After James Ironwood's declaration to impose martial law on Atlas, Team RWBY calls for help from their allies. In response to this, Ironwood orders the Ace Ops to arrest the team, then makes his leave for the Atlas Vault. Once he exits, Harriet locks down the office.
As the fighters take their stances, a reluctant Marrow asks if they're genuinely going to fight, to which Harriet responds that they'll do so if Team RWBY makes a move.
The battle begins with Ruby rushing through Ironwood's office's reinforced door with her Semblance, and Harriet using her own Semblance to chase her. As she runs out, Elm clashes with Yang, while Marrow and Blake lock weapons and Weiss attacks Vine. Ruby speeds through the hallway but Harriet catches up, kicking her against an elevator door. Ruby tries to convince Harriet they are doing what Salem wants to happen only to be ignored.
Yang drives Elm down the stairs with a barrage of punches, who tries to block her with her weapon, eventually landing a punch to the face that knocks Elm away, but she uses her Semblance to recover her stance. Headbutting Yang before striking her with Timber, Yang is sent flying while Elm pursues her partner. Blake uses Gambol Shroud to move around the room to dodge Vine's arms. Yang runs in a circle, dropping bombs to attempt to slow down Elm. However, Vine finally manages to grab Blake and tosses her to Elm, who pins her against her weapon. A brief dialogue ensues before Yang makes a comment that enrages Elm, who shoves Blake against a wall before charging back at her while Vine pushes himself to a ledge with his Semblance, ready to strike from above.
Back in the office, Weiss engages Marrow by ricocheting off Glyphs. As Marrow throws his weapon at her, Weiss blocks it and then covers a part of the floor with ice, followed by a fire wave to create a smokescreen and summons a hail of icicles that Marrow deflects it, while the former attempts to reason with her. Once the smoke clears Weiss stands with the full-sized Arma Gigas behind her, declaring her intent to defend her home.
Ruby is knocked back into Ironwood's office after attempting to land a shot at Harriet, but recovers in time to dash to Weiss's side, deflecting Fetch from her. As she berates Marrow for not using his Semblance, they duck an Arma Gigas sword swipe. Ruby then races out, again pursued by Harriet.
Blake throws Yang at Elm, landing a punch but being struck backwards by Timber. She narrowly avoids Gambol Shroud as it's thrown at her and uses the ribbon to pull Blake towards her and uses her hammer to knock her upwards, allowing Vine to grab her and slam her against the wall, causing her Aura to shimmer from the impact and then returns to attacking Yang.
Yang catches Elm's weapon with both her hand and fires Ember Celica, sending her back and allowing her to land a shot on Vine, causing Blake to slip out of his grip. The pair adjust their weapons and then rush at Elm, with Yang sliding under her hammer and Blake latching on to to use it to propel herself forward. Yang goes after Vine, who throws rocks and debris at her. As she catches a particularly massive rock, she quickly puts sticky grenades on it and throws it upwards to Blake, who kicks it forward. Vine swats the rock aside and captures Blake, only for it to turn out to be a bomb loaded Shadow that explodes right in front of him, launching him up into the ceiling. Yang shoots upwards, steals a pair of bolas that she uses on Vine and then slams him on the ground, shattering his Aura, leaving Elm in complete shock.
Vine's fall briefly distracts Marrow and he narrowly dodges the Arma Gigas' sword and a wall of icicles created by Weiss before freezing her in place with his Semblance. However, he is forced to use it on the still active Arma Gigas, allowing Weiss to finish him off with a fire blast.
Harriet disarms and pins Ruby, but she manages to use her Semblance to escape and wrap her in her own Gravity Bolas. Ruby punches her to the ground, only for Harriet to headbutt her and speed away.
Meanwhile, Yang hurls Blake at Elm, distracting her enough to weaken the ground with blasts, rendering Elm's Semblance useless, which she realizes as Yang propels herself at her. As she rushes at her, Elm attempts to use Timber's rocket launchers, only for Yang to realize and active her Semblance, punching the floor underneath her so hard it completely shatters and sends Elm upwards. As Blake kicks off the ceiling and Yang blasts herself upwards, the two land finishing blows on Elm, who crashes on the floor, her aura depleted.
Harriet, still restrained by bolas, launches herself at Ruby, locking her legs around her neck then flipping her to the ground. Ruby dodges several kicks before using her Semblance to gain some room from her. As she prepares for her, Harriet charges toward her, only to run straight into an ice wall created by Weiss and break her own aura. She manages to get back on her feet as the two prepare to keep fighting only to lose consciousness and fall back down.
After incapacitating the Ace-Ops, Team RWBY begins to group them outside of Ironwood's office, where they begin to formulate a plan. Ruby and Weiss decide to find the Winter Maiden to stop Ironwood from getting the Relic of Creation, while Blake and Yang go look for Team JNPR. Their plan is interrupted by Pietro Polendina and Maria Calavera, who quips they'll ask for help.