They grab Frieda , Shade and Marina and reveal Bathsheba as the new leader, much to everyone's dismay and disgust. Orestes tries to convince his father that no Silverwings killed any owls, but Brutus still refuses to listen. They fly out of Hibernaculum and into a terrifying sight: Goth and Throbb killing owls in the air and letting them fall to the ground for the wolves to carry away. Brutus is utterly shocked, but manages to order his troops to attack.
Brutus and Goth engage in one-on-one combat, while Atlas and Throbb do battle. Orestes flies into the frey and knocks Goth off his father, only to have the giant bat throw him to the ground and get carried away by a wolf. Shade and Marina throw stinging leaves on the wolf's eyes to drive it away. Orestes wants to keep fighting, but he's hurt. Ursa and a group of bears arrive at that moment and set to work at protecting Orestes and keeping Luger's pack at bay.
Up at the roost, Frieda and Hector rally the adult males to join the battle and help fight the cannibals and wolves. Bathsheba gets so angry at being ignored as leader that she flies off and vanishes into the night. Atlas, meanwhile, is still chasing Throbb. Throbb tackles him, forces him to the ground, and joins Goth in a standoff with Brutus. Shade flies by and Goth immediately gives chase.
Goth gets ahead of the young bat and grabs him at the edge of a tree, but Brutus flies in and knocks Goth away before he can kill Shade. Brutus is slashed by Goth and forced down yet again, this time onto a layer of thick ice. Goth moves in for the kill, but Shade grabs his ears and makes the cannibal follow him again. After flying straight up a waterfall, Throbb catches Shade's hind leg and forces him down. The two bats advance on Shade, but Atlas throws Throbb into a fallen tree. Throbb then jumps on Atlas and the two go over the cliff. Goth hesitates for a brief second, which was just enough time before putting his fang through Shade's head to allow Orestes to fly in and knock Goth away.
As the sun begins to rise, Shade uses the light to find his way through a maze of bright icicles hanging from the edge of the waterfall. Goth, who could not see as well, crashed through them and got caught in the force of the waterfall, but managed to pull Shade down with him. Throbb screams when he sees Goth's accident and allows himself to be chased away by Atlas and some other owls. At the bottom of the falls, everyone fears the worst, until Shade swims to the surface. Brutus, having been saved from the ice by Orestes, swoops down and lifts Shade to safety.
With Goth and Throbb defeated, the animals gather together to listen to a speech by the leader of the owls. Brutus admits he was wrong about Shade and the Silverwings. He also admits he was wrong about Orestes being coward. And since they finally took a side in helping the owls win the battle, he offers all bats the right to fly night or day. With the war over, Shade and Marina settle in to hibernate, and Shade pledges to one day find his father.