Chapter 9

A gargantuan airship touched down on the landing pads of Beacon, Bullhead transports swarming around it like flies.

"Ironwood certainly loves bringing his work wherever he travels." Glynda Goodwitch remarked, pushing her glasses up. She was standing next to Ozpin as they observed the spectacle below from a large window in the headmaster's office.

"Well, running an academy and a military makes him a busy man." Three more Bullheads flew in. "But yes, those are a bit of an eyesore." A chirping alarm suddenly sounded behind him. Ozpin turned to see a hologram reading "Access Requested" projected over his desk. "Come in."

The metal doors slid open and an imposing- looking figure walked in. He wore a white overcoat with a gray undercoat, black sweater, a red tie, and a white glove on his right hand. His white suit pants were tucked into silver boots accented in gray. He gave the impression of a seasoned warrior, his movements controlled and exact. "Ozpin!" He greeted cordially.

Ozpin straightened up. "Hello, General."

"Please, drop the formalities." The two headmasters shook hands warmly. "It's been too long. And Glynda! It has certainly been too long since we last met."

"Oh, James!" Goodwitch waved personably before dropping all pleasantries. "I'll be outside."

"Well, she hasn't changed a bit." Ironwood deadpanned as Glynda left the room.

As Ozpin speaks, the camera shifts and Glynda can be seen from behind Ozpin and Ironwood as she exits the room.

Ozpin turned to his desk. "So, what in the world has brought you all the way down from Atlas?" He picked up a mug and a kettle, pouring as he spoke. "Headmasters don't typically travel with their students for the Vytal Festival." He turned and offered the cup to Ironwood.

The mug changed hands. Ironwood produced a small canteen from his coat pocket and poured the contents into it. "Well, you know how much I love Vale this time of year. Besides, with you hosting, I thought that this might be a good opportunity for us to catch up."

Ozpin sat down at his desk and poured himself some coffee. "I can certainly appreciate the quality time between friends, however, a small fleet outside my window has me concerned."

"Well, concerned is what brought them here."

"I understand that travel between kingdoms has become increasingly difficult."

"Oz, you and I both know why I brought those men." Ironwood took a long sip of his beverage.

Ozpin did the same. "We are in a time of peace. Shows of power like this are just going to give off the wrong impression."

"But if what Qrow said is true…"

"If what Qrow said is true, then we will handle it tactfully."Ozpin emphasized his point by holding up an index finger. "It's the Vytal Festival. A time to celebrate unity and peace. So I suggest that you not scare people by transporting hundreds of soldiers halfway across the continent."

"I'm just being cautious." Ironwood retorted.

"As am I. Which is why we will continue to train the best Huntsmen and Huntresses we can."

"Believe me, I am." Ironwood turned around and began to head for the door, but stopped abruptly to look back at his old friend. "But ask yourself this: Do you honestly believe your children can win a war?" Ironwood continued on his way to the exit..

"I hope they never have to." Ozpin sighed softly.


In Beacon's library, Six leaned back in his chair and rested his feet on the oval harkness table, making the dark wood furniture groan with the effort of supporting him. Thankfully, Ozpin was able to replace many of the chairs and tables with modified ones that could hold up much more weight. Six had told the headmaster that the investment wasn't necessary, but the old man had waved him off, insisting that much of the furniture was in need of replacement anyway.

Despite the period being a study hall, only a few people were using it as it was intended to be used. Team RWBY sat around a smaller table playing some kind of card game. Jaune had his nose stuck in a comic book, while Ren and Pyrrha made good use of their time by reviewing their notes from class. Nora was muttering something about pancakes in her sleep, her face planted on the table. Even though her snoring was extremely distracting, nobody but her closest friends even went near her. The small puddle of snot forming next to her nose made sure of that.

A tiny dinging noise alerted Six to check his Scroll. Sure enough, a message from Ozpin was displayed on the blue holographic screen: " Nathan, I would like to speak with you in my office."

Six groaned as he slid out of his seat and headed out the door.

Two minutes later, the door to Ozpin's office creaked open.

"Hello, Nathan. You have been an exemplary student so far. Top grades in all classes."

"Just get to the point, Oz." Six cut in as he walked into the spacious room.

"Alright, then I shall oblige. Who exactly are you, Noble Six?"

Six flinched. This was the last thing he was expecting to be asked. "What do you mean?" He returned guardedly.

Ozpin waved off the question. "Please, Nathan. A quick search for the name 'Mendez' yields no results. The near impossibility of a lone engineer creating gadgets and equipment decades more advanced than even the most intricate experimental Atlas technology in secret makes your story very implausible. So, Nathan, I will ask you again: Who exactly are you?"

Six sighed, defeated. "Alright, you got me. I will tell you everything on one condition."

"And that is?"

B312 leaned forward and placed his hands on Ozpin's desk. "Nothing leaves this room without my knowing."

"That can be arranged."

"This is… hard to explain. So I should start from the very beginning. I am actually from a different planet called Earth. It's… it's actually a lot like Remnant, although without Grimm and with humans as the only species populating it. Humans united as one under the United Earth Government, or UEG, and all was well for a few centuries. However, issues eventually began to pop up. Facing overpopulation and nearly overcrowding the Earth, humanity turned to the stars. Thus, the UNSC, or United Nations Space Command, was born. In the year 2291, the Shaw-Fujikawa translight engine was developed, allowing ships to travel close to the speed of light and making colonization of distant planets much easier. In just a few decades, humanity had colonized nearly 800 worlds."

"Your people must be centuries more advanced than us." Ozpin remarked.

"Yeah, well it didn't do us much in the end. Earlier, I mentioned that there's no Grimm in my world. Well, apparently evil has to exist in some form or another... and that evil came in the form of the Covenant. They started with Harvest, a small agriculture world with a population of a few billion people."

"And what, pray tell, is the Covenant?"

"The Covenant Empire was an alliance of eight alien species that had weapons that could destroy worlds. If the fact that their technology was millenia more advanced than ours wasn't bad enough, they vastly outnumbered us. For every ship that we had, for every soldier that we had, they always had more.

More and more worlds began to fall to the Covenant as our forces were overrun. All hope seemed lost for humanity as more and more people fell victim to the Covenant's genocide. But what gave humanity hope was the Spartans. The Spartans were super soldiers that were first commissioned to quell insurrections and rebellions, but were repurposed to fight the Covenant. The first Spartan project was a failure, but the Spartan IIs were much improved. With augmentations that made them better than a regular human in every way possible and armor costing as much as a skyscraper but enhancing their abilities even more, they managed to slow down the Covenant's advance."

"And I take it that you are one of those Spartans?" Ozpin inquired, his face unreadable.

"Yes, I am a Spartan, but not one of the Spartan IIs. I am actually a Spartan III. Spartan IIIs are orphans who were taken in by the UNSC. We were mass produced and sent on suicide missions since we are much cheaper to make than our predecessors."

"You talk about yourself as if you're an expendable tool or machine."

Six shrugged nonchalantly. "That's pretty much what we are. It sounds horrible, and honestly, I guess it is. But all of us accepted at the start that this was what had to be done, even if all of us died in action. But I digress. Eventually, the Covenant came to Reach, one of the UNSC's powerhouse planets, our fortress among the stars. I and five other Spartans formed Noble Team, which was stationed on Reach during the Covenant attack. When Reach was deemed lost, to give humanity a fighting chance, we were tasked with escorting a high priority package to one or our superiors and making sure he escaped with it. All of us but I and one other gave their lives for the mission. The only reason I survived was because I was saved by four women, who sent me here."

Ozpin's eyes widened slightly. "Do you mean the Four Maidens?"

"If you mean Winter, Spring, Summer, and Autumn, then yeah." Six got up and headed toward the door.

"Hmm… I will have to document this. Do you mind if I do?"

Six turned around, his hand closed around the doorknob. "No, not at all. By the way, you seem to be taking this awfully well."

"Well, judging by your armor and weapons, all of which have the UNSC logo on them, I have no choice but to believe you."

"...Good point."


"Woooow! I forgot how big the Transmit tower looks up close!" Ruby admired the monumental spire that towered over the sparse trees and crossroads below.

"You should see the one in Atlas!" Weiss replied.

"That was the first one, right?"

"Correct. Atlas developed the Cross Continental Transmit System to allow the four kingdoms to communicate with one another. It was their gift to the world after the Great War." Weiss answered as the pair headed towards the building's entrance.

"Oooh, look at me! My name's Weiss! I know facts! I'm rich!" Ruby imitated, pinching her nose to produce an annoyingly high-pitched and nasal voice (*cough* *cough*). She responded to Weiss's frown by snorting into her hands.

"Don't be a pest! Besides, the only reason we're here is because you like the tower so much! We could have just as easily made a call from the library!"

"I know, but it's so coool! Ooh, I'm going to take a picture!"

She tried to pull her Scroll out of her pocket, only to have it snag on the corners of the tiny pouch. "Uggh, stupid girl pockets!" She groaned as she tugged at her device. With a final pull, the Scroll was ejected from her clothes and bounced along the pavement until it landed at a bystander's feet.

"Oh!" The pedestrian picked up the Scroll and extended offered it to the clumsy teen. "You dropped this."

Ruby immediately recognized her. "Penny?!"

"Uuuh…"

"Where have you been? We haven't seen you since that night at the docks!"

"S-Sorry. I think you're confused." She started to hiccup as she tossed the Scroll into Ruby's hands. "Uh... I've got to go!" The ginger turned on the spot and walked away quickly.

"What was that about?" Weiss asked Ruby, confused.

"I don't know, but I'm going to find out." Ruby began to walk in the direction Penny went. "You go make your call! I'll meet up with you later!"

"Wait!" Weiss called out futilely. By the time she had finished saying the word, Ruby was already out of sight.

Ruby finally caught up to Penny as she descended some stairs. "Penny! Where have you been? It's been weeks!"

"There seems to be a... misunderstanding." Penny continued trying to avoid Ruby.

"What?! Penny... Is everything okay?" Penny continued walking forward robotically as if Ruby wasn't there. Everything Ruby did to try to get her friend's attention went unnoticed until Ruby grabbed her by the arm. "Penny, please stop!" Penny stopped to listen. "Look, I don't know what's wrong, but you have to listen to me! Those guys we fought at the docks, we think they're up to something big, something bad! I need you to tell me what happened to you that night! Please... As a friend."

Penny sighed, her eyes flitting to her left and right, before leaning in close to Ruby. "It isn't safe to talk here."

A few minutes later, the two were strolling down the street.

"I wish I could help you, Ruby, but I don't know anything about those men."

"Well, what happened to you that night? We were all together, and then you just disappeared! Were you kidnapped?"

"Oh, no! Nothing like that!" Penny denied.

"Then where did you go?"

"I've never been to another kingdom before. My father asked me not to venture out too far, but... You have to understand, my father loves me very much; he just worries a lot."

"Believe me, I know the feeling." The two friends turned to grin at each other. "But why not let us know you were okay?"

"I... was asked not to talk to you. Or Weiss. Or Blake. Or Yang. Anybody, really."

"Was your dad that upset?"

"No, it wasn't my father…"

The blare of megaphones interrupted Penny. Curious, the two turned around the corner to look at the platform in the center of a plaza where the holographic image of James Ironwood was projected before six advanced- looking androids. They were humanoid, with blank, visored faces. Pistons and gears could be seen in the shoulders and other areas where it was not protected by armor. These robots were standing in front of two large metal storage cases with the Atlas spear-and-shield emblem on their doors.

Ironwood continued to speak as the crowd settled down. "The AK-130 has been a standard security model of Remnant for several years, and they have done a fine job. Wouldn't you agree? Wouldn't you agree?" The droids responded to the audience's ovation by taking jerky, awkward-looking bows. "But... the kingdom of Atlas is a kingdom of innovation, and 'fine'... Well, that's just not good enough, is it? Presenting... the Atlesian Knight-200!" The doors to the cases rolled up, and six more advanced- looking automatons stood at attention before kicking their predecessors down to the ground. These new droids were clad in pristine white armor, with their black robotic workings visible underneath. "Smarter, sleeker, and admittedly, a little less scary." The robots flexed their arms and struck poses for the roaring audience. "These models will become active later this year, but they won't be alone! Now, the Atlesian Military has always supported the idea of removing men from the dangers of the battlefield. However, there are still many situations that will undoubtedly require... a human touch."

Ruby's head snapped towards the display as the last line was said.

"Ruby..?" Penny asked nervously.

"So, our kingdom's greatest minds, in cooperation with the Schnee Dust Company, are proud to introduce... the Atlesian Paladin!"

Ironwood's image was replaced with the hologram of a robotic white behemoth, boasting hinged piston legs, giant cannons for arms, and a rectangular head, standing at least three times as tall as the smaller Knights below it.

"Now, we couldn't have him here for you today, but these mechanized battle suits will be seen defending the borders of our kingdom within the year!"

"Whoa…"

"Ruby? Maybe we should go somewhere else."

At the side of the stage, two armored soldiers seemed to spot Penny. They wore white-gray body armor with blue markings which covered their upper bodies. Their helmets covered their faces entirely, except for their mouths. Rifles slung across their backs and pistols holstered on their hips gave them a menacing look. One of them pointed her out and began to radio for backup. Penny backed away and broke into a run, snapping Ruby out of her stupor.

"Penny! Wait! Where are you going?"

Ruby turned to look back at the soldiers chasing after her friend, and realizing Penny's situation, swiftly trailed her in an attempt to catch up to her down the winding alley.

One of the Atlesian soldiers motioned down the alley. "Down here! She went this way!"

Penny and Ruby dashed across the street with the soldiers in tow. A speeding car nearly ran one over, but was halted in its tracks when the enhanced soldier braced his hands against its hood. While he checked the driver for injuries, his partner continued pursuing the girls.

Ruby deployed Crescent Rose and sliced easily through a flimsy- looking scaffold, making the boxes it was just barely supporting topple down and block the narrow path. She leaped onto the side of a building and started to wallrun on it, before boosting herself feet first into the wall next to Penny, her arms wrapping tightly around her friend's waist.

"This way!" She grimaced with the effort before the two disappeared in a flash of red and a cloud of rose petals.

Ruby rocketed away as fast as she could while carrying Penny, sending boxes and wooden planks flying. Keeping up her Semblance for extended periods of time was quite easy for Ruby due to her sight build. However, she quickly found that carrying something as heavy as Penny (she was abnormally heavy for a girl her size) made it much harder. She felt her strength beginning to drain as soon as she activated her Semblance, and despite her best efforts, she could not keep it up. Her eyes rolled back in her head, her body going limp. Ruby slammed into the ground, her grip on Penny loosening. Her momentum made her skid on the gravel into the middle of the street. Dazed from the fall, she didn't hear the honking growing louder and louder behind her until it was too late. She stood up and turned to see herself face-to-face with a speeding truck's headlights.

Penny suddenly shoved Ruby out of the way just in time and held her palms out in front of her.

Most of the truck's front end was crumpled like a piece of paper by the impact. The ground beneath Penny's feet cracked and crumbled into little more than gravel, and the From Dust Till Dawn truck was lifted into the air by the girl's supernatural strength. As Penny put down the destroyed truck, the driver and Ruby stared in tandem at the vehicle's crushed hood, both just processing what had just transpired.

"Penny..?" Ruby asked, her eyes wide open with terror and uncertainty.

"Are you okay?" Penny asked the frightened driver. On closer look, it was the very Shopkeep that Ruby and Six had saved from Roman and his thugs. Despite having been literally milliseconds away from death, Ruby couldn't help but feel sorry for the man who always seemed to get caught up in RWBY's shenanigans.

"Uh-huh…" The Shopkeep nodded tentatively. Penny backed away, looking at Ruby's shocked expression, then at the bystanders murmuring in an attempt to understand what had just happened. In her panic, she fled from the Atlas soldiers who had just appeared on the scene and bumped into Ruby, knocking the poor girl out of her stupor as her friend tried, yet again, to escape.

"Penny! Come back!" she followed the girl as the soldiers commenced inspecting the scene.

Penny scanned the area for more escape routes as she exited the alleyway. "Um... uh…"

Ruby was honestly getting exasperated at her friend's vagueness. "Penny! Please! What is going on?! Why are you running? How did you do that?!"

"I-I can't! Everything's fine!" Every lie was followed by a hiccup, making detecting the untruths very easy. "I-I don't want to talk about it"

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

Penny began to retreat. "No! No, no! You wouldn't understand…"

"Let me try! You can trust me!"

Penny finally relented, leaning up to Ruby's face desperately. "You're my friend, right? You promise you're my friend?!"

"I promise." Ruby whispered.

Penny went silent and looked at her hands. "Ruby... I'm not a real girl."

Penny flipped her palms over. Parts of the skin had been torn away like paper, revealing silvery metal underneath. She stared sadly at Ruby's conflicted face.

"Oh."


A/N: God I am such a lazy bastard. Apologies.