For the score, see "The Enemy of Trust (score)".
Who will you become when your greatest fears are realized?

"The Enemy of Trust" is the thirteenth and final episode of Volume 7 and the ninety-second episode of RWBY. It premiered for Rooster Teeth FIRST members on February 1st, 2020 and was made public on the Rooster Teeth site on February 8th, 2020.


Jaune Arc, Nora Valkyrie, Lie Ren and Oscar Pine fight Neopolitan, who continues trying to steal the Relic of Knowledge from them. Their fight is interrupted when Atlas Soldiers begin chasing Team JNPR and Oscar, who are still on a wanted list. Oscar is exhausted from his previous encounter with Neo from before Team JNPR found him, and due to his exhaustion, he is unable to keep up with JNPR and becomes lost. Neo, having disguised herself as Nora, hides Oscar from the Atlas soldiers and steals the Lamp. She then flees, making it past Oscar and Jaune with her agility and then Ren by playing with his feelings for Nora. Due to more interference from Atlas soldiers, she manages to escape.

While Team JNPR and Oscar hide from the soldiers, Ren frustratedly talks about how they have lost the Relic, leading Oscar to start quietly thinking. Before an argument can break out, Pietro Polendina and Maria Calavera contact them through their formerly blocked communications. Maria informs the group that they have an escape vehicle and will be coming to get them. While this happens, Oscar sneaks away and soon after tells them that he must do something alone. Team JNPR is unable to pursue him due to being found by the Atlas soldiers.

In the Atlas Medical Facility, Penny Polendina and Winter Schnee fight against Cinder Fall, who violently takes the fight outside of the building in a fit of anger. There, she breaks Winter's Aura and returns to the facility while Penny saves Winter from falling to her death.

Once inside, Cinder opens the Aura transfer pod containing Fria and attempts to steal her Winter Maiden powers, but Fria forces her to retreat by using her Maiden powers to unleash a massive freezing whirlwind. Without her Aura, Winter is unable to safely enter the room, so Penny enters in her stead and calms Fria.

Oscar takes the elevator down to the Atlas Vault and tries to talk James Ironwood out of his plan to abandon Mantle. He is unable to get through to Ironwood, who insists that everyone else is unable to see the big picture. Ironwood then shoots Oscar off the platform, which breaks Oscar's Aura and causes him to fall into a deep pit.

With Fria's whirlwind gone, Winter is able to enter the room and cuts off Cinder's Shadow Hand to stop her from stealing Fria's powers. Although the arm grows back, the agony is enough to cause Cinder to direct her rage toward Winter. While Winter fights a losing battle against Cinder, Penny takes Fria's hand and inherits the Winter Maiden powers. Soon after, Ruby Rose and Weiss Schnee arrive, and Ruby uses her Silver Eye powers, causing Cinder to flee by blasting her way through the roof.

Out in the tundra, Qrow Branwen and Robyn Hill are arrested by the Atlas military and are then transported to the City of Atlas.

Maria, Pietro, Blake Belladonna and Yang Xiao Long pick up Team JNPR in the Manta serving as their escape vehicle, and Yang questions where Oscar and the Relic are. Winter allowed Weiss and her friends to escape to give them a head start, and calls the Atlas military for medical assistance and reinforcements. Maria's Manta arrives at the medical facility to retrieve Ruby and Weiss, and Penny decides to go with them. Winter sends Ironwood a message, informing him that the Winter Maiden powers are gone, much to his anger.

Neo meets up with Cinder, gives her the Relic of Knowledge and seems annoyed at Cinder for taking it without a single word.

Having unlocked his magic to blast his way through the bottom of the City of Atlas and safely land in the crater beneath the floating city, Oscar tells Ozpin, who has now resurfaced, to help him save the Kingdom of Atlas.

Salem arrives just outside the City of Atlas, standing atop a Monstra and accompanied by a massive army of flying Grimm.


Jaune: Give up. We've got you outnumbered.

Nora Valkyrie, Lie Ren, Oscar Pine and Jaune are standing together in a hallway in Atlas Academy, facing Neopolitan with their weapons drawn. She flicks her umbrella down to make the hidden sword blade protrude from the top, and the others respond by getting ready to fight.

Nora: All right, then.

Ren shoots at Neo, while Nora fires two grenades from Magnhild. However, Neo opens her umbrella, turns around, and blocks the attacks with her umbrella by resting it over her shoulder. When the smoke clears, she smirks and turns to face them again. Ren runs toward her, firing his guns again, and she blocks the bullets with her umbrella, then runs on and jumps from the wall. Just as Ren begins to aim at her, she comes down from the air and swings her closed umbrella down at him, only for him to block by crossing his guns.

He pushes her away, and she uses her umbrella on the floor to bounce further down the hall. Nora charges at Neo and swings her hammer, but Neo ducks down, scoops Nora up with her open umbrella, and dumps Nora on the floor behind her. Neo then strikes a pose, winking and flashing a crooked grin. Ren fires StormFlower's blades at Neo, who closes her umbrella and casually deflects them with one arm behind her back. The blades plant themselves in the wall behind Neo, and Ren has StormFlower begin retracting the cables to send him flying toward her.

Neo does an exaggerated gasp gesture, smirks and drops to the floor by doing the splits. While on the floor, she flips her umbrella in her grasp. As Ren passes over her, she rises up next to him, hooks one of StormFlower's cables with her umbrella and pulls, causing him to be turned in mid-air by his own weapons. Unable to right himself, Ren slams into the wall.

Oscar charges toward Neo with his cane drawn. She takes him by surprise by thrusting her umbrella between his arm and his side. She then moves her arm up and hooks it under his arm before flipping over him. When her feet return to the floor, she uses the momentum to throw Oscar into the air, causing the Relic of Knowledge to fall off of his belt. Seeing her chance, she thrusts her umbrella toward the Relic, only for Oscar to slip his cane through the Lamp's ring first.

As soon as Oscar lands on the floor, Neo begins stabbing her umbrella's blade at the Relic's ring with her other arm behind her back, while Oscar can only defend himself. With a crooked grin, she swings her blade at him, only for Jaune to slip in between them with his shield at the ready. The emblem on his shield glows pinkish-purple and emits a blast that knocks Neo away from them. She lands on her feet and takes a moment to glare at them.

Suddenly, Nora swings her hammer, uttering a grunt, which catches Neo's attention. Neo moves her gaze from Nora to Ren, who is now up in the air and flying toward Neo. She readies her umbrella, but Oscar distracts her by throwing himself to the floor and wrapping his arms around her ankles. She is momentarily surprised but then grins at Ren before shattering into pieces as he attacks her. Surprised, Ren falls to the floor before rolling and getting up.

Ren: What!?

Nora: Where'd she go!?

Jaune hurries down the hall and looks around the corner. Instead of Neo, he finds an Atlas Soldier, who points at him.

Guard: Freeze!

Jaune: We gotta move!

Jaune, Nora and Ren flee down the hall. Oscar takes a moment to pant in exhaustion before jogging after them.

In the Atlas Medical Facility, Penny Polendina flies through the hole in the wall of Fria's room in an attempt to punch Cinder Fall. However, Cinder catches her fist with her Shadow Hand and then, using the arm's stretching ability, flings her through a nearby pair of double doors. Cinder starts to walk into Fria's room, only to be impeded by Winter Schnee's flock of small Nevermore summons.

At the tail end of the flock, Winter charges toward her, swinging her sword at her. Cinder does a back handspring to dodge it and a subsequent attack, then sidesteps a thrust from Winter. She then uses her Maiden powers to form a pair of black glass swords to block as Winter swings her own sword down at her. She steps forward, pushing on Winter's sword and keeping their weapons locked together.

Cinder: You Atlas elites are all the same!

Winter starts to push back, and Cinder breaks her swords free of the lock. Cinder begins swinging her swords at Winter, who blocks the strikes with her own sword. As Winter attempts to fight back, Cinder parries her attacks.

Cinder: You think hoarding power means you'll have it forever, but it just makes the rest of us hungrier.

She kicks Winter hard enough to send her flying, causing her to slam into a wall. One of Penny's swords flies past Cinder's head and stabs into the wall that Winter was slammed into. Cinder looks at the sword, then toward the doorway she had sent Penny through.

Cinder: And I refuse to starve.

Penny rockets toward Cinder and begins swinging and spinning her swords at her, only for Cinder to block the attacks. Penny recalls her swords and then sends them flying forward to stab Cinder, who jumps, spins and swings her swords to dodge and deflect Penny's. Behind Cinder, Winter withdraws her smaller sword from within her main one and charges at her. Cinder leaps and spins over Winter, blocking the attack with her own swords. She flips back to dodge Penny's swords, then blocks another attack from Penny before jumping and flipping over Winter to dodge her. Cinder blocks a strike from Winter, who then blocks a strike from Cinder.

Cinder then leaps and stands on Winter's large sword to dodge Penny's attack, then kicks Winter in the face, knocking her to the floor. Cinder jumps and kicks Penny, knocking her over, as well. Winter charges toward Cinder, who leaps and flips over her, leaving Winter standing in front of the entrance to Fria's room. Penny moves to stand beside Winter. Angered, Cinder activates her Maiden powers, drops her swords and screams before emitting a jet of fire from her feet to rocket herself toward Winter and Penny. As she reaches them, she grabs them each by the throat and smashes through a wall with them, exiting the tower.

Winter swings her large sword at Cinder, who uses the stretching ability of her Shadow Hand to move Winter too far away for the sword to hit her. Penny momentarily activates her jets, causing the trio to spin in the air. Winter stabs her smaller sword into Cinder's Shadow Hand, causing the latter to scream in pain and drop her. Winter drops the smaller sword and falls, while Cinder emits jets of flame from her feet. She watches Winter plummet while black smoke pours from her wound. Cinder then turns her attention to Penny and tosses her away before conjuring a flame-covered black glass sword and kicking it toward Penny. Penny activates her jets and catches the blade between her hands, only for the sword to explode, sending her momentarily tumbling through the air and screaming in pain. Penny reactivates her jets and flies back up into the air, while Cinder watches, panting.

Cinder: I have come too far to be stopped by some toy!

A blue fireball suddenly hits Cinder, and Winter approaches them, riding on a Manticore summon. Cinder rights herself with fire jets and shoots a fireball, only for Winter's Manticore to dodge and spit a fireball back. Penny and Winter both fly toward Cinder from two different directions. Winter reaches her first, her Manticore slamming against Cinder on its way past. While Cinder is distracted and throwing a fireball at Winter, Penny slashes her with her swords. Cinder charges Penny, who fights back and then moves out of the way while Winter's Manticore spits another fireball, which hits Cinder.

Cinder cries out in anger and flies toward Winter, who charges toward her. As they close the distance, the Manticore spits another fireball, but Cinder quickly changes her trajectory to go under the Manticore, using her fire jets to spin herself so she can slash the Manticore with a sword. The summon dissolves, leaving Winter to fall, and before Winter can do anything, Cinder shoots another fireball at her, which breaks her Aura. She screams in pain, and Penny gasps. Cinder rockets away to the medical facility, and Penny flies down and catches Winter in her arms.

Winter: What are you doing!? My life doesn't matter!

Penny: I disagree.

Jaune, Nora and Ren continue running through the dormitory hallways, with Oscar trailing behind them.

Jaune: Hurry, we gotta lose them!

Panting in exhaustion, Oscar continues slowly running after them while the three round a corner and stop. There, they see three soldiers, who take notice and run after them. Jaune, Nora and Ren turn and run back down the hall they came from, running straight past Oscar, who had just caught up. Oscar turns around and follows them. The three round a corner ahead of Oscar. Once he reaches the corner, he rounds it, runs down that hallway and rounds another corner, only to find he has lost sight of his friends. He stops and looks around, panting.

Oscar: Guys?

Guard: They went this way!

Nora's hand reaches out from a nearby room, clasping itself over Oscar's mouth and pulling him into the room. She holds him there, hiding next to the doorway while the soldiers run past. Uncertain of what is happening at first, Oscar panics and claws at the hand, hyperventilating. Once the soldiers are gone, he notices a mirror in front of him showing Nora standing behind him, and he relaxes. With a smug expression, Nora lets go and moves out of view of the mirror. He turns to face her and then yelps in fright and jumps backward, falling through the doorway and leaning back to dodge Neo's umbrella. The umbrella moves aside, and Nora blinks, her eyes turning pink and brown. Oscar's gaze moves from Neo's disguised face to her belt, where the Relic of Knowledge is attached. His eyes widen, and Neo strikes him with her umbrella, knocking him into a closed door. As she runs away, he reaches toward her.

Oscar: No!

Jaune comes into view from around a corner down the hall, looking around.

Jaune: (panicked) Oscar!

He turns and looks just in time to see Neo running toward him. She thrusts her umbrella's blade at his face, and he reflexively knocks it away with his shield. She leaps and flips over him, and he raises his shield and keeps it aimed at her to defend from any potential attacks. She rests her open umbrella against the shield to aid in her trajectory, and as soon as she lands on the floor, she hops, backflips and forcefully kicks off from his shield to propel herself down the hall, knocking him over.

As soon as she rounds a corner, Ren begins firing his guns at her, and she leans forward and uses her umbrella as a shield. Ren charges toward her, leaps and begins to swing his blades at her. Neo leans back, switches her eyes back to Nora's light blue eyes and looks at Ren with a hurt expression. Ren gasps and halts his attack, and Neo rams the handle of her umbrella against his chin. While Ren is stunned, she hooks her umbrella on his ankle and runs past, pulling his leg out from under him and knocking him down. She quickly rounds a corner, and Jaune chases after her, while Ren sits up with a wide-eyed and shaken expression.

Jaune: Stop!

When Jaune rounds the corner, he is faced by three armored soldiers and an Atlas military Huntress.

Guard: Drop your weapons!

The armored soldiers begin firing their guns at Jaune, and he blocks with his shield.

Jaune: Fall back!

Jaune, Nora and Ren flee down the hall they came from and around a corner. Nora looks over her shoulder at Ren, who has tears streaming down his face. The soldiers chase after the trio.

Guards: This way.

The military Huntress starts to follow the soldiers but then stops and looks down a couple of hallways before confidently walking away with the Relic of Knowledge hanging from her belt.

There is a loud metallic sound, and Fria opens her eyes to see Cinder standing in front of her with the transfer machine's pod door missing. Cinder's glove has been removed, and her left sleeve has been ripped off, making her Shadow Hand visible. The Shadow Hand has spread up to her shoulder.

Cinder: You had your time in the sun, but now I'm afraid your time is up.

Fria: Yes. I've been waiting here... for some time, I think. What was I waiting for?

Cinder smirks, and her eye flares with orange Maiden flames.

Cinder: Me.

Cinder draws back her Shadow Hand and then reaches for Fria, only for Fria to grab her wrist and stop her.

Fria: No.

Fria looks at Cinder with light blue Maiden flames around her eyes.

Fria: I had a job to do.

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, sets Winter down and stares at the whirlwind.

Penny: What is that?

Winter: That's the power of a fully realized Maiden.

Winter runs over to the hole in the roof and attempts to reach toward it, only for the whirlwind to freeze and rip off three of the fingers of her glove, while turning her fingers themselves red. She cries out in pain and withdraws her hand, looking at her freezer-burnt fingers before shaking her hand.

Winter: It's too cold. We have to do something!

Penny looks at her own hands, then runs forward and jumps into the hole.

Winter: Penny!

Oscar: I'm sorry.

Jaune, Oscar, Nora and Ren are resting inside the training room. The lights outside have turned red, and the lines for the grid on the floor are white.

Jaune: Don't be.

Ren: We weren't ready to become Huntsmen.

Nora: That's not true!

Ren: Then why aren't we holding the Relic?

Oscar looks down in thought, frowning.

Ren: Now Salem has the Lamp, Ironwood has the Staff, and we have nothing!

Jaune stands up.

Jaune: Ren, that's enough.

Their communication devices emit a transmission sound, and Pietro Polendina's voice comes through.

Pietro: Hello? Anybody there? Can you hear me?

Jaune: Our Scrolls? Doctor!

Jaune excitedly brings out his Scroll, grinning at the private group chat that has opened. Maria Calavera laughs triumphantly.

Maria: Finest mind in Atlas!

Somewhere else in the City of Atlas, Blake Belladonna and Yang Xiao Long shoot at Atlesian Knight-200s while backing toward a Manta.

Nora: Maria! What are you doing?

Inside the Manta, Pietro is typing on a computer projected from his chair, while Maria uses her Scroll to speak to Team JNPR. Yang and Blake board the ship and continue firing at AK-200s.

Maria: Grabbing our getaway ship. We need to hightail it out of here. Where are you?

Nora: The academy training room. We slipped away from some soldiers, but it won't be long before they--

Nora yelps in fright as bullets begin flying toward her. Jaune, Nora and Ren gather behind Jaune's shield, which projects a Hard-Light barrier.

Guard: They're here.

Yang: We're on our way. Just stick together.

Jaune notices that Oscar is not present.

Jaune: Oscar? Oscar!

A barrage of bullets pelt Jaune's shield, causing him to duck back down behind it.

Oscar: (over communicator) Sorry, but you all need to go on without me.

Jaune: What are you talking about!?

Oscar is running through a hallway.

Oscar: There's something I have to do alone.

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.

Penny: Are you okay?

Fria: I had a job to do. I was supposed to protect the power of the maiden until I was ready. I worry I may have lost track of time. But you can tell James that I'm ready now.

Penny: Ma'am, if you do that...

Fria: I'll be gone.

She looks down at Penny and smiles.

Fria: I know I have a hard time remembering, but I remember that.

Penny stares at her sadly. Fria lowers to the floor, and Penny catches her and gently leans her back. Fria shivers, and Penny looks around at the thick layer of ice that now coats the room. Fria looks up at Penny.

Fria: What's your name?

Penny: It's Penny, ma'am.

Fria smiles at her.

Fria: Penny. Are you the one?

Penny gains a look of realization, then looks over her shoulder at the hole in the ceiling, which is now frozen over. She looks down in uncertainty.

Penny: I…

Ironwood stands alone in the Atlas Vault, staring at the golden door that only the Winter Maiden can unlock. He hears the soft ping and low whoom of the elevator. He sighs and begins speaking with his back still turned to the elevator.

Ironwood: Winter, thank you. I know that must have been difficult. I... I'm so sorry.

He turns and looks, only to find Oscar riding the elevator with his hands resting on his cane in front of him. When the elevator docks, Oscar begins walking toward Ironwood, using the cane with each step.

Ironwood: And... whom do I have the pleasure of speaking with?

Oscar: Still just me.

Ironwood: It was smart of you not to bring the Lamp down here. I wouldn't trust me either right now.

Oscar stops and stands a few feet away from Ironwood.

Oscar: Trust is what I'm hoping to fix. I know we can still figure this out, all of it, together. Please.

Ironwood: Do you intend to fight me?

Oscar: No. That's exactly what she wants.

Oscar lifts up his cane and looks at it.

Oscar: I guess it's because of Oz, but... holding it helps calm me down when I'm afraid.

He withdraws the cane into its handle and attaches it to the back of his belt.

Ironwood: You still think I'm afraid?

Oscar: We all are. It's what we do in our fear that reveals--

Ironwood: That's easy for you to say!

Ironwood begins walking toward Oscar, who backs away. As Ironwood moves to Oscar's right, Oscar moves to his left toward a portion of the platform that extends out to the side. The two stop walking soon after.

Ironwood: You can label me whatever you'd like, but the fact of the matter is I was right! The minute I softened, let my guard down, that's when Salem had her opening.

Oscar: If you abandon Mantle, you abandon our best chance of reuniting the world. You abandon Remnant, leaving millions to fend for themselves so a few can survive. What kind of--

Ironwood: (rolling his eyes) All excellent philosophical points that won't matter if Salem wins.

Oscar: Listen to me!

Ironwood: No, you listen!

Ironwood begins walking toward Oscar again, and Oscar backs away toward the edge.

Ironwood: I am done letting others' inability to see the big picture get in the way of doing what's right. Robyn, the council, this Kingdom... even you.

Oscar: Then you're as dangerous as she is, James.

Ironwood: James is what my friends call me. To you… it's General.

Ironwood draws his gun and shoots Oscar, breaking his Aura and sending him off the edge. With no emotion on his face, Ironwood lowers his smoking gun.

Still uncertain, Penny continues to hold Fria.

Penny: I… I…

There is a small explosion sound, and Penny looks to her left to see Cinder blasting her way through the ice. Cinder glares at her and stands up.

Cinder: She's mine!

Cinder screams in fury and sends her Shadow Hand toward Penny and Fria, and Penny flinches and closes her eyes. Suddenly, the Shadow Hand disintegrates, and Cinder begins screaming in agony. Penny opens her eyes and looks. Cinder is stumbling around, her Grimm arm having been cut off, and Winter is standing near her with her sword drawn. Winter glares at Cinder, then looks over at Penny and Fria.

Winter: (worried) No.

Winter glares at Cinder again. Cinder continues screaming and begins writhing as her Shadow Hand grows back. Cinder glares at Winter, hyperventilating in pain. Her eye flares with Maiden fire. Cinder forms a black glass sword and hurls it at Winter, who blocks with her sword. Cinder then furiously throws several more black glass swords and knives at Winter, which Winter blocks and dodges. Finally, Cinder holds onto one of the swords she creates and uses it to slice across Winter's arm, taking a chunk out of her sleeve and splattering blood onto the floor. Penny watches the fighting and worriedly looks at Fria, who is beginning to lose consciousness. After Fria closes her eyes, Penny takes her hand. Fria's hand glows with light blue Aura, which extends onto Penny's hand, while light blue energy swirls around both of their hands.

Oscar limply plummets into a pit, with his eyes half open and the cane falling near him. His eyes begin to close, but suddenly, a voice rings in his ears.

Ozpin: Oscar.

Oscar's eyes momentarily glow yellow, and he opens his eyes again. After the glow fades, he shakes his head and looks around. Spotting the cane, he reaches for it.

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.

Oscar manages to grab the cane. He holds it in front of himself and extends it.

Penny stands with her eyes closed for a moment, with snowflakes drifting around her. She then opens her eyes and looks at Cinder with green Maiden flames coming from her eyes.

Oscar closes his eyes and presses down the cane's lever. The gears in the cane's handle begin to spin.

Cinder stares in disbelief and then becomes furious, Maiden flames flaring out from her eye. Suddenly, Weiss Schnee's voice distracts her.

Weiss: Winter!

Cinder turns to look up at the observation room, where Ruby Rose and Weiss are standing. Upon seeing Ruby, Cinder gasps.

The inner mechanics of the cane's handle build up a yellow glow. There is a yellow flash, and the circular part of the cane's handle glows bright yellow. Oscar continues to fall down the pit, lit up by the cane's glow.

Cinder generates fireballs in her hands and glares up at Weiss and Ruby. Weiss gasps, but Ruby's eyes narrow; Cinder's angry expression turns to fear as she sees Ruby's eyes begin to glow silver. The room is engulfed in a bright white light.

Oscar opens his eyes, spins and thrusts the cane toward the bottom of the pit, screaming. Green electricity sparks around him, and a transparent green orb of energy is momentarily seen before a cloud of dust forms on impact with the floor of the pit.

Ozpin: The single quality that is common across every living creature on this planet... is fear.

Oscar plummets through the air just beneath the City of Atlas. At first, his eyes are closed, and then he opens them and looks around.

Ruby drops to her knees, panting. She, Weiss and Penny look up at a glowing orange hole in the ceiling. Cinder is nowhere to be seen.

Weiss: Winter.

Weiss jumps down and goes over to Winter, who struggles to sit up. Winter glares at Weiss.

Winter: What did you do?

Ruby looks over to Penny, who still has Maiden flames coming from her eyes.

Ozpin: It's funny then, that as common as fear is... we so easily underestimate its power.

Penny's Maiden flames fade away, and she looks at Ruby, then turns and drops to her knees, resting her hand on Fria's. Her eyes glimmer as she gains an expression of grief. She covers her eyes with her hands, and Ruby hurries over to her side and places a hand on her shoulder.

Ruby: Are you alright? Penny, what happened?

Penny: She's… gone.

Ruby looks at Fria, but before she can say anything, Winter's voice catches their attention.

Winter: (glaring) No. She's a part of you now.

Qrow Branwen stands in the tundra, doing nothing while Atlas soldiers run toward him from a Manta and a prisoner transport ship.

Ozpin: Fear of growing close to someone…

Two more soldiers stand in front of Robyn, who has begun to wake up. She looks up at the soldiers.

Ozpin: ...a subsequent fear of loss.

Cinder flies into the air above the City of Atlas with fire jets coming from her feet. She stares at the city, grasping her Grimm arm.

Ozpin: Fear of failure.

She throws her hands out to the sides, screaming in rage as flames come from her mouth.

On a docking platform, Jaune, Nora and Ren board a Manta, while Yang and Blake stand in its doorway, with Blake waving and calling out to them. The door closes, the ramp recedes and the Manta flies off.

Yang: Where's Oscar? And the Relic?

Jaune, Nora and Ren are sitting on the floor. Ren is holding his head. Jaune, who is looking at Yang, closes his eyes and lowers his head. Nora looks at Ren, then gains a sad expression.

Ozpin: And as more people depend on you, those fears can take on greater power.

Qrow is sitting aboard the prisoner transport ship with his wrists bound by a Gravity Bolas. He sadly looks at Clover Ebi's bloodied pin in his hand. Robyn, who is sitting next to him, rests her hands on his shoulders and looks at him, and he looks at her. The transport ship makes its way to the City of Atlas. A storm with red lightning begins approaching the city.

Ozpin: But fear itself isn't worthy of concern.

Oscar clips the cane handle to the back of his belt and closes his eyes.

Ozpin: It is who we become while in its clutches.

He opens his eyes again with a look of determination.

Winter props herself up against a wall.

Winter: I suggest you all surrender (grunting) and comply with the General's orders.

Weiss and Ruby look at each other and then at Winter.

Weiss: (sadly) We can't do that.

Winter: Then... I suggest you run.

Weiss: No, you're hurt! I'm not going to leave you like this.

Winter: (emotionally) You're not leaving me. I'm giving you a head start.

Winter touches her fingers to the communication device in her ear.

Winter: This is Special Operative Schnee in need of immediate medical assistance. Send reinforcements, over.

Winter lowers her hand, and Weiss stares in shock before gaining a serious expression.

Weiss: We all have to carve out our own way.

Maria's Manta arrives next to the hole in the wall, and the door slides open to reveal Yang.

Yang: Guys you're…

Yang looks around at them, and Ruby looks at Penny.

Ruby: We need to go.

Weiss looks at Winter and then boards the ship. Ruby and Penny exchange a look, and Ruby gets up and walks to the ship. Penny looks at Winter and then looks away before getting up to follow Ruby.

Ozpin: Will you be proud of that person?

Winter looks somewhat surprised, then looks away in thought, frowning.

Aboard the Manta, Team JNPR stand together next to one of the doors. Ruby, Penny and Weiss are sitting together on a bench, and Blake and Yang are standing nearby. Pietro is seated in the middle of the floor.

Ozpin: Will you forgive them?

Ruby and Weiss rest against Penny's shoulders, and Penny smiles softly. Pietro watches them and smiles.

Ozpin: Will you understand why they felt the need to do the things they did?

Cinder is standing on a roof, staring at Atlas Academy with a fireball in her hand. Hearing footsteps behind her, she turns and glares. Her glare changes to a smile when she notices that it is only Neo, who strikes a pose, bows and dramatically holds her hand out to present the Relic of Knowledge hovering above her palm. Cinder walks past Neo, grabbing the Lamp on the way, and continues walking without a single word. Neo looks at her with a frown, then places her fist on her hip and glares.

Ozpin: Will you even recognize them?

In the Atlas Vault, Ironwood is looking at his Scroll, which displays a message from Winter, simply reading "It's gone." His hand begins shaking, and he screams in rage.

Ozpin: Or will the person staring back at you be the very thing you should have feared from the start?

Inside of a cell somewhere, Arthur Watts is sitting on a bench and leaning against a window, staring outside.

Ozpin: I suppose we all find out... sooner or later.

Thunder rumbles as the sky darkens, and Watts sits up and smiles darkly.

Plummeting toward the crater beneath the City of Atlas, Oscar creates a transparent green sphere around himself and lands on the ground with a crash, green electricity sparking through the dust cloud. He straightens up and looks at his hands.

Oscar: That power, these memories, you're back aren't you? You saved me.

Ozpin: Actually you saved us.

Thunder rumbles, and Oscar looks up at the sky.

Ozpin: Oscar, I--

Oscar: Stop, all I want to know is how we save Atlas next.

Maria's Manta flies away from the City of Atlas while red lightning flickers in the sky. A voice comes over the ship's radio system, and everyone looks toward the front.

Male Pilot: We've got multiple hostiles on radar. Is anyone else seeing this?

Female Pilot: These readings can't be right.

Maria narrows her eyes at the radio, and her eyes widen when she looks through the windshield. Pietro adjusts his glasses, staring out the windshield.

A constant flicker of red lightning reveals a strange silhouette in the storm clouds. Soon, an enormous whale-like Grimm slowly drifts out from the clouds, accompanied by a massive army of flying Grimm. Atop the whale's nose stands Salem, who smiles confidently.



The Monty Tribute after the credits.

  • Unlike previous finales, this episode did not have a post-credits scene. This is because the crew wanted to focus their efforts on the episodes themselves and avoid going into "crunch time" to spare the animators from being overworked.[1]
    • In lieu of a post-credits scene, a tribute to RWBY creator Monty Oum was used instead, as the episode aired on the fifth anniversary since the day of his passing.
  • The episode title alludes to the emotion of Fear.
  • Ozpin makes his return after hearing Oscar's words to Ironwood, finding the bravery to come back.[2]
  • One idea the crew had for the battle between Penny, Winter, and Cinder would have shown Cinder using her Maiden powers to bring the fallen AK-200s back to life to face Penny, as a puppet joke. Instead, it was changed so that she would break through the walls when she found them.[3]
  • Cinder's line to Winter about "Atlas elites hoarding power" may have subtly hinted the former's life in Atlas later shown in "Midnight".
    • She also says "I refuse to starve", which could also hint to how Cinder had to survive off of the scraps left behind by the patrons at the Glass Unicorn.
  • In one script, one of the Aura transfer machine pods was going to be broken, with the one with Fria being intact. But because Penny is a robot, she could 'remote-interface in' and get the powers. But that still felt like stealing, and they didn't want to go that route. Furthermore, the crew had a lot of talks about how the Maiden powers would be transferred. They debated if Penny would have to kill Fria.[4]
  • In the episode, Ironwood was still expecting Oz to appear, waiting for guidance. The scene where he argues with Oscar was the final scene they wrote this episode.[5]
  • Miles Luna cried during the voice over session for Fria's scenes for the episode.[6]
  • There was one line in Ozpin's monologue that the writers were struggling with for a whole day.[7]
  • The writers loved the idea of ending the Volume on an almost identical shot from where they started.[8]
  • The way Neo looks at Cinder after she takes the Relic from her without thanking her sets up the Volume 8 plotline where Neo eventually loses patience with her and eventually steals the Lamp to blackmail her into helping her kill Ruby.[9]
  • Qrow and Robyn being arrested at the very end of the Volume was added late in development so they could effectively be "parked" in the same location as each other for most of Volume 8.[10]
    • Kerry Shawcross admitted that he repressed the memory of changing a storyboard for this episode so Qrow and Robyn could get arrested during the last week of storyboarding for the episode.[11]

See Also

Image Gallery

Main article: The Enemy of Trust/Image Gallery


  1. Kerry Shawcross' Twitter
  2. RWBY Volume 7 Crew Commentary – Chapter 13
  3. RWBY Volume 7 Crew Commentary – Chapter 13
  4. RWBY Volume 7 Crew Commentary – Chapter 13
  5. RWBY Volume 7 Crew Commentary – Chapter 13
  6. RWBY Volume 7 Crew Commentary - Chapter 13
  7. RWBY Volume 7 Crew Commentary - Chapter 13
  8. RWBY Volume 7 Crew Commentary - Chapter 13
  9. RWBY Volume 7 Crew Commentary - Chapter 13
  10. RWBY Volume 8 Directors' and Writers' Commentary Chapter 4
  11. RWBY Volume 8 Directors' and Writers' Commentary Chapter 4