The only thing standing between our heroes and Atlas is Caroline Cordovin, but it will have to be a joint effort if they're going to bring her down. Meanwhile, Yang races to find Blake while Adam does his best to finish her.

"The Lady in the Shoe" is the eleventh episode of Volume 6 and the seventy-seventh episode of RWBY. It premiered for Rooster Teeth FIRST members on January 12th, 2019 and was made public on the Rooster Teeth site on January 19th, 2019. It was released on YouTube on January 18th, 2020.


In the Colossus, Caroline Cordovin pursues the stolen Atlesian airship piloted by Maria Calavera, making her way to Ruby Rose and her group. The group formulates a strategy: Jaune Arc notes that the Colossus is not meant to fight smaller targets, and decides to use the group's size to their advantage. The team works on disabling the Colossus' shield generator and succeed. However, Jaune and Nora Valkyrie get hit with an attack that depletes both their Aura. With Ruby's group in trouble, Maria and Oscar Pine risk the airship to attack Cordovin with a missile. However, Cordovin's Colossus catches the missile and throws it to the direction of the airship.

Meanwhile, Blake Belladonna and Adam Taurus continue their duel. Blake initially gains the upper hand on Adam, but he then manages to fight back and break Gambol Shroud. After revealing a Schnee Dust Company brand that scarred his left eye, Adam prepares to kill Blake. However, Yang Xiao Long arrives in time to stop him and fights Adam herself. As their duel comes to a head, Adam uses his Semblance to unleash a devastating attack on Yang, but she withstands it. Yang then tells Adam that it is his last chance to leave her and Blake alone. Blake then stands by Yang as they hold hands and she vows that they will protect each other against Adam.


Caroline Cordovin controls the giant Atlesian mech, which trudges through the ocean, and goes after the airship Maria Calavera and Weiss Schnee took before.

Weiss: You're joking, right? You want to fight this thing?!

Ruby: We've fought giant monsters before. This is just a tiny old lady... with one very big robot.

Cordovin: You little spider-roaches thought you could creep your way to Atlas?! Well, let's see how your resolve holds out against the might of the Atlesian Military!

Cordovin prepares to take down the airship with a missile that pops out from a slot on the arm cannon. The missile fires and tracks the airship, but suddenly, it explodes harmlessly just right behind it. Cordovin turns to see Ruby with her Crescent Rose. Ruby lowers her weapon and glares at Cordovin while the others get ready to fight.

Cordovin: (growls) SO BE IT!!

Cordovin prepares to shoot the missile at Ruby and the others. Weiss and Maria sees Cordovin doing so in shock.

Weiss: Dive!

Weiss unbuckles her seatbelt and gets off from her seat while Maria dives for the landing. As Maria heads to the others, Weiss approaches the airship door with Myrtenaster in her hand. She jumps off and raises her weapon creating a rock wall and protecting the group from Cordovin's ice Dust attack.

Oscar: That was close.

Ruby: We need to figure out how to stop Cordovin and protect the airhsip until we do.

Jaune: Let's give her more targets to focus on.

Nora: You mean us, don't you?

Jaune: Look at that thing. It's not designed for small enemies. It's probably meant for giant Grimm that come in from deeper waters. We can turn our size into an advantage. We just have to be smart.

Ruby: Maria, can you keep the ship out of harm's way?

Maria: They can take my driver's license, but I won't let them take this ship!

Ren: (deadpan) Very reassuring...

Oscar: I'll be more useful if I go with her. From up high, I can try to spot a weakness.

Qrow: Well, he's not the only one who can grab a bird's eye view. (smiles)

Weiss: (to Ruby) You said you needed me on the ground?

Ruby: Not exactly. (nervously smiles)

As the team strategizes, Cordovin keeps an eye on their location keenly. Suddenly, her eyes widen as the group splits into three: Jaune, Nora and Ren run down the left path along the cliff, Maria flies the airship to the right, and Ruby and Qrow fly straight up into the air using her Semblance and his corvid form, respectively. Ruby reforms from her Semblance and fires Crescent Rose, cracking the mech's windshield and causing Cordovin to growl. She fires a volley of missiles to Ruby's location.

Ruby lands on a tree branch and uses her Semblance to dodge the missiles. She eventually reforms and runs and jump along the missiles before freefalling down to the ocean. An incoming wave is frozen by Weiss as Ruby slides along it.

Ruby: Let's go!

Weiss also slides off the frozen wave before using Myrtenaster to freeze small patches of ice for her and Ruby to leap on toward the mech. As Cordovin keeps her attention on them, her mech is suddenly struck by a volley of pink grenades.

Jaune: Hey! Over here!

Cordovin: What?!

Cordovin looks over to Jaune's group as they keep running.

Nora: (to Ren) And you said it wasn't beach season!

The three then take cover behind a boulder for each of them. Nora fires off more grenades from Magnhild, but suddenly, a hexagonal shield pattern appears protecting Cordovin's mech, doing no damage to her.

Cordovin: (laughs) Surely you knew Atlas was the father of hard-light Dust, or do lesser kingdoms simply lack proper education?

Cordovin charges up her mech's arm cannon again, this time firing rock Dust, forcing Jaune's team to abandon their cover.

Jaune: Cordo just activated shields!

Oscar: I saw that. We need to find whatever's generating it.

Ruby: You know, in video games, the weak spot's usually on the back of the giant boss!

Weiss: Ruby, this isn't a game!

Ruby: I'm just trying to-- LOOK OUT!!

Cordovin's mech is seen stomping at a part of the ocean. Unbeknownst to her, Qrow flies around in his avian form.

Cordovin: You are ants! You are lower than ants!

As Qrow flies through the clouds, he transforms back into his human form and takes out Harbinger's scythe form. He propels himself forward and grapples onto the giant mech.

Cordovin: Ah! What was that?!

Qrow: Until the shield's down, we're gonna have to get up close and personal with this thing.

Qrow starts to fire at the scratch he just made. Suddenly, he notices the mech's giant hand start to reach for him. Qrow dodges out of the way, transforming back into his avian form.

Ren: That's easier said than done!

Ruby: Weiss and I are on it!

Ruby and Weiss land on a patch of ice on the ocean together.

Weiss: Hold on!

Weiss stabs Myrtenaster into the ground, creating an ice attack that knocks Cordovin's mech off balance for a bit. Cordovin let's out a frustrated yell. As the airship flies by, Oscar realizes something.

Oscar: Wait, that's it. When she...

Suddenly, Cordovin aims her cannon at Ruby and Weiss.

Oscar: (gasps) RUBY, MOVE!!

Cordovin fires a volley of missiles at Ruby and Weiss, creating a large plume of water. From it, Weiss and Ruby emerge unharmed as they ride Weiss' Queen Lancer summon. Ruby leaps off and uses Cresecent Rose to propel herself onto Cordovin's mech, embedding the scythe's blade into it. Maria cheers Ruby on. The force of Ruby's strike knocks the mech back into the cliffside, the tremors being felt by the citizens in Argus. Cordovin let's out an enraged scream.

Jaune: Go!!

Jaune, Ren and Nora proceed forward. Ren leaps onto the mech's arm and runs along it, while also using the blades of StormFlower to hang on. Jaune uses the twohandler form of Crocea Mors to slash at the mech's hip joint, while Nora uses the hammer form of Magnhild to smash at the arm cannon. Cordovin manages to stand the mech back up, causing Ruby to be lowered down into her view on the windshield. Ruby hangs on to Crescent Rose as she nervously smiles and waves at Cordovin.

Cordovin: Get off of me!

Cordovin tries to grab Ruby with the mech's left hand, forcing Ruby to let go as she uses her Semblance to fly downward. Luckily, Weiss flies by on her Queen Lancer summon and catches Ruby.

Ruby: Heh.

Weiss: What if I hadn't caught you?

Ruby: I knew you would. (grins widely)

Weiss just groans. As they fly around the mech, Ren lowers himself down along the mech's back. He notices a panel with a humming machine sound coming from it. Ren uses one of his blades to pry the panel off, but almost falls as the mech keeps moving around. Fortunately, Qrow appears and catches his wrist.

Qrow: Gotcha. What'd ya find?

Qrow tosses Ren back up as the both of them look at the panel he just opened. They see a whirring machine with the label "AUTHORIZED PERSONNEL ONLY, SHIELD GENERATOR" written on top of it.

Qrow: Well, alright then.

Qrow and Ren draw their weapons and shoot at the machinery, disabling the mech's shields. Cordovin watches her screen as the shields are reduced to zero.

Cordovin: No, no, no, no!!

Cordovin then feels a tremor as Nora fires a volley of grenades at her.

Nora: You get back here with my man!

As Nora continues firing at Cordovin, Weiss and Ruby fly by to Ren and Qrow.

Weiss: Jump on!

The two men do so. Nora continues to fire until she runs out of ammo. Suddenly, Jaune notices Cordovin lifting up the mech's arm. He runs over to Nora.

Cordovin: I've had enough of you ingrates!

Cordovin slams the mech's arm into both Jaune and Nora, knocking them back and breaking their Auras. The two struggle to get back up.

Ren: No!

Suddenly, Weiss gasps as Cordovin fires the mech cannon at her group at point blank range, destroying the Queen Lancer summon and knocking herself, Ren, Qrow and Ruby back over to the cliff. Ruby uses her Semblance to fly back over to the cliff, but falls short. Ruby embeds the blade of Crescent Rose into the cliffside and holds on for dear life. She notices Cordovin approaching her.

Cordovin: This is what happens when you think you know better than those rightfully in charge!

From the airship, Oscar notices Ruby in trouble and runs over to Maria.

Oscar: We gotta do something!

Maria flicks some switches on the controls and flies back over to the mech. Just as Cordovin is about to fire her arm cannon at Ruby, Maria flies by and fires a missile. Suddenly, the mech grabs the missile with its hand, causing Cordovin to turn the mech around to Maria's direction.

Cordovin: Calavera...

Everyone watches helplessly as Cordovin fires the missile toward the airship's direction. The missile explodes in front of the airship, causing it to rattle...

Back in the forest, Blake Belladonna and Adam Taurus continue to fight each other intensely. Their blades clang loudly as they clash back and forth. As their blades lock, Blake hears a distant explosion from behind her. Blake's distraction causes her to dodge quickly from Adam's attack. Blake uses the kusarigama form of Gambol Shroud to grapple and swing from tree to tree. Adam gives chase.

Adam: Can you do anything besides run?!

Adam then jumps onto a tree trunk and leaps off of it as he continues to pursue Blake, who continues leaping from branch to branch. Adam then fires Wilt and it crashes into Blake's kusarigama just as she was about to grapple onto another tree. Due to her loss of momentum, Adam manages to catch up and slash at her, but he merely just slashes Blake's trench coat off. Blake then kicks off Adam, knocking him back. As Blake lands back on the ground, she fires at Adam, who blocks some of her shots but some manage to still hit him. The two then leap out of the forest and find themselves on a natural stone bridge in front of a waterfall.

The two then clash again, with Blake evading Adam's attacks with her own Semblance. Blake manages to catch Adam's sword with her own cleaver/sheath, leaving Adam to defend himself with Blush. Eventually, Adam catches Blake's wrist and blocks her katana with Blush.

Adam: I wouldn't have to be doing this if you just behaved!

Suddenly, Adam grabs his sword and flings away Blake's cleaver, before knocking her in the side of her head with the hilt of Wilt. Blake gets knocked back several feet.

Adam: But you're SELFISH!!

Adam knocks Blake back again.

Adam: You're a COWARD!

Adam again knocks Blake back a few feet.

Blake: You're delusional...!

Adam then points his sword at Blake's abdominal scar that he gave her before. Adam then uses his Semblance, which causes Blake's katana blade to break in half. The broken weapon clatters a few feet away from Blake.

Adam then stops to remove the blindfold from his eyes.

Adam: People hurt me long before we met... All sorts of people in all sorts of ways... (Blake looks away sadly upon hearing this) ... but no one hurt me quite like you...

Blake looks back up to Adam as she sees his own eyes: his right eye a healthy blue eye, his left eye scarred permanently with a brand labeled "SDC".

Adam: You didn't leave scars, you just left me alone.

As Adam continues talking, Blake hears a certain motorcycle drawing close.

Adam: So... tell me, Blake... how does it feel to be alone?

Blake doesn't pay attention to what Adam says as she hears the noise get closer. Suddenly, Adam raises his sword and lets out a loud yell in fury as he stabs Blake in the abdomen.

Suddenly, her form disappears, another Semblance clone. Adam then looks behind him as Blake picks up her cleaver.

Blake: I'm not alone.

Suddenly, from above the waterfall, Yang Xiao Long drives off the cliff and hurls her motorcycle, which crashes into Adam, knocking him down, before falling off into the river below.

Yang lands a few feet away from Blake as she stares down Adam.

Adam: You...

Yang fires a shot Adam, which he blocks. Yang then activates the shotgun in her prosthetic arm.

Blake: Yang!

Suddenly, Blake falls to her knee as she holds her stomach in pain.

Yang: It's okay. Catch your breath for a second. I can hold him off.

Adam: She's right, Blake. It's okay, we have... unfinished business.

The two combatants stare each other down. Adam makes the first move, delivering a series of quick slashes and Semblance arcs that knock Yang back a short distance. Eventually, Yang starts to strike back, managing to land some hits on Adam that he wasn't able to block.

Yang knocks Adam back a good distance before firing at him. He blocks and absorbs the shots with his sword. Adam then quickly runs in circles around Yang before letting out another Semblance attack that causes Yang to slide back a short distance.

Blake: His Semblance is like yours! He absorbs energy through his sword, stores it up and then sends it back when he's ready.

Yang: He gets to dish out damage without having to feel it? (sighs) That's just cheap...

The two proceed to trade blows again. Yang lands a series of punches and kicks on Adam, but he manages to send her back when she punches his sword. Yang gets knocked back next to Blake and the two share a glance with each other. Adam notices this and lets out an angered growl. He readies his Semblance once again.

Blake: YANG!!

With a loud yell, Adam lets out a devastating attack with his Semblance. When the smoke clears, Yang is still standing, though her prosethetic arm has some small scrathes in it and her foot barely hangs off the edge of the bridge. She lowers her arm and glares at Adam.

Yang: Leave. Us. Alone. This is your last chance.

Adam stares back at the two as he grips the hilt of his sword again. Yang's left arm trembles slightly.

Adam: Heh, do you really believe that? Or are you just trying to scare me away so you won't have to die trying to protect her?

Yang, angered, prepares to fight him again despite her hand still trembling. Suddenly, Blake takes Yang's hand with her own.

Blake: She's not protecting me, Adam. And I'm not protecting her.

Adam glares back at the two of them angrily.

Blake: We're protecting each other.

The two partners stand hand in hand in solidarity as they glare at Adam together...



  • The title is based off of the nursery rhyme There was an Old Woman Who Lived in a Shoe and refers to Caroline Cordovin.
  • Nora's line "And you said it wasn't beach season!" is a callback to the episode "Argus Limited".
  • Some of the animations in Yang's fight against Adam are from an unused incomplete fight scene between the two that was originally going to be in Volume 3. The test footage of the unused scene was leaked and then later deleted. According to Shane Newville, Monty Oum had been working on a Yang vs. Adam fight scene for Volume 3, using a song by Linkin Park. The leaked test footage features Session, by Linkin Park. The reused and adapted animations include:
    • In both this episode's fight and the unused Volume 3 scene, Yang starts out kneeling on one knee.
    • Adam sends out a pair of dark clones of himself, which attack Yang as they appear. Then, the clones attack again, with the second one merging with the one in front of it, followed by Adam merging with the remaining clone while attacking Yang. The animation was the same in the unused Volume 3 scene, but the camera had a different placement.
    • Adam slashes at Yang and sheathes his sword three times, with the final slash knocking her back. In the unused Volume 3 scene, a long slash mark appears in the wall behind Yang.
    • Adam creates a pair of clones and runs around Yang with them to disorient her, before stabbing the ground to send an attack toward her. The animation in the unused Volume 3 scene was very similar but not quite identical.
  • The mech fight was the most effects-heavy of the fights this season.[1]
  • Blake has always had the scar on her body since the new outfit, but it has been hard to see until her jacket comes off.[2]
  • Yang hitting Adam with her bike was thought of early on in the scripting process.

Yang vs. Adam Fight Comparisons

See Also

Image Gallery

Main article: The Lady in the Shoe/Image Gallery


  1. RWBY Volume 6 Blu-ray Director's Commentary
  2. RWBY Volume 6 Blu-ray Director's Commentary