1
00:01:41,283 --> 00:01:43,428
(tense dramatic music)

2
00:01:43,428 --> 00:01:45,198
- [Jaune] Give up,

3
00:01:45,198 --> 00:01:46,683
we've got you outnumbered.

4
00:01:50,575 --> 00:01:52,108
- All right, then.

5
00:01:52,687 --> 00:01:55,020
(guns fire)

6
00:01:58,428 --> 00:02:00,000
(Ren grunts)

7
00:02:00,000 --> 00:02:00,433
(Ren grunts)

8
00:02:01,182 --> 00:02:02,683
(Nora grunts)

9
00:02:06,312 --> 00:02:07,433
(Ren grunts)

10
00:02:09,305 --> 00:02:10,755
(Ren screams)
(loud thud)

11
00:02:10,755 --> 00:02:12,558
(Oscar screams)

12
00:02:20,527 --> 00:02:21,690
(energy zaps)

13
00:02:24,025 --> 00:02:26,525
(Nora grunts)

14
00:02:27,915 --> 00:02:30,000
(Ren grunts)
(glass shatters)

15
00:02:30,000 --> 00:02:30,130
(Ren grunts)
(glass shatters)

16
00:02:30,130 --> 00:02:31,732
- [Ren] What?

17
00:02:31,732 --> 00:02:32,582
- [Nora] Where'd she go?

18
00:02:35,470 --> 00:02:36,303
- [Guard] Freeze!

19
00:02:36,303 --> 00:02:37,360
- [Jaune] We gotta move!

20
00:02:37,360 --> 00:02:39,517
(Oscar panting)

21
00:02:40,260 --> 00:02:42,593
(loud boom)

22
00:02:54,027 --> 00:02:54,933
(Winter grunts)

23
00:02:58,040 --> 00:03:00,000
- You Atlas Elites are all the same!

24
00:03:00,000 --> 00:03:00,298
- You Atlas Elites are all the same!

25
00:03:02,537 --> 00:03:05,398
You think hoarding power
means you'll have it forever,

26
00:03:05,398 --> 00:03:07,498
but it just makes the rest of us hungrier.

27
00:03:11,920 --> 00:03:14,258
And I refuse to starve.

28
00:03:14,258 --> 00:03:19,258
(Penny yells)
(weapons clash)

29
00:03:33,215 --> 00:03:34,767
(Cinder screams)

30
00:03:35,423 --> 00:03:36,540
(loud boom)

31
00:03:40,188 --> 00:03:41,558
(Winter screams)

32
00:03:43,450 --> 00:03:45,017
(Cinder grunts)
(Penny screams)

33
00:03:48,365 --> 00:03:50,017
(loud boom)
(Penny screams)

34
00:03:52,440 --> 00:03:56,242
- I have come too far to be
stopped by some toy. (grunts)

35
00:03:56,242 --> 00:03:58,810
(creature shrieks)

36
00:03:58,810 --> 00:04:00,000
(loud booms)

37
00:04:00,000 --> 00:04:01,227
(loud booms)

38
00:04:06,330 --> 00:04:09,298
(Cinder grunts)

39
00:04:09,298 --> 00:04:12,215
(creature shrieks)

40
00:04:16,418 --> 00:04:17,915
(Winter screams)

41
00:04:17,915 --> 00:04:19,225
(Penny gasps)

42
00:04:19,225 --> 00:04:20,225
(Cinder smirks)

43
00:04:28,088 --> 00:04:30,000
- What are you doing?
My life doesn't matter.

44
00:04:30,000 --> 00:04:31,378
- What are you doing?
My life doesn't matter.

45
00:04:31,378 --> 00:04:32,893
- I disagree.

46
00:04:34,588 --> 00:04:37,130
(group panting)

47
00:04:37,130 --> 00:04:39,355
- Hurry, we gotta lose them!

48
00:04:39,355 --> 00:04:42,023
(Oscar panting)

49
00:04:43,968 --> 00:04:46,468
(tense music)

50
00:04:58,905 --> 00:05:00,000
- Guys?

51
00:05:00,000 --> 00:05:00,362
- Guys?

52
00:05:00,362 --> 00:05:02,785
- [Woman] They went this way!

53
00:05:02,785 --> 00:05:05,535
(muffled grunts)

54
00:05:20,485 --> 00:05:22,945
(loud thud)
(Oscar groans)

55
00:05:22,945 --> 00:05:24,100
- No!

56
00:05:24,100 --> 00:05:25,517
- [Jaune] Oscar!

57
00:05:27,048 --> 00:05:29,715
(Jaune screams)

58
00:05:31,020 --> 00:05:33,078
(guns fire)

59
00:05:33,078 --> 00:05:35,495
(Ren grunts)

60
00:05:39,990 --> 00:05:40,823
- [Jaune] Stop!

61
00:05:41,670 --> 00:05:43,315
- [Guards] Drop your weapons!

62
00:05:43,315 --> 00:05:46,648
(guns fire)
- Fall back!

63
00:05:49,908 --> 00:05:52,408
(Ren panting)

64
00:05:53,470 --> 00:05:54,443
- [Guards] This way.

65
00:06:04,170 --> 00:06:05,933
(Cinder grunts)

66
00:06:08,530 --> 00:06:10,593
- You had your time in the sun,

67
00:06:12,530 --> 00:06:15,513
but now I'm afraid your time is up.

68
00:06:17,200 --> 00:06:23,388
- Yes, I've been waiting here

69
00:06:23,388 --> 00:06:26,600
for some time I think.

70
00:06:27,530 --> 00:06:29,513
What was I waiting for?

71
00:06:31,243 --> 00:06:32,850
- Me.

72
00:06:35,927 --> 00:06:36,988
Huh?

73
00:06:36,988 --> 00:06:37,820
- No.

74
00:06:41,230 --> 00:06:43,738
I had a job to do.

75
00:06:43,738 --> 00:06:46,730
(Cinder panting)

76
00:06:46,730 --> 00:06:47,563
(Cinder screams)

77
00:06:47,563 --> 00:06:50,638
(loud boom)

78
00:06:50,638 --> 00:06:51,478
- Huh?

79
00:06:51,478 --> 00:06:54,228
(dramatic music)

80
00:07:00,508 --> 00:07:01,642
(Cinder grunts)

81
00:07:02,562 --> 00:07:04,460
(Fria groaning)

82
00:07:11,780 --> 00:07:13,030
- What is that?

83
00:07:14,228 --> 00:07:18,062
- That's the power of a
fully realized maiden.

84
00:07:22,318 --> 00:07:24,770
Ahh, it's too cold!

85
00:07:24,770 --> 00:07:26,113
We have to do something.

86
00:07:31,230 --> 00:07:32,063
Penny!

87
00:07:36,760 --> 00:07:38,100
- [Oscar] I'm sorry.

88
00:07:38,100 --> 00:07:39,975
(all panting)

89
00:07:40,790 --> 00:07:41,623
- Don't be.

90
00:07:43,230 --> 00:07:45,490
- We weren't ready to become huntsmen.

91
00:07:45,490 --> 00:07:47,220
- That's not true!

92
00:07:47,220 --> 00:07:49,770
- Then why aren't we holding the relic?

93
00:07:49,770 --> 00:07:52,260
Now Salem has the lamp,
Ironwood has the staff,

94
00:07:52,260 --> 00:07:53,960
and we have nothing!

95
00:07:53,960 --> 00:07:55,573
- Ren, that's enough.

96
00:07:57,360 --> 00:07:58,193
(device rings)

97
00:07:58,193 --> 00:08:00,000
- [Pietro] Hello, anybody
there, can you hear me?

98
00:08:00,000 --> 00:08:00,220
- [Pietro] Hello, anybody
there, can you hear me?

99
00:08:00,220 --> 00:08:01,830
- Our scrolls, Doctor!

100
00:08:01,830 --> 00:08:05,222
- [Maria] Ha ha, finest mind in Atlas!

101
00:08:05,222 --> 00:08:07,220
- [Nora] Maria, what are you doing?

102
00:08:07,220 --> 00:08:08,530
- Grabbing our getaway ship.

103
00:08:08,530 --> 00:08:10,460
We need to hightail it out of here.

104
00:08:10,460 --> 00:08:11,320
Where are you?

105
00:08:11,320 --> 00:08:12,600
- [Nora] The academy training room.

106
00:08:12,600 --> 00:08:13,930
We slipped away from some soldiers,

107
00:08:13,930 --> 00:08:14,915
but it won't be long before...

108
00:08:14,915 --> 00:08:15,748
(guns fire)
(Nora screams)

109
00:08:15,748 --> 00:08:17,050
- [Guards] They're here.

110
00:08:17,050 --> 00:08:18,980
- [Yang] We're on our
way just stick together.

111
00:08:18,980 --> 00:08:20,827
- Oscar, Oscar?

112
00:08:20,827 --> 00:08:21,660
(guns fire)

113
00:08:21,660 --> 00:08:23,550
- [Oscar] Sorry, but you all
need to go on without me.

114
00:08:23,550 --> 00:08:24,927
- What are you talking about?

115
00:08:24,927 --> 00:08:25,760
(guns fire)

116
00:08:25,760 --> 00:08:27,703
- There's something I have to do alone.

117
00:08:31,850 --> 00:08:34,433
(Penny grunts)

118
00:08:51,178 --> 00:08:53,760
(Fria gasps)

119
00:08:54,900 --> 00:08:56,083
- Are you okay?

120
00:08:58,300 --> 00:09:00,000
- I had a job to do.

121
00:09:00,000 --> 00:09:00,475
- I had a job to do.

122
00:09:01,720 --> 00:09:04,780
I was supposed to protect the power

123
00:09:04,780 --> 00:09:06,850
of the maiden

124
00:09:06,850 --> 00:09:08,558
until I was ready.

125
00:09:10,900 --> 00:09:14,780
I worry I may have lost track of time.

126
00:09:14,780 --> 00:09:19,142
But you can tell James that I'm ready now.

127
00:09:20,480 --> 00:09:22,810
- Ma'am, if you do that--

128
00:09:22,810 --> 00:09:23,963
- I'll be gone.

129
00:09:25,760 --> 00:09:29,420
I know I have a hard time
remembering,

130
00:09:29,420 --> 00:09:30,000
but I remember that.

131
00:09:30,000 --> 00:09:30,975
but I remember that.

132
00:09:35,740 --> 00:09:38,490
(Fria groaning)

133
00:09:47,130 --> 00:09:48,903
What's your name?

134
00:09:50,140 --> 00:09:51,953
- It's Penny, ma'am.

135
00:09:56,053 --> 00:09:57,725
- Penny.

136
00:09:58,408 --> 00:10:00,000
Are you the one?

137
00:10:00,000 --> 00:10:01,100
Are you the one?

138
00:10:09,423 --> 00:10:10,333
- I...

139
00:10:21,320 --> 00:10:26,303
- Winter, thank you, I know
that must have been difficult.

140
00:10:26,303 --> 00:10:28,543
I-- I'm so sorry.

141
00:10:29,423 --> 00:10:30,000
(somber music)

142
00:10:30,000 --> 00:10:32,007
(somber music)

143
00:10:41,460 --> 00:10:45,203
And whom do I have the
pleasure of speaking with?

144
00:10:46,150 --> 00:10:47,203
- Still just me.

145
00:10:50,577 --> 00:10:53,950
- It was smart of you not
to bring the lamp down here.

146
00:10:53,950 --> 00:10:56,560
I wouldn't trust me either right now.

147
00:10:56,560 --> 00:10:59,660
- Trust is what I'm hoping to fix.

148
00:10:59,660 --> 00:11:00,000
I know we can still figure
this out, all of it, together.

149
00:11:00,000 --> 00:11:03,513
I know we can still figure
this out, all of it, together.

150
00:11:05,880 --> 00:11:06,713
Please.

151
00:11:08,640 --> 00:11:10,263
- Do you intend to fight me?

152
00:11:11,560 --> 00:11:14,443
- No, that's exactly what she wants.

153
00:11:16,060 --> 00:11:17,630
I guess it's because of us

154
00:11:17,630 --> 00:11:22,113
but holding it helps calm
me down when I'm afraid.

155
00:11:25,820 --> 00:11:27,740
- You still think I'm afraid?

156
00:11:27,740 --> 00:11:30,000
- We all are, it's what we
do in our fear that reveals--

157
00:11:30,000 --> 00:11:31,330
- We all are, it's what we
do in our fear that reveals--

158
00:11:31,330 --> 00:11:32,983
- That's easy for you to say!

159
00:11:34,920 --> 00:11:37,250
You can label me whatever you'd like,

160
00:11:37,250 --> 00:11:41,050
but the fact of the matter is I was right!

161
00:11:41,050 --> 00:11:43,750
The minute I softened, let my guard down,

162
00:11:43,750 --> 00:11:45,120
that's when Salem had her open.

163
00:11:45,120 --> 00:11:48,160
- If you abandon Mantle,
you abandon our best chance

164
00:11:48,160 --> 00:11:49,270
of reuniting the world.

165
00:11:49,270 --> 00:11:52,200
You abandon Remnant, leaving
millions to fend for themselves

166
00:11:52,200 --> 00:11:53,970
so a few can survive, what kind of--

167
00:11:53,970 --> 00:11:55,920
- All excellent philosophical points

168
00:11:55,920 --> 00:11:57,720
that won't matter if Salem wins.

169
00:11:57,720 --> 00:11:58,600
- Listen to me!

170
00:11:58,600 --> 00:12:00,000
- No, you listen!

171
00:12:00,000 --> 00:12:00,400
- No, you listen!

172
00:12:00,400 --> 00:12:03,620
I am done letting others
inability to see the big picture

173
00:12:03,620 --> 00:12:05,633
get in the way of doing what's right.

174
00:12:06,730 --> 00:12:11,730
Robyn, the council,
this kingdom, even you.

175
00:12:13,785 --> 00:12:15,985
- Then you're as dangerous
as she is, James.

176
00:12:18,230 --> 00:12:21,945
- James is what my friends call me.

177
00:12:21,945 --> 00:12:23,695
To you, it's General.

178
00:12:24,673 --> 00:12:29,673
(gun fires)
(Oscar groans)

179
00:12:30,273 --> 00:12:33,023
(dramatic music)

180
00:12:35,473 --> 00:12:36,307
- I...

181
00:12:38,195 --> 00:12:39,028
I...

182
00:12:39,028 --> 00:12:41,163
(ice cracks)
(loud boom)

183
00:12:41,163 --> 00:12:44,663
(Cinder panting)

184
00:12:44,663 --> 00:12:49,663
- She's mine! (screams)

185
00:12:56,072 --> 00:12:57,112
- No.

186
00:12:57,112 --> 00:12:59,862
(Cinder screams)

187
00:13:03,805 --> 00:13:08,805
(metal clashes)
(Cinder and Winter grunt)

188
00:13:32,820 --> 00:13:34,810
(Oscar grunts)

189
00:13:34,810 --> 00:13:38,305
(Winter groans)

190
00:13:38,305 --> 00:13:41,555
(tense dramatic music)

191
00:13:47,912 --> 00:13:50,495
(Oscar grunts)

192
00:13:52,873 --> 00:13:55,373
(fire flares)

193
00:13:58,135 --> 00:14:00,000
(gears grind)

194
00:14:00,000 --> 00:14:00,718
(gears grind)

195
00:14:03,165 --> 00:14:05,312
- [Weiss] Winter!

196
00:14:05,312 --> 00:14:06,443
- Huh?

197
00:14:06,443 --> 00:14:08,943
(gears grind)

198
00:14:11,473 --> 00:14:14,710
(Cinder grunts)
(Weiss gasps)

199
00:14:17,780 --> 00:14:19,490
(Oscar screams)

200
00:14:26,740 --> 00:14:28,280
- [Ozpin] The single
quality that is common

201
00:14:28,280 --> 00:14:30,000
across every living creature
on this planet

202
00:14:30,000 --> 00:14:30,975
across every living creature
on this planet

203
00:14:30,975 --> 00:14:32,017
is fear.

204
00:14:33,378 --> 00:14:35,960
(somber music)

205
00:14:37,317 --> 00:14:39,900
(Ruby panting)

206
00:14:42,860 --> 00:14:43,710
- [Weiss] Winter.

207
00:14:47,160 --> 00:14:50,095
- What did you do?

208
00:14:51,225 --> 00:14:54,203
- [Ozpin] It's funny then,
that as common as fear is

209
00:14:55,580 --> 00:14:57,973
we so easily underestimate its power.

210
00:15:05,773 --> 00:15:08,363
- Are you all right? Penny, what happened?

211
00:15:09,320 --> 00:15:10,153
- She's...

212
00:15:10,925 --> 00:15:11,925
...gone.

213
00:15:13,500 --> 00:15:14,850
- [Winter] No.

214
00:15:16,838 --> 00:15:19,267
She's a part of you now.

215
00:15:21,370 --> 00:15:23,670
- [Ozpin] Fear of
growing close to someone,

216
00:15:25,863 --> 00:15:27,683
a subsequent fear of loss.

217
00:15:30,080 --> 00:15:31,963
Fear of failure.

218
00:15:31,963 --> 00:15:33,892
(Cinder screams)

219
00:15:34,983 --> 00:15:36,433
- [Blake] Come on!

220
00:15:37,835 --> 00:15:39,392
(group panting)

221
00:15:44,007 --> 00:15:46,713
- Where's Oscar, and the relic?

222
00:15:47,620 --> 00:15:50,750
- [Ozpin] And as more
people depend on you,

223
00:15:50,750 --> 00:15:53,308
those fears can take on greater power.

224
00:16:06,448 --> 00:16:09,793
- [Ozpin] But fear itself
isn't worthy of concern.

225
00:16:17,520 --> 00:16:21,228
It is who we become while in its clutches.

226
00:16:21,228 --> 00:16:24,730
(dramatic music)

227
00:16:24,730 --> 00:16:28,120
- I suggest you all surrender
(grunting)

228
00:16:28,120 --> 00:16:30,000
and comply with the General's orders.

229
00:16:30,000 --> 00:16:30,423
and comply with the General's orders.

230
00:16:32,600 --> 00:16:33,823
- We can't do that.

231
00:16:35,630 --> 00:16:39,360
- Then, I suggest you run.

232
00:16:39,360 --> 00:16:42,300
- No, you're hurt, I'm not
going to leave you like this.

233
00:16:42,300 --> 00:16:44,550
- You're not leaving me.

234
00:16:44,550 --> 00:16:48,058
I'm giving you a head start.

235
00:16:48,058 --> 00:16:48,860
(scroll beeps)

236
00:16:48,860 --> 00:16:50,430
This is Special Operative Schnee

237
00:16:50,430 --> 00:16:52,793
in need of immediate medical assistance.

238
00:16:53,840 --> 00:16:57,660
Send reinforcements, over.

239
00:16:57,660 --> 00:17:00,000
(tense dramatic music)

240
00:17:00,000 --> 00:17:00,910
(tense dramatic music)

241
00:17:01,760 --> 00:17:03,733
- We all have to carve out our own way.

242
00:17:07,250 --> 00:17:08,350
- Guys you're...

243
00:17:09,810 --> 00:17:11,153
- We need to go.

244
00:17:20,130 --> 00:17:22,733
- [Ozpin] Will you
be proud of that person?

245
00:17:27,530 --> 00:17:29,163
Will you forgive them?

246
00:17:32,620 --> 00:17:35,480
Will you understand why they felt the need

247
00:17:35,480 --> 00:17:37,975
to do the things they did?

248
00:17:46,850 --> 00:17:48,613
Will you even recognize them?

249
00:17:50,030 --> 00:17:52,300
Or will the person staring back at you

250
00:17:52,300 --> 00:17:54,992
be the very thing you should
have feared from the start?

251
00:17:54,992 --> 00:17:58,480
(James screams)

252
00:17:58,480 --> 00:18:00,000
- [Ozpin] I suppose we all
find out sooner or later.

253
00:18:00,000 --> 00:18:02,373
- [Ozpin] I suppose we all
find out sooner or later.

254
00:18:09,300 --> 00:18:11,173
(Oscar screams)

255
00:18:11,173 --> 00:18:13,505
(loud boom)

256
00:18:19,220 --> 00:18:24,000
- That power, these memories,
you're back aren't you?

257
00:18:24,000 --> 00:18:25,680
You saved me.

258
00:18:25,680 --> 00:18:28,483
- [Ozpin] Actually you saved us.

259
00:18:32,010 --> 00:18:33,220
Oscar, I--

260
00:18:33,220 --> 00:18:38,123
- Stop, all I want to know
is how we save Atlas next.

261
00:18:47,270 --> 00:18:48,370
(radio crackles)

262
00:18:48,370 --> 00:18:49,710
- [Pilot] We've got multiple
hostiles on radar.

263
00:18:49,710 --> 00:18:51,670
Is anyone else seeing this?

264
00:18:51,670 --> 00:18:52,503
(radio crackles)

265
00:18:52,503 --> 00:18:53,728
- [Pilot] These readings can't be right.

266
00:18:53,728 --> 00:18:56,560
(echoing sound)

267
00:19:05,335 --> 00:19:07,753
(dark music)

268
00:19:07,803 --> 00:19:12,353
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