With Salem's forces drawing closer, and the General's orders for their arrest, our heroes are forced to fight on all fronts to save the city Ironwood has abandoned.

"With Friends Like These" is the twelfth episode of Volume 7 and the ninety-first episode of RWBY. It premiered for Rooster Teeth FIRST members on January 25th, 2020 and was made public on the Rooster Teeth site on February 1st, 2020.


Aboard the Manta serving as prisoner transport, Robyn Hill and Clover Ebi barely have time to discuss the message that was just sent out by Ruby Rose before a Wanted notice is sent out to people's Scrolls. Due to Qrow Branwen being listed in the notice along with Team RWBY, Team JNPR and Oscar Pine, Clover prepares to arrest Qrow, only for Robyn to start a fight with him. During the fight, Tyrian Callows is broken free from his seat and crashes the Manta.

In the research facility, Winter Schnee and Penny Polendina have conflicting reactions to Ruby's message and the Wanted notice, and after conversing about following James Ironwood's orders about saving the many instead of the few, they head to Fria's room.

In Atlas Academy, Harriet Bree locks down Ironwood's office. Team RWBY and the Ace Operatives begin fighting, though Marrow Amin is hesitant.

At the Manta crash site in the tundra just outside Mantle, Qrow finds Robyn unconscious, and Clover uses the opportunity to tell him to surrender, begging him to not spark another fight. Qrow refuses and the two reluctantly continue their fight. Meanwhile, Tyrian frees himself of his restraints and joins the fight. Clover prevents Qrow from fighting Tyrian, and upon observing this, Tyrian offers Qrow a temporary truce where the two of them would focus on Clover.

The Ace-Ops bicker with each other instead of working together, and as such, Team RWBY manages to defeat them by using teamwork and protecting each other. After the fight, Team RWBY gathers the unconscious Ace-Ops in the foyer and forms a plan. Ruby and Weiss Schnee will seek the Winter Maiden to prevent Ironwood from reaching the Relic of Creation, while Blake Belladonna and Yang Xiao Long will look for Team JNPR and Oscar. Their discussion is interrupted by the arrival of Pietro Polendina and Maria Calavera, the latter of whom is holding a Scroll that displays the Wanted notice.

Team JNPR find Neopolitan, who is posing as Oscar, having stolen the Relic of Knowledge. Nora Valkyrie is almost fooled by the disguise, but the real Oscar arrives and takes back the Relic. Neo prepares to fight Nora, Jaune Arc and Lie Ren.

Penny and Winter prepare Fria for the transfer of her powers while discussing how to deal with emotions and how it makes them human. They are interrupted by Cinder Fall, who forces her way into the room. The three prepare to fight.

Qrow and Tyrian fight Clover together, and the battle results in Qrow breaking Clover's Aura. While Qrow and Clover talk to each other, Tyrian retrieves Qrow's sword and uses it to murder Clover. A Manta flies overhead, and Tyrian flees, assuming the airship to be the authorities. Qrow kneels by Clover's side, promising that he will make sure Ironwood will take the fall. With his dying breath, Clover wishes him good luck. Qrow breaks down in pain as he mourns Clover's death.


Ruby: Ironwood's declaring martial law and abandoning Mantle! Salem is coming and he's going to use the Staff to move Atlas. If we don't stop him Mantle's going to be de--

Inside a flying Manta, Robyn Hill and Qrow Branwen are looking at Clover Ebi, who is sitting beside a restrained Tyrian Callows.

Robyn: Declaring martial law? We can not let him do this.

Clover: Ms. Hill, I'm sure the General understands the enormity of his--

Clover's Scroll makes a noise, and he brings it out to check it. The screen shows mugshots of Team RWBY, Jaune Arc, Nora Valkyrie, Lie Ren, Oscar Pine and Qrow. There is text above the mugshots, reading:

Detain on sight"

Clover puts his Scroll away, stands up with a sigh, and begins approaching Qrow, who grips the hilt of his weapon.

Qrow: Clover…

Robyn's Scroll vibrates, and she brings it out to see the same Wanted notification.

Clover: Qrow, you should know that I've been asked to bring you in.

Tyrian: (laughing) A free ride and a show!

Clover: There's also an alert out for Team RWBY's arrest.

Qrow: What? Has James lost his mind!?

Robyn: He's trying to stop anybody who might get in the way of this inhumane plan.

Robyn stands up from her seat and deploys her crossbow.

Robyn: Looks like he underestimated me. (aiming at Clover) Again.

Clover: Only Qrow is under arrest. After everything we've been through tonight please don't make me arrest you too.

Robyn clenches her teeth and glares at Clover, the bolt on her crossbow being pulled back against the string. In response, Clover draws his fishing rod.

Qrow: Cut it out! Both of you. We're almost back to Atlas. Let's talk to James personally and--

Tyrian: It's taking a very long time for this show to get to the good part.

Qrow: Shut up.

Robyn: He's right. Let's get this over with.

Qrow: Robyn!

Robyn fires the bolt, but Clover casually blocks it with his fishing rod. She shifts her crossbow into bladed shield form and charges at Clover, who blocks and then immediately shortens the rod, hooks the crossbow and pulls on it, knocking Robyn to the floor.

Qrow: (annoyed sigh) Fine.

Qrow gets up, drawing his sword and swinging it at Clover, who jumps out of the way. He swings again, and Clover blocks with his rod, locking weapons with him.

Clover: I wish it hadn't come to this.

Qrow: It doesn't have to!

Robyn hops back into the fight, swinging her shield down on Clover's rod, and Clover jumps backward away from the two.

Robyn: You can hug it out once we've taken him down!

Clover sends his fishing hook at Robyn, who deflects it with her shield, accidentally sending it toward Tyrian. Tyrian lifts his leg out of the way, allowing the hook to break a bar beneath his seat, which the Gravity Bolas securing his wrists is hooked onto with a metal ring. Qrow and Robyn swing their weapons at Clover, who blocks with his rod, and Tyrian slides the ring on his bolas off of the broken bar and hurries toward the pilots, excitedly snickering to himself. Clover continues blocking strikes and a crossbow bolt from Qrow and Robyn.

Suddenly, the ship shakes, causing the three of them to fall over. Hearing maniacal laughter, Qrow looks up to see Tyrian crouched on the ship's console, wearing the pilot's hat. The pilot is slumped over and is not moving. Qrow hurries to his feet, grabs onto Tyrian's upper arms and shakes him.

Qrow: What are you doing!?

Tyrian: The will of our goddess!!

Tyrian kicks off of Qrow, landing in the lap of an Atlas soldier, who appears unconscious or dead. He then grabs onto the co-pilot control stick and jerks it to the side, causing the ship to veer toward the ground. Clover opens the airship's side door and jumps out. Soon after, the ship crashes into the ground, and Robyn yelps as the impact knocks her over.

In a hallway in the research facility, Winter Schnee is looking at the Wanted notice on her Scroll. Penny Polendina is standing behind her, looking concerned.

Winter: Weiss. What did you do?

Penny: The General is leaving Mantle to perish?

Winter: (sigh) He's saving Remnant. We can't let the Relics fall to Salem.

Winter begins walking ahead.

Penny: But all those people we just protected, they won't survive.

Penny looks over her shoulder, while Winter continues to walk.

Winter: We don't have time to--

Penny glares at Winter.

Penny: That doesn't bother you?

Winter stops walking and stands with her back to Penny and an upset expression on her face.

Penny: What about your sister? Our friends?

Winter collects herself and turns to face Penny.

Winter: My personal feelings don't matter. We have orders. I'm to retrieve the power of the Winter Maiden so we can access the Relic. You're here to ensure my safety. Now come on. We've already lost enough time.

Penny: It should matter.

Winter thinks for a moment. Her expression softens, and she walks over to Penny.

Winter: Penny. The general is making hard choices so we don't have to. For the good of all, not just a few.

Winter takes Penny's hands, but Penny pulls her hands away.

Penny: I do not see what is good about any of this.

Winter watches as Penny walks ahead.

Winter: On that we can agree.

Winter follows Penny down the hall toward a door guarded by Atlesian Knight-200s.

Weiss: Please, think about what you're doing.

Team RWBY and the Ace Operatives are standing in Ironwood's office.

Harriet: You heard the general. Until this is sorted out, you're under arrest.

Harriet brings out her Scroll and hits a button. The blue lights throughout the room turn red, and metal covers the windows. Yang Xiao Long looks at the windows, then at Harriet.

Yang: Really?

Vine Zeki steps forward, raising a hand.

Vine: Please. Don't make this difficult.

Blake Belladonna steps forward.

Blake: Don't make us have to get out of here by force.

Yang deploys her weapons, and Blake and Weiss draw theirs. On the other side of the room, Vine activates his Semblance while Harriet and Elm Ederne draw their weapons. Marrow Amin waves his hands.

Marrow: Whoa, whoa, whoa. We're not actually going to slug this out, are we?

Harriet: We're not doing anything. They decide what happens next.

Ruby walks over from Ironwood's desk to stand with her teammates and transforms Crescent Rose into scythe form. Marrow sighs and draws his gun.

Harriet: You think you're going to stop us. (scoffs) We're the best Huntsmen in Atlas.

Ruby: You were. Then you trained us.

Ruby uses her Semblance to rush past the Ace-Ops, smashing straight through the door, and Harriet angrily chases after her with her own Semblance. The remaining members of RWBY and Ace-Ops charge forward and attack; Yang fights Elm, Blake fights Marrow, and Weiss fights Vine.

Ruby zooms across the foyer and up the stairs, stopping in front of the elevators. Before she has a chance to do anything, Harriet catches up, rushes around her, and kicks her in the head, knocking her against a pair of elevator doors hard enough to dent them. She then begins walking toward Ruby.

Ruby: Come on Harriet! We're playing right into Salem's hands! You know we need to be working together.

Harriet: Oh don't give me that crap! (she brushes her nose with a thumb) I had you kids pegged right from the start.

Harriet zooms forward with her Semblance again. Meanwhile, Yang and Elm are descending the stairs form Ironwood's office into the foyer. Elm is blocking a rapid flurry of punches with her hammer, and Yang manages to punch her in the face, knocking her the rest of the way down the stairs. Yang then propels herself forward with the recoil from her weapons, ready to punch, but Elm uses her Semblance to stand her ground and then swings her head to headbutt Yang. She then slams her hammer into Yang, sending her flying through a doorway. Vine uses his Semblance to chase Blake, who is swinging around the foyer with Gambol Shroud in kusarigama form.

Blake lands on the floor with a roll and dodges as Vine sends his energy arms toward her. Yang ducks under one of his energy arms and leaves a trail of small bombs as Elm chases her around the room. She detonates the bombs, but Elm is unfazed. Yang continues to run around the room, while Blake resumes swinging around with her kusarigama. Vine finally manages to catch Blake and tosses her to Elm, who catches her while using her Semblance. She holds her hammer's pole against Blake to keep Blake pressed against herself.

Yang: Huh?

Noticing Blake has been captured, Yang stops running and faces Elm and Vine.

Vine: If you come peacefully, we won't hurt you.

Elm: Speak for yourself! They betrayed us!

Blake: You're betraying the people you've sworn to protect!

Yang: It's not worth it, Blake. They're just following orders now.

Infuriated, Elm throws Blake against a wall and charges toward Yang. Vine sighs and uses his Semblance on his feet to raise himself up to a ledge.

In Ironwood's office, Weiss uses her glyphs to swiftly move around the room, slashing at Marrow with her rapier, but Marrow keeps blocking with his boomerang. He throws his boomerang at Weiss, and she deflects it, then stabs the tip of her rapier onto the floor, using Ice Dust to create a thin layer of ice in a triangle in front of her. While Marrow tries to keep his footing, Weiss switches Dust types and sends a horizontal arc of fire toward him. He leaps over the fire, singing the tip of his tail as he does so. The ice melts, and a mist forms in the room.

Marrow: I know you Schnees are used to getting what you want. But it's time to let this one go!

Multiple glyphs appear and begin shooting ice crystals at Marrow, who blocks them with his boomerang.

Weiss: This is my home. And I'm not giving it up without a fight.

The mist clears, and Marrow sees Weiss standing atop Ironwood's desk. She swings her rapier to the side, striking a pose while her Arma Gigas summon stands up behind her and readies its sword.

In the tundra outside Mantle, Qrow stumbles out of the wreckage of the Manta and sees Robyn lying among the debris. He hurries over to her and presses his fingers to her neck, checking for a pulse, then sighs in relief.

Clover: Robyn needs help.

Qrow stands and turns to see Clover walking toward him.

Clover: Surrender and we can take her to Atlas, get her patched up.

Qrow draws his weapon, switching it into scythe form.

Qrow: Never pegged you for the manipulative type. But I've learned a lot of things tonight.

Qrow and Clover begin walking in a circle around each other.

Clover: I enjoyed working with you, you know. Even with that endless cynicism of yours.

Qrow: I'm usually proven right.

Clover: We don't have to fight, friend.

Qrow: (scoffs) You don't know my friends. That's how it always goes.

Qrow smiles bitterly, and Clover sighs. The two of them charge toward each other and swing their weapons.

Tyrian is sitting in the wreckage, pretending to be unconscious. He opens his eyes and looks around, before grinning and fiddling with his right thumb. He continues working at it, squirming, licking his lips and chuckling, until there is a cracking sound. He grunts in pain, then laughs and slips his hand out of the bolas' restraint, his dislocated thumb dangling loosely. He pushes his thumb against the floor, popping it back into place. He then chuckles and pulls the second bolas off of himself, freeing his tail. He gets up, turning toward the shattered windshield, through which he can see Qrow and Clover fighting.

Qrow and Clover spin and swing their weapons, blocking and dodging each other's strikes. Clover hooks Qrow's scythe with his rod, pulls Qrow toward him, and punches him in the cheek. Qrow spins his scythe to slash at Clover multiple times, but Clover blocks with his rod. He then places the blade of his scythe behind Clover's legs and pulls, and Clover jumps over it, only for Qrow to then kick him. Clover lands on his feet, sliding backward, and Tyrian approaches the fight from behind Qrow.

Tyrian: Oh, don't stop on my account.

Qrow: (growls) Wasn't planning on it.

Qrow charges toward Tyrian and swings his scythe at him three times, with Tyrian blocking the first two strikes and leaping into a backflip to dodge the third. When Qrow attempts to go after him, the hook from Clover's rod latches onto Qrow's scythe, and Clover pulls back, causing Qrow to turn toward him, lose balance and fall to one knee. Clover then charges forward and swings his weapon at him, but Qrow blocks. Qrow swings his scythe at Clover, who leaps into the air above him, swinging his rod, which Qrow blocks. Tyrian watches this and then grins, subtly nodding.

Qrow slides backward, and Clover charges toward him, only for Tyrian's tail to suddenly come up and block his fishing rod. Qrow, who was ready to block, looks surprised as he realizes that Tyrian is standing between him and Clover. Tyrian swings his weapon at Clover, who dodges the first attack and blocks the second. Tyrian then blocks an attack from Qrow and then swings his leg to kick Clover, who dodges. Qrow and Clover both swing their weapons at Tyrian, who blocks with both of his own. He then stands on his hands and deflects Clover's rod with his foot before swinging his foot down in an attempt to kick Clover in the head. Immediately after, he brings his arm up to block another attack from Qrow. Clover leaps over Tyrian's attempt to slash at his ankles, and Tyrian kicks him hard enough to send him flying.

Clover flips in mid-air, landing on his feet and sliding backward. Qrow swings his scythe down at Tyrian, who jumps forward and stands on his hands to dodge it. Qrow pushes his scythe forward toward him, but Tyrian leaps into the air, flips over, lands on his feet and blocks another attack with his tail. He turns to face Qrow and leans back to dodge as Qrow swings his scythe upward at him.

Qrow: Me and you have a score to settle.

Qrow continues swinging his scythe at Tyrian, who continually leans out of the way of each swing.

Tyrian: Oh I agree.

Tyrian leaps over a couple more of Qrow's attacks.

Tyrian: So what's say we put the kid to bed and then finish it.

Tyrian glances over at Clover. Qrow charges in the direction of Tyrian and Clover, so Clover charges forward, sends out his fishing line, and hooks Qrow's scythe. He leaps over Qrow and pulls on the line, making Qrow fall to his knees. Qrow stands up and jerks on his scythe, pulling it free of the fishing hook, and Clover throws a horseshoe, which Qrow blocks. Clover dashes forward, catches the horseshoe, pushes Qrow's scythe aside with his rod and jabs him in the chest with the horseshoe.

Clover then swings his rod at Qrow a couple more times, and Qrow blocks both strikes. Tyrian suddenly kicks Clover in the side of the head, knocking him aside and landing next to Qrow. He looks at Qrow with a grin, while Qrow looks back at him with a serious expression. Qrow charges toward Clover, and Tyrian laughs maniacally before following suit. The two then leap into the air.

Ruby zooms across the foyer with her Semblance and stops at the top of the staircase in front of Ironwood's office, with Harriet chasing her. Harriet leaps over the stairs and kicks Ruby in the chest, knocking her into the office, just in time for her to see Marrow throwing his boomerang toward Weiss. Weiss readies her rapier, but Ruby uses her Semblance to rush to her side and deflect the boomerang with her scythe. Marrow catches the boomerang, and Harriet rushes into the office and stops beside Marrow.

Harriet: Marrow! Cut the crap, will you!?

Marrow: I'm trying to arrest her, not kill her, Hare. You're being excessive!

The two duck under the Arma Gigas' sword as it swings toward them.

Harriet: It's not excessive if it's necessary.

They hear the characteristic sound of Ruby's Semblance, and Harriet looks over at Ironwood's desk, where she can only see Weiss, the Arma Gigas summon and some falling rose petals. Behind her, Ruby is already on her way through the door, and Harriet growls and chases after her.

Yang holds onto Gambol Shroud's ribbon, and Blake swings her forward, sending her flying toward Elm, who attempts and fails to block Yang's punch. Yang turns around and rushes toward Elm again, but Elm roots herself with her Semblance and slams the top of her hammer into her, knocking her backward. She hears a gunshot behind her and turns and leans just in time to see the kusarigama form of Gambol Shroud flying toward her. She sets her hammer down, grabs the sickle with one hand and the ribbon with the other, and pulls, jerking Blake through the air toward her. She picks her hammer back up, spins it, and slams it into Blake's torso, sending her flying straight up into the air where she is caught by Vine's Semblance. Vine slams Blake into a stone square in the wall, cracking it and causing her Aura to flicker. He proceeds to hold her there.

Seeing this, Yang gasps and then returns her attention to Elm, diving under Elm's hammer as she swings it toward her. Elm then swings her hammer down at Yang, who grabs the hammer's pole and then shoots Elm in the face, sending her flying backward. Yang then fires at Vine, who attempts to block with his free arm, but the bullet bursts into a small explosion, causing him to cry out and loosen his grip on Blake. Blake breaks free and drops down to the floor.

Elm: Time to wrap this up, Vine. They've had their chance. Don't be soft.

Yang stands beside Blake and tosses Gambol Shroud back to her.

Vine: Are you telling me? Or yourself?

Vine uses his Semblance to grab chunks of the broken part of the wall, and Elm looks annoyed. Blake and Yang exchange a look, smiling at each other. Yang readies her weapons, and Blake unfolds Gambol Shroud into katana form. The two then rush forward, Yang using recoil to propel herself.

Elm swings her hammer horizontally at them, but Yang ducks down and slides under it, while Blake backflips and then grabs onto the hammer's head, using the momentum to fling herself into the air past Elm. The two run from Elm, and Yang uses her recoil to dodge the stone chunks that Vine throws at her before finally catching one of the chunks. She rapidly attaches several bombs to the chunk and tosses it into the air. Above her, Blake is dangling from the ceiling with Gambol Shroud's ribbon and kicks the stone toward Vine, who knocks it away with his Semblance. He then uses his energy arms to catch Blake as she begins to drop from the ceiling.

Vine pulls Blake over to him and soon finds that, not only is her back covered in the bombs that Yang had attached to the stone, but she is actually a clone. The clone vanishes as the bombs begin beeping, and the blast from the explosion sends Vine into the air. Yang shoots at the floor, using the recoil to send herself up toward Vine. As she passes him, she steals his bolas from the back of his belt. Once she is above him, she throws the bolas down, wrapping it around him. She then uses recoil to send herself spinning down toward him, grabs his legs, spins through the air, and sends him hurtling toward the floor. The impact sends a web of cracks through the floor and breaks his Aura.

Yang lands on the floor, and Blake drops down from a ledge on the wall. Elm looks down at Vine and then looks at Blake and Yang, surprised. Ruby, Harriet, Marrow and Weiss briefly stop their fights to look over at Vine. Ruby and Harriet have moved their fight back to the hall with the elevators.

Marrow turns to look back at Weiss, and his eyes widen upon seeing the Arma Gigas summon preparing to swing its sword down at him. He moves out of the way, and Weiss creates glyphs over the bookshelves along one wall, with ice spikes sprouting from the centers of the glyphs. As Marrow lands on his feet, she creates another glyph, which blows him toward the ice spikes, and he barely manages to avoid hitting any of them. He then leaps out of the way as the Arma Gigas swings its sword down, shattering the ice spikes he was surrounded by less than a second ago.

The Arma Gigas continues to swing its sword through the ice spikes as Marrow makes his way across them. He throws his boomerang, sending it curving through the air toward Weiss, who deflects it with her rapier. He catches it, then snaps his fingers and points at her.

Marrow: Stay!

Weiss is forced to freeze in places, but her Arma Gigas still rushes toward him, smashing through the ice spikes. Marrow leaps from the ice spike he was standing on, landing on the floor. The Arma Gigas moves in front of him and raises its sword, and he snaps his fingers and points at it just as it begins swinging the sword down at him.

Marrow: Stay!

The sword stops just above his head, and he takes a moment to catch his breath. Weiss creates four glyphs and channels Fire Dust through them to send four fireballs through the air. The fireballs converge and slam into Marrow, knocking him to the floor and breaking his Aura.

Harriet uses her Semblance to repeatedly rush around the room, up and down walls, passing Ruby and attacking her each time. Finally, she stops behind Ruby, leaps into the air, and punches her in the back of the head, knocking her down with enough force to crack the floor. She stands over Ruby with her feet to either side of her and pins Ruby's arms to her back.

She grabs her bolas, and Ruby looks back and uses her Semblance, splitting into two blurs that both move behind Harriet. One of the blurs moves past the hand that Harriet is holding her bolas with, and by the time Ruby reappears behind her, Ruby has tied the bolas around Harriet. She then punches Harriet in the back of the head with a confident smile and lands on one knee over Harriet's back. Harriet swings her head back, headbutting Ruby in the face, then gets to her feet and begins sprinting with her Semblance.

Yang, who is holding onto the kusarigama form of Gambol Shroud, swings Blake overhead toward Elm, who has rooted herself in place with her Semblance. Elm pushes the pole of her hammer at Blake, who uses it to bounce herself up into the air over Elm and swings her kusarigama at her. Elm turns and swings her hammer at Blake as she drops down, only for Blake to create a clone to take the hit and propel herself into the air. While Elm continues to attack Blake, who shoots at her, Yang fires explosive bullets at the floor all over the room, creating deep cracks.

Blake then uses her kusarigama to swing away from Elm, who turns to face Yang and roots herself in place again. Elm notices that the ground beneath her feet is loose and lifts her foot to find that the floor is completely shattered. She glares at Yang and spins her hammer, deactivating her Semblance. Yang propels herself forward with her weapons' recoil, and Elm shifts her hammer into its rocket launcher form. Yang stops herself just short of Elm, activates her Semblance and punches the floor, creating an outward blast that sends Elm flying into the air and shatters the floor even more.

High above them, Blake kicks off from the sky light to send herself toward Elm, and Yang uses recoil to propel herself upward with her Semblance still active. As the two pass Elm in mid-air, Yang punches her and Blake slashes her with her katana. Elm screams as her Aura shimmers, and her Aura finally breaks when she lands on the floor. Blake and Yang land on the floor behind her, and Yang deactivates her Semblance.

Ruby shoots at Harriet who continues to speed around the room. Harriet then leaps forward, wraps her legs around Ruby's neck, spins around and slams Ruby onto the floor. She and Ruby get up, and Ruby dodges as Harriet flips through the air toward her. Ruby backs away while Harriet speeds toward her and then uses her Semblance to flee as Harriet attempts to kick her. Harriet stops and pants, and Ruby readies her scythe. Harriet charges her Semblance and screams, her eyes flashing yellow. She makes a mad dash toward Ruby, only to slam her head against an ice wall that suddenly sprouts up from the floor.

Harriet falls over, and her Aura breaks. Ruby looks over to Weiss, who is standing in the doorway with her rapier pointed toward the ice wall. Ruby and Weiss watch as Harriet stands up, panting with her eyes heavily dilated. Her eyes roll back, and she collapses, unconscious.

Soon afterward, Ruby drops Harriet onto the floor in the foyer.

Ruby: We have to stop Ironwood. If he can't access the Relic, he can't move Atlas.

Weiss: We just have to get to the Winter Maiden.

Weiss is dragging an unconscious and bound Marrow across the floor, and Blake and Yang are carrying an unconscious Elm with her arms over their shoulders.

Yang: Blake and I will look for the others.

Ruby: But our Scrolls don't--

One of the elevators makes a ping noise, and Ruby gasps and turns to look, her eyes widening. Pietro Polendina and Maria Calavera come rushing out of one of the elevators. Maria has her Scroll in her hand, with the Wanted notice on the screen. They stop and look at Team RWBY, who are staring at them, frozen in very guilty poses. Weiss drops Marrow's feet.

Pietro: Oh!

Maria: This is the part where they ask us to help.

Jaune, Nora and Ren are looking into a dorm room that has broken AK-200s on the floor and black marks on the walls.

Nora: Oscar must be around here.

Nora hurries off, calling out for Oscar.

Nora: Oscar! Oscar?

Oscar walks out from around a corner in one of the nearby hallways, and Nora notices him.

Nora: Oscar! You're here!

Nora excitedly runs over to Oscar, who looks at her with a friendly smile. Suddenly, Oscar's voice comes from down the hall that he had just come from.

Oscar: No!

Nora gasps and looks in the direction of the voice in confusion, while Oscar looks down the hall in annoyance. Another Oscar, who is covered in filth, rounds a corner from down that hallway, charges forward and punches the first Oscar in the face. A pink, glass-like Aura passes over the first Oscar, revealing him to actually be Neopolitan in disguise. Neo goes flying down the hall and rights herself in mid-air, landing on her feet. The Relic of Knowledge bounces on the floor next to the real Oscar, with a clanging sound. Jaune and Ren hurry over, and they, along with Nora, draw their weapons, and Oscar picks up the Lamp.

Oscar: This crazy girl showed up and attacked me. But she looked like someone else.

Frowning, Neo points Hush at them with the hidden blade protruding from the end.

Nora: Neopolitan.

Oscar: You know her?

Jaune: We haven't exactly heard good things.

Oscar holds the Lamp close, and Neo narrows her eyes at them.

Winter: I hope it will be painless for her.

Penny: You said your personal feelings do not matter.

In Fria's room, Winter and Penny have gotten Fria into one of the pods of the Aura transfer machine. Penny is using a Scroll.

Winter: They won't change my actions. What I'm committed to. The power of the Winter Maiden and the Relic must be kept from our enemies. Even if it means she dies.

Winter walks over to the pod, and she and Penny look at Fria.

Winter: But yes Penny, we must still acknowledge our personal feelings, wrestle with them. It ensures us that we're on the right path. It's what makes us human.

Penny: I think… I think I understand.

They hear the sound of an explosion, and the room shakes.

Winter: What was that?

There is another explosion, and the room shakes once again, rattling Fria's teacups. There is a third explosion, and an alarm starts going off. Although she is unconscious, Fria moves her head a little.

Winter hurries out into the now darkened hallway. Red lights that run along the ceiling are flickering on and off, there are broken AK-200s on the floor and the walls have black marks on them. At the end of the hall stands Cinder Fall, who smirks and shoots a fireball at Winter. Winter's eyes widen, and she rushes back to Fria's room, dodging the fireball. She uses a hologram panel with a number pad on it to shut the door and draws her sword, but the door is blasted out of the wall immediately after. The explosion knocks Winter and Penny to the floor, and Cinder walks into the room through the large hole in the wall with a fireball in her palm.

Cinder: Hmm. Both of Ironwood's puppets. Lucky me.

Winter and Penny get up, and Winter points her sword at Cinder.

Winter: Cinder.

Penny: You were responsible for Beacon. For what happened to me.

Cinder: It was unfortunately temporary. Now step aside or there won't be anything left to salvage this time.

Cinder aims the fireball at Penny.

Cinder: What do you think of that?

Penny: I think…

Penny clenches her fists and narrows her eyes. Her swords emerge from her back and hover behind her as she uses her jets to float into the air.

Penny: It gives me personal feelings.

She points the swords at Cinder.

Qrow hops up, places his foot on Tyrian's back, leaps off and kicks his sword toward Clover, who jumps back and dodges. He then lands on the ground, picks up his sword and swings at Clover, who continues to dodge. Tyrian moves over to Qrow, wraps his tail around Qrow's waist and pivots himself around Qrow to swing his weapon at Clover, sending Qrow spinning off-balance while Clover blocks the attack. Clover swings his rod at Tyrian, who leaps into the air, while Qrow fires his gun at Clover, who is unable to block in time.

Now behind Clover, Tyrian rushes over, leaps into the air, and spins, swinging his weapons at Clover, who turns and blocks with his rod. Clover dodges as Tyrian attempts to stab him in the face with his tail, which causes him to notice and thus dodge Qrow's sword. While he is distracted, Tyrian kicks him in the side, and then Qrow punches him in the chest. Clover punches Qrow in the face, and while Qrow stumbles backward gripping his head, Tyrian jumps up and brings his weapons down toward Clover, who blocks with his rod. Tyrian kicks off from Clover, and Qrow takes the opportunity to slash Clover's back with his sword.

Tyrian moves toward Clover, who leaps and maneuvers in the air to simultaneously avoid Tyrian kicking at his feet and Qrow swinging his sword. Clover whips his fish hook at Qrow, then Tyrian, then Qrow again, but Qrow blocks and Tyrian dodges. Tyrian rushes toward Clover, only to be kicked away, and Qrow runs, leaps, and swings his sword down at Clover, who blocks. Clover dodges as Qrow swings his sword at him and then punches Qrow in the face.

Clover then grabs Qrow's arm and swings him over his shoulder, throwing him. Qrow bounces on his back and turns over to land on his feet, while Tyrian runs to be behind Qrow. As Qrow slides to a stop, Tyrian uses his tail to shove him toward Clover. Qrow uses the momentum and thrusts his sword toward Clover, who sidesteps and then dodges as Qrow swings his sword at him twice. Clover crouches down, hooks his fishing rod on Qrow's ankle and pulls, knocking Qrow onto his back. He then lets the fishing line loose and uses it to swing Qrow through the air over him and slam him onto the ground.

Tyrian repeatedly shoots Clover in the back, and then both Tyrian and Qrow charge toward Clover, who slips past Tyrian and grabs Tyrian's braid. He hits Tyrian in the back of the head with his weapon, sending him stumbling forward. As Tyrian bends down and continues forward, Qrow swings his sword at Clover, who blocks it with his rod. Tyrian places his hand against Qrow's pelvis and pushes, stopping his own momentum while causing Qrow to lose his balance. Tyrian turns to face Clover, while Qrow drops down and catches himself with his hands.

As Tyrian charges forward, Clover sends his hook past him to hook onto the hole in Qrow's sword. He swings his pole, jerking the sword from Qrow's hands and sending it flying to stab into the ground. While the sword stabs into the ground, Clover steps back to avoid Tyrian kicking at his legs. Tyrian activates his Semblance and swipes at Clover, who barely manages to dodge. He then grabs onto Clover's rod with his left hand while clawing at Clover's face with his right. Clover swings his rod at Tyrian, who blocks and dodges. He then jumps at Tyrian, who puts his arms up to block, allowing Clover to kick off from his arms and land several feet away.

Tyrian runs toward Clover, who sends his fishing line to wrap around Tyrian, binding his arms to his sides. Tyrian falls forward onto the ground and glares at him. Qrow gets to his feet, looking over at his sword and instead runs toward Clover. Watching this, Tyrian grins and chuckles. As Clover turns toward him, Qrow delivers a heavy punch to his gut, sending him tumbling across the ground and breaking his Aura.

Qrow: (heavy panting) Why couldn't you just do the right thing instead of the thing you were told?

Clover puts his hand to his stomach and gets up on one knee, looking at Qrow.

Clover: Sometimes the right decision is the hardest to make. I trust James with my life!

He gets to his feet.

Clover: I wanted to trust you.

Suddenly, Qrow's sword is thrust forward, and Clover bends back, yelping in pain. Blood splatters onto the snow. Tyrian has plunged Harbinger straight through Clover's back. Qrow stares in shock, while Tyrian chuckles and pulls the sword from Clover's body. Clover stumbles forward, dripping blood onto the snow. His clover pin falls from his shirt. He drops to the ground, panting, and turns over onto his back, covering the snow beneath him in a puddle of his blood. Tyrian takes a few steps forward and rests Harbinger across his shoulders.

Tyrian: Doesn't look like your friend's going to make it.

Qrow glares at Tyrian.


Tyrian: Oh, you mean... like you just killed Clover?

He chuckles and throws the sword down onto the snow. Qrow looks down at his bloodied sword with wide eyes, then glares at Tyrian. The sound of an airship engine approaches, and Tyrian looks to the sky.

Tyrian: Ah, here they come. Right on time.

A Manta flies overhead from Mantle. Qrow screams and charges toward Tyrian, attempting to punch him, but Tyrian jumps away. Tyrian poses and gestures as he speaks.

Tyrian: Ah, looks like our score will have to wait. You know my track record with the authorities!

Tyrian runs away, laughing, and Qrow runs after him for a few steps before stopping and looking at Clover. He looks at Tyrian, then runs to Clover and drops to his knees beside him. It begins snowing.

Clover: Someone had to take the fall.

Qrow: James will take the fall. I'll make sure of it.

The tundra slowly begins to light up as they speak, and Clover looks off toward the sunrise on the horizon. Qrow turns to look, as well.

Clover: (chuckles) Good luck.

Qrow turns to look down at Clover, who is smiling at him. The light in his eyes fades away, as does his smile. Qrow begins to cry and screams out in emotional pain.



  • The episode title refers to the expression of "With friends like these who needs enemies?"
  • The scene of Oscar attacking Neo was miscommunicated with the animation team. Originally, Oscar was meant to attack Neo immediately after rounding the corner, however in the final episode he runs up to Neo for several seconds heavily telegraphing his attack while Neo does nothing to attempt to dodge or counter this.[1]
  • In one of the earlier episode drafts, at the end of their fight, Elm Ederne would comment about how her lessons stuck with Yang, to which Yang thanks Elm before knocking her out, showing both sides still somewhat respect each other despite everything that's happened.[2]
  • In part, the Ace-Ops' defeat is partially due to their lack of having a "cheat code" in the form of Clover's Semblance.[3]
  • Kerry Shawcross learned from Volume 5 that having everyone in one room for a fight doesn't work well, thus Team RWBY and the Ace-Ops fight in both Ironwood's office and the hallways outside of it.[4]
  • The writers wanted to have a false sense of resolution in Gravity just to blow everything up during this episode.[5]
  • This episode was originally going to be a little longer, but the writers decided that they had to trim down the length.[6]
  • Cinder was always going to lay waste to the medical facility and attack Winter.[7]
  • The writers wanted to do a reprisal for a Qrow vs Tyrian fight.[8]

See Also

Image Gallery

Main article: With Friends Like These/Image Gallery


  1. Eddy Rivas Tweet, February 1st 2020
  2. Eddy Rivas Tweet, February 11th 2020
  3. RWBY Volume 7 Crew Commentary – Chapter 12
  4. RWBY Volume 7 Crew Commentary - Chapter 12
  5. RWBY Volume 7 Crew Commentary - Chapter 12
  6. RWBY Volume 7 Crew Commentary - Chapter 12
  7. RWBY Volume 7 Crew Commentary - Chapter 12
  8. RWBY Volume 7 Crew Commentary - Chapter 12