Author's note: I'm super happy that Lily has been well received as an antagonist. This chapter introduces the second main antagonist of this season.

Season 2 Chapter 2: Between One Enemy and Another

"Not bad. But I think you can go even further."

Pyrrha raised her shield higher, covering her torso, and levelled her spear over it, right at the opponent in front of her.

"I could say the same to you," she said. She took deep breaths. It had been a while since she had been winded during a fight, even if it was a sparring match. She looked at him carefully, searching, probing for openings or weaknesses.

His stance appears relaxed, and it is, but it's deceptive. Legs angled diagonally, hands at mid level. A fighter's stance, meant for unarmed combat. Of course, without a weapon of any kind, his range should be reduced, and he should have no way to block a blade. In which case, he's wide open.

But that's not the case.

For the past fifteen minutes, she had tried and failed to land a single blow against him. Milo's gun, spear and sword forms had all been equally ineffective. If she shot at him, he dodged fire and moved around, circling around and closing distance. Any time her line of fire was on him, he simply blocked or deflected the bullets, using his arms and legs. If she used her spear, her advantage in reach meant nothing, since Milo's tip hadn't been able to put a scratch on him, or even cause his Aura gauge to deplete. Instead of him being unarmed, it was as if his entire body was a weapon. His legs and torso were as armour, and his arms and hands were like short swords, shields or hammers, depending on how he used them. Essentially, it was like trying to fight a knight in full gear, who also happened to have the mobility of a bare-body knife wielder. Pyrrha's one-handed spear style simply didn't allow enough variation in movement to take on someone like that. If she switched to a two-handed staff style, she had to give up on using her shield, Akouo. This compromised her defence. The solution, then, was to use Milo in its sword form, in which it was more versatile and maneuverable. The downside… was that she had to get much closer to attack.

Closer, and right into his most dangerous range.

The 2.5 metres immediately around him… was the destruction zone.

Every instinct Pyrrha had screamed only two words whenever Pyrrha even came close to entering it.

'Absolute Death.'

Of course, this was a sparring match, and he hadn't performed any such techniques on her, but the pressure and possibility were always there.

"You can't back down. If you do, this happens."

Jaune stepped forward, thrusting his lead fist at her.

Instinctively, she tensed to block with her shield. She realized immediately that it was a mistake.

He swerved to the side and kicked one of her legs out from under her, causing her to stumble. As she did, he stepped past her while hitting her with a backfist, causing her to go sprawling on the ground.

She got up disconsolately. She was tired, and sore as well.

"I think we'll stop here for now," said Jaune.

She turned to face him.

"You're too powerful…"

"You're plenty powerful yourself. As I've said, your problem is that your resolve faltered. You were overthinking, hesitating. And at that point, your determination was already broken. You'd lost. The actual finisher was just a formality after that."

"I… I couldn't find a weakness. A way to attack. Nothing was working…"

"That's extremely common in a fight between equals," said Jaune, surprising her. "Think about it: against someone who's on your level, would an easy and obvious path to victory reveal itself? More likely, it'd come down to a struggle… and the one with the stronger spirit would win."

He looked her in the eye.

"You've gotten complacent. Victory after victory, in tournaments and sparring matches, and even on missions, have made you accustomed to being the stronger one. You've forgotten what it is to dig deep. What it is to hold on, endure, take blows, and wait for an opportunity.

You need a real fight. To get stronger, you need to start facing strong opponents."

Pyrrha's eyes widened.

He's right… since coming here to Beacon… did I even try to seek out the best, and face them? I was so busy trying to fit in… so busy worrying about others seeking me out… that I didn't even think there might be people I'd want to challenge.

"You're right," she said. "I had forgotten what it is to fight. I want to remember it."

Jaune nodded in approval.

"There are plenty of warriors in our year. Seek out the Gold Dragon. I think you'd gain a lot from an encounter with her."

He turned and began to leave the training platform.

"Jaune!"

He paused.

"Thanks for training with me."

He looked at her and nodded.

"Thank you as well. I gained from it too."

Defeat was not a feeling Pyrrha was used to. There was nothing pleasant about it. Only dissatisfaction and anger at oneself, and towards the opponent. She was no different when it came to that. But she breathed, and allowed it to pass, cooling down. Jaune was a good fighter, and a trustworthy companion. His advice invigorated her.

And… she was glad he was able to get something out of training with her too.

It had been a difficult semester, but it had passed. And slowly but surely, the relationship that had almost broken down was being rebuilt.

"Get strong, Pyrrha. We have a tournament to win."

Her eyes glinted with steely determination, and she felt a fire burning inside once more.

After a long, long time, she was not a defending champion. She was a challenger.

She would go for a fight. To win.

"So that you can face your sister, isn't it?"

Jaune did not answer immediately.

"Why do you hate each other so?" Pyrrha asked before she could stop herself.

The enmity between the siblings was not a secret, although most were not aware that they were related. Both of them were famous at Beacon, and both were well-liked. They frequently ran into each other in the halls, and harsh words were often exchanged. The very air crackled with electricity when those two were in each other's vicinity.

It didn't make sense to Pyrrha. She didn't have any siblings, and whenever she had thought about what it might be like to have one, she had always imagined she would be close to them. Connected. Like two halves of the same soul.

"I don't hate her," said Jaune quietly. "No… it's just the opposite. I often wished we could be close. But it never happened. Rather than stand by each other, we were too busy competing. That hasn't changed. And that's why… we need to settle it. Once and for all."

Pyrrha couldn't fully understand it.

But, it felt like this was Jaune's fight. It wasn't a mountain he had to climb. But as he had just said, to grow stronger, one had to confront challenges. And this felt like Jaune's challenge. A showdown with the sister he had always competed with. To show her what he had achieved since their parting.

Jaune Arc… youngest son of the famous family of Hunters.

Yes, this much Jaune had chosen to reveal to his team. Things had changed since the night he had gone out to assist RWBY in bringing Blake back. He had started to open up.

Why did you leave your family? Weren't you happy with them?

She shook her head. It was too early to ask questions like that. But someday, she would know.

Jaune Arc? I really can't picture you as an Arc for some reason. Jaune Souther works fine.

"You're meeting up with Weiss?" she said aloud.

"Ah… yeah," he replied, reverting to being a regular teenager again. "She asked me to come."

Pyrrha smiled. It was amazing how he could go from genius to ultra-dense this quickly. Somehow, it restored her faith in humanity to see that for all his power, he was still just an ordinary boy at heart.

It was incredible that he hadn't yet understood Weiss' feelings for him. Everyone else had picked up on them.

"Good luck," she said to him. "I hope it works out for the both of you."

"Umm… thanks, I guess?"

He had an idea of what she was referring to, but he was quite sure Weiss only viewed him as a friend.

"Extreme density," Pyrrha muttered. "Maybe that's why he's so durable."

Meanwhile, elsewhere at Beacon:

Cinder Fall looked at the Hall she stood in, committing the sight to memory. Intelligence on Beacon was limited, and almost nothing had been known beforehand about the layout of the school. The only thing that was stated was that there would be an underground ancient structure somewhere below.

Inside that structure was what she desired. What she needed, in order to become complete.

The other half of the power she had taken.

"Well, guess we made it in, somehow," said a boy standing behind her.

Grey haired and built like an athlete, he had a cocky air about him, arms behind his head as he whistled slightly and took in the view.

"Yeah, it's a miracle we managed to get in at all considering the number of times you messed up," said a feminine voice. Short and slender, this girl had neck length hair that was a curious silvery green, along with red eyes.

"Hey, at least ten percent of those incidents were your fault," protested the boy.

He got an elbow in the ribs for the trouble.

"That still means ninety percent of them are on you!"

"Enough," said Cinder, instantly causing the two of them to become silent.

With the body of a grown woman, and a face to match, few would dispute that she was attractive. She looked, as a matter of fact, in her early twenties, making it more difficult for her to play the part of student, but through her excellent performance, she managed to make it work.

Now that they were here, their task was to locate the Fall Maiden, and take their power.

And also… to make sure no one in this town survived.

Beacon Guest Lodgings, Room 7, the Next Morning:

Penny's systems booted up her mind, as she shifted from Sleep Mode to Active. Her body, which was entirely artificial, was composed of the special alloy used to make Hunter weapons, but a modified version of that substance. In addition, there were various metallic parts, along with silicon and high grade plastic, which were used to make some of the operating chips and compartments inside her. The actual programming was coded onto an artificial Operating Dust Crystal, formed from combining Lightning Dust and Arcane Dust. This Crystal had two different operating forces. The first was an autonomous one that controlled the various systems needed to keep her running. It was similar to the involuntary part of a human's nervous system and brain. The second was her actual personality. Her soul.

Formally, it was called an AI: Artificial Intelligence.

But the name barely did her justice.

She lived, she learnt, she felt.

In so many ways, she was human.

As the AI finished booting up, the entity known as Penny awoke. The special recharging and maintenance pod she rested in opened, allowing her to step out.

"Up already? Did you sleep well?"

"Fully charged and operational!" she replied brightly.

Her companion smiled slightly.

"Good." How about we go get some breakfast then?"

Lily Arc was clad, as ever, in her armour. Her greatsword was strapped to her back, and she stood ready for action. This was how she was. Penny had never actually seen her any other way.

Shortly after she first came online, she was introduced to Lily. That meeting had been curious. The only entity she had been pre-programmed to know was General Ironwood, who was, in a way, her father. She also knew the scientists and doctors who were responsible for creating her hardware and software, but she was familiar with them only by sight.

Lily was entirely new, and her first experience of someone who was closer to her own age. She was younger than Ironwood and the ones who took care of her.

Unlike those scientists, Lily's purpose in her life was unclear, and never narrowed down to one specific function.

After their initial introduction, the blonde knight visited her everyday, and shortly afterwards, became her near constant companion. While combat, navigation and other operational programs were loaded into her directly, the knight became her guide in other aspects of life. Food. Talking to people. Going out and seeing things. Having someone to interact with and get to know.

Lily never stated her own function either, and when Penny asked Ironwood about her, his only reply was that Penny she should decided herself what the girl meant to her.

Penny researched on her own, delving into books, trying to decode what the patterns of their relationship suggested.

Judging by those patterns, and her own feelings, Lily was like a sister to her. And elder sister.

Of course, she hadn't ever said that aloud to her.

Her "AI" was developed enough to be nervous and even shy.

She nodded and put on her clothes, likewise getting ready to go out.

As they made their way to the Dining Hall, Lily remembered something.

"Say, about that girl, Ruby Rose. You're getting along well with her, aren't you?"

"We have met a total of 3 more times since our initial encounter. I have yet to determine the specifics, but we appear to be interacting smoothly!"

Lily rolled her eyes.

"Yeah, I'd say that qualifies as getting along. But you could step it up a gear, you know? Hang out with her more often. You'll make a friend that way."

Penny looked at her in surprise.

"A friend?"

"Yeah, that's right."

"You really think we can be friends?" she asked excitedly, startling the knight slightly.

Lily recovered quickly, however.

"Yeah, definitely! You just have to take the first step, that's all."

"But… what if she refuses?" asked Penny, looking down.

Lily placed a hand on her head and ruffled her hair.

"All right. I'll let ya in on a little secret. When you're reaaaaallly friends with someone, you never need to ask them if you are. And you never need to say it aloud either. You just know."

"But… how? How do I know if someone is my friend?"

"Well, for starters, they'll always be there for you when you need them. Help you out in times of trouble, and celebrate with you when you do well. You'll feel warm and safe with them. You'll feel like you belong."

Penny's eyes widened.

"That. Sounds. AMAZING! But… what if I misjudge? What if they aren't really a friend?"

That was a harder question to answer.

Plenty of humans failed to distinguish a true friend from a false one until it was too late. And really, it wasn't so easy to explain to someone how to make that distinction. It was something one had to learn over the course of one's life, through trial and error.

It was impossible to find a hit without at least a few misses.

But…

"Don't worry. I'll never let anyone like that get close to you," said Lily.

"Truly?"

"Count on it."

They came to the Dining Hall, and team RWBY was visible in the distance. Of course, JNPR was with them too, and that meant Jaune was there.

Her eyes met his.

Heh. You've gotten strong, brother. This is one fight I want. So be patient. Our time will come.

She patted Penny on the back, motioning towards Ruby.

"Go on. She's right there. Don't look back."

As the girl walked forward, Lily watched her go with a slight smile on his face.

She was just about to go get her own breakfast, when she felt a spark in her mind.

Her senses flared, as though from a sudden flash of light, and she wheeled around to the source of the disturbance.

Lily Arc- Semblance 1: Bestial Sense.
It is said that the Berserker will relentlessly hunt down an enemy and track them, even if they are robbed of all their senses. The Berserker soul latches on to traces of ill intent in a living being's Aura, revealing their location.

Her Semblance, which activated on its own whenever a hostile being was close, instantly pointed out the threats.

She stared right at Cinder Fall, Mercury Black and Emerald Sustrai, and knew, these were the agents of the enemy.

This was the reason Lily was the prized Specialist of Atlas' army. She was like a hound. Since her Semblance had awakened, the rate of successful infiltrations against Atlas had reduced to less than ten percent.

So it's these three, huh? They don't look like much. Something about that woman is off though… it's like she's hiding something that's not Aura.

Well, it doesn't matter. They'll die soon enough.

Cinder felt eyes on her. A gaze so sharp, it felt like a blade physically piercing her.

She whipped her head around, and saw the one delivering the death stare.

A knight, standing six feet tall, in full body armour. Her long blonde hair trailed down her back, and a gigantic sword that looked impossible to wield was strapped to that same back.

And a pair of eyes colder than frozen Atlas itself stared right into her, right into her soul.

She felt every secret she held being laid bare in front of those eyes.

Frozen in place, paralyzed by fear, she couldn't move.

Absurd! I have the power of a Maiden! Am I experiencing fear? It's impossible… but…

The cold shill that ran down her spine said otherwise.

This was the precise sensation an animal feels when it is in the sights of its natural predator.

Those eyes spoke clearer than any words.

I will kill you, they screamed.