Hey guys, back with another chapter. Thank you all for the great reviews. I am so happy I have so many people enjoying what I'm writing. Every time I write a new chapter I read it over for mistakes and quality and sometimes I feel disappointed with myself in what I write, but then you guys say it's a "good update" or "keep up the good work" and I feel picked up. So again.

THANK YOU ALL!

Oh, and while I'm here, can I ask a favor? If you know someone who puts drawings on Pinterest, can you ask them to draw a Wolf Faunas Izuku for a story cover and send me the link.


-Professor Port's Class-

Weiss stared at the clock on her desk as the teacher went on another ego stroking tirade. The clock remained on 3:59 no matter how much she stared at it. This lead to her being unaware that Jaune slid next to her until he spoke, making himself noticed.

"So, Weiss, I was uh, thinking that maybe after this class we could go and get a bite to eat somewhere?" He asked her, but she gave no answer and continued to stare at her clock.

He saw her response, but he persevered and tried again. "And I, uh, got two tickets to go see that new Spruce Willis movie if you want to make the trip to Vale. I've kept hearing it's awesome!" He still received no answer from Weiss.

"And, uh, maybe afterward we could just go and study together? I mean you're super smart and I'm... well you know." He said gesturing to himself.

The clock turned four and the bell rang. "And then I-oh." Port heard the bell go off. "Timed that one wrong I guess. Well, the stunning conclusion to this story will have to wait until next time!"

"Weiss, did you hear me?" Jaune asked as the heiress stood up and grabbed her scroll from her desk.

"No, no, no, and yes." She answered his questions in order. Dejected, he slammed his head onto the desk as the other members of Team RWBY passed by.

"One day." Yang told him fluffing his hair. Team SMKE followed after shortly.

"Move on." Shouto deadpanned.

"Maybe next time lady killer." Mina said cheery. Bakugo just tch'd and kept going.

"Just raise your head like a man and you'll be fine." Kirishima encouraged patting Jaune on the back. This seemed to bring Jaune out of his funk as he got up with a smile and joined the rest of his team.

"Jeez. You would think he would have given up on Weiss by now." Ochako said from her Team's spot at the back of the classroom.

"He has a right to pursue a relationship with Weiss just as much as any other man." Tenya said. Although he did have a tick mark on his forehead.

"Well, we should get going. Ribbit. We have to get ready for tonight." Tsuyu said as they left the class.


-Team RWBY's Room-

Inside Team RWBY's room we find the girls changing into different looks for the night.

"Ugh, I thought that class would never be over." Blake complained.

"Alright, now the investigation starts now!" Ruby declared as she jumped off the bed to the floor.

Her new outfit consists of a long-sleeve, light gray shirt with black belted cuffs near the ends of the sleeves. Over top of the gray shirt is a black pinafore with two vertical lines of red stitching that resemble the lacing on a corset. She wears a red skirt with a large black print of her emblem on the side and matching black tulle underneath. Her stockings and shoes remain the same as her Original outfit, though the boots lack the red trim that decorated the top. A few pieces of metal arranged in an abstract shape are attached to the shoulder of her left sleeve, and her cloak's hood has been wrapped around her neck in a scarf-like fashion, while the rest hangs down like normal. She called this outfit Slayer.

"I'm so glad we're taking this seriously." Weiss sarcastically said.

Her clothes are a white, double-breasted jacket with black piping, cuffs and buttons over a white, pleated full skirt with black lace trim. She also wears a pair of white, thigh high boots with black heels and lace-topped black stockings. She called this outfit Snow Pea.

Blake herself has a white, V-neck, zip-up crop shirt with a black hem and three-quarter sleeves. Her emblem is printed in off-white on the left side of the shirt. She wears black pants that have a vertical gray stripe on the outer side of each leg and a black belt. Attached to the rear of the belt is a black piece of fabric that covers her from hip to hip. Underneath this is a longer, translucent, purple piece of fabric. She also wears black high-heel boots with two straps and buckles and purple undersoles, reaching to mid-calf. She retains the black ribbons on her forearms and her black bow. Her outfit is called Intruder.

Yang's outfit consists of a deep-collared cream vest worn over a low cut black shirt; both are covered by a dark gray shrug with a raised collar, three-quarter sleeves adorned with a single black stripe down the outside of each sleeve, and gold cuffs. A black miniskirt is worn under the cream vest. A pair of crooked black belts with gold accents are slung around her hip, with a purple piece of fabric attached to the left-rear section of the lower belt. She wears thigh high stockings attached to her miniskirt by garter-belts on the front and back of each thigh, decorated with four golden studs above her knee and her emblem on the outside of each thigh in gold. She also wears black ankle boots with multiple buckles and white ribbons on the back tied in a bow. Around her neck is a purple pendant set in silver. Her outfit is called Hunter.

A rhythmic knock came at the door.

"Who is it?" Yang called.

"It's us." A voice that sounded like Izuku's said.

"Can someone tell me how, when we had a head start getting out the classroom by at least a minute before them, did they finish getting ready and get to our door by the exact same time we got finished getting ready." Weiss asked incredulously.

"Plot convenience maybe?!" Yang said looking straightforward. Wait, what?

"Come in you guys." Ruby said.

The door opened and in came Team TOTM in their own new outfits.

Tenya was wearing a simple blue with white stripes tracksuit with Ingenium on. He didn't really settle on the idea of giving it a name like the others, but he went with it and called it Runner.

Ochako had her hair tied up into two twin tails on the sides of her head using black ribbons whose ends dangled around her cheeks. She was wearing colors she usually wouldn't wear. She wore a dark green crop top that went down lower to cover up her belly button. She had black detached sleeves that were worn on her forearms. For bottoms she was actually for once wearing a skirt outside of her uniform for once, it was black with green lines running down the sides that came down to above her knee. Her knee-high pink boots were replaced with black ones that came up to cover her calf. Broken Moon was attached to her belt on the back of her skirt. She was more than happy to call this ensemble Green Friends.

Tsuyu was wearing a tight blue long sleeve shirt; the front of it had a grey semi ovular design with black lines dancing across the center like the under belly of a reptile. Her shorts are black and have Rainy Season wrapped around it in its belt form. Her boots are the same from her usual outfit to accommodate for her frog feet. The biggest change she had were the large orange triangular shaped Sunglasses she wore on her head. She named it after someone special to her, Mongoose.

Izuku's outfit was probably the closet to his usual one out of all of them in terms of types of clothes. He wore a light jade green jacket with white lies running down the sides and in the middle towards the abdomen region if it was zipped up. Under it he had on a white shirt with the kanji for "Green eyed Wolf". His black jeans were replaced by his casual blue ones and still had his red utility belt on it. He still had on his usual red shoes. And lastly his black with green highlights fingerless gloves weren't on anymore, he instead had white fingerless gloves with blue lines running down from the knuckle of his index and pinky finger and ran from there to the center of his wrist. Devotion rested in its twin axe mode in his holsters for it. This outfit is called Alpha.

"Alright now that everyone is here, we can begin the mission." Ruby said.

"I'm so glad that you are taking this seriously Ruby." Tenya nodded.

"That's what I said." Weiss declared.

"Well, we do have a plan." Yang said back. "That's... moderately serious."

"Right." Ruby nodded to her sister. "Everyone remember their roles?"

"You, Ochako, Tenya and I will head to the CCT and check the Schnee records for any other Dust robberies or inconstancies." Weiss said.

"I'll also look into my own family company records to see if anything similar is happening to them. From these two things we can see if there is any discernible pattern." Tenya stated his role.

"Correct. And seeing as we are both the heirs to each company, it shouldn't be a too much of a problem." Weiss finished.

"The White Fang has regular faction meetings to hand out orders and recruit new members." Blake said as Izuku and Tsuyu walked over to stand next to her. "If me and these two can get in, we can hopefully find out what they're planning."

"And if that doesn't work, we just get out of there. No harm no foul." Tsuyu stated.

"I've got an old friend on the shady side of town that typically knows everything going on in Vale." Yang bragged with her arms crossed. "Getting information out him shouldn't be to hard."

"Great." Ruby said in approval. "We'll meet up near Yang tonight to go over what we learned. Let's do this!"

"Yeah!" A new voice said from the open window, they all turned toward the window to find Sun hanging upside down with a smile on his face.

"Sun!?" Blake asked as they all jumped backed.

"How did you get up there?" Yang asked.

"Oh, it's easy. I do it all the time." Sun stated.

"You do what!?" Weiss asked frightened.

"Pervert!" Tsuyu said covering what little skin Ochako's outfit showed before sending her tongue out to slap him in the face. He lost his grip with his tail on the branch and reach out quickly to grab the window sill before he could fall down the four-story fall.

"No no no! Not like that! I mean I climb trees all the time." He hastily explained before climbing through the window. "So, now that that's out of the way, are we finally getting back at that Torchwick guy?" He asked as he rub the place Tsuyu slapped him. Damn did it sting!

"We are going to investigate this situation, as two teams of students." Blake emphasized, pointing to the group behind her.

"Sorry, Sun." Ruby said. "We don't want to get any friends involved if we don't have to."

"It's also so we have fewer chances of anything happening to happen to us if we have fewer people with us." Tenya added.

"Pff that's dumb." Sun scoffed. "You should always get friends involved. That's why I brought Neptune."

The group, RWBY in the front, TOTM in the back, looked out the window to see the bluenette leaning his back against the wall, standing on the ledge.

"Sup." He turned and said to the group.

"How did you even get up here? Ribbit." Tsuyu asked.

"I have my ways." He said showboating. And then he looked down and pressed his back further into the wall in a sign of fright. "Seriously though, can I come in? We are like, really high up."

"Alright." Ruby spoke up as Neptune got himself inside. "My group is fine with the numbers we have. Sun, you can go with Blake's group. And Neptune, you can go with Yang, since she doesn't even have a partner yet." The hooded girl pushed the bluenette across the room. As he passed by Weiss, he winked at her. "Everyone okay with the new plan?"

"Actually Ruby. Why don't you go with Yang? I mean she is your sister." Weiss said.

"Well, Weiss who would Neptune go with?" Ruby asked.

"Well, I guess Neptune could come with us." Weiss suggested.

Ruby pondered for a moment. "Pft. Nah, let's go." Ruby agreed and pulled the heiress out of the room, followed by their other two.

"Bu- But-." Weiss tried to argue as she was pulled along

Thank you so much for that Ruby. Tenya said in his thoughts out of pity jealousy.


-Cross Continental Transmit Tower Plaza-

"Wowwww! I always forget how big the transmit tower is up close." Ruby stared up at the massive structure with wide eyes and a huge smile.

"It's so big. I always forget how big things are when you get close to them too." Ochako said with as wide eyes and as wide of a smile as Ruby.

"You two should see the one in Atlas." Weiss bragged.

"That was the first one built right." Ochako asked.

"Indeed. As the largest of the four towers it is one of Atlas' largest tour sites. And since it was the first one built it has more room and power than all the other three combined." Tenya lectured as the four walked along the path. "It was mainly built to help after the Great War."

"Correct." Weiss nodded. "Atlas developed the Cross Continental Transmit system to allow the four kingdoms to communicate with one another. It was their gift to the world."

"Ooo, look at me." Ruby mocked the heiress. "My name is Weiss."

"My name is Tenya." Ochako joined in. "I know facts."

"I'm super rich." Ruby ended it there. She and Ochako shared a giggle.

"That was not funny so don't be pest you two." Weiss snapped back at the two other girls. "Besides, the only reason we're here is because you guys wanted to see the tower so much. We could have just as easily made a call from the library. Or you two could have gone with Yang instead of Neptune." Tenya's face irked slightly at mention of the other blue haired man.

"I know, but the tower is so cooool." Ruby said back. "Oh! I'm gonna take a picture." She pulled out her Scroll, only to have it fall out of her hands and bounce along the ground until it was stopped when it hit someone's leg and a hand picked it up. The person was revealed to be Penny.

"You dropped this." Penny said holding the Scroll.

"Penny!?" Ruby asked shocked as the group stared in confusion.

"Aah." Penny sounded out awkwardly and nervously.

"Where have you been!?" Ruby said.

"We haven't seen you since that night at the docks." Tenya said.

"Did something happen to you? Are you alright?" Ochako asked cupping Penny's hand with her own.

"S-Sorry." Penny said. "I think you must have confused me with someone else." She hiccupped, and the Scroll flew into Ruby's hand. "I, uh... have to go!" She pulled her hand from Ochako's hand, turned around and walked away.

"What was that all about?" Tenya asked confused.

"I don't know, but I'm going to find out." Ruby declared. "Come on, Ochako. Let's go!"

"You guys can make the call without us." Ochako said following after Penny and Ruby. "We'll meet up with you later!"

"Hey, wait! We can't be sidetracked from our objective." Tenya cried out as the other girls got farther away.

"Ugh. Let's just... get this done. We can yell at them later for it." Weiss said and the two walked into the tower.

Back with the other two, they currently caught up to Penny by running down the stairs after her. "Penny, where have you been?" Ruby asked as she and Ochako caught up to her side. "It's been weeks since we've seen you!"

"I'm afraid that you're still confused. There seems to be a misunderstanding." Penny said before walking down the last four steps.

"What?" Ruby asked confused for real. She slid down the railing while Ochako jumped down the last four steps.

"Penny, is everything okay?" Ruby asked. When her question went unanswered, she grabbed the other girl's wrist. "Penny, please, stop!" Her friend looked over to the both of the girls. "Look, I don't know what's wrong, but you have to listen to us."

"Those guys we fought from the docks, we think they're up to something big, something bad." Ochako jumped in.

"We need you to tell us what happened to you that night." Ruby begged. "Please, as a friend."

Penny sighed before glancing from side to side. "It isn't safe to talk here." She whispered to the both of them.


-CCT Lobby-

Weiss and Tenya walked to the elevator and the doors closed.

"Hello, and welcome to the CCT." An automated voice spoke. "How may I help you?"

"We'd like to go to the Communications Room, please." Weiss requested.

"Absolutely." The voice said back. "Could you please place your Scrolls on the terminal to verify your identities." The two pulled out there scrolls and held it up for the system to scan. "Perfect. Thank you, Miss Schnee and Mister Iida." The two turned to the door. Weiss saw her expression in the metal door of the elevator and she tried to smile, but then she stopped and frowned. This led to her to keep smiling before frowning and trying to smile again. Tenya's eyes wandered to Weiss and saw her trying to make expressions.

"What are you doing?" He asked.

"Practicing my smile." She explained. Weiss said before turning back to face the door. Tenya knew what was wrong and reached out his hand to place on her shoulder.

"Are you going to be alright Weiss?" Tenya asked without any hidden concern. "I know you probably don't want to make this call. If you want, there is probably anoth-."

"I'm going to do it. It is what my team needs of me, so I'll do the adult thing and go through with it." She snapped at him angrily.

Tenya looked hurt as he let go of her shoulder. "I'm sorry."

Weiss saw the expression on her best friends face and instantly forgot her anger and instead felt guilt. "No, I'm sorry. You were just trying to help, and I snapped."

"It is no big deal. I know there is a chance you might have to talk to him, but just don't worry okay." Tenya squeezed her hand encouragingly.

The elevator stopped, and the door opened to the Communications Room. People all around the room where on terminals, talking to people they knew personally or knew for business only. The two walked over to the receptionist's desk as a hologram of a woman appeared.

"Welcome to the Beacon Cross Continental Transmit Center." The female hologram said with a smile. "How may I help you two today?"

"I need to make a call to the Schnee Company world headquarters in Atlas." Weiss requested.

"And I need to make a call to Iida Armors world headquarters in Atlas as well." Tenya also requested.

"Absolutely." The hologram pressed buttons on her screen. "Ms. Schnee, if you could make your way over to terminal three, I'll patch you through. And Mr. Iida, if you could make your way to terminal 15, that would be great."

"Thank you." Both said as they walked over to their designated terminals.

-Weiss POV-

"Thank you." She said as she left Tenya to go to her terminal. On her way there she heard conversations from the people talking with their out of town family.

Weiss made it to her terminal and sat down in the chair before taking a deep breath and sighing. After she was done the screen lit up with the face of a woman with shoulder length orangish-light brown hair and light blue eyes.

"Thank you for contacting the Atlas- oh." The receptionist started before looking up at Weiss. "Miss Schnee, good afternoon. Would you like me to patch you through to your father? I think your sister Winter might be here as well."

"No need to do that." Weiss said back. "I was actually wondering if you could get me some files for me." She reached into her pocket and pulled out her Scroll. "I have already compiled a short list here." She placed it in a slot on the keyboard, letting the copy be sent to Atlas.

"I see..." The woman on the other side of the call said. "If you don't mind me asking, what may I ask are these for?"

"A project for school I'm working on." Weiss lied through her teeth with a smile on her face.

"Hmm..., there are some rather sensitive documents on this list, ma'am." The woman said.

"Well, I'll be sure to treat them with care. And if I don't then Tenya will, because he is my partner for this project." The heiress lied again.

"Right... Mr. Iida is a dependable person." The woman nodded. "Very well, the data is being transferred to your Scroll now."

"Wonderful, that will be all." Weiss said.

"Are you sure you don't want me to patch you to your father before you go?" The woman asked again.

"Yes... I'm sure..." Weiss said.

"Okay, then. Have a nice day." The woman smiled before shutting off the transmission, leaving Weiss with her to frown at her reflection.

-Tenya POV-

"Thank you." He said as he left Weiss to go to his terminal.

He got to it and sat down and waited to be patched through. It took fifteen seconds to pass before the screen lit up with life and the image of a middle thirties man with brown hair, green eyes and some chin stubble.

"Thank you for contacting the Iida Armory Headquarters, how may I-." The man started before looking up. "Oh, Mister Iida, good afternoon. If you are calling for your brother than I have to apologize, but he is out right now."

"I will admit I wanted to see how well he was doing, but that is not why I called." Tenya said. "I was actually wondering if you could check this list I have here and see if anything on it applies to our company." He reached into his pocket and pulled out his Scroll. "And if so, please send me a copy of it." He placed it in a slot on the keyboard, letting the copy be sent to Atlas.

"Alright!" The man on the other side of the call said. "What are these for?"

"A project for school I'm working on with miss Schnee." Tenya said using the lie they had prepared for when the questions came.

"Sir. The first few documents you have requested in concern to our company are safe, but the last few things you asked me to look up here are a bit concerning considering your bro-." The man said before being cut off by Tenya's hand.

"I just need them for my project." The speedster lied.

"Right." The man nodded. "Data is being transferred to your Scroll."

"Thank you, that will be all for today." Tenya said. "Have a good day sir."

"Have a nice day." The worker smiled before shutting off the transmission.

Tenya looked around to see if there was anyone near him before pulling up the documents on his scroll. He skipped over the first few before he came to the last one. It was a set of multiple pinpoints on a map of Vale. It looked like a simple map and all. But each of these markers contained something special for Tenya, because it gave him an idea of where the next marker would be.

"I'll live long enough to see you put in the ground!" He quietly and angrily declared. He closed his scroll and left his terminal to go and find Weiss.


-Downtown Vale at a Café-

Penny stood outside the café, nervously looking around. She felt a hand on her shoulder and jumped before she turned to see Ruby and Ochako. The three smiled before they started to walk down the street and talked about the night at the docks.

"I really wish I could help you two, but I don't know anything about those men." Penny said.

"Can you tell us what happened to you that night?" Ruby asked. "We were all together, and then you just disappeared on us."

"Were you kidnapped!?" Ochako still had her concerns.

"No! Nothing like that." Penny shook her head.

"So then where did you go?" Ruby insisted.

"Oh I've... never been to a different kingdom before." Penny confessed. "My father asked me not to venture out too far, but..." She looked up at the girls who now wore worried faces. "You have to understand. My father loves me very much. It's just that he worries a lot."

"Believe me, I know the feeling." Ruby said.

"Same." Ochako added. "But why didn't you let us all know you were okay? I was worried sick about you."

"I... was asked not to talk to you two." Penny confessed. "Or Weiss, or Izuku, or Blake, or anybody really."

"Was your father that upset?" Ruby asked.

"No." The bow wearing girl said. "It wasn't my father..."

"The AK-130 has been the standard security model for Remnant for several years." All three looked around the corner to a mob of people gathered, staring at a hologram of General Ironwood and the grey colored threatening robots he mentioned. "And they have done a fine job, wouldn't you agree? I mean wouldn't you all agree?" The crowd applauded as the robots bowed in response.

"However, Atlas is a kingdom of innovation!" The hologram said once the crowd stopped. "And 'fine'? Well, that's just not good enough for us." The containers behind the Knights opened and new robots kicked down the ones in front of them. They were white and humanoid in shape, but they were more a black skeletal system covered in various pieces of armor. "I give you, the Atlesian Knight 200!" The crowd started cheering again. "Smarter, sleeker, and admittingly, a little less scary." He spoke as the robots behind him started doing several different poses. "These models will become active later this year, but they won't be alone. Now, the Atlesian Military has always supported the idea of removing soldiers from the dangers of the battlefield."

"Either that or showing of their little tinker toys." Ochako said with disdain.

"However, there all still many situations that undoubtedly require a more human touch." The hologram continued.

"Guys..." Penny started, as the scythe wielder stared in awe and Ochako just watched.

"So, our kingdoms greatest minds, in cooperation with both the Schnee Dust Company and Iida Armors, have come together and are proud to introduce, the Atlesian Paladin!" The general's hologram faded away and was replaced by a hologram of a massive two story tall mech suit with several large guns that looked like it came straight from a video game. (A/N: You all know the one.)

The crowd went wild with applause. The hologram faded before the General replaced it again. "Now we couldn't get any here for you today, but these Mechanized Battle Suits will be defending the borders of our kingdoms within the year!"

"Whoa..." Ruby stared.

"Suuure. I mean, why support men and women who spend their lives training to protect the four kingdoms and all the people living in them when you can support a multi-billion-dollar robot army that takes work from those people. Am I right?" Ochako asked with sarcasm.

"Maybe we should go somewhere else?" Penny asked as she backed away. She noticed two soldiers pointing at her before she turned and ran away.

"Penny?" Ochako asked.

"Wait! Where are you going?" Ruby shouted after her. The two looked at each other before looking back at the soldiers to see them running in their direction before they chased after Penny. The three girls turned right down an alley way.

The two soldiers came around the corner. "Down here, she went this way."

The girls ran past a street and looked back to see a car hit a soldier, forcing the other to go alone.

They looked forward and saw a pile of crates on a scaffold. They looked to each other and nodded, telling the other they had the same line of thought. Ruby took out her scythe and sliced a beam, sending the crates to the ground. Ochako grazed her fingers along the ground causing the boxes to float, blocking the soldiers view of them.

Both rounded a corner and chased after Penny before they jumped on the wall and ran. When they were near Penny, Ochako grabbed onto Ruby as she jumped on the wall beside Penny and grabbed her.

"This way!" Ruby shouted before activating her Semblance, letting the three sped down another alley, Soon, Ruby couldn't keep up her speed and they all hit the ground fast. Luckily, she dropped Ochako in the alley, Penny on the sidewalk, before rolling onto a street. Well, Shit!

She sat up, a truck honked behind her. Seconds before any impact could be made, Penny pushed her out of the way and stopped the truck with her bare hands and the ground beneath her cracked, and the the truck lifted itself slightly on her hands, before landing back down on the ground and the driver looked down in shock.

Ruby and Ochako watched in shock. "Penny!" They both whispered.

"Are you okay?" Penny asked the driver, who nodded.

The driver turned out to be the owner of Dust till Dawn, who nodded. "Uh huh."

She took her hands off the truck and turned to Ruby. A crowd gathered around them, wondering what had happen and if everyone there had been alright. Not wanting to be in the spotlight, Penny ran past Ruby.

"Penny, come back!" Ruby shouted as she and Ochako ran after her. Back at the scene, the two soldiers from earlier were looking around at the commotion caused and we're looking for Penny.

Penny by accident ran into a dead-end alley and silently scolded herself as she looked for a way out. "Uh,… um."

The two girls caught up with her. Ruby called out to her first. "Penny! Please! What is going on!? Why are you running?"

"How did you do that!?" Ochako said waving her hand back towards the scene.

"I-I can't! Everything is fine!" She said before she hiccupped. "I don't want to talk about it!" She hiccupped again before covering her hands in her arms around her chest.

"Penny, if you can just tell us what's wrong, we can help you!" Ruby said.

Penny turned away from the two. "No, no, no, you two wouldn't understand!"

"At the very least let us try." Ochako said. "You can trust us!"

Penny turned around and walked up to them. "You two are my friends, right?" She asked. "You both promise you're my friends!?"

"Of course, you are our friend." Ochako nodded.

"We promise." Ruby added.

Penny held the palms of her hands up and toward her face as she looked down at them. "Ruby. Ochako. I'm not a real girl..." Penny said and held her hands out, letting them see metal plates and bolts under her skin.

"Oh..." Both girls said staring at her hands.

Ruby spoke after a few seconds of silence. "Penny, I- I don't understand."

"Most girls are born..." Penny started to explain. "But I was made... I'm the world's first synthetic person capable of generating an aura." She looked down at her hands in sadness. "I'm not real."

"Of course, you are." Ochako said as she took one of the girl's hands into her own.

"But earlier you said that-" Penny started.

"Penny, what does one need to produce aura?" Ochako cut her off with a question.

Penny just looked confused. "What does that have to…"

"What does one need to produce aura?" Ochako asked her again.

Penny held her chin in thought with the hand not being held by the other girl. "Well, Aura is when a Huntsman, or Huntress, or anyone with their aura unlocked produces an outward force from their soul to do ma-"

"Exactly. Those things were tinker toys and last time I checked, you're not. You are being able to produce aura means that you have something none of them have. A soul. A spirit" Ochako cut her off. "They don't have that spirit, they don't understand good from bad, they don't go seeking friends like you do. You are not a thing. You are Penny Polendina, and you are our friend."

"She's right." Ruby added taking the other hand. "You think because you have nuts and bolts instead of squishy guts makes you any less real than us?"

"I don't um..." Penny mumbled before leaning to look at the two. "You're both taking this extraordinary well."

"You nothing like those things we saw back there." Ruby said. "You have a heart and a soul! We can feel it."

"Ohh!" Penny grabbed the two girls and wrapped them in crushing hug. "You two are the best friends anyone could ask for!"

"I could see why your father would want to protect such a delicate flower." Ruby said while muffled by Penny's arm.

"Oh, he's very sweet." Penny said as she ended the hug. "My father's the one who built me. I'm sure the two of you would just love him."

"Wow, he built you all by himself?" Ruby asked impressed.

"Well, almost. He had some help from Mr. Ironwood." Penny confessed.

"The general?" Ochako asked. "Wait, is that why those soldiers were chasing you?"

"They like to protect me too." Penny smiled.

"Pfft. They don't think you can protect yourself?" Ochako asked once again gesturing back to the scene from earlier.

"They don't think I'm ready for it." Penny said. "One day, it will be my job to save the world. But I still have a lot left to learn. That's why my father let me come to the Vytal Festival. I want to see what it's like in the rest of the world, and also test myself in the tournament."

"Penny, what are you talking about?" Ruby asked confused.

"Yeah. Save the world from what?" Ochako added. "We're in a time of peace."

"That's not what Mr. Ironwood said." Penny said back.

"Check down there!" All three turned as the sound of one of the soldier's voice came into ear shot.

"You two have to hide." Penny grabbed the two and lifted them over her shoulder.

"Gah, Penny what are you doing?" Ruby asked flailing in the air.

"You don't have to go with them, we can help you!" Ochako's words went unheard as Penny threw them both into an open dumpster.

"It's okay you two." Penny said, grabbing the cover. "They're not bad people. I just don't want you two to get in trouble. Just promise me neither of you will tell anyone about my secret, okay?"

"I promise." Ruby said.

"Me two." Ochako nodded. Penny closed the lid as the soldiers came running. The girls inside cracked it open to get a glimpse of what was happening.

"Salutations, officers!" Penny saluted the two soldiers.

"Why were you running from us?" One asked. "And what happened to those other girls?"

"What girls?" Penny asked. "I've been by myself all day." She hiccupped, confusing the soldiers.

"You shouldn't cause such a scene." The first said to her.

"Are you okay?" The second asked.

"Just a scratch." Penny said, showing them her hands.

"Penny... Your father isn't going to be happy about this." The first said. "Please, just come with us."

"Yes, sir." Penny nodded and the three walked away, leaving the two alone in the dumpster. The two of them just sat there quietly. That was until a rat ran across Ruby's boot causing them both to scream and drop the lid on their heads.


-Another part of Vale

Yang pulled Bumblebee in front of an entrance before coming to a stop. The sign said "The Den!" She took off her helmet and gave her hair a few tosses.

The blonde nodded to the building. "C'mon. My friends right in here." She got off her bike.

Neptune's face and hair gave a very suggestive thought. "Cool..." He muttered before shaking his hair back into place. "And where is here?" He asked before he got off.

-Inside The Den-

The club's owner, Junior, was standing behind the bar looking around his newly reopened club. He himself was exceptionally tall. He has gray eyes, short black hair, along with a matching beard and mustache. He wears a black vest over a white dress shirt, a red tie, black gloves and black dress pants.

All was going well until he saw two men in black suits with red ties and sunglasses running through the massive door to the club and closed the door behind them.

"What are you two idiots doin?" He asked from his spot at the bar.

Neither of them got the chance before an explosion took place and the two men were sent flying. As the dust settled and the sound of club music roared, Yang walked through the now open door.

"Guess whose back!?" She asked. And after that, soon about every gun in the club were pointed at her. As the music started skipping over, she opened her eyes and glared at DJ, who pulled the needle off the record.

"Yeah. So, could you define the word friend for me." Neptune popped up behind her left, shifting some of the guns to him.

"Stop! Stop! No one shoot!" Junior said as he forced his way through the gun men. "Blondie, you're here. Why?"

"You still owe me a drink. Remember?" Yang said as she walked forward and pulled the man towards the bar. "Strawberry Sunrise with no ice, if you please. Oh, and don't forget the little umbrella."

"Whoa... What a woman..." Neptune said before looking over at two other girls, one in white, the other in red. "Sup?"

Both girls rolled their eyes and walked away. "Hmph. Whatever." They both said in sync with equal amounts of sass.


-White Fang Recruitment Meeting-

Blake ran her fingers along three claw marks on the wall before looking around a corner. Two Faunus walked over to a third, who waved them in. "This is it."

"You sure?" Sun asked, making her glare at him.

"Just take her word for it." Tsuyu said as Blake took off her bow and the four of them walked forward.

"New recruits, to the right." A member directed the two from before as the other three walked behind them.

"I don't get this." Izuku said holding his mask. "I get if you wear a mask when you try robbing a store. But if you believe what you're doing is right, why not show your face to the world?"

"The masks are a symbol." Blake explained. "Humanity wanted to make monsters out of us, so we chose to don the faces of monsters."

"Grimm masks? That's kind of dark." Sun said.

"So was the guy who started it." Blake said back before turning around and walking away, putting her mask on at the same time.

"It's always sunshine and rainbows with her, isn't it." Sun mumbled to Izuku.

"Sun, shut up for a good minute why don't ya." Tsuyu said putting on her mask, they followed her, putting on their masks as well. The group was guided into a large warehouse of other Faunus, some new recruits in normal clothes on the right, and some older members in traditional white fang outfits on the left. In front of all of them was a stage and a large curtain. On the stage was a larger member with another Grimm mask that covered his whole face.

"Thank you all for coming here." The man on the stage spoke. "For all of you who are joining us for the first time tonight, I would like to introduce you to a very special comrade of ours." On the other side of the stage, Roman Torchwick stepped out from behind the curtain. "I can assure you, he and his colleagues are the key in obtaining what we have all fought for, for so long."

"Thank you! Thank you!" Roman said. "Please, hold your applause."

The audience gave him a less than warm welcome with all their shouts and glares felt from beneath their masks.

"What's a human doing here!?" A girl with deer horns on her head shouted.

"So glad you asked, deerie." Roman said back. "Look, I'll be the first to admit it, but humans are just the worst. Case in point." He pointed to himself. "So, I understand why you would all love to see us either locked up in cages, or better yet killed. But, before anyone takes out their claws..."

"Is he going somewhere with this?" Sun whispered to the others.

"...mention the fact that all of us have a common enemy." Roman looked out to the crowd. "They're the ones in control, the people pulling the strings, the dirty, corrupt humans that run our kingdoms. And if you don't want to take my word for it. Please take it from one of our new partners in crime." He said pointing over to the side of the stage opposite of where he came from.

A new person walked up onto the stage. He is a pale and skinny man with messy light blue hair. The top of his head had two wolf ears in the same color as his hair. The right one had a bullet hole through it. His clothing features a featureless black V-neck shirt that exposes his collarbone, a black trench coat over it, black pants, and red hi-top sneakers with no socks. The most distinguishable feature about him was that he was wearing a Grimm mask too, but it wasn't a simple face mask, it was a Grimm's bone armored hand with his blood red eyes peeking through the fingers.

"Hello there. I am Tomura Shigaraki." He turned toward Roman. "And you're right. Why listen to a human when they want a faunas who can relate to them?" He turned back to the crowd. "Government. Military. Even the schools, all of them are at fault for our lot in life. They preach justice and peace, yet they do nothing but hate and attack on us at any given time they see fit." The crowd started to agree with him. "And they call themselves the heroes of our time. They say that they'll always come running to help." He took of his mask and showed his face. The skin around his eyes is very wrinkly with a scar on his right eye. His lips are dry, cracked, and uneven with another scar on the left side of his lips. "Where were they when you needed them the most. Huh? Can anyone here answer that question?" He put his mask back on. "I personally want to make it my goal to cause enough destruction to show them just how fragile their so-called justice is. That is my conviction."

Roman took it from there. "Well-spoken partner. They are nothing but pests that need to be dealt with. Luckyly for you, we happen to the best exterminators in this town. No offense to any rodents in the room."

He snapped his fingers and the curtain fell, revealing two Atlesian Paladins like the ones shown earlier, decorated with the White Fang emblem. The crowd saw this and went wild with support.

"Those are Atlesian Paladins. I read an article about them." Izuku said nervously.

"Those are some big robots." Sun just as nervously said.

"How did he get ahold of them?" Blake asked her partners.

"Seems too convenient if you ask me." Tsuyu said.

"As I'm sure many of have heard, these bad boys here..." Roman banged his hand against one of the robots. "... Are Atlas' newest line of defense against all the things that are bad and scary in the world. And thanks to my employer, we've managed to snag a few of them before they, uh, hit the shelves. Now, many of your brothers have moved to our operation down in the southeast. If you want to stay here in the city, that's okay. But if you are ready to fight for what you believe in, this is the arsenal we can provide you. Any questions?"

The crowd shouted and cheered at the human, this time in joy and support, and to Tomura next to him. "We'd better get out of here." Blake told the others.

"Will all new recruits please come forward." The man from before spoke requested and the new members did that.

"Welp." Sun said as only he, Blake, Izuku and Tsuyu stood still and everyone passed them.

"We're screwed." Izuku said with Tsuyu style bluntness.


-The Den-

"I don't know." Junior answered after he slammed the glass down on the bar top.

"How could you not know?" Yang asked, annoyed with her arms crossed over her chest.

"I haven't talked to him!" He shouted back. "I haven't even seen him since the night you first came in here! He paid up front, I loaned him my men, and none of them ever came back." He stood up and looked Yang in the eyes.

"So, where did they go?" Neptune asked, making Junior look at him.

"What kind of stupid question is that!?" He asked the bluenette. "They never came back! Who is this guy!?"

"Don't worry about him." Yang said, pushing Neptune back. "Worry about me if I don't get the answers I want!"

"I've already told you everything I know." Junior growled out. "Torchwick hired my boys, and I guess he wasn't happy with them. Which is something I can relate to!" He shouted, letting all his men hear him.

"Come on, Neptune. We're leaving." Yang turned around and led the bluenette out of the bar.

"Did we get everything we need?" Neptune asked.

"Well, we got everything we can..." Yang answered. "Hopefully the others are having better luck than us."

-White Fang Recruitment Meeting-

"What do we do!?" Sun asked in a panic.

"I'm thinking." Blake said back.

"Could we fight our way out?" Izuku asked.

"We can't fight our way out. There's too many people here. They have the numbers we don't." Tsuyu put in his two cents.

Sun looked up as Roman looked over the crowd before looking at the four. "He sees us." He warned them.

Blake looked around as Roman started talking to Tomura and pointing over to them. She looked near the door and noticed a power box. "They can't see in the dark." She took out her weapon and fired, hitting the box and cutting the power, causing a panic inside the now dark building

"Don't let them get away!" Tomura shouted.

"Guys! The window!" Blake shouted to her teammates.

"Somebody, stop them!" Roman shouted.

The sound of machines powering up over took the panic cries of the people gathered.

-Outside-

The four burst out the window before running on the ground. The wall behind them burst and the two suits chased after them, forcing the group to run atop roofs.

"So, you guys would tell me that either of you guys have, oh, I don't know, some form of back up?" Sun asked as they jumped from one roof to another.

"On it!" Blake shouted before she reached for her Scroll.

"Same!" Izuku shouted over the footfalls of the two mechas chasing them.

-CCTT-

"Everyone!" Weiss took out her Scroll so she and Tenya could hear Blake. "If you can hear me, we need back-"

"Help!" Sun yelled in the background to simplify the request. The two rolled their eyes before they ran out the building.

-Alleyway-

"They got some robots, and they're big! Really big!" Sun shouted as Ochako and Ruby listened.

"I'm sending you guys our location now, please hurry." Izuku said. A moment later an icon popped up on a map on the screen.

"We're coming Deku." Ochako shouted, hoping he could hear her over the noise in the background.

"Oh, I am not missing this!" Ruby smiled before the two left the ally.

-The Den-

"That Torchwick guy is in one!" The group outside the club listened in on their bike.

"And there is another one who gave me the chills in the other one." Izuku said.

"But not like, it didn't eat them. They're like, controlling them or something!" Sun added.

"Where are you guys!?" Yang asked before heavy footsteps from behind caught their attention. And they turned as they saw the faunas group running from giant robots.

"Huurrryyy!" Sun shouted as the suits chased the Faunus.

"I… think that was them." Neptune pointed in the direction they left.

"Yeah, I got it." Yang said before she revved her bike and took off after the metal suits.


-Highway-

The Faunus jumped down onto a highway and landed on some cars before sprinting ahead of the suits that followed them. The Paladins knocked cars out of the way as the quartet jumped along car roof after car roof.

Roman growled inside his suit while Tomura was having a joy ride in his. "It's like that one running game. You stole something and now we have to kill you for it.

Yang and Neptune drove up behind them. "We need to slow them down!" Yang shouted.

"On it!" Neptune stood up on Bumblebee and reached for his gun.

Roman saw this in his rearview camera and then plowed through rows of cars, sending the vehicles flying backwards towards the biker gang.

"Hold on!" Yang shouted at the bluenette, who gulped before the rider zoomed past the cars. Clear of the danger, Neptune pulled out his gun and fired at the suits.

Inside Tomura's mech, he grunted. "Annoying low-level mobs."

Neptune spun his gun around and it turned into a guandao with a glowing blade. He jumped off the bike and pressed a button, splitting it into a trident before he stabbed it into Roman's suit.

Sun stopped on top of a semi-truck and looked back to see friend struggling to keep a grip on his weapon as he was spun around by the mech. "Neptune, hang on!" Sun shouted at his friend before he slammed his fists together and glowing clones of himself charged the suit. They made contact and exploded upon impact. Sun jumped and spun his staff, only to have Neptune fly off and hit him, sending them both off the highway.

"Blake, I'm in position!" Ruby said on the Scroll before Weiss jumped down and landed in a combat ready pose in the middle of the path the robots were taking.

Tomura smiled in his cockpit. "A Schnee. Perfect." He and Roman sped up toward the heiress.

Weiss spun around and slammed the tip of Myrtenaster into the pavement of the road and created a circle of ice on the road, making Roman's suit slip and fall off the edge of the road.

The Paladin landed on it's feet facing Ruby as her teammates landed besides her, weapons at the ready.

Tomura jumped the other side of the highway and landed on the ground. He made his way over to Roman before a dust infused shot entered the back of his robot. He turned to see Ochako with her tonfa smoking at the tip. Her team landed by her sides with their weapons drawn

"Freezer Burn!" Ruby shouted as she and Blake jumped back as Weiss created another circle of ice that Yang smashed with her gauntlet, creating a layer of mist.

While Roman was in the mist, Tomura was being led a small distance away by Team TOTM.

Roman's suit scanned for targets in the mist. His trackers were coming up with nothing as they suddenly detected movement from the left. The right. He fired, barely missing Yang and Blake by a hair. Missing the two, Ruby charged forward and swung her scythe at the suits face, making it stumble backwards slightly.

"Checkmate!" She shouted. Blake and Weiss sprinted forward and swung their blades, hitting the legs of the suit repeatedly. Weiss then jumped and stabbed her rapier into one of the suits many cameras before jumping back. Roman just got more annoyed and tried crushing Blake underneath the mech's foot. Weiss saw this and used a glyph underneath Blake to send her back toward her before going forward with another attack.

Tomura looked forward at Tenya standing there looking up at him. "Tea Leaves!" He shouted before Dust bullets started firing from all directions in the mist, hitting the suit. The cameras showed him Ochako and Izuku running around in a circle firing on the suit. And Ochako managed to shoot out two of the cameras.

Roman tried firing the missiles the mech had at Weiss and Blake, jumped back several times before jumping in the air to dodge an attack aimed at their feet. Roman saw them and switched to the two cannons on the arms and fire at them. Weiss managed to get her sword up in time to take the brunt of the blast, but still got blown away. Before she got to far she threw another glyph under Blake that looked like clock hands spinning really fast before it disappeared, and Blake was surrounded by a golden glow. Roman fired more missiles, only to have Blake slice thorough them with speed that had been augmented by Weiss' glyph.

"Ladybug!" Ruby shouted as she launched forward and slashed the underside of the suit before she and Blake ran between its legs and sliced at its legs multiple times. Roman tried firing on Ruby, but she and Blake jumped into the air. Roman looked up and saw them falling toward him before they sliced one of his suits arms off.

"Blade Day!" Tenya yelled as he ran out with his attachable blades on his boots. He and Tsuyu ran and swung their blades at all different angles, hitting the suit with every strike.

Tomura growled. "This boss fight is pissing me off." He looked ahead as Tsuyu jumped up and swung Rainy Season in its chain blade form, now coated in a layer of ice, in an overhead strike and cut off one of the Paladin's arms.

Yang jumped on the back of Roman and started punching it with her gauntlets, only to have Roman jump back up through a pillar and into another one. As Yang fell off the pillar, a mechanism in the arm came up and covered the gun hand with an actual hand. Roman raised his fist and punched her through the pillar. And that was a pillar made to hold up highways. Ouch

"Yang!" Blake shouted concerned.

"Don't worry." Ruby told her. "With every hit she takes she gets stronger and then she uses that strength to fight back. That's what makes her special."

Annoyed at his situation, Tomura launched his missiles at Ochako, but she got moved out of the way by Tenya. "Speed of light!" He shouted before she tapped his hand, activating her semblance and making her weightless. She held him on the ground in a runner's position before she let go and he sped forward in a blur before he swung his leg at the suit, sending it flying back a little. Tenya fell to the ground after Ochako canceled the effect of her semblance and jumped back as Izuku jumped forward with Devotion in its double-bladed axe mode. The suit raised its fist and slammed it down on the green haired faunas.

"Midoriya! No!" Tenya shouted.

"Don't worry." Ochako said from beside him. "Deku will be okay. Because he never gives up."

The suit pulled his fist back before a flash of light blinded the Hand-masked faunas. Izuku was using full cowl again. But the electricity that danced across his skin was more violent, more powerful. Inside his head he yells. 20% Full Cowl!

Both pilots of the suits smirked before they punched at the two again, only to have the giant robot's fist caught by just their hand.

Yang's hair was a few shades lighter than usual and her eyes turned red. She punched the arm, causing it to shatter. Izuku growled and swung his axe down as it created a blade of pressurized wind and sliced the arm off. Both got kicked back and flew past their teammates.

"Bumblebee!" Ruby shouted, and Blake threw her weapon in its chain scythe mode. Yang caught it and fired a shot to give her more momentum as Blake swung her back at the Mech, only to have the suit move out of the way.

"Green Team!" Tenya shouted as Tsuyu swung her chain blade and wrapped the end around Izuku's waist. She pulled her arm back and sent him flying towards the suit, his axe at the ready, only to have the Paladin move.

"We need to slow it down." Both Tenya and Ruby said at the same time.

"And how do we do that?" Weiss asked.

"Ice Flower!" Ruby slammed her scythe into the ground as Weiss coated her bullets in ice. Ruby pulled her trigger and fired. When the rounds hit the suit, ice covered the impacted area.

"Outer Space!" Tenya said as he and Tsuyu jumped in the air as she put her hands on the ground and sent her semblance throughout it all, causing Tomura's mech to flail as it floated upward.

Blake swung Yang around again in a circular motion, sending Yang, into her opponent. Roman looked forward as Yang punched it hard in the face and sent it flying.

Tsuyu jumped in the air and pulled Izuku along with her. When she thought she was high enough, she swung her sword over her shoulder as hard as she could and sent Izuku flying toward the mech. Izuku did a spin in midair before bringing down his axe while shouting at the top of his lungs. "Vale Smash."

With that attack he sent the suit flying forward into the other one that was flying. The suits crashed into each other and shattered, making Tomura and Roman roll on the ground.

Roman got up and dusted himself off. "Just got this thing cleaned!"

Tomura however was looking straight at Izuku with barely hidden anger. "You bastard. You fight against your own people."

Izuku pointed back at his team coming up behind him. "There my people." Before he fired a shot at the both of them. But at the last second a black mist and girl with an umbrella appeared and took the hit.

The girl is short and has her hair split down the middle with being brown and the other side being pink with white streaks. She wears a white jacket with a pink interior, brown pants, black gloves, and black and white boots with very high heels. Under her jacket is a brown corset, curved in the middle and at the bottom leaving her hips exposed. She also wears a bunch of necklaces haphazardly around her neck.

The black mist rushed aside and revealed a man. He had pale skin and the face and stature of a bar tender. His suit was elegant with the tie it came with. He also had three metal plates around his neck. His irises were a disturbing yellow and his hair was replaced with the mist from earlier waving around like a pigmented flame.

"Kurogiri!?" Tomura sounded surprised.

"It's time to leave you two." The newly appeared man said.

"I guess you're right. Ladies, gentlemen, ice queen..." Roman said to the group of eight.

"Hey!" Weiss shouted

"Always a pleasure. Neo, if you would?" Roman finished. The girl bowed at the group.

Tomura stared at Izuku. "The next time you and I meet. I'll kill you. I'll kill you dead." He said with crazed eyes.

Yang launched forward, and she threw a punch, only to have a wall shatter like glass before them. They all looked around as a bullhead flew away with all four of them inside.

"So, he got himself a few new partners now huh?" Izuku asked as he left full cowl and returned to normal.

"I guess you can say they really made our plans, fall apart?" Weiss joked, only to have Team TOTM to shake their heads.

"No, just no." Yang said as Blake walked away.

"Why not?" Weiss asked. "You do it."

"There's a time and a place for jokes." Yang said.

"Was this not it?" The heiress asked.

"No, it just wasn't very good." Yang said as she walked away.

"Well, at least I'm trying." Weiss followed the blonde and the others.

"Wait, where did Sun and Neptune go?" Ruby asked.


-Simple Wok Noddle House-

"They're probably okay, right?" Neptune asked as he and Sun ate their noodle bowls.

"Probably." Sun answered.


And there we are with chapter 13. Sorry this one couldn't be out any sooner. I already had it written and it had about little over 7,000 words on it. I thought I could make it bigger, so I revised it several times over before I got this and gave you guys my second longest chapter in this story.

I hope you all liked it.

I chose Izuku's new attack name based on the fact that Vals's symbol is in fact twin axes.

Love you all. As always leave reviews, suggestions, flames, whatever tickles your fancy.

No character profile this time but I'll be sure to get it in on the next one.