With Atlas compromised, James Ironwood sends Winter to claim the Winter Maiden powers from Fria, with Penny being sent as protection. However Cinder stalks them both to track down where Ironwood has been hiding Fria. When the two arrive in the Medical Facility to begin the transfer, Cinder attacks them both.
Meanwhile, Ruby Rose and Weiss Schnee set off to Fria's location themselves with the intent to prevent Ironwood from accessing the Relic of Creation, who plans to use the staff's power to raise Atlas into the atmosphere and leave Mantle to die from Salem's impending attack.
Having already started fighting offscreen, Penny throws a punch in Cinder's direction, who catches the attack with ease, using her Shadow Hand to swing Penny away into the wall. She smirks and begins to move back into Fria's room, only to be interrupted by miniature Nevermore summons, followed quickly by Winter lunging at Cinder, who blocks the incoming slashes. During their clash, Cinder begins to rant to Winter about Atlas, letting out her frustrations about how they hoard power to themselves causing others to go hungry for it. Cinder then kicks Winter away, and dodges an attack from Penny's Floating Array, declaring her refusal to starve.
Winter begins to dual wield her weapons, aiding Penny as they attack Cinder, who holds the two of them off, kicking them away. Enraged, Cinder's eyes begin to light up in Maiden flames, and she propels herself towards the two, grabbing both Penny and Winter by the neck, sending them crashing out of the Atlas Medical Facility and into "The Donut".
The three begin to free fall in the sky, Cinder drops Winter after she stabs her Shadow Hand with her second sword, losing it in the process and throws Penny away, following up by conjuring an explosive sword and kicking it at her. The explosions knocks Penny away, and Cinder begins to shout at her. She is interrupted by a bolt of ice knocking her away, revealed to be Winter now riding a Manticore summon. Winter and Penny begin attacking Cinder, pushing her back. The former charges at the Fall Maiden at full speed, only for Cinder to dive underneath and destroy the summon, causing Winter to fall from the sky and allow her to land a fireball on her, breaking her Aura. Penny makes the choice to save Winter as Cinder heads to claim Fria's power. Winter is shocked at Penny's choice and states her life isn't the important one to which Penny disagrees.
Fria wakes up the sight of Cinder, telling her she's been waiting for a long time and asking what it was for. Cinder replies that Fria had been waiting for her, striking at her with her Shadow Hand. However, Fria catches her hand, and her eyes begin to light up in blue flames. Cinder pulls her wrist from Fria's grasp, creates a black glass knife and attempts to stab Fria with it. Fria knocks her away with a blast of blue energy and rises into the air, surrounded by a whirlwind of ice and freezing air. A layer of ice spreads across the floor from beneath her. Some of the ice spreads onto Cinder's Shadow Hand, causing her to scream in pain and jump back. The door of the transfer machine's second pod comes loose and flies toward Cinder, who rolls out of the way and leaps into the observation room through the now-broken window. Fria grasps her head and then cries out, the whirlwind around her intensifying and blasting a hole through the ceiling. The freezing air also pours out of the hole in the wall.
Penny lands on the roof of the medical facility, sets Winter down and stares at the whirlwind. Winter explains that Fria is an example of a fully realized Maiden in action, and tries to climb down, only for the intense power to prove to raw for her, ripping her gloves and freezer-burning her fingers. Penny, Aura still intact, jumps down to talk to Fria, to Winter's shock.
Inside Fria's room, Penny fights against the torrent of freezing winds as she walks toward Fria. Her right foot becomes frozen to the floor, and she uses her jet to break free. At the center of the whirlwind, she finds Fria still levitating in the air. She steps forward and gently rests her hand on Fria's ankle, causing Fria to gasp and look at her in surprise. Fria's Maiden eye flares fade away. She lays on the floor, comforted by Penny. Fria asks Penny if she is the one.
With the winds now calm, Cinder blasts into the room and screams in fury, sending her Shadow Hand toward Penny and Fria. Penny flinches and closes her eyes, just as Winter briefly cuts it off, causing it to disintegrate, and Cinder begins screaming in agony. Penny opens her eyes and looks. Winter takes notice of the wounded Maiden and looks to Penny and Fria in worry.
Winter glares at Cinder again. Cinder continues screaming and begins writhing and convulsing as her Shadow Hand painfully grows back. Cinder glares at Winter, hyperventilating in pain. Cinder focuses on Winter, overwhelming her with black glass constructs, wounding Winter. As Fria begins to pass away, Penny takes her hand. A light blue Aura sheen connects the two briefly. Meanwhile, Winter is thrown across the room and slams into an ice wall. She has a black eye, her hair is down and the legs of her pants are torn. She lies on the floor, groaning in pain, while Cinder walks over to her with a black glass knife in her hand.
A single snowflake drifts past Cinder's face, distracting her. More snowflakes swirl through the air, and Cinder hesitates before turning to look. Penny opens her eyes after a moment, eyes burning with the power of the Winter Maiden. As Cinder stares in rage, suddenly, Weiss' voice distracts her. She turns to look up at the observation room, where Ruby and Weiss are standing. Upon seeing Ruby, Cinder gasps. Cinder generates fireballs in her hands and glares up at Weiss and Ruby, the former of whom gasps. Cinder's expression turns to fear as Ruby's eyes adopt a soft silver glow and unleash a blinding silver light unto the room.
After the light fades, Ruby notices Cinder is now missing, and asks Penny what happened, to which Penny replies that Fria is gone. Winter corrects her, saying Fria is a part of Penny now. Winter then sits herself up, advising the three to surrender to Ironwood's orders, or to run. Weiss begs her not to, pleading to her sister that she needs help. Winter screams at Weiss, telling her she's giving her younger sister a head start to escape. Winter calls for help from Atlesian personnel, and Weiss tells her everyone needs to carve out their own path. Maria Calavera arrives in her Manta airship, where Yang Xiao Long steps in to help. Ruby, Weiss, and Penny leave Winter and Fria's corpse, escaping the city of Atlas.
Later, Winter sends Ironwood a message, informing him they had lost both the Maiden powers and, as a result, the key to the Atlas Vault, eliciting a scream of rage from the General.