And here's the next chapter. A lot shorter than I thought it would be. And V5 is amazing, and I have no idea what I'm gonna do for the ending episodes of it :"D. Oh yeah, I'm having a cover image for this fic made and I recently received the sketch. It looks great and I can't wait to share the finished version!

Oh and for those curious as to why there is so much LGBT+ content in this fic ¯\_(ツ)_/¯. RWBY has LGBT+ content in canon, people who work on it are in the LGBT+ community, and so are a lot of fans. I just made the LGBT elements more prominent like I did the racism and abuse and mental trauma.

She lowered Penny's scroll, smiling as she collapsed it and handed it to her.

"Do you think she is going to like it, Yang?" Penny asked. Yang nodded.

"It was really sweet, Penny." She rested her hand on her hip. "Do you know what you want Ruby to get for your birthday? Er." Penny's expression fell. "Do you have a birthday?" Penny shook her head.

"Mr. Ironwood would give me gifts on the seventeenth of March but I do not remember the day that I was constructed. My father did not celebrate his or my birthday." Yang grimaced.

"Well that sucks." She pursed her lips. "Well March seventeenth is as good of a day as any. I'll make sure we throw you a birthday party next semester." Penny perked up.

"Really?" Yang nodded.

"Yeah! Weiss and I can plan it; I know she would love that." Penny threw her arms around Yang, squeezing her as she hugged her.

"Thank you, Yang!" Yang patted her on the head as she hugged her. Penny let her go and stepped back. "Now if you will excuse me, I have some business to attend to." Yang held back a laugh; a serious Penny was hard to take serious. Penny turned to the door and left the room.

Yang sat down on her bed, stretching her arms before flopping down. Weiss said she would be back from the library in a little bit. She rested her hand over her heart, sighing contently. Blake was out with Ruby, she would get to hang out with Weiss alone for the first time since the dance. Weiss just wanted to read, some type of research, but still, they would be alone together.

Yang smiled.


Ruby felt her scroll vibrate and stopped as she fished it out of her dresses pocket. Blake looked back at her as she opened her scroll. She smiled as she saw who the text was from; Penny. She opened the text; it was a video. The thumbnail was Penny was standing in front of their bookshelf in their room.

Do not watch this until your birthday was the next text. Ruby pouted, her thumb hovering over the video, curiosity killing her. Nah, she couldn't watch it now. It's not what she wants.

Ruby pocketed her scroll, looking up at Blake.

"Who was it?" Blake asked.

"Penny. She sent me a birthday video." Blake cocked an eyebrow.

"Isn't your birthday next week? After the tournament is over?" Ruby nodded.

"Yeah. She made it early." Ruby looked around them, at the various stalls. Nothing interesting. "What do you wanna do?" she asked.

Blake began to look around them at the various stalls, unsure, indecision on her face.


Ironwood dipped the cloth in the bottle of gun oil as he cleaned his pistol. He hadn't needed to use it in a while, but there was no need to let his equipment fall into disarray.

There was a soft knocking at his door, and he turned in his chair to look at the door of his quarters; Torchwick's guards hit the door harder than that. He reassembled his pistol, holstering it as he went to the door. He pressed the button, and the door slid open.

"Penny?" She was standing in front of the door, playing with her hands. She looked nervous.

"Hello, Mr. Ironwood. May I come in?" she asked. He nodded, stepping out of the doorway.

"Of course."

She entered the room, looking around, her eyes darting over the barren room. Penny hesitated before she sat on the bed, creating creases in the otherwise immaculate bed. She looked at the floor, her hands in her lap as she continued to play with them. Ironwood raised an eyebrow.

"Is everything alright, Penny?" he asked. Penny shook her head.

"Something strange has been happening to me, Mr. Ironwood." She interlocked her fingers, closing her hands. "After I see or think about certain things my head starts to hurt. And then I get…" She frowned. "They are like memories, only without the visual component. I can hear two voices talking about whatever it was that I was looking or thinking about. And once the 'memory' fades the headache goes away and I feel better." She took a breath. "I recognize one of the voices as my own." She looked up at him. "And the other voice is yours."

Ironwood clenched his jaw; was this possible?

"You must have been dreaming." Penny shook her head.

"No, Mr. Ironwood, I was very much awake. And my dreams are of cute things, like sheep or flowers or Ruby. My dreams don't bring me pain like those memories do." Penny cocked her head to the side. "Mr. Ironwood… what is wrong with me?"

He clenched his gloved hand, his jaw tightening.

"Penny. Has Doc-" he stopped, closing his eyes. "Has your father ever told you how you were created?" He opened his eyes. Penny eyes darted up, a finger on her chin as she thought. She shook her head finally. "You know that you were built to fight Salem, right?" She nodded. He took a deep breath. "Have you ever thought about where your soul came from?" She looked away, nodding.

"I know that I am the first synthetic humanoid to have an aura but…for a long time I wondered if my soul was real or just synthetic. But I know the answer to that now, thanks to Ruby and her friends." He swallowed, his body tense.

"Your soul belonged to a sick girl named Penelope Ironwood." Penny's body stiffened, her breath catching in her throat. She slowly looked over at him, her eyes widening, her jaw slowly dropping.

"M-my soul? It came… it came from someone else? It came from you're…" she closed her mouth. "I'm not a real person?" she shook her head, grabbing her head with her hands. "These memories are not mine? They are from this Penelope?" Ironwood looked down.

"Your body was being constructed to transfer the soul of a woman named Amber into it to battle Salem." He squeezed his eyes shut. "Penelope was precious to me; she was my only daughter. The only family I had left. And we needed to test that machine first. Penelope was dying, and I saw no other way to save her." Penny stood up, backing away from Ironwood, squeezing her head, shaking it, tears starting to run down. Ironwood stepped towards her. "Penny, those memories are yours. You are Penelope." Penny shook her head.

"No. No, no, no, no! My name is Penny Polendina! My soul is my own! I am real! I have to be real!" She looked up at him in disbelief. "You were going to use me, Mr. Ironwood. This body was built for combat? I was just a weapon?" He couldn't look into her eyes as he answered.

"Yes." He heard a sob. "But I decided against that, Penny. I couldn't do that to you. I couldn't make you join a fight you didn't understand." He stared at his gloved hand, the words spilling out. "You lost all your memories after you got that body, you saw Doctor Polendina as your father, I couldn't make you fight. I couldn't risk losing you again. I lied to Ozpin, I lied to all of them. We could find someone else, I wouldn't let my little girl get hurt again." He looked up at her. She was pressed against the wall, her held hands pressed against her chest. Tears ran down her cheeks but her eyes weren't red or puffy. She gently shook her head, and hiccupped.

"I'm not your little girl." She said. A sob wracked her body before she bolted, running past him, crying.

"Penny, wait!" Ironwood shouted. He tried to grab her, swiping the air as she ran past. She ran out of the room, her voice echoing from the hallway.

"Leave me alone!" she cried.

He ran to the door, watching her turn the corner and flee. He squeezed the doorframe, feeling something warm run down his cheeks.


Penny opened the door to the dorm, her body shaking as she walked in. Yang was on her bed. Weiss was at her desk, flipping through a book. She looked up from it, her eyebrows raising in surprise when she saw her.

"Penny? Are you okay?" Penny shook her head. Ruby wasn't here. She hadn't answered her scroll. Weiss' chair scraped against the floor as Weiss stood up. "What's wrong? You look sick."

"Do you know where Ruby is? I need to speak with her." Penny said, her voice unsteady. Weiss cocked her head to the side.

"She's down at the fairgrounds with Blake. Is everything okay between the two of you?" Yang said. She nodded.

"Yes. Everything is okay." She hiccupped. "Thank you,"

She gave them a polite nod as she left.


Ruby stopped, feeling her scroll vibrate in her pocket. She pulled it out, smiling. Penny was calling. Blake looked back at her as she answered the call. Ruby's body turned cold when she heard Penny crying.

"Ruby… Ruby are you there?" Penny asked, sniffing. Ruby nodded as she spoke.

"Penny, what's wrong?" Penny sniffed. She cried for a moment before mumbling something that she didn't hear. "Penny? Penny can you say that again?"

"I need you, Ruby." She hiccupped. "Please… please just come to the gardens. I need you right now." The line went dead and Ruby held out her scroll in front of her face, staring at Penny's contact picture, her heart thumping against her chest.

She pocketed her scroll as she ran, shoving people out of the way, using her semblance to boost her speed, dread coursing through her.


Penny paced back and forth, playing with her hands, her cheeks wet. She perked up at the sound of Ruby crashing through a bush, breathing hard. Ruby stumbled out of the bush, leaves and flowers stuck on her clothes as she got up.

"I came as fast as I could? What's wrong?" Penny embraced her, Ruby gasping in surprise before wrapping her arms around her. Penny buried her face in Ruby's shoulder, closing her eyes as the tears ran down.

"Please… just hold me. Tell me that I'm real. That I am a person." Ruby held her close, stroking her hair.

"You're a real girl, Penny. Nothing will ever change that." she said. Penny hiccupped, Ironwood's face appearing in her mind. She shook her head, burying her face further. Ruby stopped stroking her hair, gently rocking them as they hugged. "What brought this on?" Penny shook her head.

"I can't tell you." Ruby's embrace was so gentle.

"Okay." Ruby said. Penny felt Ruby's shoulder move, and felt Ruby's lips press against her hair. It lasted a moment before Ruby pulled back, resting her head on Penny's. "I can't say it's the same thing, Penny, but I know what it feels like to not feel like you're real. Like your body was made wrong. But you are real, Penny. We both are." Ruby's grip tightened. "I love you, Penny. Don't ever forget that."

Penny sniffled, letting Ruby gently rock her, the breeze gently blowing around them as they stood in the gardens.

And that's it! This chapter and the next two are a bit of an experiment that I hope comes out okay.