For the weapon of the same name, see Midnight.
It's time.

"Midnight" is the sixth episode of Volume 8 and the ninety-eighth episode of RWBY. It premiered for Rooster Teeth FIRST members on December 12th, 2020 and was made public on the Rooster Teeth site on December 19th, 2020.


In her childhood, Cinder Fall lived in a Mistral orphanage,[1] where she scrubbed floors and was bullied by the other children. A day came where Madame adopted Cinder and took her to the Glass Unicorn hotel in the City of Atlas. There, Cinder was put to work cleaning the hotel and delivering food to the rooms. She was heavily mistreated and forced to wear a shock collar disguised as a necklace.

One day, the Madame's daughters angered Cinder, who caused a scene by creating a large cloud with her Semblance and a wet scrub brush. This caught the attention of Rhodes and angered Madame, the latter of whom used the shock collar to torture Cinder in a back room. Some time later when she was ten years old, Cinder stole one of Rhodes' swords due to being tired of the mistreatment. However, Rhodes found Cinder, convinced her not to hurt Madame and the step sisters, and decided to begin training her to be a Huntress.

A few years went by, with Rhodes coming and going from the hotel and Cinder continuing to do her work and enduring being electrocuted by Madame for even the smallest of things. Whenever Rhodes was at the hotel, he would train Cinder in hand-to-hand and dual wielding at night. Eventually, with a few years left until she would turn seventeen and join a Huntsman Academy, Rhodes gave one of his swords to Cinder.

Late one night, the step sisters discovered Cinder's sword and reported it to Madame. Around fifteen minutes later, Rhodes arrived at the hotel, heard a noise in the storage room that served as Cinder's bedroom, and discovered that Cinder had murdered the step sisters and was strangling Madame to death. Although Madame continuously electrocuted her, Cinder persisted, and upon Madame's death, she turned to Rhodes with a broken smile. Rhodes drew his dual maces, and Cinder, feeling betrayed, fought back, ultimately killing him.

In present day, Cinder wakes up in a bedroom within Monstra and is greeted by Emerald Sustrai, who has been worried about her. Mercury Black soon enters the room, tells Emerald that Cinder does not care about her, and announces that he now works for Salem instead of Cinder. He then tells the two that Salem has summoned everyone to the bridge.

In the torture chamber, Oscar Pine talks with Ozpin about how they have been presented with an opportunity to sabotage Salem's group from the inside. Hazel Rainart enters the room, and Ozpin questions him about why he serves Salem, attempting to talk sense into him. They are interrupted by Salem, who has Hazel bring Oscar to the bridge.

On the bridge, Salem explains that Arthur Watts has contacted Tyrian Callows and told him about how he worked with James Ironwood to take control of Penny Polendina. She then briefly punishes Cinder for disobeying her and states that she has decided to change her methods to instead lift Cinder up. She orders Cinder to recover Watts and have him lead her to Penny while The Hound also searches for Penny. Oscar then attempts to warn Salem's subordinates that they are helping her bring about the end.

Meanwhile, in an airship somewhere, the Ace Operatives and Winter Schnee are searching for Penny, when they pick up an open comms broadcast from Jaune Arc about the river of Grimm. However, when they land the ship, Harriet Bree demands the location of Penny instead of being concerned about the "large mass of Grimm". Just when she and Jaune begin to argue, a series of earthquakes shake the tundra and Mantle, and soon after, the river of Grimm produces a massive geyser that manages to puncture Atlas' Hard-Light shield. Live video of the geyser is broadcast. The Grimm liquid spawns Centinels, which burrow into the earth of the floating city to avoid the military ships' lasers and dislodge two of the shield pylons. With these two pylons gone, the entire shield disappears, allowing Monstra to land on one of Atlas' farmlands. Monstra opens its mouth, vomiting out more Grimm fluid, which spawns a wide variety of Grimm.


A young Cinder Fall is scrubbing a floor, intercut with flashes of other children bullying her and the approaching feet of Madame.

Madame: I’ll take her.

Cinder is in front of the Glass Unicorn hotel. She peers up at the building and looks around at bystanders down the street.

Madame: Come now.

Madame opens the front door of the hotel, and Cinder follows her through the crowded, ornate lobby. A blushing woman takes a swig of beer. Two women talk on a landing. Madame leads Cinder through a door behind the front desk, into an employee room, where she clears her throat to get Cinder’s attention. Nearby stand the Madame’s daughters. Cinder is distracted by a basket of steaming rolls.

Madame: You’re to make sure the laundry is folded, the dishes are spotless, and the floors are clean enough to eat off of.

Madame begins walking away, and Cinder reaches toward her.

Cinder: F-food?

Madame's daughters gasp. The straight-haired one raised an eyebrow at her, and the curly-haired one giggles. Madame picks up a roll and tosses it onto the floor in front of Cinder.

Madame: Now hurry and get to your chores. The floor looks filthy.

Madame exits the room with a smirk as Cinder drops to her knees and picks up the roll. The step sisters follow their mother, laughing to each other.

Cinder puts on her hotel uniform, one component of which is a necklace with a yellow crystal. She delivers food to a guest and decorates a cake with strawberries. She moves to take a strawberry, but the curly-haired stepsister slaps her hand away. The curly-haired stepsister takes the cake away, and the straight-haired stepsister takes a strawberry from it unimpeded.

Cinder eats the crust of a piece toast from a tray on the floor in the hall. She unclogs a toilet, dusts a glass Grimm statue, and carries towels.

Cinder trips in the lobby, breaking several dishes. The stepsisters laugh and Madame looks on angrily as Rhodes looks on.

Cinder scrubs the carpet of one of the second floor walkways. In the lobby, Rhodes shows off his sword. Cinder watches through gaps in the railing until a squishing sound distracts her. She sees that the step sisters have approached her with muddy shoes, leaving large clumps of mud in their wake. The straight-haired step sister stomps her left foot onto the floor and grinds the mud into the carpet.

Step Sister: You missed a spot.

The step sisters begin laughing, and Cinder grips the wet scrub brush. Steam comes from the brush as her palm glows. Cinder throws down the brush, creating a cloud of steam that draws everyone’s attention. A sign at the check-in desk reading "WE DO NOT SERVE FAUNUS" is clearly legible for the first time.

In a storeroom, Cinder cries out as her necklace delivers an electric shock. Madame holds a remote control.

Madame: Now that wasn’t very ladylike, was it? I suggest you remember your place.

Cinder falls on her hands and knees, panting.

Madame: Say it!

Madame presses the button, shocking Cinder again. Cinder hangs her head.

Cinder: Without you, I am nothing.

Cut to black. Cinder opens a vent.

Rhodes: Alright, what gives? Someone took my damn sword.

Step Sister: I apologize for the inconvenience. We’ll help you look for it.

Cinder crawls out of a vent carrying a bundle of fabric. She lays the bundle onto a sleeping mat and then unwraps Rhodes' sword. She picks up the sword, smiling.

Rhodes: Now that’s not yours, is it?

Cinder turns and throws the sword at Rhodes, who deflects it into a wooden beam with his dual maces.

Rhodes: I’m not here to hurt you.

He rolls his maces over to Cinder, who picks one of them up. She runs forward and swings the mace at him, but he catches it in his hand, using his Semblance to coat his hand in metal.

Rhodes: I’ve seen you around, and I think it’s safe to say you’re not getting the most fair treatment. Yeah? I can’t really blame you for what you’re thinking.

Cinder: You don’t know what I’m--

Rhodes: But hurting them isn’t going to make your life any better. You can run, but you’re going to be running for the rest of your life. Or you could find another way to handle it.

Cinder hangs her head and lowers the mace, letting it rest on the floor. She begins to cry.

Cinder: Like you? You can do whatever you want, go wherever you want.

Rhodes: Ah, how old are you?

Cinder: Ten.

Rhodes: And you want to be like us? You want to be a Huntress?

Cinder nods.

Rhodes: Then we’ve got about seven years.

Rhodes walks over to the sword still stuck in a beam.

Cinder: For what?

He pulls the sword from the beam and tosses it to her.

Rhodes: To train you for the Huntsman exam.

Montage of Cinder and Rhodes sparring at night, the moon changing phase. Rhodes tousles Cinder's hair. Cinder is shocked in the storeroom again. Cinder watches Rhodes leave the hotel and reenter it. Cinder and Rhodes spar. Cinder dusts a Grimm statue. Madame uses the remote to shock Cinder in the hotel lobby. Cinder carries dishes to a room off the landing and leaves it with towels. Rhodes gives Cinder a sword.

Rhodes: Just a few more years and you won’t need your guardian’s permission. You’ll be free.

The stepsisters rush to their mother in the hotel lobby. The straight-haired one speaks while the curly-haired one grins.

Step Sister: Mom, come quick, we found something. It’s Cinder! She has a weapon!

Madame: Hmm.

A clock shows 11:38. Madame follows the stepsisters to Cinder’s room. The clock jumps to 11:57. Rhodes enters the hotel to find no one at the front desk.

Rhodes: Hello? Anyone?

A crash is heard. Rhodes runs through an open door. He opens the door to Cinder’s room to find the stepsisters dead on the floor, just as the 12:00 bell begins to ring. Cinder holds Madame in the air by her throat, as Madame continuously presses the button on the remote, electric sparks emanating from Cinder's necklace.

Cinder: You’re right. Without you I am nothing. But because of you, I am everything.

A crunch is heard, and Madame goes limp. Cinder drops her on the floor.

Rhodes: Cinder.

Cinder looks at Rhodes with a wide-eyed broken smile.

Cinder: I won’t have to run now.

He looks at her sadly.

Rhodes: That’s all you’ll ever do.

Rhodes draws his dual maces. Cinder’s smile turns to anger.

The two trade blows. Cinder hops onto Rhodes’ back and tries to bring the sword to his throat, only for him to block it with his mace. He uses his Semblance to turn his neck to metal, but Cinder uses her own Semblance to super heat the metal, causing him pain. He pulls her off his back and throws her at a shelf, knocking down a small bag, which she picks up.

While Rhodes uses his maces to shoot at her, Cinder runs toward him, dodging and blocking the shots. She then throws the bag at him, creating a cloud of powder, which allows her to steal his other sword from him. Both now dual wielding, the two continue fighting. Cinder breaks Rhodes’ Aura, and he breaks hers.

Rhodes drops his maces, walks over to Cinder, and reaches his hand out. She picks the swords back up and stabs them straight through him. He touches her hair again and looks at her sadly. She pulls the swords from him and he falls. Cinder breaks her necklace off, looks up at the moon, and sheds a tear with a small smile.

In present day, Cinder awakes on a bed somewhere within Monstra and sits up. Emerald Sustrai hurries over, kneels in front of her and takes Cinder’s Grimm hand into hers.

Emerald: You’re awake. I was so worried. How are you feeling?

Cinder: You… You brought me back here.

Cinder pulls her hand away and looks to the side, upset.

Cinder: We failed.

Emerald: Cinder, you were hurt. I was just trying to help.

Mercury: I think she’s had enough help.

Mercury Black enters the room.

Mercury: Besides, she went against our queen. I’d be careful who you back.

Emerald: Cinder’s hunch was right. If we’d had support then maybe we would’ve--

Mercury: Would you stop trying to protect her already? She doesn’t care about you.

Cinder becomes annoyed, and her eye manifests the Maiden flame.

Cinder: Both of you, get out. I’ll let you know when you’re needed next.

Emerald sadly looks away from Cinder, then looks at Mercury as he starts speaking.

Mercury: Yeah about that, Salem’s got other plans for me. I’m not gonna be taking orders from you anymore.

Cinder’s Maiden eye flame disappears and she looks surprised and saddened.

Mercury: She wants everyone on the bridge. Something big is about to happen.

Emerald looks at Cinder while Mercury heads for the door. Emerald then sighs, gets up and follows Mercury. On their way out the door, Mercury is smirking and Emerald is sad.

In the torture room, Oscar Pine is left alone.

Ozpin: (in Oscar's mind) I’d like to express again that this is my burden to bear, not yours. His grudge is with me.

Oscar: No, it’ll be even worse. He’s holding back with me. I can tell.

Oscar is now bruised, has a black eye and has blood smudged under his nose and by the corner of his mouth.

Ozpin: I understand. I do. But you’ve done so much already. The least I can do is give you a break and try to get us out of here.

Oscar: We can’t leave yet. This is our chance.

Ozpin: Hmm, maybe you’ve taken one too many hits.

Oscar: Salem, she knows she can’t take on the whole world at once. So she doesn’t. She has her followers work their way in sabotaging us from the inside out.

Both: Maybe we should do the same.

Ozpin: We certainly are similar, you and I. Maybe we have been presented with an opportunity.

The membrane door squelches open, and Hazel Rainart enters the room.

Oscar: Great.

Ozpin: Oscar, please.

Hazel picks up Oscar and slams him against a bone spike.

Hazel: You don’t need to fight this war, kid. Tell me what I need and we can be done.

Ozpin: Hello Hazel.

Oscar’s eyes glow yellow momentarily, revealing that Ozpin has taken control. Hazel quickly becomes angered.

Hazel: Coward! All this time, it could have been you, but you let him suffer.

Hazel tosses Ozpin to the floor.

Hazel: Now tell us how this damned Lamp works. The boy has suffered enough.

Ozpin stands up.

Ozpin: Why do you follow her?

Hazel walks over and kicks Ozpin hard enough to knock him down.

Ozpin: I know… (coughs) I know how you see me. But her? Look at what she does. How is she the answer? Why not stop her!?

Hazel stops and looks away. He then walks across the room to a bone spike.

Hazel: Salem can’t be stopped. She’s a force of nature. I’ve seen it first hand. But you…

Hazel breaks the tip of the bone spike off and starts walking toward Ozpin, sharpening the spike on the metal plate on the back of his hand.

Hazel: You send children to their deaths for a cause that you know has no victory, no end!

Ozpin: Someone has to try! Salem isn’t a force of nature because Salem can be fought! Unless she brings the Relics together. If that happens--

Ozpin is interrupted by Salem, who is standing in the doorway.

Salem: Ozma. You have wonderful timing. The show is about to begin.

A short time later, Salem is sitting on her throne with The Hound next to it. Lined up kneeling in front of her are Oscar, Hazel, Tyrian Callows, Cinder and Mercury. Kneeling off to the side are Emerald and Neopolitan. Salem stands up and walks over in front of Cinder, before moving to stand in front of Tyrian.

Salem: We have good news. Tyrian has heard from our dear colleague Watts. Although he remains in captivity, it seems that he has worked with Ironwood to gain some control over the puppet masquerading as the Winter Maiden. I suppose he remains useful after all.

She gently sets her hand on Tyrian’s head, as he holds up a Scroll. She then turns her attention to Cinder, losing her smile.

Salem: Speaking of which… Cinder.

Cinder’s Shadow Hand begins hissing and smoking, and she grunts and cries out in pain, trying to hold the writhing arm still.

Salem: You chose to disobey my specific instructions just to fail again.

Emerald watches wide-eyed, and Cinder has flashbacks to the times she was electrocuted by Madame.

Salem: And I’ve realized, it’s all my fault.

The pain stops, and Cinder looks up in fear as Salem walks over to stand in front of her.

Salem: You’ve fought your whole life unwaveringly for what you want and here I am holding you back instead of lifting you up.

Salem holds her hand out, and Cinder hesitantly rests her Grimm hand in it. The Hound goes to Neo and then Emerald, sniffing them.

Salem: You deserve so much more than I’ve given you. Go to Atlas, recover Watts. He can lead you to the girl.

The Hound approaches Cinder and sniffs her, and Cinder looks at it, tensing her shoulders up.

Salem: Whether you or my Hound get to her first, you will finally have the Winter Maiden’s power, and I will have my Staff.

Ozpin: You’ll only be helping her bring about the end, for all of you!

Hazel slams Ozpin against the ground and then holds him up as Salem approaches. She leans to his face, smiling.

Salem: You’re too late.

An airship is flying through the air somewhere above the tundra. Inside, Elm Ederne and Vine Zeki discuss Penny, while Winter Schnee listens from one of the pilot’s seats.

Elm: Did the hack just not work? How do we even know we can trust Watts?

Vine: We have confirmed visual of her leaving Amity. She appeared to be malfunctioning.

Elm: This is why I don’t trust technology! Now we’re wasting our time searching for broken junk!

Winter becomes annoyed and turns in her seat to look at them.

Winter: Enough! You’re Atlas elite, act like it.

Marrow Amin, who is piloting the ship, puts his finger to the communicator in his ear. He then addresses Winter.

Marrow: Um, ma’am, we’re picking up an open comms broadcast.

Winter: Play it.

Marrow presses a button. There is static as the console plays a communication from Jaune Arc.

Jaune: It’s headed straight for Mantle! I repeat, a large mass of Grimm is headed straight for Mantle! Please, anyone!

Winter and Marrow look concerned, while Elm, Vine and Harriet Bree walk forward with interest. Soon after, the airship lands in the tundra in front of Jaune, Yang Xiao Long and Lie Ren, who are riding the now repaired HVB Rhino hoverbike. Winter and Harriet hop out of the airship, while Jaune and Ren get off the bike.

Yang: (sarcastically) Great, you guys.

Jaune: Did you hear our message? It’s right there. We need to hurry.

Jaune gestures to the river of Grimm Liquid to his right. Harriet looks at Winter, then at Jaune.

Harriet: Where’s Penny?

Jaune: Are you serious right now!? There are people in danger.

Harriet: There are people in danger because you kids are acting selfish and--

The ground suddenly begins shaking with a series of earthquakes, which frighten people in Mantle and in the Mantle crater. The fear draws attention from Grimm.

The Grimm river forms a geyser that shoots up high enough to hit the City of Atlas. The geyser continues until it forces its way through the city’s Hard-Light shield. Centinels spawn from the liquid. The Ace Operatives, Winter, Jaune, Yang and Ren look on wide-eyed, while Weiss Schnee, Ruby Rose, Blake Belladonna, May Marigold and James Ironwood watch in horror through a broadcast. The Centinels begin burrowing into the earth, while a military airship tries to shoot them. The Grimm then make their way through the ground and dislodge two of the shield’s pylons, causing them to fall to the ground beneath Atlas. With the two pylons gone, the entire shield is disabled.

Inside Monstra, Salem smiles, and her eyes glow.

Salem: It’s time.

Monstra flies over to the City of Atlas and crash lands on one of its farms. The whale opens its mouth, and Grimm Liquid comes flooding out. A variety of Grimm spawn, including Manticores, Teryxes, Megoliaths, Boarbatusks, Apathy, Ursai, Beowolves and winged Beringels.


Minor Characters


  • Midnight is heavily tied to Cinder Fall and her allusion Cinderella.
  • The clock struck midnight when Cinder killed Madame and fought Rhodes.
  • The Glass Unicorn has packs of RWBY Huntress Blend, which is a real world coffee.
  • Kerry Shawcross wrote this episode at the Austin Public Library because he knew that if he worked at home he wouldn't get anything done.[2]
  • Cinder's backstory was originally going to be shown in Volume 5, but it kept getting pushed back because of all the other things that needed to be included in Volumes 5-7.[2]
  • Kerry stated that one of his goals with this episode was to make the audience feel bad for Cinder, but not make them sympathize with her too much.[2]
  • This was one of the episodes that Kiersi Burkhart was most excited to have air just so she could watch how people responded to it.[2]
  • The scene with Cinder, Emerald and Mercury contrasts Cinder's leadership qualities with Salem's and shows how differently they view leadership. Cinder lacks the strategic mindset that Salem has and tends to end up pushing away her followers as a result while Salem is able to manipulate them into doing what she wants which is shown in the next scene between them.[2]

See Also

Image Gallery

Main article: Midnight/Image Gallery


  1. Concept art by Tess Richards
  2. 2.0 2.1 2.2 2.3 2.4 RWBY Volume 8 Directors' and Writers' Commentary chapter 6