Penny had her first ever nightmare. She did not enjoy it very much.

In the dream, she relived the events of leaving the dance club with Emerald and returning to the dorm. However, rather than merely reclining on the couch together, Ciel and Neopolitan were curled in on one another and kissing quite heavily. Dream-Penny gasped, and Dream-Ciel looked at her over Dream-Neopolitan's shoulder at her with a wicked smile. "I have plenty of real people in my life. I don't need a fake like you anymore."

Penny's eyes shot open. She knew it had only been a dream, she was fully aware what they were, and had enjoyed several pleasant ones. But for some reason, the experience had left her feeling sour, and for just a moment she felt ill when she looked at Ciel sleeping there next to her in the dim light. She was actually... angry at her. The knowledge that those words came from within her own mind was no comfort at all, it just made Penny despise herself as well.

She whimpered and wiped at her face, finding that she was actually crying. She inwardly cursed the scientists who had made her so lifelike. Why did she have these feelings? Why did she feel the ache in her heart? Why was she given working tears? This entire thing had started when she developed feelings for Ruby, and since then the complications had only become more... complicated.

Despite her best attempts to be considerate and quiet, Ciel awoke and sat up with a sleepy look. "Penny? Wha...? What's wrong?" Apparently realizing that her partner was feeling poorly, she pushed herself upright more and immediately wrapped her arms around her. "Hey... Hey, it's alright... I'm here..." Her voice was soft and sweet, nothing at all like Dream-Ciel, and it helped to remind Penny that the thing she'd seen was nowhere close to reality. Even if that didn't completely erase the pain.

"It is... nothing. You should go back to sleep."

Ciel shook her head and nuzzled into her gently. "Mm-mm. You're upset. You don't have to tell me about it, but there's no sense in leaving you alone with it."

That kindness only caused poor Penny's crying to return and she hurried to burrow herself against Ciel's shoulder. As promised, they said nothing further for a time, just laying there together while Penny attempted to collect herself.

Technically she had an internal clock, but again, it seemed as though attempts to make her as human as possible even extended to the smallest details. With her emotions on high, she had absolutely no idea how much time was passing since she had woken up. She was not even certain what time of night it was – or time of morning, for that matter. But finally she found the strength to speak. "I had a terrible dream. You were... You had... Well, it was not really you. Of course. But the imaginary you that I had made up? U-Um. You decided that since you had attention from... normal humans, you had no need of me anymore..."

Ciel gripped her a little tighter, though she didn't say anything right away. When she did finally speak, her voice came out as soft as ever. "Some people like to throw the word 'love' around with a rather cavalier attitude. That has never been the case with me. I say it only about my family and the few friends that I have known for years. So I want you to understand how important it is when I tell you that... I love you, Penny." Ciel kissed her cheek softly and helped to wipe away a few of her remaining tears. "I stand by what I told you when this first began. Some may see you still more as an android, others may simply choose to view you as a human. But I continue to adore you because you are more than either. You are Penny, my friend and partner. You helped me to become a better warrior when I had no confidence in myself. You are open and honest and caring. And incredibly cute."

That final line broke the tension a bit and got Penny to actually laugh softly.

The noise either woke their roommates, or was merely the point at which they decided that it was safe for them to make their attention known. "Hey, kids? I never thought I would be the one to say this, but we do have class in a few hours. Are you guys okay?" There was some light rustling from the other side of the room, and Emerald chuckled softly. "Neo says that Penny is a big dumb idiot if she thinks she's gonna get recycled any time soon..."

Ciel rolled her eyes and shared a small smile with Penny. "Well, we're all awake anyway. Perhaps... you two would like to join us?"

There was more shuffling, and suddenly the foot of their bed was occupied by a second cuddly pair. Penny knew that by this point, she should no longer be surprised by the emotions that her other teammates were capable of. But still she felt somewhat surprised to see the veiled looks of concern that Emerald and Neopolitan had for her. "I am sorry for making you all worry about me. This is my first time experiencing a nightmare. It seemed so very real."

Emerald chuckled softly, hugging Neopolitan a little closer. "Yeah, those things will mess you up good if you're not careful. But most of the time, they don't mean anything. It's just your brain being a jerk. You're awesome and Ciel is crazy about you. I guess we all are, in our own way. So don't even stress."

Sharing one last look, Penny and Ciel opened their arms and beckoned the other two closer. Despite the relatively small size of the bed, they obliged. Neopolitan and Emerald happily shifted up and nestled in between them, and they wrapped their arms around, linking their hands together. "We should rest now. As you say, Emerald, we have class tomorrow."

"Yeah yeah, don't remind me. When did I get so responsible...?" Emerald said in between yawns.


"Next, Team CPNE. Remember, girls, you can only do what your team leader tells you to. Miss Soleil, you can only issue orders. This is about tactical teamwork and leadership. You're at your strongest when you work together."

The four girls yawned as a team, at any rate. Despite their best attempts, no one was able to fall asleep last night. Professor Schnee called forth a large glyph and three ursai major appeared. They all braced themselves and looked back at Ciel for orders. The ursai, too, seemed to be waiting for orders from Winter, effectively forming a team of enemy combatants.

Penny wished that Ciel was allowed to actually join them in the fight. It felt as though a limb had been severed. But she could only give them orders, no more, no less. That meant no time dilation and no helpful cover fire. Still, Ciel was smart, and Penny trusted her to make the right calls. She glanced back at her partner and smiled encouragingly. Ciel seemed to snap out of whatever deep thought process she was going through and smiled back.

"These are ursai major. They're not going to be as easy as we're used to. Penny, you need to take the one there on the right. Hold nothing back, we need to thin out their numbers. If you feel yourself losing energy, don't be afraid to say so. Emerald, Neopolitan, work together to keep the other two busy. Take simple hits and pot-shots when you can. But don't get too flashy. This might take us a while and we need to conserve ourselves." Everyone drew their weapons and adjusted their stances.

"Ready? Go!" With a word from Winter, the bears launched into action.

As ordered, Penny immediately threw herself into the melee to take one of the bears away from the others. She could hear clashing nearby from where her teammates were keeping a tight rein on the two other ursai. Just like Ciel, Penny knew that they could handle themselves. But she also knew they were only human and eventually they would need help. She did not have time to linger here very long. "Captain! Permission to activate beam canon?"

Ciel grinned. "Permission granted, huntress."

Penny drew her swords in a tight circle, going for a more focused shot as she had done with giant snake Grimm in the woods. The ursa was coming at her but the canon wasn't fully ready yet. "Penny! Dodge!" The words hit her so naturally and the command was so simple, she had no trouble moving out of the way of its attacks, giving her the needed edge to gather the remaining necessary energy and fire the beam directly up the center of the beast, slicing it in half as it dissolved into white mist. "Good! Get in there and help the others! Just remember you won't be able to use your cannon for a time!"

The swords came back and began swirling around her body in a dangerous vortex as she went to the next ursa.

"Em, chains! Penny, pincushion!" Again, the commands came so fluidly and it felt easy to follow them. Penny knew that could be dangerous in the wrong circumstances, but her faith in Ciel was restored, if not bolstered, since last night. As ordered, Emerald distracted the Grimm that she had been fighting with illusions, though Penny could only see the way its gaze followed some unseen source. It turned its back on them, and Emerald quickly lashed out to surround it with her chains. With a mighty tug, it was yanked down onto its back, leaving it vulnerable for Penny to drive her swords into its chest until it, too, dissipated.

A sudden cry of distress from Neopolitan caught their attention, and Penny turned just in time to see her come flying at them. She gracefully caught her in her arms, earning her a grateful smile. She set Neo down to her feet, and while she was a bit shaky, she was at least upright. Despite their best attempts, the third ursa was still looking pretty healthy.

That was when the most shocking thing happened. Ciel's next command... "It's time! Mindfuck!" All the gathered students gasped, but Neopolitan and Emerald couldn't have looked more pleased with themselves. "Everyone, combine your semblances. Neo, surround the ursa, keep it trapped. Penny, provide support. Em... do it..."

Penny retrieved her blades and returned them to her back. The others sheathed their weapons as well so they could focus all their energies on the beast. She extended a hand toward her teammates, the strings providing them with the boost they needed. Neopolitan started building barrier after barrier around the ursa, taunting it and goading it into striking, only for the Grimm to discover it was like trying to break diamond.

The ursa was starting to go mad in its new cage, lashing out in all directions and finding itself trapped. That was when Emerald got to work, trying out a new strategy they had been developing. The theory was sound enough. If her semblance was capable of creating illusions within a person's mind – to the point that they could see, hear, even feel them – then with Penny's help she could take that a step further. If she could overload the mind with enough stimuli, if she could convince the target that they were dead, would they actually die?

Penny couldn't be certain, only watching from the outside, but the ursa was certainly in pain. Its paws went up to grasp futilely at its head. Finally, it let loose one last, deafening roar before a wave of energy radiated off its skull, practically an explosion, and it collapsed. As it disappeared, Neopolitan took down the walls of her semblance, all three of them running to give Ciel a big group hug. "That was amazing!" Penny cried.

Winter adjusted herself slightly now that the fight was concluded, looking the four of them over. "Well, you certainly have a surprisingly fine grasp of teamwork. Your... command terms could use some alteration, though. I must admit, I'm surprised, Miss Soleil. I hadn't expected language from one such as yourself."

"Well..." Ciel coughed nervously. "It's the captain's job to know how to command their team. I... have to be able to issue orders in a timely fashion, using terminology that they are familiar with. Can you truly blame me?"

Their instructor gave another dramatic sigh before turning to look at her sister and teammates. "Team RWBY, you're up next. The no-fighting rule goes double for you, Fall Maiden."

"I don't even know how my powers work! Why does everyone act like I have this amazing edge? I'm still Ruby! I spilled syrup on my skirt, just this morning!"

"It's true, I saw it. She was traumatized..." Ciel said softly as their went back to join the other students, ready to cheer on their friends.

One arm gently looped around Penny's shoulders, another around her back. Penny assumed that it was Ciel, so she was shocked to look and see that it was Emerald and Neopolitan holding her gently as they all recovered from the intense fight. It helped to provide some closure to things, getting closer to the two of them. It was hard to worry too much about Ciel being taken from her when she was just as fond of Neo and Em.