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Vine's arms extended, reaching for the Guardian to capture him. Jai proved faster than Vine's arms as he sidestepped and moved towards the pale specialist with a speed that didn't seem possible for someone of his size. Jai delivered an open palm trike into Vine's solar plexus, sending him tumbling across the floor like a rag doll. Jai moved a bit to the side and raised his hand above his head and caught Elm's hammer by the shaft, stopping it in its tracks.

Elm's eyes widened in surprise. She was currently using her semblance to keep her feet anchored for extra striking power and yet she found Timber, her hammer, stopped with a single hand.

With a forceful tug, the hammer was yanked out of Elm's hands. Elm remained planted to the ground as Jai delivered a forceful kick to Elm's stomach, sending her flying back along with the section of the floor she was still attached to. Marrow had since recovered and pointed his finger at Jai.

"Sta-"

Marrow was cutoff as he had to duck to avoid getting hit in the head by Elm's hammer that came flying at him like a missile. The sound of metal crushing metal could be heard as the hammer impacted the wall. Marrow observed the damage to the wall and mentally thanked himself for dodging that. The faunus turned his attention back to the super soldier who was currently fending off both Vine and Elm. His two teammates were blocking his view of the Guardian. He wouldn't be able to ensnare him with his semblance with them in the way. Marrow ran around to get into a better position.

Vine threw Thorn at Jai but the Guardian caught the throwing star before he leaped up high to avoid being tackled by Elm. In midair, Jai flipped and spun his body to reorient himself before he threw Thorn at Marrow, who had moved locations to try and use his semblance.

The throwing star knocked Marrow's weapon of choice, Fetch, out of his hands. The dog faunus was starting to get angry.

"Oh come on!"

Jai landed and ducked under a swipe of Vine's enlarged hands before he launched himself forward and delivered an armored boot into Vine's jaw. The impact sent Vine crashing through the metal wall on the other side of the room.

Elm took this opportunity to run off and retrieve Timber. Marrow had the same idea as Elm as he too ran to retrieve his weapon. Marrow dove into a combat roll and retrieved Fetch before he assumed a crouched position and took aim at the Guardian. Or at least at where the Guardian once was.

"What the hell? Where'd he go?"

Marrow's question found its answer in form of two large hands clasping themselves over his throat and the back of his head. The faunus struggled to escape the modified rear-naked chokehold but he found himself losing strength rapidly. What was odd was that Marrow wasn't losing strength from lack of air. No. He could breathe just fine. He wasn't being choked. Something else was happening.

The faunus thought back to how they ended up here in the first place. When General Ironwood informed the Ace Ops that they would be participating in this exercise, Marrow had slightly mixed feelings. According to the general, this exercise served two purposes. First, it was to test Dr. Polendina's daughter's abilities, and second, it was to field test the new military hardware from the SDC. At no point was it mentioned that this test served any function for Unit 117. Marrow was curious to face off against the three mysterious soldiers, but at the same time part of him didn't want to. He saw the state in which they left that White Fang base, and it was nothing short of horrifying. He was hoping to have been able to see Penny in action instead of her teammates. From what the general told them; she was arguably the future of Atlas' military. Interestingly enough, the general had proven more willing to answer questions about Penny than he was about Unit 117. Their questions were met with either the usual "classified" response or the general would avoid the question altogether. The questions of who they were, what they were, where they came from, or why they were so secretive remained unanswered. At one point, the general scolded them for continuing to ask questions. He had asked Winter if she knew anything about them, but she was just as clueless as any of them when it came to understanding anything about Unit 117. Marrow asked Winter if she knew what more this exercise was for, but she was unable to because it was classified. He didn't pry further. While he was a bit uneasy, his other teammates, however, were a bit more energetic at the prospect of facing off against the Bad Batch. Harriet was by far the most eager to face them. While Clover was excited about this mission, he warned everyone to be extra cautious. Even though this was a training exercise, things could easily go south. Marrow brought his attention back to the fight at hand, where he was currently losing all strength.

"Forgive me Specialist Amin, but I must deal with your semblance," said Guardian Zero-Three-Seven.

Elm had since recovered her weapon and was soon joined by Vine as they charged forward to engage Jai once again. They stopped their charge as they saw Marrow fruitlessly struggling to free himself from the grey-clad giant's hold.

Vine noticed something odd. Marrow's light blue aura was visible, but he noticed that energy from Marrow was funneling into Guardian Zero-Three-Seven. The sound of Marrow's weak voice got Vine's attention.

"G-Guys…I…I…feel w-weak…something's…happ-"

Marrow lost consciousness. Jai released his hold on the faunus before gently guiding his body to the floor. Elm took a threatening step forward, anger was present on her face.

"What the hell did you do to him?!"

"He's merely unconscious. He'll be fine."

"Fine?! You choked him out. You could have killed-"

"Elm!"

The tall woman glanced over at Vine.

"What?!" She demanded.

"I believe we just witnessed him using his semblance. I don't know the exact details, but it appears as though he can drain the aura and energy of whoever he touches."

"You think it has a weakness?"

"I'm not sure."

Elm's hammer converted itself into a rocket launcher; the heavy hitter of the Ace Ops took aim.

"Well Vine," she said as she lined Jai up on the crosshairs, "only one way to find out."

Jai leaped to the side and dove into a combat roll as the area where he once stood was obliterated from the rocket's explosion. Jai once again stood to full height and kept moving as Elm continued to fire rockets at him. Vine extended his arms and sent them after the super soldier, hoping to keep him in place for Elm, but instead of grabbing onto the super soldier, the super soldier grabbed hold of him. Vine struggled to pull his arms free, but they were trapped in the iron grip of the Guardian.

"D-Damn…it…" Vine said through gritted teeth. He could feel his strength beginning to fade, his energy and aura being drained.

With Jai holding onto Vine's extended arms, Elm refrained from shooting the super soldier. Jai yanked the specialist towards him with brute force. Vine elicited an uncomfortable yell as he found himself flying towards Jai at high velocity. Zero-Three-Seven cocked his head back before bringing it forward at high speed and bringing his titanium-alloy helmet onto Vine's forehead.

"Ahhh!"

Vine's aura flickered momentarily. The Ace Operative's grip loosened as his head was ringing in pain. Vine felt his body jerk back before finding himself flying across the room. Elm ducked to avoid having Vine crash into her. The pale specialist crashed into the wall unceremoniously, his aura flickering again before it vanished.

Elm looked at her two teammates laying on the floor before she gritted her teeth in anger. This didn't make any sense. This was supposed to be a curb stomp in their favor but somehow the one sociopathic robot man or whatever he was, was beating them down like it was nothing. She ran forward and brought her hammer back, ready to swing it. She swung Timber in a downward strike that aimed for Jai's helmet, but again the Guardian proved far too fast and dodged.

It didn't make sense to her. She guessed that the armor he wore had to have weighed at least 500 pounds. She knew that because of the time she and the Ace Ops rode with him, and his other teammates from Special Mission Unit 117, to that White Fang base. The pilots had to remove about 1500 pounds worth of cargo out of the dropship in order for them to avoid exceeding the takeoff weight limit. The fact he was able to move this fast was haunting. If his other two teammates were anything like him then these guys were stronger and faster than anyone barring those with speed or strength semblances.

Jai delivered an uppercut to the Ace Operative's jaw before hitting her sternum with an elbow strike, her aura flashing. Elm swung her fist at Jai's head out of blind anger. Surprisingly, she managed to hit him. The blow, however, did not seem to faze him. The Guardian dropped to the floor faster than she was prepared for and then swept her feet out from under her. Elm found herself on her back looking up towards Jai's blue helmet visor. The next thing she saw was an armored boot coming down on her face and then darkness.


The sounds resonating from Jai's fight with the Ace Ops could be faintly heard from where they currently were. Penny had led them down to a subterranean level in the base. Luckily, they didn't encounter any more drones. Rahm and Jai weren't lying when they said the drones were becoming more of a nuisance. Rahm and Terre were busy keeping an eye out for threats while Penny thought back to her lessons with her three teammates. She was taught to never leave a comrade behind and yet they had just done so with Jai. She was confused. The endearing artificial girl glanced over at her two teammates.

"Rahm, why did we leave Jai? I am afraid I am still confused as to why we did so despite saying we will never leave someone behind."

"Jai knows what he's doing. He knows we only have a brief window to acquire the flag. Three against one is nothing to him," Rahm explained.

"But is completing the mission really more important than staying with teammates?"

"It is our duty to see our mission complete, first and foremost," said Terre, "should someone fall, the mission's completion ensures their actions are not wasted."

Penny glanced at Terre. She wasn't sure what to think of his words. Rahm noticed Penny's confusion and decided to interject.

"What he means to say is that while it is important to stand by comrades, the mission must be completed. If one must stay behind to ensure that the others complete the mission, then that is what must be done. Do you understand Penny?"

"I think so," she wasn't entirely sure. She was still new to this whole thing. Maybe it was the fact that she was still green that made her fail to see exactly what they were saying? Perhaps time and experience would help her understand better.

The three stopped in front of an elevator. Rahm pushed the button to summon it to their floor. After a few moments, the doors opened with a ding and they stepped inside. Penny pressed the desired button and then the doors closed before the elevator descended. It didn't take more than a few seconds for them to arrive at their desired level. The doors opened to reveal Specialist Harriet Bree waiting for them in the center of the room.

Without a second thought, Rahm stepped forward and stood in between Harriet and his two comrades.

"You two go on ahead. I'll handle this."

Penny moved to voice her objection but a glance from Terre stopped her. Her disapproval did not go unnoticed.

"Remember Penny," said Rahm, "we're on a timetable. We'll link up shortly."

"I understand," she said half-heartedly.

Terre and Penny continued on, leaving Rahm alone with the Ace Ops specialist. Harriet sized him up as she began to circle him.

"Pretty dumb of you to send your only help off and leave you here by yourself," said Harriet. "Not only that, but now I have to chase after those two once I'm done mopping the floor with you."

"Isn't that based on whether or not you can make good on your words?" Rahm's words were genuine. There wasn't a trace of humor in his voice.

Harriet growled in annoyance.

"It's about time someone took you and your team down a peg. Let me show you why the Ace Ops are the best Atlas has to offer."

Electricity sparked to life around Harriet's body. The short woman lunged forward with her amazing speed and delivered a flying kick to Rahm's head. Guardian Zero-One-One raised his armored arm and blocked the strike with his vambrace. Harriet's eyes went wide, surprised the large soldier was able to block her attack. She didn't even make his arm move. Harriet landed before jumping back to put some distance between them. Rahm merely stood and watched her with mild interest. Harriet raised an eyebrow out of curiosity.

"Looks like you're stronger than I thought," she said as she reached behind her back. She retrieved a set of what appeared to be robotic arms.

She slipped the arms over her own, clenching her fists before she punched them together to show off her newly enhanced strength.

"Fast Knuckles," Rahm said, "your weapon which allows you to enhance your striking power as well as your upper-body strength."

"How the hell do you freaks know so much about us?"

"We read your files."

"Well then, why don't you see if you can read this?"

Harriet's body was surrounded once again by electricity as she activated her speed semblance. The specialist circled Rahm before she launched her fist straight at his face. Rahm raised his arms and braced up to defend as her fist connected, sending him sliding back across the room. Rahm landed gently on his feet before he lowered his arms. Harriet looked on with annoyance.

"Damn," she said under her breath, "not only is he heavy but he's fast enough to react to my blows."

What exactly were they? She'd been pondering that question ever since she first encountered them on that mission to take out that White Fang base. She had scoured all databases she was authorized to access to find out who and what they were. Their service numbers turned up zero results as did the name 'Special Mission Unit 117.' She dared not ask General Ironwood again. He had made it very clear that they were to stop pestering him about them. She hated unknowns and Zero-One-One and his teammates were the biggest unknowns she'd ever encountered.

Harriet readied herself for another attack run. Rahm kept his focus on her while the electricity sparked around her body again. Harriet ran full speed towards him but abruptly changed course when she was merely a few feet from him. The speed specialist became a blur as she moved faster. She was running in zigzags, hoping to confuse the Guardian as to where she would strike.

Guardian Zero-One-One remained where he stood, following her movements with his enhanced reflexes and vision. Harriet was closing the distance fast; the super soldier had just enough time to move to the side and stick his foot out, tripping the speed specialist.

"Oof!"

Harriet tumbled across the floor for several feet before she managed to stop and regain her footing. The short woman glared at the Guardian with hate-filled eyes. She could feel her anger rising every second she didn't have this freak on the ground picking up his teeth. She was a member of the Ace Operatives. She had worked her ass off to get picked by General Ironwood to join such an elite unit. She was one of the best in the world, and yet here she was being humiliated by this…this thing. She didn't care that Special Mission Unit 117 was a highly secretive special forces unit. She had been doing this way longer than these machines. To her, he and his team would be nothing but amateurs. And she would make sure he learned his place.

"That's it! I'm through messing around."

Rahm said nothing, he merely stood and watched her with mild interest.

Harriet activated her semblance again and took off. This time, however, she ran faster than she ever had before. She cocked her fist back, intent on breaking the super soldier's face in. As she cleared the distance between them, she threw her fist forward. Time seemed to slow to a crawl as the fist moved towards its target. Rahm, however, stood completely motionless. He didn't make an effort to dodge out of the way. Harriet caught a glimpse of an orange energy flicker to life around the Guardian as her fist neared his face. Her fist, encased and augmented by Fast Knuckles, connected with the Guardian's helmet but the super soldier didn't even so much as flinch. Harriet felt her aura flicker from putting in that much force behind the attack. She was confused. It didn't make any sense how he was standing without a single scratch on him. She broke off into a run to put some distance between her and him. Using her semblance, she ran full speed intending to hit him from behind.

Without warning, Rahm spun and extended his arm out with his fist clenched and clotheslined the specialist.

"Ahh!"

Harriet's aura flickered before it vanished as she was sent flying into the air, flipping unceremoniously several times before she landed in a heap in front of Guardian Zero-One-One. Rahm looked at her unconscious form momentarily before he turned and left, seeking to link up with Terre and Penny.


The journey through the base was quiet. There weren't any drones lurking about luckily. Penny and Terre stopped in front of a large door. Penny went ahead and opened the door, allowing the two to walk forward. The room was dark, but soon the lights came on. There, just a few feet before them, stood Specialist Clover Ebi. The leader of the Ace Ops smiled warmly at them before giving a friendly wave. Penny's eyes lit up with excitement as she returned the wave.

"I take it that you are here to prevent us from achieving our objective?"

"That's correct Ms. Polendina."

"I understand. I greatly appreciate your politeness, but unfortunately, we cannot allow you to stop us."

Terre observed the friendly exchange between the two of them with slight curiosity. Penny spoke again.

"Your name is Specialist Clover Ebi, correct?"

"Yes ma'am."

"It is nice to meet you," she said with a smile.

Clover couldn't help but return her smile with one of his own.

"Likewise," he replied.

Penny moved to speak again, but she found herself cut off by Terre.

"Penny, go on ahead and retrieve the flag. I will face him."

Penny looked up with a slightly worried look on her face.

"But if you stay here then I will be alone. What if there are more threats?"

"I'm certain there will be."

"What if I'm not ready to face them alone?"

Despite his helmet obscuring his face, Penny knew Terre was giving her a stern look.

"You're ready Penny. We wouldn't have vouched for you if we didn't think so. Go on. I'll join you shortly."

Penny nodded. The artificial girl walked around Clover and proceeded towards the objective. Clover watched as she walked away before he turned his attention back to Terre.

"She seems nice."

Terre merely stared at Clover.

"You don't talk much, do you?"

Terre didn't respond. Terre's red visor stared eerily at the leader of the Ace Ops. Clover merely shrugged, his friendly smile still present on his face.

"My mistake. I forgot that you're more of a man of action. Well then, shall we?"

Clover ran a thumb across his silver pendant that was shaped like a clover before he retrieved his weapon, Kingfisher, which resembled a fishing rod. Terre, meanwhile, observed Clover's actions intently. While he had an extensive knowledge of the skills and abilities of the Ace Ops, he had never faced them in actual combat. Clover swung the fishing rod forward, sending the line towards Terre. Terre sidestepped to avoid the line with ease. The Guardian made to go after the leader of the Ace Ops, but he found himself tripping over. He looked and spotted the fishing line tangled on his foot. That was certainly odd, for he had avoided the fishing line. How could it have caught him? He didn't have time to figure out what exactly happened as a flying kick from Clover sent him stumbling back a bit. Clover retracted the fishing line before assuming a defensive stance with the rod.

Terre got back on his feet, eying the Ace Operative with suspicion. Terre retrieved his sidearm and fired. Clover ran his thumb across his pendant again, the rounds from Terre's weapon, narrowly missing him. Clover smiled just before he bolted towards Terre.

A Dust-hard-light shield came forth from Terre's free hand just before Clover brought his fishing rod down in an attempt to strike the Guardian on the helmet. The shield blocked the strike successfully. Terre swung his sidearm in an attempt to hit Clover in the face, but the fishing line entangled itself over Terre's sidearm, causing it to slip out of his hand. Terre backed off, putting some distance between the two of them. Guardian Zero-Six-Nine took note of where his sidearm had fallen. He began to take stock of the situation at hand. Clover was certainly not what he expected, living up to his status as the leader of the Ace Ops.

Terre's hard-light shield transformed into a hard-light sword, the super soldier raising it into a defensive position. With blurring speed, Terre rushed forward.

Clover found himself caught by surprise by the super soldier's amazing speed. So surprised, in fact, that he found himself tripping over backward, unwittingly dodging a strike from Terre's sword.

The Guardian looked on in confusion at how the Ace Operative managed to avoid his strike by merely tripping backward. Terre didn't get much time to think that over as he found himself tripping and tumbling forward ungracefully. He quickly picked himself up off the floor and looked down to see that the fishing line had ensnared his feet again. But how? He didn't see Clover throw the line. Perhaps his boot caught tangled in the line when he ran past Clover with that failed strike?

Before Terre could rip the line off, he was sent tumbling back further by flying roundhouse kick.

None of what was happening made any sense to the super soldier. Clover had avoided his hard-light sword through dumb luck, and he kept finding himself entangled by that fishing line no matter how careful he was.

Terre's eyes widened slightly underneath his helmet. The answer was staring him right in the face. Clover's semblance was good fortune. No wonder he managed to avoid his strikes and land such lucky shots. Terre stood tall as he stared the Ace Operative down. He severely underestimated the extent of Clover's semblance. He would need to adjust his strategy if he wanted to end this fast and catch up with Penny.

Green energy flashed momentarily around Terre's hand as he reached down and took hold of the fishing line. Unbeknownst to Clover, the faintest bit of green energy snaked its way up the line and into the rod. Terre looked at Clover's fishing rod, causing the Ace Ops leader to stare in confusion.

"Are you asking about my weapon?"

Terre didn't answer.

"Its name is King Fisher. It's quite handy at grabbing onto things," Clover decided to give another demonstration of his weapon's abilities as he retracted the line.

The uncomfortable sound of metal grinding on metal was heard just before the rod broke apart.

Clover looked a bit dumbfounded as to what had just happened. He looked at his broken weapon and then up at Terre.

"What just happened?"

Again, Terre didn't answer, choosing to stay silent.

Clover wasted no time and charged forward, intent on engaging the super soldier in hand-to-hand combat. Before Clover could close the distance between them, the lucky soldier found his right foot, and by extension leg, falling through the floor unceremoniously.

"What the?"

It was as if the floor were made of paper, but that was impossible considering that the floor was made out of metal. As he struggled to free his leg from the hole, Clover looked up and spotted Terre. There was green energy flowing from his boots into the floor. A sudden realization came over Clover.

"I get it now. This is your doing, isn't it?"

Silence. The quiet super soldier said nothing, his red polarized visor staring straight at the lucky Ace Operative.

Clover merely nodded.

"I see. I take it your semblance induces bad luck or something of the sort?"

"Not quite," replied Terre.

Clover was hopeful that Terre might say more but his hopes were dashed.

Clover shrugged, having accepted that he wouldn't get much conversation out of Zero-Six-Nine. The leader of the Ace Ops successfully managed to free his leg from the floor and then stood up and stared the armored giant down.

Terre settled into a defensive stance while Clover took an offensive one. Clover ran forward, his semblance doing its best to counteract the weak floor caused by Terre's semblance. Terre blocked an incoming punch before he grabbed Clover by his uniform's collar and flipped him across the room. Clover righted himself in midair, flipping into a smooth landing.

Terre ran forward, closing the distance too fast for Clover to follow. Terre reached and seized Clover by the arms. The lucky Ace Operative struggled to free himself, but Terre's grip was as solid as steel. It was like a small rabbit trying to free itself from an anaconda.

Clover winced as he felt a slight burning sensation in his arms. He looked down and noticed that the green energy was flowing into him. Clover kicked frantically in an attempt to free himself, but Terre stood firm, unmoving.

Without warning, Terre released him. Clover immediately seized the opportunity and jumped back to put some distance between the two. The second he landed, however, Clover collapsed onto the floor unceremoniously. The Ace Operative struggled to move but his body didn't respond the way he wanted it to. When he tried to move his leg, his neck moved, and when he tried to move his hand, his jaw opened. It was as if his entire nervous system had been rewired. He couldn't even so much as look up at the Guardian in his shocked state.

"Do not worry Specialist Ebi," Terre said, "the difficulties you are experiencing with your nervous system are only temporary."

Clover found himself unable to respond.

"You were a formidable opponent, and you have my respect."

Terre retrieved his sidearm, securing it to the magnetic holster before he left with the intention of linking up with Penny.


The double doors opened for Penny automatically. A blue and white flag stood waving in the center of the room. It practically looked as though it were waiting for her to take it.

There was no way it could have been this simple.

With a quick scan of the room via her thermal imaging sensors, Penny, unsurprisingly, found that she wasn't alone in the room.

"I know you are here. Please show yourself."

The sound of boots scraping across metal could be heard from above. Down from the rafters of the room dropped down a feminine figure garbed in an exquisite uniform. The woman turned around to reveal herself as none other than Specialist Winter Schnee.

"Hello, Penny."

Penny beamed a happy smile at Winter, waving while she did so. Winter merely looked at her while she kept her hands behind her back, seemingly inspecting the girl.

"It is a pleasure to see you again Specialist Schnee. Are you the final opponent?"

"I am," she replied, "but if you think you'll be defeating me then you are sadly mistaken."

Winter retrieved her saber from its sheath before she assumed a focused stance. Without warning, Winter thrust her saber into the ground as a white glyph was summoned. Penny watched with amazement as a massive, white Beowulf appeared.

"What a fascinating semblance."

Winter smirked.

"Thank you, Penny," Winter said as she merely pointed her saber at Penny, signaling the Beowulf to attack.

Penny summoned her swords as the Beowulf ran towards her. Penny leaped over the incoming creature before a well-timed strike from one of her swords decapitated the monster, leaving it to crumble to dust. Penny landed gracefully, earning a smirk from Winter.

"I see that your training with Unit 117 has gone well."

"Oh yes! Despite still being inexperienced, I have learned so much from them."

Winter nodded before she summoned a swarm of Nevermores. There was a total of six creatures surrounding Penny, all of them flying in place. With a snap of Winter's fingers, the Nevermores closed in on Penny, intent on tearing her apart.

Penny leaped up to meet the incoming creatures head-on. She skillfully maneuvered her body in midair to avoid claws that attempted to slash at her. Penny's swords went about blocking the strikes that she couldn't avoid. Penny grabbed onto the neck of a Nevermore before she climbed onto its back. The Nevermore attempted to shake Penny off but the girl's super strength kept her from getting thrown off. Penny's swords began to spin around her as green energy began to gather. With a thrust of her arms, the energy shot forward in the form of a laser that obliterated the Nevermores directly in front of her. Penny leaped off the Nevermore but not before she had one of her swords decapitate the summon.

Penny landed and looked up at the remaining Nevermores. There were only two left. Penny assumed a defensive stance as the winged creatures flew straight at her. Penny ducked under slashing claws before she jumped up and delivered a powerful spinning uppercut to one of the Nevermores' head, knocking it clean off.

The last Nevermore flew around Penny in circles. It was moving pretty fast, but to Penny, it might as well have been moving in slow motion. Penny sent all of her swords at once into the Nevermore as it tried to attack her from behind. The summon disintegrated into ash as Penny brought her swords back to her.

Winter looked on, impressed with Penny's abilities. The ex-heiress to the Schnee Dust Company took a few steps closer to Penny while she kept her hands behind her back.

"Very impressive, Penny."

Penny smiled warmly. "Thank you."

"Let's see what else you can do."

Winter retrieved her saber again before she sprinted toward Penny, closing the distance quickly. Penny's swords came to her defense, blocking Winter's slashes and stabs. Penny found herself taking involuntary steps back as Winter pressed her assault further. Winter's attacks began to come faster and faster until she managed to land a downward slash on Penny's arm, her aura kept her from receiving any damage, however. Winter did not let up on her assault, and she delivered a kick to Penny's midsection before hitting her with a back-fist strike, sending the artificial girl tumbling back.

Penny didn't get the chance to recover as Winter immediately pounced on her, hoping to deliver a flying downward stab. Penny rolled out of the way, avoiding the strike, and shot to her feet. The Schnee threw her sword at Penny, who caught it with ease. Penny was surprised when a flying knee from Winter sent her stumbling back, dropping the Specialist's weapon. Winter quickly grabbed her discarded weapon before sheathing it. Penny found herself on the receiving end of several well-placed punches and kicks, only able to block or dodge every other blow. Penny seized Winter's incoming fist before catching the other one. Winter struggled to free herself but couldn't contend with Penny's superior strength. The artificial girl began to squeeze, causing Winter great discomfort. Without warning, Penny lifted Winter off the ground and began to spin her around at great speeds. After several revolutions, Penny released Winter, sending her crashing straight into the wall on the opposite end of the room. The rookie member of Special Mission Unit 117 capitalized on this opportunity and sent forth a ray of green energy straight at Winter. Special Operative Schnee immediately summoned an armored knight that shielded her from the energy beam. The white armored knight faded into dust as the energy from Penny's attack dissipated.

"You have fought well Penny, but even you know you cannot defeat me."

Penny hated to admit it but she was right. The synthetic girl was undeniably powerful, but she was still green. Despite her training with her new teammates and her skills improving drastically, she still had a long way to go. Winter wasn't General Ironwood's righthand for nothing; Penny was deeply familiar with Winter's file. At age twenty-one she graduated from Atlas Academy at the top of her class, shattering numerous previous records. Specialist Schnee was currently only twenty-three and through her prodigious skills, she managed to climb to the top of the Atlesian Military's ranks in the span of two years. If it wasn't for the fact that General Ironwood was grooming her to be his successor, she would have easily been the leader of the Ace Ops. Winter had her beat in one crucial area: experience. Experience wasn't something that could be programmed into her, that much was proven during her initial training sessions with Rahm, Terre, and Jai. Penny began to think, her digital brain processing information thousands of times faster than a normal human could. If she couldn't defeat Winter then she would need to outsmart her. An idea popped into her head, causing her to smile.

The mission objective was to acquire the flag. It said nothing about making sure that every enemy was neutralized, only that they engaged the enemy. Penny reached behind her back and into her inner compartment before she retrieved two items that were hidden in her hands. Penny's HUD had a constant lock on Winter's position, but she went ahead and marked the position of where the flag was. Penny threw the first object at Winter's feet. Winter backed away, wary of the item. The item in question was a small canister. In a split second, it exploded and quickly filled the room with thick smoke, obscuring the Schnee's vision. Penny bolted forward towards the flag. Winter attempted to anticipate this move, but she couldn't see more than a few feet in front of her. Specialist Schnee ran in the direction where she estimated the flag would be, arriving just in time to witness the form of Penny disappear into the smoke with the objective. Winter bolted after her blindly, fully intending to prevent her from leaving with the flag. The smoke slowly began to clear, and Winter could make out the silhouette of Penny fleeing from her. She was headed towards the exit. Winter ran faster; she could not allow this. As Winter was about to cross the threshold, she noticed a device nestled above the double doors. She could hear it beeping rapidly. Winter's eyes widened, and she leaped back to avoid the explosion that completely leveled the exit. Winter picked herself off the floor as the smoke finally cleared. She could see that the exit was obstructed, and she caught a glimpse of Penny just before the artificial girl disappeared down the hallway.

Winter was furious, unhappy that she had failed in her objective. Her moment of anger didn't last long, however. A sly smirk slowly etched its way onto her face. Penny knew she couldn't defeat her in combat, and so she proceeded to outsmart her to get the flag. First, she blinded her with the smoke grenade, then she got her to follow after her to retrieve the flag, and then she trapped her in the room with that well-placed explosive. Winter couldn't help but respect Penny's strategy.

"Not bad Penny. Not bad at all," she said aloud.


Penny ran as fast as her synthetic legs could carry her. She didn't bother looking back to see if Winter was on her tail, her motion sensors didn't detect that she was being followed. She had a big smile on her face all the while she ran with the flag in her hands. She was happy because she had managed to technically defeat a superior foe. Knowing she couldn't defeat Winter, she opted for outsmarting her. She had her new teammates to thank for her successful acquisition of the flag. It was them who taught her how to use strategy to overcome superior foes. Her internal clock showed that they still had five minutes and thirty seconds left to get the flag out of the base.

She rounded a corner and was immediately met with the sight of three familiar armored giants running in her direction. All four stopped in their tracks.

"Hello, fellow teammates! I have the flag!"

"Good work Penny," said Rahm, "we knew you could do it. Let's get out of here."

Penny nodded and proceeded to follow her three comrades. The four bolted back the way they came. It didn't take long for them to run past the still partially paralyzed Clover, run past the unconscious Harriet, go up the elevator, run past the last three unconscious members of the Ace Operatives, and finally arrive outside the base. Smoke billowed from the flaming ruins of the destroyed drones. Terre activated his commlink.

"Command, this is Guardian Zero-Six-Nine, we have the objective. Requesting immediate extraction."

A moment passed before the sound of the general's voice echoed on the communications channel.

"Excellent work. The mission was completed with two minutes and four seconds to spare. A dropship is on its way. ETA one minute."

"Copy that. Zero-Six-Nine, out."

As the general said, the dropship arrived shortly. They boarded the dropship and within moments they were on their way back to Atlas Academy. Penny sat on one of the ship's seats while her three Guardian teammates stood, holding onto the overhead straps.

"I want to say thank you."

The three Guardians glanced at each other, wondering what she was referring to. Rahm was the one who asked the question the three were pondering.

"For what Penny?"

"I would not have been able to get the flag from Specialist Schnee without your training. Thank you for that."

"Specialist Schnee was the one guarding the flag?" Jai asked with mild curiosity.

"Yes, she was," Penny replied.

Jai decided to press further. "Did you defeat her in combat?"

"No," Penny looked a little embarrassed, "I had to outsmart her to get the flag."

"You shouldn't look embarrassed Penny, Terre said, "Special Operative Schnee is among the most skilled operatives in the military."

"She has much more experience than you, but in time you will only gain more experience and improve your skills," said Jai. "But the fact you managed to outmaneuver her speaks volumes on your progress. You should be proud."

Penny couldn't help but blush slightly.

The rest of the ride back to Atlas Academy would remain silent.


This was the longest chapter so far. As you can see, the Guardians' semblances have began to be explored a bit. Obviously you'll be able to make some inferences, but I didn't want to give too much information about them away. The fight with the Ace Ops might not have been what many of you were expecting, but the Ace Ops, as they were, stood no chance against aura powered-biologically enhanced super humans. Fear not, this is not a story of curb stomping or overpowered OCs and it will not be such. That would make for a very uninteresting story. Be patient and see what future challenges our favorite Guardians will face. See you next time!

-Dude64