Picking up immediately from "Round One", Team JNPR fights against Team BRNZ of Vacuo's Shade Academy in their first match of the Vytal Festival combat tournament. The combat area is split evenly between two biomes, the first is a heavily wooded area, and the other a mountainous terrain.
After a brief fight at the center of the arena, JNPR is quickly forced to retreat and stay in cover by May Zedong, who has taken up a position in the trees with her sniper rifle. Jaune Arc orders his team to spread out and keep moving in order to evade May's fire as the rest of Team BRNZ presses the attack.
Nolan Porfirio manages to best Lie Ren in close-quarters combat and momentarily incapacitates him using his electrified baton. Nolan then attempts to do the same to Nora Valkyrie but is surprised to learn that her Semblance allows her to produce and channel electrical energy directly to her muscles. Nora absorbs Nolan's attack and sends him flying with her hammer. With help from Pyrrha Nikos, Nora reaches the top of the mountain and absorbs the lightning from an electrical storm that conveniently forms overhead. Nora destroys May's cover with her grenades and hits the other three members of BRNZ with a devastating attack from her hammer.
Jaune attempts to lead his teammates into finishing BRNZ off with codenamed team-attacks, "Flower Power" (for Ren and Nora) and "Arkos" (for himself and Pyrrha), but his teammates do not understand his instructions, much to his frustration. After failing to explain his gameplan to his teammates, he simply orders Nora to hit BRNZ with her hammer. She promptly proceeds to do so, knocking them out of the arena and winning the match.
The next match is between Team NDGO of Shade and Team SSSN, representing Mistral's Haven Academy. Weiss Schnee initially cheers for Neptune, but after seeing him attempting to flirt with the members of NDGO, quickly changes her allegiance. The terrain for the match is half a sun-baked desert wasteland reminiscent of Vacuo's terrain, and half a tropical ocean biome centered around a large shipwreck - much to the horror of Neptune, who has a crippling fear of water.
As the match begins, Neptune scrambles to the top of the opposing team's terrain to get away from the water, to the confusion of both teams. In the ensuing melee, NDGO quickly gains the advantage as Dew Gayl throws Sage Ayana clear out of the ring by creating a huge gust of wind and dust devils. With help from Neptune, Sun Wukong manages to defeat Octavia Ember with his nunchucks, evening out the match to 3-on-3.
Scarlet David bests Nebula Violette in a sword duel atop the mast of the shipwreck. He also immobilizes Gwen Darcy using a grappling shot from his flintlock pistol. Sun attempts to take out Dew by throwing a pair of coconuts, but she deflects his attack onto Scarlet, hitting him in his groin, which exhausts his Aura and knocks him out of the match.
As the remaining three members of NDGO regroup in the ocean, Sun finally gets Neptune to gingerly approach the water's edge. Using electricity from his trident, he electrifies all three opponents in one fell swoop, winning the match.
Meanwhile, Qrow Branwen has been watching the matches from a bar in Vale, but is utterly unimpressed by both JNPR and SSSN's performances, calling the latter's match "a mess". When a distinctive airship passes by, Qrow takes note and drunkenly leaves the bar, offhandedly commenting that this was the fight he was waiting for.
After the opening, the scene starts on the familiar shot of Team JNPR readying themselves against their opponents in the Amity Colosseum, the mountains to their back and forest on the other side. A large holographic screen counts down with Peter Port over the crowd's cheering.
Port: 3... 2... 1...
Jaune: (raising his sword) Come on guys!
All four members of JNPR charge forward, but only three fighters from BRNZ do the same; the beanie-wearing May Zedong turns around and heads into the trees, cocking her weapon. In the center of the field, leader Brawnz Ni delivers a knee kick to Pyrrha Nikos' shield that sends her skidding back, right before she blocks the claws on his fists with her xiphos. She jerks her sword away and makes him leap back, just as the sniper jumps up into the branches of the forest with the bladed butt of her sniper rifle. Lie Ren readies his StormFlower to attack Nolan Porfirio, who almost gets blindsided by Nora Valkyries swing with Magnhild before he ducks under the attack and attempts to hit her with his cattle prod. The sniper girl finally takes aim from her spot and manages to fire off two rounds near Ren, destroying the rocks behind him. Jaune manages to block the buzzsaw gloves of Roy Stallion with his own shield before he notices the bullets flying and sees the glint of the gun in the leaves.
Jaune: (wide-eyed and stumbling over his order) R-R-Retreat!
Ren glances back at his leader as a shot hits the ground by his feet. He and Nora start running back into the mountains as Jaune and Pyrrha cover their escape by blocking the bullets with their shields. The four leap over a rocky outcropping for cover.
Pyrrha: (to Jaune as projectiles keep coming overhead) What do we do?
Jaune: (looking over the edge to see the melee fighters closing in) Spread out! Try to keep moving! (his team follows this just as Brawnz lands a punch on Jaune's shield)
May gets even higher in the tree and smiles from behind her scope as she looks at the fight below. Brawnz and Pyrrha continue to duke it out while Nolan slowly advances on Ren when he slides into his path. The prod-wielding warrior looks back at the trees and nods to his hidden ally, who shoots at Ren's feet again and makes him jump around trying to dodge them. Just as he lands, Nolan hits him upside the head with his weapon and is able to easily dodge the retaliatory kick while landing another blow to Ren's knee and a final hit to the chest using the business end of his prod. Electricity shoots through Ren's body before he collapses to the ground beside his childhood friend.
Scowling, Nora takes a swing at Nolan, who promptly dodges it and again unleashes his weapon's power into her corset, though this causes a quite different reaction from the grinning redhead.
Port: (speaking from his spot on the giant hologram screen overhead with Doctor Bartholomew Oobleck beside him) Oh-ho! Looks like one of my favorite students, Nora Valkyrie, is charging up to use her Semblance!
Nolan: (looking up at the screen with a panicked look) What?
Oobleck: Yes, Ms. Valkyrie's Semblance lets her produce, as well as channel, electrical energy straight to her muscles! This allows her to jump explosively into the air, wield her mighty hammer, or in this case, absorb Nolan's attacks and send the young man flying!
Nolan: (turning back to his opponent) What?!
Nolan finally takes his cattle prod away, but the damage is done: Nora flexes her arms as pink lightning is seen coursing through her body. Nolan attempts to lift his hands up in surrender, but thunder starts sparking from Nora's Aura as she rushes at him. There's a split-second where Nolan's horrified face and Nora's victorious smile are seen close-up on the sides of the screens before the hammer hits head-on and Nolan bounces back across the field, crashing through a rock and staying there when he's stopped moving.
Jaune looks back at the mountaintop on his team's side as a dark storm cloud appears over it, crackling with lightning. He looks over at his energized teammate.
Jaune: Nora! Get to the mountain!
Nora: (saluting) You got it! (she sprints off to start her climb)
Jaune: Ren! Try and distract the sniper!
Ren: (as another shot nearly misses his head, he slouches, sarcastically replying) Sure... Why not.
The remaining three members of JNPR run forward as Nora hops up and rapidly ascends the mountain. Roy throws the saws from his gloves into Jaune's shield, which still manages to bend the metal and slam the leader's own defense in his face before the weapons return back to their master. Pyrrha gets up close to him, and he delivers a series of spinning swings with his arms into Akoúo̱ as Jaune shakes off his disorientation and charges into battle yet again.
Weiss: Well, he's certainly improved.
Yang: Yeah, but he ain't got nothing on Pyrrha!
Back in the fight, Yang's statement is proven true with Pyrrha taking on both Brawnz and Roy, delivering a kick to one as she deftly dodges and blocks the discs of the other, throwing her javelin to distract the latter while she somersaults back to use both feet in landing a blow on Brawnz. May attempts to shoot Ren while he dashes his way toward her position, leaping out of the way of her shots, the flying saws, and even sliding under Pyrrha before he runs at Nolan, weapons blasting until he's close enough to start swinging his blades away. He ducks and deflects each of the cattle prod's attempted hits until he manages to hold it in the pistol's blades and double kicks his opponent, giving him the opportunity to catch Nolan's weapon in his own as the prod is forced behind Nolan's head and leaves him trapped. Ren hides behind the teammate of the sniper, who stops aiming at him and lifts her barrel up to another target.
Ren: (as he keeps the struggling Nolan in place) Nora!
Jaune: (as he catches Brawnz's claws with his blade while Nora lifts herself higher and higher to the top) Pyrrha! Up!
His partner rushes towards him, dodge rolling to avoid a launched saw until she bounds over Brawnz and lands on Jaune's shield. He manages to throw her into the air with her own shield raised to block the kill-shot aimed at Nora. This gives the redhead just enough time reach the peak, and she lifts her hammer up as a bolt of lightning hits the weapon directly. She changes it back into grenade-launching form and pops the front off to reveal six explosives that shoot out over the field in a heart-shaped formation onto the sniper. The poor girl barely has time to gawk before she leaps over to a nearby tree just as the one she was in goes up in pink flames, leaving only a giant scorch mark billowing smoke to block out the coughing sniper's view. She jumps down from the branches just as her three teammates look up and behind them at Nora coming down on them like a meteor, slamming her hammer into the ground and sending the enemies back at the feet of their disoriented teammate.
Jaune: This is it, guys! Let's finish 'em with team attacks! (raising his sword as he calls out) Ren! Nora! Flower Power!
Nora: Wait, what?
Jaune: (lowing his blade as he looks back at his befuddled team) F-Flower Power. (his lost friends shrug) That's your team attack name!
Ren: Since when?
Jaune: Guys, we've been over this! (gesturing at his teammates, not noticing the other team getting up, ready to fight again) Flower Power is Ren and Nora! Ren brings the flower, Nora brings the power!
Ren: (rubbing the back of his head with one of his guns) How do I bring a flower?
Nora: No, silly, not a flower! Flour, like in baking!
Ren: Why would I bring that?
Jaune: I- Uh- No, it's your symbol!
Pyrrha: Sooo, what are we?
Pyrrha: Sorry! I just want to make sure it's clearly defined.
Jaune: (trying to be patient while Team BRNZ looks more confused than their opponents) Pyrrha, you and I are Arkos. It's that thing when we take our shields? Remember?
Jaune: Yeah! It's our names put together!
Pyrrha: Right, no, I get it...
Jaune: What, do you not like it?
Pyrrha: No, no! It's... good?
Nora: Mmm, I sense hesitation.
Brawnz: (finally calling out to them) Hey! (Team JNPR looks back with a collective "Huh?") What do you think you're doing!?
Jaune: (as if it's extremely obvious) Trying to have a team meeting, thank you very little!
Nora: Yeah! Team ears only! (points to her own ears to demonstrate)
Brawnz: (looks at his shrugging teammates before he goes back to yelling) WE'RE IN THE MIDDLE OF A FIGHT!
Jaune: (turning back and screaming even louder) AND WE'RE IN THE MIDDLE OF A CONVERSATION! WHAT DON'T YOU GET ABOUT THAT!?
Pyrrha: Um, Jaune?
Jaune: (annoyed) Yes, Pyrrha?
Pyrrha: I think that he means that we're all in the middle of a fight.
The sound of the crowds around them come back in full volume as Jaune remembers the real situation.
Jaune: Ugh... (putting his sword up to his forehead in exasperation) Nora, just... hit them with the hammer.
Nora: (gives one more evil smirk) Got it.
Brawnz: Wait, what?!
Before anyone can react, Nora jumps over in front of Team BRNZ, then brings her hammer around to collide with all four screaming fighters as they soar straight into the forcefield surrounding the arena's rim, sliding down to the ground with arms and legs in bent positions they really shouldn't be.
Port: And with that, it appears Team JNPR wins by knockout, literally! ...Can someone go make sure they're okay?
At the appropriately-named Crow Bar, a gray-haired figure in a tattered red cloak is sitting at the counter with a collection of empty glasses to his side. He takes a swig from another drink as he looks up at the screen above, displaying an image of the victors with the caption "Team JNPR Defeats Team BRNZ!"
Bartender: (as he wipes the surface of a glass in his hands) Huh, those kids weren't half bad!
The familiar stranger merely lets out a "Meh" as he raises the beverage back to his lips.
Oobleck: (with an image of Team BRNZ at the moment they all felt the force of Nora's hammer) Ah, well, Vacuo fans are sure to be hurting after that one, but this next one will have them on the edge of their seats!
Port: (displaying a picture of the four new challengers to his right) Team NDGO of Shade is certainly a crowd favorite, but these lovely ladies are going against some of the toughest, testosterone-filled teammates we've seen so far! I'm of course talking about... Team SSSN! (the camera cuts to the view of a few spectators in the stands holding up signs with each male's face decorated with hearts, the exception being a simple image of a certain set of abs) Sun Wukong and his team are certainly a force to be reckoned with, and although he'll be representing the Mistral Academy of Haven, I'm sure his friends and family back in Vacuo will be cheering him along! (Team SSSN walks into the center of the field, waving to the cheering crowds as they do so)
Weiss: (cupping her hands to sweetly call out) Good luck, Neptune!
Neptune: (his waving continues until he spots his four beautiful opponents, which causes him to develop a confident attitude as he addresses them) Ladies.
Weiss: (shock at this simple word turns to her shaking with rage until she angrily gets up and points into the arena) Break his stupid face, NDGO!
Neptune: (as the crowds get ready and the teams stand on opposite sides from one another) Alright, girls, try and remember: hands above the waist.
Sun: (grasping Neptune's arm as he apologizes) Ignore him, for he... Yeah, he's dumb.
Neptune simply gives a sparkling wink to the disgusted females as the holographic roulette shows up again, landing on a yellow image of sunny dunes and stone formations until the real thing emerges from below. A small circular light even appears overhead, causing most of the crowd to don sunglasses.
Nebula: (laughing as she looks back at their selection) Alright! Home field advantage!
Sun: Don't get too cocky! That's my turf, too!
Scarlet: (looking down at his attire as the roulette begins again on the other side) I hope I don't get sand in my shoes.
Neptune: (leaning over and whispering) Be cool, man.
Dew: (when the spinning images stop on a blue symbol of tidal waves) Hey! The ocean!
Neptune: Huh? (turns and sees the random pick for himself, eyes dilated at his goggles reflect the terrifying image, a slight whimper escaping him)
Ruby: (to her teammates) Uhh, what's wrong with Neptune?
Blake: Oh, no. (her face is in her hand, unable to look as the sandy beach and pirate shipwreck rises into the arena while Neptune stiffens up with fear until she confides to a surprised Yang) Neptune's ... afraid of the water.
Oobleck: 3, 2, 1, BEGIN!
As soon as the word is said, Neptune zooms through the enemy team and skids up the mountain behind them.
Sage: (calling out to the fleeing teammate) Neptune, what are you doing?!
Neptune: (now standing on a ledge near the top of the formation, yelling down to his friends) Uh, you know, just gaining the higher ground!
Sun: (exasperatedly) On the enemy's side?!
Neptune: They would never expect it!
Dew: (turning to her allies) He's not wrong.
Nebula: (calling out her first order) Open fire!
Team NDGO goes forward into their turf as Team SSSN follows them, Sage with his sword raised and Scarlet having ditched his coat. He comes upon Octavia Ember emerging out from a nearby arch and tries to slice her with his cutlass. She ducks under the swing and continues sliding away, past the middle of Dew and Sage getting ready to rumble. Sage hefts Pilgrim overhead with both hands and brings it down, only to get knocked back by Dew's spear. He glances up in time to see the blonde wave her weapon over the sand to create three small twisters that kick up dust in Sage's face. He looks around as they surround him, but doesn't realize the danger until they coalesce into one big tornado that picks him up off the ground. With his weapon torn out of his grip and screaming in panic, he's totally helpless as the winds throw him and his blade out of the arena.
Oobleck: (as Sage slams the ground with fists upon seeing his image now crossed out on the holographic board) And NDGO gains the advantage!
Octavia slides in front of Sun and Scarlet, who ready themselves to fight her just as she spins her sword around and produces a wave of flame that kicks up dust in their faces. Sun manages to jump out of the cloud just in time to call for help in fighting the redhead.
Seeing his leader fall back as Octavia attacks Scarlet again, Neptune leaps down from his position and cocks his gun. Octavia attempts to use another fire attack to blind Neptune, but he simply puts on his goggles and fires a bolt as his opponent, who blocks it with her blade right before seeing Sun leap out of nowhere to deliver a neck-snapping kick to her face. Now furious, a scowling Octavia tries to retaliate by bringing her blade down onto the Faunus. But the blow is countered by Sun's Ruyi Bang and Jingu Bang in its staff form as he draws the weapon, then spins it all around his body while hitting several parts of hers. He ends it with a jab that knocks Octavia on her back in the sand.
Port: Oh! And we're down to 3-on-3!
Sun looks at Neptune fighting with Gwen Darcy as she circles him with her flying knives and Scarlet attempting to go weapon-to-weapon with Dew. She easily dodges a kick then calls upon another sandy cyclone to lift Scarlet up, and he revolves around the spiral until it launches him over the shipwreck. It seems like he's about to be eliminated at well, but he extends his arms and manages to dive onto a part of the mast. Noticing this, Nebula and Gwen rush to pursue him. Scarlet catches the beam and flips himself up almost losing his balance once the pole is under his feet. He eventually finds his balance right when Nebula closes in and launches an arrow with her crossbow at the mast, using it to jump right up to where Scarlet is. She folds up the sides of her weapon into a blade to cross swords with her opponent, the both of them trading blows while ducking and missing, then Scarlet is struck by Nebula's hilt and counters with a kick to the head. Nebula circles the mast and deflects another blow then slams her blade over Scarlet's and forces him to lean back on the post. Luckily, he manages to get his sword back out from the trap and feign a swing at Nebula's feet before knocking into her with his elbow, causing the NDGO leader to fall into the sand below.
From his position, Scarlet sees Gwen continue to throw her knives at Sun, and he smirks before whipping out his pistol and shooting the hilt guard as a grappling hook to get her by the ankle.
He uses the cord to lift Gwen into the air while he slowly comes down to the ground, only to land directly beneath her as she attempts to protect her modesty while knives start raining down from her dress. Scarlet quickly adopts a pose that somehow allows him to miss every single blade that comes crashing down into the sand at his feet, which he gives a sigh of relief to. His luck doesn't hold when Dew leaps near Sun, causing the monkey Faunus to find his new improvised weapons in the form of two coconuts he knocks out the palm tree beside him, which he throws at his opponent only to get them knocked right back at him, now spontaneously catching fire as they travel. Sun narrowly misses them both, but Scarlet gets one straight to the face, and the other lands in a place that makes him squeal in unimaginable pain while dropping his Aura levels into elimination.
Sun: (sighs) Nuts! (looks from Scarlet to Dew as she summons a few water blue tornadoes that he tries to dodge around) Uh, Neptune? Could use some help, buddy!
Neptune: (calling back to his leader with his excuses) Uh, you know, uh, it would probably be better if you came over here! Yeah, I can guard this... sector! We're in lockdown mode!
Sun: (looks around infuriated as Nebula manages to shoot the cord holding Gwen up in the background) What are you talking about? There's nothing to lock down!
Neptune: Lockdown! Right! You got it!
Sun: (jumping out from Dew's attempt to pierce him with her spear as he calls out to Neptune) Dude, I know you're afraid of water, but you gotta- (he stops yelling when a blue shot knocks an attacking Dew out of midair and into the water)
Neptune: There! I helped! Are you happy now!? (pause) Also, I am not afraid of water, and I have no idea what you are talking about!
Dew manages to get back up as Nebula and Gwen join their comrade, lifting their weapons and ready to fight once more.
Sun: (frustrated as he gestures at the three with both hands) NEPTUNE!
Neptune: Okay, fine! Just get out of the water!
Neptune jumps over to a spot near the coastal line next to Sun, and he unfolds Tri-Hard into its trident form before tip-toeing forwards and, eyes closed, plunges the sparking prongs into the water. The energy surges through the deep until the remaining members of NDGO are electrocuted and sink to their knees in the water, smoking and defeated with the sound of the buzzer.
Port: (while Sun and Neptune chest bump each other in celebration) And with that, Team SSSN moves on to the doubles round! (to Oobleck) You know what I call that victory?
Port: No, well earned. What you said is stupid.
Oobleck turns away, frowning.
Bartender: (whistling at the screen, back in his establishment with its one customer) Now that was a match!
Qrow: (a light slur in his words) Heh, that was a mess!
Bartender: Come on man, you didn't like them, the Vale kids, or any of the rounds before that? What fight are you here for?
Qrow: (sees an aircraft with elegant ribbons flying from its wings behind him) That one. (finishes his drink as the world sways with the happily inebriated Huntsman until he slams the glass down on the counter and tosses a few Lien alongside it) Happy Vytal Festival!
Bartender: (watches as his sole patron staggers away and puts down the glass he just finished cleaning, only to knock it down and shatter it when he reaches for another one) Aw, gee darn it!
Ruby: (leans back in her seat and sighs) Aw, that was so close!
Yang: Looks like the dorks made it to the next round!
Blake: (looks down in the arena where Sun and Neptune are dancing like fools before the fellow Faunus gives her a special double-gun gesture with a wink, eliciting a blush and a small smile from his target) Emphasis on "dork".
Oobleck: (over the sound system) That concludes the matches for today. Please leave the Coliseum IN A CALM AND ORDERLY FASHION!
Yang: (after Team RWBY stops flinching from the unexpected volume change) Come on, let's go congratulate 'em.
The four girls get up from their seats and start to head out just as the same ribbon-adorned craft passes over the Colosseum, causing Weiss to stop in her tracks and Ruby to bounce into her.
Ruby: Uh, what are you viewing?
Weiss: (looking up at the craft with a strange expression and strain in her voice) She's here!
The Schnee heiress' face displays a mix of joy and anxiety as the screen cuts to black and the credits roll.
- Lie Ren
- Nora Valkyrie
- Jaune Arc
- Pyrrha Nikos
- Peter Port
- Brawnz Ni
- Roy Stallion
- Nolan Porfirio
- May Zedong
- Bartholomew Oobleck
- Yang Xiao Long
- Ruby Rose
- Weiss Schnee
- Blake Belladonna
- Qrow Branwen (First Appearance)
- Bartender (First Appearance)
- Nebula Violette (First Appearance)
- Dew Gayl (First Appearance)
- Gwen Darcy (First Appearance)
- Octavia Ember (First Appearance)
- Sun Wukong
- Sage Ayana
- Scarlet David
- Neptune Vasilias
- Team NDGO was created by a group of fans who backed Rooster Teeth's Lazer Team Indiegogo crowdfunding campaign. Grace Bono, Paige Campbell, Claire Hogan and Mylissa Zelechowski voiced their characters and are also listed as "Team NDGO Character Consultants" in the credits of the episode. Kim Newman and Kate Warner provided additional spoken lines for the characters Nebula and Dew.
- Additionally, the Bartender is voiced by Markus Horstemeyer, who was also an Indiegogo backer who received the perk to have a voice-over role in RWBY.
- Nora's Semblance is likely a reference to the Norse deity Thor, who was the god of lightning, thunder and storms.
- Neptune's fear of water is an ironic reference to the Roman deity Neptune, who was the god of the sea.
- The team attacks that Jaune named are references, much like Team RWBY's team attack names from "Painting the Town..."
- Whilst May Zedong of Team BRNZ is seen running in the opposite direction to her teammates in this episode, at the end of the previous episode, "Round One", she is shown running forward with her team.
- Sun's hand raise and line regarding Neptune ("Ignore him, for he... Yeah, he's dumb.") is a callback to Neptune's gesture and line regarding Sun ("Ignore him for he knows not what he says.") in Volume 2, Chapter 6 "Burning the Candle".
- When Sage gets flung out of the arena, Neptune's picture on the scoreboard does Neptune's hands-above-the-waist gesture.
- According to the Volume 3 Directors' Commentary, the original script for this episode included the opening scene from the next episode, "It's Brawl in the Family". It was supposed to end directly after Qrow says "Come and take it." However, moving the scene to the next episode balanced both episodes' run times.
- Main article: New Challengers.../Image Gallery