At Amity Colosseum, the match between Penny Polendina and Pyrrha Nikos begins. In addition to the masses spectating around the world, Ozpin and General James Ironwood are also watching the match. As the fight commences, Penny attacks with Floating Array, but Pyrrha is able to dodge or deflect her attacks. From the stands, Emerald Sustrai is seen watching them attentively and concentrating.
Outside the arena, Ruby Rose confronts Mercury Black, who acts threateningly and prevents her from leaving. Unarmed and alone, Ruby attempts to escape using her Semblance, but Mercury stops her with a kick to the gut, then proceeds to shoot her Scroll when she attempts to call for help.
During the match, through continuous attacks with a combination of lasers blasts and sword strikes, Penny manages to put Pyrrha on the defensive, even momentarily disarming her, but Pyrrha manages to holds her own using her polarity Semblance. Finally, as Penny prepares her next attack, Emerald discreetly uses her illusions to multiply Penny's weapons dozens of times – making it appear to Pyrrha as if Penny has thousands of swords. In response, Pyrrha unleashes a disproportionately powerful pulse of magnetic force, deflecting all of the swords, but also ensnaring Penny in her own wires. Due to the force of Pyrrha's pulse, the wires cut straight through Penny, cutting the girl into several parts and revealing her robotic nature. Penny falls to the ground motionless, her eyes devoid of life.
The audience around the world is visibly horrified. Pyrrha is shocked by what she has done and Ozpin, watching from his office, is also taken aback. An unknown figure is seen watching from Atlas, reacting with restrained emotion. Ruby, who has managed to escape Mercury, re-enters the stadium where she sees the aftermath of the match and breaks down emotionally. Announcers Bartholomew Oobleck and Peter Port attempt to shut off the broadcast, but they find that they no longer have control.
The broadcast is hijacked by Cinder Fall, who uses it to transmit a message. Cinder places the blame for the incident on the headmasters of the academies. She pointedly asks what purpose Penny, a synthetic soldier disguised as an innocent little girl, could possibly serve against the indiscriminate killers of the Grimm. She calls the students of Beacon Academy lacking in both honor and mercy, citing Yang's unprovoked attack on Mercury and Pyrrha ruthlessly killing Penny. Painting the presence of the Atlesian military in Vale as a hostile occupation and Ozpin's actions as retaliation, Cinder concludes that peace is fragile and claims that the Kingdoms are at the brink of war while their citizens are left unaware.
The Grimm, drawn to the negative emotion in the arena and the rest of the city, have breached the defenses of Vale undetected and begin attacking. Goliaths and all manner of Grimm move in as people panic and attempt to flee. Acting quickly, Ozpin sends Glynda Goodwitch and Qrow Branwen to the city and calls upon Ironwood to use his army to defend it. In the skies above, Giant Nevermores are attacking Amity Colosseum as well as Ironwood's airships while hordes of Beowolves and Ursai overwhelm the troops on the ground.
On one of the airships, Neopolitan, in disguise as an Atlesian officer, frees the imprisoned Roman Torchwick, who commandeers the airship and turns it against its squadron, destroying the two other airships in the vicinity. At the same time, Adam Taurus leads a squad of White Fang soldiers – as well as several Ursai – in an attack on Beacon Academy.
After the opening, the scene opens with the clanks of turning gears found over the headmaster's office, with Professor Ozpin himself walking back to his desk and pouring himself a drink from his teapot as he watches the Vytal Festival Tournament's roulette system deciding the next match.
Oobleck: (over the broadcast) Alright, it's now time to begin the randomization process for our next fight!
Ozpin seats himself behind his desk and takes a sip from his cup as he stares at the "randomized" fight to be.
Down in the arena of Amity Colosseum, Pyrrha is still looking hesitant and distracted while Penny politely salutes her opponent.
Penny: (hands on her hips in excitement) Sal-u-tations, Pyrrha Nikos! It's an honor to finally meet you!
The troubled Pyrrha doesn't respond, looking at her hands as she clenches them in attempted determination.
Penny: (not noticing Pyrrha's reluctance) This is going to be so much fun!
Ruby: Mercury, what are you doing? You were hurt! Why... (narrows her eyes in suspicion) What's going on? (Mercury doesn't answer, still grinning with malice) Fine. If you're not going to tell me... (she attempts to move around him, but he blocks her path, then does it again when she sidesteps)
Oobleck: (over the announcement system to draw Ruby's attention away) Fighters, are you ready?
Oobleck: (counting down as General James Ironwood calmly sits to observe the fight, Nora Valkyrie and Lie Ren cheer for their teammate while Jaune Arc simply watches anxiously, and Emerald Sustrai leans forward with a glare) 3, 2, 1... (Oobleck leans forward) BEGIN!
Suddenly, Penny is surrounded by Floating Array, gesturing the swords around to her command before launching a volley of them at Pyrrha, who runs towards them and leaps though or deflects each aimed blade. The swords fly into the air until they turn around and come back to the fight.
Mercury: (looking back at Ruby) Showtime.
He goes forward, blocking Ruby's path with his arms outstretched, restraining her movements no matter where she moves. Panicked, she grimaces and spins forward, becoming a blur of red and petals rocketing toward Mercury, only for the villain to kick her twice mid-dash with Talaria and knock her to the ground. He advances on her just as she gets out her Scroll, about to push the button to call for help when a bullet sends the device flying out of her hand.
Mercury: (lowering his leg from its kick) Let's just keep this between us friends. (he moves towards her)
Pyrrha, now having returned the shield to her back, twirls the javelin to block each sword swipe of Penny's, dropping her weapon when she needs to somersault away after being hit by a slash, only to magnetically return it to her hand as Penny readies another wave of blades.
Port: My word! What a tremendous display by Miss Polendina!
Fully glowering, Pyrrha rushes forward and jumps on an incoming sword, swinging down on Penny, only to have the assault halted by a collection of blades, though she leaps away from the retaliatory slice as Penny backs away as well. She tries to defend against the multitude of swords with the length of her weapon, but is forced back regardless, prompting Pyrrha to roll the shield from her back onto her arm with her polarity.
Despite the cheers, Pyrrha isn't doing well, looking down to see her Semblance's black energy bend the weapons in her hands unnaturally for a split second. Emerald narrows her gaze further, continuing to concentrate on Pyrrha.
Ruby attempts to block a kick from Mercury with her arms, but gets a face-full of boot. Next he fires a shot but she manages to duck then barely misses being hit by his downward kick and leaps over his leg, spiraling past him, this time getting much father down the corridor. She kicks off of the wall and falls to the ground, pumping her arms as she runs for the exit.
Pyrrha spins wildly as she deflects and dodges each sword, until she gets close enough to Penny to deliver a few slashes with the spear, sending her flying back as Pyrrha bats aside the blades called to their wielder's aid. Penny slides to a stop and makes a new series of motions, the weapons folding up until she's circled by several laser rifles, a few of which open fire on the approaching champion. Pyrrha avoids the blasts and fights off the remaining swords with her blade until she slides into position to charge at Penny and knock her back. Pyrrha straightens with a victorious grin that disappears into dizziness, just as she sees Penny rocketing forward, weapons firing behind her like a jetpack so she can leap into the air, then come down as an energized meteor on her opponent.
Rolling back to her feet, Pyrrha doesn't expect a sword to knock her shield off, then another to do the same for her blade. She tries to get the latter back with her magnetism, but has to use the power to send a flying sword back at Penny's side. It disappears behind Penny, only for her to grin and raise her arms as several appear above her, aimed to strike.
With Emerald still squinting down on the arena, the sharp sound of Emerald's Semblance is heard as Penny's eight swords double, then triple, multiplying into an unreal thicket of blades. At the sight of this, Pyrrha unsteadily steps back, both in reality where the eight swords are ready to go forth and in the hallucinated world, where the cloud of weapons thicken to even block the crowds around her.
Penny sends them all forward, few in reality and hundreds strong in Pyrrha's mind, who is left with no choice but to spread her arms and send out a magnetized shockwave. Each blade is sent reeling back to Penny, who is also unintentionally affected by the Semblance attack clutching her chest in pain. Pyrrha only has a brief moment to understand what's happening before Penny's arms are spread wide as she gasps, the strings attached to her own weapons curling around her left arm and midsection, which are crumpled by the force with the ease of an aluminum can.
There is a moment of darkness, cut by the wire slicing through the electronics in Penny's torso to reveal a shocked Pyrrha, and the entire stadium watching the now unmoving swords drop to the ground. A piece of fabric flutters to the arena floor, only to be pinned by the point of a falling blade, away from the torn halves of Penny Polendina.
Pyrrha stares in abject horror, eyes wide and mouth agape.
Port: (straightening in shock at the revelation alongside Oobleck, and with Ozpin standing up from his chair back at Beacon) No!
While the remains of Penny's missing arm spark with electricity from the exposed wiring inside, her big green irises, now looking like camera shutters, slowly expand so her dark, lifeless pupils take up most of her eyes with the sound of a machine shutting down.
In an Atlas laboratory, a balding white-bearded man watches the live footage on the news, his hand gripping the armrest of his chair tightly. The crowds are still terrified by the sight, and miles away in Mountain Glenn, Grimm of all kinds turn toward the Colosseum, and begin to charge.
Finally, Ruby turns a corner and emerges from the service tunnel, only to see with her own eyes that she is far too late.
Ruby: (falling to her knees) Penny... (she begins to cry, the tears fall as she sobs miserably)
The levitating arena is lowered back into place under the spotlights, and Mercury appears behind the weeping Ruby, grinning widely at his success in delaying her before stepping back into the Colosseum's maintenance area. Ruby tenses slightly as she hears his footsteps, but slumps forward once again as the door noisily swings shut.
Oobleck: (putting a hand up to his ear) Broadcast, what are you doing? Kill the feed!
Broadcast Op: (over the earpiece) Something's wrong! We don't have control of the cameras! We can't even stop the broadcast!
Oobleck: What!? How is that possible!?
In answer, the background behind the two teachers changes to the video feed of the sight before them, tinted an ominous bright red with a black queen chess piece hovering over the scene. They turn back to the arena as a familiar voice rings out throughout the Colosseum and the rest of the world watching these events.
Cinder: This is not a tragedy. This was not an accident. This is what happens when you hand over your trust, your safety, your children, to men who claim to be our guardians, (Several audience members look uneasy, while Jaune is seen mouth agape in shock) but are, in reality, nothing more than men. (seen standing on a rooftop, speaking into her Scroll) Our Academies' Headmasters wield more power than most armies, and one was audacious enough to control both.
Ironwood, realizing who she's talking about, grimaces and rises from his seat, marching up the steps.
Cinder: They cling to this power in the name of peace, and yet, what do we have here? One nation's attempt at a synthetic army, mercilessly torn apart by another's star pupil. What need would Atlas have for a soldier disguised as an innocent little girl? I don't think the Grimm can tell the difference.
Pyrrha continues to stare at the remains of Penny in dread and guilt. Lips parting as she raises a hand to cover her mouth. Then her eyes start watering, a single tear falling. Back in the fairgrounds, a gaping Weiss Schnee and Blake Belladonna watch the hacked screen of the Shopkeep's stall. The owner and several others including Roy Stallion are gathered nearby. Blake's expression becomes a glare as the speech continues.
Cinder: And what, I ask you, is Ozpin teaching his students? First a dismemberment, now this? Huntsmen and Huntresses should carry themselves with honor and mercy, yet I have witnessed neither.
Cinder: Perhaps Ozpin felt as though defeating Atlas in the Tournament would help people forget his colossal failure to protect Vale when the Grimm invaded its streets. Or perhaps this was his message to the tyrannical dictator that has occupied an unsuspecting kingdom with armed forces. Honestly, I haven't the slightest clue as to who is right and who is wrong. But I know the existence of peace is fragile, and the leaders of our kingdoms conduct their business with iron gloves.
Ozpin watches the screen intently, The Long Memory at his side and Atlesian Airships hovering beyond his window. Amid the silence over the Colosseum as they absorb the revolutionary words, no one notices Emerald exit the stadium.
Cinder: As someone who hails from Mistral, I can assure you the situation there is... equally undesirable. Our Kingdoms are on the brink of war, yet we, the citizens, are left in the dark.
Two blue Atlas Soldiers watch the message on their Scroll, not noticing the wave of Grimm coming out of the mist shrouded treeline until they hear growling. Both turn and open fire the best they can, shooting down a few. But many more rush past them with Cinder's voice still stirring up trouble from her position with a malevolent smile.
Cinder: So I ask you: When the first shots are fired... who do you think you can trust?
In the Colosseum, the screens cut from red and black to complete static.
Oobleck: (to Port) The feeds are all jammed! We can't get a message out!
Port: (to the people working behind the scenes) Will somebody tell me what in the world is happening!?
The question is answered with the sound of a wailing alarm throughout the structure, with humans and Faunus and even a Henchman holding a tub of popcorn looking up in alarm at the orange flashing screens reading "CAUTION".
Warning Announcer: Alert. Incoming Grimm attack. Threat level: Nine. Please seek shelter in a calm and orderly manner.
The crowds begin to flee, wild and screaming, through the exit tunnels, while Ironwood enters the announcers' box and grabs the microphone from between Port and Oobleck.
Ironwood: Ladies and gentlemen, please. There is no need for panic.
With that said, a Giant Nevermore appears atop the arena's domed force field, giving a series of deafening screeches as it claws and pecks at the defense with its beak.
Coco: (lowering her sunglasses) How did it get past the Kingdom's defenses!?
Ren: (rising up beside them) It wasn't alone.
In the headmaster's office, Ozpin is gripping his cane tight, watching the city come under attack with a horrified expression.
Ozpin: (turning to them) Get to the city!
Ozpin: (resolutely) NOW!
Qrow and Glynda exchange a look before going back the way they came. Meanwhile, Mountain Glenn is almost silent, as every monster lurking there from Beowolves to Boarbatusks, Ursai and Nevermores, and even lumbering Goliaths with wide red eyes rush forward.
Ironwood: (back at the Colosseum watching the Nevermore attack the shields until he answers his Scroll, stammering) Ozpin, the girl... I-I can explain!
Ozpin: (gravely) You brought your army to my Kingdom, James. (a beat, then angrily) Use it.
Ironwood's worry turns to determination. His fleet of ships are being attacked by even more giant Nevermores though to minimal effect. Soldiers inside are scrambling to enter commands inside the bridge around their commanding officer.
Atlas Ship Captain: Dammit! (speaking into his Scroll as he turns to the screen of data) This is Blue Four! Blues Two and Three, fall into defensive position!
Blue Three: (over the Scroll) Roger! Blue Three, in position!
Atlas Ship Captain: Blue Two, what's your status? (no response) Blue Two, come in! Someone answer me, dammit!
He doesn't know that the bridge of the last ship is wrecked, computers sparking and men down as a pair of high boots walk through the destruction. Dressed in an Atlas uniform and holding both Hush and Melodic Cudgel with a feathered hat on top, Neopolitan opens the door of a familiar-looking cell with a devious grin.
Roman: Well... it's about time... (leans out of the shadows and into the light)
Cut to outside the Airships, where the furthest craft suddenly turns towards its allies and fires several bright red lasers at the engine of the one closest to it.
Atlas Ship Captain: "We're hit! What's going-" (before he can finish speaking the flaming ship crashes into another in a series of explosions and sends both of them tumbling toward the waters below.
Roman: (laughing manically at the controls as Neo watches from the side) Woo-hoohahahaha! Oohh, it is good to be back!
Adam: Bring them to their knees!
Another Bullhead opens its door, this time with several creatures of Grimm inside. A growling Ursa jumps from it and lands on Academy grounds. The foreboding scene darkens as the Ursa's roar echoes, leaving only the burning red eyes of the monster, until they too disappear and the credits roll.
- Bartholomew Oobleck
- Peter Port
- Penny Polendina
- Pyrrha Nikos (No Lines)
- Ruby Rose
- Mercury Black
- James Ironwood
- Lie Ren
- Nora Valkyrie
- Jaune Arc
- Emerald Sustrai
- Unidentified Man (First Appearance)
- Cinder Fall
- Weiss Schnee
- Blake Belladonna
- Roy Stallion (Cameo)
- Yang Xiao Long
- Sun Wukong
- Coco Adel
- Atlas Ship Captain (First Appearance)
- Roman Torchwick
- Adam Taurus
- Minor Characters
- Broadcast Op voiced by Cole Gallian
- Warning Announcer voiced by Kate Warner
- Blue Three voiced by Andrea Caprotti
- The title of this episode is a reference to Player vs. Player ("PvP") modes in multiplayer video games. In this case, "PvP" also stands for "Pyrrha vs. Penny" (or "Penny vs. Pyrrha").
- Some of the animations for Penny's fight with Pyrrha are recycled from Monty Oum's previous work, Dead Fantasy 6: Naminé VS Momiji.
- One of Junior Xiong's Henchmen appears in the audience again (the first time being in the episode "It's Brawl in the Family").
- This episode features Travis Willingham, most famous for playing Roy Mustang in Full Metal Alchemist, as the Atlas Ship Captain. Travis is the third member of the Fullmetal Alchemist voice cast to join RWBY, following Vic Mignogna and Laura Bailey who respectively play Edward Elric and the homunculus Lust.
- In the initial release, Roman Torchwick was not credited in the episode's end credits despite having a voice role, but this was fixed for the YouTube release.
- Despite being a central character in this episode, Pyrrha does not have a single speaking line throughout. As such, she is also not included in the credits as a speaking role.
- The destroyed character model of Penny was actually built by her voice actor, Taylor McNee, who is also a 3D artist on the show.
- Some lines from Cinder's speech were used in the extended lyrics of "When It Falls", which were not included in the Volume 3 Opening.
- Main article: PvP/Image Gallery