Hello, and welcome to something I haven't done in over half a year! Writing fanfictions… I won't say much here, just that RWBY, of course, is owned by Roosterteeth, and I don't own any of it. This story is my submission for the r/RWBY subreddit monthly contest (MonCon) for February. Super special shoutout to my wonderful friend, The Draigg, for editing and being a generally great person. Go check out his stuff too! The themes for this were Penny and Remembrance. So, without further ado...

Why Would I Lie?

initializing…

booting up recovery drives…

run systems check

sensors running at 35%

central processors damaged

running optic sensors

Penny opened her eyes to a small room. She tried to move her head, but her neck rotors were locked. All she could see from her restricted angle was the ceiling. She could hear a song playing on a radio somewhere. The tinny sound of a sad guitar drifted lazily through the stagnant air. Not that Penny could truly tell, though. It was all just data to her, and since her computing power was limited at the moment, she was trying to focus on primary tasks.

"Ah, she's awake," a voice said above her.

Penny tried to move her mouth, but it seemed that it wasn't working for some reason.

"Mercury, where are we on repairs?" the voice asked.

"Well," another voice, distinctly male, responded, "gimme like three minutes. This Atlas tech is leagues beyond what I'm used to."

"So you can't fix her?"

"When did I ever say that, Em?"

"Just...I'll let Cinder know she's awake."

There was a shuffling sound, and a door closed somewhere. Penny heard a screwdriver tightening something, and then a click.

central processors at full power

Penny suddenly felt an intense pain, as if her body had been torn apart. Her voice modulator was still in disrepair, but she managed to convey her discomfort with a spasm of agony.

"Woah there, girly," the young man's voice came. "I'd suggest you stay still as much as you can. I've put your body back together, but it's only a patch job. We'll need to get you to a real engineer in a while, but for now, I'm powering up your pain inhibitors. Please, don't try and make any sudden movements."

Penny felt the waves of pain lower to a dull throb. There was a sound of some more tinkering and then a metallic clang.

"You can sit up now, if you wish. Just take it slow."

Penny did so. She took her time to look around. Sitting next to her was a young man she recognized from somewhere.

"You…" she said, accessing her memory banks, "You're Mercury Black, correct?"

The man leaned back on the crate he was sitting on. "Yep."

The door opened again, and a woman Penny recognized as Mercury's teammate walked in, wearing a flowing red dress.

"Mercury, could you give us some time?" she asked with a firm, yet saccharine voice.

"Sure thing." Mercury got up and left, taking the radio with him.

Cinder Fall sat down on the crate and crossed her legs, smiling gently at Penny.

"Hello."

"Um...Salutations."

"How are you feeling?"

"I...where am I?

"You're safe."

"But...where?"

Cinder smiled sadly.

"You're out of Vale. We pulled you out of the arena before you could be taken away by Ironwood."

"Ironwood? What happened to Vale? Who are you people?"

"Easy there, Penny. You've been through a lot." Cinder's eyes fell. "We all have. Now prepare yourself, because this will come as a shock to you. Vale...has been destroyed by Ironwood."

"It what?" Penny exclaimed incredulously.

"I know...It's difficult to take in. But I have proof." She pulled a Scroll from a pouch on her dress. "Here's video of what happened."

On the screen, the Atlas military robots were shown fighting Grimm, which seemed to be destroying a significant portion of Vale. Then, to Penny's disbelief, the androids stopped, turned around, and started firing at hunters, huntresses, and civilians alike. It was a bloody massacre.

Penny tore her eyes from the screen and stared at Cinder, who couldn't even bear to watch the footage she was showing.

"This...General Ironwood did this?"

Cinder shook her head.

"Not just him. He had help from some people you seem to think are your friends."

"My…"

"Team RWBY."

"...friends?"

"They're not your friends?"

"They are… Why are you making these accusations? They've been my friends for a long time. They'd never do something like…" she gestured to the screen, which showed a young hunter screaming as he was swallowed whole by an Ursa. "...this..."

"Penny…" Cinder said with a wry look, "Who has access to your memories besides you?"

"My father, of course."

"Who does your father work for?"

"..." Penny stayed silent, processing what Cinder was implying.

"Ironwood tricked you. He tricked us all."

"I don't believe you." Penny stated flatly.

"The proof is right here. Why would all his military robots do this? Why would he allow Grimm to breach the walls? Why would he allow Beacon to fall?"

"I...What does Team RWBY have to do with this?"

"Who do you think is helping him achieve this?"

"That... that doesn't make any sense..." Penny muttered. "I have to go back to my father. He should know what's happening." She tried to stand up off of the table she was laying on, but with a snap, her left knee gave out from the slap-dash repair job. Cinder caught her before she toppled to the ground.

"Penny," Cinder cooed, setting her back down on the makeshift bed. "Remember what Mercury said, now. You have to be careful."

Penny looked up at Cinder. The taller woman smiled at her.

"Please, get some rest. You're gonna need that for your Aura to help heal your body. It should also help you recover some real memories. The hit Pyrrha gave you knocked your processors around. Maybe you'll find the truth in your dreams."

"I...okay…" Penny weakly responded.

"Goodnight, Penny."

"Goodnight…"

Cinder walked to the door and turned the light off before exiting. Penny was by herself now. She didn't want to sleep. She wanted to try and figure out if Cinder was telling the truth.

Penny sat up and tried to hail the Atlas military on all frequencies in her database. There was no response, save for static. She tried the CCT next. Still nothing.

Penny attempted to recall what her directory instructed her to do in a possible global communication blackout. Find an open area and broadcast at full strength? No, that wasn't possible with the current situation. She could blast a hole in the roof, assuming her laser cannon was functional. A quick check confirmed her fears that it was not. Besides, these people had taken her in. If they were willing to do that for her, then it was safe to assume that they meant her no harm. She would be safe for the moment.

Penny laid back down and closed her eyes. As she activated sleep mode, small, partially corrupted images came to her attention. She opened the first one that floated into view. It was a short captured recording of her view of an event from weeks ago.

"Just because you have nuts and bolts instead of squishy guts doesn't make you any less of a person."

That was Ruby. Penny's friend. Penny was friends with her. An overwhelming urge to stay close to Ruby pushed at Penny. She hugged the black-and-red-headed girl tightly.

There was a hole in the code here. Penny skipped to a less corrupted segment of the clip.

"...neral Ironwood is going to want to have a word with you."

Penny was being led away from the alley. The soldiers' grips hurt her wrists.

More corruption. Penny skipped a bit farther forward.

A silent car ride was ending in front of a small aircraft on an airstrip just out of town. Penny was led onto the craft and taken up into Ironwood's carrier.

"...at were you thinking, Penny?" Ironwood spat. "I told you not to go off on your own."

"I'm sorry..." Penny said quietly. Ironwood's scowl deepened.

"Address me again, correctly this time."

Penny stood up straight and clasped her hands together behind her back.

"I'm very sorry, General Ironwood, sir."

Ironwood motioned to the two robotic guards. "Take her to the isolation cha…"

The memory cut out.

The next file came up automatically. Penny could hardly make out what the picture was supposed to be of due in part to missing chunks and the overall blurriness of the photo, but it was definitely of her father. Instead of the usual happiness she associated with him, though, this one made her feel...wrong. Her self defense guidelines were trying to activate in response to the picture. She quickly closed the file and opened the next one.

She was locked out of this one. She tried to bypass it, but the encryption kept changing before she could crack it. Her own programming was stopping her from accessing it. She left the encryption software running on that one and looked at the one below it.

This file was part of her objective directory.

TEAM RWBY

Ruby Rose - Friend

Weiss Schnee - Friend

Blake Belladonna - Acquaintance?

Yang Xiao-Long - Friend

The date seemed off. She checked it against the file she had of her first meeting with Team RWBY. This had been made before her meeting with them. How could that be?

Before she could finish that thought, the encryption software gave her a notification that it had cracked the code.

She begrudgingly opened it.

Pain spiked through her body. The cold metal table stung against her naked back. People in hazardous material suits were rushing around her and operating on her.

"...now I won't lie to you and say she'll live, breathe, or act like your Penny…" Ironwood's voice drifted down at her from somewhere very far away. "...But you have my deepest sympathies…"

"Is...But is she a girl? Can she be considered a human? Or even a person?" Her father's trembling voice came.

"It's...complicated. You can't assign words like that to something that's full of wiring and machinery. If you want to call it a person, I won't stop you. But that can't change that it's... not human. It would be like talking about a pet rock as if it''s not an inanimate object."

"I... I understand... Can you just... leave? I need to think..."

"Of course, Professor. And... if it helps any, my men will treat it… they will treat her as if she was a person. It's the least I can do for your work here."

"Please…." Penny's father's voice trembled, "just... leave before I change my mind."

"Right. I'm sorry." There was a pause. "I'm so sorry."

Penny startled herself awake. She felt...violated. These memories were horrible. Why had they been hidden? Why did Ironwood and her father lie to her? Why had they been so cruel?

If she had been able to cry, Penny would have. All she could muster was a heaving chest, and a tightening grip on the sides of the table. The metal began to bend as her grip grew tighter and tighter.

Why would they do this to her? She was cursed to have a body that would let her feel, but not show it. She was blighted by the fact that she was just a copy, and just a replacement to fill a broken old man's empty heart. Penny would never wish this awful, awful feeling on even her worst enemies.

The door creaked open, and Cinder shuffled in, wearing a large t-shirt and short shorts. It looked like she had gotten very little sleep.

"Are you okay, Penny?" she asked. "I was trying to sleep nearby in case you needed something, and I heard metal tearing."

Penny looked down at the parts of the table where her hands had been. The thick aluminum was warped beyond repair. No normal human hands could do anything like that.

"I…" Penny said, quietly weighing her words, "I want to know the truth."

Cinder came and sat down next to Penny. She ran a hand through Penny's bright orange hair.

"The truth is that Ironwood has destroyed Vale, Grimm are collecting there, and the rest of Remnant is either terrified of Atlas, or they're calling for war."

"I...don't know what to say to that."

"You could stay with us if you want. I won't make you, though. Your other choice is to leave through that door and try and survive on your own in a much darker and more broken world than you remember."

"What I remember…" Penny mumbled to herself. Her hands clenched. "Cinder, I'll accept your invitation. At least until I'm able to fight on my own. I want to find Ironwood and get some answers."

"That sounds like an excellent plan. I look forward on our friendship growing more and more over the coming few weeks, Penny."

Penny mumbled something quietly.

"What was that?"

"How can I know…" Penny looked up to Cinder. Her face held a pained expression. "How can I know you're my friend?"

"Why would I lie?" Cinder asked her simply. "What do I have to gain from you besides friendship and camaraderie?"

"I…" Penny slowly sat up and hugged Cinder. "Thank you."

Cinder hugged her back.

"Anything for a friend." Cinder patted Penny on the back and released her from the hug. "Now if you'll excuse me, I think we'll both be able to sleep a bit easier now."

"Yeah…" Penny said.

"Sleep tight."

"You too."

Cinder got up and left Penny alone with her thoughts.

Mercury and Emerald sat in the main office of the warehouse. Emerald sagged in her chair, while Mercury smugly reclined in his. He took a drink of whiskey from his mug. Emerald sat up a little and looked at him through her heavy eyelids.

"Really? Alcohol? At your age? It'll stunt your growth."

Mercury snickered. "I doubt that."

"Right. You don't have to worry about your height anymore. Or your soccer career."

Cinder walked through a nearby door before Mercury could make a jab back at Emerald. Their boss would not react well to them bickering. Cinder fixed her hair and conjured up her regular red dress. Her glass heels clinked across the concrete as she made her way to them.

"She'll stay."

"Good," groaned Emerald, "I don't think my Semblance is cut out for tampering with artificial minds for too long."

"You scared a helpless girl shitless, congratulations, Emerald," Mercury said with a half grin. "I bet you feel so proud."

"Shut up, Stilty"

"You-"

Cinder held her hand up. "Enough. Emerald, you deserve some rest. Go on."

"Thanks, Cinder."

Emerald got up and staggered away to her cot in the makeshift room she'd set up.

"Now Mercury," Cinder said with a small, bestial grin, "are the bombs in place?"

"Yep," Mercury grinned. "They're right below the rib cage. Her movement will be a little more restricted, but you can blame the reconstruction for that. All you gotta do now is wait for her to get close to Ironwood and hit the detonator."

"Excellent. Thank you. Now you go get sleep too. I'm going to need you both for a little...scouting mission tomorrow."

"Alright."

Mercury jumped out of his seat. He took his mug to his stolen futon and sprawled across it. Cinder sat on the seat Emerald had been sitting in.

Penny had been broken physically and emotionally, and then put back together in both cases by the people who had caused the pain in the first place. Of course, the plans laid out before Cinder and her team required more than just Penny. She was just insurance.

Besides, it wasn't like she was a real girl.