A/N: Well, those first 10 Chapters could be considered Act I. It helped introduce the characters, the world of Atlas, the overarching plot threads, the main one being, of course, Atlas's greatest weapon and greatest mistake.

I have a general plan for this story, but I do sort of play it by ear as I write. There is an ending; there is a goal, but not everything is fully planned out.

Personally, I feel that I rushed the last chapter, to the point I even mentioned how Pluto's exposition was a little rushed in the very story, but the thing is since you've had more POVs than Weiss, you already knew everything Pluto and Flynt was going to say. Why repeat myself? At least, not repeat too many details. I kind of just wanted to let out the pseudo-epilogue of the first of the story's main Climax.

How long will this story be? Since I don't assume to extend it beyond the confrontations Weiss will have in Atlas, it shouldn't be too long. Weiss inevitably belongs with RWBY, and she will team up with them to stop Salem, and I wouldn't have it any other way, however, this story is how Weiss deals with Atlas, and what events lead to her growth as well to wielding the strength necessary to fight these more eldritch foes.

Ruby will always be the main hero of RWBY, but basically, Weiss vs. Atlas is what would happen if Weiss was forced into a position to take inspiration from the hero. Ciel is the leader of her temporary team, indeed Weiss would never really be a good leader, but this story is Weiss's story. While whatever Volume 4 will put her through might be less complicated and… Ultron-y… we can expect Weiss to express her newfound independence and sense of justice and duty, and I hope with this story to provide that sense.

I'm not even a big Weiss fan. (I don't hate her character, I just don't love her as much as some writers of other Weiss-centered fics do) however, with how she was left at the end of Volume 3, I knew that her story might be the most interesting and most flexible to explore, so I decided to make this my premiere RWBY story.

This is a REALLY long author's note, I just felt that, after the basic end of Act 1, now it would be a good time to enlighten you as to how I THINK of this story.

As usual, I don't own RWBY, that goes to Rooster Teeth, with its conception to the late Monty Oum.


Behemoth was an ironically named small village near the capital of Atlas. Every single inhabitant knew each other by name, and everyone was friendly… well, as long as he or she didn't have animal appendages. The main downtown was quaint and only really consisted of three roads: Main Street, Dust Drive, and Behemoth Street. Everyone lived living simple yet rather uneducated lives at the basin of the largest and tallest mountain range in Atlas, hence the seemingly odd name, and while "happiness" was not necessarily guaranteed, there were very few homeless, and everyone knew one another. It was a friendly if slightly archaic place to live.

There was a clothes shop on Main Street. Not only did it provide casual wear, but it provided armor, storage clothing for bullets and whatnot, and a variety of huntsmen friendly gear. Its name, "Lethal Linens," stood proudly on Main Street: boasting killer style and killer utility. Almost all hip clothing stores in the Atlas capital were expensive, but in Behemoth, one could get things reasonably priced if one was willing to make the trip. Lethal Linens was where all the cool kids attending school at Behemoth went to, and where almost all the not-that-rich Atlas students went to. The place was well stocked and the staff was very well mannered. The only thing that wasn't considered inviting was the No Faunus Allowed sign posted at the front of the door.

Mrs. Apricot manned the check-out counter. It was late at night, and they would close within an hour. She didn't mind. She may be an old woman, but she was always a night owl, preferring the serene calm that was night than the bustling brightness of the day. She spent all of her life in Atlas, and she made her living in office jobs, but when she retired, she grew restless. She now took a low-skilled service job at Lethal Linens, were she just checked out clothes. She didn't need the money that much, but it kept her busy, and the clientele was varied. From average clothes-buyers, to huntsmen in training, to….

A gigantic, 8 foot tall man who dwarfed her average height self in comparison.

Mrs. Apricot had seen many impressive warriors, and while this person didn't seem to burden the weight of many ages of battle on his countenance, his sheer size and bulkiness made him an impressive specimen. Not one that made her swoon for her younger days to flirt with such dangerous men, but one that demanded respect with no context whatsoever.

He wore a long sleeve polo, with an oversized vest. His standard jeans were enveloped by incredibly large boots that looked more like fuel cannistars than footwear. His dark gray hair was a mess, yet somehow a ponytail stuck from it all, not helping his hairdo in orderliness. However, what was most noticeable were the piercing, albino eyes, the only black parts being the border of the iris and the pupil. He seemed incredibly intimidating, despite his juvenile outfit.

Yet he looked at Mrs. Apricot with kindness, an almost professional smile gracing his lips. "Greetings," the guest stated, "I am… uh… making a trip, and I wish simply to look more professional in the clothing department, I find…." He motioned to his full self, "almost juvenile."

"Oh," Mrs. Apricot began, "I'm not fully in tune with the styles of people your age, but I assure you we got what you're looking for…. At least I hope. Your… size is quite exceptional, sir."

"I can imagine," the man nodded, smile still on his face. "I can only hope that the company you order from considers us… large individuals."

"Oh, they most certainly do! Check the 'Big and Tall' section! Hopefully you'll find something to your fancy. Not as much variety but…"

"It will do." The man said, still smiling cordially at Mrs. Apricot. "May I know your name, Miss or Missus, I may need your assistance later…"

"Abigail Apricot, deary. My friends call me Abby!" The old woman smiled, rarely had one of the many huntsmen who gone to this establishment gave her the time of day.

"Nickel," the large man stated, extending his hand. Mrs. Apricot shook it and noticed the incredibly cold and strong grip the man possessed. "Nickel Polendina. It is a pleasure to meet you!" The smile was friendly, yet from the contact and general disposition there was a coldness the man wielded with him. It would be impolite to point that out, however, as Mrs. Apricot returned the smile fully.

While she had a terrible memory, it was a reason she worked the counter and not in assistance, she couldn't help but think one aspect of the giant's name to be familiar. Well, names were names, and some shared the same. She probably just met another Nickel earlier down the road in her life.

She sat at the counter, peacefully watching the doors and the sparse amount of customers she had. A group of three recently entered, giving her an acknowledging nod, but not attempting to make conversation. She nodded as the three perused the store, some even entering the more reclusive corners of the outlet. She shrugged it off as she peacefully watched the people stalking the aisles, looking for the perfect outfits.

The giant named Nickel was politely milling about, checking things off of hangers and comparing them to the proportions of his body. After a couple of trips to the changing room, he came out with a new outfit.

In spite of his lower body remaining the same (Mrs. Apricot assumed there wasn't much you could do with those overly large boots, which were clearly his weapons) he now wore a much more intimidating uniform. He had a long-sleeve light grey dress shirt, and a black combat vest, lined with pockets to store ammunitions and other necessities a huntsman would need. He also covered himself with a thick, and possibly warm, black cloak. The dark hood drooped over his face, and exaggerated the albino eyes and complimented his dark grey hair. The long cape part of the cloak was long enough to loom over his entire body, while also offering pockets for the man to stick his hands within. It provided a nice dichotomy with the paleness of his bare hands and light greyness of his shirt.

While far from the epitome of style, he looked intimidating.

"This outfit should be fine, I understand I owe you… 450 lien?"

After checking the tags he brought forth, Mrs. Apricot nodded, "yes indeed."

Expecting a credit card, or maybe some cash, Mrs. Apricot was confused when all Nickel did was blankly look into the distance. He then lowered his face and gave her a smile. "Check your bank account, Abby."

Mrs. Apricot, confused, looked into her bank account and saw that the value had increased by 1,000 Lien.

"Wha-… how?" She looked at the mysterious giant, who simply gave her a friendly smile.

"Feel free to pay for my purchase… or just pocket the money, it means nothing to me." He then leaned along the counter, "by the way, I'm curious. Why aren't faunus allowed in this establishment?"

Mrs. Apricot felt herself freeze right there. Oh Oum, I hate this political debate! She hated talking about faunus rights. She knew a couple of them growing up, but her family always taught her to think less of them. As much as she knew it was wrong, it was hard to let go of the ingrained instincts she was taught as a child, to no longer view them simply as bipedal vermin.

Besides, it was her boss who instigated the rules, not her.

"The… uh.. owner of the store has low trust or respect for the faunus. I just work here…" A thought then crossed her mind, "are you… a faunus?"

The giant laughed, "no… no I am not. But three of your patrons are… and they aren't shopping for clothes."

Mrs. Apricot's mouth gaped as she, paranoid, combed through her establishment, looking for the signs outside of hidden appendages of the more animalistic member of the homosapien species. How did the man know..? Could she even trust him?

"All right," the man exclaimed, before Mrs. Apricot could examine further, "listen, White Fang members, I know you're here. If you wish to live, and experience little to no pain, show yourselves to me. I have some questions I wish to ask." None of the patrons answered, their eyes dumbfounded and glued to the tall, loud-mouthed speaker.

"You know, not only do I know you're here, I know who you are. Stop hiding fruitlessly, I've already disarmed your pathetic bomb."

The patrons in the store started talking amongst themselves in panic. Even Mrs. Apricot, a rather care free old woman, felt panic within her mind.

"SILENCE!"

The man who called himself Nickel echoed his voice throughout the store. "I needn't hear your panic… Those who are innocent, are safe… as I said, I already disabled the bomb." The murmurs started to quiet down, "let me just introduce myself to…"

Three men then jumped within the store, brandishing weapons. While there were no animal appendages on them, Mrs. Apricot saw the telltale signs of a faunus disguise. Headwear that could potentialy cover animal ears, and large coats that could hide tails. She looked at the intruders with disgust. If what Nickel said was true… they would've blown up the store with her inside!

Wait… how did Nickel know they were there?

Suddenly, their weapons bent and broke within their hands. The three looked amongst each other, dumbfounded, as the giant walked towards them.

"If you don't mind," he said, his voice deep and gravely calm, "I wish to speak with you three. Come outside."


Weiss woke up with arms wrapped around her stomach. The mattress she lay in was frim and itchy, quite unlike the ones at the Schnee Estate. Was she back at Beacon? Had the last month and a half simply been a bad dream?... They were still in the tournament, Prryha was alive, and Beacon was standing?

But why would there be arms around her? None of her team-mates dared to invade her personal space: even Ruby! Heck! Ruby, during the Battle of Beacon, simply grasped her hands: she wasn't one to disrespect the heiress's personal space.

She turned around to see Neon snuggling next to her. Weiss was about to shriek, but she covered her mouth. Neon was sleeping (and purring?) peacefully, and while Weiss valued her dignity, she also valued others sleep. She knew what it was like, to lose sleep, to be restless… to have nightmares that would constantly interrupt. Peaceful sleep was a luxury she was unwilling to steal from someone else.

She instead opted to stealthily relieve herself from Neon's grasp. She softly shuffled and maneuvered through the cat faunus's grip and allowed herself to sit up from the bed. She believed she successfully contorted her body without awakening her friend…

"Salutations Weiss-girl! Did you rest well?"

Weiss groaned as she forgot Penny… Prime(?) was in the room. Neon shuffled in the bed, her sleeping form clearly realizing her snuggle buddy was gone, but the faunus did not awake. Weiss sighed in relief, "Penny, don't you need to… recharge or something?"

"Negative, girlfriend! Well, yes, but not as of this moment! I thought, considering that all of you were passed out, and now that we were a team, I would keep watch!"

"Uh… thanks. We are in a hospital, though." Weiss said incredulously.

"And Pandora had more security than this building, I cannot take that chance to risk my new friends and team-mates!"

Friends? Weiss knew that Penny, at least her base A.I., was designed to be overly friendly and wanting to be of help. However, Penny considered Weiss a friend? They had barely interacted, and apparently their first interaction was her wasted in the back of Dr. Glass's limo. Even if you counted Weiss's interactions with the original Penny it still wouldn't add up to much.

Why does everyone just jump at me wanting to be my friend? What did I do to deserve this? Ruby, Jaune, Neon, Flynt, and now Penny Prime. Weiss wondered if she just looked like someone who needed love… ugh! She would hate that! She didn't need anyone's pity!

Well… was Penny Prime even capable of having the type of pity that made one want to make friends? This whole aura and machine business confused Weiss to no end. Even if she read those papers around a month ago, there was so much jargon she didn't understand even the simplest of the mechanisms, she would have to ask Dr. Polendina….

….oh,yeah.

Weiss shuddered. She didn't know the doctor well enough to truly mourn, but it was another life that she failed to save: an aura-less, portly, balding bearded man who just wanted a family… in the form of aura-wielding huntsmen robots.

She's heard of weirder things. She wouldn't be surprised if Ruby wanted to marry Crescent Rose.

"You seem to be thinking a lot! Are you thinking about the mission last night? Or are you thinking of the mission we are about to take?"

Weiss's attention returned to Penny, whose face now broadcasted… worry? What would "blue-with-eyebrows-forming-a-tent-while-all-other-features-remained-neutral" be called in emoji?

"Just…" Weiss said quietly, trying to keep Neon asleep, "a lot has been going on, you know?"

"I can imagine! From what I've heard from Neon and Flynt, there is a lot of pressure on you!"

"Wait…" Weiss looked at the still-faced robot, "they talk about me?"

"Well, I was only with them as they talked about everything that was happening before Flynt asked the nurse to let you two in. They didn't seem to mind me listening. They said that you… well… that they needed to be there for you."

Weiss looked at the sleeping Neon and looked over and saw the snoozing Flynt. They didn't seem to have woken up, in spite of Penny's failure to talk in any form of whisper…. "Why did they say that?"

"Because you are separated from your team. Without them, you are effectively alone."

Weiss felt her throat practically choke itself, refusing to release any form of reply. It was true. She had Winter but she was busy, and her father… she would prefer her distance.

Flynt and Neon were the only people Weiss could consistently rely on now. She didn't have any friends from her previous school, since she was privately taught in combat and academics by personal tutors. Her team-mates from Beacon, along with her outlier friends, were dust strewn in the wind.

All she had now was Flynt and Neon… and they seemed to acknowledge it. Was she… a chore? A duty? Did they just take pity on her and take her under their wing? What would happen when the rest of their team come to Atlas when school was to start, would she just be left by the wayside?

"So… they look after me because they pity me?"

"They look after you because they care for you. They were there, too, you know? Even if they didn't lose as much."

Weiss looked and saw that same pixelated expression on Penny's screen-face. "And I will look after you too! We are now team-mates, yes?"

Weiss blinked… yes… technically she was on another team… CWPK. Could she even think to replace her previous team with them? Probably not, but it was a team…. Even if they were called "Cupcake."

"I… guess we are, aren't we?" Weiss said, her dejection apparent in her voice. She wanted to feel connected with her new team-mates for a new mission, but she couldn't. Her team was Team RWBY, and not a single other person could change that. Agreed, their team would only have lasted 4 years… if Beacon didn't fall, but Weiss always felt that it would be them: the four of them, taking on criminals, Grimm, and… whatever that Cinder lady was. But they weren't here.

But Neon was here. Penny was here… kind of. She could either dwell on what she did not have.

Or embrace what she currently did.

"Do you wish to change your clothes? You are still in your Gala dress!"

Weiss looked down and realized, for the second night in a row, she didn't fall asleep in traditional nightwear.

"Er… yes, actually," Weiss responded. A hatch opened up in Penny's body as she revealed Weiss's traditional outfit. Weiss was stunned.

"How did you get that?"

"Considering that the mission might lead us to staying the night somewhere, I speedily snuck off to your closet while your sister was talking to you. I got a change of clothes for everyone! Though I'm not sure if Flynt or Neon will be happy with what I selected." A frowny face appeared on Penny's monitor. "Then again since Flynt is staying in the hospital he'll just stick to the gown until he can leave!" A smiley face returned to the monitor. "Anyway, the bathroom is over there. There is plenty of room to change!"

Weiss nodded as she tip-toed her way into the bathroom. Penny may be loud but she was going to be graceful and quiet!

While she changed, her thoughts drifted to all the other thoughts that have swirled within her mind. No matter how much she tried to move on from them they kept coming back.

Yet one person swam in her mind the most. Pyrrha. Indeed, it made sense, her aura was now grafted on something she was going to try to hunt down, yet it wasn't only that. Last night, she was asked to describe Pyrrha: to describe a deceased old friend.

Yet… she really just sort of spouted off what she could reasonably estimate, rather than know. Pyrrha and she rarely hung out, at least not in the company of each other's teams. The only time Pyrrha seemed to linger around her was when…. Jaune was lingering around her.

The crush was obvious, at least in her eyes, but not in the dunce's. However, maybe it was more than that… maybe Jaune just refused to imagine that someone like Pyrrha liked her without him having to prove himself. Maybe he just went after Weiss because… well… her rejections were expected, but also safe. If Jaune overstepped his bounds with his own partner, well…. Awkward.

But that was the thing, when Weiss thought of Pyrrha, other than her tragic death, it was whether it was her relationship with Jaune, or with her prowess in battle. She grafted her theories from those two facts, the fact that she crushed on the person who never heard of her, and seemed incredibly pleased when that same boy became a leader, that she never lost a battle and that she overused her semblance to the point that Penny was destroyed. There was a muted pride within her, one that pushed her into a death trap as she sent the boy of her dreams in a locker.

However, in terms of personally interacting with the girl Weiss was never close with her. Pyrrha just kept to herself in most cases, or hovered by Jaune. They would have a nice conversation every once in a while, but in the end, they were never personally close.

And here she was, expected to be the "Pyrrha Expert," as they track down a crazy robot who happens to have her aura by some… mad science mumbo-jumbo.

She'll eventually just have to tell them that they were never close.

And the fact that they never could be just made her passing all the more tragic.

As she emerged, Neon and Flynt were still sound asleep with Penny keeping watch. Penny's face shifted from "pensive" to "happy" and she strode over to the now more comfortably dressed Weiss. "Would you like to walk with me, team-mate?"

"Huh?" Weiss had just awoken, she thought she didn't hear Penny properly.

"Do you wish to walk around the hospital and… get acquainted? If we are to work together, it is best to get to know each other!"

Weiss nodded,"…o…kay." In another time she would have made fun of such a brazen attempt to become her friend… but this wasn't another time. She looked at the sleeping team-mates, and back at the beaming Penny. "Let's do that."

The two started walking through the hallways. There wasn't really anything to look at; the building was traditional and practical as a hospital. Anything that would be considered interesting were covered humbly by a curtain on the door window, probably to hide the grotesqueries of injury and ailment. Weiss decided to consider her walking companion: she was never close to the original Penny, however, she had a chance with this one.

"How… how close do you feel to Flynt? Personality wise, I mean." Weiss asked, turning to her robotic companion. The TV screen looked up at the ceiling in thought, as her humanoid hand cupped the bottom edge of her "face," as if she was trying to stroke a chin.

"I mean, it's more than my almost instinctual desire to speak in colloquialisms… It's interesting, actually. Flynt, from what I see, tries to act calm, controlled, and 'cool,' to showcase control and express his own confidence. I simply feel that urge, but for different reasons. I feel like acting 'cool,' to prove I'm a person."

Weiss remained silent, allowing the robot to introspect, "I am me, my own self. The A.I. that was produced to make me still holds predominance, but it's the aura that allows me to feel. The emotions, the motivation… the hopes, they stem from Flynt's aura, not my programming.

"So… I am not Flynt, but it's like… Flynt is a motivation: A spiritual inspiration as to how to live my life, and how to feed my soul. My programming has a singular claim and desire: to serve. I wish to be of the most help I can to the people who ask things of me! I want people's lives to be easier! I want to make people happy! I want to improve Atlas and help it grow! However, where my mind grants me wants, my soul grants me needs… and they are likely similar to Flynt's needs."

Weiss did not expect such introspection to be possible by a simple service A.I. paired up with the admittedly impulsive Flynt, but apparently, robots could think too.

"Hmm," was the only response Weiss could think of; she hoped it sounded a lot more thoughtful than it truly was.

"So… how close were you and Pyrrha?" Penny asked.

She was already thinking about this this morning, it was if she knew she was going to be asked this question. "I mean… not close. Not close at all." What was the point of sugar-coating things to a robot?

"Yet you seemed to give a thoughtful analysis on her yesterday."

"That's because I was able to observe her for a full year at Beacon." Weiss declared, her voice sharper than she intended, "she was the best student at Beacon. I had to understand it if I wanted to somehow surpass her. I paid attention to all her battles. Whenever she interacted with my team, I would pay close notice to her…. And the only thing I was better than her at was attracting blonde dunces…"

Penny seemed to make a laugh, "from what you say," the robot added, "I assume it wasn't desired."

"No, no it wasn't… unfortunately I guess I failed at making that clear enough for someone who couldn't notice the OBVIOUS crush of his partner!"

"How tragic, for her to die without truly making her feelings known."

Weiss sighed at the robotic observation, "or at least, not until it was too late to do anything about it… if there is anyone I feel bad about after that battle, it's Jaune. He didn't deserve to lose his partner."

"And you didn't deserve being separated from your team."

Weiss continued to be in awe at the observations of this rather simple robot. Was the original Penny this… sage?

"Is there like…."

"Empathy is one of Flynt's strong suits, not to be confused with his apparel, which are literally strong suits." Did Penny just make a pun? "I simply am trying to bond with you, is it working?" The TV screen showed a blue "hopeful(?)" look towards the heiress.

Weiss sighed and gave a weak smile, "it's working."

The face switched to a green smile, "sweet!" Penny exclaimed.

Weiss gave a quiet chuckle, her smile strengthening within her. "So," Penny decided to probe, "what does my relationship with Flynt deduce for Nickel and Pyrrha?"

"Probably that if that blonde dunce showed his face around him, he would find an uncontrollable urge to defend him and train him…" Penny started laughing, "sadly, I don't know where he is right now."

"Well, how will he react to you?" Penny asked.

"I was the one who attracted her boy-toy away from her."

"So he'll try to murder you first?"

"Probably."

The entire morbid conversation was riddled with small guffaws. Weiss chuckled with every short breath as Penny provided a steady stream of joy-riddled snickering. They found themselves in front of a large window, showing the massive expansion of tundra that Atlas provided, under the gently fallen snow.

"In all seriousness," Weiss said, reigning control of herself in respect to their dire circumstances, "I don't know much about Pyrrha except from what I could surmise observing her, and what I think I saw, disturbs me."

"What do you mean?"

Weiss turned to the robot, "what is it that Pyrrha needed? If that's the main relationship between you and your auras, then… well… it will be the best way to predict his next move. But what does Nickel want, and what does Pyrrha need?"

"Nickel's part is simple," Penny added, "I interacted with his A.I. on a routine basis, when Dr. Polendina made him do odd jobs, interacting with me because he couldn't stand my voice. All Nickel wants is to 'protect humanity' from 'all possible threats to it,' he will stop at nothing towards that goal. The odds of the aura overwriting THAT are incredibly slim."

"And…" Weiss stated, thinking about what she observed in the Mistrali champion, "Pyrrha needed to be in control. She needed her leader to love her. She needed to win every battle… She needed to feel important."

"And what a dangerous need that is." Penny mused.

"Indeed."


When Winter heard that Weiss decided to stay the night to accompany an injured friend, she did not fret about it. Even if it were those two rapscallions who got her drunk, keeping the company of an injured team-mate was a very respectful thing for a huntress to do, unless there was immediate duty to perform.

She didn't expect the mission to Pandora to go entirely without a hitch; otherwise worrying for her sister would have been incredibly misinformed and stupid. However, upon relaxing, she had faith in Weiss's survival instincts and skill. Besides, it wasn't supposed to be major.

Then the news reports started coming in, stating how the entire facility had to be evacuated and parts of it needed to be rebuilt. The Grimm presence was strong, and even if they were fought back it was still massive. It was a major event, with casualties!

Dr. Polendina apparently died, and there were a couple of unidentified deaths. Someone was literally torn in half! What kind of Grimm would be able to do that? Clearly some alpha species snuck into the facility and caused mayhem! And Weiss was there! With only a single year of huntress training under her belt!

Winter was livid! It didn't matter whether Weiss was skilled enough or not, she was here in Atlas to recover! Being thrusted straight into the fray again after a short month was not acceptable for her mental health!

And if Winter was pissed, Father was…

"I'm going to find that short weasel of a man, take Kreigmeister, shove it…." Father seemed to instinctively murmur for a couple words, "…it would be considered kinky in Vacuo!"

"FATHER!" Winter chastised, "we don't know the full story!"

"I know enough! Where is Weiss?"

"Are you going to go to where she is, pick her up, and then make sure she doesn't leave the house?"

"I won't let her leave for danger, that's for sure! Now again, where is Weiss?"

"She's in the hospital, looking over a friend…" Winter sighed, he could find out in many other ways, no point in hiding it from him.

Father didn't bother saying anything else; he immediately walked out of the room, dialing his scroll for his personal driver.

Winter continued packing the essentials for her mission. While she would be accompanied by a well-stocked Atlesian vanguard unit, Winter always trusted herself more than other people. She was about to leave until her scroll vibrated, signifying a text from Weiss.

"Good luck on your mission Winter! Stay safe… I myself might be exploring Remnant soon, like you suggested."

Winter beamed at her sister, until it converted into a frown. What was that supposed to mean? She texted just that.

After a pause, her scroll vibrated again with the message, "I'm going to go on a mission as well, it seems… I'm not sure if I'm allowed to tell you or not the nature of it actually…. So I can finally say the word classified?"

Winter stood there, holding the scroll up to her eyes, feeling a blood vein throb in her forehead. Her left eye twitched uncontrollably.

"THAT'S NOT WHAT I MEANT IN 'EXPLORING REMNANT!'" She screamed vehemently towards the ceiling of the estate. After breathing in and out for a couple moments, the red from her face retreating back to her usual pale skin, she looked down to see the servant she asked to carry her bags to the convoy looking at her in sheer horror.

"Ahem," Winter corrected herself, "shall we proceed?" The servant nodded adamantly, as he hurriedly picked up Winter's bags and followed her to the Schnee lot, where her prescribed military convoy greeted her.


It was a disaster, an outright disaster. Cinder's lackey's failed, and with Cinder missing what was promised could not be attained.

At least, not without some selfish effort.

Beryl Simpson had spread out the Atlesian forces, the most powerful remaining specialists now proceeding to exit the kingdom. However, it was only a matter of time before those that remained, principally the Atlas school staff, uncovered her role. It was obvious, she handled the CCT, and how were the robots hacked? Simple signal that simply liberated their threat sensors, sent Vale-wide to all Atlesian robotic forces. A simple computer hacker could've done it, but Beryl had the resources, it's why they turned to her.

What was she offered in return? Beryl considered the white glove that was given as a parting gift from the mysterious woman. She was offered power beyond comprehension, and a place in the new world order that her boss intended to create. Beryl was no fool, and Cinder knew it. She had a cushy life and a cushy job for someone of her skill-set, but Beryl wisdom was also her downfall. She didn't care for morality, she cared for her self-preservation, so when someone representing some ancient power that was finally about to cast a stone and burn Remnant to the ground.

She wanted in.

The plan was simple, she was to use her hacking skills and knowledge of CCT systems to destroy Atlas's reputation with the robotic forces. Then, when Vale fell and Cinder emerged in her full power, they would come to Atlas, churn the fires of war, and let Atlas fall… and in desperation, for HER to come out of hiding. With the power of a Maiden and her lackeys, she would be easily decimated…

And Beryl's for the taking. The nerd from the CCT would become the Winter Maiden… the idea of it made her laugh.

But now, while Cinder "succeeded," she was missing, and her lackey's failed her. Indeed, she never met with them face to face, but with Emerald captured, there was only a matter of time before clues started to crop up in places she couldn't control. Oh she deleted all security footage of her dubious behavior, and hid all her correspondence with the enemy. She was practically unaccusable, but with Emerald now out of her grasp, there was something she couldn't manipulate… and Dr. Glass could make anyone crack, even if they weren't guilty of something.

Yet… there was something to come out of it. The fall of Atlas might be underway by something Mrs. Simpson didn't expect. She really wished she was the one who provided security measures, but Dr. Glass insisted on helping the private economy… also I don't think he wanted she or General Ironwood to have access to the tapes. If she had those she would've known about this "Nickel Unit," she heard from the scroll conversation between Ironwood and Glass at the Gala… and now it's on the run. THAT part hadn't been in the media reports, because why would you tell the public there was a gigantic murder machine with unknown motivations? It would just create panic…

Like the original plan.

Beryl couldn't leak the info herself, that would draw attention to her, and she already had to get going. It was only so long until eyes started to focus on her as to how the robots were hacked. She had to act; she already signed her contract with the devil, there was no time to turn now… she had to see this through to the end, whether Cinder or whoever she worked for was present or not.


Ciel sat in Dr. Glass's office, awaiting his arrival. His office on the Atlesian campus was rather humble for someone of his rank: it was a simple desk, a window with a view, and a couple chairs for people to sit before the massive armchair behind said desk. It was spacious enough to hold groups of people, but it wasn't awe inspiring. It was rather plain.

Ciel twiddled her thumbs… Dr. Glass was supposed to be here 15 minutes ago… and her team-mates 5 minutes ago. She was hoping to have a one on one with the scientist before her team showed up, but it turned out… she probably might still get that chance.

It still boggled her that she was being tasked in leading a team against an unknown enemy: An enemy of unknown goals and motivations, an enemy of immeasurable power, an enemy who couldn't even comfortably be called an enemy.

Not only was she leading a team, her team consisted of two huntresses in training, and a robot she couldn't even trust to take into battle, considering she saw firsthand what happens when polarity is enacted on a robot… in an aggressive sense.

Maybe they could trick it to tear itself apart?

The robot also made her uncomfortable: it was another Penny. Agreed, her personality was slightly different due to having another person's aura… but… that was just it.

Penny was almost a chance for redemption for her. She, a cold, calculative individual, understood the benefit that Dr. Glass's… experiment did for the benefit of Remnant. Her partner could not be saved, but this robot could be developed as Remnant's savior… if it weren't for Pyrrha Nikos, at least.

Yet Penny unknowingly gave her a chance to befriend her partner: and she failed, again. All Pomme wanted was a friend, at least, Penny's obsession over Ruby seemed to point to that end. If Ciel had only known…

No. She should not dwell on it. She wasn't some angsty teenage mess, she was Ciel damn Soleil, efficient, powerful, organized, controlled, and…

"Well! You look quite intense sitting there, sorry I'm late I had to… uh… set some things up for your first formal mission briefing!"

"Yes, about that…" Dr. Glass looked into Ciel's eyes as Ciel racked her brain for the best words to use, "why… are you enlisting… me and three inexperienced students to take on a dangerous on-the-run robot?" Could I have worded that better?

"Simple, you're our only choice!" What? "You see, you wrote your own patrol reports, and they are not the only ones that Ironwood and I have read through, so, through action, a lot of our highly trained specialists are already spread out across Atlas performing a variety of security tasks, to insure the safety and secure the 'might' of Atlas. Hell, we just sent those remaining off to Vale to try to set back up the CCT.

"We could hire freelance, but you know Ironwood, he wouldn't want news of this… robot problem of ours. He likes his secrets, so… yeah, you four. Congrats."

"Okay…" Ciel got it, kind of. "Can't you just…"

"The CCT mission is incredibly important to secure peace, if we set up communication across kingdoms again, we might be able to, as all of Remnant, pick up the pieces. As for calling off the missions for securing and monitoring potential war-time activity… not a chance in Hell."

Ciel sighed heavily, "there's no way to talk myself out of this, is there?"

"No, I am afraid not."

"Why can't you go after him?"

Dr. Glass sighed, "the same reason General Ironwood can't."

"Because of your duties here?"

The face Dr. Glass made seemed to state that wasn't the correct answer, despite the response, "yeah, let's go with that."

"But… since this team isn't really a school team, do we really…"

"You're name is CWPK, I like the name and you can't change my mind."

"We're a professional team doing a professional mission!"

"And what's so unprofessional about a Cupcake? Do you hate cupcakes?"

Ciel sighed as Dr. Glass had a shit-eating grin on his face.

"Sorry we're late," Weiss's voice came from behind Ciel, "someone slowed us down at breakfast." Ciel turned around to see Weiss give a chastising look at Neon.

"Personally, I found the bonding experience quite exhilarating!" Penny exclaimed before Neon could explain herself.

"Listen," Dr. Glass stood up and, even though he was short, attempted to give a commanding presence to the room, "I bet it's an interesting story, but let's get down to it. Your mission, secure the Nickel unit, dead or alive."

Ciel nodded as her team…. Huh, her team, it felt weird to have one again even if it had been such a short time... took seats as well, as Dr. Glass placed his scroll on his desk, revealing a massive 3D schematic of the Nickel unit.

Ciel had not seen the design before, and she was astounded. That bastard… ahem language…. MACHINE was huge! 8 feet tall, broad shouldered and properly proportioned so it still maintained a human appearance in spite of its inhuman size.

Neon whistled, and stopped, "Flynt had to fight THAT? And WE have to fight that?"

"Fighting it may not be necessary," Dr. Glass stated, "but… that may be unlikely. We aren't sure what Nickel intends to do with his newfound free-will. He might actually be aiming to do good, the only casualty that looked intentionally destroyed by him was someone identified as 'Mercury Black.'"

"Mercury is dead?" Weiss exclaimed, causing Ciel to jump. Mercury… Mercury… oh yeah, the guy who had his legs broken… wait what was he doing in Pandora?

"Yep, and in a gruesome fashion to, guess you don't bring metal legs to a polarity fight."

"METAL LEGS?" Weiss's voice was starting to get on Ciel's nerves as she continued to prove that Weiss could scream shriller.

Dr. Glass sighed, "Mercury isn't important Weiss, and before you ask… yes, Emerald was there too, and she's now in custody, can I please continue?"

Weiss looked like she was about to scream again, before she caught herself and nodded.

"Now, it's best you understand exactly what Nickel is capable of, at least in terms of how we understand it. The Nickel unit is a massive, 8 foot tall humanoid war machine equipped with state-of-the-art huntsmen inspired weaponry. " He pointed at the arms, "within his arms are four collapsible shields, two for each arm. He can equip them speedily, and throw them like discuses. The shields also function as the baseline for rotating blades that function the same way as a buzz-saw, making them not only great defensive tools, but also a grisly offensive tool. While it was originally programmed to simply have an attraction to his arm, so that he could easily call them back after throwing them…. With polarity…. Expect more, versatility."

Everyone glumly nodded, as Ciel simply sat at attention.

"Those boots that look more like rocket fuel canisters, recycled from the failed space program?... Yeah… They are. Similar to Weiss's rapier," Dr. Glass motioned to the heiress, "the boots have a rotating chamber filled with a variety of dust, practically every common combat applicable form there is, and stored within massive quantities. They are efficient, not using too much of the crystal while creating a torrent of dust infused energy, and if that isn't enough, there is a system within the boots that try to recreate the natural dust formation process as we understand it… It's horribly slow, he'll still need to stock up on dust at times… but it makes his supply of dust all the larger.

"His vital areas are in his chest and in his head. His head is where the main A.I. has been installed, and in his chest is his… mock-soul. It's that combination of dust and materials that allows the machine to sustain the aura. Kill the chest, he loses the aura. Kill the head, Nickel is dead.

"However, if you can get past his aura, his skin is incredibly durable. You won't be able to just go for a simple arrow through the chest or decapitation…. He can withstand up to crazy temperatures, both on the cold and hot scale, and is entirely immune to electric attacks. Wearing down his skin will be as difficult as wearing down the aura if not more-so. However, without the aura he wouldn't have access to polarity, which increases your options and even allows Penny to enter the fray without any immediate danger to her."

"I'M COMBAT READY!" Ciel shuddered at the familiar screaming beside her.

"Yes you are Penny," Dr. Glass continued, "however, that brings up my next point, and the scariest point. Using a semblance puts stress on your body, correct?" Everyone but Penny nodded, "except for Penny, because her body isn't organic, it's mechanical… it doesn't feel fatigue."

Ciel then realized where Dr. Glass was going with this, "so…"

"Nickel can use Polarity with no limitations. The only limit is how strong the aura is… Pyrrha might have been able to… tear apart a robot with effort, but Nickel doesn't need even effort to do that. And with that, we could see just how powerful Pyrrha's semblance really is… what it's capable of."

"So…." Neon decided to state, "what you're saying is we're doomed!"

"I wouldn't say that…." Dr. Glass reached underneath his desk and pulled out some roller skates… "your weapon has no metal in it, neither does your combat gear, and now…. Neither do your skates. Behold! Metal free roller blades, from Dr. Glass industries!"

Neon looked at the skates and squeed at the idea of a new toy.

"Ciel, your weapon is pure energy. The only metal thing is the grip, but you are skilled enough in hand to hand combat and gymnastics, that I can imagine you can work with minimal weapon manipulation, especially if you can aim the swinging ball."

Ciel smiled at the praise, "you know I can sir."

"And Weiss!" Dr. Glass pointed at the heiress, "your weapon… is metal. However, you can attack from a distance with Glyph's acting as support! Not the most heroic of roles, but you don't seem like the head-first hero type to me anyway. Just pelt dust from a distance and use your Glyphs to support Ciel and Neon!"

Weiss gave an affirmative nod.

"And Penny…. Well, she could get torn apart. But in terms of researching and finding data, and coming in when you drain his aura down… well, trust me, Penny can and will be useful."

"Yes! I will help!"

"So… I understand I am asking a lot of you, especially since this Nickel unit is basically Atlas's own mistake, but…" Dr. Glass paused, "will you four please do this mission!"

"We will sir!" Ciel exclaimed, not looking for approval in her "team-mates."

"Good," Dr. Glass stated, "now, here's the fun part. I'm not just going to drop you off in the wilderness as you search for a large metallic needle in an even larger snowy haystack, you will live here in Atlas as we try to find activity that could lead us to the runaway robot. So…. Uh… I have other things to do, so dismissed! I guess? I don't really… do the military here."

"Wait!" Weiss exclaimed, "what about my father? He won't be pleased to having me live away from home… and doing a dangerous mission."

Dr. Glass gave an almost evil smile, "leave that to me Weiss… leave that to me…"


Nickel found himself at the campsite, mildly impressed. There was a work ethic, an intoxicating fervor of determination, filled to the brim with goals that extended beyond themselves, but not for some idea held by a higher power. It was their desires, in a large scale.

Most of his life… as in, all of his life until yesterday, he saw the White Fang as a disgusting enemy, something that should be wiped off the planet, now…

He saw them as some of the few honest organizations remaining in Remnant.

Still, it didn't change the fact that they were horribly misguided, but if he could convince them to witness a bigger picture, to extend their hatred beyond faunus-hood and into humanity, to fight for an equal world, not just for faunus and humans, but between those that can defend themselves, and those that can't.

The meek shall not inherit the earth, but they will share it without fear.

He walked up to the largest tent, ignoring all the eyes that went his way. They were combing him for animal appendages, he could tell. Everyone seemed to want to draw their weapons, yet his "entourage" of three recognized white fang members prevented it. Maybe he was a prisoner… who was large and wasn't cuffed or anything. Nickel almost found their looks numerous… but he couldn't help but find them slightly annoying.

One of the three went into the tent, and a colorful yet muffled dialogue ensued. Nickel stood patiently, waiting for permission to come in. His black cloak flapping in the moderate breeze that blew across the wilderness.

After some time, a large, tattooed wolf faunus, his entire face hidden with a mask, walked out: a chainsaw in one of his arms. His entourage member scooted out meekly, running off somewhere, as Nickel's other two followers dispersed.

"I have no desire to negotiate with a human. Give me a good reason why I shouldn't kill you right now."

"I am not human," was Nickel's simple reply.

"Bullshit!" The faunus exclaimed, "listen, the reason we separated from Adam Taurus was because he made some stupid deal with a human… that lost many of our brothers in some non-descript train tunnel… I don't intend to make my former leader's same mistake."

Nickel nodded. That explained why they weren't as many of them as was estimated. "What brought you to Atlas, of all places?"

"HAH!" The faunus snorted, "the paragon of faunus discrimination? Why didn't we come here sooner? All Adam wanted was to target trains and populated areas… While here, we may kill less, but our kills are more important!"

"Indeed, but, from what I've gathered, you haven't had that many successes…"

"We're focusing on recruiting, we're making a tour of the many faunus-inhabited minding towns, and we will gain our former strength from there." The man then started revving the chainsaw, "are you here just for a little Q&A? Or do you want something."

"I do want something, sir… uh… what's your name."

"I don't have a name anymore. I am simply called Bane."

"Well, Bane, I wish… for a partnership: to help bring faunus-kind and humankind together, and unite them against a common enemy."

"You sound like the White Fangs old leader," scoffed Bane, his chainsaw starting to rev, "and here's the thing, I am not going to make some deal, with some fat, stinking, HUMAN!" He swung the chainsaw at Nickel.

Nickel grabbed the revving chainsaw with his hand, letting it grate over his metallic skin. While Nickel couldn't see through the mask, he assumed his eyes went wide with shock.

"As I said, I am not a human. Humans bleed."

Using polarity, he yanked the chainsaw away from Bane, and used his free hand to deck the wolf faunus in the face. While the aura protected him, the sheer force caused him to cough red onto the snow.

"And so do you."

The mask fell off, revealing a heavily scarred and battle-worn face, seething with anger. He snarled got back up, and lunged at him.

Only to be caught with little effort, similar to what he did with Emerald. He lifted him up by the throat, his feet dangling helplessly as he pulled him to eye level.

"Do not make yourself a martyr; it's a pity when one's greatest achievement in life is dying."

Bane gagged, yet hurriedly nodded, prompting Nickel to let him go.

"Fucking…. Shit!" Bane exclaimed, catching his breath as he scurried back onto his feet. "What… what the hell are you?"

"Change, Bane. I am the change that this world has needed for years. Let me allow you to be a part of that."

"And what does that entail?" A soft, womanly voice came from the large tent.

Bane went bug-eyed, and Nickel couldn't help but be curious. "Is that your lover, Bane?"

A soft laugh came from the tent, "he wishes! Come in… whatever you are."

Nickel walked towards the tent, bending down through the entryway and standing before a small woman, face veiled in white, as an elegant white dress covered her body completely. Meek sheep ears poked through her silver hair, which wound around her plain dress, adding color and beauty to its simple design.

Scanning her aura, Nickel recognized immense power…. He knew what he was looking at.

"I'm curious. What's the Winter Maiden doing with the White Fang?"


A/N: Another question is whether Salem will appear in this fic. Salem EXISTS in the realm of this fic, and that existence will be acknowledged. However, Salem is someone whom Team RWBY needs to take care of… as much as I love Cupcakes.

Beryl Simpson is the mole! Is anyone surprised? No? However, hope you enjoyed the introduction of the WINTER MAIDEN, who is a Sheep Faunus… Why IS she with the White Fang? And if she is… why haven't they won yet?

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