Penny found Grace a bit...odd.

The red head was unlike any human she had interacted with before. Despite knowing Penny wasn't entirely...alive...she still treated her the same as every other huntress she spoke with. Penny found it fascinating the way she managed to juggle being the student council president (or the de facto one at least), visiting the orphanages once or twice a month to see if they needed more supplies, being a student in the advanced courses offered for those who could handle the much larger workload, her very extensive training regimen which would leave most teenagers passed out in bed if they tried to keep it up for more than a month, and her lessons with Headmaster Ozpin.

And in spite of it all, she managed to maintain a normal student life on the side through some rather bizarre and almost terrifying schedules. Everything was scheduled until classes and other known events were over, and the rest was left "open".

More than that was the way Grace treated Penny when they were in the field. Like a trusted friend.

It was...different. Not bad, but different.

It took all of an hour for Penny to decide she liked Grace as a friend, in the same vein she liked Ruby as a friend. They didn't care about what she was, just who she was.

"SOOOO CUTE!"

Ruby was holding a small black dog with the most adorable eyes. He barked happily from his spot in her arms.

"Who or what is that?" asked Penny, curious.

"His name is Zwei, Ruby and Yang's dog. She got permission to keep him in the dorm as long as he isn't a hindrance in field missions and didn't disturb the class he was in. Weiss is allowed to keep Diamond for much the same reason, though I think Blake would prefer Diamond to Zwei."

"Why?" asked Penny.

"Dogs freak her out."

"Ohhhh...because she's a kitty?" asked Penny.

Grace had a mischievous look on her face.

"I know the perfect way to take her mind off Zwei being so close."

"What?" asked Penny, curious.

Grace reached into her bag that sat neatly below her weapon, and pulled something out. Blake sniffed the air, as did a few others. Grace tossed it in the air, and Blake caught it and began 'pawing' at it a bit.

"Okay, what did you just toss to her?" said Yang, very amused and definitely trying not to laugh her ass off at the way Blake was suddenly acting.

"Catnip."

"Catnip?" said Yang twitching.

"It's either that or a laser pointer, and I know for a fact Diamond would end up getting involved too," said Grace with a straight face.

Yang lost it. She started cracking up, making multiple plans for future pranks. Then she considered something.

"Wait, how do you know Blake likes catnip?"

"...I may or may not have laced her clothes shortly after we met when she was being particularly grumpy to get her to lighten up. I've never seen that idiot laugh so hard in my life."

Blake growled, also remembering that time with Adam. He had damn near choked on his drink when he found out what Grace had done.

Yang snorted with laughter.

"This coming from the girl who has an obsession with shiny objects and treacle dessert?" said Blake.

Grace stuck her tongue out.

"I just like molasses," said Grace. Then she glared at Nora for some reason. "Of course I've had to defend my stash from a certain sugar menace."

Nora whistled innocently, but Ren sighed and face palmed.

"My lost desserts will be avenged Valkyrie!"

"Bring it on, Goodwitch!" cackled Nora.

"Are such declarations normal?" asked Penny.

"Nope," said Yang, popping the 'p' sound.

"Grace is being silly, like the time she trapped Jaune and Pyrrha in the closet for close to three hours until they admitted they liked each other," said Ruby giggling.

"Thank you for reminding me of that," said Pyrrha, before she did something very out of character.

She took a banana pie off the table, held it out of Nora's sneaking grasp...and with perfect aim threw it at Grace who barely managed to duck in time, thus having it land on Sun who was walking up to see what the fuss was about.

Neptune didn't need to be psychic to see what was about to happen.

He made a beeline for the doors before Grace twitched and reached for the milk.

Sun was too busy grinning as he also realized what was about to happen in the next few seconds.

"Me, Penny and Sun against RWBY and JNPR?" she asked.

"You're on," agreed Pyrrha.

"FOOD FIGHT!" declared Nora loudly as Grace threw the milk in their general direction.

The chaos was unimaginable.

"What is the purpose of this...food fight?" asked Penny, ducking a flying turkey.

"Fun, but also a bit of payback for locking them in the closet for three hours. Besides..." said Grace, reaching down for the ketchup and mustard, and aimed in the general direction of Emerald and her partner.

They didn't see the projectile condiments until it hit them. They barely avoided the proceeding food.

Neither of them were happy with being hit, but then again they worked with that woman so Grace didn't particularly care.

"I'm Queen of the Castle!" cheered Nora, standing on multiple tables.

"Not for long you're not!" said Grace, grinning. She threw Nora's weakness into the air.

Fresh syrup from Forever Fall.

Nora's eyes narrowed in on her target, and she went right after the partially open jars.

"Nora, look out!" Ren called.

Nora was hit from behind with two partially melted containers of ice cream. Why they were there was a mystery, but the effect was immediate.

"Nora's out!" cheered Yang...only to be nailed with two bottles of honey. Her hair was totally soaked with it. Her eyes went red.

"At least Zwei is having fun, as is Diamond," said Sun.

Zwei was having a blast, though he and Diamond were too busy running between the flying food and biting random food out of the air to eat it.

"Bad Zwei, no turkey! You know those bones are bad for you," scolded Ruby.

"What is going on here?" demanded Professor Goodwitch.

Grace, displaying an unusual amount of sixth sense, dragged Penny out of the cafeteria before her mother showed up and busted her.

"Oh crap," said Yang.


With Grace and Penny...

"Why did we leave so suddenly?"

"I know my mother. The second she finds out there's a food fight it takes her exactly fifteen to seventeen minutes before she can cross from her class to the cafeteria. Anyone caught in the middle of a proper fight will have to clean up the mess once she rights the tables that Nora messed up. Which gives us ample time to shower off the worst of it," said Grace.

"Why?"

"If we make it look like we weren't there, then we reduce the risk of being dragged into clean up as punishment."

"I would ask how you know this, but I know for a fact you're the instigator in some of our more...memorable incidents," said Ozpin.

This wasn't the first time a spontaneous food fight started with Grace in the area, and it wouldn't be the last.

"Any chance we could reach the showers before mom busts us?" asked Grace.

"Try the ones closest to the lockers. She won't think to look there first," said Ozpin, sipping his coffee.

Translation: Get cleaned up and finish the student council paperwork before she busts you.

Ozpin was fine with a little mischief. It meant that things were never boring.

Grace and Penny washed off enough of the food mess and went straight to the student council rooms, where they got to work on the paperwork.

By the time Glynda finally let the others go from the massive clean up, they had made some major headway.

"You suck. How did you know she'd be there that fast?" said Yang, collapsing on the table.

Grace smirked.

"Not my first food fight."

Yang blinked, as did Weiss.

"Wait...you're telling us you've set off a food fight before?" said Weiss, shocked.

Grace smirked.

"I may act mature, but when my mischievous side kicks in, all bets are off. I learned early how long it took for the authority figures to show up by a few harmless pranks and how to avoid the fall out. Uncle Ozpin doesn't mind because my chaos has a habit of improving morale and it's harmless fun. Besides, Pyrrha totally started that fight."

"...She does have a point. Pyrrha did throw the first pie," said Ruby.

"What is the purpose of a food fight?" asked Penny, tilting her head.

"Recon and mock warfare," said Grace.

The others blinked.

"Really?" said Ruby.

"I did a lot of recon when I timed how long it took my mother to get to the cafeteria, as well as how everyone used the mock warfare to determine what their fighting styles were. For example, Mercury and Emerald are far too skilled to actually be students. I think they came to spy on the Academy and the best students of the other schools by coming in as students. The only reason I was able to hit them with condiments was because the intent was wrong and they weren't actually paying attention," said Grace.

"You sure don't like Emerald or Mercury," said Blake.

"I don't like Cinder either. Something about them seems off, and I don't like the vibe I get from any of them. Besides...a friend of mine was recently murdered, and those two were the last ones to enter his store."

Tusken was one of her best suppliers for children's books and was a main distributor of pamphlets explaining to children about faunus and why having a few extra appendages did not make them very different at all.

She had learned of his death, and had immediately hacked into the security cameras around the area to find out who killed him. Needless to say the second she recognized the people on the video, she went looking into their background stories.

She found more holes than Jaune's application forms into Beacon. It wasn't that their applications were as wonky as his...but more that they were too good and Grace wasn't afraid to ask her friends from before she was made an "official" student of Beacon to do some digging of her own.

And they came up with absolutely nothing. No one remembered the trio, including the people who they claimed had backed them.

More than that, when she went looking into the security videos of when her mother ran into Ruby during the Dust robbery, there was a figure that looked far too much like Cinder for it to be a coincidence.

"What if you're just being paranoid?" asked Yang.

"It's not paranoia if something is actually up. Why are the White Fang collecting all that Dust and not promoting Faunus equality like they claim? Why are they working with a human thief in the first place? Why would several of Ironwood's mechanical Paladins be stolen by the White Fang and no one know about it? It all reeks of a set up for something big and quite possibly unpleasant for everyone."

Everyone stared at Grace.

"I would say you're overreacting, but I agree something definitely doesn't add up. There are too many little pieces that don't fit," said Blake.

When Grace put it like that, it did reek of a major attack on Vale. The real question was how do they prepare for it without tipping off the major players that someone was on to them?

"So if there is an attack coming, what do we do to prepare?" asked Velvet, having caught the last bit.

"I can make a few minor changes no one will look twice at. If we know something big is coming, then we can make our own counter attack before they realize someone is on to them. The main thing we need to do is discreetly spread word not to let those three see what we can really do among those we can trust."

"What about me?" asked Penny, curious.

"Well if they want to attack and spread as much chaos as they can through Vale, what are the major target areas?" said Grace sensibly, having already thought this out.

"Hospitals, places to get weapons and armor, training facilities like Beacon or Signal..." listed Weiss.

"They've already hit the stores that supply things like Dust to hunters and huntresses, raising prices and limiting the supply in Vale," said Grace, writing it down on the board with a stylus-pen.

"They will likely use it in an attack to destroy it and keep it from enemy hands," supplied Penny. Grace shot her an approving look. She made a note of it on the side, because it was only logical to set the Dust off, thus causing more panic and damage AND keeping it from the hands of Hunters.

"They've infiltrated Beacon when the more talented and powerful hunters are in the area and not likely to have their guard up," said Blake.

"Which means they'll strike here the hardest if possible, or have simultaneous attacks," said Velvet.

"Or the trio was sent in to deal with us while the bulk of the main forces will attack the rest of Beacon," said Grace.

It was the best reason she could come up with for why three powerful fighters like Cinder, Mercury and Emerald would be sent in as students. They could discreetly take out the best fighters among the students and sabotage the teachers.

"Don't forget communication," added a voice only Grace would recognize.

"Who are you?" said Penny.

"Professor Black, Grace's personal teacher for her rather unique Semblance since it's been restricted among those not already in the know. I've lived through a war before, and one of the things they're going to target is communication."

Weiss immediately thought to the communication's tower in the town.

"They'll need to disable the towers."

"They won't blow it up, too early and the military will anticipate something bigger later."

"If they're really preparing for war, they could always disable it internally through a hack," offered Penny.

"Isn't there security measures for that sort of thing?" asked Ruby, hopelessly confused.

"There's always a bigger Grimm," quoted Grace. "And to be honest, I could hack the communications tower."

More to the point, she had hacked it once before by mistake right before she hit play on one of her favorite songs.

She hadn't known what it was she had gotten into until dinner when the news came on about a "mystery hacker" playing that song five times before it stopped just as suddenly as it began.

Ozpin never said anything but he still knew damn well it was her...

"So... we need to secure medical supplies, something to deal with the inevitable mobs trying to escape danger, stock up on Dust, and deal with a possible internal intrusion in the towers that will disable communications," summed up Regulus.

"We can deal with the medical supplies," said Blake and Velvet at the same time.

"How?" asked Yang.

"The orphanages. No one will expect there to be enough first aid kits and the professional kits to be in the orphanages. The same goes for the mobs," said Grace.

Everyone looked at her oddly.

"Paint. Children can get into places adults can't, and if something bad happens they can paint the way for the adults following. Green for safe, red for danger. If they see a cluster of Grimm in an area, they can splash paint, alerting anyone in the area. Simple, and easy to recognize for anyone panicking," said Grace.

The kids would love it, because who didn't love playing with paint?

"And the Dust?" asked Weiss.

"I can't speak for the rest of the hunters, but I have the Dust issue covered as well," said Grace. "No one will think twice about me buying in bulk, because I'm notorious for somehow losing my Dust cartridges soon after buying them."

"Yeah...or we could exploit Weiss' father without him finding out," said Blake darkly.

"How?" demanded Weiss.

"Tell him you need some extra supplies to experiment with, or to show up a faunus. His hatred of us might be enough to get him not to ask why you need it," deadpanned Velvet.

"No. I would like to avoid a reputation that I hate faunus as much as he does if the operator happened to share that detail," said Weiss without hesitation.

"Well there is one option, but I really don't want it getting back to me. Uncle Ozpin barely let me get away that one time I did it by accident..." said Grace sheepishly.

Regulus sighed.

"Or you could place a large order, make it look like it was fully paid for, and I'll deliver the massive stash of Dust someplace we can easily get to if Beacon is attacked and we're forced to leave," he said flatly.

"Well whatever we do, it has to be done before the Vytal festival. It's a safe bet that's when they'll hit. There will be plenty of people, everyone will be thinking of the festival and be completely unprepared for an attack," said Grace.

Penny couldn't help but wonder if she should warn Ironwood. Except her programming also reminded her she had no idea who was compromised if they were right. He might discuss it with someone over the tower communications and accidentally alert the Enemy.

Grace had the right idea for something like this. A counter attack worked best when keeping things quiet, close to chest and done discreetly enough that the Enemy didn't know you were on to them.

She would keep her silence until the situation demanded that she tell her "father".