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.

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...

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.

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.

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 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.

Heroes and villains alike are confronted with troubling revelations.

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.

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.

It's time.

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