In desperation, Penny asks Ruby to kill her so that she can pass the Winter Maiden powers on to her, but Ruby cannot bring herself to do it. Blake Belladonna and Ren use their weapons to keep Penny from flying away, Weiss Schnee pulls her to the ground with a glyph and Emerald soon joins in with her own weapon. Ruby and Yang's conversation is interrupted by the sound of a window breaking, and everyone hurries outside to find Penny Polendina once again struggling against the virus. She then says that her plan to get the Amity Communications Tower into the air was a waste of time, and Yang explains to her that it is important to have hope and take risks. Ruby, sitting near the statue that killed The Hound, tells Yang her theory that Summer Rose fell victim to the experiments that led Salem to create The Hound. In the Schnee Manor's foyer, Yang attempts to cheer Ruby up. The two ready themselves for a fight but are instead surprised by whoever is on the elevator. She attempts to talk him down, and just as Qrow begins calming down, they are interrupted by the arrival of the elevator that Robyn had stopped Qrow from calling.
Qrow wants to go up to Ironwood's office and "end this", but Robyn worries about the consequences if Qrow's idea fails. Inside the Atlas military compound, Qrow Branwen and Robyn Hill retrieve their weapons and continue sneaking around. Nora explains to Ren that, for now, she needs time to discover and understand who she is as a person separate from him, and Ren voices that he is perfectly okay with that. The two continue to open up about their feelings, leading them to confess their love for each other. When Ren's speech turns to a more romantic undertone toward Nora, Jaune awkwardly flees the room to give them alone time. Nora and Lie Ren voice their feelings, and Ren apologizes to Nora and Jaune. In Weiss Schnee's room, Jaune Arc tries in vain to clear up Nora Valkyrie's scars with his Semblance. Ruby becomes frustrated, stating that they are still where they started, and she runs from the room. With seemingly no options, Ruby Rose concludes that it is impossible, and the tension and distrust toward Emerald Sustrai momentarily rises. In the dining hall of the Schnee Manor, Team RWBY and Oscar Pine try to figure out what to do about Ironwood's ultimatum. Just as he begins to walk away from Ironwood, he hears the sound of Ironwood readying his gun, but Winter Schnee tackles Marrow to the floor and arrests him before Ironwood can pull the trigger. Marrow Amin has enough and begins speaking out against Ironwood's actions.
The Ace Operatives discuss James Ironwood's ultimatum, believing that he is merely bluffing, only for him to enter the room and instruct them to ready the payload.
Citizens in the City of Atlas and Mantle continue to hide underground in the subways and mines respectively.
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