So, vaguely saying inspiration:

Naruto's six-tailed mode.

Nu-13 with a custom palette from Blazblue.

Nine's dragons from My Hero Academia.

Those will become more clear as you read further down.

A small little '~XXX~' at the bottom.

~NRK~

They descended via a faux-miner elevator that Jacques had supplied the blueprints for and Naruto, Penny, and the others made.

From above, Pietro watched along with everyone else in the nearby observational room.

"Whoa…" Cera gasped at the size of the area below. "And there are four of these places below us?"

"It's been confirmed numerous times," Taiyang said with a hum. "With this, there's a big chance there's something down there that'll require Sums and the others' power."

"Still, this will likely not be easy," Nicholas said. "If Naruto did feel something down there and isn't sure. That'll end badly, I don't like the feel to this."

-We'll keep things simple down here, I guarantee you that- James said over his earpiece.

~NRK~

Naruto nodded. 'We'll handle whatever's down here with smarts and not take unnecessary risks, promise,' he said.

-I hope so- Glynda said over their earpieces. -I still don't like this, Naruto. What did you mean by you didn't understand this energy?-

Naruto hummed. 'Well… how can I put this? The energy isn't normal? It doesn't feel like a Grimm, Dust, Aura, or anything. It's just… weird,' he said as their elevator reached the first floor's level. 'All I know is that it's there and… I think it's been moving, maybe?'

"That doesn't sound good," Summer said with a hum, in her usual combat uniform. "If it's moving, maybe it's just the water below."

"Perhaps… but prepare for the worst," James said and the group nodded, readying themselves. "Penny."

The android nodded before she held out her arms and her green Aura shot out in a wide circle.

The area glowed as her fingertips did before the area became more lit.

"Hmm," Penny smiled. "Reaction Field enacted," she said as Naruto blinked and she giggled some more. "I'd been trying to learn certain things with my father."

-Penny's been inspired by your fight with Summer- Pietro said over the lines. -Simply put, she didn't have fighting capabilities, we've corrected that somewhat. Especially since she got her Semblance-

'Ya did? What is it?' Naruto asked and she smiled.

"An area of influence of sorts," she explained as James nodded.

"Penny's capable of manipulating things in her immediate area with Aura," he explained as Qrow blinked. "It's similar to Glynda's Telekinesis but it differs on a fundamental level."

Penny demonstrated before raising her hand and a piece of the ground shifted before coming up from the floor in a neat square as her newly-green-cloaked form, the cloak bearing familiar clock-like marks on the hem, flapped.

The bit of the floor glowed black before shifting in a spark of electricity, darkness, and wind, forming metal?

'Huh?' Naruto blinked at it.

"We believe it's due to my ability to understand things down to the molecule," Penny said as the metal she'd made shifted before forming a long spatha, the Android wielding it moments later. "I've downloaded all forms of styles from the internet and replay them thousands of times per second. I've been doing this for the past month and have gained a good repertoire of swordplay."

'Heh, sounds like you got better in no time.'

"I have to do my best!"

"A good mindset to have along with an amazing mind," Ozpin said with a chuckle as he had on his usual attire like the others. "So, let's go."

They all nodded as, from beneath Penny's cloak, came two small flying machines that floated above the group with purple light emanating from beneath.

They flashed out light and spread it above them, allowing more to be seen.

The group of six walked on, following the pathways that Naruto knew the locations of.

They walked for a decent time, the others above making note of it.

-That's a lot of walking- Yang said with a hum, a baby babbling in the background. -It's cool, Garney, mom's down there-

-It's so big- Jaune said.

-I-I don't like it- Ruby added with a worried tone.

"Yeah, this place is for tall people," Qrow said with a smirk as Ruby barked.

-I am NOT SHORT!-

"You are not, honey," Summer huffed as they heard Tai's nervous chuckles in their earpieces. "Right, Taiyang?"

-Of course! You're… happy-sized!-

-What's that mean?- Jaune wondered.

-It means 'happy she's so small, don't kill me' size- Nicholas chimed in as his wife snickered.

-Yep-

James snorted as they kept on walking. "It's bigger than before, yes? That's… Now that I think about it," the group stopped and looked around, the way they were going starting to look weird. "Naruto? Question."

'Yeah, I'm starting to realize what you mean,' the Grimm said with a frown as they looked at the next level way.

The originally rough earthen walls that the former-blonde had climbed down… was gone. In its place?

A smooth, curved, ride of water leading down into the second level… It was like…

"Something… made this?" Penny asked in concern as Naruto made a clone that stayed by her side. "Ah, thank you."

'It's weird,' he said as he walked forward and observed. '... It's almost like all the water that was in here… focused here?'

They looked behind them and their eyes widened as they saw the floor. Completely dry save for that small oddly-straight stream of water.

A perfect stream. "What's down here?" Ozpin wondered in confusion. "This… normal water doesn't act like this."

-Something 'weird' weird?- Pietro asked.

"Yerp," Qrow said and the others rolled their eyes.

"... We don't know," James said with a snort. "For now, Naruto, keep your senses sharp. Penny, don't lower your sensors, we don't know if this is a Grimm, Dust, or, very unlikely, someone is down here."

-Do you think there's a ghost?- Yang asked.

-G-Ghost?!- Sarcelle choked over the line.

'We don't know, girls. For now, we'll have to wait and see,' Naruto said even as his eyes narrowed as he stepped forward first, thinking to himself.

Something was pulling on his senses, weirdly enough. It felt oddly… forceful.

Likely something wanted only its way… and its way apparently wanted him to follow it.

Ominous.

He walked into that slope with the others right behind him, the water's calm path making the experience, at the very least, tranquil.

'It's so calm… but I don't like this,' Naruto said as Penny nodded, minding her boots.

"It's all being controlled by something but the issue is that we don't know if that 'something' is friend or foe," she said with a frown. "We're on the second level, it took 15 minutes to retraverse from the center of the previous one so this walk will take…?" Penny stopped as Naruto did, their eyes widening as the others reached them.

"You guys, what's-?" Summer began to say as she made it to the level, looking at the frozen two and then to the floor. "What the mackerel?!"

The others came into the area and saw what was there as well.

"What in the world?" James said as Ozpin's eyes widened the most.

Because what was before them shouldn't be possible.

There, the area itself was alight with blue light. On the ceiling, water pulsed gently as small spires of seemingly eternally dripping flows of water came from above.

-Whoaaaa…- Yang's surprise caused them all to freeze. -I-Is a Grimm able to do this?!-

They all winced. "Y-Yang, honey, there's a big chance that this isn't good," Summer said vaguely as the girl hummed.

-But it's so beautiful!- Jaune said.

-It is!- Nora said, causing both Naruto and Penny to wince.

"Y-Yes, Nora, it is but we don't know what's causing it," the android said nervously. 'This is magic, isn't it?' It was either that or something controlling the Water Dust below.

But there were only a few instances of a Grimm using Dust, or being embedded with Dust, and those examples weren't here.

So, this… was very likely to not be a Grimm…

'An Altar?' What was an Altar doing on this island?! "A-Ahem, yes, uh, well," Ozpin grew nervous and waved his hand behind his back.

The earpieces gained static and the others freaked out before Penny's sensors fell limp, the female android barely catching them in time.

-Wee-zzzz-ea-zzzzz- Naruto grimaced at the static before Ozpin moved in front of him with a finger to his lips before speaking into his earpiece.

"We'll keep going and see if the signal gets better! Speak to you soon!" He lied before ushering the others to turn off their earpieces. "... Good," he grimaced. "You all realized that this is magical, do you not?"

James frowned. "You've seen something like this before?" He asked and the wizard nodded with a frown.

"Oz?" Summer sighed. "What's going on? What is this?"

"It's weird," Qrow said as he hummed. "It feels like a shrine in Mistral."

"... An Altar," Ozpin answered and they blinked at him. "It's as Qrow said, a shrine but think of it as the magical version of that, and… the thing that comes to mind from that knowledge is… a Spirit. Altars were made for all forms of spirits in the world to recover in. There were ones from nature, man-made ones, and ones brought about from constant usage of specific magic in a single area. The spirits within can be animalistic ones, ones where they've contracted the land… and Elementals. And I fear we've found the last."

"Fear?" Penny said. "I-I don't understand. You're saying a magical being is beneath Naruto's island but isn't that a good thing?"

"If it became attached to him, sure. But that's not the case," Ozpin said with a grimace. "... Elementals are spirits with rather horrid temperaments. They're not beings with human understanding and see the world more logically than any being on this planet. They're very… easy to irritate as emotion isn't something they're fans of."

"So, we'll end up fighting?" James asked and Ozpin sighed.

"The chances are high, yes. All things considered, this might very well be for the best."

'How?' Naruto frowned.

"Do you remember when you showed us the memory of you finally taming Kurama?" The Grimm's eyes widened and Ozpin nodded. "Exactly. It's the same, you can tame lower-level spirits, Elementals are in the middle between high-level spirits like the Brothers themselves and low-level spirits. They're tamable but it's not easy. It also made this altar, which means it's decently powerful."

"So, this spirit thing, what'd happen if we left it alone?" Qrow asked.

"... If it's progressed this far… Let me ask, when was the last time you came down here, Naruto?"

'Give or take near the beginning of this year? So, about four months ago?'

"That's fast. If this is only the second level, it likely made its usual protections on the next level," Ozpin frowned. "If that's true, we need to deal with it before it becomes more powerful. An Elemental is one of the few spirits who can ascend beyond their station by enhancing themselves in an area submerged in their element and have a high potential for evolution. If left alone, it might take over the island and that wouldn't be good for anyone because it might very well have good potential."

"So, if left alone, this Elemental will become known to the world and things will get complicated," James summarized. "That'd be bad."

"Still… is beating it up the right thing to do?" Penny asked with a frown before Summer laid a hand on her shoulder.

"It's not but maybe this spirit will be amicable. We don't know. Oz is right, this has to be dealt with before it gets out of hand but that doesn't mean we can't solve this peacefully."

"Summer isn't wrong," Ozpin said with a smile. "It's rare, yes, but Elementals have been rather non-violent before. Sometimes, they can even be willing to trust in you if you do a quest for them."

'Sounds like we can do our best to make this go well,' Naruto said with a nod as Penny smiled at him and Summer.

"Very well. We'll do what we can."

Walking past the opening for a bit, Ozpin lowered his 'haze' on the electronics.

-What in the world happened?!- Pietro said in shock. -Is everyone alright?!-

"We're fine, we waited for a bit to continue," James said. "Things should be better now."

-Naruto?- Glynda spoke up in concern. -Any… ideas?-

'Nothing yet but that thing down below is getting more obvious,' the Grimm said. 'We'll be continuing through but we're expecting to fight soon so things might get hectic.'

-Understood-

They continued on with eyes on everything, the glowing water, lit-up walls, and cool air causing the group to marvel at each one.

"It's cool, I'd have expected down here to be freezing," Summer said. "It's surrounded by the deep ocean, why's it not colder?"

"Like the northern caps of Nekoburi," Qrow noted with his hand resting on his weapon's hilt. "It's a place trapped between the cooler parts of Anima and the not-cool parts in the northeast."

'Maybe whatever's down there is warm,' Naruto offered as they reached the middle of the room. 'For now…?' He stopped and the others blinked at him. '... Three presences just appeared down below,' he said with a frown as the others followed suit.

"Protection?" Ozpin considered. "... I see," he said vaguely but the group understood.

This was an effect of the Altar, most likely. They were at the 'entrance', yeah?

So, of course, the insides of a sacred place, where an irritated spirit might be, would need protection.

"We'll need to consider the chances of Grimm," James said for the sake of keeping their act up. "Come on."

-I hope this ends well- Kali said. -If there are Grimm down there, they'll be aquatic and likely speedsters-

"Thankfully, we have strong enough fast fighters," Penny said as she looked at the nodding Summer and Naruto. "I can use electricity to apply to any water and Naruto could cut through all defenses with his wind along with Ozpin's Dust and General Ironwood's bullets."

"We've come down here with a team meant for covering all sides," James said with determination. "We've got all the tools for this."

-We hope so- Pietro said.

-Naruto! You have to bring back something good!- Nora said. -M-Maybe like a crystal or something?- She asked hopefully.

'I'll find something, maybe,' Naruto chuckled. 'You guys just stay safe up there. No worries, the last thing we need are Grimm on this island.'

"Daddy's saying to chill," Qrow snorted as Summer grinned at Naruto's huff.

-Irony!-

'Yup.'

Penny giggled a bit. "She's been doing the ones I gave her," she said with a smile.

-Me and Renny had a lot of fun! We got through three of them!-

-T-They're pretty fun- Ren said as Summer grinned.

'They really are a little family!' Oh, it was so cute!

They chatted as they kept walking, reaching the other end of the second level.

'It's stairs,' Naruto whispered in surprise before there was static. 'H-Huh?! Guys?!' He looked at Ozpin who held a finger to his lips.

"It seems each of these ways down to the next levels are full of interruptive energy," Ozpin said as James nodded.

-Pen…?!- Penny winced.

"Father! I promise! We'll make sure things are fine!" She said as Naruto frowned, holding his ax in his hand as he went down first.

The steps were perfect carves into the earthen walls, the water not flowing down them but on the walls of the small stairwell… the literal stairwell.

Looking down, they could see a small hole full of salty-smelling water.

"The ocean?" Penny noted as Summer nodded.

"We're truly deep into it," she said as they landed on the next floor. "And there are our hosts."

Naruto's eyes narrowed on the figures' forms.

One of them was clearly a gigantic fish, its scales clear on its form, its body covered in glowing black marks, as its glowing pure dark blue eyes looked at them, floating above the inches of water beneath their feet.

Another was just a giant orb of water, it seemed. It was big, easily the size of a bus in diameter, the cave level's sheer size easily allowing it to float above the ground and yet not be close to touching the ceiling. Beneath it, pulsing light repeatedly sent small splashes of water out.

Finally, the last one, the one in the middle… was the weirdest.

For it carried on its head a crown of black stone. The being human-shaped but just that, it was the outline of an androgenous figure with no defining sexual characteristics but black lines spread throughout its body in flowy symbols that form tattoo-like necklaces, armbands, and ankle bands on it.

It stood on the water's surface and wielded a water scepter in its hands.

The three were all made of water, seemingly, but the human-like one's body glowed bright blue beneath its black marks while the fish one seemed more realistic than the other two, oddly.

"So, these are the Altar's protection," Ozpin said as he waved off his magic haze. "Can you all hear us?"

-ZZZZZZ-

He blinked in confusion as the others tapped on their earpieces.

"Hello? Tai?" Qrow asked into it but got nothing as Summer frowned.

"Rubaby? Yangy?" She tapped it time and time again before sighing. "So, uh, it seems that even the spirit likes its privacy," Summer snorted before retrieving her scythe from her back. "So, 2 per person?" She suggested to the others.

'... I want to fight the human-looking one,' Naruto said as she nodded. 'That one's different, it feels like… I think my energy from the island finally reached down here. The lines on them, those are my shell's energy.'

"That something," Qrow said. "Hmm… I'll handle fishy, then."

"I suppose I should shock the ball of water," Penny noted as Ozpin chuckled.

"Then I, too, shall fight the ball of water. It's likely got some esoteric abilities I'll be able to analyze," he said as she smiled.

"Glad to have you!"

"Hmm," James looked at the fish and then the human-shaped one. "... I'll fight the middle one with Naruto. Something about that fish makes me think it's going to be too fast for me."

"Then me and Qrow will handle the fish!" Summer said as the Mistralian snorted as Naruto and James knocked fists.

'Let's see a piece of what's gonna hit us from down below,' the Grimm said as James nodded.

"These will all likely be microcosms of what the Elemental can do. We need to grab as much information as possible."

The six of them nodded, walking forward and allowing their feet to stand on the water.

This battle would be one where they were on their opponents' home turf. It'd be good to not get enveloped in it.

And, as they did, it was like the entire area lit up perfectly, every spot, crevice, nook, and cranny, all of it was in view.

Their human-shaped opponent's scepter raised and their eyes narrowed as it pointed at them.

The water around them rumbled before shooting up, around, and down at the exploring group.

'SCATTER!' Naruto called out.

They did, the Grimm and Ironwood rushing the humanoid figure while the others separated based on their 'side'. The Naruto clone who'd dodged backward being rushed and destroyed as the waters tore against him.

The general pulled one of two guns from the holsters on his hips, taking several shots at the humanoid.

The shots hit something that distorted the air in front of it. "A water shield?" They couldn't see it but…. "If its control over water is strong enough to block my bullets, it's a thin veil!"

Naruto hissed out a breath before dragging his ax across the ground and unleashing it with a powerful swing.

'Beast Fang!' The attack's name was called out and a black wave of darkness zoomed towards their chosen opponent.

The darkness slice's form shifted into that of a fox's head that quickly slammed into this so-called water shield of their opponent, shattering it.

'Hah!'

James's form brightened as his arms and legs became a tinted dark blue.

He jumped up before slamming both his feet into its body, sending the humanoid flying into the wall behind it.

"Hmph."


Qrow's sword swiped through the bursts of water coming out of that fish's mouth.

"It kind of!" He began as he blocked another blast of water. "Looks like an old-world fish!" Qrow finished as he slid beneath a series of water streams.

That fish seemed to have auto-fire of some sort because the streams didn't stop, they kept going!

He ignored the streams shattering the wall of rock behind him. "We don't want MORE water in here, Sums!"

Then the fish froze before tilting and being tossed into the wall of rock itself, Summer's form coming into view from where it'd just been.

"Got it!" She said with a grin. "I've hunted fish before, ya varmint!"

The Silver-Eyed Warrior's form vanished in a burst of water, Qrow's eyes widening.

"Summer!"

The humanoid's raised scepter all that informed the others of how.

Red eyes narrowed before Qrow jumped onto the wall and ran along it with his weapon mecha-shifting into its scythe form.


Penny ran along the wall by that sphere of water, her eyes locking onto the homing projectiles that bore the heads of sharks.

The android jumped into the air before spreading out her arms, green Aura shooting out into a sphere around her.

The moment the water came into contact, she turned it into ice, the projectiles losing their concept as such and plunking into the water.

Her eyes widened before she was pulled out of the way of a large wave of water by a blur that turned out to be Ozpin.

The man skidded to a stop atop the water, Penny in his arms. "It seems they all sport some form of water control," Ozpin said to the robot who nodded as he put her down. "Though they're limited, these might be the facets of the spirit itself."

"Construction, hydromancy, hydrokinesis, autonomous golems of the elements, shields, the temperature, specific weather," Penny listed off as the wave from before formed again into a larger tsunami in the cavern. "Not good!"

Ozpin gripped his cane before slamming it onto the water's surface.

A wave of energy shot out and stopped the water from getting close.

"Barriers are my specialty," he said before lifting his hands off his floating cane. "And then…" His hands clenched into fists.

The barrier shot away from them before reversing and capturing that large amount of water.

"Reversal magic."

"Summer!"

Their heads turned to see Qrow rushing his opponent with a lack of Summer around.

"It likely took her underground," Ozpin theorized as Penny's eyes narrowed.

The android raised her hands before placing them on the water, light green flashing over the water around her.

"She's too far away!" She grimaced.

"Go," the old man said as she looked at him with concern. "I'll be fine, I'm a bit rusty but I can handle this."

She nodded before shooting into the air with her thruster boots, shooting across the battlefield and slamming down onto the water's surface by Qrow.


Naruto nodded before swiping his ax out to carve through a burst of water bullets.

James kneeled down behind him, letting off shot after shot while the water's surface rumbled, its mirror-like look making it difficult to know what was going on below the 'waves'.

The humanoid kept blocking his gunfire before sending a swipe of its free hand at them, large slices of water tearing towards them one after another.

Naruto rushed forward. "Magna-Ventus!" He cast as his form became sleekly-armored, his form blurring past the blades of water, dispersing them with ease.

He rushed the humanoid before something slipped out of the surface of the water, grabbing his limb.

'What?!'

Water filled Naruto's vision and the Grimm grimaced before slicing the humanoid copy in half.

He looked around before blinking at a realization.

'Wait, how deep is the water here?!' When had it been so high?!

Then he felt the numerous rumbles he'd felt from above and turned to see Summer's glowing white weapon, slicing through numerous copies of the humanoid from before.

Then Penny came from above and her Semblance spread out.

A spread of ice followed suit, grabbing onto the humanoid copy that was farther away beneath the water from Summer.

The copies attacking Summer fell away, the woman blinking as she looked at them both with a smile, a glowing light green bit of Dust in a small brace on her arm.

The three of them shot up out of the water before Ozpin came running by.

"James! Naruto!" He called out as the two in question ran after him. "Group up! We need to keep everyone protected!"

'On it!" The two said in unison as Naruto scooped up Penny while James pulled Summer onto the water's surface.

They kept running to Qrow who was blocking the teeth of the old world fish opponent.

James took aim before letting out two powerful shots that slammed into the side of it, Qrow jumping back and the group coming to a stop next to him.

"What's going on!?" He asked before Naruto and Ozpin stood in front. "Oh."

The Grimm's eyes narrowed, burning black while Ozpin's cane top glowed.

A green energy shield constructed itself before white bone covered the entirety of it from above and below.

The group rode out the harsh waves that slammed into their protection. 'So, these guys are pretty good, they've got all kinds of skills and stuff,' Naruto said.

"If they didn't have so much damn water, they'd be shit out of luck," Qrow snarked as Summer shrugged.

"While not as harshly, yea, Qrow's got a point. They have every advantage down here," she added as the force of the water doubled. "Can that hold?"

"It will," Ozpin said with a smile. "Penny, I believe you should use your Semblance here."

Penny nodded before coming forward. "So, maybe… steam?" She considered as she placed her hands on the back of Naruto's bone shield.

She focused and the sound of hissing reached their ears. Then electricity sparked up from her arms.

"Tonitruum."

Blue electricity sparked before shifting green and spreading out around the barriers before shifting out of sight.

The steam sounds from before shifted into intense sparking and bubbling.

"Hmmm," James held his gun in his hand, his other hand removing his other gun from his other holster. "... Naruto?"

'They're certainly in pain,' the Grimm said with a nod. 'And the energy outside is settling. Good work, Penny-chan.'

"H-Hmm," the android stopped and groaned a bit. "Running my Electricity Dust like that is a bit draining," Penny said as Naruto nodded.

He made the Shadow Clone handsign and she smiled as the copy pressed their fists together.

The donning of the clone caused Penny to let out a sigh of relief, form changed.

The 'boots' and 'gauntlets' shifted into longer, more slender, versions of boots that had white garter belts while her gauntlets were now fingerless elbow-length gauntlets.

Penny blinked as she 'touched' her stomach curiously. 'We've never done this before, that's right,' so the feeling of… feeling her own stomach was new.

The android had two long, curling to the front of her forehead, black horns that were almost as thin as ribbons, her pink mechanical bow becoming more bone-like.

Beneath her green cloak, the android's form was a leotard-esque outfit that was white in color with black wing-like designs on the metallic-looking corset around her waist.

Her sword that she'd made earlier, the spatha now thicker, longer, and sporting a one-sided blade.

"Hmm?" Orange 'hair' grew slightly wilder and yet smoother, as green eyes shone in her new… 'transformation'? "This isn't like when he did it with the general and Qrow."

"... It's the material, you're a mix of his material and technology, using magic was probably another part of it. Your body is more sensitive to Naruto's energy, much less his donning skill. Chances are high, you get far more out of this than anyone else in the world will," the old wizard said. "Which means good things."

The shields they had up lowered and, as they did, the group smiled at the state of their opponents.

The sphere of water was currently trembling but hadn't changed much more than that. The humanoid, meanwhile, was kneeling, green electricity sparking over its form.

The fish, meanwhile, had taken the worst hit, it seemed. Its form flopped atop the lower water level before one last spark of electricity flashed over it and caused it to go limp.

Its form shrunk as the water fell away, leaving behind an actual fish?

"Oh, it was using that fish as a medium," Ozpin realized with a hum as the humanoid trudged over to it. "I believe we should attack."

Naruto watched it all before shaking his head along with Penny. 'I don't think we should," the both of them said as the others blinked.

"Hmm?" Summer tilted her head as the humanoid picked up the fish.

Light blue light formed over the seemingly dead creature, water flowing in and out of its mouth and gills, before it flopped thrice, the humanoid placing it within an orb of water from its own body that had it swimming through the air and into the stairwell where a soft 'plunk' reached their ears.

"It sent it back," James said softly. "Despite its logical nature, even the Elementals care about life."

"Yes," Ozpin said with a smile. "You two did the right thing, I'd made a hasty judgment," he said as Naruto and Penny smiled.

"It just didn't feel dangerous," Penny said. "... I could feel its kind intent. It cares on a logical level."

'I just didn't want to attack it like that,' Naruto said.

"Elementals are avatars of the world's elements, they care for the world and are mostly branches of the Brother of Light's power. They care for creation and life on a conceptual level," Ozpin said with a hum. "... Is it possible…?" He cupped his chin.

"Got an idea?" Qrow asked.

"... I won't know unless I speak with the spirit itself."

The group nodded as the humanoid went over to the large ball of water from before.

It raised its hand and placed it inside, the large orb of water freezing before surging towards the humanoid's hand, filling its being with its volume.

The group looked up as the humanoid grew bigger, taller, and more adorned.

Now, the androgynous humanoid was more female-shaped, a pair of antlers atop its head as the black markings on it shifted around before forming wave-like patterns across its chest, stomach, thighs, wrists, and ankles.

Its scepter changed and held a rotating series of ten water balls around its head as a pair of tentacles spilled from 'her' back, coming around to rest against the water's surface.

And it was like the air grew thicker as they blinked at it, the group rubbing their throats, even Penny.

"This feeling is odd… i-is that its power?" The android asked as Naruto nodded.

He closed his eyes and focused, Natural Energy pulling from all around him.

The others watched as blue sigils flowed up the Grimm's form before his form grew in size and into that normal Alpha Beowolf form but there were some additions.

His arms had gained long blade-like bone-fins on his forearms as his tail extended out further than usual and bore a caudal fin at the end.

"... Is this due to the excess water energy?" James considered as Qrow kneeled by Grimm's tail.

He flicked the fin and Naruto jumped while grabbing it. "Oi! The hell?!" He huffed as Qrow smirked while Summer's eyes shined at the thought. "... Why do I have fins?" Naruto balked as Penny's eyes shined over it, scanning energy slipping over his form.

"Hmm…" Penny hummed, her eyes going back to their recuperating opponent. "Your internal magical core has become mixed with water magic. It's not as deep as his Natural Energy but it's mixed in."

"Hmm," Naruto held up his hand before clenching it. "This is fine, then. I can tell this will be necessary to beat whatever is down there."

"Well, we still have to beat this one," Summer said as the feminine humanoid 'clanked' her scepter against the water's surface.

Two go.

The six blinked before their heads snapped to their opponent, bright pure blue eyes looking at them expectantly as a swirling pathway formed against the wall.

It certainly wasn't a normal one, what with the pathway being composed of nothing but swirling water set in the shape of a path… but it was one.

"... Did we impress her somehow?" James wondered as Ozpin hummed.

"... Trials… but I don't know what trial we could have passed," the wizard noted curiously before Summer giggled. "You have an idea?"

"Well, we didn't take the chance to attack her when she was tending to her ally. Maybe that's why?" The Silver-Eyed Warrior suggested as Naruto and Penny hummed.

"Well… I'm glad we could settle this semi-peacefully," he said as Penny nodded with a smile.

"Thank you," the android said to the guardian whose form remained a stalwart protection by that small gateway she'd made. "So, who should go?" Penny asked and Naruto hummed.

Then something pulsed out of the pathway, a dark blue wave slipping past the group and throttling against their senses.

"... I-I see," Ozpin looked nervous as Penny and Naruto nodded. "Go. It's clear who it wants down there."

"Take care, we'll come and rescue you if things get too bad," Summer said confidently. "You two have got this!"

"Sums is right, don't worry. I'm good at handling wet ladies," Qrow said with a lazy grin that Naruto choked at, Penny followed him with a high note, and Summer followed her totally-adopted-no-one-can-tell-her-otherwise-besides-Glynda son's reaction and burned like a candle. "Heh."

"Qrow!"

"If Qrow can make those kinds of jokes, we're fine," James said with a snort as Ozpin chuckled. "Go on before he tells a worse one."

"Hey, I've got dozens for that wet opening over there!"

"QROW!" Naruto, Penny, and Summer squeaked in unison. "BAD QROW!"

"Nyahahahaha."


Naruto grumbled as he and Penny walked down that 'whirlpool pathway' as he'd begun calling it.

"Qrow's a real piece of work," Naruto huffed with some red still across his cheeks. "Damn drunk."

"Well… In this sense, should we not be… adjusted?" Penny said as her cheeks reddened and warmed, the 'robot' holding her hands to them. "I can even… blush…" She whispered in awe as Naruto looked at her.

"What's up?"

"I… I can feel so many different things like this. Different from my normal feelings," Penny explained as she touched her legs, arms, stomach, and face again. "I-It's like I'm alive, Naruto-kun."

Naruto's eyes widened. "Really? That's crazy but I'm glad!" He grinned. "Who knows? Maybe you can eat like that? Hehe."

"Yes, I might be able to do many things like this," Penny whispered as her mind went to dirty places, contemplating feeling somewhere… special before shaking her head. 'I can't! Now's not the time!' But now it was in her 'Tender Moments' folder. "Haaa… W-Well… Oh."

The two of them stopped at the end of the spiraling pathway and stared.

Dark blue, crystal-clear, water awaited them as they looked down at it. The area put the previous one to shame in its sheer size before they saw something else at the other end of the… lake? Ocean? It was basically a lake-sized area with smooth stone walls that form a sort of hemisphere above.

It didn't smell salty in here, now that they thought about it. What?

"This might be the Elemental's doing," Naruto considered. "I guess… it just must purify water on its own."

"Ah, yes, water magic is known as the one with the most healing potential. Filtering out poisons, drugs, alcohol, filthy blood, it was a commodity to have a water mage is what I learned from Master Ozpin," she said with a smile. "Still… this place feels completely different from the other rooms."

"It's FULL of magic," Naruto noted with a frown. "Like… whoa, I don't think I've ever felt this much of a difference between me and something else's energy since… I think it was Shukaku. It's got almost the same amount of energy within. This place and our buddy below."

The android looked down at the depths with consideration before something hit her. "... Wait, hold on," Penny turned around as the vortex-like path churned. "I-I'm confused. We didn't go down, we went-"

The pathway closed leaving behind nothing but smooth rock as the room began to shake.

"W-What?!"

"Hold on, Penny-chan!" Naruto said as she hopped onto his back before he crouched down in preparation for anything, rotating his dark energy around him in an at-the-ready stance. "It's coming."

The water in the center of the area bubbled, the size of the area those bubbles originated from, though, that was concerningly big.

And then it breached.

And the two's eyes widened as it peered above them, water dripping down from its ridge where one would have expected a pair of eyes to be beneath but weren't.

It was serpentine, dark blue, scaly with a cream-colored underbelly, and had a sharp point where its brow-ridge, nose, and snout combined into a point, its mouth opening to show no teeth but the shape of the orifice as is was already jagged and sharp.

Inside its mouth, they saw rings of its powerful-looking throat that water poured out of like a statue.

It was as beautiful as it was terrifying.

'It's strong,' the two thought in unison, Penny even capable of feeling the sheer difference between the two of them.

Were they really about to get into a fight with this thing?

Its mouth closed before its head turned to the two, Naruto's eyes narrowing.

Then its mouth opened once more, powerful throat muscles shifting.

As it spoke.

"So, I finally meet the little spirit who seems to have claimed my island," it said as its mouth undulated. "Let me warn you, false-spirit, I don't take kindly to your kind."

"Huh?" Naruto's eyes widened. "W-Whoa, whoa! What are you talking about? MY KIND?"

"Yes, they pathetic beasts of darkness above! The ones who'd been around since the time my Master left this squalid earth."

"W-Wait, a-are you saying you…?" Penny's mouth fell as her eyes shrunk.

"Hmm?" Its head came down to their level and still overshadowed Naruto's four-meter size, the Grimm's eyes widening. "Hmm? An automaton? Golem? What are you?" It asked with a tone that brokered no argument.

Sweet hell, the two hoped this didn't end up in a fight.

"I-I'm Penny, an android, or, really, magi-tech android. An inorganic being meshed between magic and technology of our current times," Penny answered with as much confidence as she could as the being hummed deeply.

"Hmph, is 'robot' what they call your kind these years?" It said with a huff that Naruto winced before his eyes widened as it made a weird sound. "... Automaton. You said you were magic and technology, yes?"

"Y-Yes, O Great Spirit."

"Proper etiquette, I might listen to you two, at the very least. Yet, I'm confused, you say you're inorganic but you have Life within you. What part of inorganic do you not understand?"

"I-I was gifted a soul thanks to my human father," Penny explained. "He and Naruto, my… my most precious person outside of my family, helped make me who I am," she said as Naruto's eyes softened.

"This false spirit?" It asked and Naruto frowned.

"Why do you keep calling me that? No, wait, you called GRIMM that. What's that all about, old man?" The former-blonde asked before the spirit leaned back in surprise. "... O-O Great Dude?" He tried to correct.

Then the spirit laughed. "Old man?! Why I haven't been entertained in a while. And, yes, I call you a false spirit for you don't come from darkness itself, not entirely. You've Light within you yet are shrouded by Darkness. A mish-mash of elements like you should not have given a home to life and flesh. Much less allowed you to pass those on into this girl," it said as Naruto hummed.

They explained his entire situation, Naruto making sure to give a few extra details where he thought necessary.

"Another world? One bereft of my Master's light?" The creature looked offended. "What a pitiful world."

"Oi! My old world's just fine!"

"Save your breath, boy. The living beings on this planet at least progressed. While you left yours in a state of disarray and war."

Naruto's fur bristled and the spirit's mouth seemed to curve in amusement.

Then the Grimm breathed in and out, Penny rubbing his neck to help calm him. "My old world wasn't the greatest, that's true. There are so many hurt people still there and I know there's going to be more trouble for them… but I, they, are TRYING. I may not be there literally but I'm there with them in spirit. I trust in my other precious people to push forward and make a future without much war. I don't like your tone, OLD MAN."

"Hmph," the Elemental huffed. "Mere nonsensical sentimentality. Why are you here?"

"... We just wanted to see if we can't broker peace between your seemingly increasing hold on the island," Penny said diplomatically. "You're not trying to submerge all of it, are you?"

"My Altar needs to be recreated," the spirit said. "I must before those horrid pools of darkness grow stronger."

"Wait, pools of darkness? You mean the ones I came out of?" Naruto asked and the large being snorted.

"You're kind have developed worryingly over the millennia. They've gained five horrid bastions across the world and are growing stronger still."

"... Wait," Penny's eyes widened. "Y-You mean the Black Gates?"

"Is that what they are?"

"We're going to be fighting them in the future," Naruto said. "They're a danger to all of us and we've gotta destroy them before they destroy everything."

"..." The Elemental considered his words, observing the two with interest. "A feeble small spirit like you can't possibly take on your Greater Spirit brethren."

"I'm curious. You called them spirits, yes?" Penny asked. "It's just… Well, what does that mean in this situation? You clearly don't like them and I… I'm right in thinking the God of Light was your Master, correct?"

"One of you has intelligence," Naruto's eyebrow twitched while Penny smiled nervously, rubbing his neck. "Yes, they're spirits of the Dark One, that foolish Brother who thought darkness could co-exist with the light."

Naruto frowned at that.

"They're ruining the balance of this world, destroying without thought and guidance. That dumb woman to the northwest isn't helping matters but she's but a speck on the global scale. You all should have dealt with her already."

"Well… I got nothing for that," Naruto said. "All things considered, we might be able to do something now. I've got this ax-"

"The sealing instrument? Hmph, it might work but you're lacking in the elements to seal her immortality away," the two's eyes widened at his words. "Hmph, despite her tiny measure, she's still been gifted by my Master with eternal life. To undo my god's power requires permission from all the Great Spirits of Light."

"Wait, you make it sound like there are TWO SETS of these so-called Great Spirits?!"

"Of course, the Dark One was petty, childish, and a pathetic imitator. He copied his superior sibling's machinations and made failures after failures that did nothing but destroy the land. Yet, Spirits are in disarray, mixed into the hordes of 'Grimm' without a master to have given them true autonomy," it said. "What pathetic nonsense."

"... Hey, aren't you being a bit rough on the guy?" Naruto asked with a frown.

"You'd certainly defend your master-"

"This has nothing to do with Masters! How can you call him trying to be something other than destruction failure?! You act like he's pathetic but ignore how much he clearly doesn't want to be a God of Destruction!"

"Mind your manners, boy."

"And where were yours?" Naruto asked snarkily and the being growled. "Tsk. You know, you're not exactly making your Master out to be a cool dude-"

Naruto dodged back atop the wall as the Elemental slammed into the space where he'd just been.

"Do NOT mess with me, Faker. I won't take your insults to my Master with benevolence!"

"Is this how you treated the Dark Dude? Did you simply lash out like a kid because he wasn't like YOU?!"

The Grimm dodged once more as the spirit destroyed the wall where it landed.

"Welcome to your Test, you worthless being. I'm going to enjoy tearing you apart limb from limb," the Elemental said as magic symbols shot out around the area before splashing against the walls and causing them to glow brightly. "Your challenge is to defeat I. Do so and I might gift you knowledge and power for your sad journey!"

Naruto dodged back with a frown. "I'm sorry, Penny-chan."

"No, I understand," Penny frowned as she got off his back, eyes narrowed. "I disliked how much he spoke badly about our homes, our family. He's quite rude!" She declared as her spatha sparked with electricity.

Naruto grinned as bones grew from his shoulders. "YEAH."

Their forms glowed and the contract was made.

Time to beat an Elemental's ass!

The Water Spirit's mouth opened and the two dodged to the sides as the blast of water, carved through the tranquil waters, causing them to even dip with its pressurized form.

Naruto lunged forward before jumping and swinging out his weapon, black waves shooting towards the Water Spirit.

They slammed into its head but they did little more than scuff its scale.

'Crap!' Naruto yelped before throwing his arm to the side, a quick wind blast tossing him to the side and out of the way of a painful snout-stabbing.

Penny rushed along the walls, her right hand dragging across it as green energy filled her immediate area.

Magically-enhanced rock turned into smooth balls before she sent them flying at the Elemental, the projectiles slamming into its jaw but showing as much effect as Naruto's attack had.

She frowned and dodged over and past pressurized bursts of water, green eyes shooting to another oncoming stream.

Her sword sparked and, the moment she dodged, she cut up the pressurized stream, electricity shooting into the Elemental's mouth while her sword broke.

"A-Ah!" Penny grimaced as she hit the water, looking at her fingers and how twitchy they were. "T-Those beams are that powerful?" She was as upgraded as can be.

Her specs were supposedly capable of lifting weights that surpassed that of even the biggest bullheads… and one beam caused her arm to act up?

"Penny-chan!" Naruto called from above as he slammed into the side of the Elemental's head. "You bastard! Back-off!"

He slammed his fist into the Spirit's head and it gave way to good effect.

"Argh!" It threw its head to and fro as Naruto kept slamming his right fist into its face, his other hand keeping him stable. "You little mistake!"

Its head glowed and Naruto's eyes widened before he jumped off a mere foot away from the wall the Elemental tossed its head into, the hole widening with spider web cracks.

"Whoa!" Naruto landed on the water-

He barely jumped away, the living Grimm rolling to a stop by Penny as she gasped.

"N-Naruto?!"

He grimaced as he held his injured side, the blood slipping from between his fingers. "It's fine, only a bit deep," Naruto said as she grimaced.

"Bleeding like that means it broke the skin. How far did it go?"

"..." Naruto winced and she frowned, going over to his side as he moved his hand.

Penny sighed in some relief. "It's not that deep but it's still a wound," she said before raising her hands, red forming along the fingertips.

Naruto hissed only slightly as he watched the Elemental rise out of the water once more.

"Thanks but how are you?" Naruto asked and she showed her hand.

"I'm fine, it fixed itself," she said, confused but not letting that take her attention away. "Naruto-kun, he's tough."

"Yep," Naruto said as he stood up next to her. "We need to hit him harder."

"I may have a skill for that," Penny said as her Semblance flexed against the wall behind her. "But I'll need time, Naruto."

"Heh, that's fine," the Grimm said as he cracked his knuckles, bone forming over his body as his form shifted. "This'll be the first time I'm doing this."

The fox skull settled over his head as the bones stretched out over his arms and the back of his legs, the bones going over his arms shifting into an extra set of claws on the back of his hand.

"Sssssss," he hissed out vapor as the air around his body thickened. "Magna-Ventus."

The bones began to crackle before two more bone arms shout out of his extra spine, light green inscriptions forming over the white material as his eyes burned bright green.

"Magna-Tenebris."

Dark energy spilled from his claws as he hissed, form shuddering.

"Naruto, your body is-!" Penny spoke up but he grinned.

"N-Nah, it's fine!" He hissed out as the darkness flowed off the sides of his claws and tailbone.

Nine black tails waved behind him as Naruto grinned.

The Elemental huffed. "A few spells won't-" The Water Spirit's head tilted before slamming into the wall across from Penny's.

The android's eyes widened as her hair settled. 'Fast!' Still, make the most of the time her precious one had given her!

The metal blocks around her rotated around her back, slowly lengthening, growing slender and more compact, becoming little spirals themselves.

Her eyes glowed as her form became electrified.

Using this much electricity might very well shut her down for a while… but still!

'Remember everything. The spiritualism. The Mistralian understanding of how energy works. Remember how Naruto explained gathering Natural Energy.'


"Hmm, yes, spiritualism is actually quite real," Ozpin explained to her as Naruto meditated in his office. "All things considered, many have simply don't believe in the ability to ascend their spiritual energies."

"Ascend their Aura?" Penny blinked.

"Essentially. The world is divided into three planes. The spiritual, the physical, and the ephemeral. The last being the things we simply can't touch. Think of it like gravity, air, the concept of being wet, concepts essentially."

"But you said Aura can ascend?"

"Once again, spiritual energy. When one's Aura undergoes harsh circumstances, it can become more. More powerful, more nurtured, but the issue comes that no such situation can truly happen, anymore."

"Why?"

"Because to pull off something like that requires you to be in an area where it's charged with so much energy that's not your own, it'd attack you on principle," Ozpin explained. "In the past, people who wished to increase their spiritual prowess trained in highly-concentrated areas of magic and used their spiritual energy alone to combat it."


"Ah, yes, the core of all energy," Li said with a smile as Penny nodded. "All energy forms at the core and spreads outward. Many people don't believe in this concept and yet this is one of the main reasons that Mistral is always full of Aura Masters."

Penny tilted her head and then looked at her stomach. "Even me?" She asked and he smiled.

"You have a soul, you're alive, Penny. So, just like us, yours comes from your core. You say you have a logical understanding of your control but what about the feeling of it? Your processor might get it but what about how you feel about it from your own body?"

"..." Penny clenched her fingers. "I don't think about it."

"And that's how most people do it. They never understand that you can pull out more power than you can possibly imagine."


"I'm trying but this doesn't seem plausible, Naruto," Penny said as she and Grimm sat in his favored meditation stance.

'Well, it'll be hard,' Naruto said with a smile. 'But it's worth it. We'll find a way.'

"Explain it to me again," she asked.

'So, I'm pulling in energy from outside of my body and mixing it with the energy inside of me. I'd originally used my chakra, you know how it's mixed, but now I just sort of do it with my dark shell."

"Hmm… so, what'd happen if you mixed it with your very soul?"

"I don't know yet," Naruto said with a shrug. "The thing is, trying to reach past my outer shell is hard. Right now, I just make the most of the current level due to how much I don't know about it yet."

Penny nodded with a smile.

Still. Mixing outside energy into her energy stream? Forming new energy out of it?

That was fascinating.


Naruto dragged his claw against the wall as he slammed into the Elemental's face.

He dragged the leviathan across the stone before slamming him down into the water, a shockwave shooting out as Naruto jumped back, skirting along the water's surface.

"Not so tough, are ya?" He taunted as the Elemental peeked out of the waves again, a large dent in his scales bringing satisfaction into Naruto's grin.

The spirit hissed as light spilled from its jaws while Naruto brought his hands together, all three pairs.

Black and green lines flowed up his bones before slowly forming small balls that gathered together into a single bigger ball in front of his raised mouth.

"I'm borrowing this, Kurama."

He chomped down on the completed copy as the Elemental let loose its Hydro Beam.

"BIJUUDAMA!" The former-blonde shot out the technique, a bright black and green explosive beam from his mouth.

The two sides struggled against one another, Naruto digging his claws into the water's surface as he pushed more and more into his attack.

He came out victorious, his attack covering half the cavern in an explosion of wind and darkness that rocked the waters, tore apart the rock walls and sent his fur shooting back.

Naruto rode out the explosive blast with a grimace, form losing its glowing scriptures and excess energy. 'D-Dammit,' that same damn downside!

His current body simply couldn't handle drawn-out battles with the extra magic. Add on that he mashed together two of his tier-2 spells and he was drained.

'C-Could I hold him down long enough?' He winced as he leaned against the water's surface, back to a bipedal shape. 'D-Dammit…'

The water around him bubbled and his eyes widened as he saw that open mouth before it slammed into him.

"You've given a decent battle but it was all for naught!" The Great Spirit said as Naruto winced, eyes cracked open in pain.

At least he'd done some damage.

The leviathan's scales were bruised, cracked, and dented in several places. His brow-ridge was cracked and he could see white ichor spilling out of several of those wounds.

The Spirit squeezed and he growled in pain, weakly slamming his fist into the side of its jaw to no effect.

'L-Let me go, you overgrown gecko!' He said weakly as the Spirit clenched tighter. 'A-Arrrggg!'

"I'll enjoy this." The Spirit began to say as he clenched his jaw tighter.

Then it closed all the way, little resistance to his bite…?

'What?' Then the sound of lightning reached his ear holes, some form of light shading his form. "What is… automaton…" The Spirit hissed.

Naruto groaned as slender hands laid him down on a piece of fallen rock. "I'm sorry, Naruto-kun," she said as he opened one of his eyes to see her. "But I'll handle the rest of this!" She said with a grin.

Naruto was left in shock and awe at the sight of Penny.

The android's form crackled and burst in spars, her entire body covered in lightning to the point that her normal colors were all replaced by a crackling green, the outline of her body all that remained. Her hair now flared into a wild style that almost flowed with her sparking aura.

'P-Penny-chan?'

"I had to try some new methods," she said with a smile before facing the Great Spirit. "But this should be enough."

The Elemental gasped. "What did you do?" He gaped. "How?!"

Penny smiled at him as she clenched her spatha in her hand. "I have no idea what you're talking about."

The Elemental screamed as lightning covered his form, a cut on his brow-ridge emanating lightning.

Penny grunted as she pulled her body out of the wall. 'I-I didn't think I'd go that fast,' her speed had increased to the point that she'd likely destroy her own body if she didn't regulate.

She stood on the wall as the Elemental's wailing came to an end, its form twitching as electricity arced about at random times.

"Y-You! How?! Power like this isn't something a mere puppet can maintain!"

"You're right," Penny said as she felt something 'crick' inside of her. "That's why this won't last long!"

Lightning slammed into the Elemental's form again and again. The arcing bolt of lightning that was Penny crossing his body time and time again.

Ten seconds and she'd made her 100th slice. 'I'm not going to be able to keep this up!' A mere twenty seconds?

Was that all she could squeeze out?

"... No," her eyes narrowed as she 'breathed' in. "Focus on my core!"

The crackling aura around her, doubled in size as she gasped for breath that wasn't there. Gasping ragged breaths into lungs that didn't exist.

"Aaaaahahhhh!" The Spirit kept wailing and as she ran along the water. "You WHELP!"

Faster! Faster!

Her form blazed as she stabbed into the Elemental's head with her hand, her arm cracking before it burst as she kicked off, landing on the water with hissing feet, torrents of pressurized water beams crashing around her.

'Don't stop!' She vanished again, static informing the Spirit of her previous location. "Bring it all together!"

Eight copies formed around the Elemental as he looked around.

"NO!"

"Diffussilis Fulgura, Ruptis!" (Expansive Lightning, Burst!)

Nine thick columns of lightning slammed into the Spirit as he wailed in pain.

Naruto grunted as he sat up weakly, the air filling with ozone and heated mist that tossed his fur back and cracked the walls of stone behind him.

'PENNY!' He called out into the fog as he grunted, getting to his feet before hitting a knee. 'Dammit! Penny?!'

"I-I-I'm fine, [N-Naruto]," the girl said as she crashed by his feet.

'Dammit! No!' The boy reached out for her and held her in his trembling arms. 'Penny!'

"[I-I expended large a-a-amounts to use my] t-technique," her voice went from normal to robotic stuttering as she spoke. "I-I [Need rest]."

Naruto's eyes narrowed as he looked into the fog to see the injured Spirit flat against the water's surface.

'... You're amazing, Penny,' Naruto said softly as she smiled a cracked smile, body full of cracks and broken parts. 'Damn good job.'

"Y-Yes, it was," Naruto's eyes widened as his head snapped back to the wounded Spirit whose form shuddered into a 'standing' position. "Well played, automaton."

'Her name's Penny,' Naruto growled and the Spirit groaned before chuckling. '?'

"Yes, 'Penny' is a well-deserved call," the Elemental groaned. "You two have done well. I will admit defeat."

'R-Really?'

"I'm bound by the contract for this part of my body," he chuckled as Naruto blinked.

'H-Huh? H-Hold on, what are you-'

"Did you honestly think this was my true form?"

Then several beasts breached the waters, three more copies of the 'Elemental's' form.

"W-W [What?]?" Penny's eyes widened.

"And these are just four of my limbs you see. I have over ten," the 'Spirit' said as they gaped. "But as I said, I'm a Spirit of my word."

The area shuddered as the water shifted from dark blue to bright blue.

From the waters came a rising mausoleum that spilled away excess water as it settled into place.

'What's that?'

"That, false-spirit, is my prized core," the Elemental said. "That's where I truly take hold in the world at large."

'Right,' Naruto nodded slowly as he groaned. 'I'm hurting like hell and Penny needs to go and get fixed.'

"A simple matter."

From the mausoleum came balls of white light, six of them.

Two came over and splashed across Naruto and Penny's bodies and the changes were immediate.

'W-Whoa…' Naruto looked at his unwounded body before looking at Penny's perfectly back to normal form. 'Penny-chan.'

The android's eyes blinked open as she looked from him to the 'Elemental'. "What… What happened?" She asked as her eyes widened and she sat up in Naruto's arms. "What happened?! Did we win?! Is everything alright!?"

"Calm yourself, Penny, the tide of battle is done," the creatures said as she looked at them.

"... Y-You were going easy on us," she said as the beings chuckled.

"Of course, I can't very well be serious, the island would be ruined. I'd never find such a Life-rich land for the rest of my days," he said as Naruto chuckled nervously before he and Penny looked at the four other lights that came forward. "Go, those are yours."

Two of the lights hit the two's heads and their eyes widened as the creatures nodded.

"Now, you know the location of the Lightning Spirit and Wind Spirit," the creature said as they gaped. "Along with that, you two will need far more capable shells to handle the task ahead. Your bodies have been given my Blessing. In time, I'm sure what effects those have will be clear."

One of the Spirits was deep beneath Vacuo deserts while the other was at sea, on an island covered by storms.

"H-How'd no one find them?" Penny asked.

"How'd no one find me?" The creature asked and they chuckled nervously. "Exactly. We don't let ourselves be seen. We have boundary spells that hide our presences, lands, and Altars. It's not hard to hide from a world lacking magic… though, I'm noticing that's taking a slow change, isn't it?"

'The others… when I awakened their Aura, they might have gotten magic channels,' Naruto said.

"There is no might, they have indeed gained magic channels," Naruto and Penny choked. "Yes, you're making quite the interesting changes. I look forward to a new world full of magic. I haven't been worshipped in a long time."

"W-Wait, so, the children do have Aura and magic?" Penny asked.

"I believe you are mistaken. They don't have Aura as an energy source, they have Aura the spell. Your own body is odd to me but the changes should be more smooth now."

"Crap!' Naruto and Penny cursed in unison. "T-That's not good!'

"You mortals are so weird," the 'Spirit' said. "For now, the other gifts."

Naruto blinked as one of those light orbs went to his ax, splashing over it and causing it to shine as he held it up.

When the mini-light show ended, there was a thick blue gem at one of the sealing arrays.

'... Is this your 'permission' thing?'

"Yes. Gather those and you'll be capable of sealing that rather pesky witch. Though, I'd question if that can't be used for more important matters."

"What do you mean?" Penny asked before the last orb of light came to her. "Hm?"

The orb pulsated before slipping into her chest.

The android blinked as she felt her chest.

Throb.

Penny shivered. "W-What did that do?" She asked in concern but the Elemental merely chuckled.

"A gift that will make his effects on your body even smoother. I can't imagine the original change was going to go unpainfully," it said and the two looked confused. "You'll learn soon enough. You were already close as is."

"I-I don't understand."

"In time."

The four serpents began to lower back into the water as a vortex of water appeared on the wall again.

'So, we'll see each other again?' Naruto asked unsurely.

"My presence should have no bearing on your quest… but, perhaps, I might part with 'a bit' another time," the serpents said as they began to leave. "Oh, yes, you should now be able to sense my entire body."

Naruto and Penny blinked at that, the android's sensory bots coming off her to scan the depths from above while Naruto spread out his senses-

"OH, FUCK, NO,' they said in complete and total disbelief at what they were even capable of grasping.

'I think it's time to leave!'

"AGREED!"

They ran away into the vortex. Away from the cavern, the waters, and a Spirit.

A very big, island-sized, ELEMENTAL!

~NRK~

Summer and the others blinked as the two returned… in a minute?

"Y-You guys? Um, what?" Summer blinked as they looked at her oddly.

'What?' Naruto asked.

"You guys were gone for like a minute at best," Qrow said in disbelief as the two gaped.

"W-Wait! Didn't you all feel the tremors?!" Penny asked in disbelief.

"... I believe the Elemental is more powerful than we thought?" Ozpin offered curiously and the way Naruto paled got some concern out of him. "... Very bad?"

"BIG! VERY BIG!' They said in horrified unison as James frowned.

"Describe-"

"ISLAND-BIG!'

He choked along with the others who paled.

"Time to go up!" Summer said in a higher octave.

"Yup! Yep, yep, yep," Qrow agreed like a broken clock.

"Let's leave," James said simply with a sweaty grin.

"Yes, let's," Ozpin said with skin the same shade of color as his hair. "Let's leave now."

They ran, leaving the chuckling guard in their wake.

~NRK~

Back onto the second level, their earpieces came to life.

-WHAT HAPPENED?!- The entirety of the group above shouted in concern.

'Ummm…' Naruto chuckled nervously. '... Yeah, uh,' he had no words.

What'd just happened to them, what'd just been told to them, had made things crazy complicated.

"We, uhhh," Penny considered an idea. "T-There were tons of Grimm!"

Hiccup!

The robot covered her mouth in shock.

-Tons of Grimm you say?- Pietro asked as she nodded.

"Y-Yes, sir!"

Hiccup!

Naruto snickered as Penny felt her core warm.

-Someone's hiccuping?- Nora asked. -Penny?!-

"W-What, Nora, no!"

Hiccup!

Qrow snorted. "We're on our way back up, promise. It's just been a ton of craziness," he said.

-Mom's there, right?- Yang asked.

"Yes, I'm here, you guys," Summer said with a small chuckle. "Though, I didn't really get to do much of anything."

-Wait! Supermom didn't do anything?! It's the end of the world!- Ruby declared as Summer sweatdropped. -Garnet, quick! Into the fort!-

-Fort?- Jaune's voice came over the line, confused. -Umm… they just ran off-

"It's fine," Ozpin said with a chuckle. "For now, we'll be happy to get out of here."

~NRK~

Night fell and, after reassuring everyone with a fake story, those in the know gathered in Naruto's main cabin.

The group retold the story of everything that happened down below, Naruto and Penny explaining everything that happened when they went into the Elemental's Cavern.

"It's… the size of haa?" Taiyang asked as his jaw dropped, Glynda's glasses falling into her cleavage as her own mouth fell at the recounted story. "Ya, haa?"

"I-It's hard to believe b-but… I-It's true," Penny said. "Right now, there's an island-sized being beneath this island. And I believe it teleported us to its cavern. That's why the others couldn't feel it, we weren't on the fourth level. We were somewhere else but I know we were near the island, still."

"If that's true, doesn't that mean there's a giant kraken thing down below the island?" Qrow asked as he took another swig of his alcohol. "... Nope, not doing anything."

"If this is true, this Elemental said it'd contact you again?" James asked.

'Well, he said that he might part with 'a bit' or something,' Naruto said as Ozpin cupped his chin. 'He also said something weird about Penny-chan.'

"He said I'd know about my last gift soon," Penny said. "He went on to say that 'I was already close'. It was weird, I don't know what he meant."

"..." Ozpin sighed. "I sadly don't know what he meant."

"Well, at least you got something interestin' out of it," Qrow said.

"But, still, we now know that there are five of these so-called Elementals around," Glynda said with a sigh as Naruto shrugged. "I'm not blaming you, not a single one of us could have planned for this."

'Yeah, it'd be kind of hard to think about a giant kraken thing in the ocean,' Naruto said. 'Still, he said this could probably deal with Salem… but he also said it might be used for something else?'

"Something else?" Tai considered. "... I can't imagine what he'd be talking about."

"Well, considering that it's magic, we might not know until we're upon it," Pietro said. "For now, we know that Naruto needs three more of these 'permissions' and he can deal with Salem forever."

"Yes, that seems sound…" Ozpin said. "But, still, where's the fourth Elemental?" He wondered.

Lightning, Wind, Water, Fire. Those had been considered, at a point in the far past, to have been the four elements. Yet, that meant they were missing the Fire Elemental.

"So, for now, we've just gotta wait. It's already night, ya know?" Summer said as she jabbed a thumb at the window.

"Then… we'll talk about this in the morning," Penny said with a nod.

~XXX~

Naruto groaned as she worked her tongue against his dick again.

Penny smiled as she felt the rise in her mental state. 'He's getting close.'

She licked from the base up to the head before sucking on it as she always did to end these sessions.

Naruto bucked a bit as he came inside of her mouth for the second time that month.

'Ohhhhhhh,' he moaned as she licked and sucked out the rest of his cum. 'Hoooo,' Naruto stroked her head and Penny's eyes grew hazy at the feeling of his euphoria hitting her full force.

They rode out the climaxes with slow moans.

When all was said and done, Naruto's rod receded into his hidden sack, Penny humming drunkenly as she crawled over and leaned into his quickly reciprocated embrace.

'You good?'

"Hmmm."

Naruto chuckled as they laid in his cabin.

This life was odd, bizarre, and downright weird but, hey, this was probably the best life they could have for beings like them.

He only chuckled as Penny moaned a bit in sleep mode, not giving her rubbing thighs any thought even as his already wet crotch got a bit wetter.

~XXX (Cont.)~

The morning sun hit Naruto's eyelids through his wooden shutters, the living Grimm groaning as he laid on the warm ground with Penny atop his chest.

Hmm? He moaned a bit in his sleep, his morning wood stiffer than ever.

Yet, something warm rubbed on it and he mumbled as it and two warm, supple, things rubbed against it.

The Grimm bucked and he moaned more as an accompanying one followed his own, a softer more feminine moan that caused his member to twitch more as those rubbing things kept going.

Naruto's arms involuntarily came up and around whatever it was that was massaging him so well and he grabbed something 'grabbable' and firm.

He shifted his hips time and time again and soon that warmth seemed to grow more and more as that suppleness grew more moist.

Quickly after, the Grimm splurted a bit, twitching as he kept sliding it between those smooth arches while that warm soft 'block' atop his member quaked a bit before he gave one last thrust and came, warmth splatting against the floor and on something else.

A feminine moan hit his ears and Naruto let out a guttural groan once more as something warm and wet spread onto the base of his shaft.

'Hoooo,' he let out a long breath as he released those rather nice-to-grab things and let his drained body rest against the floor. '... Wait,' Naruto blinked as he opened his eyes and looked down to see a familiar freckled-face that got a smile out of him. '... Wait, no, what was I…?' Was it a wet dream?

Then he felt how drained his nethers felt and knew that, nope, he'd likely just 'threw essence' on the floor of his cabin.

He grimaced as he sat up before that wet, now cool, feeling rested on his shaft again and he looked down in confusion.

'Do not tell me that Penny's leaking oil or something right now,' he hoped not.

Wouldn't that be super dangerous on his crotch?

Still, he held the warm, soft, young woman close as he sat up and looked down at the mess he'd made on the floor and the bottom of her bodysuit.

Then he blinked in confusion. 'Wait, what did I just think?' And, now that he was holding her closer.

He nuzzled the 'android' and she giggled a bit as she nuzzled more into his embrace.

Something was 'wrong' and he was confused. Was he still in his post-nut daze?

Naruto looked down at Penny's butt and squinted at the fact it seemed a bit bigger and grabbable.

So, he grabbed it and massaged what felt like an actual ass in his hands in disbelief.

'Wait, what?!'

"H-Hmmm?" Penny blinked as she awoke, rubbing her eyes to clear that weirdness in on her eyelashes. "Mooorrrrnnniiingg," she greeted with a yawn as Naruto stared at her in disbelief, jaw dropping.

'P-Penny-chan?' He said and she smiled dreamily at him, pecking him on the lips. '?!' Naruto blushed like an idiot and Penny giggled.

"Hm, hmmm," she stretched and smiled softly as she heard the cricks and cracks. "What time is it?" The 'android' asked as Naruto balked.

'P-Penny-chan! There's… u-um,' he blushed as he remembered what he'd done before this discovery. 'So, uh, sorry. I was so deep in sleep that I… uhhh, might have used your thighs for a quickie.'

Penny blinked at him, cheeks filling with blood that he knew shouldn't be there but was, apparently, now.

"O-Oh!" She looked down bashfully, face red but smile bright. "I-I know how we don't think in our minds! T-That is… I wasn't having a normal dream, either," Penny admitted while messing with her fingers. "... I-It was so real and-"

'Penny-chan,' Naruto lifted her chin and she saw his flat face. 'You might want to… feel your body right now,' he said with red cheeks.

Penny blinked at him, tilting her head as her hands came over her chest-

She jumped in shock as feeling passed through her fingertips, her eyes widening as she looked at one of her hands.

One of her very real hands.

"W-What?" She gasped as she touched her stomach and rubbed it. "A-A belly button?" Penny choked, actually choked, as she looked down at her stomach. "..." Her skin paled in disbelief as Naruto nodded, scratching his chin with his 'free' hand.

Speaking of, Penny felt true sensation as his hand around her rear, grabbing it, startled her and her body reacted.

'This is what it feels like?' The audacity of her body to beckon images into her mind without her trying. "So… t-this is what you felt like?" She asked in embarrassment as Naruto blushed bright red.

'I-I, uhhh,' he rubbed the back of his head. '... Yeah. Though, uh, I think girls have more sensitive overall bodies.'

"..." Penny adjusted herself and felt her heart beat at a rapid pace. "... Am I alive now?" She asked him and Naruto considered her.

He rubbed her cheek and she blushed before leaning into it. 'I… I think so,' he said with little confidence. 'We'd have to go and get you an actual check-up.'

Penny nodded at that before shivering at the cool feeling on her lower back. "H-Hmm?" She looked and blushed a bit more at the thickness of Naruto's 'essence' on her lower back. "O-Oh, yes, you had… been satisfied while we slept."

He burned like a candle. 'Um, well, you kind of did the same,' Naruto said and she looked down at her body. '... I think you'll have to take showers now, Penny.'

She gasped at the idea. "Showers?! I'll have to do normal human things?!" Penny did feel some excitement in it.

But they'd need to check with an actual professional before they assumed the… worst? Best?

The weirdest. Before they assumed the weirdest outcome.

~NRK~

So, uh, yeah. We've finally hit Penny's stride into both combat and her newest form of 'humanity'.

All things considered, this was always when it'd happen. Originally, she and Naruto were supposed to actually fuse and that would have caused her body's last jump into being flesh but you all read that that wasn't the case. I'm holding onto Naruto and Penny's fusion for now. Though, seeing what she looks like with one of his clones 'donned', it's a good preview. Penny's more capable of making the most of his fusion as said in this chapter, after all.

Secondly, I hope you all liked the Water Elemental. He didn't give his name, I haven't come up with one yet, but it'll come in time. So, yeah, he went through so many different iterations in my head. From looking like a water-type Espeon to an Og from Jade Cocoon 2 to just being a capricorn.

Then it hit me. KRAKEN. And he's a big bastard, too.

Naruto and Penny break out all the stops to bring down one tentacle while he has 13 total. Even Summer wasn't beating such a being on her own, especially since she's more fit for Grimm destruction.

There's a lot of Negima inspiration for Penny and Naruto in this chapter, mostly the former. We'll get more into that and then we'll have to consider Nora and the others.

It's official, they are magic-users. That's just the thick and veiny of it and no one truly knows yet so the group needs to figure out what to do with all of that. Things just got meta and fast.

We'll be getting a lot of Nora next chapter, for good reason.

See you all in the next one. Not feeling like writing the Omake this time.

Ciao.

Words: 13.8k+

~NRK Out~