A/N: Hey y'all! Chapter 3 of Ashes to Dust is in the works but when I was out shopping for gifts today, a certain song by The Megas came on and it had me thinking of RWBY. I got home and punched this little one-shot out because I'm a horrible person and must inflict the feels upon all you poor souls. Comments and criticism is encouraged. RWBY and all its characters are owned by RoosterTeeth and Monty Oum.


Ruby blinked away the tears as she held Weiss's limp body close, illuminated by the soft glowing light of the shattered moon. The black haired girl was shaking with grief and fury, barely able to stand. The freezing cold blood of her teammate and her clear tears wet her hands and soaked into her crimson cloak. Her sobs came choked and pathetic, while her other teammates were stunned into silence. Yang and Blake weren't exactly strangers to loss but seeing their team leader in shambles and her partner breathing her last breaths was still enough to bring the anger and pain back to the surface.

However, there was one other person in the snowy dock, drawing her weaponry back, green eyes blinking red. The red-haired girl stared impassively back at the other girls as they slowly turned their attention to her from the dead body. Her lips quivered and her body shook at the same tempo as Ruby's but this was lost on the remnants of Team RWBY.

"You monster!" screamed Yang, throwing herself at Weiss's killer, Ember Celica engaged. Speeding forward with both shotgun gauntlets blazing, the blond fought with every furious fibre of her being. Blow after blow was rained down on Penny, who used Puppeteer to pull herself back to avoid the attacks. Swinging around a corner, Yang thundered after her only to get sent flying back when the redhead caught her off-guard with a counter-attack from her spinning blades.

Blake, shaking her head to bring her back to the situation at hand, leaped into action, pulling Yang away from a trio of swinging blades. Activating the handgun mode of Gambol Shroud, she fired at Penny, who easily blocked the attack with a wall of stringed blades.

Penny felt her body hesitate for a brief moment under the hail of gunfire. Everything was going wrong and she heard her mind scream. Accompanying her own was that of Weiss's, as she had cut her down. She didn't want this. She didn't want to hurt anyone! Why was this happening?!

"Ruby!" yelled Yang, getting pulled along by Blake as they ran up to their leader. "Snap out of it! We've got to do something!"

Ruby couldn't hear her sister as she tearfully brushed Weiss's hair. The snow that fell on her did not melt but began to lightly coat her pale face. The tears began to shift the slow building snow as Weiss's chest contracted for the final time.

"RUBY!" roared Ruby's sister, forcibly dragging her back to the present as the dangerous Penny slowly walked towards the trio, her wings of blades hovering like a dozen scorpion tails, posed to strike. However, considering she just lost her partner, friend, and teammate… Ruby wasn't prepared for plan making.

"PENNY!" she screeched, charging head first at her former friend, Crescent Rose extending as she ran. Beginning her assault, the scythe-wielder swung it in a violent arc. Penny rolled out of the way and retaliated by firing off four of her blades, only for them to be knocked away by fire from Yang and Blake, who jumped after their leader.

Penny was screaming but no sound left her closed mouth. She couldn't hear, she couldn't see, she couldn't speak. Her friends were attacking her; trying to kill her! Fear was not an emotion Penny had ever considered before but it was all her mind could shriek at her as the sobbing screams of Ruby and the dying cry of Weiss compounded in her mind.

As they fought and the clash of metal and gunfire echoed across the cold snowy night sky, Penny's harsh emotionless exterior pushed the trio back. Suddenly, a pair of strung blades snuck up on Yang and Blake. They tied the two up and flung them into one of the dockside buildings. Dragging them back, the two girls were then flung at Ruby, who dodged the human ammunition. "Blake! YANG!"

Before Ruby could run after her friends, she heard a familiar deep whirring noise. Spinning around, she saw Penny's flashing green and red eyes behind a halo of spinning swords, all pointed towards the scythe-wielder. The whirring was caused by the building green energy that was gathering in between the blades. The sight reminded Ruby of the first time she had seen Penny fight and she realized that she didn't have a lot of time to act. Firing off Crescent Rose behind her to gain momentum, the young teen screamed as she sprinted at her opponent, the icy winter wind ripping the tears from her eyes.

Penny watched as the pulsating emerald energy continued to grow. Ruby, her friend, was going to die. Penny was going to kill her. Screaming and crying internally, the mechanical girl focused all of her energy on a single task. The deep whirring was now a high pitch screech and the energy blinding to look at.

Suddenly, the noise stopped and the light faded, as Ruby was but a foot from the now stationary blades. Running on instinct, she jumped up as if to dodge the now non-existent attack and fired off her weapon to increase the speed with which Crescent Rose descended. The blow which would've killed most any other living thing sent Penny's body flying into a nearby building and out the other side. However, Penny wasn't built to be fragile and struggled to her feet, the red blinking stopping.

Ruby leaped up and, with a scream strained by anguish and pure fury, brought down Crescent Rose for a second and final time against Penny. Over her shrill screech and the gunfire used to speed up the final blow, Ruby failed to see the first and final tear the robot girl shed and hear her final words.

"I'm sorry, friend."