A/N: EDIT: Pesky flames! Shoo!

DOUBLE EDIT: Went back and enhanced a certain scene. Hope you enjoy.

We've got a nice long chapter for you all. Hope you appreciate it, because I'm reaaaaaaally not feeling well from that vaccine.

Hope you're ready. This chapter covers a LOT of ground, and I do mean a LOT. You'll soon see. Looking forward to reading your feedback!

Now lets answers some quick questions.

Q: Pairing is?

A: This chapter gives a concrete answer. Read on, by all means...

Q: Soooo...no plot armor?

A: Nope. This story's all about the struggle of black and white and moral grey. Fun as it is, it won't always be sunshine in rainboews. People WILL die in this story. Some good, some bad, and some, in between. That's a fact of life.

I thought I proved that already when I offed Jacques, but evidently people need a reminder...

Q: Can't wait to see Ambrosius work some magic!

A: Um...you do realize he can't destroy life, right? Nor can he revive the dead. Simple as that. You have a soul? That counts as life.

Q: What does Naruto think of Team RWBY?

A: When he meets them? Well. You'll see when it happens.

Lets just say this. He's loyal to James. James is his friend. He doesn't know Ruby or the rest. He knows Winter. He knows Penny. He knows Steel. He knows Ironwood. If he had to choose...yeah, he's choosing James in a heartbeat. Why wouldn't he? By his reckoning, James is doing his best to save the world with what little he has. Ruby can cry power of friendship all she wants, but at the end of the day, that's not enough to win a war.

Which bodes VERY poorly for our "heroes" if they get uppity.

Lets hope they choose well, eh?

Q: I simply must ask, how strong is Naruto in this story? He's not at his peak, right?

A: Naruto's no slouch. He can fight like hell to be sure and with most of his abilities intact...well. His enemies

Q: Are you going to do it? (You know what I mean!)

A: I am. We finally learn Steel's secret in this chapter.

Alright, I've kept you long enough. As ever, I own no references, quotes, themes or memes!

Now, then. Are you ready? Yes? No? Maybe so?

Here. We. Go.

"I will keep advancing. No matter what. I won't stop.

Until the enemies of Atlas are destroyed.

Until Salem has been defeated.

Until the world is safe.

I. Will. Not. Stop."

~A Soon To Be Seen Scene.

Let's Just Live

Winter saw it all.

Every moment of Naruto's life made manifest to her; each second preserved in perfect posterity. From his first memories to his last. She knew them as if they were her own. Knew him. She saw it all. No. That wasn't quite it. She didn't simply see his life. She lived through it. She watched him run through the streets of his village. Stood beside him as he earned his headband. Watched him endure injury after injury; triumphant victories, and crippling defeats. She saw every. Single. Second.

And she thought she had suffered.

More fool she! This...how...how was he even sane?! The torment and torture he'd suffered, and oh gods, his ARM...!

It was too much. His every experience, every emotion had been burned into her by his chakra. His memories mingled with her own and altered all she knew, changed her very sense of self. When he took a wound she felt it as if it were own. His joy was her joy. His sorrow, his sorrow. As if she'd lived another life through him. She wasn't how long she sat there. Seconds? Minutes? Hours?

...and why did she have a sudden craving for ramen?

She only knew when it ended because her stomach betrayed her; leaving her to double over and heaved, losing what little she'd eaten. All the trauma she'd seen, coupled with all the wine she'd been drinking...it betrayed her spectacularly. Naruto threw down a waste bin to intercept it and patiently cleared up after her.

"Its a lot to take in, I know." he massaged the small of her back. "But now you see what I mean. That was my life you just saw. Pretty gnarly, huh?"

She grimaced. "It was certainly-ack?!"

Winter opened her mouth to retort further to that effect, but her gorge betrayed her yet again. She doubled over and heaved anew. Naruto didn't leave her side. With infinite patience he crouched down beside her, pulled her hair back and continued to rub between her shoulders. Shame flooded her face, but she couldn't bring herself to resist.

"There, there." his voice was a gentle flame, gradually thawing her thoughts. "Its alright. You're going to be okay."

Under any other circumstance she never would've let anyone baby her in such a way. If she weren't so blasted weak right now...but no, that was an excuse. Somehow, she managed to get an arm beneath her and pushed herself into an upright position. Turning her head was an effort in and of itself, but she did so when he offered her a glass of water. It helped to wash the foul taste out, if nothing else.

"How did you survive all that?!"

The last shinobi quirked a brow at her.

"Lets see...push-ups, sit ups, and plenty of juice...?"

She smacked his shoulder. "That's not funny and you know it!"

"Sorry, sorry," he rolled his arm. "I didn't mean it like that. To answer your question I lived, because I had to." with that said, he turned and regarded a nearby wall with a curiously blank look. "Don't get me wrong, I loved my parents. Still do. I just had...a shitty childhood because of them." his visage twitched every so slightly. "I've moved past it." a rimmed iris regarded her over his shoulder. "You turned out better than I did."

Winter disagreed vigorously that assessment.

She might not have suffered the same as he, but only because she'd hardened her heart against it. Her soul was ice, frost that had only just begun to thaw. She had rebelled against Jacques, against the Schnee name, against everything. Longing for freedom, she had fled to the ranks of the military to get away, And in doing so, she'd sacrificed a crucial part of herself. Childhood? What childhood. She had none. In her desperation to free herself from her family, she'd left Weiss and Whitley to fend for themselves in that awful place. Not a day went by when she didn't regret that decision.

As such, Naruto's remarked wounded her more than he could possibly know.

Her brow turned stormy. "Is there a point to this?"

"The point, you silly Schnee, is that you need to be grateful for what you still have." his voice cracked at her like a whip. "At least you've a family, and a few good memories through them. Ah!" he clapped a hand over her mouth when she tried to speak. "I'm talking. You're listening-ow!" Rinnegant orbs narrowed as her teeth found his palm, but he didn't budge. "Did you seriously just bite me?!"

"Sorry," her lips twitched against his hand. "Reflex."

"Well, if you bite me again, I'm gonna reflexively headbutt you." those wild eyes flashed like twin storms. "We clear?"

Winter nodded once.

"Think about it." Naruto tossed his head, the motion of which sent his spiky bangs swaying. "Your mother loves you. So does your sister. Pretty sure Klein does, too. Whitley might, if you just sat down and talked with the poor boy. But Jacques?" he turned his head aside and spat on the floor. "He never cared. You shouldn't shed tears for someone who'd never cry for you. "Of course," and here he smiled, "If you really want to cry, then you should cry. It'll just eat away at you otherwise. Go on. Let it all out. Now, I'm going to move my hand." Those almighty eyes regarded her intent and didn't like what they found there. "You gonna sass me when I do?"

She shook her head.

He beamed and pulled way. "Good girl."

Heat pricked in her eyes as he did. "Its not fair. I'm not crying for what he was, I hated him, and yet...

...you weep what he could have been." his head bobbed. "What he should've been. I get it. Sappy philosophical stuff."

"Ass!" she swiped at him and he ducked the blow with languid ease.

A pall of awkward silence fell between the two of them.

"I know what it feels like to lose." Naruto broke it first, his voice low in the silence. "But death? That's final. You don't get to come back from that. Me? I got lucky." as she looked on he shivered a bit. "That was a once in a lifetime miracle, and I don't expect to see it again. You should hold to what you have, while you still have it." he shifted on the bed pinning her with his gaze. "You can be so much more than this." a hand came down on her shoulder, startling her. "At the end of the day, you just need to live your life without regrets." his forehead touched hers, bringing with it the faint scent of sunlight and soap. "In the end, that's all that matters."

Just...live?

The words resonated with Winter.

She looked up through her lashes at him, then.

Really, truly looked at him, as she hadn't before all this.

...who was this young man and what had he done with Naruto? The incorrigible prankster was nowhere to be seen. He looked crisp and calm in a Specialist uniform, the very picture of confidence. Like he'd finally decided to take things seriously. She rather liked that. Her heart did a flip in her chest, and a strange, treacherous heat crept into her cheeks.

Oh, dear...

Here and now, Naruto Uzumaki wasn't acting like the immature boy she'd wanted to throttle so long ago. Not the silly lad who pretended this was all a dream, the trickster and prankster who berated her at every turn. He was acting like a leader. His eyes were sharp, and smile sunny, yet stern. His presence...well, it hadn't changed per se, but it wasn't the same either. He didn't remind her of Qrow Branwen, or even General Ironwood. She didn't recognize this calm, confident stranger at all.

She rather liked this side of him.

Belatedly, Winter realized she was still only worn a thin white shift to bed; indeed, she hadn't bothered to change since. When he'd stormed in she had been too angry to even consider the possibility of changing. Well. Now she just felt under-dressed.

Unbidden, his words came back to her. Live your life without regrets.

Salem could attack tomorrow for all they knew. In all likelihood, she would strike sometime before the end of the year. If not with her agents, then with an army of Grimm en masse. Make no mistake. She was coming. It was only a matter of time. And when she did, there would be no time for quiet talks like this. No arguments held in the privacy of her own quarters, no cheeky witticisms exchanged between the two of them. Only cold, unflinching duty.

Winter was so very tired of duty.

Naruto must've seen the sudden spark in her eyes; because his own narrowed.

"I know that look." he hummed. His breath was warm on her face. "What're you thinking about?"

Her eyes flitted up. Met his. Held him with all the icy intensity that was her namesake. "Something terribly foolish."

Winter tilted her head just so, nose brushing against his with deliberate intent. The whiskered warrior stiffened and she hesitated as fear reared its ugly head. This close their lips were all but touching. Naruto had frozen, looking like a deer caught in so many headlights. She didn't dare engage him. And so Winter counted to three. Gave him a chance to pull back. When he didn't, she dared to speak anew.

"I am going to kiss you now." she spoke slowly, surprising herself with the low thrum of desire in her voice. "This is your one chance to back away."

Naruto reared back a little, regarding her like a poisonous King Taijitu.

...is this a trick?" he scowled at her. "You're messing with me."

His words hurt more than a little.

"I'm not trying to trick you," she edged forward, touching his right hand with hers. "I simply want a pleasant memory for once in my life." her forehead touched his again to rest comfortably against him. "Preferably before I die." cold fingers trailed over his warm palm. "Something I chose. Someone for me."

Naruto didn't budge. "And you want me to be that someone."

A snow white brow arched. "Now that you've stopped acting like a cheeky brat, yes."

He laughed at that and she found herself mirroring it.

"I was a bit of a jerk to you in the beginning, wasn't I?"

...you were," she conceded, "But I wasn't much better. I think I hated you, in the beginning."

"I'm guessing that's changed."

Half-lidded eyes met his. Winter took his hands in hers and guided them to her waist. From there she shifted a little, letting him pull her into his lap. Not an unpleasant sensation; no, she was being too analytical again. Too calculating. Too cold. Simplify it. His hands felt...nice. His palms were warm against hers, absently stroking small circles through the thin fabric of her shift. Her blood, always so cool, began to heat at his touch. And why wouldn't it? She'd never let anyone be this close with her before. No one. Not a single soul had ever dared.

She'd lived her entire life keeping others at arms length; where had that gotten her? Isolated and alone, cut off from her family.

Father was dead, mother was a drunkard, Weiss had run away to parts unknown, while Whitley...he wouldn't even speak to her these days. Outside of work, she had no associates, no friends. Only...duty.

No more.

She leaned in and claimed his lips with hers.

It was a chaste kiss, all things considered. Neither had been intimate with another before. Perhaps it showed. Perhaps it didn't. Who could say? Regardless, Winter felt fit to burst from embarrassment. If he laughed at her now she would gut him. The notion galled her. She could cut through swathes of Grimm with ease, but in matters of the bedroom she was as inexperienced as they came. No. Naruto would rue the day if he laughed. She swore it. And so she pulled back, lips still brushing his.

"How was that...?"

Naruto wrinkled his nose. "Not sure...any chance I can have another?"

She kissed him again; longer this time, lips lingering upon his. Her arms linked around his neck and he pulled her closer, fingers fisting against the thing fabric of her white shift. Winter's blood burned anew. Her lips probed his, pressing, questing, teasing. When she curled a leg around his back he reached around and accidentally cupped her rear. A pleasant jolt shot through her as his fingers squeezed. She made a rather unladylike noise and bit his lip, accidentally drawing blood.

He grinned at her.

"Did...did you just growl at me?"

A smile touched her lips. "Shut up and kiss me again, you dolt."

He did, hesitantly at first, but with growing confidence. His head dipped down and nipped at her neck, drawing a small cry of surprise from her. Unwilling to leave it at that, Winter dipped down and captured his lips with hers again. A tan hand gently rose to cup the swell of her breasts, bringing on a brand new ache as his fingers brushed the stiff nipples beneath. When he pulled away she guided his hand back again. Her body ached to be touched.

Was this what it felt like to be with someone? And to think, she'd closed herself off from this for long, isolated herself, and for what...?! Madness!

A pleasant glaze fell over her thoughts, stripping away sense. No more stress. None at all. Only simple, pure emotion.

Just a nice...good...lay.

Winter pushed Naruto down to the bed and climbed atop him. He swore in surprise, but didn't fight her. She ignored it entirely and began to fiddle with the clasp of his jacket. Her patience didn't last long; when it didn't yield under her nimble fingers she tore it away, exposing the blue vestments beneath. Likewise, he reached up for her shift. A single strap of the pale garment. slipped from her shoulders, exposing a pale breast to the dim light of her quarters.

Naruto hesitated, until she rolled the other shoulder. Losing its battle with gravity, the nearly translucent cloth rolled down her shoulders, exposing her to him fully.

His eyes widened; then Winter dove on him.

She wasn't what sure what happened next after that; it was all one wild blur of carnal pleasure, bits of memories intermingled with moans and flashes of wild delight. Somewhere in the chaos she finally got ahold of his trousers, and he that last crucial bit of her underwear. The last of their garments flew about the room like cloth in a hurricane. She straddled him fully and her hips rolled against his, lips parting in a wordless cry as he filled her.

Everything went mad after that and she lost all track of time.

There was only bliss.


(.0.0.0.)


Time came back slowly. Fitfully.

Winter wasn't quite sure when she woke; when she finally came to, only that did. She woke to warmth and a steadily beating heart; found herself resting in strong arms, naked and comfortably sore. There was a moment of wild confusion, one that only abated as she looked up and beheld her partner. A shock of blond hair and a scarred chest -even now rising and falling in slumber- only confirmed her suspicions.

Oh.

Well, now.

That actually happened.

Freed from the maddened haze of desire, the Specialist found she could think objective once more. Her mind was pleasantly clear, all her stress and irritation burned away. Only relief remained. Her worries weren't even a distant shadow on her thoughts. At some point Naruto had dawn the covers up over then, allowing her body to spoon against his in comfortable privacy.

It only brought her the purest of relief.

"Silly fool." she muttered, burying her head into his chest. "Look what you've done to me...

She'd come undone because of him; been infected by his madness. She would never be the same.

Winter stole a glance at him while he slept. He looked so young at rest. Made her feel like she was robbing the cradle.

A thorn of concern caught her heart and held her back. He wasn't that young, surely. Right? Right?! Oh gods. She'd never gotten his age. S-Surely it was nothing. Right? It wasn't as if he had hidden anything from her. Nope. Not at all. She wasn't at fault here! Not a bit!

Her mind as still twisting over her potential crime when his eyes finally fluttered open.

She saw that brief moment of confusion burn bright in his eyes too, and then:

He settled back down, looking every bit at his ease.

"Oops." Naruto uttered a jaw popping yawn. "Guess we dozed off for a bit there. "That was...

...certainly something." she finished. "You're right. I do feel better...

Naruto hissed suddenly and jerked away, causing her to jolt in surprise.

"Damnit," he rumbled, touching one hand to the side of his head. "Not now...!"

"What's happening? Are you alright?" Winter's heart twitched again, this time in concern. "Is it me? Did I do something wrong...?"

"No, its not you. Definitely not you-ow!" Naruto kept one palm pressed to his apparently aching skull. "Steel is acting up again." he grit his teeth with such force that Winter swore she heard a molar crack, even in her stupor. "She's been like this for a bit, now. There's a bit of feedback and its causing me a bit of pain." he stood and dressed himself with an effort, stumbling but a little and muttering about a headache all the while. "I think I'll be fine, but I'm gonna go see Pietro. Just in case." his expression said he'd have more than a few questions for the man. "Hopefully he can whip up a cure or something."

It sounded like a lot more than "something" but Winter was in no condition to protest. Still...

"And what of us?" she had to ask it, even if the answer damned her.

...we can talk about it once my head isn't on fire. You look pretty worn out yourself."

A fresh migraine crashed down around Winter's temples as the fatigue she'd ignored for so long now took its toll. She mumbled something incoherent and tried to sit up,only for her body to fail her. It wasn't fair. Now, of all times, when she needed it the most, her own strength let her down. How humiliating.

If he was at all offended by it, Naruto did little to show it.

"Just lay down." Instead he guided her back to the bed. "You saw a lot. Its gonna take a bit tooooohhhhthereshegoes...

Winter needed no further provocation. Sleep was a mercy and the pillows soft. She fell into the black.

Once more, she lived his life in her dreams; this time she paid proper attention to them.


(.0.0.0.)


"And so the hero gets the Schnee, and his happy ending. All's well that ends well and whatnot...

Arthur Watts leaned back in his chair with a put upon sigh.

..how revolting."

A touch of his fingers closed the screen, only to open another. Pale blue light flickered across face, limned in the light of his screen. Ringed fingers danced across a keyboard, wreaking havoc as they went. Concealed in his safehouse, he worked at a fiendish pace. No stone was left unturned, no system left untouched. Safe and secure in his bunker he unleashed

"Lets see if we can't ruin their day now, shall we?"

It would seem they hadn't cottoned onto his little scheme yet, the fools. They were so magnificently blind. This was but the first move; the opening salvo in a war Ironwood wasn't even aware of. He wouldn't even realize what was happening until it was too late. Nor would those working with him.

Pietro thought himself so clever with his tools and that pesky semblance of his.

He claimed to be a genius.

He was not.

True genius, as Arthur Watts understood it, knew no limits. A true mastermind did not balk at cruelty, nor did they shirk their greatness for the sake of morals. Pietro and those allied with him were bound by those petty constraints; willingly made lesser by such things as sentiment and kindness. Bah! It would avail them naught. They would all fall before his brilliance.

Cracking his knuckles, he set up his terminal and went to work.

"He's already lost, the fool. He simply hadn't realized it yet."

A door opened behind him and closed thrice as quickly.

Arthur didn't look up, even as he fiddled away at the keys. A quick command and another virus was away, spreading through the mainframe of Mantle like wildfire.

...I have returned." a soft, emotionless voice spoke into the silence.

"Good, good." a fresh line of code scrawled before his eyes. "Did you accomplish your task, my dear? Do say yes."

...yes. Another voice silenced." the shuffle of feet echoed behind him. "They didn't suspect a thing."

"And Tyrian?" he quirked a brow. One never knew with him.

"Attending to his task. The great work continues."

"Capital!"

He didn't need to look back to know they were standing at attention behind his chair, awaiting their next order. Such a useful little pawn. They did not question as Tyrian did. They simply...obeyed. No need to enforce their loyalty through fear or gifts, or any such thing. He'd so very, very, very lucky to stumble upon them when he had. They would obey. They would always obey. And through them, all of Atlas would be undone.

Another screen opened before his eyes, hidden within a folder. His mustache quivered with anticipation.

"What have we here? Such a fascinating project, this SteelHeart of yours, dear Pietro...

Arthur swiveled in his seat with a smile. No. Not a smile. A sneer.

...it would be such a shame if something happened to her."


(.0.0.0.)


Steel could not cry.

You see, she lacked the necessary parts to do so. She didn't have a body, didn't possess eyes with which to shed tears. Nor did she have arms or legs, or even a tors. She was small, tiny, her personality compressed into a single matrix spread out across countless nanites. Even the concepts of emotion and pain were a foreign thing to her.

...

...

...

...at least, that should should be the case.

But this? This was pain. Pain! Pain, pain, pain! All of it was pain!

It burned through every fiber of her being like a great cleansing fire without mercy. She hurt; she didn't know why, or when, or how, only that she did. It was too much. The pain scorched her senses, stripping her nerves bare and leaving them howling in agony. Her soul curled inward, shrieking against it, leaving her very senses aflame. She couldn't talk to anyone, couldn't speak. Couldn't do anything at all. She couldn't breathe. And still, the pain persisted. She dreamed of fire. Of death. Of a tower falling.

"Make it stop! Please! Someone!"

Her world burned red.

"Make it stop!"


(.0.0.0.)


"You may experience some...discomfort."

Discomfort? Try agony. Heat blazed through the back of Naruto's neck as Pietro worked. His teeth clicked shut, stifling a snarl. He buried his head into the pillow and bit through it. The human body doesn't enjoy being poked at on a good day; right now, Penny's father was all but cutting into his back and it freaking hurt! He'd tried to keep his promise to Steel. She'd begged him not to involve her father. Not to mention her pain to the man who'd given her life. And he'd tried. He really had. But whatever was affecting her had begun to bleed over into his body.

He couldn't well ignore it when he started dreaming of fire himself.

"There we are." a pleasant numbness settled over the back of his neck. "She's back in again. You can move now."

Slowly but surely the fire in his spine abated. "How's she doing, doc?"

"Just a moment there, son." Pietro leaned back, tools in hand.

"Well?"

"I'm afraid I can't quite say." he squinted. "Steel's green across the board, but for some reason she's acting as if she's in pain. I put her to sleep for now." A calloused hand thumbed his chin with chagrin. "I suppose this is my fault. I always feared this might happen."

There was something about the way he said those words. "You know something?"

"I...do," the portly man confessed, "But its not my story to tell."

He sat up on the table. "Give me the cliff notes, then."

For a long moment he didn't think Penny's father would.

Then, with a sigh, he capitulated.

"Steel was, a...hmm. How best to say this?" Pietro leaned back in his chair, fiddling with his spectacles. "I suppose you could call her a prototype, of sorts." when he didn't interrupt, the good doctor dared to continue. "You know I created Penny from my own aura, no?"

...yes?" he shrugged helplessly. "I've been told."

"Steel was an attempt to replicate what I did with my darling girl." To further prove his point, his aura flared, revealing the burnt patches within. "I carved off a tiny piece of her aura and mingled it with a bit of mine." the faintest of smiles touched his weathered visage. "There were other...facets involved, but that's the long and short of it. Project Steelheart, we called her. I couldn't bear such a cold name, so I had it shortened. No doubt she's told you what S.T.E.E.L. stands for, of course."

Naruto racked his mind. "I think it was...Sentient Taskminded Empathetic Lifeform."

"Quite so." Pietro steepled his fingers. "Would you believe she was little more than code until we integrated her with your nervous system?"

His blood ran cold. "What?"

Steel? Silent? This silly, chatty voice in his head was many things, but inactive wasn't one of them. She always seemed so lively. So curious. Unable to understand jokes and a bit overeager at times, but to think she had ever been without that...the thought chilled him. He shoved it away, not wanting to think about it.

"Hard to believe, isn't it?" Pietro tittered softly. Sadly. "And yet the moment we placed her in your spine she just...woke up." his hands waved in a gesture he didn't quite understand. "We still don't quite understand why it happened or how. She saved you, make no mistake about that; if it weren't for her, you wouldn't have a body to come back to. You were clinically dead, after all."

Something twitched in the back of Naruto's head. He clamped a hand over his right eye.

Cold. Silent. Guts gripping in the dark. A memory.

"Lean on my shoulder."

"She has Aura of her own now, naturally." Pietro prattled on, heedless of the proverbial landmine he'd just trod upon. That alone proves she has a soul of her own." here at last, his jolly expression faltered. "I'm...not sure she'll like me telling you this, but I suspect its related to her malfunction." his gaze flitted left, then right, as though expecting someone to barge into the room at any moment. When they didn't, he sighed. "You see, her personality is based off a brain scan." the end of the day she is...

"Is?"

...a copy."

That blood turned to ice.

"A copy of who? Penny? I could understand that...

"No, son." Pietro removed his glasses and began to clean them. "Not Penny. My girl's one of a kind." That innocent remark sent said ice shooting down Naruto's fragile spine. "Steel's mind was based off someone else." he actually dared to pause then. "An unfortunate young woman who perished before she could become a huntress. Her name was-

"NO!"

An awful ringing pierced his ears before Professor Polendina could finish. Naruto doubled over with a hiss, clutching at his head. A thin line of blood ran from his nose and baffled, he dabbed at it. Steel's voice swept up in his skull before he could clean his face, drowning everything else out.

"No, no, no!" her words piqued into a wail. "Why did you tell him?! You said you wouldn't!"

For the first time in weeks, Naruto found himself caught flatfooted.

"Its been days!" he answered quickly. "You weren't responding. You were in pain. Suffering. I wanted to help-

She didn't listen. "YOU LIED TO ME!"

More static in his head.

"She's acting up, isn't she?" Pietro's chair plodded forward. "I feared this might happen. Dear girl, you need to calm down-

"Noooo!" her voice warbled with a high note of distress. "I don't want to go back! It hurts! It burns! I'm not real! I don't matter!"

Naruto sprang to his feet. "You do matter! Listen to me!"

"No." Steel whispered suddenly, clamping his ears shut. "No, no, nooooooooooooo-

Her words trailed off in a squeal of static, and he felt something slam shut in his head. As if she'd thrown a wall between the two of them. And still the pain persisted. It burned through his veins like fire now, snarling into his very cell. She was still there. He could still feel her, but everything was muted. Distant. His fingers felt numb, an awful aching wrongness that crept into the rest of him.

Naruto stood stiffly. "Thanks, doc."

Pietro frowned after him. "What are you going to do?"

"That's a silly question." A glowing iris peered over his shoulder. "You already know."

...yes, I suppose I do."

"Something that should've been done a long time ago. Call Penny." he handed him a Scroll. "I need her. Now."


(.0.0.0.)


Her sister was hurting.

Penny did not like pain; least of all to see others suffering so.

Steel was...not quite her blood -she lacked such squishy things- but there could be no denying they shared a father. Even if their origins were different, Pietro had created them all the same. She had come first. Steel was second. That made them siblings, she the older and Steel the younger. Now, her little sister was hurting, suffering from an old hurt she knew nothing about. And like any big sister, Penny was determined to help.

When Naruto came to her with his plan, she consented immediately.

How could she not? He knew a way to help Steel. And she? Well! She was combat ready.

Until the day her Aura gave out and her functions ceased to be, she swore it would always remain so.


(.0.0.0.)


Freya was still asleep.

Fine by him. Naruto didn't need her to be awake for this.

Still, he felt just a twinge of guilt as he approached the Maiden's bedside. She looked so...old. So frail. Like a single strong blow would shatter her into a thousand pieces.

In all likelihood, it would.

The steady drone of medical equipment filled his ears as he crept closer.

Penny was only a few steps behind. For once, she'd fallen silent. Almost eerily so.

"Sorry, grandma." he muttered. "I'll be quick."

Gentle he pulled the old crone from her cot, disconnected her from her equip,ent and tucked her into his arms. She was light. Too light. Little more than skin and bones now. She didn't even stir as he turned and marched out of the room. If it weren't for the faint rise and fall of her chest, he'd think her a corpse. She was so pale...

"James." he spoke once into his headset. "I'm using the staff. Get ready. I don't think Freya has much longer left."

A crackle of static answered, and then. "Blast. It can't wait?"

Not if his suspicions about Steel were correct. About whatever was attacking her through him. Or him through her. As though triggered by that very thought, fire howled through his veins, tearing a wordless snarl from his lips. Penny caught him when he stumbled and helped him stand when his knees threatened to buckle.

"No." he said instead. "Pretty sure someone's going to die at this rate."

...as you say."

"C'mon," he grinned. "Have a little faith."

He cast one last glance at the frail biddy in his arms.

Pain flared in his neck, burning his world red. "Don't die on me now."

His body flickered and the world fell away in a blur.


(.0.0.0.)


Freya felt herself slipping away.

With each passing moment she became a little weaker, lost just a bit more of her strength. Her aura began to slip away, taking her power with it. No. she railed against the darkness pressing in around her. Not yet. She'd not die yet. She had a job to do. A purpose to fulfill. A task to attend to.

But the reaper would not be forestalled. She felt someone lift her hand, pressed her palm to cool metal.

Fevered flesh shivered as she felt a spark of something respond deep within her soul.

Ah. The vault. Someone was using her to open the vault.

That was good...wasn't it?

A maiden just needed to touch it. Freya hadn't barely stirred, but the vault recognized her presence all the same. Great granite doors creaked open with ponderous grace. As they did, her eyes fluttered open and she saw someone. A boy bearing blond hair and blue-violet eyes, rimmed by many circles. He gazed down at her, fraught with concern.

"Just stay with me." He spoke to her softly, like one of her grandchildren. "You can rest after this."

...who are you...?"

"A friend." his smile was the purest sunshine. "We're going to help you after this. Just hang on."

Such a good lad. He wanted to save everyone. She could see it in his eyes. Her heart lurched. And not in a good way. Grey crept in at the corners of her vision. Was this death? Was she dying? Ordinarily such thoughts would have frightened her. But now she felt only peace. She was ready to go. Her family was waiting for her. She'd opened the vault. Surely that was enough...?

"I think...

Fresh pain flared in her chest.

...its a bit too late for that, dear boy."

"Shit." the blond swore. Her vitals are dropping. Penny!"

"Here!"

Freya saw the girl enter her field of vision. She took her in at a glance, her bright orange hair and piercing green eyes. Such a sweet girl. What was her name again? He'd just said it, but her mind was so very fuzzy...ah. She understood now. It all made sense. She must be the one. She had to be the one. There was no one else. But...what about Winter? Wasn't she meant to give the power to Winter...Winter was ready...wasn't she? The frayed threads of her addled mind struggled to weave themselves to together and failed. It had to be someone. It must be someone. Still...to choose...!

She latched onto the girl's wrist. "Be better than I was, won't you?"

Penny blinked.

"Ma'am?"

Her thoughts split.

Freya went gladly into that white light.

And in that moment? That sliver of a second?

Why...miracles had been forged from far less, have they not?


(.0.0.0.)


"Oh!"

Penny's back arched.

A soundless gasp fled from her lips.

Green eyes burned with almighty jade flames.

The Winter Maiden was dead. Long Live the Winter Maiden.


(.0.0.0.)


In that precise moment, Winter jerked back to wakefulness.

A plume of cold steam fled forth from her cold lips.

Her left eye burned with vivid azure flames.

She balked at her hands.

"How...?"


(.0.0.0.)


Naruto saw the precise moment when it happened.

He felt the change in the air long before the temperature plummeted.

Ice crept up his boots and he kicked his way free, balking a little as the storm raged. It guttered out thrice as quickly. Penny dropped to a knee beside him, her right eye burning with an eerie inner fire. The left remained quite normal. That...that wasn't normal, but he found he had no time to ponder it. Because now she was looking at him; rather, regarding the lifeless body in his arms.

...she's gone, isn't she?"

He laid Freya down with great care. "She is."

For the first time since he'd met her, Penny looked to be on the verge of tears.

"What is it?"

...I just realized." she looked at him with sad eyes. "I cannot cry."

For a single wild moment Naruto wanted to hug her; to tell the poor girl that this wasn't her fault. He opened his mouth to speak and a raw flash of pain stole his words away. No time. It had to be now. Whatever was affecting Steel was harming him. Given time it might even kill him. He wasn't willing to take that risk; not when everyone had so much to lose. A more cynical soul might have dwelt on that. Wondered who or what was causing it. He didn't. With Steel actively ignoring him there was nothing he could do but advance.

Just advance. Until he reached his goal. Until this madness was over. He could sleep later.

"Its...not all there." Penny considered her palms with a frown. "The power split, somehow. Part of it went...somewhere else? I can feel it, sense it, but...Winter!" her eyes lit up, much to his confusion. "The rest of it went to Winter! I can feel her." she gave him a puzzled little look and wrinkled her nose, regarding something he couldn't see. "So strange. I shouldn't be able to sense her, and yet I can!" Those lovely green orbs drifted shut for a moment. "She's moving very quickly...

Lovely.

Winter would probably race down to the vault if she thought something was amiss. Moreoever, he'd have to explain this to James. That wasn't a conversation he was going to enjoy. Blast it all! Freya wasn't meant to die! Were two half-maidens better than a full one? Something to ponder, he supposed. Whatever she'd wrought, she was gone from this world. There was no point in dwelling upon it now.

"Can you keep the vault open?" he asked Penny.

In response, she turned to regard the half-parted doors. They creaked ominously. touched hand to the partially open aperture.

"You are going to use the Staff."

...I am." he had a good inkling of what to use it for, too.

"Then I wish you luck!" She saluted him with a cheery smile, then scooted in...

"Mwah!"

...her lips alighted on his cheek.

"Again?!"

Penny shoved him onward before he could protest.

Naruto stalked up the steps, taking them two at a time. Another bout of pain rocked his body and he doubled over with a retching gasp. Blood spilled onto the steps. Endure! He grit his teeth as his right eye began to twitch. A voice laughed in the back of his head. A voice that didn't belong to him or Steel. He shoved it away. You've come this far! Don't falter now! This is nothing!

"Hurry!" Penny's voice called behind him. "The doors won't stay open for long!"

Naruto dove through the crack, and found himself struck by the beauty of the vault. Rolling green pastures as far as the eye could see; it wasn't Winter at all. It reminded him of a summer back in the elemental nations, warm and hot and fiery. He wasn't here for that; his eyes fixed on the Staff at the center of it all. Weary legs carried him forward.

And as he walked, he talked.

"Steel? I want a word."

...go away."

"No." he wrestled her presence down when she tried to escape. "You're not running away. Not this time."

"You don't want me." she whimpered, trying to pull out of his mental grasp. "You don't need me. You're a liar."

Just like consoling a small child; he found he had to coax her around to his way of thinking. In a sense, that was precisely what she was, he realized. Small wonder she'd panicked back there. Like any youngster she'd hurt herself and lashed out in pain. It wasn't her fault. He didn't hold it against her in the least.

"I'm sorry if I upset you." he replied quietly." But I did it with the best of intentions." her attention shifted, just a little. "I just wanted to help you. Honest."

She sniffled, just a little. "Truly...?"

"Yup. I'm your partner, after all.

For an awful moment, she didn't answer.

...

...

...

...and then.

...I apologize. I have not been forthright with you."

She was silent for a very long time, and he felt the nanites buzz in his bloodstream.

"There was a cost to create my consciousness." her voice was surely smaller now, tiny, little more than a whisper. "As you know, Father used most of his aura to make and sustain Penny's soul. Unfortunately, that left him with precious little to give me. My core, that is to say my mind, as you call it, had to be based off someone else." an ominous pale of silence pushed itself between them. "Her brain scan was one of the few we had on file. I was the only successful trial."

Naruto felt his throat close. "Then what Pietro said was true."

"Yes...her name was Ciel Soleil." the words came haltingly, for she was loathe to give them. "She was a student of Atlas. She was my friend. My name is an anagram of hers."

In his mind's eye, Steel showed him; he saw beheld her, a girl with striking dark skin, short navy blue hair and startling blue eyes. A singular gold oval ornament rested in the center of her forehead, surrounded by four small circles. She wore a blue beret, a plain off white golden button-down shirt with an asymmetrical collar. A blue combat skirt with black waistband polished off the outfit, accompanied by fingerless elbow-length black gloves and black shoes alongside white, golden buttoned boot chaps.

She looked more like Pietro than Penny did.

He didn't miss the past tense, either.

...what happened to her?"

"She went to the Vytal Festival with my sister. Beacon was attacked. Penny expired."

Naruto balked. "Excuse me?!"

"Father rebuilt her." Steel bulled on, heedless of his shock. "But Ciel...her body was never found." A pause, and her voice almost seemed to hitch for a moment. "She was presumed dead quite some time ago."

His heart twisted. "Oh, Steel...

"I do not mind." her voice broke, just a little. "I know I am not her. Not really. Its just...sometimes...I feel these flashes...and I WANT...

He nodded once.

Creating a way to contact Kurama could wait. This was important.

He reached out and gripped the staff. James knew the name and had granted it to him gladly. Now he called forth the spirit.

"Ambrosius!"

Smoke spilled from the staff and resolved into the shape of a...remarkably fit blue man. Wreathed in golden chains and little else, he loomed large over him. Muscular forearms stretched toward the ceiling of the vault as he sprawled out in the air.

"Ahhhh~!" the blue being reclined with a languid sigh. "Seems someone has come to engage my creative wiles. All I'll say is it better be worth it after my last project. A floating city. How pedestrian."

Then he saw him and boomed a laugh.

"How amusing." In a flash the jolly blue giant hovered before him. "A man who is neither alive nor dead. That's not something you see everyday. I'm going to assume that you know its against the rules for me to bring people back from the dead." he twisted in the air, sprawling on his back. "Can't kill anyone either. Not allowed.

"No worries there." a bitter chuckle escaped Naruto. "I didn't summon you for that."

"I'm guessing you have some clever plan here. But know this!" a finger stabbed at his chest. "I will give you exactly what you ask for."

His right eye flashed with inner light. "Good."

"You do realize I can only create one thing at a time."

"Maybe so," Naruto's smile was just the wrong shade of vicious. "But I've found a bit of a loophole...

A ponderous silence passed between the two of them.

The Spirit of Creation quirked a blue brow. "Have you, now?"

Naruto steeled himself.

This was it, then. Moment of truth. All or nothing, a once in a lifetime gamble. The instant he put his theory to the test. If he was right, then everything would work out. If not...well...he wasn't sure he'd enjoy the outcome of this little disaster. Everything would fall apart, and Steel would be left to suffer in the back of his head. He wasn't sure what was tormenting her; a virus or something far more ghastly, he

"As a matter of fact," he smiled. "I have. You're the Relic of Creation, right."

Ambrosius performed a slow loop in the air. "Yes...?"

"You can't destroy life. You said it yourself. A soul counts as a life, right?"

"Indeed." Ambrosius deigned to nod. "It does." The genie blinked, comprehending his plan. "Oh, you are a clever one. I like you! The gods probably won't, but still!" a long blue finger wagged at him. "You do realize you're essentially exploiting a loophole they never intended to create. This will have consequences."

A snake of dread coiled in his gut. "What kind of consequences...?"

"Can't really say. But they'll notice."

Ominous, but didn't give a fig for deities. Naruto rolled his eyes. "If they really were Gods, they would know better."

...fair enough."

His palm flashed out, Scroll in hand.

"James, I'm in the vault." he spoke quickly into it. "Stand by with that gravity dust. This'll be rough."

Then he turned his attention back to the Spirit of Creation.

"This is what I want you to do...

He outlined his plan carefully, all while presenting him the schematics he'd been given by Pietro. No detail was spared. Ambrosius listened intently, never once interrupting. He wasn't sure how much time he spent there while Penny stood guard; it could've been minutes or hours, perhaps even a day. Whatever the length, it felt like an eternity. But in the end, he could only say so much. He said his peace and prayed it would work. It must work. It had to work.

...and that's it." Naruto told him what he needed. "I have her schematics right here. If you can keep her connected to me, that'd be great. Kinda need her. Oh," he snapped his fingers, "I may you to float the city again afterward, just as you did before. Depends if this works."

Ambrosius reared back.

A slow smile spread across his visage.

"Then ready yourself, to witness my artistry!"

Steel perked up in Naruto's head. "Hey...I feel...funny...

Blazing blue night burst from the blond's neck and burned the world white.


(.0.0.0.)


Arthur jerked back as his console blazed blue.

ERROR. ERROR. ERROR.

"What in the world?!"


(.0.0.0.)


She could feel.

Why could she feel?

How very strange this feeling was.

Bright blue eyes fluttered open. Blinked. Widened! She had eyes?!

Steel's mind whirled, struggling to make sense of everything. She failed, of course. But that was alright! Failure was fine! She could feel! Touch! Sensation! For the first time since her creation, she felt! She raised her hands -because she had those now!- and marveled at them, wriggling her fingers in a way she'd never been able to to before.

Her skin was dusky, and she took another moment to marvel at it.

She looked like Ciel. No. She was Ciel. For all intensive purposes, she resembled her so strongly as to be her twin. Ambrosius had been good for his word. She performed a quick twirl to regard herself with wide eyes. A strand of dark hair tickled her nose and she reached up to touch that, too. So strange. Her mind felt...split, as if this was merely an avatar, yet she felt in a way she hadn't before.

"Steel...?" a familiar voice called to her. "Are you...okay...?"

She pivoted, wobbled a little when her balance failed, and caught herself. Bright eyes fluttered in a blink. Naruto blinked back, staff in hand. Was this what he looked like? She'd always known of course, but to see him from the outside was another mattered entirely. He looked...tired. One man stretched beyond his means and resources. There was only recourse. Target acquired. She took a sharp step backward and fell into a crouch, watching his eyes widen as she did.

"Na...

Naruto blinked.

...ru...

His face went pale.

...TO~!"

"Don't you daaaaaaaaaaaare!"

His words piqued into a startled yelp as she hit him head on. It was a very good tackle, Steel -no, Ciel!- thought to herself. She hit him hard and fast, the better to prevent his escape. Her head slammed into his chest as her arms swept around his neck, her feet physically leaving the floor in a sweeping dive. Naruto stumbled backward planted his feet, caught her by the hips, swung her around once, then set her down. Not enough! Steel latched onto him again, burying her head against his jacket. The faint smell of linen reached her nose, mingling with his scent.

She inhaled deeply, raised her head from the crook of his shoulder and grinned.

"Do hugs always make you feel this warm inside?"

"Hey!" he chortled softly. "That's Penny's line!"

Ciel blinked up at him. "...and?"

His grin grew. "C'mere, you!"

Naruto her close and she melted into his embrace. Her partner was warm. Very, very warm. Like a furnace given life. Even now she still felt connected to him -feeling was such a strange thing!- bound by bond as much as blood. It felt wonderful, marvelous, amazing...wait. She sniffed again, then pressed her head closer to his chest.

"What's that sound?"

His smile cracked a little. "That's my heart, Steel...or should I call you Ciel, now?"

"Either will do." she chirruped up at him. "I like both names. Oh!" recognition dawned and she pulled away to frown down at her chest. "Do I have a heart?"

He shrugged. "You tell me."

Ciel closed her eyes. She felt blood pumping through her veins; aura mingled with nanites and more. When she focused she was well aware of it all. But she couldn't feel it with all this fabric in the way. A scowl plucked at the corner of her mouth as she reached for the hem of her shirt.

"No, no, no!" Naruto grabbed her by the wrist. "NOPE! Don't do that here!"

"Why not?" She frowned at him. "But I wish to feel my heartbeat!"

"Do that later! You nearly gave me an eyeful of your chest!"

...and?"

Naruto make a choking noise. She wondered why.

Thankfully, someone saved him the indignity of explaining.

A sharp laugh burst out of him.

"Not bad, huh~?" Ambrosius snapped his fingers, looking insufferably smug. "I used her robot parts, just as you asked, but she's mostly human now. I daresay she's one of a kind." he drifted closer, chin perched upon his hands. "I even kept the connection between the two of you." his grin said it all. "Feel free to praise me at your leisure, mortal."

Steel sketched a bow. "Thank you. A thousand times, thank you...!"

Naruto beamed up at him.

"You're a right miracle worker." Naruto grinned. "Penny! Come see your sister!"

Oh, dear.

Now it was Steel's turn to blanch.

A sharp cry echoed from the stairs.

Steel had all of an instant to blanch before an emerald missile slammed into her flank. Strong arms enfolded her from behind and crushed her against Naruto's chest. For his part, the blond simply reached around her and swept her into the embrace as well. Crushed between the two of them, the startled cyborg could only squirm in surprise. Her eyes stung. Was this...did tears feel like this? Her chest felt strange and she couldn't manage a proper breath; it emerged as a hiccup instead.

"Is it really alright for me to be here...?"

"Sure is!" Naruto pulled her close. "Don't doubt that for a second!"

So. This was what it felt like to cry. She scrubbed furiously at her face, and they only held her tighter. Of course, that made her cry all the more. Tears of joy rolled down her face, stripping away the last of her defenses. It was too much. Surely she didn't deserve to be this happy, let alone have a body of her own. Yet she'd been granted all that and more.

This life was hers. A life. Hers. All hers.

And then Penny piped up. "Me next! Do me next!"

Ambrosius rolled his eyes. "Such a brutal taskmaster. Very well! Hold still...

And the world swelled with green light.

A/N: And behold! Now we have two real girls.

There we go. Believe it or not, a lot of people thought Steel was Pyrrha. Nope! Before folk start crying "OC" Ciel Soleil is an actual character in RWBY. Look her up if you don't believe me. Steel's merely a "copy" of her mind. This was always the plan from the beginning.

Told you a lot happens in this chapter, didn't I? In a rare miracle, the power of the Winter Maiden split between Penny and Winter. That's right. Split. Neither is quite a full Maiden at that.

That's a good thing...right?

...

...

...

You all know how I am with my plot threads. Everything happens for a reason. Every. Single. Thing.

As ever, reviews are my fuel. I can't write without them~! Not a wit or a word!

So in the Immortal Words of Atlas...

...Review, Would You Kindly?

And enjoy the previews!

And as ever:

WARNING! WARNING! WARNING!

SPOILERS AHEAD!

BEWARE~!

(Previews!)

"Hello, Ace ops. Lets talk."

Harriet scowled behind the bars.


...why are you eating Ramen?"

Winter scowled. "This is all your fault, you know."

"Aha! She said the thing!"

...you did this to me."


"Welcome to Atlas!" the blond pushed the doors open ahead of them." Team RWBY, was it? And you must be Weiss. Lets get those restraints off you...

The Schnee in question blinked. "You know me?"

"Winter speaks highly of you." Beside him, Penny bowed. "I'm sorry about your father. You have my condolences."

She missed a step. "My...father?"

...you did not know?"

Ruby barely heard her partner. Silver eyes snapped to his belt. The lamp! It was still there! He'd taken it off her down in Mantle when his squad took them down. He still had it?! No, calm down. Breathe. He didn't know how to use it. The secret was safe-

"Thank you for Relic, by the way." Naruto smile proved telling. "Don't worry. I'll take good care of it." His grin grew another inch. "I had a fascinating conversation with Jinn. I'll be sure to tell James all about it."

No. No, no, no. The blood froze in her veins. "How did you...?"

"Know her name?" he tittered softly. "Ambrosius is a chatty fellow. Loopholes are a curious thing. So long as you don't ask her a question, she's quite talkative."

Qrow swore softly. "Snarky little shit, aint'cha?

Naruto merely hummed.

"That's the thing about humans. We can be cruel, yes. That's undoubtedly true. But we can be kind, too. If you kill us all, you end human cruelty, yes, but you end human kindness, too. No more jokes. No more gifts. No more surprises. I find life is better with surprise. You never know what's going to happen. It adds spice. Flavor, you know?

Which brings me to the next point of interest on our little tour. If you lot ever turn on James...well! Best not do that, alright? I can be a very good friend...

...but you don't want me to be your enemy."

Weiss bridled a little, eyes gone narrow. "Is that a threat?"

"Not at all, little Schnee. I don't make threats. I make promises...


"I...want to be with you."

Naruto spat out his coffee. "Saywhatnow?!"


Naruto turned his head and spat out a bloody tooth.

"You don't seem to understand. This world?" He grinned, and to her horror it grew right back. "It isn't yours to conquer. It certainly isn't Salem's. If anything...

A hand closed around her face.

...its mine."

Then he smashed her through a wall.


"Oh. So she's pregnant. Huh. That's a thing...which means I would be...

"The father, yes. Congratulations."

Naruto fainted.

James smiled but a little. "I believe I win the bet."

Clover slapped a wad of lien into his led.

R&R~!