Notes: If you are having any trouble understanding parts of this chapter perhaps my other work can help. Penny and the Tin Man Chapters Curse of the Snail and Strength in Numbers.

Two Faces of Fear

Cail and her currently disgruntled teammates had already left Beacon and were currently spread out around a large waiting room of sorts together with the other teams who had volunteered for the mission they were about to take part in. What were they doing you may ask? Well they were waiting of course, what else would such a room be meant for. What were they waiting for? Well that was unclear, all they knew was that they would soon be called upon to join the mission briefing. Why they weren't there from the start of the bloody thing both confused and infuriated Cail. It ether meant that their hosts were incompetent or they didn't think the Beacon students were competent enough to handle more sensitive information. Ether way it bothered her and it didn't help that she could feel similar emotions emanating from nearly everyone else in the room.

Cail was broken out of her thoughts by the sound of Cardin's voice. "Are you alright there Cail?" He asked.

Cail glanced over to her right to see Cardin sitting in the chair next to her giving her a worried expression. "What, I'm fine no need to worry about me."

"Are you sure? For a while there you had a really intense look in your eyes." Cardin retorted.

Before Cail could respond another voiced coming from Cail's left cut in. "Yeah, you looked like you were ready to kill somebody. I normally only see you make that expression when fighting Grimm or when Ursy is hogging the bathroom and you need to take a dump." Robin Rangers said jokingly.

Cail spares Robin a laugh before responding. "Yeah I'm fine I just wish they would get on with it already. Don't they understand how valuable my time is?"

"Maybe this is all part of their plan. If they keep you here waiting you won't be able to cause anymore trouble." Cardin says jokingly before clearing his throat. "Anyway I'm sure it won't take much longer."

Then almost on queue Glynda Goodwitch stepped into the room. "Hello students, we're ready for you in the briefing room now. Remember though, this isn't a field trip. This is a real mission with real danger and you are all currently representatives of Beacon Academy. As such I expect all of you to act accordingly from this point on." Even though Glynda was speaking to the whole group, Cail couldn't help but notice her eyes were focused on her the whole time. Realizing she was staring, Glynda broke eye contact with Cail and went on. "Anyway I would like you all to group up with your teams then I want you to form a single file line." She commanded causing the group to spring into action. It was relatively easy action to follow since almost everyone was sat together with their team to begin with but. In the case of team CRUS, they were fairly spread out across the room. Of course this was due to two members of the team trying to avoid conflict with their questionable leader. So team CRUS was the last team to join the line.

Glynda quickly lead the group down a long stretch of hallways and into a wide open war room. The room was set up similar to the classrooms at Beacon with on side covered in seating at different levels of elevation and on the other side was a large video display and a large table with a built in holographic display. Sat at the table were several people Cail recognized and several she didn't. As expected sat at table's controls was General Ironwood himself. By his side was well known Grimm behavior specialist by the name of Professor Bolt. There were also a few other students she had seen around Beacon. If memory served her, their handle was team GEAR led by George Bolt. She never really interacted with them directly so the only reason she knew them was through her teammates and Cardin who seemed to have a personal grudge against their leader.

Cail had to stop herself for a moment to let out a loud yawn while she stretched out her arms. It would see that she was still quite tired from flight and all the waiting. When she did she heard her teammate Robin yelling out to her. "Cail! Stop dragging your feet and get your lazy ass over here!"

Figuring that it was for the best Cail nodded and started to move on but was stopped again when she heard another voice call out. "Of course Cail is the name of team CRUS's leader!" Cail's eyes instantly followed the source of the outburst to another person seated at the table that she had missed. Cail feels a surge of alarm go through her as she realizes who the girl was.

The person Cail's eyes had came to a stop on was a familiar face that filled her with a sense of unease. Sitting at the table staring at her was a small red haired girl who she had literally ran into the other day. "You're the girl from the other day. It's Penny right?" She asked while trying to act normally.

Without missing a beat Penny instantly extended her hand towards Cail to show she wanted to shake her hand. "Yes it's a pleasure to meet you!" She declared in a happy tone which only put Cail more on edge.

Cail carefully reached out to accept the girl's handshake. When Cail did it was just as she fear, nothing had happened. "You already said that the first time we met." Cail stated dryly quickly pulling out of the handshake.

Penny froze for a moment with her hand still hanging in the air creating an awkward silence in the room before finally responding. "So I did." With the same cheerful tone as before.

"Anyway it's a pleasure to be working with you from now on." Cail stated in a hurry to end the conversation and put some distance between herself and this strange girl.

There was just something about this Penny girl that made her very uneasy. She may look harmless enough with her round freckled cheeks and large pink bow but, Cail knew better than to judge a book by its cover. And this book was missing a few pages to say the least. Even though Cail only had a short conversation with the girl, she could tell that she wasn't normal. And her speech patterns weren't the most unsettling thing about her, rather it was that Cail's semblance didn't seem to have any effect on her at all.

Mind you it wasn't as if Cail's power was full proof, had been known to fail her in the past. For example there have been a few cases of those who were able to resist her mental probes but, these were mostly opponents who had similar abilities. And it was important to note that none of them could block her out after she made direct contact with them, much like what she just did with this girl. Cail also tends to have trouble probing the minds of a Grimm. This isn't because Grimm are as mindless as some would have you believe but rather because of what they are made of. You see Grimm are basically the physical manifestation of negative emotion. So needless to say making mental contact with such an entity isn't very fun, so she tries to avoid it whenever possible. Though that was not the case here ether. It was almost as if there was nothing inside the girls head at all. And that just couldn't be possible, could it?

Cail then noticed Robin waving to her from her seat so she quickly ran up to join her teammates who were taking their seats above. Her team was sat right next to team CRDL and Robin even saved her a seat in between herself and Cardin. She couldn't help but be a little thankful to the green hooded punk rocker. She's always been on her side up till now and has always done what could to keep the peace between her teammates. Cail couldn't have hoped for a better partner but at the same time it made Cail feel a little guilty since she knew she wasn't a very good one herself.

Noticing Cail's expression dipping again Cardin bumped her with his elbow to get her attention. "If you keep making that face I may have to do something about it." He said jokingly.

In response Cail's usual wicked grin finally returned and she leaned over to whisper in his ear. "Oh, what do you have in mind? Because I think I saw a unisex bathroom on our way here from the waiting room." She said in the sultriest way her raspy voice could manage.

This caused a shiver to run down Cardin's spine. "You… you really are a pervert aren't you? That is not what I was thinking."

Cail let out a pleased giggle. "Perhaps but it is now isn't Cardin? Come now, there's no need to be shy." Cail retorted while leaning even closer and running her index figure along Cardin's chest up to his chin.

"Hey you guys aren't going to pay attention, why don't the two of you just get a fucking room already!?" Sophia spat from the other side of Robin. Her tone clearly indicating that she was annoyed.

Still feeling a bit playful Cail decided to press forward. "But Sophia my dear, that's precisely what Cardin and I were just discussing." She retorted in same sultry tone she had used on Cardin moments ago.

Sophia cringed and Cardin promptly hit Cail on the top of the head to break her out of character. "Ouch!" Cail said as she gripped her head.

"Yeah, you should hit her again!" Sophia cheered.

"I don't really…" Cardin began before he noticed Cail's face spring back up in front of his.

Cail's eyes were wide with what appeared to be excitement. "She's right Cardin you should hit me again, I'm sure it will help me learn the error of my ways. Come on, come on!" She said while presenting the top of her head to Cardin. This caused everyone around her to cringe. Sometimes they would forget about one of Cail's main eccentricities. She is still a complete masochist"

"Would you all just be quite! The General is speaking!" Ursula snapped in the sternest mom voice she could manage. Ursula's stern words instantly managed to snap the group out of their argument and get their attention focused on the General. It seems like they missed a large amount of the mission details but they were just in time to hear Ironwood go over what would be their team's assignment.

"The last location is a high security prison that we like to call the Flying Tomb. It is an air ship that houses many of the worst scum Atlas has ever seen. Many of which have connections to the White Fang in one way or another." The General pauses for a moment while he presses a button on the panel in front of him to make two profiles appear on the video display screens behind him.

Cail's attention instantly peeked and her wicked grin returned when she looked at the display in front of her. One was showing a red haired middle aged human man on the left and a horned red haired faunus girl on the right. Cail already knew full well who both of them were but Ironwood seemed intent on explaining it to the rest of the class.

"Some of you may know these two. On the left is one of the Tomb's latest additions. His name is Roman Torchwick, he is directly responsible for the Grimm attack on Vale that happened not to long ago. He is a skilled thief and weapons dealer who is not above working with the White Fang. It's likely that the Black Wings will attempt to capture him to gain a leg up on the White Fang. That or take him out for causing the deaths of many of their brothers and sisters in the botched attack. And on the left we have…"

"Casey Heartfield." Another man dressed in battle armor and hoisting a large claymore sword cut in. Cail couldn't help but feel like the man looked familiar but she was sure he wasn't a student at Beacon. Then she noticed that the man had a scar running across one his eyes and he was rubbing it intently while staring daggers at Casey's profile. Cail made a mental note that who ever he is he wasn't likely friendly.

"That is correct Jasper. Casey Heartfield is the only member of the Mad Table to be captured alive. She seemed to hold a high position in the group and is incredibly dangerous. If they are involved there is high chance they will try to bring her back into their ranks. Therefore we cannot leave her unattended. Penny along with teams CRDL and CRUS will be tasked with this responsibility."

"Bingo" Cail whispered to herself. "I'm coming Casey, just hold out a little longer."

The Atlassian flying fortress prison or the Flying Tomb as most people would know it to be called has always been one of the most secure prisons on Remnant. Only the most unstable and dangerous criminals the world has to offer make up its occupants. And despite the hundreds of escape attempts throughout the course of it's nearly thirty years of service not a single person has ever managed escaped, at least not alive anyway. What makes it so secure? Well there is many factors that contribute to this mind boggling statistic, such as the constantly evolving and always top of the line security systems which include its virtually unbreakable firewalls and its small army of heavy duty combat drones that constantly patrol the halls of the fortress.

With that said the biggest factor to its success is its simplest feature and that is its location. Where is the Flying Tome you ask? Well that is a very good question. You see the Flying Tomb spends about 99% of the year hovering thousands of feet over the Atlassian Ocean and it's constantly moving in random ever changing patters to avoid detection. And it only stops to resupply at alternating Atlassian military bases along the way and of course during these visits both the ship and the base are kept under strict lock down. All of these facts added together with the well trained and well equipped security forces on board. And it makes the Flying Tomb virtually impenetrable let alone escapable.

Of course all of this security would be for nothing if they let just anyone walk right in, so other then the crew, prisoners, and of course the security forces there is only a select few that are allowed to step foot on board. And one such person was currently paying the facility one of his regular visits. The man strolled down the halls of the fortress like he owned the place. Nodding to each guard and inmate he passed along the way. The man was tall, slender, and had short jet black hair which clashed against his clean white suit. A photo ID had been fastened to his collar that read Dr. Victor N. Cross in bold print and below it in smaller print read Psycho Therapist, Security Clearance: A Class.

The Doctor continued to stroll through the prison corridors until he came up to a set of thick steel plated doors with 'Cell Block A' printed on them. He quickly flashed his badge in front of the door and a small panel appeared from the wall with which he proceeded to press his thumb to. A moment later and the doors parted followed by and automated voice greeting him. "Hello again Doctor Cross, please proceed."

The Doctor nodded before he pressed onward into the cell Block. There were far fewer cells in this block than the others but there was far tighter security with a set of attack drones at every turn. The drones seemed to pay the Doctor no mind as he approached a cell in the far corner of the block with a security guard stationed beside it. The guard nodded to the Doctor as he approached. "Hello Jimmy, how is the wife?" The doctor asked the guard.

The guard gave the doctor a smile before responding. "She's doing well, we are expecting any day now. I'm guessing you didn't come here to say hello though, you're here to see her again aren't you?" He asked.

The doctor nodded in agreement. "How has she been doing?" He inquired in a serious tone.

The guard let out a sigh. "Well, you know her. She has her good days and her bad days. She hasn't caused much trouble lately though. I think the TV has helped keep her distracted."

"Is that so? Is today a good or a bad day?" The doctor inquired.

The guard had to think for a moment before responding. "Well, she's been eating and we haven't even needed to zap her to do it so I'd say it's been a good day."

Victors face seems to clench slightly in response. For a moment the guard fears he may have upset the doctor somehow but Victors face quickly returns to neutral state before giving the guard a small smile. "Well I guess that's good. I would like to go in to see her now if you would." He said motioning towards the sell door.

The guard nods quickly before turning around swiping a key card over door lock. A moment later and a clicking sound came from the door as the deadbolts holding it in place lid away. The guard then grabbed onto the handle of the door and pulled it open to allow the Doctor inside. "Good luck doctor." The guard said as Victor stepped inside and he closed the door behind him.

The inside of the cell was split up into two parts, the door opened into an empty part of the cell with nothing but a small bench for visitors to sit on. On the other side of the cell separated by thick iron bars was the real cell. A small room with three thick iron walls, a plain bed along the left wall, a toilet and sink in the back right corner, and a TV entertainment center set up on the right hand wall facing the bed. Sat on the bed was a tall slightly muscular cow faunus girl. The girl had bright red hair that came down to her shoulders and her bangs obscured half of her face. An old black and white horror film played on the TV and the girl seemed to be too lost in its distraction to notice his entrance so the doctor stepped forward and called out to her. "Hello Casey, I see you're enjoying the television."

Perhaps the doctors timing was off because his interruption caused the faunus girl to jump in fright and fall over onto the floor. Then the girl glanced up to see who had called out to her and a wide smile spread across her face before she jumped up to her feet. "Doctor, it's good to see you! Oh, and yes it's been wonderful!"

Victor returns the girls smile before glancing back up at the screen. "Glad to hear it but, I didn't think you would be a horror fan. Surely there is something less… stress inducing." He says like a suggestion.

The girl seems to be nervures as she scratches the back of her deck. "Truthfully I'm not very good with these sorts of movies but. Sis really seems to like horror movies. And she said it's boring to watch them alone so we have watching them together but. She always seems to fall asleep half way through and she always gets mad if I watch the rest of it for her." She says while letting out a light chuckle.

"Of course she would. B is still as problematic as ever I see." Victor stated while letting out a tiered sigh.

Casey tilts her head to the side and gives Victor a confused look. "What do you mean Doctor?" she asks.

Ignoring Casey's question the doctor poses his own. "Casey what would you say if I told you, you could become a real huntress?"

"Me a real huntress? That would be amazing Doctor but there's no way I can ever be one. I'm not strong enough." Casey responds in a somber tone.

"Oh, I don't think so Casey. I think you could be a great huntress. So much so that I have put in a good word for you to my old friend Professor Ozpin. He is the headmaster of Beacon Academy and if there is anyone who can get you enrolled it would be him."

"Really Doctor!? You did that for me!? So does that mean we will finally get to leave this player?!" Casey asks.

"Yes Casey, you're a good natured girl and you deserve better than this place. I have even had it arranged so that you will stay with me until we have you set up in Beacon. That way we can continue our sessions."

At this point Casey literally began jumping for joy. "Yeah, when I tell sister she will she will be thrilled! She hates this place even more than I do."

Then Victor's expression shifted slightly and he let out a long sigh. "There is only one problem Casey. B is still considered to dangerous to be allowed to leave. Casey, if you want your freedom you must let her go."

Casey's happy expression quickly dipped into dejection in response to Victor's remark. "What? Please don't say that doctor! I know she has done a lot of bad things before but she really isn't a bad person, Sis is just…"

Victor quickly took on a stern tone as he cut her off. "Casey, we have been through this. B is not your sister. She is just the manifestation of your negativity and pain. Casey you must…"

"Noooooooo! Stop it!" Casey screams as she crumbles to her knees and claps her hands over her ears.

"Casey!"

"Nooooooooooooo! I won't leave her behind! I would never leave anyone behind! I'm not like her!" Casey screams as her voice seems to distort slightly.

Victor let's out a sigh. "Who're you talking about Casey? Or wait is this B now?" He asks.

"My name isn't B! Stop calling me that!" She roars as she looks up to meet the doctor's gaze. Casey's eyes have changed. Their deep watery blue replaced with crimson red. The half of her face that is usually shrouded by her parted hair now revealed. A deep scar runs across the side of her face over her right eye.

"Very well Casey but, you haven't answered my question. Who're you talking about? Who left you behind?" Victor asked in a dry tone.

"The Princess!"