the scene shows the fairgrounds in chaos as civilians run away from the hordes of Grimm. Atlesian Knight-200s are seen firing at the dark creatures, and a vendor hides behind his booth when a group of Ursai run past. Several Nevermores fly across the sky, one holding Roy Stallion in it's talons. Blake Belladonna and Weiss Schnee are then shown watching in horror of everything going on around them. Civilians continue to flee as Grimm continue to run amok, and a dead Creep on the ground starts to dissipate.

Weiss: I don't believe this...

Blake: (Pulling out her Scroll) Yang, are you okay?

Cut to Yang Xiao Long running in the hallways of the dorms with Zwei.

Yang: (responding to Blake through her Scroll) I'm fine. Is Ruby with you? She's not answering her Scroll.

Blake: No, she isn't. (at those words, Yang stops in her tracks with a worried expression on her face) Yang, I'm sure she's fine. She's our leader. She can take care of herself.

Yang closes her eyes and curls her fist into a ball

Yang: (hesitantly) Right.

Yang continues forward with Zwei and turns the next corner of the hallways. Cut back to Blake and Weiss at the fairgrounds.

Weiss: This can't be happening. (pauses) Penny...

Yang: I'm headed to the docks near the courtyard. The White Fang are releasing Grimm into the school!

Blake: (alarmed) The White Fang is here!? (through her Scroll, Blake hears the sounds of Grimm growling, and her expression grows ever more worried) Yang!

Yang: Ugh! Gotta go! Be careful! (call ends)

Weiss: Blake, what are we going to do?

Blake: (pensively) We're going to the docks, and we're doing our job.

Blake uses her Scroll to call upon her rocket locker, which lands behind her and opens up to reveal Gambol Shroud. Weiss gives one last look at Blake before nodding in agreement.

In Ozpins Office Askad watches as the White fang enter. Soon He makes a Call to someone.

Askad: It's time. Active the M-BORF Protocol.

Atlas Commander: Yes sir.

Askad Waits For his Moment.

Civilians continue to run and flee in panic as they reach the docking bays of the colosseum. Atlas Soldiers are seen directing civilians to calmly step into the Air Buses. A female student is seen breaking down in tears as another person tries to comfort her. Suddenly, White Fang Bullheads are seen dropping off more Grimm at the docking bay. Two Atlesian Knights escorting General James Ironwood effortlessly gun down an Ursa. As they proceed forward, the Knights are suddenly brutally ripped apart by a much larger, armored Beowolf variant. (begin Badass James Ironwood moment number 001) The Beowolf then notices Ironwood as the General starts to run towards it, gradually picking up speed as he nears the charging Beowolf. He screams a loud battle cry as he pulls out a pistol from his coat. Ironwood ducks and slides under the Beowolf's swipe and shoots at it twice. Pivoting as he skids across the floor, and using his free hand as a break. The Beowolf lands and shakes its head then charges at Ironwood again, who fires his revolver three more times before having to duck under another swipe. The Beowolf attempts to swipe at him again with its left claw, but Ironwood effortlessly stops it with his own right hand. The General then fires at the Beowolf's feet, the explosion causing it to get airborne, and still gripping it's claw, Ironwood proceeds to swing it back down to the ground with his own brute strength. Ironwood then picks up the Beowolf, aims the revolver at its skull, and shoots it, causing black blood to splatter from it. Ironwood then watches the body of the Beowolf dissipate before leaving. (end Moment 001) The students are then shown exiting the arena entrance and gather together in front of Ironwood.

Ruby: What's going on!?

Ironwood: Grimm are crawling all over the city. The White Fang's invaded Beacon, and to make matters worse, some... vagabond has seized one of my ships. Until we regain command, the skies are out of our control. So I'm... (Ironwood pauses noticing a Creep advancing on the group from behind, and shoots it before finishing.) ...going to take it back.

As Ironwood turns for his ship, he is stopped when asked a question.

Jaune: What should we do?

Ironwood: (turns and faces the students) You have two choices. Defend your Kingdom and your school... or save yourselves. (the students exchange looks with each other) No one will fault you if you leave. (Ironwood then proceeds to climb up on the dropship in front of him, as he addresses the crowd.) Let's move out!

As Ironwood leaves, the students look at each other and murmur before a certain monkey Faunus speaks up.

Sun: I mean... come on!

Jaune: We can take a ship to Beacon!

While the students head to the nearest airship, Roman Torchwick is seen giddily fidgeting around with the controls of the Atlesian Airship, callsign "Blue-2", like a child in a candy store.

Roman: Hmm... let's see, what does... this button do? (After the button is pressed, a noise is heard.) Oh, fun! How about ... this one? (With the press of a button, the airship suddenly empties its cargo of Atlesian Knights, all on standby, as they fall to the ground with a massive thud.) Hm. Alright, nothing.

Neapolitan, still wearing her Atlesian military disguise, hands Roman a Scroll with the Black Queen insignia, as he inserts it in the console. But is surprised that the M-Borf Symbol shows

Roman: MBORF! What is that. Whatever I need to know what is going on.

As a squadron of Knights shoot down Grimm, they suddenly stop as their visors and LEDs turn a Green. Soon they move more human like. The last AK with the black visor turns A Dark green and talks.

AK commander 1: ALL RIGHT LET'S GIVE THEM HELL.

Goodwitch: What!?

On the courtyards of Beacon, Weiss and Blake are nearly caught off-guard by the local Knights also succumbing to the M-BORF Upgrades Soon they Proceed to Form a Formation with the front line crouching while the back stands.

AK Commander 2: Go. We got this.

Soon the fang and Grimm run at the AK's who open fire.

Weiss: Well this is new.

Meanwhile, the oblivious general, still en route to the Airship, gets a Surprise as the AK's Turn on and visors turn green with one being Dark Green 

Ironwood: What the.

AK Commander 3: awaiting orders General.

Ironwood: What is going on.

AK Commander 3: Askad Has Initiate the M-BORF Protocal. Soon The city will have To Addtion to the knights. Leviathans, Fenixs and K.R.I.B.Y.S.

Ironwood (Mind): Askad you Clever Man.

Soon in the city of Vale Sliver Robots Teleport in. Some uses there hands with blades. Others guns and the third group Both. 

In the Air Green robots teleport in Flying with Guns already out They Fly in the air taking out any flying Grimm

In Beacon Some Balls Teleport in before planting their feet on the ground and pulling out miniguns

These where Askads Newest Atlesian units The Leviathans, Fenix's and K.I.R.B.Y.S

Back at Beacon, the Upgraded Knights continue to fire,  Afterwards, Weiss and Blake stand back-to-back, but notice a group of human Atlas Soldiers fighting with an Upgraded Atlesian Paladin, which has also been affected by the M-BORF protocol. The Paladin Stands and fires off it's rockets. Soon Wiess Sees A group of Fenix's Flying taking out Nevermore and Griffons

Blake: Did Atlas Make those.

Wiess: No. But they are helping.

Weiss: Come on!

Before Weiss and Blake could assist the soldiers, they notice a Bullhead about to crash land. An armored Beowolf is seen jumping out of it before it could crash with the aircraft. The view shifts to look down from above, more soldiers can be seen continuing to fight the Paladin. The Beowolf lands on the ground and starts to chase after fleeing civilians. Weiss and Blake exchange one last look with each other before parting ways.

Weiss: Be safe.

Sharing a nod the two split up, Blake is seen running just outside the dining hall. However, she stops when the Beowolf from earlier latches onto the side of the building above her. Her attention is then drawn away from the Beowolf when she hears a wounded scream inside the burning interior of the dining hall. She turns fist clenched then gives a look of horror when she sees a familiar figure throwing an Atlas soldier.

Blake: No... Adam?

Adam: (grinning creepily) Hello, my darling.

Xero: sorry to Interrupt the Play date. But (Xero points at Adam) Your my Opponent

Blake (Mind): When did Xero Get here.

Adam: everywell

Xero: Good. (summons Slicer and Blue Shark) LET'S ROCK 

Xero uses his Blur on Adam and strikes hitting Adam. Adam Then punches Xero away Before he comes around for another Strike. This time Adam Blocks with his Sword and the Two Start to Fight. Inside Ozpins office, Askad and Oz watches the battle on three video feeds, one showing some buildings, the middle showing a group of Atlas soldiers struggling a against a Deathstalker Until a K.I.R.B.Y. teleports in on Beacon's main avenue, and the last showing civilians stuck on a rooftop waving for help, while an Ursa slowly crawls up the side of the building Before Fenix's Enter and pick them up. Ozpin then starts to walk away from his desk, grabbing his cane in the process, before proceeding to the elevator. However, he is stopped in his tracks when a sudden tremor shakes the ground.

Askad: that can not be good. 

Back in the city, Glynda and Qrow continue fighting, before they too are shaken by another tremor. Qrow stabs his sword into the ground to keep himself standing.

Goodwitch: No...

Another tremor shakes Jaune as he battles an Ursa Major, with Sage and Scarlet piggyback riding on it with worried expressions on their faces.

Elsewhere, a mountain starts to violently shake and crumble, as various body parts of a monstrous-looking Grimm are revealed, before the mountain completely breaks apart, releasing a titanic Wyvern. The Wyvern roars and flies over the abandoned Mountain Glenn, heading towards Beacon. As it flies, it exudes a black, tar-like substance which drops to the ground in the city of Vale and spawns various Grimm.

Ozpin approaches the window of his office, noticing the Wyvern getting closer. The massive Grimm excretes more of the Tar-like substance, which drops to the ground and spawns more Grimm near the base of the CCT. As the Grimm charge forward, the camera pans across the members of Team SSSN and Team JNPR in a lineup as they prepare to battle the incoming enemies, with Jaune and Pyrrha exchanging a smile with each other as she adopts a pose similar to his. Before they can go forward, Pyrrha notices Ozpin standing by the entrance of the tower, while Team SSSN runs off to continue fighting. Pyrrha then walks towards her headmaster without saying a word to her teammates, much to their confusion.

Nora: Where's she going?

Jaune: I'll go find out. You two stay here and keep fighting.

As he goes to follow Pyrrha, the camera then zooms in to a building in the background, with a familiar figure standing on the rooftop with her weapons in hand. A close up of Cinder's eyes are seen glowing ominously