"P-Penny?" Ruby stammered out the word as the figure that had accompanied Cinder came into the light.

No… Ruby thought to herself, forcing her scythe to slice the air before her. Ruby's eyes were wide at the horrible sight that had been unexpectedly presented to her.

This wasn't Penny.

Penny's body was back in Atlas, trying to be fixed by her father.

This had to be a trick of Salem's. However, no matter how reasonable her thoughts may have been, her heart still raced at her sight of the android and filled her with horror.

This thing could not be Penny.

This thing couldn't be human.

This monster was a creation of darkness and fear, a thing that plagued the nightmares of Huntresses.

This thing had Penny's face, the same long ginger hair and freckle stained cheeks. But her eyes that had been green in life were now a burning red, far deeper and more terrifying than they had been when the virus had tried to control the android. Her dress was ripped around the edges, her hands ending in dark, disfigured things that looked much like Cinder's Grimm arm. Her legs were long and yet bent abnormally forward, as if they had been snapped in half in an attempt to make her shorter while doing a foul job of it. Where these deformed feet ended, rather than in shoes or in bare feet, three taloned appendages pressed against the ground, making a strange clicking sound against the tiled floor as she moved.

Qrow put a hand on his niece's shoulder, stopping her from going any closer to the creature or to Cinder. He knew she was smart, that she knew that thing standing before her was not her friend. However anyone's reactions would have been uncertain when facing a fallen friend, he sure didn't know what state he'd be in if Clover Ebi or Summer Rose were to appear before him now and in such a state. He may not have been as steady and level headed as his niece appeared at that moment.

"Not Penny exactly ." Cinder mocked, smirking at the Huntress, savouring the pain that filled her silver eyes. It had been a risk to appear as she had with this peculiar Necrogrimm beside her. The child was still unpredictable with the use of her power but Salem had assured her that, if the silver eyes' power were to activate, her Grimm would protect her, even at the expense of their own existence. This was one in particular was a pawn they could spare. The raw material they had used had been unrefined and impure, making it weaker than the rest in respect to prowess but, not making it any less effective in unhinging their enemies. "We gave her a little of an upgrade."

"Penny didn't need any upgrades!" Ruby growled, taking an angry step forward but her uncle's hand on her shoulder stopped her. He couldn't let her get provoked. Cinder Fall had a tendency of pushing all the right buttons to get Ruby to react unwisely.

"What is that thing?" Oscar demanded, walking to also stand beside Ruby. This was Oscar, not Ozpin, Ruby could tell. The shift had been as subtle as ever but he'd returned and it was he who was standing beside her. Ruby swallowed heavily, trying to calm herself, taking courage from the two men that stood on either side of her.

"Salem calls them Necrogrimm." Cinder casually explained, overconfidence dripping from her voice. If Cinder Fall was bothering answering their questions then she must believe, even if they knew her secrets, they wouldn't win. "They're her latest toy… the Hound back in Atlas? That was just the previous version of these things." Cinder looked at the Necrogrimm beside her before turning to address Ruby Rose again, a sinister smile on her face. "Actually, we have your mum to thank for them, she was the prototype for them after all."

Ruby's whole body stiffened at her words.

What did that mean?

What did she mean her mother had been the prototype for these things?

That thing… that fake Penny… it was obviously a Grimm… how could her mother have been the prototype…?

What could that mean?

Ruby was clearly not the only one wanting answers for she felt her uncle's grip on her shoulder tighten to the point it was almost painful.

"What's that supposed to mean?" He growled, his other hand raising to the handle of his sword. He had been right. He wouldn't have been able to act as calmly as Ruby was at that moment if he'd been in the same situation.

"Salem's little fight with Summer Rose almost fifteen years ago was what inspired this little experiment." Cinder sneered, enjoying the pain that broke Ruby's eyes. No matter how much the Huntress tried to hide it, she was still a child who desperately missed her mother. "She was the first test subject.

"Don't believe me?" Cinder slowly added, savouring every detail. "Ask old man Oz over there, he knows what I'm talking about."

"W-what does she mean by that?" Demanded Ruby, her voice barely a hiss, giving Oscar a sideway glance.

"I-I don't know." He admitted, hoping she'd believe him. He'd always sensed that Ozpin had been hiding something from them regarding Summer Rose but, even now, Ozpin remained suspiciously quiet.

Cinder let out a cruel laugh as she saw the way Qrow and Ruby suspiciously looked at Oscar. All that talk of friendship and camaraderie and just a few uttered truths and they turned on each other. However, her laughter was quickly killed when someone pushed past Ruby to stand between her and her victims, someone she'd promised herself to deal with later. It seemed later came sooner than expected.

"Cinder…" Emerald began, smiling excitedly to see the older woman.

"You…" Cinder hissed dripping with contempt, her one visible eye narrowing. "You have some gall appearing before me after what you did!"

"After what I did….?" Emerald echoed, her smile faltering. "Cinder, I found out what Salem's plans for you are!"

"She plans to give me power so I can crush anyone who irritates me." Growled back Cinder, her grip on her swords tightening, the glow of their fiery blades increasing in response to her anger.

"No! She wants to use you to destroy the world." Emerald began to explain but Cinder cut her off.

"I know." She interrupted the woman. "And why should I care?"

"Y-you knew?" Emerald's voice faltered, had she heard right? Emerald could understand wanting power. That ambition… that had been one of the reasons she'd chosen to follow Cinder for all these years. But what use was power if it destroyed everything… and everyone… to get?

"I am not just some naive pawn to be played by Salem." Cinder countered. "I am privy to more of her plans than simple traitors like you."

"Well, did Salem tell you that if you take on more of the Maiden's powers they could kill you?!" Emerald desperately yelled, clenching her own fists, her eyes begging for the older woman to listen to her. "If you aren't the right person, it could drive you insane and kill you!"

"A little too late on that first part." mumbled Qrow, but Emerald chose to ignore him. She could see, from the slight shift in her eyes, that that was something Cinder had not known.

"And how would you know that?" Cinder demanded.

"Jinn… the spirit in that stupid lamp told me." Emerald told her, grasping at that little shift in her eyes, at the side of Cinder that had actually heard her.

"And did Jinn tell you I was not the right person?" Cinder enquired, her voice suddenly very low and unnaturally calm…

"Well no… she just warned…" Emerald began but Cinder cut her off again.

"Then I could be the right person." Deduced Cinder, matter-of-factly.

"But that's not the point…" Emerald tried desperately to explain. Was Cinder really not seeing the problem with Salem's plans for her? "It's not worth the risk!"

"Power is always worth the risk!" Cinder declared, the volume of her voice rising. " It is only foolish girls like you who can't see that!"

"Cinder…" Emerald's voice was small as she said her name, her words hurting her but she swallowed it back. Cinder had never been one to mince her words, and Emerald was not one to let words hurt her, even if they were said by Cinder. But was Cinder so far gone that she could not see what this all meant? Not only for her? But for all of Remnant?

"Enough, don't pretend to understand what is beyond you." Cinder finally growled. "Salem wants you dead for your betrayal, Emerald." The woman continued, Emerald's eyes widening as she slowly began to understand what Cinder was trying to say. No matter how much she tried to explain, to beg her to see reason, Cinder would not listen to her. "And I have no further use for you."

As Cinder said this, a bright crimson light exploded from her eyes and, in an explosion of hot air, she kicked off the ground. Jets of fire were at her feet as she covered the distance between Emerald and herself, her swords aimed to make quick work of her former follower.

Emerald thoughts were muffled, struggling to comprehend that Cinder was flying towards her, ready to strike her down without a second thought. After all those years of loyalty, after all she had done for her, was Cinder really going to toss her to the side? She had done what she had to help Cinder… Cinder had to see that… right?

Emerald blinked as a flash of red swirled before her eyes, the air filling with the sound of metal hitting metal.

"This has nothing to do with you." Cinder growled as the twirl of petals finally cleared to reveal Ruby Rose, her scythe raised, blocking both of Cinder's blades.

"I know." Ruby admitted, pushing back against Cinder, the Fall Maiden refusing to back off. "But I couldn't stand by… Can't you see Emerald is trying to help you?!" Ruby's voice rose. This woman was impossible to reason with. She had been merciless, cutting down Ruby's friends one by one as if they were nothing. But to see her attempt to do the same thing with someone who had been thought to be Cinder's companion just filled Ruby with even more anger.

"A child like you would never understand." Hissed Cinder, trying to step forward against Ruby's scythe.

"I don't think I'd want to." Ruby countered, gritting her teeth. "If it means turning on my teammates like this."

"The young lady is right." A gruff voice said, catching the attention of both women.

Somehow, while the pair had been staring each other down, Headmaster Theodore had joined them. Although how neither had noticed his approach in such an eye-catching shirt, none knew. "I think you need a little time to cool off and think this over."

With lightning fast reflexes, Theodore reached out for Cinder's wrist and, before the Maiden could react, he tossed her over his head, sending her crashing into a wall of shelves stacked with books. Surprised at the unexpected attack, the light in Cinder's eyes flickered out of existence.

Cinder groaned, struggling to sit up, anger flaring within her as she watched Theodore push Emerald behind him, as if he could protect her with such feeble gestures. Her golden eyes moved from the headmaster to the despicable Huntress, Ruby Rose - the brat that had been the source of her strife all these years.

"Don't just stand there!" She yelled, finally turning to look at the Necrogrimm that had been silently standing in the doorway. It had not moved an inch since this whole confrontation had begun. "Destroy them!"

"Mistress wishes for the Silver Eyes to be captured alive." The Grimm countered, her voice sounding hauntely like Penny's, only lacking all her usual enthusiasm and energy.

"Just do it!" Commanded Cinder, brushing dust off her black playsuit, narrowing her eyes, irritated, at the headmaster.

"Affirmative." The Necrogrimm said, looking from Cinder to Ruby and the others. The Huntress swallowed heavily. Back in Atlas she'd had to fight Penny due to Watt's virus… She knew this creature was not her but she did not want to fight her, not again.

The Necrogrimm had no such hesitation. Her body retracted backwards slightly, her legs bending to the point her knees almost touched her chest and then she leapt forward. Ruby barely had time to raise her scythe to block the creature's claws, the nail-like structures making an unusual clattering sound against the metal.

Ruby took a single step backwards to steady herself.

"Get away from her." Growled Qrow, raising his sword and slicing the air where the Grimm had been standing moments before, stepping to stand between his niece and the creature. He could see it in her eyes. Ruby could not fight this creature that looked so much like Penny Polendina. This Huntress, who was barely old enough to be called an adult, had been through so much, been forced to do so much. He had not been there for either of his nieces in Atlas, but now he was. At least for Ruby, hopefully Yang was okay. The quicker they dealt with these two, the quicker he could make sure of that.

The Necrogrimm twitched slightly, tilting its head sideways, its long ginger hair swaying in response, It looked at Qrow with wide, red eyes. However, it said nothing.

"Go deal with the other one." Qrow ordered, lowering Harbinger so it was pointed at the creature.

"You can't fight that alone!" Ruby yelled, she had felt its power when her weapon had intercepted it. She had felt the strength behind its attack and that had been only a portion of its true potential. Her uncle was a great Huntsman but that creature was either on par with the Hound… or worse.

Qrow gritted his teeth. He'd known that since the creature had entered the room, the pressure that it had brought with it was of a destructive power he'd never had to deal with before. Even with Ruby's help it would not be enough. However he'd be damned if he'd allow her to fight that thing.

"He won't be fighting him alone." Oscar declared, walking to stand beside Qrow, his cane extended in front of him. The Huntsman towered over him but his stance was unwavering. Ozpin had returned to his silence and Oscar pushed his hesitancy to the darkness with him. His fear of disappearing had almost cost him his friends back on the cable car, he wouldn't make the same mistake again.

"But Oscar…" Ruby began, but she was cut off when the youth gave her a smile, more to reassure her than himself. Ruby had been the only one he'd shared the information with, that if he used Ozma's magic once more he'd completely disappear. Ruby's face said it all, that that was what she feared as he'd stood beside her uncle.

"I'm not going anywhere." He insisted, turning to look at the Necrogrimm again. "You focus on the Fall Maiden."

"R-right." Ruby nodded her head gratefully at the two men, turning her attention to Cinder who was fighting against the headmaster. His bare fists blocked her burning blade as if he was simply swatting away flies. Cinder was most likely still a little dazed from his initial attack for her not to have burnt him to a crisp yet, or maybe that was Theodore's Semblance? Maybe some form of heat durability? Ruby didn't know but she'd seen Cinder fight before - she was a terrible, cruel fighter when she was serious. Emerald was still standing where she had when Cinder had first tried to attack her, clearly dazed, her mouth moving, muttering words Ruby could not hear.

Under other circumstances Ruby may have felt sorry for Emerald, Cinder's reaction was a betrayal. Emerald had only done what she'd done to help her and Cinder had reacted by trying to kill her. There was no bluff in her actions, her intent had been clear.

Emerald would not be of any help, not yet anyway.

"Duck!" Ruby yelled, falling to one knee and aiming her sniper at Cinder. Theodore reacted almost instantly, following the Huntress's order just as a series of bullets flew over his head. However, Cinder's hands were a blur of fire, the ammunition melting as it came in contact with the blazing shield her motion created.

Cinder growled as she saw the silver eyed Huntress, bright golden flames erupting from her own eyes in response. It was difficult to tell who she was more furious at seeing- Emerald or Ruby? Theodore was in a close third place as he tried to take advantage of this distraction to punch her in the stomach. But she crossed her swords, forcing him to jump back towards Ruby for fear of having his arm sliced off.

"Can it do nothing right?" Cinder cursed, watching as the Necrogrimm jumped between Qrow and Oscar, repeating the same attack which the two men blocked with ease. Cinder had warned Salem that this newest creation had been defective. Its ore had already been faulty when it had been collected and it had not had enough time to integrate with the memories acquired by the Chill. This Necrogrimm might as well have been a robot, unable to think for itself. Although it was inconvenient for Cinder, it felt like irony, considering this Necrogrimm had been made in the image of an android that played a human.

"Don't let your guard down with her." Ruby sternly told the headmaster, her eyes never leaving Cinder as she uncrossed her blades. She could so easily destroy this whole room, blast them with fire and end this in an explosive inferno. However, if she was resorting to the use of her weapons, as she was doing now, she had different plans, plans that required them to be alive for the time being. She wouldn't hesitate to cut them down once they'd done their piece.

"Useless." Muttered Cinder, shaking her head at the Necrogrimm and its poor excuse of a fight. All that strength wasted on a defect. "Restrain them!" She demanded. She would love to play with them all a little longer, however, she had returned to Salem with too many failures. She could not afford to return again empty handed, for it would not be simply Emerald's head that she'd want.

"Understood." The Necrogrimm confirmed, jumping away from Oscar, his cane cutting empty air.

"Don't think we'd just stand back and let you." Growled Qrow, leaping after the Necrogrimm, his blade gleaming in the light, the heavy sword held over his head.

However, if the Necrogrimm felt any fear at the Huntsman's attack, it hid it well. Instead, it outstretched its arms, imitating the pose Penny often used when using her floating swords. No swords appeared from the creature's back however, as it slammed its outstretched hands together, something far more terrifying emerged. Like wisps of shadows, a dozen jet black arms emerged from the Necrogrimm's arms- long elastic-like limbs like those the Knucklevee had had, each finger tipped by a razor sharp white talon.

Qrow had no time to react to the arms sudden appearance. The unpleasant feeling of the hands grabbing his body fell over him suddenly as he was slammed to the ground, Harbinger being knocked away in the process. Oscar tried to slap the arm away with his cane but another swooped in from behind, grabbing the youth by the ankles and pulling him off his feet. He slammed his head against the hard ground, stars filling his vision as he struggled to keep his mind focused.

Oscar watched, unable to move as a horrible hurricane of arms surrounded the rest of his companions. Four arms grabbed Theodore as he tried to block and parry, each arm taking a limb and tugging at them, threatening to dislocate each joint. Emerald didn't resist as the Necrogrim grabbed her wrists, forcing her onto her knees. Ruby was the last to be restrained, struggling to hold onto what remained of the monstrous arms, even managing to slice one off. The disembodied hand squirmed against the ground. However, if the Necrogrimm felt any pain in response, its face remained as blank as it had throughout the whole confrontation. Another hand just as quickly grew out of the stub that Ruby had created, startling her. She swung wildly but her scythe was pulled out of her hands. Another of the Necrogrimm's hands grabbed her flailing arms and pulled her to the ground. Another hand pressed her face to the ground, making sure her silver eyes could do them no harm.

Cinder smiled at the web of darkness the Necrogrimm had created. This one may have been defective but it still followed orders without pause. She could get used to that, underlings that focused on their job rather than what they thought she needed.

Pleased that none of the Huntsmen around her would be able to escape, she pulled Oscar's Cane out of his hands for good measure before twirling her swords and bringing them precariously close to Theodore's exposed throat.

"Now be a good headmaster and tell me where the Vault is." Cinder teased, her blades giving off a warm glow.

"You'll have to do better than that." Laughed Theodore, although none of them could even fathom what was so funny. "You forget you're dealing with the Headmaster of Shade."

"Oh yes, and you Vacuans are meant to be so awfully tough." Cinder teased. "Why did you think Mercury's been hidden in your Academy all these months?"

"For our top notch cafeteria food?" Ventured Theodore. Cinder let out a humourless laugh.

"Funny." She mocked. "It was to find a way to get to you."

"Well sorry to disappoint but torture won't work on me." Confessed Theodore.

"Yes, we are aware your Semblance makes your tolerance to pain exceptionally high." Casually said Cinder. "And, although I know Tyrian would love to test those limits, we don't have the time for that."

"Then just let us go and we can forget this ever happened." Theodore countered, his voice calm, not even looking at the blade that was practically pressed against his throat.

"We were somewhat fumbled trying to find out your weakness." Continued Cinder, her voice low and cool.

"That's because I don't have any." He boasted.

"All except one." Cinder pointed out as she started to hear shuffling from the passage outside the headmaster's office. His timing was perfect as always. "One you kept very very close… until now"

Theodore's eyes widened, his struggling against his restraints increasing. Cinder's smile widened further, Theodore's reaction to the new arrival was all she needed to know this game was now hers.

"Theodore!" Bellamy yelled, struggling against the iron grip Mercury had on him. No matter how much he tried, there was no means of escape. The doctor's breath hitched at the sight that greeted him, the bizarre net of black that had captured his brother and the foreigners. Like squirming flies captured in a spider's web, desperately trying to escape but only entangling themselves further.

"I swear, if you hurt him…" Theodore growled, spit flying from his lips as he tried to threaten the Fall Maiden. Cinder just laughed at his empty words.

"Tell us what we want to know and we won't have to." Cinder demanded, the blade in Mercury's hand gleaming hungrily, peculiarly close to Bellamy's neck.

I'm so sorry I'm kinda late with the update today! It's been really really hectic and took forever to check. Thank you so so much for reading and I really hope you enjoyed the chapter :D