"Penny, I-I don't understand..."

"Most girls are born, but I was made. I'm the world's first synthetic person capable of generating an Aura. I'm not real..."

Ruby takes Penny's hand. "Of course you are. You think just because you've got nuts and bolts instead of squishy guts makes you any less real than me?"

"I don't... um..." She leaned in close to Ruby's face. "You're... taking this extraordinarily well."

"You're not like those things we saw back there. Ruby added as she tapped her chest. You've got a heart, and a soul; I can feel it!"

"Ooohh... oh Ruby!" Penny Grabs Ruby into a tight hug and shakes her back and forth. "You're the best friend anyone could have!"

"I can see why your father would want to protect such a delicate flower!" Ruby groaned.

Penny Releases Ruby, fully back to her happy self. "Oh, he's very sweet! My father's the one that built me! I'm sure you would love him!"

"Wow. *Giggles.* He built you all by himself?" Ruby asked

"Well, almost! He had some help from Mr. Ironwood." Penny added

"The General?! Wait... Is that why those soldiers were after you?" Ruby asked

"They like to protect me, too!"

Ruby scoffs "They don't think you can protect yourself?"

"They're not sure if I'm ready yet... One day, it will be my job to save the world, but I still have a lot left to learn. That's why my father let me come to the . I want to see what it's like in the rest of the world, and test myself in the Tournament."

"Penny, what are you talking about? Save the world from what? We're in a time of peace!"

"That's not what Mr. Ironwood said..."

"Check down here!" A soldier shouted in the distance.

Penny Grabs Ruby by the shoulders "You have to hide!" She then lifts Ruby above her head effortlessly.

Ruby Struggles and screams as she is carried toward the dumpster. "Penny, wait! What are you doing? You don't have to go with them! I can help you!"

Penny throws Ruby in the trash and lifts the lid so she can still talk. "It's okay, Ruby. They're not bad people; I just don't want to get you in trouble. Just promise me you won't tell anyone else my secret. Okay?"

"I promise."

Ruby lowers her head into the garbage as the lid is put down, but she lifts it a little to peek at the scene outside.

"There she is!"

"Sal-u-tations, officers!"

"Why were you running? And what happened to the other girl?"

"What girl? I've been by myself all day! *Hiccups*"

"You shouldn't cause such a scene." One of the soldiers scolded.

"Are you okay?" The other asked.

Penny Shows off her palms. "Just a scratch."

"Penny, your father isn't going to be happy about this."

"Please, just come with us."

"Yes, sir!"

Penny and the soldiers are heard walking away as Ruby looks on in sadness... until a rat screeches from below her feet, causing the young to fall and close the lid on herself.

*NIGHTCLUB*

In the ruined parts of Vale, the sound of an engine gets closer and closer until pulls into the street and stops just short of the camera, showing behind the handlebars in her matching helmet.

"Come on, my friend's right in here!" Yang gestured Neptune after removing her helmet.

Yang gets off the bike to reveal Neptune sitting right behind her, hair and goggles messed up with a petrified expression of terror on his face.

"Cool..." Neptune said dazed he then Shakes his head, somehow perfectly fixing his appearance, and gets off the cycle, looking around worriedly. "And where exactly is... here?"

The music from gets louder once inside to show Junior behind the bar adjusting his cuffs as his stock the bottles, carry boxes, and otherwise stand around on the dance floor, until...

Two henchmen run inside shouting "Hurry, close the door - she's coming!" He and the other Henchman proceed to roll the doors shut and keep them closed with their bodies.

Junior walks out from the bar "What are you two idiots doing?!"

The Henchmen shout incoherently until an explosion knocks them to the ground and forces the doors open, allowing a familiar face to walk in through the smokes.

"Guess who's back!" Yang announced with a smile.

Yang continues to smile and pose as eight guns are pointed in her face with an equal number of angry Henchmen behind them. Though this doesn't faze her, she stops and glares at the recording studio where the track is messing up until the frightened bear-headed DJ takes the needle off the record and retreats back under the table.

Neptune appears behind Yang as the Henchmen continue hoisting their guns. "Yeah, so could you define 'friend' for me?"

"Stop, stop! Nobody, shoot." Junior Cuts his way through the crowd of goons, straightening his tie. "Blondie, you're here! ...Why?"

"You still owe me a drink." She grabs Junior by the arm and drags him to the bar through the hired guns.

"Whoa-ho-ho-ho, what a woman..." He Breaks from his lovestruck staring to see the twins and standing beside him. "'Sup?"

Melanie and Miltia Say in unison. "Hmp, Whatever." And walk away with their noses in the air.

*WHITE FANG*

Blake's fingers trace three scratch marks on a wall before peeking around its corner and seeing a pair of horned as they are ushered into a building by a bearded man. She turns to Sun next to her.

"This is it." She said

"You sure? Sun asks as Blake glares at him and starts moving towards the entrance while unfastening her bow "Y'know, I'm just gonna take your word for it."

The two walk inside the building to a hallway filled with cases, seeing another man announcing "New recruits, keep to the right!" at the young pair as they follow.

"I don't get it." Sun started and holds out the half-mask in his hand. If you believe what you're doing is right, why hide who you are?"

"The masks are a symbol. Humanity wanted to make monsters out of us, so we chose to don the faces of monsters." Blake explained.

"masks... That's kind of dark."

"So was who started it." Blake added and puts her mask on and walks on.

"Always sunshine and rainbows with you..." Sun says and follows her lead.

The new recruits to the White Fang are moving in a line to the side of the stage, a mere few dozen compared to the hundreds of white-vested, black-hooded soldiers to their left and up above in the balconies. Blake and Sun look around themselves when they stop, and a fully-masked man with tattoos standing starts speaking before the large sheet emblazoned with the bloody wolf and claw marks.

"Thank you all for coming. For those of you who are joining us for the first time tonight, allow me to introduce a very special comrade of ours! I can assure you, he is the key to obtaining what we have fought for for so long!"

The dark pants and brown shoes step forward before the orange tip of the taps on the stage. The camera pans up to reveal none other than Roman, smiling confidently even as the crowd starts protesting.

"Thank you, thank you!" As he speaks, he walks out from behind the sheet. "Please, hold your applause!"

An Antler Faunus Pointed at Roman from her place right in front of Blake and Sun. "What's a human doing here?!"

"I'm glad you asked, "Deerie"! Now, I'll be the first to admit, ... are the worst." He Salutes as an example. "Case in point. So, I understand why you would like to see us all locked away, or, better yet, killed!"

Sun Leaned over to Blake. "So, is he going somewhere with this?"

"But, before the claws come out, I'd like to mention the fact that you and I all have a common enemy: the ones in control, the people pulling the strings, the dirty, rotten humans that run our kingdoms!" The crowd changes their tune and starts agreeing with him. "Government, military, even the schools: they're all to blame for your lot in life!" He Lets the crowd cheer as the two undercover share a look. "And they're all pests that need to be dealt with! Fortunately, I'm the best exterminator around... No offense to any rodents in the room."

With a snap of the fingers, the curtain falls, and the whole mass of Faunus applaud at the sight of the Atlesian Paladin-290 behind it, the mark of the White Fang painted on its shoulder.

"Whoa, that's a big robot..." Sun commented

"How did he get that? Blake asked

"As some of you may have heard, this right here... ...is newest defense against all the scary things in the world. And thanks to my "employer", we've managed to snag a few before they, uh, "hit the shelves". Now, many of your brothers have already moved down to our new operation in the southeast. If you'd rather stay within the city, that's fine... But if you're truly ready to fight for what you believe in, this is the arsenal I can provide you. Any questions?" The White Fang's roaring applause tells him the answer.

"We should get out of here." Blake suggested

"Will all new recruits, please come forward!"

The line surges forward and the two were forced to follow. "Welp!"

*NEPTUNE AND YANG*

Back at the Club, Junior puts down his glass as he sits behind the bar separating him from his interrogator.

"I don't know!" He yelled

"How can you not know?" Yang questioned

"I haven't talked to him! I haven't even seen him since the night you first came in here." He Leans over to point in Yang's face. "He paid up front, I lent him my men, and none of them ever. Came. Back."

Neptune Rushed to Yang's side to raise a question of his own. "So where did they go?"

After a long pause Junior yelled to Neptune. "What kind of stupid question is that? They never came back!" He turns back to Yang. "Who is this guy?"

"Pushed Neptune out of the way with one hand.) Don't worry about him; worry about me if I don't find out what I want!" Yang yelled.

"I already told you everything! Torchwick hired my boys, and I guess he wasn't happy with them, which is something I can relate to!" He shouts this at his own men, who grumble and walk away in response.

"Come on, Neptune." Yang Turns from the bar and walks away.

"We get everything we need?" He asked.

Yang: Well, we got everything we can. Hopefully the rest of the is having better luck.

*SUN AND BLAKE*

The White Fang is still cheering loudly as the recruits are marched to the stage, with Blake and Sun having no choice but to follow along.

Sun Whispering to Blake "What are we going to do?!"

"I'm thinking..." Blake started

Sun Watched Roman lean on the robot smoking his cigar and laughing with the girl beside him before he zeroes in on the two, and frowned "He sees us..." He started trying to smile and wave.

Blake Noticed the junction box on the wall. "He can't see in the dark." With that, Blake unsheathes Gambol Shroud, transforms it into a pistol, and shoots at the box, making the lights go out for the whole building and turning the screen dark.

"Don't let them get away!" Roman ordered

"Sun! The window!" Blake shouted to Sun

"Stop them!" Roman yelled

Two two student Huntsmen crash through the window and start running as fast as they can, the mechanized sound of running power signals the Altesian Paladin's activation, and it crashes through the wall of the building in pursuit of the runaways, who leap off of a car and manage to get on the roofs. The Paladin follows beside them on the street as Blake and Sun run, jump, and flip from rooftop to rooftop.

"So you wouldn't happen to have... oh, I don't know... some form of backup?!"

"On it!" She grabs scroll her and puts it to her ear as she continues to jump.

*WEISS*

Weiss is just leaving the Cross Continental Transmit tower's elevator when she grabs her own Scroll and listens to Blake's message.

"Everyone! If you can hear me, we need back-" "-HEEEELLLLP!"

Weiss rolls her eyes and starts running out the door, a little smile on her face as she does so.

*RUBY*

Ruby is still beside the dumpster which is boarded up, possibly to keep the rat imprisoned, staring at her Scroll.

"Big robot! And it's big! Really big!" Sun yelled.

"Oh, I am not missing this!" Ruby beamed before Running off to join the fight.

*YANG AND NEPTUNE*

Yang is back on the motorcycle in her helmet and sunglasses with Neptune looking at the Scroll in her hand over her shoulder.

"That Torchwick guy is in it! But not, like, it didn't eat him; he's, like, controlling it or something!" Sun explained.

"Where are you guys?" Yang asked.

Right on cue, behind them, Blake and Sun can be seen running through the street with the Paladin hot on their heels before they all disappear from view.

"HURRYYYY!!!"

"I think that was them." Neptune told the blonde.

"Yeah, I got it." Yang put her scroll away the Scroll away, she quickly circles bumblebee around while Neptune held on for dear life. Yang then sped in the direction of the mech.

Blake and Sun somehow make it to the highways, jumping down into the busy street and continuing their escape by hopping on cars while the Paladin follows them by pushing vehicles out of the way. Sun pauses to look at their pursuer's path of destruction and offer a quick "Whoa!" before leaping onto more cars, much to the anger of Roman inside the robot, his face surrounded by blue holographic screens.

Yang and Neptune are able to follow the mech suit on their ride, coming up next to it as it runs.

"We've gotta slow it down!"

"Got it!"

Neptune reaches for , but Roman notices the pair on his sensors and crashes into a multitude of cars with the Paladin's strong bulk, sending them flying towards his chasers.

"Hold on!"

"Wuh-oh..."

Yang swerves, leaning her bike to the side in avoidance of flying debris while Neptune flails in a panic. Back on two wheels again, Neptune unslings his , aims as sparks start flying, and fires several bolts of blue electricity at the Paladin, causing Roman to grimace from the force of the attacks.

Switching strategies, Neptune flips the gun and it grows a shaft and an energy blade at the end, then jumps from Yang's bike as the spear's head splits in three and drives it into the top of the Paladin. Sun and Blake pause in their car-hopping to look back.

"Neptune, hang on!" Sun shouted.

Neptune does his best, but the mech keeps bucking and threatens to make him fall. Closing his eyes, Sun smashes his palms together, and from the golden Aura around him, his creates two glowing outlines that copy their creator, leaping off and going back over the tops of vehicles to collide into the Paladin's front. They explode into blinding light upon contact to let Sun leap forward with held high, but Roman finally turns enough to send Neptune flying off and knocking into his leader, sending both of them off the highway.

Thank god simeone finally shut him up! Ruby thought to herself upon seeing Neptune leave her eyesight.

As Blake looks on from her spot, she hears Weiss' voice from her Scroll:

"Blake! I'm in position!"

She is seen twirling over a highway and landing in the middle of the road, holding Myrtenaster at the approaching Roman. He smiles as his robot charges the girl, but Weiss spins and plunges her blade into the ground, summoning a circle of ice across the pavement that causes the Paladin to slip and crash, actually flying over the young Huntress and falling off the ramp, landing further down before Ruby, already having her out in scythe form.

The Paladin stands back up, and the rest of falls beside their leader to take up positions. Roman chuckles, moving the robot slowly towards the girls.

"Freezer Burn!" Ruby said before she and Blake jump back out of the way as Weiss performs her ice-circle trick again, but backs out of Yang's way when she jumps into the air and hits the epicenter with her Ember Celica, creating a wave of mist that surrounds Roman. Immediately, the Paladin activates its laser sensors to make up for the lost sight, but it barely sees the afterimage of Blake and narrowly misses the dashing Yang. A gun manages to fire at the area between Blake and Yang, but out from the blast comes Ruby, who slashes the metal with her blade, causing it to falter. The machine hit ruby in the gut knocking her back but ruby got back on her feet.

"Ruby!" The heiress screamed

"Checkmate!" She yelled holding her chest.

Blake and Weiss go in this time, each girl going for the feet until Weiss jumps up and stabs a sensor before leaping off of a white glyph. Roman lifts the Paladin's foot to crush Blake, but Weiss summons another glyph under her teammate to launch her backwards before the crushing blow can land. Roman growls and fires off the missiles, but Weiss and Blake flip backwards as the explosions merely hit where they were.

Finally, Weiss jumps up too high, and Roman fires a double energy blast at her. Myrtenaster absorbs the damage, but Weiss is thrown back, so she casts a beam of light from her weapon to the ground under Blake, forming a yellow clockwork circle that's absorbed into the Faunus girl and lets her slice through each launched missile with ease in a flurry of super-fast slashes.

Ruby Ran into the fray shouting. "Ladybug!"

Ruby shoots herself forward and cuts at the robot's legs, then turns as Blake aims herself at the giant's feet as well. They both dash forward and attack at the same time, circling each other around the Paladin with each strike until they both launch themselves into the air and come down together on the shoulder, cutting off the left arm entirely. Ruby attempts to retreat only be punted and is sent flying into one of the stone pillars. Ruby falls to her knees and Weiss rushes to her side and helps her up.

Yang doesn't waste a second, jumping onto the Paladin's back and punching the top with fiery shotgun blasts. Roman is knocked around in the cabin, but seeing as he can't reach her with his remaining mechanical arm, he runs backwards through two columns and leaves her embedded in a third before backing away and turning towards her. Just as she is falling down, the remaining arm extends a closed fist, and when it punches her, she flies through the pillar and doesn't get up.

"Yang!" Blake screamed

"Don't worry! With each hit she gets stronger, and she uses that energy to fight back! That's what makes her special." Ruby said

Yang slowly gets back on her feet, her hair burning a brilliant white as she clenches her fists. Sensing victory, Roman throws a punch, but Yang catches it in her own hand despite the ground cracking beneath her. Her eyes turn red with rage, smashes her knuckles into the second arm, obliterating it under her force.

Getting desperate with his armless robot, Roman immediately kicks Yang to the side, but as she passes her sister and teammates...

"Bumblebee!" Ruby yelled.

Blake throws her Gambol Shroud out for Yang to catch while flying, and the Faunus uses the momentum to swing the glowing girl around for a final hit to the robot. Roman, however, steps out of the way just in time to avoid complete destruction.

"We have to slow it down!"

"And how shall we do that?" Weiss asked looking at her lovely girlfriend.

"White Rose!"

Twirling their weapons so they both point at Roman, Weiss creates a series of glyphs in front of the scythe's sniper barrel, and a single shot through the circles creates a dazzling spiral of energy that creates large icicles upon impact with the Paladin. Ruby continues to shoot as Weiss freezes the fire, and as the ice completely envelops the robot's body, Blake swings her partner around in a circle one more time, but with Roman unable to move, the Paladin is hit by the speed and power of Yang's fists, flying into the air before crashing down in a hundred pieces and a defeated criminal.

Roman Got up, slightly dazed but unharmed, and inspects the damage while brushing himself off "Just got this thing cleaned..." he complained.

He looks up just in time to see Yang, still burning with her absorbed power, fire a single shot at the defenseless thief, but he's saved at the last instant when the two-toned girl seen before drops in front of him and merely opens , deflecting the blast entirely. The new arrival hangs the weapon over her shoulder as Roman addresses the victors.

"Ladies, Ice Queen..."

"Hey!"

"Always a pleasure! Neo, if you would..."

The pink-and-brown girl curtsies her enemies with a bow, but Yang will have none of it, charging forth with fists raised to strike the outlaws... only to break their image as if made out of glass and turn just in time to see them escape in a helicopter. The rest of team RWBY runs up to Yang's side, now cooled down with the end of the fight.

"So I guess he's got a new henchman..." Yang commented

"Yeah, I guess she really made our plans... fall apart!" The heiress joked.

Weiss smiles, Ruby starts laughing and Blake starts walking away, Yang simply states No. Just... no.

"What- But, you do it!"

"There's a time and a place for jokes."

"Was this not it?"

"No, it just wasn't very good." Yang then turns around and Follows Blake.

"Well, at least I'm trying!"

"I thought it was great." Ruby said putting a hand on her shoulder.

"Thanks Ruby!" Weiss smiled and kissed her cheek making the brunette's heart skip a beat.

"Wait... Where are Sun and Neptune?"

*SUN AND NEPTUNE*

Sun and Neptune are sitting in the middle stools of the "A Simple Wok Noodle House" eating their plates of noodles with the behind the counter and their weapons leaning on the other two stools.

"They're probably fine, right?"

"Probably."

*TEAM RWBY'S DORM*

Ruby was the last one to enter the door. It was clear that she was in a lot of pain because she limped the entire way. She dropped Crescent Rose and quickly removed her cloak. She then removed her pinafore before struggling to remove her shirt. Her body was covered with some pretty nasty bruises. Ruby groaned in pain. She tried to climb onto her bed but her muscles were worn out and the pain all over her body got the best of her and She backwards on the floor knocking the wind out of her.

"Ruby... are you okay?" Weiss asked her girlfriend.

"No... not really... this hurt so much..." the brunette. Weiss looked over ruby to see that she was in pretty bad shape. The majority of her normally pale skin was now black and blue. "Oh my... you could come in my bed if you'd like." Weiss proposed.

"Really? Even after I left you today?"

"Of course you dolt! You were simply doing the right thing." Weiss teased.

Ruby crawled up and Weiss wrapped her arms around the brunette.

"I love you so much!" Ruby whispered.

"I love you too." Weiss whispered with a blush as she embraced the wounded brunette.

For a 'snow angel' like herself, she's pretty warm. Ruby thought as she slowly nodded to sleep on her with her left arm wrapped around Weiss. Her light snoring she made was one of the cutest things Weiss has ever heard from anyone. The heiress unconsciously rested a hand on Ruby's bruised stomach. She then suddenly realized that Ruby has some abs growing. Weiss blushed lightly she was always so fond of abs but never admitted it. She hesitantly ran her hands across her stomach a few times until she got comfortable she continued doing this and also began tracing her fingers through the lines until she fell asleep.