The best laid plans...

"Worthy" is the thirteenth episode of Volume 8 and the 105th episode of RWBY. It premiered for Rooster Teeth FIRST members on March 20th, 2021 and was made public on the Rooster Teeth site on March 27th, 2021.


The evacuation of Mantle and the City of Atlas begins. Due to communications mysteriously being shut off, Jaune Arc and Nora Valkyrie have to personally go through portals one by one and tell refugees to go through them. Team RWBY and Penny Polendina begin heading toward the exit portal. Meanwhile, Oscar Pine, Lie Ren and Emerald Sustrai walk through said exit portal into Vacuo, hoping to immediately call Shade Academy for assistance due to the likelihood of Grimm being attracted to the refugees' negative emotions. However, there is a severe sandstorm where the portal opens up to, blocking the view of Vacuo and the communication signal.

Inside the pocket dimension, Cinder Fall unleashes an explosive blast, sending refugees flying off of a platform. This draws Team RWBY's attention, and they begin to fight Cinder.

Earlier that day, Cinder and Arthur Watts had met up with Neopolitan in an alley. There, Cinder apologized and promised to help Neo get revenge on Ruby Rose. She then used the Relic of Knowledge's final question to learn the full details of the plan Ruby and friends had come up with. Cinder noticed Emerald standing among Ruby's group while viewing the flashback Jinn presented to her, Watts and Neo. Some time later, the three stormed the Atlas military facility, killing everyone there. While Cinder and Neo left, Watts took over one of the computers and shut off the communication system just as Jaune Arc was beginning his broadcast.

While Qrow Branwen and Robyn Hill are restraining Elm Ederne, Harriet Bree and Vine Zeki, Watts hacks an Atlesian Knight-200 and makes it rush toward them and explode. Marrow Amin (who was using his Semblance to make his fellow Ace Ops stay) throws himself in the way of the explosion, leading to his Aura breaking. As a result of his action, his Semblance is deactivated and Harriet is able to flee into the airship that has the bomb on it, while Vine chases after her.

Inside the Atlas military prison, James Ironwood wakes up in his cell and Jacques Schnee immediately begins to taunt him, saying that he lost -- they both lost. As the entire Kingdom of Atlas shakes from Team RWBY's use of the Staff, the outer wall of Ironwood's cell suddenly powers off, allowing him to walk out. After Jacques questions if Ironwood would open his cell too, the general picks up his cannon before turning and replying "Sure thing", and blasts Jacques' cell alongside him into ashes.

While Team RWBY is distracted fighting Cinder, Neo sneaks up on them, using her Semblance to disguise herself. When Yang Xiao Long notices Neo moving in to attack Ruby, she activates her Semblance before launching herself forward and pushes Ruby out of the way, taking the hit. Yang's Aura breaks and she loses consciousness, and she is sent tumbling over the edge of the platform. Blake Belladonna desperately tries and fails to catch her with Gambol Shroud, and Yang falls into the void below. Penny, alerted by Blake's emotional cry, flies over to the platform and engages Cinder in a fight, while Blake furiously teams up with Ruby against Neo. Weiss Schnee, who was already fighting Cinder, attempts to lend support to Penny but is soon exhausted.

Harriet flies the airship toward Mantle and finds Vine aboard the ship when she goes to arm the bomb. Vine tries to talk her down from destroying Mantle, but just as Harriet begins crying and steps away from the bomb, Robyn crashes an airship against Harriet's ship. Angered, Harriet arms the bomb and kicks Vine out of the ship. Soon after, Qrow uses his corvid transformation to crash through the windshield of Harriet's ship and while the two fight, Watts hacks into the ship's interface and takes control.

Winter Schnee is in the Atlas Academy vault, attempting to use her Scroll to contact someone for a status update. She is interrupted by a blast from Ironwood's cannon as he takes the elevator down to the vault platform. After stating that he never thought Winter would betray him, he orders her to step aside. However, Winter draws her weapons and refers to him as an enemy to the Kingdom. Ironwood sheds a single tear, and the two begin fighting.

In Vacuo, Ren's Aura breaks after some time of masking the large crowd's emotions. After a comment from Emerald, Oscar realizes that Penny should have arrived already and rushes back to the portal. Instead of passing through the portal he is simply knocked backward, and Ozpin figures Ambrosius designed it that way based on one of Team RWBY's members misspeaking. Soon, a flock of Ravagers arrives and begins attacking. Oscar, Ren and Emerald draw their weapons and prepare for a fight.


Oscar Pine: What do we do now?

One of Ambrosius' portals appears before Oscar, Jaune Arc, Nora Valkyrie, Lie Ren, and Emerald Sustrai as they discuss their next move in front of the useless broadcast terminal in Atlas Academy. The group takes a moment to stare at it before Ren turns to face Jaune.

Ren: We stick to the plan.

Nora: How? Without the CCT there's no way we can tell all of Atlas to just step into a bunch of freaky magic doors.

As the others ponder, Emerald cautiously approaches the portal.

Ren: But there is. We use the portals ourselves, and spread the word on foot.

Emerald: Are we positive these things work?

The others turn to look at Jaune, who groans.

Jaune is propelled out of the portal and onto his face in the pocket dimension. He stifles the urge to vomit as the rest of the group follows after him.

Jaune: Okay, we can do this. Nora and I will get people through the gates. Everyone else, keep to your roles. Remember, the evacuation is priority one no matter what else happens.

Ren: You're sure you won't need more help?

Nora: Shade is armed to the teeth with Huntsmen and Huntresses, but we're about to throw a whole kingdom's worth of negativity on their doorstep. If anyone will need help, it's them.

Ren gives her a proud and determined nod, then takes off for the Vacuo portal. Emerald sighs before following, and Oscar gives Jaune a farewell salute before heading out. Jaune places a hand on Nora's shoulder, then takes a running leap off their platform, activating his shield's hang-gliding function. Nora uses the jet propulsion on her hammer, riding it through a distant portal.

The refugees gathered at the subway take cover behind stairs, railings and platforms, wary of the portal that has sprung up near them.

Citizen: What is it?

A bespectacled man is pushed to the front of the crowd. He picks up a rock from the ground and chucks it at the portal. Just then, Jaune emerges from it, and the rock collides with his head.

Jaune: Everyone-- Ow!

The citizens dive back behind cover. Rubbing his head, Jaune produces his Huntsman License.

Jaune: I'm, uh - gonna need your attention.

Hovering on green flames, Penny Polendina comes through a portal, the Relic of Creation clutched in her hands, followed by Ruby Rose, Weiss Schnee, Blake Belladonna, and Yang Xiao Long. They stare in awe at the bizarre world around them, and Ruby catches sight of a newly-entered Fiona Thyme waving at her. As citizens from all around the cities pour in, Jaune and Nora's voices can be heard.

Jaune: Keep moving, come on.

Nora: That's it, watch your step!

Nora takes off on her hammer again, zooming past Joanna Greenleaf trying to keep order on her platform.

Joanna: Hey, no pushing.

She passes a beaming May Marigold as well.

May: Figured you wouldn't let us down!

The first citizens have begun to reach the central platform in front of the portal that leads to Vacuo. Penny and Team RWBY slowly move onward.

Weiss: I thought there'd be more people by now.

Ruby: Our job is getting Penny and the Staff to Vacuo. Until then, we have to trust the others. I'm sure they can handle it.

Meanwhile, Ren, Emerald and Oscar are mere steps away from the Vacuo portal.

Oscar: We should end up just outside the city limits of Vacuo. Enough space for refugees but still within range of communication.

Ren: All right, I'll focus on masking emotions for as long as I can. Call for help as soon as we cross.

The three move through the portal, only to be brought to their knees by a whirling sandstorm. They shield their eyes as they get back up.

Emerald: You've gotta be kidding me.

Ren: Which way is the city?

Oscar: It has to be here somewhere!

Emerald consults her Scroll.

Emerald: Guys, the sandstorm isn't just killing visibility.

As she holds it up for the other two to see, the words NO SIGNAL are prominently displayed on its screen. The portal rumbles, and the first few citizens come through, wincing and groaning at the sudden harsh weather.

Citizen: Where are we?

The three teens grimly turn to face the bewildered refugees.

Ren: Welcome to Vacuo.

Nora is herding people across the pocket dimension.

Nora: Head down and follow everyone else to the exit.

As she takes off on her hammer again, a cloaked figure steps into view, smirking ominously. Moments later, a huge explosion sends several citizens rocketing off their platform and into the void. May stares at them from a distant platform, horrified, as the crowd panics and scrambles behind her. Team RWBY, already almost reaching the Vacuo portal, hears the commotion, and Ruby heads back to deal with the disturbance.

Ruby: No!

Blake stops to reassure a startled Penny before following the rest of her team to join their leader.

Blake: Keep going, we'll handle this.

Penny is left clutching the Staff anxiously. Cinder Fall propels herself into the air with her flames and spots Team RWBY making their way up to a large platform. She quickly jets off in that direction. Ruby uses her Semblance to cover the distance quicker, only to recoil, grunting, at the wall of flames that suddenly appears to block her path. Team RWBY raises their weapons, ready to fight.

Cinder: Your little friend Oscar was right, but the easy part ends here.

Team RWBY exchanges puzzled looks, uncertain of how Cinder knew about their plans. The Fall Maiden mockingly voices the question in their minds.

Cinder: How'd you know about that?

Undeterred, the four girls charge forward to confront her.

Flashback: Arthur Watts finishes examining a downed Atlesian Knight-200 in a deserted alleyway as Neopolitan points her umbrella at him.

Watts: Neopolitan, was it? Now isn't the time to hold grudges.

Cinder steps into view, holding up her Grimm arm to quiet him. Neopolitan shifts the umbrella to point at her instead.

Cinder: No, she's right to be angry. I know I haven't upheld my end of the bargain. I'm... sorry.

Cinder places a hand over her chest, appearing to be remorseful. Neopolitan narrows her eyes, but lowers her umbrella, crossing her arms.

Cinder: I will get you Ruby Rose today. But to do that, I need to ask the Lamp a question.

Cinder holds out her hand expectantly toward Neopolitan as Watts rolls his eyes and sighs. After a pause, Neopolitan takes her former employer's bowler hat from her head and produces the Relic of Knowledge from inside it. It quickly grows to its full size as she redons her hat. With a satisfied smirk, Cinder steps forward, grabbing the Lamp's handle loop. After a tense moment of hesitation, Neopolitan lets go.

Cinder: Jinn.

The spirit has one eyebrow cocked as she regards the trio.

Jinn: You have a question for me?

Cinder: I do.

As she steps forward, Watts stares slack-jawed at Jinn while Neopolitan fixes her gaze on Cinder.

Cinder: What have Ruby and her teammates planned?

Jinn's eyes widen momentarily, before she furrows her brow in regret. Then, in a swirl of cyan smoke, the alleyway is replaced by a viewing of the group's discussions at Schnee Manor. The teens sit on the manor grounds just after Jaune had boosted Penny's Aura.

Jaune (Past): We've been so worried about keeping the Vault closed that... we've never considered using what's inside.

Oscar (Past): The Staff of Creation.

Ruby (Past): Maybe we can use it to save Penny and get everyone in Atlas and Mantle back to safety.

Cinder walks around the group with a self-satisfied smile, but her expression falls upon catching sight of Emerald. As she frowns, the scene changes again. This time, the team is in the Schnee Manor dining room.

Ruby (Past): After you guys broadcast the evac procedure, you'll walk through the portal at the CCT Center. And when we're done in the Vault, we'll take Penny and the Staff.

Cinder watches the discussions unfold, Watts and Neopolitan at her sides.

Cinder: You tore this Kingdom apart with nothing but your intellect. How about we finish what you started?

Watts smirks.

Flashback: the three exit a hall littered with subdued guards and step into a bustling Central Command area. The Lamp swings by Neopolitan's hip as she raises her umbrella. Watts holds a gun likely taken from one of the soldiers. The clerks and workers slowly start to notice their presence, but the door closes behind them as Cinder conjures a flame in her palm. The floor erupts into a chaos of screams and running employees--

The camera cuts to the end of the bloodbath: the red glow of emergency lights; flaming workstations; motionless corpses.

Cinder: You have everything you need?

Watts: Oh, believe me, this is everything I've ever wanted.

Cinder watches Watts operate his workstation as Neopolitan cracks her umbrella against a still-groaning employee's temple, a look of unrestrained glee on her face. After a while, Cinder heads for the exit with Neopolitan, but pauses on her way out.

Cinder: You deserve this, Arthur. We'll be back.

Watts pauses typing to nod at her, and Cinder leaves. With a few more keystrokes, a confused Jaune's face appears on the screen as his group's banter becomes audible.

Ren: You're live.

Emerald: Everyone can hear you.

Jaune: Oh! (clears throat) Citizens of Atlas, Mantle, what we have to tell you is very important.

Watts picks up a bloodstained green apple from beside the corpse next to him and appears to take a bite out of the bloodied part.

Jaune: Atlas is falling, but--

Watts leisurely hits a button on his keyboard, bringing down Kingdom-wide communications. Multiple screens in the ruined office are suddenly occupied by a color test card. He swipes the broadcast window out of the way and brings into focus surveillance footage of the hangar. He squints at the small, grainy image but gives a start as the building rumbles around him.

Elm: They're using the Staff?

In the hangar, Qrow Branwen and Robyn Hill are subduing a motionless Elm, Vine Zeki, and Harriet Bree. They are being held in this state through the influence of Marrow Amin's Semblance. As Atlas begins to fall, Elm's dropped hammer skids across the floor, kicking up sparks.

Elm: Are they crazy? They'll destroy the Kingdom!

Robyn leaves Elm to Qrow and moves on to restrain Harriet.

Robyn: What do you think a Kingdom is? The people, or just the chunk of land they live on?

Qrow: Either way, it's over now. Ironwood's down.

Finished with Elm, Qrow proceeds to Vine, who accepts being restrained without comment, even deactivating his Semblance in surrender. Harriet's defiant expression is frozen on her face until Qrow's comment about Ironwood, at which she raises her eyebrows in surprise.

Suddenly, an Atlesian Knight-200 enters the hangar and turns to look at them. A quick camera cut reveals it is being remotely controlled by Watts. The display on its face changes to an angry red, and it begins sprinting toward the group. emitting a beeping sound. It perseveres in spite of Robyn shooting an arm off and sinking a bolt into its head. As she and Qrow stare in shock at its approach, Marrow scrambles forward.

Marrow: No!

He is barely able to throw himself between his allies and the robot as it explodes. As the ensuing thick cloud of smoke dissipates, Marrow lies motionless on the ground, his Aura shimmering and then fading. Qrow and Robin shake off their daze and look around. With a distant rumble of machinery, the building begins to list to one side, and Qrow and Robin grab at a defenseless Marrow, who is about to slide across the ground.

Meanwhile, a bound Elm writhes on the ground as her free teammates struggle to keep their balance. Harriet spares the other Ace-Ops a glance before catching sight of the bomb carrier sliding across the hangar. She uses her Semblance to speed her way into the cockpit, activating the ship's engines. Other ships fall out of the entryway into the Atlesian sky, but the bomb carrier achieves liftoff. Vine manages to use his Semblance to grab the ship's open hatch, leaving Qrow and Robyn behind to stare at each other in disbelief.

Meanwhile, in the holding cells, a shower of dust has Ironwood blinking awake. As he pulls himself into a sitting position, Jacques Schnee snarks at him from the adjacent cell.

Jacques: Well, I see you're awake, finally. Atlas is falling under your watch. How does it feel, James?

Ironwood takes a moment to cradle his forehead, then stands up in alarm.

Ironwood: They - they've got the Staff!

Jacques turns to him bitterly.

Jacques: That's right, you lose. We both lose.

Ironwood hangs his head, then realizes the Hard-Light cell wall next to him is flickering.

Jacques: What?

The barrier now inactive, Ironwood slowly steps out of his cell, regaining his composure. He moves over to his nearby handheld cannon, and begins reassembling it.

Jacques: You're going to open mine too, right?

Emotionlessly, Ironwood charges his gun, swinging it in Jacques' direction as the barrel glows a pale green. The Schnee patriarch's expression falls, and his eyes grow wide.

Ironwood: Sure thing.

Jacques puts up his arms to shield himself as a beam of green light slams into him. When the green smoke fades, the room's cell walls have been shorted out, a huge portion of the floor lies in ruins, and green flames smolder where Jacques used to be standing. Ironwood takes his leave.

Meanwhile, in the pocket dimension, Team RWBY is in a heated battle with Cinder, but they aren't having much luck. Cinder stabs her swords into the ground, boosting herself upwards on a vortex of flame.

Cinder: I knew your plan would be bold, but I never could have predicted all of this... At least, not without a little help from Jinn. I suppose I have all of you to thank for one last lesson.

A citizen with short brown hair walks unhurriedly into view, in contrast to the panicking crowds around her. She carries a briefcase and the Relic of Knowledge swings on her hip. Ruby focuses on Cinder, her Silver Eyes beginning to glow.

Cinder: Sometimes, if you want to win--

The suspicious lady reveals her eyes of mismatched colors. Yang notices her slowly approaching.

Cinder: ...You simply can't do it alone.

The briefcase shimmers and morphs into an umbrella, and a disguised Neopolitan draws her hidden blade, charging at an oblivious Ruby.

Yang: Ruby!

Yang's hair ignites and her eyes turn red as she uses her gauntlets' recoil to hurl herself forward, knocking Ruby out of the way, only to bear the brunt of Neopolitan's slash. With a scream, her Aura immediately dissipates, and she is thrown backward, tumbling bodily over the platform they are all standing on. Neopolitan grimaces in frustration. Weiss and Ruby can only stare in shock while Blake hurries over.

Yang seems to regain consciousness, cracking open her eyelids as Blake throws her blade, but her weapon runs out of ribbon before it can reach Yang. The girl with the golden hair plummets past platforms and walkways into the darkness, where her image seems to shimmer and dissolve before disappearing completely. Blake watches her, ears drooping and tears trickling down her cheeks.

Blake: YANG!!!

Penny, who was about to enter the Vacuo portal, hears Blake's anguished scream, and casts a worried look back. Then she turns her back to the portal, her Maiden flames flaring up. Ruby gets to her feet, shellshocked.

Ruby: Yang...?

Neopolitan, still hungry for blood, engages her in battle again as Blake desperately reaches into the air where Yang was last seen. Weiss holds her back from leaning too far, and Blake takes her head in her hands, weeping. Then her ears folded back in rage, she grabs her weapon and heads in Neopolitan's direction. Weiss watches her go, then catches sight of an amused Cinder.

Ruby does all she can to deflect Neopolitan's strikes. When she pulls back her umbrella, Blake's weapon tethers her arm, preventing her attack. Yelling in fury, Blake lands a blow with her sheath, only to shatter one of Neopolitan's solid illusions. Growling in indignation, she locates the real Neopolitan and charges forward. Meanwhile, Cinder throws fiery projectiles at Weiss, who dodges and blocks them with her glyphs.

Penny: Why'd you have to come back?

A figure emitting green flames suddenly appears. Weiss reaches out to her.

Weiss: Penny, no!

Penny: Why didn't you just learn your lesson?

Cinder turns, smirking, but takes a heavy blow from Penny, and is knocked back. She quickly rights herself and summons another blade, tweaking her nose cockily.

Cinder: Oh, Penny...

Penny frowns, making an expansive gesture as if to manipulate her floating swords, but she gasps and looks at her back, realizing her robotic parts are gone - including her signature weapons.

Cinder: I did.

Penny turns back to face Cinder, but takes a flaming projectile to her chest, getting launched backward. She lands on a crouch on the central platform, then uses her Maiden power to replicate her floating swords. As Penny plunges headfirst into battle with Cinder, Weiss heads for higher ground, using her glyphs to augment her speed. Penny is blasted away by a wave of fire, and Cinder attempts to fly after her, only to be pulled back by one of Weiss' glyphs. Cinder disables it with a burst of flame before turning her attention to Weiss.

She conjures a barrage of obsidian projectiles, causing Weiss to falter as she catches sight of the citizens pouring in from the portals around her. She quickly summons her Arma Gigas' sword to block the projectiles as Cinder sends them her way, but some get through, embedding themselves in the platform around her feet, and some travelling through the portal behind her. Jaune, who is on the other side, quickly raises his shield to try and protect the citizens, and casts a worried look at the portal.

Weiss, panting from her exertion, doesn't notice the glass projectiles glowing until they are about to detonate. She is catapulted skyward in an explosion of flame, but cushions her fall with a black glyph. It's clear the battle is taking a toll on her endurance. Cinder and Penny reengage in battle as Ruby and Blake keep the pressure on Neopolitan. Blake stops her advance when she hears Penny scream, and takes a moment to watch the Maidens' fight. She also catches sight of Weiss' predicament, and seems conflicted on which battle to choose.

Meanwhile, Harriet is piloting her ship through the Atlesian skies as refugees hurry into a portal on the street level. An alert on the ship's console draws her attention to the cargo bay, and she engages the autopilot before heading down there. In the cargo bay, Vine has managed to climb on board, and he crouches, panting.

Harriet: Vine. Glad someone made it. Watch for a tail, I need to make sure this thing is still armed.

She walks over to the bomb, bringing up an activation confirmation on its screen. Vine uses his Semblance to restrain her hand before she can prime it. He slowly approaches the bomb.

Vine: I'm no longer certain this is the most logical course of action.

Harriet frowns, leaning in.

Harriet: Do you really wanna do this, Zeki?

Vine deactivates his Semblance, holding up a placating hand.

Vine: No, I don't. Harriet, the general is no longer in charge. Ruby and the others have used the Staff. Atlas is falling, but its people will be safe. Unless you--

Harriet slams a fist on the bomb's exterior, her face a mixture of indignation and rage.

Harriet: It's the principle, Vine! It's about loyalty. Clover understood that. Clover would see this through.

Vine: Then perhaps Clover was wrong too.

Harriet: Don't you dare! Clover was... He was...

She initially has an irate expression, but it becomes more and more morose as she talks. Eventually, she has to turn away from Vine and stifle a couple of sobs.

Vine: ...Important to you.

Beside herself with grief, Harriet steps away from the bomb, her back turned to Vine.

Vine: Harriet, you are not the only one--

He slowly approaches her, reaching out to put a steadying hand on her shoulder, but the ship lurches to one side, throwing both Ace-Ops against the wall of the cargo bay. An identical ship is ramming into theirs, attempting to knock it off course. It is being piloted by Robyn, who is yelling defiantly. With one last grimace at Vine, Harriet arms the explosive and opens the door on the cargo bay. Vine is sucked out of the ship by the airflow, but manages to tether himself with his Semblance, only to be kicked off again by Harriet. He barely manages to grab ahold of one of Harriet's ship's wing-attachments while Harriet herself zooms back into the pilot's seat.

Robyn notices Vine's predicament and pulls back, presumably to avoid harming him. Harriet disengages the autopilot, then squints through the windscreen. A dark bird seems to draw closer, and as a cloud passes in front of it, a screaming Qrow is revealed, driving his sword into the windscreen. He breaks through, and he and Harriet tumble down a hatch into the cargo bay. He pins her to the ground, leaning in to taunt.

Qrow: Looks like you're getting that fight after all.

Harriet kicks him off, and they face off around the explosive.

Meanwhile, Watts has finished his apple, and tosses its core behind him. He engages the autopilot on Harriet's ship, steering it closer toward the center of Mantle.

In the Atlas Vault, Winter Schnee paces, staring at her Scroll.

Winter: I repeat, is anybody receiving these messages? Can anyone report status on the evacuation?

She pockets her Scroll as a red luminous dot appears on the ground in front of her. She looks confused as it climbs her frame and settles on a point on her chest. Then she gives a start, putting up a glyph, but the green beam headed her way tears through it, sending her tumbling. As she looks up, she sees Ironwood riding the elevator down, holding his smoking cannon aloft. The look in his eyes can only be described as murderous as he steps off the platform.

Ironwood: I've chased a lot of shadows over the years, always expecting betrayal. But never once did I think it would ever come from you.

As he approaches Winter, he charges up his weapon again. Winter stares him down from her kneeling position, holding her saber aloft.

Ironwood: I know what's best for Atlas, and I'm going to do whatever it takes to get that Staff. So, consider this my last order: step aside.

Winter painstakingly pulls herself into a standing position.

Winter: I've never wavered in fighting the enemies of this Kingdom--

She separates the two parts of her weapon, dual-wielding her swords and pointing them at Ironwood.

Winter: ...And I won't start now.

Ironwood's eyes narrow ever so slightly as a single tear trickles down his left cheek. Winter seems to notice the rare display of emotion. Both soldiers charge forward, and cannon meets sword.

Meanwhile, by the portal on Vacuo's side, a crowd of refugees wait out the sandstorm, their emotions masked by Ren's semblance. However, his Aura quickly depletes and dissipates, leaving him panting.

Ren: I'm spent.

Emerald peers through the sand in the portal's direction, then at Oscar.

Emerald: Where's Penny? Couldn't she deal with this storm?

Oscar: Wait, Penny should've been here by now. Something's wrong.

He jogs back to the portal, but is thrown back upon contact, leaving him sprawled on the sand.

Oscar: What? Why can't I--

The voice of Ozpin rings in his head.

Ozpin: Oh, dear... Ambrosius.

A look of realization dawns on Oscar's face. A flashback is shown depicting Team RWBY and a newly-made Penny in the Atlas Vault, discussing the specifics of the portal network that would lead the refugees to Vacuo. Ambrosius stares at the projected schematics and executes complex hand gestures as Weiss speaks.

Weiss (Past): People enter from Atlas and Mantle from one side, and leave on the other side, with a one-way ticket to Vacuo.

Weiss' last few words seem to echo as the camera zooms in on Ambrosius' eyes, indicating he had engineered the portals exactly as the girls had requested them, regardless of whether they had meant to add certain conditions. In the present, Oscar runs to rejoin his two comrades.

Oscar: We can't go back, the portal won't let us.

A sudden unearthly scream is heard in the distance, and from the sandstorm comes a flock of shrieking Ravagers. One refugee is promptly seized in the claws of a Ravager; several others scream and run away through the crowd. Ren, Emerald, and Oscar trade worried looks before readying their weapons.


Minor Characters


  • This is the second episode to have a photosensitive warning, the first being "Ultimatum".
    • For epileptic people, the moment in question is when the inside of the portals are shown, and lasts from 1:49 to 1:52 and 2:11 to 2:14, as well as at 10:24, when Ironwood shoots Jacques.
  • The episode's description is a nod to the idiom, "the best-laid plans of mice and men often go awry," an idiom stemming from To a Mouse, on Turning Her Up in Her Nest With the Plough, November, 1785, a poem written by Robert Burns in 1785. It likely serves as a double allusion to Cinder's own allusion of Cinderella, who befriends the mice of her abusive household in the 1950 Disney animated feature.
  • The title of the episode likely alludes to Watts' rant towards Cinder in "Ultimatum" quoting: "You can't just be deserving, you have to be worthy."
  • The portal fly-through effect required a lot of coordination in order to get right. Richard Norman, the Lead Editor, originally had each shot last a couple seconds. Connor Pickens had this trimmed down to just a few frames per shot so that it would be more disorienting. Various locations in Atlas zoom past in the background.[1]
  • According to Connor Pickens, there were multiple feedback sessions about how the dune by the portal in Vacuo should look. While they assumed that a sand dune should be simple, it needed to be dynamic enough to house potentially two cities worth of people, and be shaped in such a way that excess characters 'fall off' the other side to imply that there are a lot more people than are visible onscreen.[2]
  • Miles Luna was low-key worried when he saw people watching week to week and theorizing that Cinder might have a change of heart after Watts' verbal smackdown in "Ultimatum", as he knew the emotional whiplash those people would have once they saw Cinder open up the fight in this episode by insta-killing a crowd of civilians and raining down corpses into the unknown abyss.[3]
  • While it was never shown who exactly released Ironwood from his cell in the episode, Eddy Rivas confirmed that it was Arthur Watts who opened it. In early drafts of the episode, Watts opening the cell was shown before it was cut for time.[4]
  • Jacques was given one more moment to gloat to remind the audience why he was a terrible person before Ironwood kills him off.[5]
  • The way Ironwood comes down the Vault elevator was meant to call back to how Oscar came down it at the end of the previous Volume.[6]
  • This episode marks the first appearance of the Ravagers in the series, as prior to this episode they've only appeared in the books and RWBY: Amity Arena.

See Also

Image Gallery

Main article: Worthy/Image Gallery


  1. RWBY Volume 8 Directors' and Writers' Commentary Chapter 13
  2. RWBY Volume 8 Directors' and Writers' Commentary Chapter 13
  3. RWBY Volume 8 Directors' and Writers' Commentary Chapter 13
  4. RWBY Volume 8 Directors' and Writers' Commentary Chapter 13
  5. RWBY Volume 8 Directors' and Writers' Commentary Chapter 13
  6. RWBY Volume 8 Directors' and Writers' Commentary Chapter 13