We open to Ruby giving her mother's monument the run down of the past two seasons and after a few reveals and lampshading the naming choice of the writers, Ruby is off. It's the first day of the 40th annual Vytal Festival Tournament and its team RWBY vs. team ABRN. But while this battle occurs, there are shadows beginning to stir under the light of this event.

It's Team JNPR vs. Team BRNZ and Team SSSN vs. Team NDGO.

Starting the last episode ends, Ruby follows Weiss as she races across Vale to greet a woman who turns out to be Weiss's older sister, Winter. As the sisters begin their journey back to the school, they're interrupted when a drunkard picks a fight with Winter. He turns out to be Ruby's uncle, Qrow. Awesome fight and property damage ensue, until it's broken up when Ironwood shows up followed by Ozpin and Glynda.

Later, Qrow, Ironwood, Glynda, and Ozpin have a meeting where a lot of harsh words ensue.

The first doubles match of the tournament puts Mercury and Emerald against Yatsuhashi and Coco. Later Qrow and Winter spend some quality time with their families.

Penny reveals to Ruby that she wants to remain at Beacon and mentions that she has a plan to make that happen.

Yang and Weiss fight Team FNKI representatives, Flynt Coal and Neon Katt.

Qrow and Ozpin discuss Ironwood's recent actions and Qrow asks Ozpin if he's chosen the "guardian" yet.

We open to Pyrrha getting her world rocked as Ozpin and co. tell her the secret history of Remnant. Later we start the opening of the singles matches with Yang vs. Mercury.

The episode gives a glimpse into the past about Cinder's motivations, how she recruits Emerald and Mercury, how she connected with the White Fang, and how she managed to steal the Fall Maiden's power. We also cut back to the present to see the immediate aftermath of what happened after Yang's victory against Mercury in the tournament.

Team RWBY rally around Yang when Ironwood tells her she's been disqualified then Qrow and Yang discuss Yang's mother. Jaune and Pyrrha have a heart-to-heart which distresses Pyrrha due to her confusion about Ozpin's offer. The next fight is confirmed to be Penny versus Pyrrha while Ruby finds herself confronting Mercury, who is supposed to be on his way back to Haven.

Mercury fights Ruby to prevent her interfering with Penny and Pyrrha's fight. The tournament match ends in disaster and Cinder hijacks the airwaves with a grim message for the world's audience.

Roman and Neo sabotage the Atlesian military ships while the Grimm and the White Fang begin their attack on Vale.

War breaks out with battles occurring on the tournament field, the city and the school. Formerly adversarial tournament teams unite to fight the Grimm together while Ruby goes after a rogue airship that has turned on the rest of the fleet. Cinder's virus makes things worse by turning the robotic Atlesian army against both the city and its defenders.

And then the Grimm Dragon appears...

On the airship, Ruby fights Roman and Neo while Ironwood joins Glynda and Qrow on the battlefield below. The students fight Atlesian Paladins while Blake confronts Adam in the school's cafeteria, leading to a showdown between Yang and Adam.

Meanwhile, in the secret vault, Ozpin, Jaune and Pyrrha attempt to transfer Amber's Aura to Pyrrha... and Cinder shows up.

While Oobleck and Port oversee the evacuation, Ruby and Weiss hunt for the missing Jaune and Pyrrha.

At Beacon Tower, Cinder appears to defeat Ozpin so Pyrrha fights her alone to try and save the tower. Ruby's arrival just in time to see the end of the fight triggers a mysterious power she didn't know she had.

The episode ends with Ruby deciding to travel to Haven in search of answers.

We are introduced to Salem, her subordinates, and the eerie landscape in which she lives - a landscape that spawns new Grimm from pools of black ooze.

Meanwhile, Ruby, Nora, Jaune and Ren are travelling through Anima by foot, fighting monsters and debating their team name as they go.

Team RNJR find the aftermath of a massacre. Weiss is cornered by her father, and Ruby discovers a sad truth.

Blake travels to Menagerie on a ship, which falls under the attack of a Grimm. She defeats it with the help of Sun, who secretly followed her after Beacon was destroyed. He offers her assistance in investigating the White Fang, but Blake, however, wants to return home to rest. In Patch, Yang is given a bionic arm from Ironwood, but she is hesitant to try it on, still suffering from her memories of Adam.

Ozpin's soul merges with a young farmboy, Oscar Pine, whom he tries to communicate to. In Patch, Yang confides her reluctance in confronting her fears in Taiyang, as well as Port and Oobleck, who are visiting. Gaining resolve to fight, Yang attaches her arm and begins to train with Taiyang. At the nearby tavern, Qrow meets his twin sister, Raven, now the leader of the bandit tribe that raised her and Qrow. The two end up criticizing each other for abandoning their families, and Raven leaves.

Blake and Sun arrive in Kuo Kuana, the main city of Menagerie. Two representatives of the White Fang, Corsac and Fennec Albain, visit the Belladonnas, and when confronted about the White Fang's role in the Fall of Beacon, the Albains state that a splinter group under Adam's lead is responsible. After their visit, Corsac and Fennec agree to inform Adam of Blake's homecoming.

Weiss performs at the charity concert but remains critical of all the attendees and guests for their shallow and dismissive behavior towards Beacon. At the after party, she is enraged upon hearing a woman mock the Fall of Beacon and inadvertently summons a Boarbatusk. In Mistral, Team RNJR comes across an abandoned town called Oniyuri. Before they can leave, Tyrian ambushes them and is revealed to be a scorpion Faunus. He easily defeats them but is stopped in time by Qrow.

Ozpin informs Oscar that their souls and Aura have merged and they can access each other's memories. While Oscar is reluctant to accept this, Ozpin urges him to go to Mistral to carry out an important task. In Atlas, Weiss is blamed for hurting the Schnees' reputation and, as a result, is confined her to her room and disinherited. In Oniyuri, despite Qrow's warnings to stay back, Ruby joins him in battle. Tyrian grazes him with his stinger. Ruby cuts off the stinger, forcing Tyrian to retreat.

At nightfall, Qrow explains to Team RNJR that they, as Hunstmen, have the duty to protect the four relics guarded by the Huntsmen academies. By the next morning, the poison from Tyrian's stinger has gotten worse, rendering Qrow immobile. Blake mends her relationship with Ghira, who comforts her about lashing out at him and staying in the White Fang. Sun accidentally interrupts them to warn Blake about a masked White Fang member in the market. The two notice a spy outside and give chase.

Yang and Weiss complete their training and prepare to leave for Mistral. Meanwhile, Blake and Sun discover that Blake's old acquaintance Ilia Amitola, is now a white Fang member. At the same time, Team RNJR are forced to choose between taking two paths. Ren and Nora decide to take the mountain path while Ruby and Jaune carry Qrow through Kuroyuri.

Ren and Nora's past is revealed through a flashback: years ago, Kuroyuri is attacked by Grimm, led by a Nuckelavee, and Ren's parents are killed. Ren's Semblance activates when he sees Nora in danger, which calms him down and hides their presence from the Grimm. In the present, Ren and Nora realize that the Nuckelavee is headed towards Ruby, Jaune, and Qrow.

Cinder trains and Tyrian loses control. Weiss attempts an escape, Blake resolves to reclaim what is hers, and Ren sees a nightmare from the past.

While Jaune moves Qrow to safety, Ren begins fighting the Nuckelavee recklessly until Nora calms him down. Team RNJR then comes up with a coordinated strategy and Ren successfully executes the Grimm. Two patrolling military airships from Mistral arrive and they take Team RNJR to Mistral. Ruby and her group plan to visit Professor Lionheart at Haven Academy once Qrow's injuries are fully healed. Unbeknownst to them, he is working for Watts.

In a post-credits scene, Oscar approaches Qrow in a bar and identifies himself as Ozpin. Qrow returns his cane.

Team RNJR and Qrow arrive at Haven Academy and meet Haven Academy's headmaster, Professor Lionheart. Meanwhile, Weiss, Blake and Yang are all trying to reach their goals.

Professor Lionheart's method of passing information to Salem is revealed and Weiss' transport runs afoul of the Grimm. Meanwhile, Adam and Hazel meet with Sienna Khan, who is extremely angry with Adam's attack on Beacon Academy.

Ghira makes a speech to the people of Menagerie. While Weiss is dealing with bandits, RNJR get the chance to meet Oscar and figure out their next move.

RNJR and Oscar train and discuss Semblances. Meanwhile, Yang confronts her mother while Weiss prepares her own escape.

Blake and Sun try to recruit help for defending Haven, with poor results. While Ruby gives the worried Oscar a pep-talk, the Albain brothers discuss and plan the White Fang's direction.

Qrow seeks out Huntsmen and Huntresses to aide in the fight against Salem, while Yang and Weiss prod answers out of Raven.

Yang and Weiss have joined up with Team RNJR, just in time to learn the full truth about the Maidens, the Wizard, and what Ozpin did to the Branwen siblings.

Despite development and growth, things are made tense for Team RWBY in Mistral when Ruby brings up Blake. Meanwhile, in Menagerie, Blake agrees to a nighttime meeting with Ilia.

Salem's forces proposition Raven Branwen, but Raven decides to change the agreement in favor of all parties. Back in Menagerie, Sun and Ghira face off against the Albain brothers while Blake runs off to find her mother.

Ruby talks relics with Ozpin and Qrow while Raven meets with Leo. Meanwhile, the attack on the Belladonna house is still going on. Blake and Ilia fight for their ideals.

Ruby and company meet with Lionheart, who is less than thrilled to see that not only is everyone armed but there are more people than he thought.

The fight with Salem's group gets more intense as Weiss is injured, Hazel goes into a furious rage, and Cinder enters the vault.

The fight for Haven continues, but now it's time for our heroes to turn the tides, especially now that a long lost ally has returned with an army at her back.

As the battle for Haven reaches its conclusion on the surface, Yang confronts her mother at the relic vault.

Ruby Rose and her friends have been burdened with transporting the Relic of Knowledge safely to Atlas. There's countless miles of Grimm-covered countryside between the city of Mistral and the northern coastline of Anima. Fortunately, the Argus Limited can easily make the journey... so long as nothing goes wrong.

No matter how hard you may try to bury it, the past will always claw its way back to you.

What is your favorite fairy tale?

Heroes and villains alike are confronted with troubling revelations.

The spiders in Mistral always deliver, but shelter doesn't always guarantee safety.

As darkness falls on Brunswick Farms and the snow continues to fall, Team RWBY's morale is at an all-time low. The only thing worse than being stranded, alone in the woods... is realizing you're not alone at all.

While Cinder shares her plans with Neo, Maria shares her past with Team RWBY, and both groups are dead-set on making it to Atlas.

The Atlas representatives in Argus have no intention of assisting Team RWBY. In fact, they're adamantly opposed to it. It's time to come up with a new solution... and it's time to tell Jaune, Nora, and Ren about Jinn.

With Cinder gone, Emerald and Mercury are starting to raise questions, and they're not the only ones; Jaune, Nora, and Ren search for Oscar, but still aren't sure what they'll do if they find him.

Our heroes have one shot to pull off the heist of their lives, and if they're going to succeed, they'll need everyone to do their part. It's go time.

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

Our heroes are running out of time. As Cordovin continues to stand tall, Blake and Yang stand together, and all combatants must ask themselves, "How far am I willing to go to win?"

A Leviathan has emerged from the ocean depths and now threatens to destroy the city of Argus. With Cordo's Colossus incapacitated, the Atlas Base has little they can do to protect the people.

Our heroes have finally made it to Atlas, but are they truly as safe as they'd hoped? This shining city in the clouds may be a beacon of hope for Remnant, but it casts a dark shadow...

Arresting people isn’t exactly the best way to make a first impression. However, once the initial shock has worn off, Ruby and her friends learn there’s a lot more to these Ace Ops - and even General Ironwood - than first meets the eye.

Out in the snowy tundra, the Ace Ops show teams RWBY and JNR the ropes.

Riding the high of completing their first mission in Atlas, the gang is itching to hone their skills and provide some much-needed help to the citizens of Mantle.

Between missions, training, and rising political unrest, these fledgling huntsmen and huntresses have quite a lot on their hands.

After constant missions and vigorous training sessions, the kids finally get a night off to relax! But attending a political rally may not be the most leisurely activity

How far would you be willing to go to do what's right?

Jacques and Ironwood engage in a dangerous game of wits. Meanwhile, the kids must face their most dangerous threat yet: a high class dinner party.

Will you tell the truth? Or will someone tell it for you? The answer can make all the difference in the world.

The truth is finally out, and it's not only our heroes who take notice. With everything at stake, it's all hands on deck to protect the City of Mantle

Between Watts, Tyrian, and the seemingly endless swarm of Grimm, evil is encroaching on our heroes from all sides. The biggest threat, however, may be hiding where they least expect it.

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.

Who will you become when your greatest fears are realized

More than ever before, the allied forces standing against Salem need to be united. But after Ironwood refused to continue evacuating Mantle, our heroes need to choose a new path forward -- if only they could agree on one.

Ruby, Nora, Blake, May, and Penny set their sights on Atlas Military Command. Meanwhile Yang, Ren, Jaune, and Oscar handle evacuations in Mantle. If they can get everyone to the crater in time, they just might be able to save them.

The fate of humanity requires our heroes to infiltrate the most heavily-guarded facility in Atlas -- all in a day's work.

Jaune, Ren, and Yang's pursuit of a mysterious new Grimm results in unexpected complications. Ruby, Weiss, and Blake find a new place to lay low. Cinder receives an ultimatum.

This is it. Their chance to tell the world the truth. Will their message be heard?

It's time.

It's all out war in Atlas. Our heroes face an impossible problem. Where do they go from here?

We're not alone.

The clock is ticking on Jaune, Ren, and Yang's rescue mission. The Ace-Ops hold the line against against Salem's forces.

As the fog of war covers the kingdom, Atlas nears it's breaking point.

Tensions rise in Schnee Manor as our reunited heroes find themselves backed into a corner.

It's risky, dangerous, and nearly impossible -- but it's the best plan they've got.

The best laid plans...

Sometimes it's worth it all to risk the fall.