Wow, I can't believe I'm a week late in posting this. Even worse considering how this chapter was written nearly two months ago.

In any case, here is the new chapter. Enjoy if you can - if you can't I apologize.

Afternoon, Atlas machine shops…

Atlas had a number of smaller machine shops scattered around the city, but when one spoke of the machine shops, they were most likely referring to the stadium-sized first basement floor under Central Command. It was home to over six hundred individual work stations, all outfitted with the various machines and devices necessary to construct, repair, and maintain the weapons of huntsmen and huntresses. What better place could there be for Homura Akemi to augment her current arsenal?

She took a free work station at a far corner, away from any unwanted company. There, she pulled a large suitcase out of Tempest Hourglass and laid it open on the table. The contents of said suitcase were a substantial purchase she made earlier that morning: several canisters of powered dust. All of it would be used in the creation of bombs and ammunition.

She loaded two canisters of dust -one being the standard bullet propellant, the other bring an explosive variant of fire dust - into a small circular device near the edge of her station. She also fed it several bullet casings. The device was called a cartridge loader and was designed to create customized ammunition for various types of firearms. In this case, Homura had loaded casings for pistol rounds.

She felt a chill run down her spine. An unpleasant presence had entered the room and was approaching her. She wasn't even looking and she knew who it was. With a stoic glare on her face, she turned around.

Walking towards her was a boy, no taller than five feet at most. He wore a white lab coat that dragged a little on the floor with every step. His face was a mask of a smile, so obviously fake that it was unnerving. And his eyes - his eyes were a deep piercing red. Homura afforded herself a moment of ironic satisfaction for she was correct in who she assumed was approaching.

"Incubator," she said, in a harsh yet controlled voice.

"Now now," the boy said, calm, seeming almost oblivious to the hostility present in Homura's greeting. "You know not to call me that in public. If I wanted that name being thrown around then I would have come without a disguise."

Homura regarded the boy with distaste. "Regrettably, your disguise is not very good. I still felt your inhuman aura the moment you entered the room. Your face is also creepy."

"All because you know me, Homura Akemi," he said plainly. "Look around and you'll see that no one else is acting differently despite my being here." True enough, everyone was still going about their business. "If they knew who I was then they'd likely be reacting the same way you are. As for my face, I agree that I may need to work on it. It is nothing I am too concerned about, however."

"At least you can't sneak up on me," Homura muttered, thinking of the positives. "If I can't say your real name then what do I call you?"

The boy thought for a moment before replying. "Call me Kyubey."

After a few cycles of repeating the name in her head, Homura nodded. "Very well, Kyubey, what do you want?"

"The same thing I've always wanted," he said. "I want your safety and wellbeing." There was a pause. "But of course, that's not the kind of answer you wanted, is it...? The reason I came to you today was simple curiosity. You have come here to Central many times but, in those times, I was aware of why. In this instance, your presence here was without prompting by Command. It intrigued me enough to leave the laboratories."

He turned to the cartridge loader that Homura was using. "Tell me. For what purpose do you use these facilities? I am well aware of what you are doing. I am just not aware of why…"

Homura stared at him for a moment before returning to work. She pressed a button on the cartridge loader and it began its work injecting dust propellant into the bullet casings as well compacting the fire dust into the projectiles she would shoot out of her gun. The device would do that automatically so Homura need only wait for a loud -ding- that indicated that it was ready for the next batch. She could do something else in the meantime.

"As you are aware, Kyouko Sakura's stay in Atlas has been extended," Homura stated.

She moved to a device on the other side of the station and loaded another canister of dust into the terminal. It was a spray station for dust coated weapons and ammunition. There, she would coat her arrows with gravity dust to give them the range she needed with no detriment to weight or damage. She pulled out a full quiver and began spraying each individual arrow, laying the finished ones on a cloth she had spread on another part of the table.

"Miss Sakura, while more than happy to remain here, has been getting restless. With Mami so busy this past week, she has been coming to me for company."

"I take it you're not happy with that?" Kyubey asked.

Homura remained silent for a time, pondering the question. "Not necessarily," was her vague answer. "However, if you know anything about Kyouko Sakura's reputation, you would know that keeping her confined to the city would be a bad idea. Sooner or later, she will want to fight something - or someone. As a person close to her, and as a person who is her equal in combat, she will want to test herself against me, which is, as you can figure out, quite troublesome for me."

"So what solution have you come up with? Surely you don't plan on actually fighting her."

"No. It's not that." There was a loud -ding- telling her that her pistol ammunition was ready. She smiled. "We're going hunting."

Meanwhile, Atlas Central Command, a private studio near the top floors...

Sayaka shifted her weight as Winter circled her, every step almost deafening in the silence. "Your training is progressing at a steady rate," Winter said. "Unfortunately, your pace is painfully, frustratingly slow."

Sayaka hung her head. "I'm sorry, Ma'am. I'll-"

"Nonsense. It is nothing to apologize for." Winter stopped walking, a small smile on her face. "The problem in this case lies, not with you, but with me." Sayaka tilted her head curiously at her statement.

"I am too impatient. I forget at times that you did not discover this power at an early age and learn the workings of it over the course of your childhood. To a Schnee, the flow of power is obvious and we need only focus and energy to project a glyph. That is not the case for people like you, however..." She sighed. "You are not the first non-Schnee I've trained in the use of glyphs, nor will you be the last - not if I can help it..."

Sayaka watched, rapt with fascination at Winter Schnee, face uncharacteristically soft and pensive. The moment passed, however, and Winter returned to her usual strictly professional demeanor.

Winter unsheathed her weapon. "Draw your blade, lieutenant. Your afternoon training today will be your swordplay."

"Y-yes Ma'am." With only the briefest moment of hesitation, Sayaka drew her flintlock-cutlass, Siren Song, and stood a few paces away from Winter.

"As your mentor, I must know your proficiency in all aspects of my expertise, which includes combat. Thus, we shall spar. I'll fight with only my sword. You may use whatever means you wish to defeat me." Winter gave a standard fencer's salute and took a readied stance.

Apprehension filled Sayaka's limbs but she forced it down with deep breath. She bent her knees and tightened her grip on her sword, her muscles tensing.

In a flash, Sayaka closed the gap, lunging directly for Winter's neck. The older huntress merely stepped to the side to dodge, before retaliating with a thrust to the ribs. Her aura prevented the blade from piercing straight through but she was knocked backward. She stumbled but remained on her feet.

Winter remained where she was, weapon still raised. "Your best course of action against opponents stronger than you is to end the fight as soon as possible. However, charging in as recklessly as you did would leave you vulnerable to counterattack, especially when your opponent expects it. One of the most basic of concepts taught at all combat schools is to not be reckless."

"Right. Sorry Ma'am."

"Again. This time, try and fight me a little more carefully."

Sayaka aimed and fired a shot which was easily deflected by Winter. She fired again and achieved the same lack of results. She felt a little hesitant to continue.

"You're taking my words a little too literally." Winter sighed. "Miss Miki, you need to calm yourself. This is a sparring match. I'm trying to gauge your skill, not kill you."

Sayaka pursed her lips. Calm myself, she thought. Right...She stopped for a moment and breathed deeply. What calmed her? That was an interesting question. Normally, she was calm during combat, even in the heat of the tensest of battles. But something about facing Winter just unnerved her to an extent that she couldn't quite understand. Why was she so tense now compared to before?

It wasn't long before she figured it out. And with that knowledge, she was able to take one last deep breath before readying her weapon once more. She stared at Winter, face focused and determined.

Winter saw the change in demeanor and nodded. "Come then!" she ordered, signalling for Sayaka to attack.

What followed after was a blur of motion. Sparks flew as Sayaka began a relentless series of attacks, all of which Winter dodged and deflected. The blue and white fencers clashed for a time, seconds becoming minutes. Winter's face grew tight with concentration as the fight wore on but not once did she betray any emotion. After a certain point, Winter twisted Siren Song out of Sayaka's hands and brought her own sword to the blue fencer's neck.

Winter smiled. "You're formidable when you're actually trying." She sheathed her weapon and walked over to where Sayaka's had fallen, picking it up. "You fight less like a fencer and more like a dancer, as if every step, cut, and thrust is in the rhythm of a song only you can hear. I can see why you like ending fights quickly. Given time, your opponents can easily figure out the timing of your attacks."

Winter presented Siren Song to Sayaka, which she accepted and sheathed.

Winter's assessment of Sayaka's fighting style was spot on. In her mind, she was listening to one of Kyousuke's combat songs - Absolute Configuration. When he played it, his targets could more easily focus, making it seem as if time were slowed down. His power was not present in the song when she replayed it in her mind but the effects remained the same.

"As impressive as it may be, your perfect synchronization to an unheard song is still an easily exploitable weakness. It's best that you break out of that habit, or perhaps learn to switch between songs of different tempos. Come. Draw your blade once more. We shall continue sparring until I see progress."

Meanwhile, in Atlas Training Arena A…

Atlas had eight training arenas, all for different environments. Arenas A through C were standard arenas of differing sizes while D though H were comprised of the various biomes found in and around Atlas. Arena A was the biggest of the standard arenas and was normally used by multiple academy students simultaneously. In this instance, only two fighters were using it - due to their fighting styles, they needed the space.

"I just realized this is gonna be the first time I'll see you in action." Kyouko grinned. "Oh, this'll fun!"

Mami sighed, brandishing her ribbon gauntlets. "Prepare to be disappointed, then."

This was the first time Kyouko and Mami saw each other in their standard combat gear - they had reequipped for extreme cold during their sentry mission up far north. Mami's outfit could be described as an artistic reimagining of a sailor uniform - short sleeved shirt with a ribbon tied around the collar, short skirt, and knee-high boots, all colored the same golden shade of yellow as her hair. Kyouko, on the other hand, dressed like a combat monk, with a long, flowing red robes worn over a black sleeveless shirt and cycling shorts, tied with a strip of black cloth around her waist. The difference in their styles clashed nicely in Kyouko's eyes.

Kyouko studied Mami carefully. She stood a short distance away in a relatively relaxed stance, knees bent slightly, with Seamstress and Tailor raised to chest level. Just under her skirt, Kyouko could see the ends of four-shotgun batons - probably magnetically attached to straps on Mami's thighs.

With a feral snarl, Kyouko pounced on Mami. Mami was quick to react with a jab and back step, shooting two metal ribbons at Kyouko. Rossio Phantom easily tore through the ribbons, but was slowed down enough for Mami to pull out two shotgun-batons. She held up her hand, her ribbons holding the shotgun-batons in the air. Not letting Mami take aim, Kyouko charged again.

Since they were both fighters that excelled at close-to-mid-range engagements, it was anyone's game should they attack. However, Mami had the benefit of having weapons that had a range longer than twelve feet at maximum. Between those shotguns and the ribbons, Kyouko was at a disadvantage and had to keep the pressure up.

Unfortunately, Mami had a lot of stamina and was able to keep up with the lancer's onslaught.

With a sweep of her ribbons, she pulled Kyouko's forward foot to the side. The lancer now unbalanced and leaning backward to keep from falling, Mami swung, aiming her batons at Kyouko's exposed neck.

What happened after was hard to make out as Kyouko's instincts took over. In the split second before the baton impacted, Kyouko managed to summon a barrier which blocked the hit. At the same time, Rossio Phantom split apart and snaked around Kyouko, tearing at the ribbons surrounding her.

Kyouko regained her footing and whipped her weapon back into spear-form. One of Mami's shotgun-batons lay on the floor behind her. "Man, Mami. You are good," Kyouko complimented with a grin. "But I can't help but feel you're going easy on me."

Mami smiled. "That's because I am."

Kyouko frowned. "Oh come on. Why are you holding back?"

Mami giggled. "I want this to be a fair fight, Kyouko. Remember, I can so very easily wrestle your weapon out of your hands the moment you separate its links. However…" With her other gauntlet, she manipulated the ribbons and pulled the remaining two shotgun batons from under her skirt. "Barring that action, I could probably fight you a little more seriously." She took a more readied stance.

Kyouko's grin returned as she crouched down, readying her own weapon.

The following engagement happened very quickly.

In a surprising turn of events, what seemed like a hundred ribbons erupted from Seamstress and Tailor, shooting out in every which way before turning to converge upon Kyouko. At the same time, Mami jumped forward, her batons trailing behind her.

Panicked, Kyouko erected a barrier all around herself which the ribbons all wrapped around. Less than a second later, the barrier collapsed in on itself, the ribbons now wrapping Kyouko instead. By that point Mami was right on top of the lancer and began a barrage of shotgun-propelled baton swings.

Mami ended the combo after a few dozen swings and then unwrapped her unsuspecting victim. The red lancer collapsed, looking dazed but otherwise fine. On the screen over them, Kyouko's aura level had been depleted by a small chunk.

Mami crouched over Kyouko, smiling sadly. "As I said, it was a disappointing battle. Rather one-sided, don't you think?"

Kyouko stared at her for a moment before smiling as well. "That. Was. AWESOME!" She yelled, raising her arms.

Mami blinked in confusion. "I'm sorry?"

Kyouko kicked her legs and jumped to her feet. "Alright, let's go again. I think I know how to beat that."

"Oh... Okay..."

The next engagement lasted a little longer. Kyouko charged, wildly twirling her spear. Mami blocked the weapon with her batons before pulling Kyouko's legs from under her and lifted her in the air. After which, she slammed her into the ground. She was just about to repeat the action when the lancer cut the ribbon on her ankles mid-swing. She was flung towards the wall only to be stopped early by a barrier she threw up. She was given a split second of reprieve before realizing Mami was already upon her, wrapping ribbons around her neck, arms, and legs, incapacitating Kyouko.

"Mami, I give..." Kyouko wheezed, the ribbons on her neck threatening to suffocate her.

Mami then released her, giggling. "You know. You were right. This is fun."

The lancer jump back up once more. "I did better that time, though, right?"

"It's progress," Mami said in agreement.

"Okay. Let's go again."

They clashed four more times that afternoon. Mami won each and every one. By the end, Kyouko was panting on the floor.

"One more time," she breathed.

Mami frowned. "Kyouko, you're aura level is in the red. I might end up killing you by accident if we keep going."

"Maaaamiiii~" Kyouko whined. She tried to jump to her feet again but was too tired. All she achieved a feeble flailing of her limbs. She scowled. "Okay, fine. We'll stop for now. Next time, I will beat you, though."

"You know, I'm tied for the ninth most powerful Huntress in Atlas. I surprised you're so confident you can beat Winter if you can't even beat me. I'm even holding back."

"When you put it that way..." Kyouko laughed weakly. "To be fair, you're pretty much my hard counter. Your semblance makes my weapon half as useful as it should be."

Mami chuckled as well. "Yes, that is one big thing to consider. Perhaps you should have been a little faster to compensate?" She then offered Kyouko a hand.

As soon as Kyouko moved to accept the offer, ribbons wrapped around her and lifted her upright. "Those things are pretty useful. Ever use them to file paper work or something?"

"Back when I was a student, I worked part time at restaurant as a waitress. I had a good time but was fired after two days when my manager found out I was using Seamstress and Tailor to serve the customers. That restaurant has a very firm no-weapons-indoors policy."

"Huh. That sucks," Kyouko muttered. "By the way, are you busy this weekend?"

"Hmm?"

"Homura and I are going hunting. Wanna come?"

Mami nodded slowly. "I'd like to, but I'm busy. Freshmen from the Academy have a field trip on Saturday and I'm one of the instructors assigned to supervise."

Kyouko pouted. "You know, you've been busy for almost two weeks now. Can't you just bail on them?"

Mami chuckled. "As much as that would amuse you, I have a responsibility to the school and the students. I'm sorry, Kyouko. Maybe next time."

"Maybe," Kyouko repeated glumly. "Ah, whatever. Let's hit the showers. After a fight like that, I'm starving!"

Later, in the Atlas Machine Shops...

"I take it you've finished arming yourself?"

Kyubey's question was unnecessary, though Homura opted to answer it anyway. Despite how creepy it was, the boy's perpetual smile gave him a look of curiosity that seemed almost genuine.

"For now. I may need to return after our hunt this weekend, provided that Kyouko Sakura leaves me Grimm to kill."

"I'm sure there will be plenty for you to dispatch," Kyubey said, skipping towards one of the elevators. "This has been a very informative experience, Homura Akemi. I look forward to more of them."

Homura watched the boy enter the elevator. "If and when that happens, fix your disguise," she said, right as the doors closed, hiding Kyubey's face from view.

End of chapter...

The machine shops is a concept that I took from Soul Forged, a RWBY fic by xT-Zealot. They went into deep detail on the creation of weapons in the RWBY universe. The only fault I can give it is that it's a side-story to a 200k fic and some things don't make sense if you don't read it before. In either case, a good number of things about the machine shops were adapted from that fic, modified somewhat to account for hunters like Homura who use a bow and arrow.

Sayaka's weapon, Siren Song, is technically also a pistol. It takes the shape of a flint lock with a foldable frame and blade. With the press of a button and the flick of her wrist, Sayaka can switch between pistol mode and cutlass mode. That being said, Sayaka won't use pistol mode a lot in this fic. She has terrible aim and only has a gun because she thinks it's cool. The flint-lock cutlass is mostly because I like the idea of pirates and Sayaka's original story being based on an old version of the little mermaid. Mermaids, if I remember correctly, were conceived when sailors mistook seals sitting on rocks for humans with fish tails. Also, she's in the RWBY universe now. She needed to have a gun of some sort.

I haven't written how Mami fights before this chapter so it's been a wonderful experience. Much of her fighting style has more to do with ribbons than it does her shotgun batons - a drastic change from what she is in the anime. That change is reflective of the fact that Mami doesn't have a theoretically infinite amount of single-fire guns at her disposal anymore. In any case, I'd say her fighting style is a mix of Wilhelmina Carmel's from Shakugan no Shana (ribbons), Blake Belladonna's from RWBY (weapon on a string), and Sun Wukong's who is also from RWBY (gun-chucks)

And finally, one of the biggest reveals of this story. Kyubey is a character in this fic. He takes the form of a small boy (rather than a girl) who looks innocent and pretty much normal aside from the creepy smile. He still doesn't have emotions, though he does have a very human sense of curiosity and other human-like traits. Six chapters is a long time to reveal who is obviously the main antagonist. Still, I hope you enjoyed what I've written so far of him.

In any case, that was this chapter. Until the next one.