Here we are at Chapter 127. The first part in the final battle for Atlas begins. I do not own RWBY or Tales of Berseria. They belong to their respective owners. I only own my OCs. Here's chapter 127. Enjoy.


Chapter 127: Topple the Machine

Atlas military airships continue to fight with the straggler Grimm that have been left behind since the destruction of the Monstra. Even though the main force of their dark army is gone, and their queen temporarily out of action, the Grimm that remain fight ferociously. As the fighting continues, a lone airship flies through the middle of it, making its way to Atlas academy. Inside the airship, Jaune, Ren, and Nora await with slight nervousness.

"Alright, let's hope this plan works. It has to work," Jaune mutters, more to himself than anything else.

At the front entrance of Atlas academy, Winter Schnee and Ironwood await. Ruby and Velvet contacted him earlier, saying that Penny would give herself up, and Ironwood told them to send Penny to the academy doorsteps. They sent most of the Ace Ops to protect the bomb, and had Winter had Melina stay behind to keep an eye on Marrow, who was arrested for treason. However, Ironwood has his pistols together with a large cannon, and Winter has her sword, as a precaution.

"Sir, this course of action-," Winter begins.

"I hope you're not having doubts about this as well," Ironwood glares at her.

Winter stares back at him, "No sir... I have no doubts about what must be done," and Ironwood nods.

Just then, Penny flies in, alone just like Ironwood asked, and lands in front of them.

Ironwood aims his cannon at her, "I'm surprised you actually came alone," and then hands a pair of handcuffs to Winter. "I didn't think your friends would go along with this so easily,"

Winter walks up to Penny, "I don't want anyone else to get hurt... I must open the vault," she says as Winter puts her in handcuffs and then steps back and draws her sword again.

Ironwood eventually sighs and lowers his weapons before walking up to Penny and putting a hand on her shoulder.

"You've... done the right thing," Ironwood says.

Penny smirks, "I am doing the right thing... Right, Lailah?" Penny then looks behind his shoulder.

"Indeed," Ironwood looks back, only to see Lailah just as she throws one of her cards into his face.

The surprised blast from the card throws him off balance and knocks his cannon out of his hands. Penny jumps out of the way and grabs the cannon before flying out of his range. Lailah throws a few more cards at Ironwood, but he rolls out of their way and runs at Lailah. However, his advance is stopped when Melina suddenly rises out of the ground with her semblance, carrying Velvet who uses a gust of wind from her demon claw to propel them through the ground and up to the surface. Surprised once more, Ironwood gets kicked in the face by Velvet. Melina then comes in and attacks with her tonfas. Ironwood blocks them with his arms and manages to grab onto them, glaring at Melina.

"What do you think you are doing?!" Ironwood demands.

Melina stares back defiantly, "I'm following your orders. I'm protecting Atlas," Melina rolls back, kicking Ironwood over her.

Ironwood rolls on the ground and looks up to see Velvet running at him with her arm blade out. Ironwood blocks her attack with his left arm, but Velvet throws a high kick with one of her foot blades, and then balances on one hand to spin her foot blades around at him again. Ironwood gets nicked by a few of them, but manages to catch one of Velvet's legs and swings her up and down to the ground, but she activates her Maiden powers to blow some wind to stop herself from crashing into the ground and then blows Ironwood back. Ironwood looks around and notices Lailah standing in mid-air on a glyph, and sees Winter helping her, having also betrayed him like Melina. The third shock of the day gives Melina a shot at his face with one of her tonfas, knocking him back. Velvet uses her powers and sends out several ice shards at Ironwood, while Lailah throws some of her cards. Ironwood tries to move through the combined barrage, but a few of them nail him hard. Winter then then comes in, riding with Velvet on a Manticore summon, charging at Ironwood. Ironwood manages to stop the Manticore, causing Velvet and Winter to jump into the air. However, just as Ironwood finishes off the Manticore summon, Winter creates another glyph and fires off a few ice shards that hit his back. As she lands, Winter creates a black glyph that Velvet lands on and launches herself at Ironwood. Activating her demon claw, Velvet encases it in flames with her Maiden powers and swings her claw at Ironwood. Ironwood blocks with his arms, but the sheer force of the attack knocks him back. Velvet slams her demon claw into the ground, sending out an explosion of flames that hits him, followed by grabbing his skull in her claws and them slamming him on the ground hard. She finishes it up with a fire arte at point-blank range and blasts away the rest of his aura, knocking him out cold. With the threat dealt with, Velvet deactivates her powers.

Velvet places her fingers on her ear, "It's clear. Move in now,"

An airship flies in and lands in front of them. The side door opens and Jaune, Ren, Nora, and Oscar walk out. Penny also flies back in and lands next to them so Winter can uncuff her and take Ironwood's weapon. Jaune then comes up and amplifies her aura with his to help hold back the virus for a while longer. It was a risk letting her go this long without him, and it took a lot of willpower from Penny to keep the effects of the virus from showing up in front of Ironwood.

"Alright, let's move to phase 2," Winter says.

Melina nods, "I'd better get back and help out Marrow and the others. Let's hope this crazy plan of yours works," she turns and gets ready to leave.

"Melina," Velvet stops her, and she looks back. "Thank you,"

Melina smiles with a wink before using her semblance to phase through the ground to the lower levels where the hangars are, and where Marrow, Qrow, and Robyn should be finishing up with the Ace Ops.

Velvet turns to Lailah and Penny, "Alright, we need to finish up on our end as well,"

Penny nods, "Right,"

"I'll meet you guys down there after I've helped Winter with Ironwood," Lailah replies.

With that being said, Velvet activates her demon claw again and her Maiden powers, giving more wind around her claw. Wrapping her right arm around Penny's waist, the two fly up and over the side of the academy, heading for the hole to the vault where Team RWBY should be waiting for them.

...Flashback begins...

Winter and Melina escort a handcuffed Marrow into an elevator. Earlier, when Ironwood made clear his plan to bomb Mantle was no idle threat, Marrow spoke out. Ironwood was about to execute him before Winter and Melina intervened and detained him. However, as soon as they enter the elevator, Melina freed Marrow.

"Wait, you guys... aren't taking me to a cell?" Marrow asks.

Winter crosses her arms, "No, Ironwood has to be stopped,"

Marrow turns to Melina, "And what's your excuse?"

Melina sighs, "Because what you said in there; you were right. I, too, wanted to make something better. Make Atlas better, but this... bombing Remnant. I think we've spent so much time being soldiers and following orders that we forgot what it means to be huntsmen. We're supposed to protect people, not kill them. But Velvet and her friends... that's what they've always been doing. Heh, I guess Velvet was right; we were never gonna work out in the first place,"

"Okay, so what do we do now?" Marrow asks, and notices Winter typing on her scroll. "What are you doing?"

Winter sighs, "What I should've done ages ago. I'm getting in touch with my sister. We're going to need some help," she replies, but then the elevator stops and opens up, revealing Robyn and Qrow on the other side, who are just as shocked as they are by the meeting. "Speaking of help," Winter smiles.

Meanwhile, at the Schnee Manor.

"Okay so we got people hiding out in the subway tunnels here, and Ironwood ready to drop a bomb on the people in Mantle down below. If we're going to save all of them, we need the Staff of Creation, which is inside the vault beneath the academy, which will be under guard. As soon as we open the vault, the virus will kill Penny. And if Ironwood figures out that something is wrong, Mantle is gone," Velvet goes over the particulars of their situation in the dining hall with the others.

Meanwhile, Jaune helps Penny with his aura to keep the virus at bay.

"There's also something else to consider," Oscar says. "The Staff of Creation can only be used for one purpose at a time. Once we use it for anything else, Atlas will fall right on top of Mantle. Atlas has enough gravity Dust to keep it afloat for a short time, but as soon as it runs out, anyone that's still here... will not survive,"

"Okay, but if the staff can create things, then maybe it can create a way for everyone to get out. Like to another kingdom perhaps?" Yang asks.

Oscar waves his hand around, "I'm afraid it's not so simple like that. Like with the lamp, there are specific rules for each relic. And we haven't even told you about... him,"

"Who's him?" Weiss asks.

Oscar lets Ozpin take control, "The spirit in the staff, like Jinn. His name is Ambrosius, and he's, well... let's say he's unique. He can build anything you want, but only if you can explain to him how to do so. Like any creator, he'll need blueprints, plans or references at the very least. Something to build his work off of. We'll need those references for what we want to make,"

"I've already gone through the city layouts for the SDC evacuation. Maybe I can help," Whitley offers, making his sister smile.

However, Ozpin gets serious again, "There's still James and his bomb go consider,"

Weiss smirks, "Luckily, I think I have just the plan for that," and then looks at Lailah.

Lailah smiles, "Well, I suppose I can help out. While Ruby's known for her crazy plans, you're known for more technical ones."

...Flashback ends...

In another airship that flies directly beneath Atlas, Team RWBY, along with the Schnees and Klein as the pilot, come up under the giant hole that Oscar made when he fell through the kingdom after Ironwood shot him out of the vault.

"Okay, with phase one out of the way, that leads us to phase 2: getting the real Penny to the vault with some help," Blake says.

"I blasted a hole through the bottom of Atlas that leads right into the vault, and I doubt they've had the time to repair it. It should still be there. Of course, that's the easy part," Oscar notes.

The airship door opens up, and the group move. Ruby uses her semblance on all of them and flies into the hole, bring them all up into the vault. Once there, the group approach the vault doors. A moment later, they hear some noise and look back to see Velvet and Penny fly in and land behind them, with Penny holding her head in pian as Velvet helps her to sit down in front of the vault doors.

"As soon as Ironwood is taken out of the picture, Velvet will help her get to the vault right behind us. Then, we have Penny open the door to the vault, get to the staff, and use it to save her from the virus," Ruby notes.

At the door, Weiss and Blake stand guard while the others tend to Penny to help her open the door. Penny engages her Maiden powers and puts her hand on the door. Just then, the door lights up before segments fall straight down, opening the vault. The second it does, Ruby uses her semblance on all of them except for Penny, who remains at the door entrance, and flies straight into the dimension that the relic is kept. She grabs the staff, and everything outside the vault freezes in place, just like with the relic of knowledge. Blue mist springs forth from the head of the staff and soon enough, a muscular man with gold chains around his body, and long white hair tied back in a ponytail appears before them. It's Ambrosius.

"Ahh, it seems someone has come to engage in my creative wiles!" Ambrosius looks excited, and then looks annoyed. "All I'll say is that it had better be worth it after my last project. A floating city? How pedestrian," he voices his displeasure.

"Hello, Mr. Ambrosius, sir. Listen, it's about our friend. She's... she's dying," Ruby gets her attention as she looks between him and Penny.

Ambrosius floats upside down, "I'm going to assume that you already know it's against the rules for me to bring someone back from the dead, so..."

"That's not what we're talking about. Let's just say that Penny is... special," Velvet says.

Humming and looking beyond them, Ambrosius flies over to the entrance to a frozen Penny and brings out a monoscope to get a closer look at her.

Ambrosius is very interested now, "Ah hahaha, so she is special! Oh, whoever did this is a true artist! Remarkable! Ah, I see," he then floats back to them. "There's something there that's not supposed to be. Now, I'm guessing you think this will be easy to help her. Just know that I will give you exactly what you asked for, and I don't want any complaints when it's not what you wanted,"

Weiss smirks, and shows Penny's schematics from her scroll.

"We brought you her schematics and blueprints," Ruby says, surprising an intrigued Ambrosius. "We want you to make a new version of her, using the exact same robot parts,"

"That was... an interesting choice of words, girl," Ambrosius notes.

"An exact copy of her would also hold the virus. An exact copy of her without the virus would cease to exist the moment you make something else. And that's not an option for us," Velvet adds.

Ambrosius smiles, "You've done your homework,"

"We want you to create a new version of her by using her existing robot parts. When that happens, they'll take the virus with them," Weiss says.

Ambrosius thinks, "Hmmm... Okay, but after I take thew mechanical parts out of her, what will remain? I mean, won't she just be-," he wonders as he fiddles with his hands.

"Penny," Blake gets his attention. "The girl who's always been there for her friends," she says, making Ambrosius think more on her words.

"We know that you can't destroy. As the spirit of the Staff of Creation, it goes against your reason for existing. But, you wouldn't be destroying her. What matters isn't what we are, but who we are underneath it all," Velvet stares at her left hand.

Yang flexes her right arm, "The robot parts are just that; parts. They're not the whole of Penny," she says as Ambrosius inspects her arm.

"But... A soul without a complete body. What would be left?" Ambrosius wonders.

Ruby smiles, "I don't know. I guess you'll just have to... get creative,"

"And surely this is something more to your tastes than a floating city, isn't it?" Velvet smirks.

Ambrosius laughs a little, "Hahaha, you kids make quite the convincing argument. Well, I supposed I could do a little bit of this... and then add a piece of that... But if I do that, then how much of the old Penny would be my work, and how much would be... her... Just looking at the start of it all," he then turns to them. "This is all very exciting... and very dangerous. Uh, I don't know how this is all going to turn out,"

"We don't have any other choice. We have to save Penny, no matter what," Weiss says.

Ambrosius smiles, "Alright then. Please, bear witness... to my artistry!" he exclaims.

Ambrosius waves his hands in the air before sending out a few flying balls of mist that encircle Penny. Penny slowly floats into the air, her eyes turning green, and her body begins to glow. Her body lights up, temporarily blinding the others. When it dims, they see not one, but two Pennys standing before them. The key difference is that while one is a machine, one is a mortal.

Ambrosius snaps his fingers, "It's done," he then disappears with a wink.

Outside, the kingdom of Atlas begins to move, the shaking being the signal for the others. In one room, Team JNR and Oscar are working on one terminal for their part in the plan.

"Okay, I guess that's the signal that the others did their part," Jaune starts typing away on a computer slowly.

"I hope Penny is okay," Nora worries.

"If Atlas is moving, then we need to get the word out to everyone both here and in Mantle, and fast. We don't have a lot of time," Oscar says.

"I know, I know!" Jaune types a few more buttons before the screen suddenly pops up. "Um, well, I think I did... something?"

"You're live. Everyone can see and hear you," Ren notes.

"Oh," Jaune collects himself. "Citizens of Atlas and Mantle. Listen closely, because what we have to tell you is very important: Atlas is falling, but-," but then the signal cuts out suddenly. "Wait, what happened?"

"It's dead. The entire CCT system is down," Ren looks over his scroll.

"But, we didn't get the message out yet? Why?" Nora asks.

"The more important question is: What do we do now?" Oscar gets worried.

Back down in the vault, the group walk up to the two versions of Penny.

"...Penny," Ruby mutters.

Penny slowly opens her eyes. Seeing the others, she raises her hands sees the changes in them, feels the changes in herself. She then looks over when the other Penny, who has the robot parts and the virus, starts fidgeting and sparks flying. The robot Penny short-circuits and falls onto the ground before finally shutting down, scaring Penny a bit.

Ruby gets a hand on her shoulder to get her attention, "Are you... okay?"

Penny looks between the robot and her friend, smiles, and then hugs Ruby, "Do hugs always make you feel this warm inside?"

Ruby returns the hug, "Yes. Yes, they do,"

"Wow," Penny then goes to hug Weiss. "More!"

"We should probably make sure our theory worked... And start the evacuation," Weiss says as Penny let's her go, only to go on a hugging spree as she hugs the others.

"I'm glad you're safe, Penny," Velvet is the last to hug her, to which Penny smiles.

Weiss twirls the staff around before summoning Ambrosius again, "Free to create and... oh, it's you guys again," he sounds annoyed.

"Oh, quite your crying. You get to do your thing again," Velvet retorts.

Ambrosius crosses his own, "Well, aren't you a rude one,"

"What else it new?" Velvet waves him off.

"Let's get back on track. Can you make a bunch of doorways in Atlas that open up to a single spot in Vacuo?" Yang asks.

"Sure, I'll just need coordinates and schematics for each door, an explanation for bending space and time to account for the much greater traffic on one side and, a single point of exit on the other side. That sounds about right," Ambrosius thinks it over.

Weiss rolls her eyes, "Okay, that's sounds about right,"

"Okay, so the plan is to basically send everyone through one route from one location to another. From one kingdom to another, with a central location in between them along the way," Velvet explains.

"Okay, but you're going to have to give me some more details on this central location. Where is it and what is it exactly?" Ambrosius floats in front of her.

"This place is," He looks over to Ruby. "These vaults. Wherever they are, they're not from Remnant. You can only get there if you know the right way. Seems like the best bet for getting thousands of people from one spot to another,"

Ambrosius smirks, "You kids are either smarter... or more foolish than you realize. *Sigh* Okay, I'm going to need a reference for this to work,"

"Will these work?" Weiss uses her scroll to bring out the schematics of Atlas and Mantle.

After looking over the references, Ambrosius works his magic and creates a gateway behind them. In a black void, he also creates circular platforms with more gateways and different walkways to connect the platforms, all ending at one large platform with a larger gateway. In Atlas and Mantle, gateways appear everywhere for the people. Joana, who is still in the crater, eventually walks through a gateway, and eventually smiles when she sees that a path to safety has opened up for her and the others.

"People enter from Atlas and Mantle on one side... and leave on the other side with a one-way ticket to Vacuo," Weiss says.

"Well, everything appears to be in order. You were quite thorough. Makes it a little boring, though. But, it's definitely better than when I made a floating city," Ambrosius lounges about in mid-air.

"So, we're finished here?" Velvet asks.

"Yeah..." Ambrosius waves them off. The group nod and turn to leave, while the dead robot Penny fades away. "Oh, and one last point of clarification about this... central location of yours... Do not FALL," he gives an ominous waning. "Okay, and with that dire warning..." he dissipates again.

The group approach their portal, "We did it," Weiss says as she hands Penny the staff.

"What do we do now?" Penny asks.

"We get everyone to Vacuo... And hope that everything else goes just as well," Velvet looks ahead at the gateway.

However, none of them know that in front of one gateway, Emerald Sustrai is waiting, and Innominat waits at another, smirking at this pleasant chance for some entertainment that has opened up for them.


And that's the chapter. A little changed up on the fight with Ironwood to make it more interesting, and having Melina join up with Marrow and Winter too. They save Penny and stop Ironwood, but will the rest of the plan go so well? Until then, please Read and Review.