For other uses of "Fall", see Fall

"Fall" is the sixth episode of Volume 3 and the thirty-fourth episode of RWBY. It premiered for Rooster Teeth sponsors on December 12th, 2015 and was made public on December 13th, 2015.

The episode was followed by a hiatus, making it the last episode of the year. Instead of an episode on December 19th, there was a RWBY Cast and Crew Livestream, which was subsequently followed by the World of Remnant episode "Cross Continental Transmit System" a week later, on December 26th. The next episode of the main series aired on January 2nd, 2016.[1]


Pyrrha Nikos meets Professor Ozpin in his office, where Qrow Branwen is also present. When Pyrrha inquires about the purpose of the meeting, Ozpin asks her what her favorite fairy tale is. He mentions the Story of the Seasons, which Pyrrha recounts:

An old hermit is visited by four sisters, who each in their own unique ways are kind to him; the first (Winter) by encouraging him to meditate and reflect, the second (Spring) by bringing him fruit and flowers as well as revitalizing his garden, the third (Summer) convincing him to step outside and embrace the world, and the fourth (Fall) by asking for him to be thankful for what he has. The old man gives the sisters great powers in return for their kindness, and the four maidens go through Remnant spreading their gifts.

After Pyrrha finishes telling the story, Ozpin claims that it is true - the four maidens did exist, and wielded a tremendous power distinct from both Dust use and Semblance, and more akin to "magic". Joined by Glynda Goodwitch and James Ironwood, Ozpin tells Pyrrha that she has been chosen to inherit the powers of the Fall Maiden. Ozpin, Glynda, Ironwood and Qrow declare that they are the protectors of the world and that they need her help.

They proceed to bring Pyrrha to a massive vault located deep beneath Beacon Academy. Glynda explains the nature of the maidens: The maidens have existed for millennia, their powers passing to a new host each time the previous one passes away. The power itself seeks out the next host, always a young woman, through a series of what Qrow calls "stupid and convoluted rules". Under usual circumstances, the last person the maiden thinks of will become the next, but in the case that they are male, too old, or otherwise ineligible, the subsequent one is chosen randomly.

The existence of the maidens was once common knowledge, but this fame caused people to hunt them down in order to take their power. In order to protect both the maidens and the world, a group was founded, which decided to keep the power of the maidens a secret and allow them to pass into legend. The duties of the group are now filled by Ozpin and his allies, who decided that it would be safer to continue to keep this long-standing secrecy than risk the panic and uproar that might follow the truth.

Qrow explains that Pyrrha is being let in on this ancient knowledge now because there is great urgency to selecting the next maiden. The previous Fall Maiden, Amber, was attacked, and for the first time in history, a part of her powers were stolen. There is a fear that the peace that pervades in the world will soon come to an end.

Currently, Amber is in a comatose state on life support, held in the vault. The four teachers are seriously concerned about the consequences of Amber's impending death. Amber's power could be transferred to her assailant as they might be in her final thoughts, or the sundered power might seek to reunite with its other half. The exact consequences are unknown, as the Maiden's power has never been split in such a way before.

Pyrrha decides to accept the mantle of the Fall Maiden, but there are yet more complications. Due to Amber's condition, the inheritance of her powers cannot occur by natural means. Atlas has been researching the nature of Aura and has developed the ability to "capture" and artificially transfer it to a different recipient, a prospect that repulses Pyrrha. The group plans to use this technology to transfer Amber's Aura, and the powers that are bound to it, to Pyrrha; however, this transference would have unknown effects on Pyrrha herself. Ozpin allows her until the end of the Vytal Festival to decide if she still wishes to go through with this.

Back at Amity Colosseum, the heavily anticipated finals round of the tournament is set to begin. The finalists are Yang Xiao Long, Sun Wukong, Penny Polendina, Mercury Black, Pyrrha Nikos and three others.

The first match of the finals is between Yang and Mercury. In the opening stages of the fight, the pair exchange a series of blows, in which Mercury is almost knocked clear of the arena, but he manages to recover at the last second. Mercury retaliates by firing a multitude of projectiles from Talaria, which spiral around before falling down on Yang, apparently knocking her out. However, Yang emerges from the attack stronger than ever, and unleashes a fury of blows on Mercury, depleting his Aura and winning the fight.

Victorious, Yang starts to walk away, but Mercury apparently gets up and attacks her from behind with a flying kick. Acting quickly, she responds with a punch, knocking him to the ground and breaking his leg. This causes great uproar amongst the spectators, who jeer and boo. In Mountain Glenn, Grimm wandering the ruins take heed of this negative emotion and turn their attention towards Vale.

As Mercury feigns innocence and grips his broken leg, Yang suddenly finds herself surrounded by security personnel, who order her to stand down. Confused, she looks up to see a replay of the events. From everyone else's perspective, Mercury never attacked and was merely standing beside her before Yang attacked him entirely unprovoked. Yang looks around in frightened shock and confusion.


After the opening, the scene opens on the Headmaster's office of Professor Ozpin, who is seated behind his desk across from Pyrrha Nikos, as the last rays of twilight come through the clock-decorated windows.

Ozpin: (chuckling as he gestures to her, The Long Memory resting at his side) Well, it comes as no surprise that they've chosen you to move on to the final round of the tournament. Your performance was exemplary.

Pyrrha: (humbly) Thank you, Professor Ozpin, but I would never have made it this far without my teammates.

Qrow: (from his spot leaning against a column in the back of the room, arms crossed) Personally, I think it's the other way around.

Pyrrha: (turns around and gets up from her chair, trying to be formal) I'm sorry, but I don't believe we've been introduced.

Qrow: (still rather hostile) Name's Qrow.

Ozpin: Qrow is a trusted colleague of mine.

Pyrrha: (looks at Qrow for another moment before addressing her teacher again) Professor, if you don't mind me asking, why have you called me here?

Ozpin: (still smiling) Please, take a seat. (when she does so, he puts his fingers up to his lips, leaning back casually) What is your favorite fairy tale?

Pyrrha: (confused) I'm... sorry?

Ozpin: Fairy tales, stories from your childhood. Surely you must remember some of them.

Pyrrha: (put off by the question, but answers with nostalgia:) Well, there's The Tale of The Two Brothers, The Shallow Sea, The Girl in the Tower...

Ozpin: (leaning back forward) What about The Story of the Seasons?

Pyrrha: Well, of course! (looks away in remembrance, narrating the story as the art style changes to show the colored silhouettes of four young women coming across a house on a hill with a single figure in the doorway) A callous old man, who refuses to leave his home, is visited by four traveling sisters. (each of the four performs a different action, with the white one sitting down, the green bringing a basket of fruits, the orange calling their host out of the building, and the purple gesturing to what's around them) The first understands his reclusive nature and urges him to use his time in solitude to reflect and meditate. The second brings him fruits and flowers, tending to his crops and revitalizing his garden. The third warms the man's heart, convincing him to step outside and embrace the world around him. And the fourth and final sister begs him to look at all that he has, and be thankful. (a golden light emanates from the old man until it surrounds the four girls, who go on their way with the glow still around them) In return for their kindness, the man grants the maidens incredible powers, so that they may continue to help others all over the world. They graciously accept, and promise to share their gifts with the people of Remnant 'til the end of days. (comes back to the office as she lists the four off) Winter, Spring, Summer, and Fall; the four maidens. My mother loves that story.

Ozpin: Would you believe me if I told you that one's been around since I was a boy?

Pyrrha: (laughing) You're not that old, Professor.

Ozpin: (turning from playful to deadly serious in a millisecond) Well, would you believe me if I told you it was true?

Pyrrha: (silent for a moment, then gives an uneasy chuckle) I beg your pardon?

Ozpin: What if I were to tell you that there were four maidens existing in this world, that could wield such tremendous power, without Dust?

Pyrrha: (trying to make sense of this development) You mean... like a Semblance?

Ozpin: (giving a small smile as he delivers his secret) Like Magic.

Pyrrha: (looks down) I...

Qrow: Yeah. First time hearing it's pretty crazy.

Pyrrha: (turns her gaze from Qrow back to Ozpin again, amazed) You're serious?

Ozpin: (straight-faced) Do I look like I'm joking?

Pyrrha: ... No. (struggles for the right words) Why... why are you telling me this?

Ozpin: (glances at Qrow, who nods his approval, before looking into Pyrrha's eyes) We are telling you this, Pyrrha Nikos, because we believe that you are next in line to receive the Fall Maiden's powers.

Pyrrha: (eyes grow wider and wider until she realizes) "We"?

At that moment, the elevator doors open, and she sees Glynda Goodwitch and General James Ironwood step out.

Ironwood: (as he straightens his tie and Glynda fixes her glasses) Sorry we're late.

Pyrrha: (overwhelmed, narrowing her eyes at Ozpin) Wait, what is this? Who are you?

Goodwitch: (coming forward with Ironwood and Qrow, spreading her hands and trying to sound reassuring)You know who we are. We're still the same teachers and Headmasters you met when you arrived at Beacon.

Qrow: 'Cept we've got a little part-time job.

Ironwood: We are the protectors of this world.

Ozpin: And we need your help.

Pyrrha is shocked into silence as everyone in the room looks to her.

Cut to Pyrrha, looking nervous, in the elevator with the group of "protectors". She looks at Ozpin and Glynda as if seeing them for the first time while a steady beeping signals each floor passed.

Pyrrha: (apprehensive) Where are we going?

Ozpin: The vault. Under the school.

The elevator continues downward through the vertical tunnel of dark green lights until it opens its doors and their passengers step out, with Pyrrha being the last to leave as she absorbs the sight of the large, sparsely-lit hallway she is now being lead through. Glynda waits up for her behind the others.

Goodwitch: I'm sure you must have questions.

Pyrrha: (still taking it all in) Maybe one, or two... (they continue on as she asks them) I still don't understand. You said I was next in line to receive the Maiden's power. What do you mean by that?

Goodwitch: The Maidens have existed for thousands of years. But much like in nature, the seasons change. No two summers are alike. When a Maiden dies, her power leaves her body and seeks out a new host, ensuring that the seasons are never lost, and that no individual can hold on to that power forever.

Pyrrha: So, how does the power choose?

Qrow: (over his shoulder) Through a series of stupid and convoluted rules.

Goodwitch: Qrow.

Qrow: Hey, don't get mad 'cause I'm right.

Goodwitch: (back to Pyrrha, explaining it all carefully) At first, the only thing that was certain was that the powers were specifically passed on to young women. But as time went on, it was discovered that the selection process was much more... intimate.

Pyrrha: (concerned) ... Intimate?

Goodwitch: As we understand it now, when a Maiden dies, the one who is in her final thoughts is the first candidate to inherit her power.

Qrow: Unless it's a dude or some old hag. Then the power goes to someone random, and our job gets a lot harder.

Pyrrha: Why tell me all of this now? Why not wait until I've graduated?

Qrow: Honestly, we've run out of time. I don't know if you've noticed, but things are getting a lot scarier out in the world. Tensions are high. Grimm are growing stronger, more prevalent. And it's not going to be much longer before the peace we've been enjoying so much goes out the window.

Pyrrha: You're not... talking about a war?

Ironwood: Not a war between nations.

Qrow: We can fill you in on the details once we know that you're with us. For now, all you need to know is that one of the Maidens has been attacked. And for the first time in history, part of her power was stolen.

A humming of electricity is heard as the group comes to their destination at the end of the hallway: A large machine with lit screens hooked up to two rectangular pods, one of which is upright to show through the glass window a young girl dressed in minimal clothing with a burn scar over her left eye and across her face.

Pyrrha: (stepping forward hesitantly) Is that...

Ozpin: (sighs heavily) The current Fall Maiden, Amber.

Pyrrha: (holding herself) She's... still alive.

Ironwood: For now. We're using state of the art Atlas technology to keep her stable. But there is a lot about this situation that is... unprecedented.

Pyrrha: What do you mean?

Ironwood: (sighs, eyes closed) Well, we don’t know what will happen if- when she passes.

Pyrrha: Won't... her power... just transfer to the next host?

Qrow: Look who's been listening! (whispering to Ozpin) She is smart.

Ironwood: Under normal circumstances, yes. But this is a delicate situation. It's not uncommon for the last thoughts of the slain to be of their attacker. (glances at Amber) And to make matters worse, no one's ever seen the power split like this before. For all we know, it will seek out its other half.

Pyrrha: (connecting the pieces together) ... Her assailant.

Ozpin: (turning to Pyrrha) And that would not bode well for any of us.

Pyrrha lowers her head in thought, then suddenly comes forward and places a hand on the glass of Amber's pod.

Pyrrha: (suddenly sounding angry, turning to the teachers and gesturing wildly) If all of this is true, why keep it secret!? If this girl is so important... if we're truly on the brink of war, why not tell everyone?

Goodwitch: (coming forward to explain) From what we understand, it used to be common knowledge.

Pyrrha: (not expecting that answer) Excuse me?

Qrow: (now his turn to elaborate as he pulls out the familiar flask) How do you think legends and fairy tales get started? Even the craziest ones come from somewhere. (he gets the lid off and takes a swig)

Goodwitch: Our group was founded in order to protect both mankind and the Maidens. Those hungry for power hunted them with the hope of inheriting their strength.

Qrow: (finishing his drink) And as you can imagine, the ones that succeeded weren't exactly the kind of people you'd want to have unimaginable power.

Ironwood: And so this brotherhood chose to remove the Maidens from the public eye, allowing their existence to fade away into legend.

Goodwitch: The things we're telling you go against hundreds of years of human history, religion.

Ironwood: No one would want to believe us. It would cause an uproar.

Ozpin: It would cause panic. And we all know what that would bring to clawing to our Kingdom's walls. (turns his gaze away from the others) Which is why we would like to...

Pyrrha: I'll do it. (Ozpin looks up, surprised, as she stares at the ground, continuing) If you believe that this will help humanity... (gives them all a resolute look) ... then I will become your Fall Maiden. (as the others silently turn to each other with wary faces) That's what you wanted, isn't it?

Ozpin: (stepping towards her) It is, but I'm afraid it's not that simple. Given Amber's condition, you won't be able to inherit her power naturally. However, General Ironwood believes he has a solution.

Ironwood: For the past few years, Atlas has been studying Aura from a more scientific standpoint; how it works, what's it made of, how it can be used. We've made... significant strides. And we believe we've found a way to capture it.

Qrow: Capture it and cram it into something else. (gestures to Pyrrha as she takes a second to realize what that means) Or in your case ...

Pyrrha: (to Ironwood) That's...

Ironwood: Classified.

Pyrrha: ... wrong!

Goodwitch: (glaring at Ironwood) The feeling is mutual. (switches her gaze back to Pyrrha) But desperate times call for desperate measures.

Ironwood: And these are indeed desperate times. We can't transfer Amber's power to you, but we can give you what those powers are bound to.

Pyrrha: ... Her Aura.

Ozpin: Her life... would become intertwined with yours. The question is...

Qrow: What's that going to do to you?

Ozpin: (as Pyrrha fully understands the dangers she might face) You have an important decision before you, Miss Nikos. There's no guarantee this transfer will work. And there's no telling if you will be the same person if it does. I advise you to take time on this matter. But understand that before the Vytal Festival is over, we will need your answer.

Pyrrha doesn't respond, instead placing her hand on the glass separating the maiden from her potential replacement, seeing her scared expression reflected on the scarred face of the dying girl, before turning away from this expected destiny as Ozpin gives one final warning.

Ozpin: The assailant that attacked the Fall Maiden has made their first move. And there's no telling when their next move will be.

With the sound of a rapid heartbeat, the scene cuts to a smirking Cinder Fall as she sits in one of the Amity Colosseum's seats along with the rest of the cheering crowd, their screams being drowned out by the announcements.

Port: (over the broadcasting system) Now, for the moment you've all been waiting for! The one-on-one finals!

In the center of the battlefield's stage, Yang Xiao Long smirks confidently as the camera pans down the line of final fighters, a few new faces mixed in with Sun Wukong, Penny Polendina, Mercury Black, and the troubled Pyrrha at the other end of the line.

Port: (back in the announcer's box with his co-host) Barty, why don't you explain the rules?

Oobleck: Ah, it's quite simple, Peter. Instead of a bracket system, each round of the finals will be randomly determined immediately before the match takes place!

Port: Much like any good hunt, there will be zero time to prepare!

Oobleck: Ah, yes, yes! Now, let's see who our first match will be!

The energetic doctor points out to the screens above the stadium as the roulette starts spinning, this time for competitors instead of biomes. The "random selection" is watched by the owner of the Crow Bar, a group of Human and Faunus kids, the visitors and workers at the Cross Continental Transmit System, before it gets back from the worldwide audience glimpses to reveal the first showdown.

Port: Yang Xiao Long and Mercury Black!

Ruby: (cupping her hands to make sure her encouragement is heard from her spot alongside RWBY, JNPR, and SSSN) Break a leg, sis!

Cinder, still smiling, gets up from her place and begins walking out, eyes on the battlefield.

Port: Would all other combatants please leave the stage!

The rest of the lineup does so, and Yang starts walking up to Mercury in the middle as the floor around them opens once more, with a ring of spotlights rising up to automatically fix their lights on the remaining two.

Yang: (smiling) You better not go easy on me.

Mercury: (laughing darkly) You wish.

Both brawlers face the crowds one last time, then slowly start advancing on each other, arms raised defensively until their hands can almost touch, as the final countdown commences.

Port: Three! Two! One! Fight!

Immediately, Yang throws a punch, and Mercury spins his foot to meet it, creating a shockwave between the weapons that launches him back. He closes the distance quickly and aims at her feet with Talaria, but she leaps over it and fires off a shot of her Ember Celica that he rotates to avoid. They fight fist-to-fist for a moment, Yang getting in a fiery blast on her opponent at the cost of him also landing a blow on her. She falls back on her feet when Mercury shoots himself into the air to get farther away from her, looking up and smiling.

Yang doesn't relent for a second, launching shot after shot only for Mercury to dodge each of them, sliding around the stage on clouds of air until he attempts to come down on her with his leg. She blocks and pushes away the attack, but he goes under her shotgun burst and manages to land a kick on her, though she still lands in a crouch, now grimacing. She launches forward with a double blast and continues landing blow after blazing blow on him, right up to when he roundhouse kicks her in the back and attempts to hit her with his heel. She gets out just in time and punches he ground trying to get him, but he leaps out and twirls to get a hit on her. One of his kicks seems to pass over her, but then he brings it down hard enough to shatter the steel underneath, which Yang narrowly rolls backward to avoid.

They exchange kicks after this attack until Mercury hits her backwards, and he rushes forward only to receive a fist to his chin, then his torso, knocking him on his stomach. He gets up right as Yang starts raining down fire again, causing him to somersault back until one explosion causes him to get knocked off of the stage. He saves himself by firing his boots downward and flying back in front of his enemy, unleashing a series of kicks that put Yang on the defensive. She ducks under one attack only to receive another as Mercury jumps into the air to knock her back, and he follows it up with a shot from his boots. Yang avoids it effortlessly, not noticing it still hanging around behind her.

Switching tactics, Mercury starts shooting his foot out in every direction, each kick into the air accompanied by a silvery blast that are barely even aimed at Yang. She dodges each one coming her way and gets in close through the circling barrage of shots, fighting with their fists again until Mercury kicks her into the air and knocks her right back to the ground, followed by the dozens of swirling shots that now converge right on to Yang.

When the blasts stop coming down on his opponent, Mercury gets up from his crouch and grins to himself, dusting off his outfit and seeming as happy as can be until the smoke from behind him erupts into flames. His momentary shock turns into another smile as he turns around to see the red-eyed Yang slam her knuckles together and come at him. Screaming, she lands a punch that sends him back, and she rushes up avoiding each kick and even taking one with no effect to pound at him with an unrelenting bombardment of left-right blows. He has enough time to let out a pained groan before she hits him in the stomach, his Aura sparkling up to try and defend him from the last hit to the face by the upset blonde. He lands on his back as the buzzer sounds over the roars of the audience.

Port: (as Yang lowers her fists and closes her eyes, breathing a sigh of relief before opening them back up to her usual lilac and raising her arm in victory) What a way to kick off the finals!

Oobleck: (while the stage is enclosed by the stadium floor again) Yang Xiao Long wins!

Ruby: (splaying her arms in excitement) Yeah! You did it, sis!

Blake: (giving a standing ovation as Weiss Schnee pumps her fists) Way to go, Yang!

Yang: (wiping her brow with an arm as she addresses the hunched-over Mercury) Better luck next time.

She starts walking to the exit, getting pretty far away before Mercury seems to get up outside her peripheral vision.

Mercury: (murderously angry) There's not going to be a next time, Blondie!

A sharp sound is heard in the sudden silence as Yang turns around just in time to see Mercury leap forward with a kick to his unsuspecting victim. Yang scowls as she just manages to both bring her gauntlet down on and shoot his leg before he hits her. The second she does so, there is a sound of something breaking. The audience gasps in shock, and Mercury reels back from the pain.

Oobleck: (getting up from his chair) My word!

Port: (to someone offscreen) Cut the cameras!

The looks of surprise, horror, and hatred at Yang cut to a view of Mountain Glenn, where two Goliaths near a ruined hamburger joint and a pack of Beowolves up in the construction beams of an unfinished building all look towards the Colosseum floating near Beacon.

Mercury: (still grasping his injured body part, rocking back and forth) My leg, MY LEG!

Yang: (trash talking) That's what you get, you little- Huh? (she stops just as she notices the Atlesian Knight-200 droids and two Soldiers circling the Huntress-in-training and raising their guns to her)

Soldier: Yang Xiao Long, stand down!

Yang: (not having a clue what's going on) What!? Why!?

Emerald: Mercury! (she rushes over to her partner's side, comforting him)

Mercury: (crying hysterically) Why'd she do that!? WHY'D SHE ATTACK ME!?

Yang receives a disgusted scowl from Emerald, only now looking up at the screens above her to see the footage of what just transpired: Yang circling the crouched-down Mercury until the footage cuts to him just standing there and her suddenly shooting him in the leg. The sound of something breaking rings out, and Mercury screams and falls over in pain.

It takes a moment of staring at the images until Yang finally understands what she did, and her gaze turns up to the wide-eyed, terrified faces of Blake, Weiss, and Ruby. She looks around at the guns aimed at her and the people cursing her name, still not knowing what just happened or what will come next as the screen cuts to black and the credits roll.



  • Yang performs a Dempsey Roll to finish off Mercury in the match, similar to how she finished off Junior Xiong in the "Yellow" Trailer.
  • According to Shane Newville, series creator Monty Oum animated a "good portion" of the fight between Yang and Mercury. He is credited as a Lead Animator on the episode.[2][3]
  • The full story told in the RWBY: World of Remnant episode "The Four Maidens" was originally to be included in this episode (when Pyrrha recounts the tale for Ozpin), but it was cut due to time restrictions. Because of this, Miles Luna stated that one of the World of Remnant episodes they originally planned to air during Volume 3 was pushed back to Volume 4 to make room for it instead.[4]
  • The "Girl in the Tower" foreshadows Salem's backstory, revealed in "The Lost Fable".
    • Ozpin suspiciously cuts Pyrrha off the moment she mentions the story.
  • The "Shallow Sea" is the Faunus creation myth as well as the name of a halfly submerged area in Kuo Kuana, where Faunus with aquatic traits can live comfortably.
  • The scene with Pyrrha Nikos and Ozpin's Group walking through the Vault was, according to everyone, one of the most technically difficult and time consuming scenes in the entire Volume.[5]
  • The episode was so difficult that it was still being worked on the night before it was released. Koen Wooten stated that he uploaded the episode to the Rooster Teeth servers only an hour before it was released.[6]
  • Cinder saying "dismemberment" in her speech in "PvP" refers to an earlier version of the script where Mercury would lose his leg to Yang in their duel.[7]

See Also

Image Gallery

Main article: Fall/Image Gallery


  1. Kerry Shawcross' Journal
  2. Shane Newville's Twitter
  3. Shane Newville's Twitter
  4. Volume 3 DVD Directors' Commentary Chapter 6
  5. Volume 3 DVD Directors' Commentary Chapter 6
  6. Volume 3 DVD Directors' Commentary Chapter 6
  7. Volume 3 DVD Directors' Commentary