Making Plans: Painting the Town Red and Blue


As Ace walked through the hall to return to his room, he soon found Ruby, Weiss, and Yang walking to their own, the latter of the trio fuming. It was amazing her eyes had not shifted to their menacing shade of red because of her anger.

"Ugh, we should have never let him play!" Yang roared as they reached their door.

"What's her deal?" Ace asked as he joined them.

"She's just mad cuz' the new guy beat her!" Ruby explained as she gave her boyfriend a quick hug. "See, if you had just attacked when I told you none of this would have happened." Ruby stated as they entered the room.

"Ah, Neptune crippled the all-powerful Xiao Long Empire huh?" Ace asked amused.

"Yep. It could have been avoided if she would have listened to me."

Upon their arrival, Blake quickly felt the need to escape the sudden intrusion of her solitude. Stealthily she made her way to the door. But within a few steps from the door, she found she wasn't as stealthy as she thought.

"Stop." Weiss ordered, pointing at Blake, the Faunus' hand retracting from the door knob as she knew she was caught. Satisfied, Weiss continued. "Lately you've been quiet, antisocial and moody!" The ivory haired girl stated in an annoyed tone.

"Uh, have you met Blake?" Yang asked rhetorically.

Ignoring the comment, Weiss pressed on with what she had to say.

"Which I get is kind of your thing, but you've been doing it more than usual! Which quite frankly, is unacceptable! You made a promise to me, to all of us, that you would let us know if something was wrong!" Weiss reminded the ebony haired Faunus. "So, Blake Belladonna, what is wrong!?" Weiss asked.

"Blake, what seems to be the trouble?" Ace asked.

"I just, I don't understand how everyone can be so calm." Blake finally answered.

"You're still thinking about Torchwick?" Ruby asked moving closer to her troubled friend.

"Torchwick, the White Fang, all of it!" Blake shouted in a manner unfitting of her normally calm attitude. " Something big is happening and no one is doing anything about it!"

"Ozpin told us not to worry. Between the police and the Huntsmen, I'm sure they can handle it." Yang assured her partner.

"Well I'm not! They don't know the White Fang like I do!" Blake exclaimed.

"She does have a point. I have to agree with Blake. If the cops were enough, we wouldn't even be having this discussion." Ace mused.

"Okay, between blowing up nightclubs, stopping thieves, cheating death, and fighting for freedom, I'm sure the four of you think that you're all ready to go out and apprehend these ne'er-do-wells!" Weiss surmised.

"Uh, who?" Ruby asked slightly baffled.

"Bad guys Rubes." Ace explained briefly.

"But let me once again be the voice of reason." Weiss continued. "We're students! We're not ready to handle this sort of situation!"

"Well yeah, but..." Ruby began.

"We're not ready!" Weiss declared silencing her leader.

"And we may never be ready! Our enemies aren't just going to sit around and wait for graduation day. They're out there, somewhere, planning their next move, and none of us know what it is, but it's coming! Whether we're ready or not!" Blake proclaimed in a strong outburst. Never had they seen their quiet friend so riled up like this.

"Okay, all in favor of becoming the youngest Huntresses…" Ruby started.

"Ahem." Ace stated with his arms crossed.

"And Huntsmen, to single-handedly taking down a corrupt organization conspiring against the Kingdom of Vale... Say aye." Ruby finished.

"Yes! I love it when you're feisty!" Yang said, pumping her fist enthusiastically.

"Well, I suppose it could be fun." Weiss relented.

"You can count me and the boys in as well." Ace declared.

"None of you said aye!" Ruby pouted.

Ace gave her a quick peck on the cheek, replacing the pout with a smile and faint blush.

"Hey! None of that when I'm around." Yang demanded.

"Alright then, we're in this together!" Blake stated, a bit happier now that her friends were on the same page as her.

"Let's hatch a plan!" Ruby shouted excitedly.

"Yeah!" Yang shouted in equal enthusiasm.

Ruby let out a gasp in sudden realization.

"I left my board game at the library!" She shouted, quickly dashing out of the room to retrieve her possession.

"We're doomed." Weiss moaned.

"Hey, have a little faith." Ace smiled.

"I'll be right back!" Ruby shouted from the hall before the sound of a collision was heard.

"… I'll go check on her." Ace said before leaving the room.

Stepping out, Ace spotted Ruby not too far down the hall on the floor. In front of her stood two people he had never seen before. The first was a tall male with gray hair and eyes. Next to him stood a girl with a dark complexion. Her hair was a minty green, but her eyes were a dark red color.

Both of the new people were wearing similar uniforms. They weren't Beacon uniforms so they must have been visiting from another kingdom.

"Sorry. Are you okay?" Ruby asked, looking at the female she had run into.

"I'm fine." She answered simply, holding out a hand to Ruby. "Just watch where you're going." She requested as Ruby took her hand, pulling the younger girl up.

Ace quickly made his way over to investigate.

The two newcomers seemed a bit surprised at Ace's apparel as he expected but the male quickly shrugged off his initial shock.

"Hey man, like the armor." The gray haired teen said, making friendly conversation.

"Oh thanks. My name's Ace." Ace replied to the compliment. "Hey what happened?" He asked Ruby.

"I kinda wasn't looking where I was going and accidently bumped into her." Ruby explained motioning to the female. "Oh, right, sorry. Um, I'm Ruby! Are you new?" Ruby asked trying to make the best of a poor situation.

Before the girl could answer, another female with fiery eyes stepped forward, moving between the first two. Her hair was a lighter black, almost reminiscent of soot. She too sported the same uniform as the others. Something about her made Ace uneasy. Perhaps it was her controlling demeanor, a powerful air about her that sent a chill down his spine.

"Visiting from Haven, actually." She answered casually.

"Ooh! You're here for the festival!" Ruby said in excitement. "But exchange students have their own dormitory."

"I guess we just got turned around." The male said.

"Hey, don't worry, it happens all the time." Ruby said as they walked past her. "Uh, your building is just east of here."

"Thanks. Maybe we'll see you around." The smoky haired girl said before taking her leave.

"Yeah, maybe! Oh, uh, and welcome to Beacon!" Ruby said, waving after the trio. "They seemed nice."

"Mhmm." Ace hummed in agreement. "Now, let's go get your board game." Ace said with a smile.

"So how is Shadow doing? Get anything for your project?" Ruby asked curiously.

"He's doing fine. I think he enjoys having a companion out there with him. With Aria around, it's opened up so many more things to discover." Ace answered.

"I think it's great he found a friend, and she's so small and adorable to boot!" Ruby stated.

"Yeah I think so too."

After retrieving the game, both Ace and Ruby made their ways back to their respective rooms to turn in for the night. With classes to return to tomorrow they would need their rest, especially after a day like they had today.

Ace walked into his dorm to find his team already preparing for sleep, minus Matthew who was too enthralled in his game to remove himself from it.

"There you are. It took you long enough." Zweii stated with a friendly smile. "So I assume everything went well with Port?"

"Yep. No boring stories this time either." Ace replied stripping off his armor and carefully placing it beside his bed.

"Ruby told us you made a new friend. A Nevermore if I remember right." Dezaryl stated.

"Yeah, that's right. Shadow seems to be good friends with her."

"And now with you." Matthew stated as he finally tuned off the game. "I swear if you keep this up, you're going to be able to open a Grimm petting zoo." Matthew joked as he got into his bed.

"I could see that. It's sad but I could." Dezaryl said in agreement.

"It would make quite the attraction." Zweii laughed.

"As amusing as that is, no." Ace said as he now lay in his bed with only his Taijitu under suit on.

"Dude. We need to get you some pajamas. Like bad." Matthew stated.

"I'll work on it." Ace huffed settling under his sheets. "Good night guys."

"Good night." The others replied back.

With that, the room was filled with silence as the four teens slept peacefully.


Morning came as it always did, coaxing the students from their sleep to begin a new day. Of course for Ace it would have to coax a little harder as he slept soundly.

"Ace, time to get up. We can't let you sleep in on our first day back to class." Zweii said stirring his leader from his sleep.

"Well, technically you could…" Ace yawned rolling over and facing his partner.

Zweii stood there with a stern look on his face, staring at Ace.

"Alright." Ace sighed, getting up and stretching.

"We're going to head out. We'll see you in class man." Matthew stated as he and the other members left.

Ace stood up and walked to his armor, picking up the helmet and seemingly staring into the yellow eyes.

'I don't take it off very often.'

'Well, maybe you should. I think you look great without it hiding your face all the time.'

Thinking back to his conversation with Ruby, Ace put the helmet down on the night stand.

"Maybe…" Ace said to himself.

Meanwhile in Oobleck's the rest of AZRE were seated in their usual spots near RWBY with the seat closest to Ruby open for their leader… Who still wasn't there.

Ruby herself was becoming anxious wondering what could be keeping Ace. Ever since they had started dating she always noticed a special feeling inside her when he was around. She always looked forward to seeing him every day and his absence was making her worried.

"Ah, Team AZRE, where pray tell is your leader this fine morning? He does know that class will be starting in a mere moment does he not?" Oobleck asked zipping between the three members.

"Not sure, but he'll be here." Matthew assured him.

Zweii soon became irritated at the increasing lateness of his partner.

"I swear, if he went back to sleep after we left I am going to…"

The knight was cut off as rapid footsteps could be heard approaching the door.

"I'm here! Whew, sorry I'm late. I was looking for my uniform and I couldn't find the thing." A normally Grimm clad student explained as he walked in wearing his Beacon uniform instead.

Ruby nearly squealed in delight at the sight of her boyfriend free of his armor, his sapphire blue eyes and jet black hair let loose from the confines of his head gear.

"Eee! He's not wearing his armor!" Ruby cheered bouncing up and down in her seat.

"Mister Wolfblade?" Oobleck asked, seemingly caught off guard by Ace's appearance.

"The one and only." Ace grinned sitting down next to Ruby.

"Ah, yes. To what do we owe for this special occasion?" The doctor jested.

"Just felt like trying something different. That's all." Ace answered.

"Very well then. Alright class, today we will…" Oobleck started beginning the lecture, but the later words were lost on RWBY and AZRE who whispered amongst themselves as Oobleck taught.

"So that's what you look like under all that armor, huh Wolfie? Not bad." Yang said.

"Dude, you dress up nice." Matthew grinned as he looked at the rare sight before him.

"I'll say." Ruby said smiling at Ace.

"Only for you." Ace replied smiling back.

"Good job Ruby. You have achieved a feat I thought to be impossible." Matthew laughed.

Ace merely rolled his eyes at the comment before returning his attention to the crimsonette sitting next to him.

"So what's the game plan for today?" He asked.

"We're meeting after Port's to begin Operation Crime Fighters." Ruby said proudly.

"Next time I get to pick the name." Weiss interjected.

"Aww, but I thought I did good on that one." Ruby whined pouting.

"Hey, what are you guys talking about? What plan?" Dezaryl asked.

"Were going to try to figure out what Torchwick and the White Fang are up to after class." Blake answered.

"Oh, doing some undercover vigilante type stuff. Nice." Matthew said.

"Mhmm. I told Ruby she could count on us to help." Ace replied.

"About that… As much as I would love to because that sound really cool and stuff, I can't." Matthew confessed.

"Why?"

"I'm kinda scheduled for extra tutoring after class. Gotta start the semester solid man." Matthew explained.

"Well while I'm disappointed in your timing, I'm proud you're getting your priorities straight." Ace said. "Don't worry. I'm sure Zweii, Dez, and myself can handle…"

"I can't go either." Dezaryle said interrupting. "I have a sparring session scheduled…"

"Same here…" Zweii confessed.

"With who?" Ace asked in disbelief.

"CFVY." Zweii answered. "More specifically Fox and Yatsuhashi. We asked for a match with them sometime before the semester really started up and this is our only opportunity before they go on their mission."

"Alright. I won't let an opportunity like that slip away from you guys." Ace said with a smile. "We should be okay."

"Thanks Ace." Dezaryle said.

"No problem. Good luck in your fight."

"Good luck to you all as well." Zweii said earning a nod from Weiss and Blake.

For the rest of the class the group remained silent listening to the lesson. Soon the class was over, and the next, and the one after that. Finally after Port's class, and a resounding rejection from Weiss to Jaune on his attempt at securing a date with her, the five met within RWBY's dorm. Ace walked in after fetching his gear to see RWBY sporting some new clothes themselves.

Weiss donned a pure white jacket with black buttons and edging. Her family emblem was once more displayed one her back but this time in a light blue. Her skirt was laced with black frills on the inside and to complete the ensemble she wore white high heel boots with frilly black thigh high stockings.

Blake's outfit consisted of a white v-neck zip up shirt with black along the bottom and her emblem in white on the left side. Her pants were also black with white stripes running down the sides of her legs. She wore a belt connected to a piece of black flowing fabric with a separate piece of purple fabric beneath that. For her boots she switched from her low heels to a set of black high heels. To finish it off she kept her black bow to cover her ears as well as her ribbons on her arms.

Yang looked stunning sporting a collared cream top over a black shirt, and over top of the former, a black article of clothing consisting of a raised collar, a strap across her collar bone, and mid-length sleeves with gold at the ends. She wore a pendant with what looked like an oval amethyst that matched her eyes beautifully. A pair of crooked black belts with gold accents running across her hips, and a purple piece of fabric with lilac lace around the edges added to her attire, the fabric hanging from her left hip and over her miniskirt. She also wore black stockings with her symbol placed on each and gold triangular studs on each knee. Her boots of choice were black with belted straps and white bows on the top of each.

As good as the three looked, at least in Ace's mind, they just couldn't compare to Ruby. She wore a long-sleeve, light gray shirt with black belted cuffs near the ends of the sleeves. Over top of the gray shirt she donned a black pinafore with two vertical lines of red stitching, much like the lacing of her corset. On her left arm were pieces of metal arranged to form a spaulder. In place of her blouse, she wore a red and black skirt with her emblem printed in black. She kept her black stockings and black-and-red boots, as well as her trademark hood and cape, this time complimented by a red scarf.

"I thought that class would never end." Blake sighed tightening her wraps.

"And you all said I dressed up nice. You all look great." Ace complimented walking in. "Especially you Ruby." He added earning a blush from the young girl.

"Aww, thanks Wolfie!" Yang replied. "Where's your outfit?"

"This is it Yang. I don't have anything else to wear in all honesty." Ace admitted.

"Geez, you ever hear of casual wear?" Yang mocked.

"One step at a time Yang. I'm just getting used to not wearing my armor. It still feels… Awkward."

"Alright, guys, today's the day! The investigation begins!" Ruby cheered, jumping down from her bunk and to her boyfriend, who caught her easily.

"I'm glad to see we're taking this so seriously." Weiss huffed sarcastically.

"Hey, we've got a plan! That's... moderately serious." Yang said in slight hesitation.

"Right!" Ruby said in agreement as Ace placed her on the floor. "Everyone remember their roles?"

"You, Ace, and I will head to the CCT and check the Schnee records for any other Dust robberies or inconsistencies. Seeing as I'm in the family, it shouldn't be a problem." Weiss said going over their role.

"The White Fang has regular faction meetings to hand out orders and recruit new members. If I can get in, I can hopefully find out what they're planning." Blake answered.

"I have an old friend on the shady side of town that typically knows everything going on in Vale. Getting information out of him shouldn't be too hard..." Yang said confidently.

"You're heading over to Junior's again aren't you?" Ace asked crossing his arms.

"Nooo…" Yang fibbed earning a look of disbelief from Ace. "Okay you caught me."

"Just don't get into trouble again. Tell the twins I say hey for me."

"Wait, you've been there?" Ruby asked.

"Yang dragged me there once." Ace answered.

"Admit it. You had fun." Yang smiled.

"Yes, but next time, a little warning would be nice."

"I'll think about it. Don't worry I got this covered."

"Great! We'll meet up tonight near Yang to go over what we found." Ruby said, pleased with the plan.

"Yeah!" Sun shouted from outside surprising the group.

"Sun!" Blake exclaimed looking out the window to see Sun hanging from a tree by his tail.

"How did you get up there?" Yang asked the monkey Faunus.

"Ah, it's easy; I do it all the time." Sun replied casually.

"You do what!?" Weiss shrieked.

"I climb trees all the time!" Sun replied, flipping into the room. "So, are we finally getting back at that Torchwick guy?"

"We are going to investigate the situation... as a team." Blake answered.

"Then what's Ace doing here?" Sun questioned.

"He's part of the investigation team." Blake answered.

"Sorry, Sun. We don't want to get friends involved if we don't have to." Ruby said apologetically.

"Psh! That's dumb!" Sun scoffed. "We should always get friends involved! That's why I brought Neptune!" Sun announced, motioning to the side.

The group quickly looked out the window to see the blue haired boy perched precariously on the neighboring windowsill.

"Sup?" Neptune greeted with a smile.

"How did you even get up here?" Ruby asked, surprised at how high the boy had climbed.

"I have my ways. Seriously, though, can I come in? We're like, really high up right now." Neptune said nervously as he looked at the ground below.

"Sure. Guess we'll have to modify the plan a little." Ruby answered as Sun helped Neptune to a safer position within he building.

"Thanks guys."

"Alright, I'll go with Weiss and Ace." Ruby started, keeping the first part of the plan the same. "Sun, you can go with Blake. Neptune, you can go with Yang since she doesn't have a partner." Ruby decided. "Everyone good?"

"Actually, Ruby, why don't you go with Yang? After all, she is your sister." Weiss reasoned.

"But I want to be with Ace." Ruby whined.

"He can go with you." Weiss offered.

"But, Weiss, who would go with you, then?" Ruby asked.

"Well... I guess Neptune could come with me."

Ruby laughed at the suggestion giving a humor filled "nah" while dragging Weiss out the door.

"But! But!" Weiss protested as she was forced out the door.

"Sorry Weiss, but Ruby's made up her mind." Ace said. "Besides, your change wouldn't have worked anyway. The club's too far away and Yang's bike only seats two." Ace added.

Weiss hung her head in defeat as the subtle flaw in her plan was pointed out and simply let herself be dragged by her eager leader.


"Woooow! I forget how big the Transmit tower looks up close!" Ruby said as she marveled at the CTT tower.

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

"That was the first one, right?" Ruby asked turning her attention to her partner.

"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.

"Oooh, look at me! My name's Weiss! I know facts! I'm rich!" Ruby laughed in mock Weiss tone.

"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!" Weiss retorted.

"Debatable. While it is possible to perform such a task from very well anywhere with our Scrolls, you have to remember it's not a guarantee when making calls to other kingdoms." Ace argued.

"Wait. Why didn't we use the tower to call home back when we had that blizzard?" Ruby asked.

"The blizzard didn't affect just Beacon Ruby. It shut down power and communication across Vale." Weiss answered. "Plus to be perfectly honest, I didn't feel much like calling home anyway. Now stop gawking at the tower like a dolt and let's go. We have work to do."

"I know, but it's so coool! Ooh, I'm going to take a picture!" Ruby replied reaching for her Scroll, only to fumble it in her excitement, the device bouncing away from her.

"Oh! You dropped this." A familiar voice said as they tried handing Ruby her Scroll.

"Penny?!" Ruby said shocked as she stared at her missing friend.

The girl was equally surprised, her words failing her as she stood there awkwardly.

"Where have you been? We haven't seen you since that night at the docks!" Ruby asked in a mix of excitement and worry.

"S-Sorry. I think you're confused." The ginger haired girl said nervously, hiccuping after and throwing Ruby her scroll. "Uh... I've got to go!" Penny said turning quickly and leaving her confused friends behind.

"That was strange. Why didn't she recognize us?" Ace wondered.

"What was that about?" Weiss asked.

"I don't know, but I'm going to find out. You go make your call! I'll meet up with you later!" Ruby shouted back as she chased after Penny.

"Wait!" Weiss shouted in vain, ceasing quickly as she realized it was futile to try of stopping her.

"Umm, do you want me to stay with you or…" Ace began awkwardly.

"Just go…" Weiss sighed.

"Right. Good luck Weiss!" Ace shouted taking off after the fleeing pair.

"Penny!" Ruby called after her friend as she blocked her at the bottom of the stairs. "Where have you been? It's been weeks!" Ruby asked.

"There seems to be a... misunderstanding." Penny replied before continuing past Ruby.

"What?!" Ruby asked, seeming quite hurt. "Penny... Is everything okay?" Ruby asked as Penny continued to ignore her. She was acting strangely and Ruby was determined to find out why. Ruby frantically grabbed Penny by the arm, halting the girl. "Penny, please stop! 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." Ruby pleaded as Ace rejoined the two.

"Penny, we've been worried about you for weeks now. The least you could do is give us an explanation. You said that you would want your friends to talk to you if something was up right?" Ace asked.

With a sigh Penny glanced around before moving closer to Ace and Ruby.

"It isn't safe to talk here." She stated simply. "Follow me." She said walking once more.

Ace and Ruby gave each other a confused look but follow after as requested. They followed the normally energetic girl to the city. Penny abruptly stopped looking around at their surroundings. Ruby placed her hand on Penny's shoulder startling the girl briefly. She was on edge for whatever reason and it was getting worrisome.

Penny faced the two and sighed before speaking once more.

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

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

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

"Then where did you go?"

"That's something I would like to know as well. Last I saw of you was when I was on the roof watching you take out a small army almost by yourself. Next thing I know you just… Vanished. You didn't even say good bye." Ace said with hurt in his tone.

Penny's expression shifted to one of guilt briefly before she answered.

"I've never been to another kingdom before. My father asked me not to venture out too far, but..." Penny paused thinking on how she could best explain the situation her friends were unaware of. "You have to understand, my father loves me very much; he just worries a lot."

"Believe me, I know the feeling." Ruby said grinning earning a grin from Penny as well.

"Same for me, except it's usually my mother who's the worried one." Ace chuckled.

"But why not let us know you were okay?" Ruby asked continuing her interrogation.

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

"Was your dad that upset?"

"No, it wasn't my father..." Penny tried explaining but the sound of megaphones distracted the group.

Turning the corner they spied a platform in the center of a plaza where the holographic image of a man was displayed before six AK-130 Androids. There were large crates behind them as well as a large crowd in front.

The group recognized the holographic man to be General Ironwood from Atlas. Soon he began to speak.

" 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?" He asked as the crowd clapped, the robots bowing in response. "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!" He announced proudly.

The crates opened and from them emerged six more machines. They were similar to the first ones but much more upgraded. The new robots stepped forward, trampling their predecessors with ease.

"Smarter, sleeker, and admittedly, a little less scary, these models will become active later this year, but they won't be alone!" Ironwood announced.

'Just how much more could he be adding?' Ace wondered.

"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." Ironwood continued drawing their attention.

"Ace? Ruby..?" Penny said trying to get their attention with no success as Ironwood continued to speak.

"So, our kingdom's greatest minds, in cooperation with the Schnee Dust Company, are proud to introduce... the Atlesian Paladin!" He announced, his image fading away, quickly being replaced by a projection of a machine twice the size of even the newer models. "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!" The disembodied voice of the General stated.

"Whoa..." Ruby said in amazement.

"That is one, big mech…" Ace said in a matching tone. "Make's our Grimm Mech look like a puppy…"

"Ace, Ruby? Maybe we should go somewhere else." Penny suggested with concern lacing her voice.

At the same time, two armored soldiers noticed Penny, pointing to her. She backs away carefully before breaking into a dead run down an alley. Ace and Ruby noticed this and called after her.

"Penny! Wait! Where are you going?" Ruby shouted.

"Ruby look!" Ace said pointing at the two soldiers that were heading for Penny.

Realizing Penny's situation, the two followed her in an attempt to catch up down the winding alley.

"Down here! She went this way!" One of the Atlesian soldiers called to his partner.

As the friends ran across the street, the two soldiers followed close behind, almost causing an accident with an oncoming car. They swiftly made it into another narrow alley. Ruby hung back quickly drawing Crescent Rose and cutting down a support beam holding a stack of crates, before returning back to its resting spot. The crates came down in a torrent, filling the alley and blocking the path behind them.

When Penny was right ahead of her, Ruby leapt into the air, running along the wall before launching herself at Penny.

"This way!" Ruby shouted as she picked up Penny, but quickly discovered Penny was much heavier than she had anticipated. Unable to keep up with the strain of carrying her hefty friend, Ruby crashed to the ground, Penny falling straight down as Ruby tumbled into the middle of the street. In her dazed state she didn't notice the truck barreling towards her.

"Ruby! Move!" Ace shouted as he was not close enough to help her otherwise.

Quickly Penny pushed Ruby out of the way and held her palms out. The truck unable to stop, collided into her hands before coming to an abrupt stop, the ground beneath Penny's feet crumbling from the force.

Ace and Ruby stared in awe as their friend had not only stopped the vehicle with her bare hands, but was actually holding it up a few inches from the ground. With no damage done to either party, minus the now crumbled hood of the truck, Penny put the truck down.

"She's… She's so strong." Ace gasped.

"Penny..?" Ruby called to her friend.

"Are you okay?" Penny asked the frightened driver that they recognized as the Dust till Dawn shopkeeper.

"Uh-huh..." Came his frightened reply.

Penny grew fearful of the crow of people, drawn to the commotion she had inadvertently caused saving her friend, and ever more so when the soldiers from before reappeared causing her to run back into the alley and past a still stunned Ace.

"Penny! Come back!" Ruby pleaded as she took off after her friend once more. "Ace!" She called snapping him out of his shock.

"R-Right." He stammered looking at the crowd of people blocking the soldiers before giving chase as well.

"Um... Uh..." Penny mumbled as she tried to choose a path of escape.

"Penny! Please! What is going on?! Why are you running? How did you do that?!" Ruby asked quickly despite how exhausted she was from running.

Ace leaned against a wall catching his breath as he too was tired from the constant running.

"Penny… Stop running. I can tell you're hiding something. Just tell us." Ace panted.

"I-I can't! Everything's fine!" Penny lied, hiccuping. "I-I don't want to talk about it!" She stated hiccuping again.

"Penny, if you can just tell us what's wrong, we can help you!" Ruby reasoned as Penny tried to retreat.

"No! No, no! You wouldn't understand..." Penny said sadly.

"Let us try! You can trust us."

"Penny, we won't judge you, but we can't help you if you don't let us." Ace said.

"You're my friends, right? You promise you're my friends?!" Penny asked frantically.

"I promise." Ruby answered softly.

"I promise as well." Ace answered. "And I always, no matter what, always keep my promises."

Penny remains silent for a little bit, looking at her hands.

"Ruby... Ace… I'm not a real girl." Penny said showing her palms.

At first glance they appeared to be injured, the skin peeled away. But it wasn't blood underneath. It was metal.

"Penny, I-I don't understand..." Ruby started as she and Ace looked at their friend for any explanation.

"Most girls are born, but I was made. I'm the world's first synthetic person capable of generating an Aura." Penny said turning her head away sadly. "I'm not real..."

Ruby surprised her by taking her hands in her own.

"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 or Ace?" Ruby asked with a smile.

"I don't... um... You're... taking this extraordinarily well." Penny said in astonishment. She looked at Ace who was still staring. "Ace?"

"You're… You're a robot?" Ace asked hesitantly, to which Penny nodded. "That's… That's… That's incredible!" Ace exclaimed. "Oh my Dust, you can't even tell me that isn't cool! And you can't even tell!"

"You… You don't mind being friends with a machine?" Penny asked in surprise.

"A machine? Oh no, no, no. Penny, you're so much more than that. You're a person. More importantly you're our friend. The fact you were born of metal won't change that." Ace answered sincerely.

"You're not like those things we saw back there." Ruby said tapping Penny's chest. "You've got a heart, and a soul; I can feel it!"

"Ooohh... Oh Ruby! Ace! You're the best friends anyone could have!" Penny said happily, picking up the two with ease and hugging them tightly. Perhaps a bit too tight.

"No wonder… You wanted to keep it such a huge secret." Ace grunted.

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

"Oh, he's very sweet! My father's the one who built me! I'm sure you would love him!" Penny said, back in her usual happy mood. She lowered her friends back to the ground relieving them of her death grip.

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

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

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

"They like to protect me, too!"

"They don't think you can protect yourself?" Ruby scoffed in disbelief.

"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 Vytal Festival. I want to see what it's like in the rest of the world, and test myself in the Tournament." The android girl explained.

"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..." Penny said confused.

"Check down here!" One of the guards from before said not too far from the teens' position.

"You have to hide!" Penny exclaimed grabbing Ruby and carrying her towards a nearby dumpster.

"Whoa, wait! Before you throw my girlfriend in the dumpster, let me offer a different method." Ace said taking Ruby from Penny.

"Girlfriend?" Penny asked curiously.

"Oh yeah. Penny, since we last saw you, me and Ace have started dating!" Ruby explained.

"That's sensational! You'll have to tell me all about it some other time!" Penny said excitedly.

"Penny, wait! What are you doing? You don't have to go with them! We can help you!" Ruby protested.

"It's okay, Ruby. They're not bad people; I just don't want to get you both in trouble. Just promise me you won't tell anyone else my secret. Okay?" Penny requested.

"I promise." Ruby replied.

"I promise too." Ace added.

"Thank you. Now please hide." Penny ordered.

"On it." Ace said activating his semblance and cloaking both himself and Ruby.

"There she is!" One of the soldiers said as him and his partner rounded the corner.

"Sal-u-tations, officers!" Penny greeted the pair normally.

"Why were you running? And what happened to those people you were with?" The soldier asked.

"What people? I was by myself all day!" Penny lied, hiccuping once again.

"You shouldn't cause such a scene." The soldier said reprimanding the girl.

"Are you okay?" His partner asked in a much nicer tone.

"Just a scratch." Penny replied showing her 'injured' palms.

"Penny, your father isn't going to be happy about this." The first soldier said sternly.

"Please, just come with us." His partner requested.

"Yes, sir!" Penny said in compliance before they left the alley.

Once they were out of sight, Ace uncloaked himself and Ruby.

"Whoa, we were invisible. That was so cool." Ruby gushed.

"My semblance has its advantages." Ace grinned. "Like keeping you out of that smelly dumpster."

"Thanks for that." Ruby said.

A rat suddenly scurried over her foot, making Ruby freak out.

"Eww! Get it off, get it off!" Ruby shrieked.

"Geez Ruby. It's just a rat. You can't tell me my courageous girlfriend that hunts monsters is afraid of a rodent." Ace laughed.

"They're just so gross…" Ruby mumbled.

"Ha ha. Come on, let's get out of here."

Suddenly their Scrolls buzzed alerting them to a call from Blake.

"Everyone! If you can hear me, we need back-" She started, sounding distressed before Sun cut her off.

"HEEEELLLLP!" Sun shouted, being heard loud and clear from Blake's Scroll. Big robot! And it's big! Really big!"

"Oh, I am not missing this! Let's go Ace!" Ruby said excitedly.

"Don't have to tell me twice!" Ace said as they dashed onward.

"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.

"HURRYYYY!" Was their only reply.

"You heard the man. Let's go!" Ace shouted.

"Yeah!" Ruby cheered.

The sky had become dark, and after much running, Ace and Ruby began to slow.

"Where are they? You would think finding a giant robot would be easy." Ace mused looking around the highway.

"Blake! I'm in position!" Weiss announced over the Scroll drawing their attention.

The sound of heavy mechanical footsteps could be heard from the distance and before long the source of the noise stumbled off the overpass and in front of Ace and Ruby.

"Ace, I think we found them." Ruby said as her teammates landed next to them.

"I said it once and I'll say it again. That is one big robot." Ace said as the Paladin stood back up.

"That's exactly what Sun said." Blake stated.

Roman chuckled as he approached the group.

"Hello girls. I see you brought some new friends to play with." The master thief mocked.

"Freezer Burn!" Ruby shouted before she and Blake jumped out of the way, Ruby firing Crescent Rose to propel her backwards.

Weiss cast one of her ice glyphs on the ground in front of her before Yang leapt into the air and smashed into it. Instead of ice forming, Yang's heat combined with the Glyph making a mist around the field and surrounding the Paladin blinding it.

Ace used this opportunity to cloak himself and prepare for a stealth attack.

The Paladin activated some form of laser sensors to search out its targets. Blake and Yang ran around it drawing its attention as it tried and failed to track them. Taking a wild shot, it fired a blast that narrowly missed both Blake and Yang.

Ruby rushed forward slashing the Paladin with her scythe. The force was strong enough to stagger it but not powerful enough to leave a scratch on the metal suit.

"Checkmate!" Ruby shouted, this time Weiss and Blake teaming up.

The monochrome duo went for the feet until, slashing with their weapons. Weiss jumped up and stabbed her rapier intone of the front sensors destroying it. She formed a glyph and leapt away to safety. Noticing that the Paladin's foot was raised to crush Blake, she summoned another glyph under her teammate to launch her backwards before the crushing blow could land.

Irritated with the pesky teens, Torchwick fired a volley of missiles at the duo. Blake and Weiss maneuvered out of harm's way as the rockets hit nothing but pavement. Unfortunately Weiss leapt too high giving Roman the perfect opportunity to send a twin energy blast straight for her. Weiss deflected both blasts but they were a bit too strong and launched her backwards.

Weiss cast a beam of light from Myrtenaster to the ground under Blake, forming a yellow clockwork circle that's absorbed into the Faunus girl and surrounded her with a yellow glow. Roman fired another volley of rockets, this time Blake using the time augmentation to slice through every missile before they could even get close, detonating them a safe distance away.

A loud thunk could be heard from the top of the Paladin alerting Roman. Checking the monitor, Roman became confused as he saw nothing. No shots were fired so what made that noise?

"Where are you?" Roman whispered looking around.

Suddenly right in front of him Ace uncloaked, hanging from the top of the Paladin's head.

"Boo!" Ace yelled startling the cocky criminal.

"Gah! You nearly gave me a heart attack kid." Roman said, flailing the mech around to shake Ace off.

Ace held on, drawing Lunar Fang from his side. Taking the blade in both hands Ace began repeatedly driving the sword into the front of the thick metal armor, barely penetrating its chassis.

"Get off!" Roman growled, using the mech's right arm to try grabbing Ace.

Ace evaded back to the top of the Paladin, making Roman miss and instead hit his own mech.

"Wow, you actually fell for that age old trick." Ace laughed jumping off and rejoining his friends on the ground.

"Nice move Wolfie!" Yang commended.

"Ladybug!" Ruby ordered, herself and Blake springing into action.

The two dashed back and forth beneath the Paladin, slashing its legs with each pass. After doing little more than making Roman angrier, both launched themselves into the air and came down together on the shoulder, severing the left arm from the machine entirely.

Yang using the distraction leapt onto the back of the Paladin and began furiously punching the Paladin, Ember Celica firing with each impact.

On the inside of the mech, Roman was being bounced around with every hit as the machine flashed red, showing it was being critically damaged. Not beaten yet, Roman moves the mech backwards slamming Yang clean through a support column and almost embedding her in a second.

As she falls helplessly, Roman re-positioned the Paladin to face her before delivering a powerful punch with the mech's remaining arm.

"Yang!" Blake cried out in concern for her partner.

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

Ace transformed Lunar Fang and began unloading rounds into the Paladin giving the blonde brawler time to get back up. The Paladin shrugs off the attack and swipes at him, knocking him backwards.

"Ace, are you okay!?" Ruby asked.

"Yeah, I'm fine." Ace answered getting back up.

Yang finally back on her feet, shined with a brilliant glow from all the energy she had absorbed from her beating. Torchwick sent another punch, hoping to finish the brawler with a final strike. Yang caught the fist with ease, her eyes burning a deep red with her enhanced state. With a single punch, Yang shattered the remaining arm completely.

"Looks like Torchwick's been… Disarmed." Ace smirked.

"Funny." Blake said rolling her eyes. Ace merely shrugged at her response.

Torchwick, now very vulnerable with his damaged machine, desperately kicked Yang away to avoid further damage, sending her flying past the group.

"Bumblebee!" Ruby ordered.

Blake quickly threw Gambol Shroud to her partner, Yang taking hold of it when it was within her reach. Using the momentum Yang already created, Blake swung Yang around and back at Torchwick. The criminal is quick on the draw and side steps, Yang missing him completely.

"We have to slow it down!" Ruby shouted.

"And how do you propose we do that?" Weiss asked.

After a few seconds Ruby had an answer.

"Ice Flower!"

Ruby aimed Crescent Rose at Roman while Weiss summoned glyphs to surrounded the sniper rifle's barrel. Ruby fired her weapon, sending a Glyph charged round straight into the Paladin's chest. The round exploded on contact forming large spikes of ice on the impact zone. A few more shots completely encased the mech, immobilizing it.

Now with a much easier target in sight, Blake once again swung Yang back around, the blonde hitting the Paladin full force, decimating the rest of the suit and ejecting Torchwick onto the ground.

"Just got this thing cleaned..." Roman mumbled as he stood up unharmed.

Yang fires a round at the defenseless thief, but her shot is intercepted by a short girl with pink, brown, and a bit of white hair. Her eyes are also differing colors, one being brown, the other pink. The newcomer opens her pink parasol and deflects the full blast leaving herself and Roman unharmed.

"Ladies, Gentlemen, Ice Queen..." Roman said earning a "Hey!" from Weiss. "Always a pleasure! Neo, if you would..." He finished turning to the short girl who curtsies to the group.

Yang ready to take out the new foe rushed forward punching at her. But instead of hitting her target her fist smashed into a wall of glass, shattering it. Both Torchwick and the multicolored girl have vanished only to be seen on the side of an escaping Bullhead.

Torchwick had escaped them again.

"So I guess he got a new henchman..." Yang stated.

"Yeah, I guess she really made our plans... fall apart!" Weiss replied, snickering at her own attempt at a joke.

"Oh geez…" Ace said with a smile as Ruby laughed a bit.

"No. Just... no." Yang sighed.

"What- But, you do it!" Weiss argued.

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

"Was this not it?" Weiss asked.

"No, it just wasn't very good." Yang answered walking away with Blake.

"Well, at least I'm trying!"

"Don't worry Weiss. No one laughed at my joke either." Ace said comforting the girl.

"Oh, Ace. I said hey to the twins for ya. They both say 'hey'." Yang informed.

"Nice."

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

"Eh, I'm sure they're fine." Ace replied as they made the long trip home to Beacon.


Ace entered his room to find Matthew, Zweii and Dezaryl laid haphazardly on their beds.

"Hey guys. What happened to you two?" Ace asked the archer and the knight.

"Fox and Yatsuhashi kicked their asses." Matthew answered.

"It wasn't a total shut out. We actually did well for a while." Dezaryl stated.

"We fought hard, but in the end they had more experience." Zweii said tiredly.

"There's no shame in that." Ace said. "How'd was tutoring Matt?"

"Long and frustrating… But I'm starting to get the hang of it." Matthew answered. "What did you do all night?"

"We fought a giant robot. It was intense." Ace answered removing his armor and getting into bed.

"Wow. Seems we all had a long day." Matthew sighed.

"Find anything on Torchwick?" Zweii asked.

"Not much other than the fact he's recruiting more people to make our lives harder." Ace answered.

"Think we can handle it?" Dezaryl asked.

"As long as we stick together, we'll be just fine." Ace answered. "Good night guys."

"Good night."

With no more to say, the tired teens drifted to sleep.


A/N: Sooo... How have you all been? I hope you had a wonderful holiday season. I know I did. As of Christmas Eve, this story has surpassed 20,000 views!

I'm not gonna lie, my absence was a result of an epic case of the lazies. For that I sincerely apologize. So as a way to show I'm sorry I have made this chapter longer than most. I will note that I have started up college again and i don't have as much free time as last semester to write but I'm going to try getting these out more frequently. Try is the keyword.

If you like what you're reading don't forget to Fav, Follow, or even leave a review to show your support. I'll catch you guys in the next installment.