As the fog of war covers the Kingdom, Atlas nears its breaking point.

"Ultimatum" is the tenth episode of Volume 8 and the 102nd episode of RWBY. It premiered for Rooster Teeth FIRST members on February 27th, 2021 and was made public on the Rooster Teeth site on March 6th, 2021.


James Ironwood overlooks the battlefield from his office in Atlas Academy while soldiers brief him on the prison break in. They report that Arthur Watts has escaped and that they still have Jacques Schnee in custody. Qrow Branwen and Robyn Hill have evaded capture but are believed to still be somewhere inside the compound. Ironwood orders for the capture of Qrow.

Just as Ironwood begins to use his communication device to ask for a status update, a massive explosion erupts from within Monstra, catching everyone's attention. The wave engulfs the entire city, wiping out the Grimm in its vicinity. On the now quiet battlefield, Neopolitan gleefully skips away from Monstra's corpse with the Relic of Knowledge in her hand. Marrow Amin immediately expresses concern that Jaune Arc, Lie Ren, Yang Xiao Long and Oscar Pine were, to his knowledge, still inside Monstra when it exploded. Ironwood praises the Ace Operatives and calls them back to his office. They carry the bomb back into the airship they arrived in.

On a rooftop in the City of Atlas, Cinder Fall attempted to contact her allies who were supposed to be inside Monstra. When she receives no response, she tells Watts that the plan is still that he will bring Penny Polendina to her so that she can steal the Winter Maiden powers from her. Realizing there has been a misunderstanding, Watts clarifies that he simply infected Penny with a virus that is telling her to open the vault and then destroy herself. Angered, Cinder dangles Watts from the edge of the building, stating that she will kill him and then go wait for Penny at the vault. Seeming to accept his fate, Watts laughs, lets go of Cinder's wrist and launches into a frustrated rant, explaining to Cinder exactly why she is a failure. Cinder becomes angrier and angrier before suddenly pulling Watts back onto the roof and beginning to cry.

Near the Monstra's corpse, Jaune is healing Oscar, and Yang receives a call from Blake Belladonna who wants to know if Yang's Group is alright. Oscar and Ren look over at Emerald Sustrai who is on her knees in the ash, mourning Hazel Rainart. Through the Scroll, Weiss Schnee sends Yang a map of where to access a subway tunnel and what route to take from there.

As Yang's Group walks through a subway tunnel, they discuss what to do with Emerald. Oscar wants to work with her, while Yang opposes. Emerald wants to leave, but Jaune does not want her to go free because of how she helped Cinder. Ren agrees with Oscar, stating that their actions should not come from fear. Through this conversation, Oscar ends up revealing to the group that Ozpin has returned and wants to help them. He tells them that Ozpin took the torture Hazel dished out. He then explains that the explosion he created inside Monstra came from him utilizing most of the kinetic energy that was stored in The Long Memory over the course of lifetimes. In the distance, they hear a baby crying and rush toward the sound to find the City of Atlas' citizens taking shelter in a subway station.

The Ace-Ops arrive in Ironwood's office and inform him that they were not the ones who blew up Monstra and that they still have the bomb. Ironwood tells them about the jail break, and Harriet Bree is angered by the news that Qrow has escaped. Ironwood requests that Winter Schnee bring him Jaune, Ren and Yang so that he can use them as hostages to get Penny to do what he wants. Harriet informs him that Winter let them go. This news enrages him, but he is soon distracted by a report that dozens of Schnee Dust Company ships are headed for Mantle.

In the city, Cinder receives a message on her Scroll from Neo, who intends to use the Relic of Knowledge and the fact that she knows the password to make Cinder give her what she wants.

At the Schnee Manor, Yang, Jaune, Ren and Oscar reunite with Ruby Rose, Weiss and Blake. Ren asks where Nora is, and Weiss goes to talk to him while Ruby turns to meet Oscar. It is then that Ruby notices Emerald and takes an aggressive stance. Just as Oscar attempts to explain, Ruby receives a call from May Marigold. May begins to explain that the SDC cargo ships they sent to Mantle are not alone, but soon after, she has to call out for everyone to run to the mines. There is an explosion, and the call cuts out.

An alarm sounds from everyone's Scrolls, signifying an emergency broadcast. Ruby uses her Scroll to project a screen for everyone to watch the broadcast on. The screen shows the SDC ships being shot down by Atlas military ships, and the broadcast then switches to Ironwood standing in a spotlight in a dark room. He claims that Penny alone is standing in the way of Atlas' salvation. He then gives Penny a choice - either she opens the Vault for him and Mantle is left to fend for itself, or he will destroy Mantle with the bomb that was originally intended to kill Monstra. In the city, Cinder and Watts are watching the broadcast, and they look at each other. Ironwood then threatens to destroy Mantle if anyone does anything other than what he has ordered. He states that Penny has one hour to respond. However, unbeknownst to him, Penny is still unconscious.


James Ironwood overlooks the City of Atlas from his office. Manta airships fly by. Someone is heard clearing their throat.

Atlas Commander: Sir, we have confirmation that Doctor Watts has escaped military headquarters with the assistance of Cinder Fall. We do have Jacques Schnee in custody--

Ironwood: I don't give a damn about Jacques Schnee. What about the other two?

The pair of Atlas officers stand at attention with nervous looks on their faces. Sweat drips down the side of the commander's face as she addresses the remaining prisoners statuses.

Atlas Commander: Sir, Branwen and Hill have... evaded capture.

As she says this, Atlas soldiers are shown scouring the wreckage of Cinder’s break-in to retrieve Watts. A soldier lifts up some debris revealing a crow, which flies into the air before transforming into Qrow, who tackles the soldier to the ground.

Atlas Commander: (voiceover) But we are monitoring every exit, so they must still be inside the compound.

Another soldier lifts up some debris, revealing Robyn. She lifts her head up as the soldier points his gun at her.

Atlas Soldier: Hands up! We're moving you to another--

As he says this, Qrow chokes out a nearby soldier before bringing up his fist to punch the soldier holding Robyn at gunpoint.

Back in the office, Ironwood angrily slams his left fist on his desk.

Ironwood: Damn it! (He huffs angrily before composing himself) Search everywhere for them. Do not return to this office until you have Qrow Branwen in custody.

Atlas Commander: Of course, sir.

The pair of officers salute before leaving. Ironwood turns around to look outside the large window again. He sighs as he brings his fingers up to his ear to talk into his comlink.

Ironwood: What's the status of our--

Suddenly, a series of bright flashes occur outside his window, before a massive explosion is seen engulfing Monstra. The explosion shines so bright as the light is seen engulfing Ironwood’s office.

Down on the battlefield, Winter Schnee leads the charge as the Ace Operatives carry the bomb that was to blow up Monstra, before they are knocked back from the explosion.

At the Schnee Manor, Weiss Schnee enters her room carrying a plate of bread, soup and a drink, but she drops it in shock upon seeing the bright explosion occurring outside her window. Nora Valkyrie and Klein Sieben also watch the explosion from the bedside.

The explosion further reaches into the City of Atlas, knocking back and obliterating some Lancers. The entire scene is engulfed in a bright light.

In the explosion’s aftermath, Monstra is seen starting to dissipate. The morning sun shines through the particles of the slain Grimm. Through the dust, Neopolitan can be seen happily skipping away from the Grimm with the Relic of Knowledge in her possession.

Elsewhere, Winter gets up to witness the quiet battlefield.

Winter: Is everyone all right?

Vine: No injuries here.

Elm: What?!

Marrow: They... They were still inside.

Ironwood: (over comms) Target destroyed. Good work. But no time to celebrate. Return to the Academy at once. We've got a new problem.

Marrow: But... that wasn't us.

Winter: Then we can tell him in person. Load it back up, we're leaving.

On the roof of a skyscraper in Atlas, Cinder and Watts stare at the disintegrating carcass of Monstra.

Watts: Did... Did anyone respond?

Cinder: (glances at her Scroll) No.

Watts: Well, she'll come back. In the interim we need a plan.

Cinder: Plan? The plan hasn't changed. (She walks a short distance away) I'm going to rip the Maiden power out of Penny Polendina, because you're going to bring her to me.

Watts: I beg your pardon?

Cinder: You said in your message that you have control over Penny.

Watts: I said I had Penny under control, not that I could telekinetically force her to do whatever I want.

Cinder turns around, looking irritated.

Cinder: What?

Watts: I implanted a virus in her, you dimwit. She's on a set path now. At least, she should be. As much as I hate to admit it, there seems to be some part of her capable of resisting. (he turns away) Regardless, it's only the matter of time before her mechanical body succumbs to the virus. She'll open the Vault, then she'll destroy herself and our little Penny problem will be do--

Cinder's Shadow Hand lashes forward, grabs Watts by the collar and pulls him toward her.

Cinder: What do you mean, she'll destroy herself? How am I supposed to take her power if she's dead?!

Watts: You know, it's impressive that you haven't realized this yet, but I don't work for you!

Cinder extends her arm again, hanging Watts off the edge of the roof.

Watts: Please. You can't just threaten me like everyone else.

Cinder: You think you're so clever, don't you, Arthur? (She begins walking toward him)

Watts: Salem sent you to bring me back-

Cinder: Salem isn't here right now, but I think we can still come up with a plan while she's pulling herself together. First, I'm going to watch you plummet to an unremarkable end. And then I'm going to burn a path directly to the Vault where I will wait to tear that magical puppet to pieces. (She extends her Shadow Hand further, dangling Watts in the air high above the streets of Atlas) And take... what is mine.

Cinder conjures a flame in her free hand, smiling confidently, but her smile quickly fades as Watts starts laughing.

Watts: Oh, of course you are! Because that's just what you do, isn't it?

Watts willingly lets go of Cinder's Shadow Hand, as if he is allowing Cinder to drop him.

Watts: And how has that worked out for you? You stormed into Fria's room, thinking you can take on Ironwood's top fighter and war machine. But you couldn't. (Cinder has a flashback of her battle with Fria, Penny and Winter) And that machine became the Winter Maiden. Oh, and let's not forget your deal with Raven Branwen. (Cinder has another flashback, of her defeat by Raven) Get all your enemies in one place so you'd have a shot at revenge. If only someone could have warned you against such a miserable idea. Oh wait, I did! But you pushed ahead and you lost it, when all you had to do was your job!

Cinder's expression becomes increasingly angry; her Maiden powers form a vortex of orange energy around her.

Watts: You think you're entitled to everything just because you've suffered, but suffering isn't enough! (Cinder has a third flashback, of her abusive childhood) You can't just be strong, you have to be smart! You can't just be deserving, you have to be worthy! But all you have ever been, is a bloody migrane!

Cinder screams in rage, but instead of dropping Watts, she drags him back, releases him and walks away, breathing heavily. She sits on the edge of the roof, a tear in her eye. Behind her, Watts exhales heavily.

Yang, Ren, Jaune, Oscar and Emerald are left at what remains of Monstra. As the large Grimm decays into the sky above, Yang gets a video call on her scroll and answers it to see it was Blake, who is biting her finger nail in concern. She brightens up when she sees Yang answers the call.

Yang: Blake?

Blake: Yang! Are you okay? Where are you?

Jaune: Yeah, we're fine. Is everyone there all right?

Blake: We're... alive. This'll help though. Guys! They're okay.

Oscar gets up and Ren tries to help him. They look over at Emerald on her knees not too far away, all alone.

Oscar: What do we do about her?

Emerald: Hazel?

Emerald looks down at her empty palms as black flakes from the dead Grimm fall around her.

Weiss: I'm sending you a map. You're in the agricultural area. Just head to this access point to reach the red line subway tunnel then follow the route I've drawn for you.

Jaune: Got it. We'll see you soon.

Blake waves and the call ends.

Jaune, Ren, Yang, and Oscar are walking through the dark subway tunnel. Emerald is walking ahead of them with her hands up in the air. Yang has her gauntlet trained on Emerald with one hand, and is holding Emerald's guns in the other. Meanwhile, Ren and Jaune are using their Scrolls as flashlights.

Yang: You can't be serious. You want us to work with her?

Oscar: I'm just saying it makes the most sense. We're all enemies of Salem, including her.

Emerald: No, I'm with blondie. You don't like me, I don't like you. So how about we just part ways and you never have to see me again.

Jaune: You're not going anywhere. Not after everything you've done.

Ren: We can't let all of our actions stem from fear. If she could help us, I think we should consider it.

Ren looks towards Emerald and he sees purple petals flicker around her with his semblance.

Yang: She is part of the reason I have this. (holds up her arm) I'm not going to just forgive her. Everything that happened at Beacon... She lied to us, tricked us. She is dangerous.

Oscar: You don't have to forgive her. You have every reason to feel that way. Just maybe give her a second chance. We've already gotten quite a bit of help today from someone we don't exactly trust right now.

Ren: Do you mean Ozpin?

Oscar becomes surprised and looks back at Ren.

Ren: I had a feeling.

The group stops walking. Yang, Ren, and Jaune circle around Oscar.

Yang: Wait, what?

Jaune: Oz is back?

Oscar: I know how you feel but he saved my life. When we were tortured, he took it. So I wouldn't have to. He entrusted me with this, and the massive amount of power he had stored up in it.

Oscar holds out The Long Memory.

Oscar: Kinetic energy that he spent lifetime after lifetime accumulating in the cane he built.

Jaune: So that's how you did that? Using all of the stored up power.

Oscar: Not all, but most. We have to be careful with how we use the rest. He trusted my judgment and it saved us. I want to reciprocate that trust. There's a lot to sort out, but... Oz really wants to help.

He retracts the cane and places it on his back.

Ozpin: Thank you, Oscar.

The group hears the echo of a baby crying, and decide to run towards the noise. They come across a large group of Atlas citizens taking refuge in the subway. The lights are occasionally flickering as vibrations are felt from the grimm attacks overhead.

Jaune: All of Atlas is down here.

Oscar: I've seen what you can do, Emerald. However this fight ends, we could really use someone like you.

Back in Ironwood's office, the general is interacting with holographic interfaces above his table as the Ace Ops make their entry. He looks towards and smiles at all of them.

Ironwood: It's about time. While we dealt a decisive blow to Salem today--

Winter: Actually that wasn't our payload, sir. I brought it back with us.

Ironwood gets a surprised expression on his face.

Ironwood: Then who could have...? (he brushes his hand against his chin) But you still have it. This may be useful. Penny still hasn't come to the Vault, meaning Watts was either incompetent or he betrayed us. At this point, we'll never know. Cinder Fall has attacked command and escaped with him. And that's not all we've lost.

Winter: Sir?

Ironwood: Qrow and Robyn have also escaped.

Harriet gets an angry expression on her face as her eyes begin to glow gold and emits electricity. She turns to begin searching for the escapees, but Ironwood stops her with a motion.

Ironwood: Salem's creature was destroyed, but that doesn't mean we've stopped her. She will return and she will throw everything she has at us until there is nothing left. And we are perilously close to that already. I need the Winter Maiden, now. It's the only way Atlas can survive. Schnee, bring me Arc, Ren and Xiao Long.

Winter: (nervously) What for, sir?

Ironwood: I had Qrow in my hands and I didn't do what needed to be done. I will not make that mistake again. I know. I'm ashamed I didn't think of it earlier. Leveraging the lives of her friends is the only way to make Penny listen to reason.

Harriet: Sir. I'm sorry, but we don't have them. Operative Schnee let them go.

Ironwood looks at Winter in disbelief.

Ironwood: You what?

Winter looks down at the floor with guilt as Harriet explains.

Harriet: Winter allowed them to go on board the creature to rescue their friend and they never came back.

Ironwood lets his hand off Winter's shoulder and walks back to his table.

Ironwood: They were our last chance... Now... Now I have NOTHING!!

Ironwood smashes the table. The holographs flicker, then fade.

Atlas Officer: (over comms) Sir! We are detecting non-military ships on radar, dozens of them!

Ironwood: Ships? Whose ships?

Atlas Officer: They appear to be Schnee Dust Company freighters, sir. They're heading straight for Mantle.

On one of Ironwood's holographic interfaces on his desk, he sees the freighters leaving Atlas and heading down to Mantle.

Ironwood: Weiss... I see. They're trying to save Mantle. This has always been about Mantle, hasn't it? I need to make a call.

The camera cuts to Watts adjusting his necktie and walking towards Cinder. She pulls out her Scroll.

Message from Neo: Your boss won't stay dead. But you will without this.

Neo posts a picture of herself holding the Lamp. Cinder angrily growls.

Watts: Who is it? Did someone survive?

Message from Neo: If you want her name, you know what you owe me.

Ruby opens the door of Schnee Manor, Weiss and Blake at her side. Yang, Jaune, and Ren are seen standing. Ruby jumps into Yang's arms as they happily hug each other. Ruby began crying tears of joy as she looks at her sister, who smiled back at her.

Yang: I missed you too.

Yang hugs Weiss as Ruby goes to greet Jaune and Ren. Yang then spots Blake, standing with her cat ears lowered. Yang holds the side of Blake's face, blushing, before the two touch foreheads.

Ren: Where's Nora?

Weiss walks towards Ren as Ruby watches her doing so. Ruby turns to Oscar.

Ruby: Oscar, you--

Ruby goes to hug Oscar, stopping when she notices Emerald with him. As Ruby reaches for her weapon, Emerald reaches for her own guns holstered behind her. Oscar stands between the two.

Oscar: No, she's okay. I can--

Ruby hears a notification from her scroll. May is calling from Mantle.

May: Kids, the cargo ships you sent just made it but they're not alone.

Ruby: May? What are you talking about?

May: Oh my gods, run! Everyone, into the mines!

Blake: Were those...?

Everyone hears alarm blaring. Yang and Blake cover their ears when hearing them. Everyone takes out their scroll.

CCT Voice: This is an emergency CCT broadcast.

All CCT's and Scrolls across Atlas show the SDC freighters being shot down by Atlesian Mantas.

Yang: What's going on?

Weiss: Those ships, they were going to save people! Why would--

The broadcast changes to show Ironwood standing in the center of a dark room, under a spotlight.

Ironwood: I have always promised to defend this Kingdom. Its technology, its future, from those who would see it destroyed. Our enemy is crippled, but one individual still denies Atlas its salvation. The Protector of Mantle.

As Ironwood continues, Ruby, Blake and Yang became displeased as everyone watches.

Ironwood: Penny, wherever you and your friends are, I need you all to listen. I know how much Mantle means to you, so I'm going to give you a choice. You can bring yourself to Atlas Academy and do your duty, help me save as much of Atlas as I can, and Mantle will be left to fend for itself. Or... you can all watch as I destroy it.

Weiss gasps in shock at Ironwood's ultimatum.

Ironwood: I have one bomb. That's all it will take.

Elsewhere in Atlas, Watts and Cinder watch Ironwood's ultimatum before they look at each other.

Ironwood: If there is no Mantle then there is no reason for you not to work with me. Neither of us want it to come to that, but one of us is willing to do it. If anyone tries anything other than what I've ordered, Mantle... is gone. You have one hour to respond.

In Weiss's bedroom, Nora, now recovered but worried, watches Ironwood's ultimatum to Penny before she looks at Penny who is still unconscious.

Ironwood: I hope you live up to the title I gave you.


Minor Characters


  • This is the first episode of RWBY to come with a photosensitive warning at the start of the episode.
    • For epileptic people, the moment in question is when Oscar destroys Monstra, and lasts from 2:53 to 3:19.
  • On February 17, 2021, Kerry Shawcross announced that, due to the severe winter storm wreaking havoc in Texas at the time, the release of the tenth episode of the Volume would be delayed by a week to February 27 to focus on the production team's safety.[1]
  • Caroline Cordovin and the Colossus are seen on an Atlas Military poster in the underground station.
  • The scene between Ironwood and the Ace-Ops was supposed to be staged around his main deal but was later changed to the central table to make the blocking flow better. Connor Pickens found it funny that they had been building up to Ironwood smashing his desk with the number of times he'd slammed his fist into it only to end up destroying the table instead.[2]
  • Originally, the scene where Yang's Group contact Blake after Monstra's destruction was placed after the Ace-Ops were shown recovering from the explosion. The shot of Neo skipping through the haze was used as a bridge between the scenes. It was moved to later in the episode to help with the pacing.[3]
  • It was hard to write the scene where Yang's Group lead Emerald down the subway tunnel as they needed to balance how harshly they treat Emerald with how she eventually needs to be comfortable enough with these people to join them permanently.[4]
  • The lighting in the subway tunnels reminded Connor of the Apathy scenes in Volume 6.[5]
  • In one version of the script, Ruby's Group were the ones heading through the subway tunnels to meet up with Yang's Group at Monstra's remains. They would have had to push through large crowds of people who are panicking and trying to evacuate and it was decided that those scenes would be too difficult to animate and would have made less sense than Weiss simply giving them directions to the manor.[6]
  • The sun coming up in this episode is thematically appropriate since it marked a major turning point in Volume 8.[7]
  • For the scene where Yang and Ruby's Groups meet up again, Connor sent the scene from the end of "The Lord of the Rings: Return of the King" where the hobbits are hugging before Frodo departs to the animator on charge of the scene, Vince Cavaluti. Connor specified that it was not the scene where all of the hobbits come in and greet Frodo after he wakes up in bed.[8]
  • Kiersi Burkhart loves the detail of Blake covering her car ears when the high pitched emergency tone sounds.[9]
  • Ironwood's spotlight was inspired by a "Predator" promotional image where the Predator was over-lit, which Connor gave to the animation department while working on this scene.[10]
  • Ironwood's bright blue eyes contrast with the otherwise desaturated image in the spotlight to create a cold atmosphere.[11]
  • It's implied that in order to get the image of Ironwood they wanted, different renders with different lighting were composited in post-production.[12]

See Also

Image Gallery

Main article: Ultimatum/Image Gallery


  1. Kerry Shawcross' Twitter
  2. RWBY Volume 8 Directors' and Writers' Commentary Chapter 10
  3. RWBY Volume 8 Directors' and Writers' Commentary Chapter 10
  4. RWBY Volume 8 Directors' and Writers' Commentary Chapter 10
  5. RWBY Volume 8 Directors' and Writers' Commentary Chapter 10
  6. RWBY Volume 8 Directors' and Writers' Commentary Chapter 10
  7. RWBY Volume 8 Directors' and Writers' Commentary chapter 10
  8. RWBY Volume 8 Directors' and Writers' Commentary Chapter 10
  9. RWBY Volume 8 Directors' and Writers' Commentary Chapter 10
  10. RWBY Volume 8 Directors' and Writers' Commentary Chapter 10
  11. RWBY Volume 8 Directors' and Writers' Commentary Chapter 10
  12. RWBY Volume 8 Directors' and Writers' Commentary Chapter 10