At the beginning of the episode, Russel Thrush and Sky Lark are easily defeated by Penny Polendina and her teammate, Ciel Soleil, in the doubles round of the Vytal Festival tournament. After the match, Ruby Rose catches up with Penny, who secretly tells her that she wishes to stay at Beacon Academy. While Ruby does not think James Ironwood and the Atlas Military would let her stay, Penny reassures her friend that she has a plan before being called away by Ciel.
Yang Xiao Long and Weiss Schnee's doubles round is against the unexpectedly quirky pair of Neon Katt and Flynt Coal of Team FNKI from Atlas Academy. They immediately start antagonizing Weiss and Yang, with Flynt accusing the Schnee Dust Company of running his father's Dust shop out of business and Neon criticizing Yang's weight and appearance.
As the match begins, Neon and Flynt gain the advantage over Yang and Weiss, Neon being too quick on her rollerblades for Yang to land any hits on her, and Flynt overpowering Weiss with his four-fold duplication Semblance. In an attempt to turn the tables, Weiss sacrifices herself by tackling Flynt, causing his attack to backfire on him and enveloping them both in a pillar of fire from the lava biome. Although Weiss' effort fails to knock him out, Yang manages to defeat the weakened Flynt. She also manages to beat Neon after she trips on the rocky terrain and falls into a geyser. Victorious, Yang and a slightly singed but uninjured Weiss gain Neon and Flynt's respect.
Later, Cinder Fall, Emerald Sustrai and Mercury Black are relaxing in their dorm room. Using her Scroll, Cinder discovers that she had gained access to Penny's blueprints through her computer virus, which had previously infected Ironwood's Scroll in "It's Brawl in the Family". She then comments that their plan became even easier.
Qrow Branwen visits Ozpin in his office, and complains about Ironwood, though Ozpin reassures him the general has good intentions. When Qrow asks Ozpin if he has chosen his Guardian, Ozpin replies that he has found a candidate who is "strong, intelligent, caring" and most importantly "ready". As he speaks, Pyrrha Nikos is seen walking into the elevator to Ozpin's office.
After the Volume 3 Opening, the first scene is that of Amity Colosseum's mountain biome being bombarded by several explosions all around the area. Russel Thrush, Shortwings in hand, is running from the mayhem before spinning around, ready to face his opponents, who turns out to be the familiar face of Penny Polendina and her beret-wearing teammate. With an ever-present smile and simple arm movements, she summons six floating swords from Floating Array and rears them back before launching them in a ring at Russel, who barely manages to duck behind a rock to protect himself.
Wasting no time, Penny does the same thing with another group of blades, homing in on the other CRDL teammate Sky Lark until he uses Feather's Edge to vault over another stone for defense. The two exchange a worried look at the sight of their rocks still pierced with multiple blades, and Penny grins in combat-ready fierceness as she looks to her partner, who simply taps her watch as if hurrying Penny up. Wasting no time, Penny raises her hands like a puppetmaster and uses the near-invisible strings attached to each hilt to lift the giant rocks up in the air, with the screaming Russel and Sky still hanging on. Bringing her arms down to her sides, the stones come crashing to the ground as well, leaving Penny's opponents in the grass. Her swords come back to her pack as the buzzer rings.
Oobleck: (over the broadcaster's system) And victory goes to Penny and Ciel of Atlas!
Penny: (placing a fist in her palm and bowing in respect to her fallen foes, still smiling) Thank you for a wonderful time.
The two victors turn to leave the stadium as Russel feebly reaches out, only to get hit in the head by an errant stone.
Ruby: (catching up and spreading her arms as she calls out) Penny!
Penny: Ruby! (lifting up her own arms, she tackles her friend into a hug that leaves them both of them on the ground)
Ruby: (grunts, then groans weakly) Why...
Penny: (gets up energetically and gestures to the other girl) Ruby, this is my teammate.
Ciel: Ciel Soleil. (bows formally)
Ruby: (raises her hand in greeting) Hi! I'm Ru-
Ruby: (silent for a second) Sooo... Penny! (turning back to her friend) You two were incredible out there. How do you keep control of all those swords? It's so cool!
Ciel: Penny? (looks at her watch and gestures at it) I believe it is best if we move on to our next location.
Penny: (exchanges a look with Ruby before asking Ciel) Could we have just a minute to talk?
In response, Ciel checks the time, then takes a step back and nods, starting the countdown.
Ruby: So is she... your friend or...
Penny: Well, in a way. She's like Blake, but if Blake was ordered to spend time with you.
Ruby: Oh. So, Weiss.
Ruby: (lowering her voice) Does she know about... y'know... beep boop bop, does not compute? (moves her body abruptly as if imitating a robot, leaving her arm to hang with a noticeable squeaking sound)
Penny: (shaking her head) Oh no. General Ironwood doesn't really want anyone to know. There was an incident with a magnet, but I was able to play it off.
Flashback to the Vytal Festival grounds with Ciel and Penny, who's wearing a large sun hat. The wind picks up and lifts the hat from her hair, revealing the aforementioned magnet on her skull, and Penny quickly shoves the headgear back on before Ciel turns back around. The story causes Ruby and Penny to laugh about it in the present for several seconds.
Penny: (still smiling, but getting serious) Ruby, there's something I've been wanting to talk to you about. (glances over at Ciel before leaning in and whispering to Ruby) I want to stay at Beacon.
Ruby: (looking troubled by the news) Penny, they'll never let you do that.
Penny: (frowns, but then grins with mischief) I know, but I have a plan.
Ciel: (stepping back up to Penny's side and pointing to her watch) It's been precisely one minute, ma'am.
Penny: I'll talk to you more soon, Ruby. (the two Atlesians leave, but Penny turns to give a wave of farewell to Ruby, who does the same)
Port: (coming back over the stadium speakers to announce) Our next match will begin in 15 minutes!
Ruby: (suddenly looking really excited as she clasps her hands together) Oh my gosh, that's right! It's time for-
Weiss: Just remember to keep proper form.
Yang: (chuckles) Alright. (her tone shifts to talk strategy) You're from Atlas. What could we expect?
Weiss: (listing off the facts as Yang loosens up her legs as well) Well, seeing as their Kingdom, academy and armed forces are all merged as one, I think we can expect strict, militant fighters with advanced technology and carefully rehearsed strategies.
At that very moment, a rainbow zooms past the two surprised Huntresses-in-training, coming to a stop opposite them, revealing a pigtailed Faunus girl with roller blades and a cat tail swishing around her weapon next to a young man wearing a fedora and sunglasses, holding a trumpet in one hand.
Weiss: (recovering from her shock faster than the open-mouthed Yang) ... Or whatever they are.
Flynt: Hey! (Weiss looks over to him as he gestures at her, smiling) You Weiss Schnee, right? The heiress.
Weiss: (bowing her head, smiling at the recognition) I am.
Flynt: I take it you're pretty good with Dust, then?
Weiss: (shrugging humbly) I do my best.
Flynt: Yeah, my dad was good too. Owned a little Dust shop of his own. (nods his head, eyes hidden behind his shades, until his smile turns into a scowl, tone turning hostile) Till your father's company ran him out of business.
Weiss: Oh. (looks ashamed now) I'm sorry to hear that.
Flynt: (looks away sarcastically) Sure you are.
Yang: (raises her finger) Hey! Why don't you-
Neon: Hey! Why don't you? (drops her unflattering imitation as she points at Yang, smiling) That's what you sound like!
Yang: (not knowing how to react) Uh...
Neon: Hey! Where'd you get your hair extensions?
Yang: This is just my normal hair.
Neon: Ooh, really?
Yang: (getting annoyed now) Yeah! Is that a prob-
Neon: (cutting her off) You should try rollerblading sometime! It's super fun! (starts spinning in place as she continues rapidly) It'd probably take you a while, though, since you're so... you know, top-heavy.
Yang: (looks down at herself as the holographic roulette begins) Excuse me!?
Ruby: (rolling her eyes from the stands) Oh, here we go.
The field opens around the four combatants, and up rises the volcanic area, sandy desert, steaming geysers, and ruined buildings.
Port: (as both teams prepare themselves for battle) Three! Two! One! Begin!
Right as it starts, Flynt raises the instrument to his lips and blows, issuing forth a sound wave that blows both Weiss and Yang back from the force. Weiss is able to create a glyph under her to stop sliding back, but doesn't see Neon spinning into the attack and useing it to push herself forward so she can charge at Yang in a rainbow burst of speed and push her into the city portion.
Flynt stops blowing as Weiss readies her Myrtenaster, a second passing until the musician starts playing again. This time, Weiss uses darker glyphs to move her forward through the cone of waves, making another one to get closer and closer so she can land a blow. Suddenly, however, Flynt stops playing, and Weiss is forced to move forward, earning a kick to the back as she slides past. She crashes through a red Dust crystal, and Flynt grins when he sees her lying in the area now spouting pillars of fire.
Back in the ruined city, Neon manages to roll ahead of every blast from Ember Celica, skating on the railings and making faces at an irritated Yang. She continues to flip and slide over any terrain in her way, all the while repeating a mantra to herself.
Neon: Never miss a beat! Never miss a beat! Never miss a beat! Never miss a beat!
She eventually comes down to the ground and charges at Yang, becoming a rainbow blue while hitting the blonde multiple times. Yang grits her teeth, unloading the spent shells in her gauntlets, as Neon smirks and cracks her glow sticks, turning them blue. She comes forward again, dashing past Yang before she even realizes that her right leg is now encased in ice.
Neon: (giggles) Hm-hmm! Look! (smacks her butt for emphasis) Now you're bottom-heavy, too!
Getting quite irate now, Yang slams her foot down and frees her entire leg, but is unable to stop Neon from freezing her left arm now. She sees Neon rollerblading on rails and through archways, gaining distance until she speeds forth and kicks Yang back into a wall, cracking it behind her.
Neon: You should cool off! Get it? Because you're angry.
Not appreciating the pun one bit, Yang smashes her arm against the wall, once again shattering the ice and the structure itself.
Meanwhile, Weiss and Flynt are facing each other in the burning section, Weiss gesturing all around her with the blade and spinning wildly to summon four glyphs that shoot out an equal number of large ice chunks headed straight for her enemy. Flynt looks down and smiles, leaping forward onto his knees and blowing his horn just as a column of flame erupts right in front of him, diverting the fire to melt each of Weiss' frozen projectiles.
Flynt: (getting back up as he twirls his trumpet) Too bad all that money can't buy you skill.
Weiss grimaces at him before revolving her hilt to use a white type of Dust. She aims a stream of wind at Flynt, who matches her power with his own blowing, creating a standstill until Weiss uses a mere gesture to form several more glyphs around the field. She quickly bounces off each one, striking Flynt with each attack, until she puts his foot down and starts playing once more. Weiss is still propelling herself around, but nothing prepares her for a second Flynt appearing next to the first, and then another, and another after that, each color-coordinated musician joining their waves of noise together to send Weiss flying back.
Jaune: (amazed from his spot watching the fight) Whoa!
Port: (turning to Oobleck in the announcer's box, both equally shocked) What's this?
Oobleck: It appears young Flynt has just activated his Semblance! And quite a remarkable one at that. Ladies and gentlemen, feast your eyes on Flynt Coal's Killer Quartet!
The Flynts flip their hats around to the audience, then look up at the scoreboard to see Weiss and Yang down to half their Aura levels, but still in the game. He steps forward, absorbing each of his duplicates as he prepares to finish this.
His teammate is still giving trouble to Yang, using a ramp to outrun her now red-eyed opponent.
Neon: (slowing down to admire the change) Ooh! Flashy eyes! Y'know, you're actually kinda pretty when you're angry.
Yang: (shaking her head, eyes going back down to purple. She propels herself forward using her shotgun blasts) Shut up, shut up, SHUT UP!
Weiss is getting back up and sees her sword, reaching out to it only for Flynt to step on the blade. She looks up at him before their attention is drawn to their partners.
Yang: Get back here!
Neon: (rolling around Yang in a lazy circle) I wasn't trying to say that you should go on a diet, I was saying you really need to go on a diet!
Yang: THAT'S IT!
Neon: (one more quick clarification for good measure) You're fat.
Flynt looks back at Weiss before deciding to focus his attention on Yang, once more becoming four fighters and ready to blow her away. Weiss looks through the clones and sees Yang completely distracted, as well as a pool of lava bubbling away right in front of him/them. Without pause, Weiss jumps up and knocks the original into the magma just as it erupts several feet in the air.
Yang: (noticing what just happened) What?
Ruby and Blake: (simultaneously panicked) Weiss!
Port: It appears we have a double knockout on our hands!
Oobleck: In fact, it looks as though Miss Schnee's Aura has been completely depleted! She sacrificed herself to take out Flynt! Wait a minute. What's this!?
"This" turns out to be Flynt, wobbly and almost at his limit, but standing back up from the smoke.
Port: Ladies and gentlemen, Flynt Coal remains standing!
Flynt begins walking toward Yang, a look of pure anger on his face.
Neon: (skating back over to her leader as he marches forward) You did it, Flynt! Don't worry about her, she's easy! But kind of annoying.
Port: (as Yang finally reaches her breaking point, fists clenching and ground trembling) Ooh, looks like Yang's angry! And you wouldn't like her when she's... upset.
Her scream of rage combining with the group of lava bursts from the rocks, she punches out several shots at the two opponents, who manage to dodge the blasts.
Flynt: Yo, Neon, go!
He blows again and helps Neon rush forward, and Yang meets her in the waves of sound, using her shots to keep her from being pushed away as she attempts to get a hit on the girl. Failing that, she leaps out of the noise and blasts the ground where Neon is, then launching herself back to create some space. Her blasts almost gets Flynt, who's forced to change the direction of his tune and direct Neon elsewhere, still avoiding the blasts and even rolling on the debris being formed, though with a noticeably more shaky stance than usual. She rolls up on a ramp made from the debris into the geyser biome. Yang lands on the ground away from her and runs right at Flynt, rocketing forward even as he uses his Semblance once more to deliver a fourfold attack. Shooting behind her, however, provides the necessary boost to finally get close and clap her hands over the mouth of the trumpet. Less than a second of silence is broken by the musical backfire right in Flynt's face, becoming one person for the final time as he's knocked on his back and the buzzer rings.
Oobleck: Oh, sour note for Flynt!
Yang slides back from the blast, searching for her remaining opponent as Neon tries avoiding the geyser spouts.
Neon: Never miss a beat! Never miss a beat! Never miss a...
At that moment, her front wheels catch on a crack in the ground, losing her balance and causing her to shed a few quick tears.
Time catches up as she pitches forward, trying to roll up in a ball only to get caught in the blast of a geyser. She's helpless to do anything as Yang smirks, fires off a single shot, and hits her screaming target in an explosion of sparks and smoke, as well as a third buzzing sound.
Yang: (continues to look enraged until she blinks her eyes back to purple and realizes something) Weiss! (she runs back into the fire section and kneels next to her ash-covered teammate) Weiss! Are you okay?
Weiss: (gets up and coughs some smoke before weakly responding) I may not be singing for a while.
Yang: (looks both worried and relieved until she breaks out into a joking smile) You know, I'm not sure that was proper form.
Weiss: Oh, ha ha. (suffers another coughing fit)
Neon: WHAT!? We lost? We lost? (Yang and Weiss' attention are drawn to her, now devoid of color, as she freaks out) Team FNKI lost? That was... that was... (color returns to the suddenly-overjoyed redhead as her eyes turn into rainbow sparkles for a moment) ... amazing! Oh my gosh, you guys were super crazy awesome! We should definitely party together sometime, right Flynt?
Flynt: (getting back to his feet) That was a gutsy move, Schnee. (he pauses) I dig it.
Yang and Weiss smile at the good losers and see the rest of their team coming to the injured heiress' side.
Blake: Good job, you two!
The team stays like that, cradling Weiss in their arms and soaking in the cheers of the crowd.
Later on that evening in a certain Beacon dorm room, Cinder Fall is sitting on her bed looking through files on her Scroll. Emerald Sustrai is lying on the floor also playing with her own device, and Mercury Black is doing push-ups beside her.
Cinder: (eyes widening in surprise, followed by a smile) Oh.
Emerald: (looking over with Mercury) What?
Cinder: (as she access a document regarding the blueprints of "P.E.N.N.Y.") Oh nothing. We're just going to be making a slight, hmm... alternation in the plan.
Mercury: (as he and Emerald share a somewhat concerned look) What does that mean?
Cinder: (while continuing to look at the familiar image of a robotic redhead) It means that this will be even easier than we thought.
Within the headmaster's office at twilight, Professor Ozpin is facing the window, his back to the elevators when the doors open and Qrow Branwen steps inside, approaching his desk with coffee mug in hand.
Qrow: You know, he's making you look like a fool.
Ozpin: His heart is in the right place. He's just... misguided.
Qrow: Sometimes, I'm not even sure he has a heart. (takes a drink from his cup and shifts his weight before asking) So, have you chosen your guardian yet?
Ozpin: (swirling his chair around to face Qrow) Maidens choose themselves. I simply believe I've found the right candidate. Ever since the day I met her, I had the feeling she would be the one. She's strong, intelligent, caring... but most importantly, she's ready.
As he lists these qualities off, Pyrrha Nikos is seen entering the elevator of the Cross Continental Transmit System tower. She turns just when the doors close on her ambiguous smile, and the scene cuts to black as the credits roll.
- Russel Thrush
- Sky Lark
- Penny Polendina
- Ciel Soleil (First Appearance)
- Ruby Rose
- Yang Xiao Long
- Blake Belladonna
- Weiss Schnee
- Neon Katt (First Appearance)
- Flynt Coal (First Appearance)
- Bartholomew Oobleck
- Peter Port
- Jaune Arc (Cameo)
- Lie Ren (Cameo)
- Cinder Fall
- Emerald Sustrai
- Mercury Black
- Qrow Branwen
- Pyrrha Nikos
- Neon Katt seems to be based on Nyan Cat. Flynt Coal is based on a running joke from the Achievement Hunter Let's Play Minecraft series.
- Port's line, "Looks like Yang's angry! And you wouldn't like her when she's... upset" is a reference to the Incredible Hulk's catchphrase, "Don't make me angry. You wouldn't like me when I'm angry".
- In the original plan for the episode, Pyrrha and Nora Valkyrie would have faced Sun and Neptune in a doubles round match. Unfortunately, the fight had to be cut for time and lack of relevance to the plot. Neptune's fear of water would have played a role in the fight, and the biomes used would have been "anti-grav" (the Tron-like biome seen in background of Penny's fight, also seen during the main menu of the DVD/Blu-Ray), swamp, ice and desert. Obviously, Pyrrha and Nora would have won the fight so Pyrrha could progress to the singles round. Given that Sun appears as one of the finalists in "Fall", canonically, this match could not have actually taken place.
- Qrow's phrase "I'm not even sure he has a heart" referring to Ironwood is another comparison to the Tin Man from The Wizard of Oz, who was searching for a heart.
- The last few seconds of the score from the fight between Team R.W.B.Y. and Team F.N.K.I. are used as the outro theme for several Rooster Teeth animated shows.
- The credits, like usual, play part of the score throughout their duration. In this episode, it plays part of the "RWBY vs. FNKI" track. In the online version, it plays the Brass remix of "I Burn" (heard when Yang fights Flynt and Neon by herself). On the DVD/Blu-Ray release, however, it plays the scat vocals of "This Will Be the Day" by Casey Williams (heard when Weiss summons her glyphs against Flynt earlier).
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