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.

In which some tea is spilled.

In which a choice must be made.

In which plans and schedules are made.

Trapped between two huge Grimm, eight students split up into the nascent Teams RWBY and JNPR in a fight for survival.

In which old friends reunite.

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.

While the rest of Team RWBY search for the missing Blake, Blake and Sun investigate the local White Fang activities.

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.

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.

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

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.

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.

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.

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.

In which a dessert is assembled.

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

Team RWBY's cohesion collapses when an argument about the White Fang becomes personal for both Weiss and Blake.

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

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.

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.

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.

Jaune decides to stand up to Cardin's bullying.

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.