I do not own the Persona series or RWBY. Everything belongs to their respected owners.

The Faunus that stood before the two mechanical maidens could hardly be described as a Faunus or even a Human. His head was covered by a Grimm mask while his shoulders, knees, hands, hips, and feet also presented plating of Grimm bone as armor around said areas. The rest of his body could be seen as more mechanical despite the large lab coat covering most of being, but the head appeared to be Human. Thin red wires were present on his forearms and ankles, and on his hips were small turbine-like structures. His hands were replaced by what could be described as alien-like claws. His eyes glow white behind the mask with some sort of vicious scowl marked on. Yet there was a small, but noticeable, indent in his mask where his mouth should be.

[Who are you to interfere with our progress?]

Labrys and Penny were startled at such a monotonous robotic voice coming from the being. Keeping a wary eye on the figure in front of them as well as the drones by their side, Labry decided to ask a question. "How are ya doin' that?" Labrys asked, talking about such a voice being produced.

The person simply pointed to their own throat to respond to Labrys' question. [There is a voice box created by myself and my creator that reads my broken vocal cords with 99% accuracy. I have lost the function to speak due to an accident long ago. My savior and creator had put me back together and made me back into a living being. I did not see this as needed, but my creator desired such a silly thing.] They explained.

Penny and Labrys just looked at each other, sort of feeling sorry for the Faunus in front of them. The information about them being put back together after an accident made them feel somewhat disturbed. Does that mean that they were made of flash before and now they were a mechanical man? The loss of the ability to speak sort of reminded Labrys of Neo.

"So what is your name?" Penny asked, feeling like she should be polite. Despite being an enemy, good manners were also an important note in life. Plus, it could maybe ease the tension. It was also to give them all a resting chance. There were a ton of soldiers that had come after them and they had expanded a lot of energy to take care of them.

The person in front of them looked forward towards Labrys and Penny's eyes with their own blank ones. [I am Project F.A.U.N.U.S: Famed Artificial Universal Neutral Undying Savior. Who are you? You both are neither Human nor Faunus.] FAUNUS questioned standing in place neutrally. But he had the drones floating beside him aiming towards the two mechanical maidens.

The pieces of metal above him were extremely odd. There was one thick blades floating on the right sides of FAUNUS. Next to the blade looked like some sort of back piece that looked like a pair of wings. Finally, there was a certain chest piece as a final drone floating by the other two.

"…The name's Labrys." The persona-user greeted.

"And I'm Penny." The ginger-haired robot waved.

"What's the reason the White Fang's 'ere anyways?" Labrys asked. "There ain't no way ya'll could'a followed us 'ere."

[We did not follow. We already knew of such a location. Security however was an issue, but someone let us know of its absence.] FAUNUS explained. [But do not compare me to the Faunus. I am an evolved being compared to them, compared to the Human race as well.]

"Either way, I believe it will be best for you not to harm anyone." Penny responded with determination.

[Harm?] FAUNUS questioned, the monotonous robotic voice taking this as an insult. [No, I am to aid and help both Humanity and Faunus alike.]

This statement caught both maidens off guard. Then why was such a being in the White Fang in the first place. The organization was said to put Humans on their knees and force them to change their mind. Could that be FAUNUS' belief hidden in his statement? "Whaddya mean by that?" Labrys asked, wanting to make sure that her thoughts were correct.

[Humans and Faunus both show fierce resolve to defeat every adversary, but also reveal their vulnerability. I, FAUNUS, know that both races are weak, everywhere they are blind, everywhere they are defenseless, everywhere they are mindless, and the Creature of Grimm shall be the agents of their destruction. If only they knew what waited for them.] FAUNUS ranted on, the emotionless tone slowly scaring Penny in a way.

"Wh-what do you mean? What is waiting for us?" Penny's voice slightly shook, her floating blades shaking violently as well. She didn't' know why, but she had an extremely bad feeling about this person.

FAUNUS simply looked over towards Remnant's mechanical maiden blandly. [Humans treating Faunus like monsters, Faunus turning into monsters as humans portrayed them, Grimm, ancient tales, aliens from beyond our world and dimension, and primeval horrors looking to devour them. Despite my efforts, humanity and Faunus grow weak and complacent while their successors gather around them. My prediction models show that they will not survive – I cannot allow that. I was created in order to aid in the races survival. I am nothing more than an example and the hand that shall become the future.]

Judging by the entire speech from FAUNUS, Labrys immediately had an idea about what the person he wanted to happen. "No, that shouldn't be allowed!" Labrys exclaimed, clutching onto her axe tightly. "Nobody should be forced to become a machine just for the sake of survival. It's a part a Human life. That's why people do their best to live to the fullest! You can't force 'em ta jus' accept such a thing!"

[I will put them back on the right path.] FAUNUS stated, taking steps forward, making Labrys and Penny get ready for a fight. [I will test them, push them… and I will not be gentle. It is time for a reckoning – humanity and Faunus will be dragged, kicking and screaming into the future.]

(Play Persona 4 Arena - -Heartful Cry)

Penny immediately commanded her blades to fly towards FAUNUS… and was knocked backwards a second later when she was struck by the drone with a pair of wings. Penny righted herself after spinning around in the air and saw that FAUNUS still hadn't even moved from his spot.

"Take this!" Labrys exclaimed as she ended up in FAUNUS' face and swung her axe. FAUNUS right hand immediately disintegrated into black pixels and the blade drone immediately flew and locked onto the right arm to block the incoming axe. The mechanical male however struggled to hold Labrys away as he nearly lost his ground against the blow. Labrys saw FAUNUS bend his leg up and she was too slow to react as a shotgun blast that came from the knee cap.

Being launched back, Labrys skidded on the ground. Looking back up, she rolled out of the way to avoid an energy blast from the chest piece drone. Penny kept her distance by commanding her blades to surround her and aimed towards FAUNUS. Shooting a green laser, Penny watched as the projectiles flew towards the mechanical man.

Seeing the incoming beams, FAUNUS avoided them by disintegrating everything but his head into pixels and recreating his body. Only this time, the blade drone had flown off and now the chest piece drone was over his body. As the center of the chest glowed blue, both Penny and Labrys rushed out of the way. That was a good action to perform as FAUNUS fired several more energy balls around the hallway.

As FAUNUS jumped into the air, Labrys ran up and summoned Ariadne to try and hit the robot with the persona's red arrows. But FAUNUS disintegrated back into more blue pixels before coming back wearing the back piece with wings. With those now equipped, FAUNUS used the wings to glide around and avoid the arrows. But while doing so, he felt himself get hit by several projectiles.

Turning his body, FAUNUS saw Penny still playing a ranged game as she continued to fire green beams towards him. Making up his mind, FAUNUS dropped down quickly in front of Labrys. Caught off guard and having her persona out, she couldn't react as FAUNUS kicked Ariadne. But that wasn't the end of it. Spinning around with the momentum of the kick making his leg go into the air, several grenades popped out from the limb and bombarded both Labrys and Ariadne.

Dealing severe damage to Labrys, FAUNUS set his sights on Penny next. Leaving several more grenades next to Labrys, the mechanical male rushed forward and slammed into Penny before she could retaliate. Skidding down the hall, Remnant's mechanical maiden swung her blades horizontally to try and get a hit. FAUNUS felt the metal collide with his face and he dropped backwards onto all fours. Taking an opportunity, he began to crab-walk forward. While moving, he released several shotgun blasts as he moved each leg.

Standing back up, FAUNUS kicked Penny's stomach before grabbing the girl's shoulders and continuously ramming his knee and shooting her stomach. Kicking straight up into her chin, FAUNUS released several more explosives that hurt Penny even more. Turning around, he saw Labrys looking tired but rushing forward with her axe ready.

As FAUNUS readied the chest piece drone to fire a energy projectile. Larbys skidded to a stop and flourished her axe. "Weaver's Art: Breaking Wheel!" Larbys commanded as Ariadne materialized next to her and summoned several red gears that grinded against one another and FAUNUS was caught right in the middle.

But the drone just managed to shoot the projectile just in time before being grinded down, landing a hit Ariadne and making Labrys clutch the struck area on her body where it hit her persona. She could feel her power drain extremely fast thanks to those explosions done to both her and persona at the same time. She could then feel the presence of her persona disappear. When she tried to summon it, it wasn't coming. Gritting her teeth, she knew that Ariadne had taken too much damage and need time to recover.

FAUNUS didn't stop there though. He then grabbed Penny by the leg and began to swing her around. During the swing, Penny slammed into Labrys and the two of them flew into a room that looked like it was full of different types of technology hooked up to several different kinds of wires. Groaning, the both of them got off the ground and looked at FAUNUS slowly walking into the room after them.

An alarm soon began to blare off, not really affecting them all too much. But then it went all downhill from there. Penny tried to rush FAUNUS down, but the person quickly disintegrated into blue pixels one last time before all three drones combined and formed one being. FAUNUS immediately slash upwards, hurting Penny before shooting an energy ball and causing it to explode right when it made contact with Remnant's mechanical maiden.

When Penny landed on the ground, FAUNUS stomped right on the fallen girl. [Evolve or die. That is the only decision] FAUNUS stated as he continued to slowly crush Penny with his foot.

Labrys let out a battle cry as she shot her fist out and it flew away from her body and punched FAUNUS right in the face, causing the mechanical man to stumble off of Penny. The orange-haired girl took the opportunity to sweep FAUNUS off of his feet and retreat back. But looking around the room made her widen her eyes with shock about where they were.

(End Song)

"Wait… All this technology… and the alarms going off… We're in the A.R.M.S room…" Penny said slowly which was almost as quiet as a whisper. Her eyes immediately began to turn into a look of fear.

[A.R.M.S?] FAUNUS questioned, confused to why the girl was so scared.

"What's so bad about this place anyhow? Don' look like anythin' is gonna 'arm us or anythin'." Labrys commented, but still could help but feel uneasy.

"A.R.M.S stands for Advanced Robotic Maintenance Station. Mister Ironwood strictly told me to never ever enter this room. This is where all the failed projects before me are placed or stored to be worked on to making sure that they may function properly." Penny whispered, looking all around her.

[I fail to compromise how this sector can create such a threatening level.] FAUNUS stated.

"The others are not as special as I am." Penny said. "They do not have the capabilities to think like a human, only like the robotic soldiers Mister Ironwood funded. If somebody were to walk into here without clearance from security…"

(Play Persona Q – Laser Beam)

The door that was open quickly slammed shut and a locking sound went off. Labrys took a step forward but a sound made her freeze in place. Actually, there was more than one sound. Looking around them, several metallic footsteps could be heard. An entire group of disfigured Penny's walked slowly towards the three mechanical people in a zombie like trance.

In retaliation, FAUNUS swung his sword to slice one that got close in half. But the reject dodged the blade and punched FAUNUS right in the stomach. Stumbling back, the man was about to run forward but saw that they were all now surrounded.

This wasn't good. First of all, who knows how many of them were even in this room to begin with. Second, Labrys and Penny had just finished fighting several gangs of White Fang soldiers and had a fight with FAUNUS, their power levels had dropped down to an alarming level. Third, FAUNUS had received an incredible amount of damage from the two girls as well. He may have all those drones, but they were incredible weak when hit.

Without another word, Labrys' axe propelled itself forward. Slicing through a couple of F-Pennys (Fake Penny), more immediately took their place and hit Labrys with their own blades. Sliding on the ground due to the attack, several more beams immediately were fired towards the persona-user and all of them landed on their mark.

"Labrys, are you okay?!" Penny called out, preoccupied fighting against her failed copies. FAUNUS was also busy trying to fight against the fakes.

The main reason why he was focusing on the fakes rather than the girls was because of his objective. He had to live in order to fulfill his goal. If he focused on the two girls, the disfigured copies would overpower him a little too fast and he would have failed. If he worked with the other two mechanical maiden though, he had a better chance at living.

"Yeah I'm totally peachy." Labrys voice started to become disoriented, being fine at first but them became sarcastic at the end. This caused the maiden to become confused. "The hell is going on here?! Why am I talking like this?! What is wrong with me?!"

[There seem to be too many of them] FAUNUS informed as he continued to shoot energy balls towards the incoming enemy.

Continuing to back up, Penny and FAUNUS eventually ended up along a terminal where Labrys had skidded and crashed on. Both continued to fire their projectiles while Larbsy was still trying to get herself under control. "Alright, what the hell is going on here?!" S-Labrys' voice came from the owner's body, causing her eyes to turn yellow.

"I dunno!" Labrys' voice turned back to normal as well as her eyes. "I think that crash messed around with my body." To make sure that she was right, Labrys did her best to move her legs but couldn't. Luckily, she could at least move her arms. But in the end, she couldn't do much at the moment.

[Is there supposed to be some place to control these robots?] FAUNUS questioned as they the Penny copies drew even closer, slowly but surely making their way.

"Well…" Penny hesitated.

"Hurry up and freaking tell us where the hell it is!" S-Labrys voiced out in annoyance, still coming from Labrys' body.

"Penny, please tell us! We don' 'ave much time!" Labrys added.

"It's the terminal right behind us!" Penny quickly squeaked out.

Labrys craned her head backwards and saw the giant machinery she was leaning on. It was surprisingly not that tall. "You guys get me up an' try to keep 'em busy while I try an' get control!" She exclaimed, a plan forming in mind.

FAUNUS quickly departed from his chest drone as it floated in the air and did its best to shoot the incoming enemy. Meanwhile, the mechanical males hoisted Labrys up onto a chair that was nearby and seat her on the object. As he turned his attention back to the copies, Labrys was furiously trying to figure out how to make the computer work.

"C'mon, c'mon…" Labrys muttered, urging herself to try and find a way to reach their goal.

"Let me into the thing! All you have to do is plug me in and it'll be nothing more than a hack to find what we're looking for quicker!" S-Labrys said through Labrys' lips.

"No! You can't do that!" Penny exclaimed, doing her best to try and destroy her failed sister units. "The army had a virus installed into their technology that if unknown software arrives into their system, it will immediately destroy the alien software and the source. If you plug yourself in, you can die!"

"We don't have any time! Plug me in!"

"Don't worry about it, Labrys, we can take care of this! Just keep searching!" Penny exclaimed.

But the situation was extremely dire at the moment. Despite all of their efforts, their damage wasn't even enough. The disfigured Pennys were drawing closer and closer. Haunting stares pierced through their bodies. No matter how hard they fought, it wasn't helping. They had done so much, yet it affected the zombie army so little.

"Hurry up!"

"Everything is fine!"

"We're dead really soon!

"No we're not!"

"Plug me in or I'll do it myself!"

"Labrys, please trust me! I can do this!"

Labrys' eyes turned yellow and soon ripped open the metal beneath the terminal. Scanning the different wire and where they ran, she found a small plug that was connected to the wall and pulled it out. A small area around her neck opened and S-Labrys paused.

Labrys gained control of her body again and looked over the scenario. FAUNUS was now trying to shake a bunch of the fake copies off of him. Even Penny was within arms' reach of her fallen sisters. Remnant's mechanical maiden turned around to see if Labrys was any closer to taking control.

"Penny… I'm sorry."

With those final words, Labrys installed the plug into her neck.

This was sort of lame in the end. Before you argue that they could just use the persona to wipe them out, here's my reasoning… Can you take on the world champion wrestler if you had to fight every wrestler around the world after 24 hours of non-stop fighting without a break? Doubt it. This is a similar scenario.

People need to take a freaking breather! Labrys is a robot you may argue… who runs on a power source. Plus, she can take damage. Remember that this is Aura that is helping the summon of her persona. FAUNUS was attacking the both of them at the same time, with grenades no less. That is major damage if you ask me.

Finally, it would be too predictable and boring if every fight ended up with the main characters winning. Plus, let's see you guys come up with original fight scenes. It is extremely hard.

If you complain about it, write your own fight scenes. I am happy with this result.

No flames please.