The day passed in a blur for Winter, fulfilling her duties and then training as she always did. It was well into the evening when she received a call on her scroll from Ironwood to meet up at the usual location outside of the medical centre. Prowling the silent halls, she kept her eyes peeled for any students sneaking out at this time. It was a rare occurrence, but Winter would be lying to herself if she said that she didn't enjoy it.

Watching their faces drop in terror, as she snuck up on them and calmly muttered, "And where do you think you're going?"

It had many made jump, babble out pathetic excuses, or simply pretend they were lost. Yet, on that night, Winter would encounter no such mischief. The dorms were primarily quiet; those that weren't sleeping were on assignments all around Atlas or assisting the military around Mantle.

"We really are stretched to our limit," she thought miserably to herself.

And so was he.

She found Ironwood standing outside the medical centre, Penny by his side and two altesian doctors already removing his jacket.

"I thought you were getting sleeping tablets or something," Winter said in disdain, "You're doing this again, sir?"

"Winter, the sooner I get this done, the safer we'll all be," he replied before he turned a confused-looking Penny. "Thank you for the report, Penny. You can get some rest now."

"But I feel fully charged! I am the protector of Mantle after all!" she exclaimed joyfully.

"That you are, but don't over-do it. Pietro wouldn't forgive me," the general mused, "Also, I'd like some time alone with Winter, if you wouldn't mind."

Penny smiled, bowed and departed, leaving the two Atlesian soldiers gazing at each other. Ironwood removed the last of his upper garments and handed them to one of the nearby doctors, who simply said, "We'll be waiting inside, whenever you're ready, General."

Now the two were alone, in this silent corridor.

"Winter," he said thoughtfully, "I was training with Oscar today. I've set up a communication network between him and his aunt. He told me you'd been discussing that earlier."

Winter nodded but didn't say anything else.

"Why did you attach a tracking device to the relic?"

"To keep track of it, in case it's stolen, sir," Winter replied.

"You didn't bug it at all?"

"No," Winter said, honestly, "Why, what's wrong with it?"

Ironwood didn't reply, instead the general took one look down at his metallic chest, and in those moments, the answer became clear to his subordinate.

"You can't be serious, sir; there's no way...!"

"If they hack into our systems, they'll know exactly where the relic is!" Ironwood exclaimed.

"So, you want to remove the tracking device!?"

"Not yet, but if there's any sign of tampering in our systems, then I'll remove it myself."

Winter was reminded of Fria at this point; it seemed that the second something went wrong. The panic button was going to be pushed, and Winter wasn't sure if she liked that all, despite understanding how essential it was.

"Sir, you can't keep on having operations like this," Winter said, changing the topic and gazing back into the medical centre.

Ironwood looked down at his body once again and sighed.

"No," he muttered, "It's necessary."

"You've never had a problem with it before," she said.

"That was before Beacon," he replied.

The silence between them was absolute; Winter hated whenever he'd do this. The man already looked sleep-deprived enough as it was, and she knew full well he'd had a busier day than her even. Going through that much in a day, and then having these operations at night, only to wake up early tomorrow and carry on as if nothing had happened.

She usually agreed with his decisions, but she knew that this was one he was making out of paranoia and had been vocal on the topic.

Not that he listened.

"I spoke to your father today," Ironwood muttered, also changing the topic before Winter could lecture him. "He wasn't too happy about me interfering in the old dust mine or the embargo."

"So I've heard," Winter said cooly before she detected a darker glint in the general's eyes.

"He didn't see Weiss did he?"

Ironwood nodded.

"He made some vague threats to her, but your sister stood her ground," Ironwood informed her.

"He has no shame at all!" Winter snapped, torn between hatred for her biological father yet pride for her sister at the same time. She had indeed grown from the child she once was.

"The group have also been made aware of your role as the new maiden," Ironwood added, "Your sister seemed shocked. I imagine she'll ask about it the next time you meet."

"I understand," Winter said, "Is there anything else you need me here for?"

"No, I just wanted to keep you up to date," he said.

"Couldn't you have just called me on my scroll?" Winter inquired.

"It's important I speak to you in person," Ironwood said. "I don't want anyone intercepting our conversations. I trust you with more information than anyone else."

Winter knew that was true, she remembered finding Ironwood shortly after he'd returned from Beacon after the fiasco that was the tournament. She'd never seen the man in such a state before, and it was there he'd told her things that he'd never told anyone else. It certainly helped to explain how he turned out the way he had.

However, that didn't excuse his paranoia now.

"I also want to thank you for not causing trouble. I hope you've come to trust the group." Ironwood said.

"Not yet," Winter admitted, "I just hope that if they are lying, they'll come clean to you."

Ironwood sighed.

"No convincing you to stop, is there?"

"I could say the same to you," she replied, as the general chuckled, looking into the medical centre.

"I'm heading in now; you get some rest Schnee, I'll see you in the morning."


Winter looked at the gleaming floor. She had been sat in this chair outside of the medical centre for the past hour. Despite Ironwood's instance that she get some rest, she wasn't going anywhere.

She lay back in the chair and felt her heavy eyes close of their own accord; the complete stillness of the academy was peaceful yet unsettling in many aspects. Back when she studied here, she remembered these areas being more rowdy. Of course, Atlas's standards were high, and she dreaded to think what went on in Beacon, Shade or Haven.

But once upon a time, these quiet corridors had an aura of life to them.

Now, they were cold and still.

However, they weren't completely dead; as Winter heard approaching footsteps a few minutes later. She opened her eyes and waited to see who was about to round the nearby corner.

She'd hoped to catch some student sneaking out and prepared to have some fun.

Yet the figure who arrived was someone Winter wasn't expecting to see.

"Hmm... you're still here?" Penny Polendina asked.

"I'm waiting for the general," Winter said, "I thought you were resting."

"I don't get tired, and I was bored," Penny said, approaching her. "And all my friends are asleep, so I thought I'd go on patrol duty!" she proclaimed, dramatically punching the air.

Winter grinned in amusement.

"Well, I suppose that makes two of us," she said.

"Sooooo... what are you waiting for the general for!?" Penny asked with childlike curiosity as she peered into the medical centre. The large glass panel gave a clear view of a few beds, but the lights were off, and there was nothing to see. Many of the patients were given privacy and treated in rooms further back.

"He's having an operation," Winter explained.

"Oh," Penny said, her eyes widening, "He's not sick, is he?"

"No, nothing like that." Winter muttered, getting to her feet, "Ever since Beacon, he's... how do I put this... restoring himself."

Penny blinked, clearly confused.

"What does that mean?" she inquired.

"You know General Ironwood has had cybernetic implants since he was young," she explained. "There's always been technology to regrow organs, skin and bones. But it's a slow and painful process that takes years and involves a series of painful operations. For many people, it's far more convenient and much cheaper to just keep prosthetics."

"So why does the general have these operations?"

"He... he's not as keen on technology since Beacon," Winter said, "After what happened to you and what happened to his soldiers, he doesn't want to take any chances."

"So, he doesn't trust himself?"

"The general thinks he's a danger to others," Winter muttered sadly. "He's convinced that our enemies will hack him."

Penny looked at the ground, clearly troubled.

"It sounds crazy, I know. But we've run tests, and it is possible to control prosthetics if they're infected with an external virus." Winter uttered.

Penny looked downcast at this news.

"It would take someone with great ability to do that, but ever since Beacon. We're certain Salem has access to someone who could do exactly that." Winter explained.

Penny looked downright miserable now.

"So much of Ironwood is... Iron." Winter muttered, "If the worst was to come true, he'd be fighting half of himself. His Ironside." she said. "They could shut down or damage his internal organs, or even have him raise his gun to someone's head before they could react," Winter mumbled. Before looking over at Penny. Seeing how depressed the android looked, and felt a pit of shame in her stomach. How had she so blatantly told the worst possible person about all of this!? She hadn't even stopped to think.

"I'm sorry, Penny, I didn't mean to say that much," Winter admitted shamefully, "The General doesn't want people to know. I shouldn't have spoken."

"No, it's okay." Penny replied, looking more hopeful now, "I guess it explains why he looks so tired all the time."

"He has these operations at least once a week, and on top of everything else he's dealing with," Winter said. "I just think he's being overly paranoid, and I don't want it to worry you," Winter said. Forcing a smile as she placed her hands on Penny's shoulders, the way Ironwood would usually do to her. "What happened to you at Beacon won't be repeated, and there's no chance we'll let you get hacked."

Penny offered a thin smile in return.

"But you just said it could happen," she muttered.

"If it did, we'd get you back," She reassured the girl, "and do you think Pietro would let something awful happen to you again?"

Penny flashed her a more genuine smile.

"No, he wouldn't," she admitted, "But talking about all of this reminded me of Beacon," she said.

"I'm sorry to have reminded you of that," Winter said.

"It's okay; I've been thinking about what happened ever since I saw Ruby and my friends again!" Penny said brightly, "It was scary, but I was glad to be brought back. I'm just sad because I couldn't help at the time."

"That wasn't your fault," Winter reminded her. "Besides, you're helping now. You've gone above and beyond from what was expected of you. Now you're doing the work of 100 soldiers down in Mantle; that's something to be proud of."

Penny's smile widened.

"Thank you," she said, "But that's what I was designed for; I'm not a real girl; I'm just doing my job."

"Penny, you have aura; you're as much a real girl as anyone else," Winter comforted her.

"Ruby said something similar back in Beacon," Penny mused happily.

"Well, there you go then," Winter said, "Don't worry about any of this; the general may change himself. But he wouldn't change you."

"Well, that's because I'd be forced to self-destruct if I was compromised!" Penny said.

"I really wish you wouldn't say that so happily," Winter muttered. "But I suppose that's the advantage of a cybernetic body, and you know Pietro would give part of his aura to give you life once again."

"Yep, I can be rebuilt. But I'd prefer not to go through that again," Penny said, "Although, I wonder what it would be like to be a real girl. I'd have to sleep like normal people and go to the toilet and eat things."

"To be honest, those type of things can bring you down. Needing to eat and sleep," Winter admitted, pointing at the bags under her eyes, "Sometimes I wish I was cybernetic. I could have all your abilities and not worry about sleeping or eating."

"Maybe we should swap!" Penny suggested brightly, "I could eat with Ruby! and you can go work all night and not get tired!"

"In an ideal world," Winter said, "Anyway, Penny, could you keep this between us? Not many people know."

"My lips ARE SEALED!" Penny shouted.

"Just say it a little louder; I don't think the whole of Atlas heard you."

"Sorry."

"It's alright," Winter mused, "Anyway, aren't you on patrol duty? The general will yell at me for being here. I don't want you to get in trouble as well."

"Oh, okay," she said, "But won't he need rest after his operation? Won't he be in pain?"

"You know his semblance," Winter said, "He'll be fine. But he definitely needs rest. That's why I'm waiting to make sure that he does."

Penny frowned.

"But you need rest as well."

"I'll rest when he does," she said simply, "If he carries on like this, he'll wear himself out."

"So will you," Penny muttered.

"I'm not important," Winter said simply, "Not compared to him."

"You're going to be the new maiden; you're very important!" Penny stressed, "You know I'm going to stay with you tonight! and make sure you both sleep!"

"Penny, it will be easier if you let me handle this; if you stay, you'll just end up getting in trouble. I don't want that for you." Winter said.

"But you're turning people away the same way Ironwood is!" Penny exclaimed, "Please, let me help!"

Winter sighed; she didn't know why it was Penny of all people making her see sense. But the redhead had a valid point. The more Winter tried to help her commander, the further the future maiden herself was falling into a state of decay.

"Okay," she finally said, "Are you sure you...?"

"Yes."

Winter smiled; it was nice every now and then to have someone else to watch your back.

And to remind her that she wasn't alone in her mission to help Ironwood.


"Winter..." Ironwood said simply, half an hour later, as they walked through the empty corridors with Penny, "If you keep disobeying my orders like this. I'm going to have to have you replaced."

"You'd never do that," Winter replied.

"I'm serious," he growled.

Penny looked worried, but Winter didn't even flinch.

"You can sleep on it and decide in the morning," she muttered as they reached his private quarters. Using his security card, personal fingerprint, a typed in password, a typed in number code and then a face scan. The door finally opened, revealing a modestly sized room with a single bed and en-suite bathroom. The whole room was bare, and dust lined the bed sheets and furniture. It was as if nobody had lived in this room for months (which in, Ironwood's case, he probably hadn't).

"This place needs dusting," Penny observed.

"That's not important," Ironwood said, "What's important is that Winter here gets her rest."

"I slept last night; when was the last time you slept, sir!?"

"I have work to do..."

"You've just had another operation, you-need-rest!"

"What I need is to protect Atlas!" Ironwood snapped back.

"Don't argue with me now; my head hurts." Winter moaned, feeling the beginnings of a migraine in her temple.

"That's because you need to sleep!" Ironwood insisted.

"Or maybe it's because you're being such a pain in the backs...!"

She didn't finish her sentence because moments later, Penny had thrown something into her open mouth (same with Ironwood). Before she could spit it out, Penny had moved in a flash and had titled both their chins upwards.

"Swallow!" she exclaimed.

Ironwood grumbled something.

"Swallow, trust me. It will help!" the android pleaded.

Winter ended up swallowing it. Whatever Penny had thrown had left an awful aftertaste.

"Polendina, what was that!" Ironwood snapped, having also swallowed the object, as Penny released them.

"Well, I was gonna give you them in a tea or drink. But this works as well!" Penny said.

"Throwing it into our open mouths!? We could have choked!" Winter exclaimed.

"I know various methods to clear your airways, in medical emergenices!" Penny said. "Now you should be feeling the effects any second now."

"Effects of? Penny, you better n... n... no... not...av..." Ironwood stuttered, his eyes quickly losing focus. The general stumbled on the spot; Penny promptly rushed up behind him as he collapsed on his bed, snoring already.

Winter felt the effects as well; she lay on the ground before she could fall. Tiredness overcoming her rapidly.

"I got you some strong sleeping pills from the medical centre when you two were busy arguing!" the redhead exclaimed, clearly proud of herself.

Of course, Ironwood had instantly reprimanded Winter the second he'd left the centre. For not only staying behind but involving Penny as well. At some point, the android must have gotten the recommended sleeping tablets from the doctors. When the pair of them were distracted. Winter had to admit, she was as surprised as she was impressed by Penny's sneaky intuition.

"Don't worry, I'll watch to make sure you both get a good night's sleep!" Penny reassured her.

That was the last thing Winter heard before the world went black.


A/N: Okay a pretty uneventful chapter overall. Just some Penny, Winter and Ironwood conversations. Also the irony of this chapter is that Ironwood is paranoid about techonology since Beacon. But it's a piece of this tech (Penny) that ulitmately helps them in the end. Also just because Penny is as wholesome as can be, I wanted to make that aspect of her shine here. Does she really need to rest and sleep? Well as an android I'm going to conclude she doesn't, but she'll need to occassionaly "rest" to charge up her systems. But she can keep going longer than most.

About the restoring flesh part, it sounds stupid but I thought giving these operations clear drawbacks would explain why everyone in Atlas isn't signing up for it. and some people would probably prefer the benefits of prosthetics and get used to them after a while rather than have expensive and painful operations. But I'll go into further detail in a few chapters on the op's and why Ironwood is having them.

Anyway, hope everyone noticed the cheesy title drop! Couldn't help it and next chapter we'll have a bit of Winter. Before we meet some quirky military folk with Team RWBY as well as the happy huntresses themselves, along with some good old Qrow POV. Anyway onto answering reviews!

Guest- PREACH!

Engineer1869- Thanks for reviewing both chapters! I really loved your point on how Blake's line of thinking can lead to people hating on the Faunus. It's a shame that (in the show, after Adam dies) she's given nothing to do when there was so much potential for her in Atlas. Let's just say at the minute it's easy for her to feel superior to Adam, but she's going to discover how easy it is to be radicalised in a place like Atlas I won't say much more but her arc will go places. For your point about Whitley, yep there's tons of potential with him as well, but we won't get to him for a while, but when we do Weiss and Winter will have some self-reflecting to do as well. Anways thanks for the reviews once again!

gruntsbreeder- Thanks for your kind words! Yep, I'm trying to make the bond between Winter and Ironwood strong, as it's the emotional core of this fic and I hope I can do it well.

Malignantsilhouette- Great observations, espeically on Blake and Yang. I too found them completely unbearable through Volume 7 and 8, less so Blake more so Yang. But still... they not only lie to Ironwood but go behind his back to tell Robyn of all people about his plans, it's just... ugh. And yep as I mentioned above Blake will get an arc this fic, but her and Yang are written to be... annoying shall we say? Not villianious, but their way of doing things will clash with the group. I just hope it doesn't put people off, but I want to make them flawed and have them called out on it so they can grow and develop. Anyway before I ramble thanks again for reviewing!

Guest- I hope I can continue to impress you and hopefully not go woke and broke. But yep it really is RWBY's self righteousness that puts me (and several others) off them as characters. But I'll try and keep common-sense going. Even if this chapter shows that Ironwood himself can sometimes sometimes discard it to do what he feels is right. Anyway thanks again for reviewing!

Lucky Prospector- Hmm... interesting point on the maidens and relics. I love the fact that the show brushed over the downfalls of telling everyone the truth. Yes it has it's benefits but now every bandit gang (i.e like Raven's) will realise if they can kill the maiden and gain the powers they can cause trouble (and get access to the vaults). Ozpin kept it secret for a reason and although we are chapters away from it, this is a point that will be adressed.

Detritus- Thank you! I'm a bit nervous now because I'm introducing a Qrow POV next chapter and tbh the story is pretty slow paced. I want to keep momentum going and not have this story feel like a slog, but then again RT have introduced so many characters with interesting plotlines (that didn't go anywhere) that it's hard to keep up sometimes. Anyway, hope I can do everyone justice and keep you interested!

merendinoemiliano- Hope you've had a great birthday! Also hope this fic continues to entertain you!

avaize- Wow, that's a big review! Thanks! Don't worry about writing too much because I love a long review with a lot of detail. Your point on Blake was well observed, Ironwood can't solve of all Atlas' problems and a lot misplaced blame is going his way. Agree with you on the Jacques bit, he's written as such a moustache twirling villian it's impossible for me to feel anything for him when Ironwood killed him. Are we supposed to be shocked? Horrorfied that James would do that to someone? Yeah, sorry I was activley cheering at that point But yeah hopefully this chapter adresses the fact that Ironwood needs to learn to trust people a little more. Granted he literally had to be forced to sleep, and have Winter watch him, but it shows Penny and Winter at least have his back. Also loved the comparisons you made between characters and the missed potential.

All in all I hope this chapter didn't upset you too much, (knowing what happened in V8).

Masterix- Trying to keep it fair is something I pride myself on. Admittley I am more on Ironwood's side, but I try and give RWBY a fair shot and hopefully do it well.

AxDevilman- Your continued support is appericated! Yeah I can get behind your points on wanting more Grimm detail and Marrow dropping clunky exposition on his cousin. I try to avoid that style of writing, but sometimes it just happens (will try and improve as chapters go on) Also right observations on Jaune, I see him as being angry at Oz and taking it out on Ironwood/Oscar. Also Watts got those hacking abilities! But I see your point on Cinder. Concerning the villians, yeah we're not gonna see much on their POV tbh. We know what they're up too and the cast is bloated enough, so it's a no to them (for now at least). Anyway hope I can do the discrimination well and I'm glad I succeeded last chapter!

and finally spiderboy2004- Thank you for your review!

Okay might have to start trying to shorten these A/N somehow as they are becoming as long as the chapter themselves. But then again lots of you are reviewing and I want to show that I appericate each one of your reviews and how they motivate me to keep writing. Anyway untill next chapter!