A red-cloaked figure walked down a path through a forest on a late afternoon in late fall, keeping her head bowed and hidden by her hood. Her steps were slow, like she had to go somewhere but wasn't entirely resigned to it, looking forward to it.

Finally, the figure arrived on a cliff, and she first approached a white headstone, a flaming rose and the phrase thus kindly, I scatter carved into it.

"Hey, Mom." The figure removed her hood, revealing a young woman. She wore a white high-neck décolletage blouse, a black and red skirt, a black corset, a black belt bordered in red, and she wore brown straps on her blouse that allowed her to wear a small brown backpack. She wore tattered black leggings that showed part of her thighs and were decorated with the image of a long-stemmed rose. Her red-soled black boots each had four straps and four buckles. Her cloak had a singular clip on the right shoulder in the shape of some kind of flaming rose, and it was tattered at the bottom. Her hair was ebony dripping red, and her silver eyes glowed in the late-afternoon autumn sun. "I'm here to visit you two, again. It's already the tenth anniversary of that day... Anyway, have you been keeping an eye on her?"

A warm breeze blew the young woman's cloak, almost like whoever the tombstone belonged to was trying to reply from the great beyond.

Yes.

"Thanks, Mom." The young woman smiled brightly. "I knew that you two would get along, and I knew she'd need someone to look after her like I do... I'm glad that both of us have you." The bright smile faded into a sad grin. "I'm going to go and talk to her. I don't have as much time as I would like, now. What with the job, the family, and the fact that no one really knows that I do this."

Why not?

"Well... They all have their own mourning to do, you know? Lots of things and people were lost that day." The young woman looked down. "Yang lost her arm, Team JN(P)R lost Pyrrha, and we all lost a lot of friends... We always meet up today, no matter where we are in the world. We help each other. Team RWBY, Team JN(P)R, Team SSSN, and all our other friends. Everyone who's left... And since it's the ten-year anniversary, they're definitely going to notice me missing."

I'm glad that you have found friends like them.

"Me, too. There's no way that I could have won against her without them." The young woman looked up. "Well, at least we already went to visit the others as a group. I won't be missing that. I wouldn't miss it for the world... I could have sworn that I saw a certain-someone at the grave I made them set up for Torchwick." The woman smiled to herself. "I didn't say anything. Everyone deserves to mourn."

That's my girl.

"Well, Mom... I'll come back and visit you as soon as I can." The young woman kneeled and placed her hand on the headstone, running her hands over the carvings as her eyes watered up. "It was good to talk."

The young woman stood and walked further down the cliffside, humming quietly to herself as her silver eyes locked onto something.

I've got no strings

To hold me down,

To make me fret

Or make me frown...

I had strings, but now I'm free...

There are no strings on me...

The young woman arrived at her destination, looking down at the object. It was a black, neon-green, silver, and bronze blade.

The blade was intact, not a scratch or touch of rust on it, but it was obvious that it had been there for a long time. Driven into the ground out of grief.

The young woman kneeled, then reached out with one hand and gripped the hilt, smiling sadly.

"Hey, Penny. It's me, Ruby."

/\

A strange girl lying on the ground waved, smiling brightly. She wore an old-fashioned blouse with short feminine overalls, as well as a black and green collar with a matching pair of stockings. In her short bright-orange hair was a baby-pink bow, and on her back was a thin, silver backpack. Her bright-green eyes were filled with light.

"Sal-u-tations!"

"Um..." A young, fifteen year-old Ruby raised an eyebrow. "Hello?"

"Are you..?" A blonde-haired girl looked somewhat concerned for the orange-haired girl. "Okay?"

"I'm wonderful!" The girl beamed. "Thank you for asking!" Four girls (including Ruby and the blonde) exchanged worried glances.

"Do you wanna get up?" The blonde asked. The orange-haired girl considered it...

"Yes." The strange girl instantly shot to her feet, and the for all backed away slightly, weirded-out. "My name is Penny! It's a pleasure to meet you!"

"Hi, Penny! I'm Ruby!"

"Weiss."

"Blake."

"Are you sure that you didn't hit your head?" The blonde asked, and Blake elbowed her. "Oh, I'm Yang."

"It's a pleasure to meet you!"

"You already said that." Weiss noted, seeming a bit scared. Penny frowned for a second.

"So I did!"

"Well, sorry for running into you." Weiss apologized. They all turned away as Ruby waved.

"Take care, friend!" Ruby bid farewell. As they walked away, Yang finally let out her opinion on the girl.

"She was... Weird."

/\

Ruby let out a small laugh as she stared at the blade.

"I know it's been a while. I'm sorry, but... I guess it still hurts." Ruby bowed her head, looking ashamed. "It's funny, isn't it? When we met, a part of me wanted to run away like the others did."

/\

"What did you call me?" Penny asked, somehow appearing in front of the retreating girls. Yang immediately panicked as Weiss tried to figure out how Penny got there.

"Oh, I'm really sorry! I definitely didn't think you heard me!"

"No, not you." Penny walked over to Ruby, confused. "You." Ruby's silver eyes widened.

"Me? I-I-I don't know what I..."

"You called me friend! Am I really your friend?"

"Uh..." Ruby looked up as her teammates motioned for her to say no. Ruby's resolve steeled, and she instead smiled at the strange orange-haired girl. "Yeah, sure! Why not?"

"Sensational!" Penny laughed. "We can paint our nails, and try on clothes, and talk about cute boys!"

/\

"You were strange, innocent, loud... Now, my life feels plain. Now, the world is almost too dark. Now, there is nothing louder to me than the silence... Now, all I want is to have you back." Ruby let some tears race down her face, and she raised her opposite hand to her mouth to stifle a sob. "You were one of my best friends. And I was your only friend."

/\

Penny's eyes widened as she and Ruby watched Blake and a monkey-Faunus do battle with the White Fang and the master-thief Roman Torcwick.

"Ruby, are these people your friends?"

"Penny, get back." Ruby warned, only for Torchwick to blast her and send her flying back. Penny's eyes narrowed dangerously, and she walked forward. Ruby recovered and reached out, eyes wide. "Penny, wait! Stop!"

"Don't worry, Ruby!" Penny looked back, smiling deviously, then looked forward and focused on the enemy. "I'm combat-ready!"

With that, Penny's silver backpack opened and deployed several swords on nearly-unviable silver wires, and she leapt down and engaged the enemy.

/\

"I should have ran faster." Ruby gritted her teeth, closing her eyes. "If I had gotten to Oobleck and Port, or Emerald, I could have stopped the match. I could have prevented the Battle of Beacon... I could have saved you!"

/\

Ruby ran as fast as she can while carrying Penny, but the strain was too great, and they crashed to the ground with Ruby being thrown into the street. She got up slowly, and in her daze, she didn't notice the large truck coming up from behind her until she heard the honking. She stood up just as she was about to be hit, but from out of nowhere, Penny pushed Ruby out of the way and held her palms out.

In the split second where the two make contact, the ground beneath Penny cracked, and the truck was lifted a little into the air by the girl's strength. She put it down, and the driver stared in shock at the crumples in his hood.

"Penny..?" Ruby asked, stunned. Her eyes were wide, and she looked overall terrified and uncertain. Penny looked up at the terrified driver.

"Are you okay?"

"Uh-huh..."

Penny backed away, looking at Ruby's expression, then at the bystanders murmuring to each other. In her panic, she ran from the Atlas soldiers still chasing her down and bumped into Ruby, knocking the girl out of her stupor as Penny tried to get away again.

"Penny! Come back!"

/\

"Just like you saved me! Not once, but twice! Why couldn't I help you?!"

/\

Ruby arrived in the alleyway where Penny had come to a stop, her silver eyes still wide in astonishment.

"Penny, please! What is going on?!" Ruby pleaded. "Why are you running? How did you do that?!"

"I-I can't! Everything's fine! *hic* I-I don't want to talk about it!" Penny hid her hands from view as she continued to hiccup with each lie. Ruby stepped forward, still trying to see what was wrong.

"Penny, if you can just tell me what's wrong, I can help you!"

"No! No, no!" Penny looked down. "You wouldn't understand..."

"Let me try!" Ruby was begging. "You can trust me!" Penny turned around and ran up to Ruby.

"You're my friend, right? You promise you're my friend?!"

"I promise."

"Ruby..." Penny held her hands out, revealing torn synthetic skin and the bright-silver metal underneath. "I'm not a real girl." Ruby stared at the metal, unable to comprehend it.

"Oh."

/\

Ruby slowly calmed herself down, then rested her head on the cool blade, letting a small smile cross her face as tears continued to fall.

"What was your plan, huh? To stay at Beacon... That's my only question. I know who and what you were meant to fight, I know why you wanted your secret kept, but what was your plan?"

/\

Ruby and Penny stood in the alleyway. The fifteen year-old stared at her friend in shock.

"Penny, I-I don't understand..."

"Most girls are born, but I was made. I'm the world's first synthetic person capable of generating an aura..." Penny looked down. "I'm not real." Ruby took Penny's hands in hers.

"Of course you are." Ruby said softly, making Penny look up in surprise. "You think just because you've got nuts and bolts instead of squishy guts makes you any less real than me?"

"I don't... Um... You're taking this extraordinarily well."

"You're not like those things we saw back there." Ruby tapped Penny's chest, smiling. "You've got a heart, and a soul. I can feel it!" Penny's face immediately lit up.

"Ooohh... Oh, Ruby!" Penny hugged Ruby tightly. "You're the best friend anyone could have!"

"I can see why your father would want to protect such a delicate flower!" Ruby winced in pain. Penny quickly released her, beaming.

"Oh, he's very sweet! My father's the one who built me! I'm sure you would just love him!"

"Wow. He built you all by himself?"

"Well, almost! He had some help from Mr. Ironwood."

"The General?! Wait... Is that why those soldiers were after you?"

"They like to protect me, too!" Penny nodded. Ruby scoffed.

"They don't think you can protect yourself?"

"They're not sure if I'm ready yet." Penny admitted sadly. "One day, it will be my job to save the world, but I still have a lot left to learn. That's why my father let me come to the Vytal Festival. I want to see what it's like in the rest of the world, and test myself in the Tournament."

"Penny, what are you talking about? Save the world from what? We're in a time of peace!" Ruby exclaimed. Penny looked confused.

"That's not what Mr. Ironwood said..." The two looked over as they heard a soldier shout.

"Check down here!" He ordered. Penny quickly grabbed Ruby by the shoulders, eyes wide.

"You have to hide!" Penny easily lifted Ruby into the air, carrying the girl over as she struggled.

"Penny, wait! What are you doing? You don't have to go with them! I can help you!" Ruby shouted. Penny threw Ruby into the trash, lifting the lid to speak with her friend.

"It's okay, Ruby. They're not bad people, I just don't want to get you in trouble. Just promise me you won't tell anyone else my secret. Okay?"

"I promise."

/\

"I wish it could have worked." Ruby admitted. "I wish that we would have won the battle, that you could been rebuilt in secret and could have transferred to Beacon. I wish we could have become Huntress together, that we could have painted our nails, tried on clothes, and talked about cute boys. I wish we had saved Pyrrha, and Torchwick, and Yang and Blake, and everyone else... But Blake was right all those years ago. The real world isn't like a fairytale."

/\

Ruby ran out as Penny and her teammate walked down a hallway, spreading her arms.

"Penny!" Ruby smiled. Penny turned around, her expression instantly lighting up.

"Ruby!" Penny tackled Ruby in a hug, sending both girls toppling onto the ground. Ruby winced in pain, letting out a groan of pain.

"Why..?" She asked. Penny got up energetically, Ruby slowly getting up behind her.

"Ruby, this is my teammate!"

"Ciel Soliel." The girl bowed formally. Ruby raised her hand in greeting.

"Hi, I'm-"

"Ruby Rose, fifteen, hails from Patch, leader of Team RWBY, status: questionable." The girl stated. Ruby didn't know how to respond.

"So... Penny!" Ruby turned to her friend, smiling. "You two were incredible out there! How do you manage to keep control of all those swords?! It's so cool!" Ciel gestured to her watch.

"Penny, I believe it is best if we move on to our next location." She announced. Penny exchanged glances with Ruby before looking at Ciel.

"Could we have just one minute to talk?" She asked. Ciel checked her watch, then took a large step back and nodded, starting to count.

"So..." Ruby raised an eyebrow. "Is Ciel your friend, or..?" Penny thought about it for a moment.

"Well, in a way. She's like Blake, but if Blake was ordered to spend time with you."

"Oh." Ruby nodded in understanding. "So, Weiss."

"Precisely!"

/\

"The path to a happy ending isn't quick and simple. We can't just sing a song and make everything alright... But you know something?" Ruby looked up at the sky, smiling. "You don't have to worry, anymore. You don't have to fear being judged because you weren't flesh and blood... Because up there, wherever your heart, mind, and soul are, you're just like everyone else."

/\

"Ruby, there's something I've been wanting to talk to you about." Penny looked over to Ciel to make sure she was out of earshot, then turned to Ruby and whispered to make sure. "I want to stay at Beacon." Ruby's eyes widened, and she looked troubled.

"Penny, they'll never let you do that." She sighed. Penny frowned, nodding in agreement.

"I know." Penny smiled somewhat mischievously. "But I have a plan." Ciel walked up.

"It's been precisely one minute, ma'am."

"I'll talk to you more soon, Ruby." Penny smiled. Penny left with Ciel, giving a little wave.

Ruby waved back.

/\

"Even if you didn't believe it down here when I told you, you'll believe it when my mother and Pyrrha hammer it into your head up there..."

/\

:It looks like our first contender is... Penny Polendina from Atlas!:

"What are you doing?" Ruby asked Mercury Black, her eyes narrowing as she grew suspicious. Mercury just continued to smirk.

:And her opponent will be... Pyrrha Nikos from Beacon!: Something was wrong. Ruby looked down in thought, then her eyes widened

"No..."

"Ooh..." Mercury placed a hand on his chin. "Polarity versus metal? That could be bad."

/\

"You're a real girl, Penny." Ruby looked down at the blade, laying down some orange roses. "You're free."

/\

Ruby turned a corner and emerged from the service tunnel, only to see that she was far too late.

Penny Polendina laid on the floor of Amity Arena, torn to pieces with her green eyes dead and unseeing.

Ruby fell to her knees, her eyes tearing up as she couldn't help but believe it was her fault. If only she ran faster... Ruby started to sob.

"Penny..."

/\

"You've got no strings

To hold you down,

To make your fret

Or make you frown..." Ruby teared up again. A light breeze blew her tattered red cloak.

/\

Ruby darted across the arena floor, silver eyes narrowed as she ripped one of Penny's blades out of the ground, running at the Nevermore.

Nobody else was going to die because Ruby wasn't fast enough! Not Jaune, not Pyrrha! NO ONE!

Penny leapt up and stabbed the beast, kicking off and landing between Pyrrha and the monster, looking livid as the Nevermore screeched.

"Ruby?" Pyrrha asked, stunned. Ruby held the blade of her fallen friend out, growing angrier and angrier.

"LEAVE HER ALONE!"

/\

"You had strings,

But now you're free..." Ruby sobbed, then flinched as a hand was placed on her shoulder, looking back. An older Jaune Arc smiled sadly, and Ruby hugged him, looking back at the blade. "I'll visit you soon, Penny... I promise."

The two walked off into the forest, and a light wind ruffled the orange roses, Penny Polendina's blade glinting as the sun started to set.

/\

A red cloaked figure walked down a path during a winter night, carrying something with her that her Uncle Qrow had been kind enough to bring along from her unconscious form in the aftermath of the Battle of Beacon.

Ruby made it to the cliff, walking past her mother's grave and going to another place where the cliffside jutted out over a forest, looking up at the moon.

Then, she let out a semi-animalistic cry of rage and sorrow as she suddenly kneeled and stabbed Penny's blade into the ground, bowing her head and sobbing as she sat in the snow.

She wore her pajamas, clue that no one knew she was out there, and her whole body shook as she mourned her dear friend, along with everything and everyone else that she had lost, in solitude.

"PENNY!"

/\

Somewhere brighter, someplace better, someplace safe and filled with happiness, someone laughed and wiped tears from their green eyes.

"There are no strings on me!"

...

*sniff* Okay, I know that my stories are never rays of sunshine, but this was sad even for me. I think I'm going to write a one-shot like this for Torchwick and Pyrrha, too.

They just had to kill off my favorite characters, didn't they? And hurt Yang, another favorite character of mine (probably my FAVORITE)! If they touch Renora or Sun, I will be emotionally shattered.

Rest in peace, Penny. We love you, and we miss you.

Anyway, I own nothing. Please read, review, check out my other stories, etc. Thanks!