And here's the next chapter! Not too different from the source episode, and I would have had it out sooner but the newest episode of V5 broke me :"D. I hope you all enjoy this regardless!

They ran from her, vaulting over the slick boulders of the mountainous biome of the arena. Penny moved with her blades, smirking as she showed off her form for the crowd, and hurled her swords towards the boulders Russel and Sky had taken cover behind. The blades buried themselves into the rock, her wires a shimmer in the air. She looked back at Ciel, noting the bored look on her face. Ciel holstered her pistol, and pointed at her watch, mouthing finish them. Penny nodded, and looked back at her opponents, her smirk growing.

She raised her arms, the boulder's rising with her movements. She heard them scream as they were raised into the air. She jumped, throwing her arms down as she landed; the boulders were flung into the air, Sky and Russel falling off and hitting the ground, before they came crashing down on top of them. The boulder's shattered, rock and gravel being flung across the arena as the duo lay on the ground groaning in pain.

Her sword's returned to her, collapsing and reeling into her storage compartment in her back. Penny gave her opponents a curtsy.

"And with that double knockout, Penny and Ciel of CMPT win the match for Atlas!" Oobleck declared.

The crowd started to cheer for them, and she waved politely as she exited the arena.

Ruby leapt from her seat, dashing down the steps, a smile on her face. She had to miss Penny's first fight but oh gods was she great in this one; those two hadn't stood a chance against her.

She skid to a halt, watching Penny walk along her partner. She threw her arms in the air as she exclaimed

"Penny!"

Penny looked back at her, smiling, and pounced. Penny crashed into her, knocking her off her feet, the two of them landing on the floor in a heap. Ruby giggled, hugging Penny as she nuzzled the side of her face.

"You were great out there, Penny."

"I told you I was combat ready," Penny said.

Ruby heard someone clear their throat, and Penny glanced back, Ruby craning her neck to see as well. Penny's partner had her arms crossed, and was tapping her foot in annoyance. Penny got off of her, and offered a hand. Ruby took it and was pulled to her feet. She gave Penny's partner a sheepish smile, rubbing the back of her head.

"Sorry about that," she said. Penny held a hand out, motioning at her partner.

"Ruby, this is-"

"Ciel Soleil." Ciel cut in. "And you're Ruby Rose. Fifteen years old, native Valian, leader of Team RWBY, and the significant other of Penny Polendina." Ruby gave her a look.

"How did-?" Ciel seemed to ignore her, looking at her watch.

"Penny, I think it is time for us to move along. Mauve and Tenné are waiting for us at the fairgrounds. You will have time to converse with your girlfriend at a later point today." Penny looked from Ciel to her.

"Can I have just one minute to talk with Ruby?" Ciel frowned, but nodded, stepping back. Ruby leaned towards Penny, speaking in a lowered voice.

"Sooo, is she your friend? Or?"

"Kind of. She's a bit like Blake, if Blake was forced to hang out with you." Ruby nodded.

"Ah, gotcha." She looked over at Ciel, who was watching her watch. "Is she a robot too? And I've been meaning to ask, when did you get a team?" Penny giggled, placing a hand over her lips.

"No, she is not a robot. Mauve informed me that she has a disorder called Asperger's. I am not sure what that means though." Penny rocked back and forth on her heels. "And after I informed Mr. Ironwood about wanting to compete, he informed me that he managed to find a team that was missing a team member, and could enroll me in Atlas Academy as a member of that team." Penny stopped. "I have talked with Mr. Ironwood and he is okay with me staying here in Vale, with you, after the Vytal Festival ends."

"Really? Penny, that's awesome!" Ruby paused. "But wait, does that mean you don't ever want to go back to Atlas? Won't you miss your dad or the General?" Penny took a few seconds as she mulled it over.

"I love my father very much, but I would rather not return to isolation. And I have Mr. Ironwood's scroll number, I can contact him whenever I want to."

Ciel stepped between them, holding her watch in front of Penny's face.

"It has been precisely one minute, ma'am. We must be off." Ciel turned on her heels and began to leave. Penny gave her an apologetic smile before following after Ciel. She turned and waved bye, and Ruby waved back.

Ruby smiled, and began to walk back to her seat, a spring her step. It hadn't really occurred to her that there was a possibility that Penny could leave after the Festival was over, but knowing they wouldn't have to be separated for the foreseeable future made her feel so light.

"The next match is scheduled to begin in fifteen minutes. If you are low on snacks, now is the time to go to the concession stand." Oobleck said over the loudspeaker. Ruby took her seat, getting comfortable. She was looking forward to this fight.

Weiss gripped her sword's handle as Yang stretched next to her. The audience was loud, talking as the last few minutes ticked away.

"You're from Atlas, what should we expect?" Yang asked, stretching her legs.

"Given how militarized our Academy is and how integral the military is in our society, I'm going to say we will be facing strict, specialized fighters, who have carefully rehearsed battle strategies and are able to communicate battle commands on a way we can't. On top of having access to the most powerful weaponry available on Remnant."

"And it looks like Flynt and Neon are entering the arena! Let's see how well they perform against Ms. Xiao Long and Ms. Schnee!"

Yang stopped stretching, her mouth falling open. Weiss looked at her in confusion before following her line of sight.

A pale cat Faunus with bright orange pigtails with rainbow streaks stood on the other side of the arena. She was dressed for a rave and wore roller-skates, glow light nunchaku's in hand. A finely dressed man with dark skin stood next to her, smirking. He had a trombone.

"Or we'll be fighting them." Weiss said looking at Yang.

"Hey!" A voice called out. Weiss looked over to see Flynt had lowered his sunglasses, looking at her. He smiled when she looked at him. "You're Weiss Schnee, right? Heiress to the SDC?"

"I am," Weiss said. He motioned to her sword, at the Dust vials in her guard.

"Must be pretty good at using Dust then, right?" Weiss rolled her shoulders, looking away with a smile. No need to gloat about her skills.

"I try to be," she said. He nodded his head.

"Nice. My dad was good at it too. Folks at his school thought he was some kind of Dust prodigy. He even opened his own little Dust shop back home in Mantle once he had the support. Did pretty good." His smile disappeared, replaced with a glower. "Till your daddy ran him out of business for trying to compete against him."

Weiss flinched, her heart dropping. The Faunus weren't her father's only victims.

"I'm… I'm sorry to hear that, Flynt." She said. He snorted, sliding his glasses back up.

"Sure you are."

Yang growled, stepping forward.

"Listen pal, Weiss-"

"Listen pal, Weiss-" Neon said in a mockingly high pitched tone. She giggled as Yang looked over at her in confusion. "Do you know how stupid you sound? Trying to defend some spoiled brat like her? That's what it sounds like." Neon smirked. "And quick question; where'd ya get your hair extensions?" Yang was taken back, running a hand through her golden blonde locks.

"I don't have any extensions?" she said. Neon nodded, resting her hand on her chin.

"I see, I see. So you just like having your hair look that trashy?"

"Excuse me?!" Yang balled her hands into fists. Weiss grabbed her shoulder, holding her back as Neon snickered. "Like you're one to talk, you rainbow haired bitch! Who wear's roller skates in a fight?" Neon slid back and forth on her skates, resting her hands on her hips.

"Jealous much? I'm guessing you don't get to skate much. Ya know, with how huge your tits are. Must make you very top heavy." Weiss could feel heat radiating off of Yang. Neon stopped, thinking again. "Are those real by the way? They look too perky to be real."

The ground around the arena gave way; Weiss hadn't even noticed the holographic displays start spinning. A desert, geyser field, magma field, and crumbling city rose up, the ground shaking as they settle into place. Weiss drew her sword, scowling as Port counted down.

"Begin!"

Flynt put his trombone to his lips, an ear splittingly loud and funky tune blasting out. Winds buffeted her, her jacket billowing around her, her sleeves being blown up. She grit her teeth, crouching down, summoning a glyph to hold her in place. Yang held her hands in front of her, struggling to keep her ground. There was a rainbow blur and Yang screamed as she was knocked off her feet, flying back. Flynt stopped, the wind and funk dying as he lowered his instrument. He smirked at her as she stood up.

Weiss leapt towards him, throwing a glyph onto the ground as she landed. The winds and tunes hit her as she landed. She pushed forward, placing a glyph with each step, the winds getting stronger and the music louder with each step.

The winds died, and Weiss went flying forward, yelping in surprise. Flynt's leg shot forward, kicking her in the back. She crashed through a pillar of Red Dust, ember's sparking around her as she came crumbling to the igneous floor.

Yang staggered to her feet, annoyed. Neon zoomed past her, sticking her tongue out as she went by. Yang chased after her, firing her gauntlets at her. Neon dodged them, swooping and grinding through the wreckage of the city.

Neon jumped from a toppled building, whacking Yang in the side with her nunchaku. Yang grunted, turning to try and swing at her as Neon zoomed past her, hitting her again. Yang threw a punch, Neon ducking underneath it, a flash of bright blue and a cold breeze passing Yang's leg. Yang tried to turn, gasping as the cold crept up her leg. She glanced down, ice encasing her calf. She looked back up as Neon skated nearby, laughing. Neon smacked her rear as she skated past Yang.

"Now you're bottom heavy, too!"

Yang snarled, stomping her foot into the ground, the ice shattering. Neon smirked, and charged her. Yang swung at her, grunting as Neon spun around her fist, ice encasing her fist as Neon swung her nunchaku. Neon skated away, grinding on a railing, flicking her off with a smirk before she leapt off the rail, skating through the crumbled buildings before charging at her again. Yang raised her ice encrusted fist, grunting in pain as Neon jumped and kicked in the gut, knocking her back and hitting a wall.

Neon's tail flicked as Neon skated, giggling.

"Need to cool off, Yang? Since you're so hot?" Neon twirled her blue nunchaku, smirking. Yang scowled, and slammed her icy fist against the wall, the ice breaking off.

Weiss rose to her feet, pulling the trigger as Flynt strode towards her. She summoned several glyphs, stabbing her sword into them, the glyphs turning ice blue. Icicles shot out of the glyphs, aimed at Flynt. Flynt stopped in front of a geyser, a devilish smirk on his lips. Lava shot out of the geyser, her icicles melting, mist springing forth. They geyser died down, and Flynt walked through the mist, raising his trombone.

"Too bad all that money couldn't buy you any skills."

She snarled, pulling the trigger. White. He put the trombone to his lips, and Weiss raised her sword. A twister sprang from her blade, colliding with Flynt's tunes. Weiss smirked as she raised her hand, her glyphs encircling them. She pulled the trigger, Blue, and leapt out of the way of the winds, landing on her glyph. She was launched towards him, stabbing at him while icicles were launched from her other glyphs. She pounced from glyph to glyph, jabbing at him as she passed him, her ice crashing into him. He grunted in pain, and ducked down; she shot above his head. He rose up; his body flickered as three other Flynt's appeared, their suits each a different color. She gasped, leaping from the glyph and to a new one as they all blew on their trombones. The glyph she had been on disintegrated, shredded by the winds. They turned to her, the jazzy gales hitting her like a truck. She felt her glyph shatter beneath her and get flung back, slamming into the ground.

"Ho ho! Looks like Ms. Schnee has run into Flynt Coals semblance!"

"Indeed she has! Flynt's notorious Killer Quartet!"

Neon skated up a ramp, somersaulting off the end of it and landing with a twirl. Yang leapt off the ramp, her hair smoldering. Neon bit her lip.

"Ooo, you look good with red eyes." She smirked. "I guess it's true that people look hotter when they're mad." Yang charged her, yelling

"Shut up!"

Weiss groaned, and crawled towards her sword. She reached for the handle when a dress shoe stomped down on the blade. She looked up to see Flynt towering over her. Flynt looked away from her, and Weiss looked over to see Yang trying to fight Neon. Neon was ducking around Yang's swings, smirking at how angry Yang was. Neon looked over at them, locking eyes with Flynt. He smirked, stepping off her blade, his Killer Quartet appearing alongside him. Neon dodged one of Yang's hooks, skating away from her. The Quarter raised their trombones. Weiss' eyes darted to the geyser in front of Flynt, she could see the magma bubbling. She sprang to her feet, tackling Flynt into the lava as the geyser shot into the air.

A buzzer sounded, and Yang's head snapped over to the scoreboard; Weiss was grayed out, a question mark over Flynt's portrait.

"I think we might be looking at a double knockout on our hands!" Port boomed.

"Ms. Schnee's semblance is completely depleted! She sacrificed herself to save Yang!" Oobleck gasped. "What's this?"

The smoke from the lava geyser began to clear; Weiss lay on the magma encrusted floor, her clothes blackened, singed, and soot covering her face and hair. Flynt staggered forward, coughing. Yang sneered, looking over at the scoreboard; the question mark faded, his semblance bar a sliver over 'knockout' requirements. Damn it.

"Ladies and gentlemen, Flynt Coal remains standing!"

Flynt strode forward, his confidant gait returning as he walked towards her. Neon rolled past her, circling Flynt with a toothy grin. Yang looked at Weiss, at her still body. Her blood started to boil, her body on fire. She balled her hands into fists, gnashing her teeth as she stared at them. She slammed her foot into the ground, the arena floor shattering, her hair bursting into flames as she screamed. They were gonna fucking pay.

"And Ms. Xiao Long is getting fired up!"

Fear flashed through Neon and Flynt's faces as she charged at them, screaming like an animal.

"Get her, Neon!" Flynt shouted.

Yang fired, shotgun blasts shattering the arena floor, gravel spraying and cracks spider webbing. Neon skated toward her, zig zagging over the holes she had shot into the floor. Yang grunted as winds ripped around her, her hair whipping with the gale. She snarled, and slammed her foot into the floor. Flynt's eyes widened in shock as she walked towards him, slamming her foot through the concrete with each step.

Neon zoomed past her, smacking her side with her nunchaku. Yang grabbed Neon by her shirt, growling as she spun and hurled Neon away. Yang turned back to Flynt, glowering at him. The winds moved away from her, Flynt turning and using the winds to soften Neon's fall. Big mistake.

Yang shot forward, yelling as she slammed her fist into his face; his trombone going flying. He collapsed, the ringer buzzing as his aura crackled around him. Yang turned and saw Neon struggling through the geyser field, struggling on the wet, rocky surface. Yang sprinted towards Neon.

Neon, terrified, twirled her arms as she tried to keep her balance as she hit a rock, landing in a geyser as it erupted. She was flung into the air with the water, and Yang leapt into the air, catching Neon, locking her arms around her. Yang screamed in fury, Neon in fear, as Yang suplexed Neon into the rock floor, shattering the rocks, water spraying into the air.

The buzzer sounded, Neon groaning in pain as her aura shimmered. Yang let go of her, stepping away, breathing hard. The crowd erupted in cheers and applause, Port and Oobleck talking over one another.

Yang ignored the camera's flying up to film her; they didn't matter. Yang ran to where she lay, scooping her up into her arms. She cradled Weiss in her arms, trying to slow her racing heartbeat.

"Weiss? Are you okay?" Weiss' eyes fluttered open, the ice blue of her eyes standing out against her gray ash covered skin. Weiss coughed, her body shaking.

"I don't think I'll be able to sing for a while," she said, her voice hoarse and quiet. Yang smiled, gently hugging Weiss.

"Thanks for saving my ass," she said quietly.

"Yo!" Yang turned, holding Weiss' head so she could see as well. Neon and Flynt stood in the center of the arena, their arms crossed. Their solemn expressions broke when they looked at them, smirking at them. Flynt nodded his head, taking off his hat as he caught Weiss' eye. "That was a gutsy move, Schnee." He put his hat back on. "I can dig it."

"And oh my gods, you two were just amazing! No hard feelings for all the name calling right? Cause I would looooove to party with you two sometime!" Yang shrugged, and looked at Weiss. She gave the two of them a smile.

"I wouldn't mind," she said.

Yang opened her mouth to answer but closed it as she heard people running towards them. She looked up to see Blake and Ruby running towards them. Blake fell to her knees, holding onto Weiss. She ignored the tug at her heart as Weiss focused on Blake.

"Nice job you two!" Ruby said.

"Don't be so reckless next time," Blake said, nuzzling Weiss. Weiss laughed sheepishly, before starting to cough again.

The elevator door slid open, and Ozpin's chair turned to face him. Qrow stepped out of the elevator, taking a sip from the coffee he had brought for Ozpin. Qrow stopped in front of his desk, setting the coffee mug down in front of Ozpin. Ozpin looked at it, slightly annoyed, before picking it up and sipping from it. Qrow crossed his arms.

"The candidate we chose, you're sure she'll get the job done?" he asked. Ozpin shook his head.

"Maiden's choose themselves, we're just presenting the opportunity to her. But yes, I do believe she will do her duty as a Maiden." Ozpin gently shook his cup in a circular motion, the coffee swirling inside.

"Why her?" Qrow asked.

"Out of all the candidates I sifted through, she seemed the best fit for the job. She's strong, talented, intelligent, caring, and from what I can tell, accustomed to loneliness. She's our best hope." He said.

"You think she'll be ready when we tell her?" Ozpin turned in his chair, facing the green windows of his office.

"She'll have to be."

And that's it! Like what I did in V2, there's gonna be a little pause in the main story with 4 original chapters (resolving some of the new plot threads introduced) before returning to the main plot, and then we get to get to the real fun parts of V3.