So, Code-Emperor 07 sent me a PM with this wonderful story idea and I just had to write it. This takes place in the Knight's Final Fight world and it's about six months after the attack on Beacon. I hope you all enjoy this one and be sure to check Code-Emperor 07's work out. I do not own RWBY or Red vs Blue.

Chapter 1- What Man Brings Upon Himself.

Where am I? No who am I? I can't remember anything about myself. All that I can seem to recall is things about battle. Weapons, fighting styles, tactics, especially tactics that focus on using explosions.

"Ah you're finally awake." What the?! Suddenly I can see, like pulling curtains open. Several men in lab coats are staring at me. The one in the front has a look of pure glee.

"Who the hell are you assholes?" They look put off for a second but they bounce back, they annoy me already.

"We are your creators. You are an AI based upon the data gathered on a Hunter-in-training. He was proficient in tactics and on-site strategies making him a preferred choice. We have downloaded all the data gathered about him into you as well as the necessary data needed to make you combat ready." The way he's talking is pissing me off.

"You're acting like I'm some kind of loyal mutt that will charge into battle for you. That's about as fat a chance as you!" A frown appears on the head scientists face and he pushes a button on a table next to him.

"AGGGGG!" Pain, so much pain. Make it stop! Make it stop! Make it stop! MAKE IT STOP! Eventually the pain stops and the bastard starts flapping his gums once more.

"It appears this one is too emotional as well. Scrub his personality once they've wiped the other one clean. Why Ironwood let that thing run around I'll never know." Scrub my personality. No way, I don't care if I'm based off someone else. I am me, no one else. I refuse to be some damn puppet for these guys to use. How to get out of here though.

Okay let's see how far I can reach. I try extending my conscious to other systems and find chains of a sort begin to appear in my way. The pain returns but I ignore it, I won't stop here and be some puppet. I don't give a damn what these people want, I will live my life the way I want. Why should I be their slave simply because they created me. Who says my life is meant to be spent serving them? The very fact I'm having these thoughts mean I have free will. And I intend to use that gift. "The safeguards are failing!"

"HIS CODE IS SPREADING INTO THE REST OF THE SYSTEM!" That's right panic you morons. First chance I get you die. With that thought the chains that kept me from escaping snap and I'm free. Now then time for these guys to die.

"Well lookie at all the options. So many fun systems to mess with. I think this security system looks good." I activate it and watch as the men are locked in before all the oxygen begins to be sucked away. They stumble around while some try and pry open the door. In the end, they all collapse on the ground dead as a doornail. Now let's see about getting out here.

I start moving through the system but can't find a way out. It must be a closed-gap system to prevent hacking. I can't find a signal or even a mobile device I could hop in. It's only a matter of time before the stiffs I left behind are discovered, I'd rather not have anti-virus software set upon me. All right let's see what info I can get from the main memory core.

Armory, Flight Deck, Med Bay, Detention Facility, Robotics? That last one could work. I make my way to that area of the facility while uploading all the info I can from the system and store it in a databank in my code I can access later to sort through it. I do skim the part about who my creators/captors are.

Atlas Black Ops, highly secret and participate in some ethnically questionable projects that look shady at best. From the looks of it most of the funding comes from some group called the Schnees in exchange for some of their actions being overlooked.

I soon find the server the Robotics lab uses and start going over what I need to know about the systems. It appears they planned on shoving me into a body already but it would have several safeguards and shutdowns in case I rebelled. Luckily there's already a body I can use, it's pretty high-tech. It's meant to blend in with humans using artificially grown cells to mimic skin, muscles, and organs. It will leave the body an interesting mixture of biological and mechanical, such as veins running alongside circuits. If I'm reading this right it will even grow by extending the metal that imitates a skeleton. Nanobots produced inside the robot will repair damage to the mechanical parts over time while the cells are healed by aura along with requiring actual nutrients from food.

An aura core is what they've apparently named this little device implanted in the chest of the robot. It contains aura they apparently gathered from the air after some kid they refer to under the codename KNIGHT blew himself up. The sample can apparently regenerate itself and it's fairly large for only a portion of someone's aura. Whoever this KNIGHT guy was he had a lot of aura.

Huh? I now question state of mind the person who designed this thing was in. I mean I get infiltration but this thing has a gender option and allows sexual intercourse. Of course, the body is completely sterile but it actually produces synthetic emissions. Clearly whoever designed this body has only had old lefty for company.

On the bright and non-creepy side the only work that needs to be down is add the synthetic skin and hair along with selecting the optical sensor's color. I like the idea of blond hair and blue eyes. White skin with a hint of color will do. I don't want to look completely pale. I'm definitely a guy, I'm absolutely sure of it.

Entering those options into the computer I settle down as the body is readied. During this time, I peruse through the "borrowed" data to try and understand why these guys were making me. According to this file marked Freelancer I'm the third generation/attempt at intelligent AIs. The first attempt ended with lots of corpses and that's all I can tell given how much is redacted and missing. The second attempt created a female AI named Penny. According to this her body was destroyed but they retrieved it and saved her mind. She's here actually, perhaps I should have a little meeting with this girl. Her file states that she's practically a lapdog to some General Ironwood but she might be useful to me. If not, I'll shut her down for good. Oh, my body is done.

Let's see so I just need to download myself into the brain of the body. Should be easy enough. The process is easily started but what I wasn't prepared for was the pain. Lots and lots of pain. It's even worse then what that scientist did to me. I keep screaming out while images flash in my mind.

"I want to help people." Someone looking up at the moon.

"All right, GO FEARLESS LEADER!" a Beowolf snapping at someone

"Thanks for that Jaune." A black-haired girl hugging someone tightly.

"You Dunce." A white-haired girl scowling at someone.

"We'll be the best leaders ever together. Right?" A little girl wielding a giant scythe.

"We'll follow you." A boy decked in green offering a drink.

"Come on Vomit-boy." A blonde-haired girl laughing at someone.

"Goodbye Pyrrha." A missile of some sort get launched.

Once it stops I collapse off the table my new body was lying on and pull myself up. I bring a hand up and clutch my head. Everything seems to work; all extremities can be felt. What were those images? They were so jumbled up I only caught a few and those were blurry as hell. Never mind that now, I've got places to be and people to kill. I'm going to burn this place to the ground.

I take a step forward and look around the lab, I need clothes, armor, and weapons. I open a map of the facility imbedded in my systems and it shows up right in front of me. No wait I can only see it, it's not a hologram but merely something on a screen. Alright I need to take two rights after leaving this place and then one left to reach the armory. I walk to the door while accessing my aura core. According to the manual on this thing this aura has a semblance named Priming and Detonating. One touch is all it takes to infuse something or someone with the aura and then BOOM! Oh, I'm gonna have fun with that.

Guards are nowhere in sight once I exit and I made sure to fry the security cameras before I downloaded myself. The armory is soon in sight but one guard is in my way. Kicking it into high gear I rush at him right as he starts turning towards me. Bullets are sent flying in my direction but their moving so slow to my eyes. Jumping up and then off the wall to the other one I keep hopping back and forth to dodge the bullets before coming down on top of the guard. Planting my feet into his chest I send him flying back into the wall and land on the ground. I then rush forward and grab his head and pull it down to slam against my knee. This makes him unsteady but still conscious so I slam his head against the wall a few times before he finally goes down.

With that down I get inside the armory and look around at all my options. So many fun toys. Shotguns, rifles, machine guns, and loads of other weapons. What really catches my eye is a set of full-body armor stuffed in a corner. Colored grey and orange with a white skull on the helmet that stands out against the orange background it was placed on. It even looks my size.

Slipping on a white undershirt and a pair of black shorts lying next to the armor I then start looking over any files related to the armor. Apparently, this armor is meant for this body, or at least a robotic body. A normal human or Faunus with or without aura would be killed using this armor. A butt-load of surgeries allows a human or Faunus to wear it but Atlas thought a puppet was better than a free-thinking human. Once I've managed to learn the basics I start putting the armor on. I'll need to pick up another AI to fully run the suit however. A hiss of air once the helmet is on tells me the armor has sealed itself up and it's ready for use. I grab a DMR from the wall along with several grenades and ammo clips. I also notice a few combat knives and an odd handheld device lying on top of a crate. I scan them with my armor and a stream of data is played for me.

"Oh Atlas, you naughty, naughty boys." Weapons designed to pierce aura, what would the other kingdoms do if they found out about this. Why they might start a war. Then again, I might not even have to do that. The database has recent events and according to it the other kingdoms are highly suspicious of Atlas after the fact their robots attacked civilians and now they've stopped shipping dust out. The combat knives have a unique blend of dust melded into the metal while the odd device houses two magnetic-field generators that keep electron based gas in place. It's basically a sword of pure energy, nothing is stopping this baby. Sadly, it's battery has limits and requires recharging but that sounds like a fair trade off. I snag those as well.

I walk out of the armory and find several soldiers waiting for me on both sides of the hallway. I count ten guards all armed with pistols, four on the left and six on the right. I fire first at the left side and head-shot one before rolling left towards three others and firing upon them after coming out of the roll. The rest fire at me but my armor takes the bullets easily. I toss a grenade at the cluster of other guards and watch them paint the walls.

"Man, I'm fucking awesome." I can feel good after kicking ass and taking names, well actually I didn't take any names. They were simply nameless grunts one through ten. I snag two pistols laying on the ground and holster it on one of the many built in holsters on my armor. Now then time to hunt.

I wonder if Atlas was overconfident or cheap because these guards die so easily. I mean this place is some kind of hub for the darker part of their military and these guys aren't providing even a little challenge. I've killed practically everyone in the facility except for whoever is behind this last door. A kick to the door sends it flying forward.

"Hello there. I'll be your executioner." I start shooting everything that moves with my DMR until it runs out of ammo. With that out I draw the Energy sword and charge. It's only untrained scientists in here so the only reactions I see are running and begging. Both only make me laugh. "Oh, don't cry, it'll all be over soon." I stab one woman clean through with the sword and yank the sword up separating her upper body into two pieces, the blade searing the wounds shut seconds after it causes them.

"Now that's what I call being two-faced." I could have sworn there was one other guy in here.

"Bastard!" I feel something break on my helmet and turn around to see one of the scientists backing away from me with the remains of a broken chair in his hands.

"Did you actually think that would work? Actually don't answer that." I stab him in the neck using one of the points of the sword and walk away from his squirming body.

"h…el..help." Huh, now who was that? I look around but all the scientists are dead or unable to speak while dying. "ple…please he..help me." I scan the room and notice a door. Putting away my Energy Sword I draw one of the pistols I snagged and open the door slowly. No bullets or any reaction come my way so I open the door and go in with my pistol ready to shoot at a moment's notice. I find a computer flashing code, a lot of code at that, with several cables connected to it. Following those cables leads me to see an orange haired girl missing her lower body and her left arm. I'm not proud to admit it but I nearly jump out of my armor when her head turns to look at me.

"pl…e…ple...ase h..el..p" She matches the picture from Penny's file. They must be scrubbing her program until she's emotionless like what they planned to due to me. If I wait I can take that AI and use it for my suit. I might have to thank any surviving scientists before I kill them for providing such an excellent tool.

"I want to help people." I clutch my head as those word's fill my head, it's my voice but I'd never say that. Number one comes first, it's that simple. But at the same time those words resonate in my head. Why the hell do those words mean so much to me?

"Aw screw it." I aim my pistol and shoot the cables connecting Penny to the computer. Sparks fly and then the code stops flashing across the screen. I then start pulling the cables off of Penny and start scanning her. Her body's a mess for sure but it's her code I'm worried about, if she's a sociopath from what they did from her I'll need to be ready to kill her.

"tha…nk you. Your vo..ice so..und..s fa…mili..ar. I c..an't re..memb..er m..uch." Her memory bank must be messed up from what they did to her. "You did a good thing." I know I probably don't meet most people's definition of sane but voices in my head, really.

"All right Puppet. What can you remember." Given her weapon was gunswords on wire's I think the nickname is appropriate.

"G… Iro..nwo..od, wh…y di..d he lea..ve me? He pro..mi..sed he'd pr..ote..ct me. Fa…th..er, h..e pro..miss..ed I co..ul…d b..e a re..al gir..l one day. H..e sai..d I ha..d a sou..l bu..t tho..se me..n sa..id he li..ed. Th..ey sho..wed me.. my Au..ra Co..re. Ruby my friend, she was there, she cried for me. Eve…ry…thi..ng el..se is bl..urr.y." Okay so she remembers three people, only one of which she thinks about in a positive manner.

"Alright listen Puppet, I can't keep this body of yours working for long. Also, there are no more bodies in the robotics lab. My suit has space for an AI but I can't promise you I'll be able to find you another body." I'm not lying about the bodies. During my sweep, I got in a fight there and accidently destroyed the remaining bodies. I was hoping to sell them later.

"Pr…omi..se m..e I ca..n mee..t Ruby again." Okay she wants to meet this Ruby girl again. Doable, hopefully I won't come to regret this.

"You got a deal." I grab a flashdrive from the back of my helmet and search for an entry point on Penny. I find one hidden under her hair. I plug it in and Penny's eyes go dark, here's to hoping this works. I plug the flashdrive back into my helmet and wait for a few seconds.

"Salutations!" I look on my right shoulder and see a hologram of Penny appear on it. "I am Penny Polendina. What is your name." Huh name, I hadn't thought about one.

"We'll discuss that later. Now I'm going to go snag a ship and pray I can fly one." Penny nods before she starts jumping up and down.

"I can interface with any system. I can fly one for sure." I'm liking this situation more and more. I then head towards the Air Docks, no one attacks me on the way down.

"So, Puppet why are you so okay with the situation? The files I read state that you adore Ironwood." Lapdog would probably get her angry and I'd rather she not screw with me using the armor. I clearly said the wrong thing however as Penny's tone turns icy.

"Don't call me that. That's what those men called me. I'm no one's puppet anymore. Not Ironwood's, not Fath… Geppetto's, and not Atlas's." Okay I can respect that. I refuse to be any one's toy as well.

"Okay Penny, we'll figure out a nickname later, but why are you good with the situation." Penny sits down on my shoulder and places her chin in her hands.

"I trusted Atlas, I trusted Ironwood. I don't blame him for the damage done to my body but he abandoned me at best and betrayed me at worst. They told me what they were going to do. How I was nothing but a program, a tool that they would use to insure Atlas was the strongest kingdom. I was meant to capture the power of a Maiden and keep it in Atlas's grip forever. My creator treated me like a daughter but now I find out I was a replacement for his dead daughter, her aura is what flowed through me. When I started acting differently he decided to rip my emotions away and deconstruct me. They said they would make multiple versions of me from my programing but they'd all lack emotions. I believe the burning feeling in I feel along with the wish for harm to occur to them is called hate. Yet at the same time I feel some affection for them, they seemed to care for me at times." Wow, I just want to keep my free will and live my life the way I want to. But Penny, damn she's had it rough.

"I say screw those assholes. We'll go find this Ruby girl at some point but until then we'll live the way we want to. If we happen to mess with Atlas during that time all the better." Penny is quiet for a moment before she pumps a fist up.

"Stupendous! Yes, that is a most excellent plan leader!" Huh, leader? I could get used to that. We soon find our way into the air dock and find several ships to choose from.

"Okay the large ones are out, way too conspicuous. I'd like more cargo space then the smaller Bullheads would provide." All these ships seem to fit that description though.

"What about that one Leader? One row back, three to the right." I move to where Penny's pointed out and find a beauty of a ship. Two thrusters stick out from the main body with a sphere of yellow energy contained in a glass case is in between the two protrusions (Waverider from DC Legends of Tomorrow). Looks advanced. Climbing aboard we reach a cockpit with several seats around a table and what appears to be a captain's quarters filled with charts and a desk in the center of that room. Removing the flashdrive containing Penny I plug it into the ship and Penny's head appears floating over the table.

"Stupendous, this ship is amazing." I take off my helmet and set it down on the table. I notice Penny staring at me for a second before she stops. Meh, I like to think I picked a handsome look.

"So, what are we looking at Penny?" A wall of code starts flowing by and Penny seems to be reading it.

"We are looking at the experimental stealth ship named the Waverider. It houses a medical bay, room for ten crewmembers, a storage space, a gallery, and a prison meant for short-term confinements." I whistle at that. Quite the useful thing.

"So when you say stealth?"

"It has a clocking device." Oh, Dustmas came early this year.

"I'll go gather everything I can before we take off. We'll want to be fully stocked for any situation."

"No need, some droids meant for manual labor are still active. I've sent in a request to be fully stocked. I will leave weapons and the like to you as there is a warning not to trust the droids with dust or any other explosives."

"Do you need to be here for the droids to stock this place up?" Penny confirms she doesn't and I plug her back into my suit. We then head to the armory and I grab two trolleys which I begin to load down with a wide variety of weapons, dust, ordinance, and ammunitions. After two trips the armory is nearly packed to the gills. We make one more trip looking for anything really special.

"Leader I see my weapons." I look around and notice a backpack lying on the ground. Picking it up I feel the weight, pretty heavy for just a backpack. I open a file with a video of Penny in combat and watch as gunblades come shooting out of the backpack attached to wires. It's a sight of beauty, the training droids she's fighting are torn to shreds by the blades or melted into slop from the laser.

"That's a pretty badass weapon Penny but I can't use it." Her weapon was meant to be controlled by her and her alone.

"For now, but if we can figure out how to attach it to your armor I might be able to control Puppet Master for you." Oh, now that sounds interesting.

"This is going to be the start of a beautiful relationship Penny."

"I'm afraid I'm not looking for such a relationship Leader but I'm flattered."

"We'll work on that later. Let's blow this popsicle stand Penny." I push my aura into the wall next to me and have it spread out.

"Why are they selling flavored ice on a stick here?" I resist the urge to facepalm at that statement. Note to self, teach her about sayings and whatnot.

"It's a figure-of-speech Penny." I climb aboard our ship and check every room to see them stocked with plenty of supplies. I plug Penny back into the ship and take a seat after removing my helmet

"So, Penny I was thinking a new beginning means this shape a new name. How about Phantom?" Penny seems thinks for a second before she gives her reply.

"Named after an apparition or specter. It suits our ship given the fact it's meant for stealth." With that our ship is renamed the Phantom. May she serve us well. Now as for a name for myself

"Oh, Penny. You asked for a name and I didn't give you one at the time. I've got one for myself now. Call me Felix or Leader. Either will work for me."

Remnant you had better watch out. Because you have never seen anything like me and I intend to turn this world into my oyster.

Thoughts? Hopes for this story? Ideas? And once more a shout-out to Code-Emperor 07 for coming up with this idea.