Ruby has been taken hostage by Torchwick and the White Fang, but just as team WBY rescues her, Torchwick sets his plan in motion.

On the train, team RWBY splits up and does battle with various enemies, while trying to stop the train and prevent it from unloading more bombs.

Grimm are attacking Vale, and it's up to team RWBY and friends to defeat them.

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.

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.

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

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

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.

In which a choice must be made.