The bridge was far more sophisticated than standard combat vessels. The windows were large and wide made of the strongest of glass. When battle commenced an armoured shield would descend. Several consoles surrounded a large holographic orb in the centre of the room. The hologram displayed the ship and everything around it from surface, to above, and below the waves. Anything on radar and sonar appeared as red shape relative to the size of the ship. The crew were all Schnee men, private military men, dressed as if they were on a long business cruise. Winter appeared comfortable among them. Torchwick sat behind a console with Penny and an armed guard beside him.

"Ah, so it's you four," said Torchwick, "And you've even brought friends. Great. Do you want to kill me too?"

Jaune leaned into Ruby, "I take it you and him aren't the best of friends."

"Yeah… after kidnapping me and running a bunch of grimm into the city we're not on the best of terms," said Ruby, "But Penny is a good friend of mine."

"Hi Ruby!" chimed Penny, "Wow, I know you, you're Pyrrha Nikos. I've heard so much about you. I didn't know you were at Beacon. Oh, oh, I come by once in a while, want to hang out and have fun sometime? We could go shopping or paint our nails and Ruby can come to right? I mean you're friends with her too right? You have to be, that's why you're here."

"Yes, yes," smiled Pyrrha, "Yes to everything. It's very nice to meet you… Penny, right? And these are teammates: Jaune, Ren, and Nora."

"I think you and her are going to get along splendidly," said Ren in an aside to Nora.

"Yeah!" said Nora, "I love her energy."

"Where's team SLVR?" asked Yang, "They were pretty useful in the last fights."

"It is not in Schnee Company interest to work our competition in this instance," said Winter, "Although we have a joint venture, thanks to sis, they are not our friends. This ship alone is a revolution in maritime military technology, and the new devices conjured by Torchwick have more applications to be developed. Schnee would like to keep these assets their own for the benefit of the company's bottom line. You understand don't you?"

"You're greedy," said Blake, "Same story every time."

"Wonderful to see everyone getting along," Winter smiled, "Except for you Torchwick but maybe if you smiled more and used less sarcasm people would warm up. Now let's get to business otherwise father will be rather sore."

"We're going after the beasts, right?" said Jaune, "And with this battleship I feel a lot better about our chances."

"Well it does improve the odds," said Winter, "But this won't be killing the monsters. Torchwick's little tricks will be doing the hard work."

"I guess it's my turn," said Torchwick standing up, "Well, let's get down to the nitty gritty."

Torchwick ran through every detail of his new devices and toys that were meant to secure victory. Confidence fell as he explained that one troop would be forced to accompany him beneath the water. The holographic display brought up the prototype suits. They more like exoskeletons with a tough mail underlay. They were bulky, heavy, and crude to say the least. Torchwick smiled wryly when he asked for volunteers. Nobody raised their hand. Winter examined the suit and glanced at each of the novices present.

"Well since this was to be Weiss and my task it should be her team that goes under," said Winter, "Jaune, your team will stay on the ship with Penny and me. There, that settles that unless someone wants to object. Hearing none, that is settled."

"Captain," said Torchwick, "You know what to do. Make a course for wherever the hell we're going."

The captain barked a few orders and the crew took to their station. The massive battleship sailed out of the fog like demon from below. It barely rocked and bobbed as it traversed the waves. Winds and waves were calm and the sun was setting. A red sky was bidding them good night.

"Red sky at night," said the captain happily, "We'll have smooth sailing for at least a day."

"Will there be a red sky in the morning?" asked Ruby innocently.

The captain frowned, "Don't curse us, little girl. A red sky in the morning is a warning."

"A popular saying?"

"Superstition," said Ren, "But with a kernel of truth."

"So, I guess we just wait," said Pyrrha, "Captain, is there anything you need us to do?"

"No, the crew are attending their stations to standard. Everything is automated with the latest technology."

"Oh, I just remembered there a full recreational room below," said Winter, "Let's spend our time there. Captain when's dinner?"

"Whenever you please, ma'am."

"Great! Let's go, cutie!"

Winter grabbed Jaune by the arm and dragged him below decks amid his stuttering protests. Pyrrha chased after them with Nora chirping and skipping behind her. Yang's stomach rumbled telling her to head for the mess and grab a very large meal. Weiss waved her off and began questioning the bridge crew and checking every single system as if she made the vessel herself. The captain paid her no attention instead focusing on the sonar and radar readings on the holographic orb.

"Hey Penny, want to come below with us?" asked Ruby.

Penny shook her head, "No thanks I'll stay with Mr. Torchwick since Blake doesn't seem to… like him very much."

Blake and Torchwick were staring each other down. Blake's catlike eyes narrowed and tried pierce his very soul. Torchwick's eyes were more taunting than anything else. They widened and narrowed, sparkled and dulled, whatever was needed just to get under her skin and irritate her just a little bit more.

"Whatever you want to say just say it," said Torchwick to Blake, "Unless… cat's got your tongue."

"The White Fang –"

"Money, money, money," Torchwick smirked, "One of the few reasons I chose to help. But I bet you want something else. In which case we can't talk here. Hey, guard you mind if she and I talk somewhere privately? Penny can keep an eye on me, and Ruby too. Also this ship is crawling with crew that know I'm pretty bad so…"

The guard's stone face didn't budge nor did he respond.

"Good man."

Torchwick took them down into the very bottom of the ship. It was a large interior dock, cold and dim and without another soul. His new submarine hung from a crane. It was barely large enough for two people and was shaped like a turtle. Occupants had to lay on their stomach at the head of the turtle and control everything from a set of GUI near the hands. Delta fins articulated an a variety of ways and propulsion was provided by a pair of small hydro jets. In emergency the captain would be able to maneuver with a set of pedals and levers. There didn't seem to be any measure to allow for escape. Each section of the shell being was depth charge and beneath were two torpedo tubes armed and ready.

Torchwick tapped his cane on the steel floor, "So, what do you want?"

"I want to know exactly what you were building for the White Fang," said Blake, "And don't point to the submarine or any other weapon. They wanted something specific."

"They wanted an army, so I'm going to give them one. Of course they never specified that I had to build it, so I settled on stealing," Torchwick smiled, "Results are results and they didn't complain."

"Then why all the dust?"

"Robots don't run on their own."

Penny's eyes snapped to Ruby.

"You're supporting the Faunus by sending them to their deaths!" said Blake, "No kingdom will ever recognize a nation founded by the White Fang."

"Recognition isn't important, territory is," Torchwick opened this arms, "But don't you think it's grand? A nation just for Faunus like you. You'll no longer have to worry about those leering glares, those resentful conversations and services, abuses by corporations, the bias of the police, the judgemental and bigoted, heck you'll even avoid segregation in some cases. Everything the Faunus ever wanted. And all it takes is a little dust and some stolen merchandise. And humanity, though humiliated, will be happier to have been rid of you than dealing with you. Everyone wins."

"There's no way you can do this on your own."

"Would you believe I'm fabulously wealthy and own billions in assets that I can use for whatever I please?" he laughed at his own joke, "What it would be like to be Mr. Schnee. Speaking of, it's rather strange to see you and your friends assist such a bigot."

"It's a matter necessity."

"As is my arrangement. Still I wonder how long the Schnee family will tolerate you. I mean did lay off and open fire on a crowd of Faunus workers a few months ago. And yes, I did get the paper when in prison."

"Weiss is nothing like her father" interjected Ruby.

"Perhaps not when you're around. People are kind to your face but when you turn your back they stab you, right Penny?"

Penny raised an eyebrow, "I don't follow."

"Your friends, I'm talking about friends. Be careful who you befriend because they can also be your worst enemy."

"You're talking about you."

Torchwick shrugged a shoulder, "Anyone really."

"Weiss is nothing like that," Ruby insisted.

"Well you are human. As for you, how many Schnee family members were killed by Faunus like you? Ten, twenty, a generation? Regardless of what she says I don't think it's easy to get over that much blood. And I would know," Torchwick chuckled, "A generation of Schnee wiped out and no one to blame other than a mask organization and now she knows someone who the mask. She must be fuming that she has to work with you. So, which ones did you kill?"

Blake shoved Torchwick into the wall, "Shut up!"

Penny immediately stepped between the two ready to strike to back.

"Very well, I'll stop," Torchwick sighed angrily, "Now is this it? I'm getting rather hungry."

"For now," said Blake, "We'll talk again later."

Torchwick twirled his finger, "Looking forward to it."

The recreation room was completely out of place on the ship, appearing more like a lounge. Red velvet seats, two billiards tables, darts, all made more challenging by the subtle bobbing of the waves, and alcohol and liquor. Yang and Nora had left to explore the ship after a few minutes in the room. Winter was happily sipping on a glass of wine while eyeing Ren and Jaune as they lined up shots at the table.

"This is a very odd place on a ship," said Pyrrha to Winter trying to stir a conversation.

"We at Schnee Dust Company always think about the wellbeing of our employees and small things such as a few billiard tables or darts is just one small way to show our appreciation," Winter giggled, "Honestly this was my idea. Father would have none of it but I have my ways to convince him. So, wine? Red or white?"

"Neither, thank you."

"Hmm, most Mistralnites love wine. Is it a work out body maintenance thing to keep you in tip top shape for all those fights?"

"No… I just don't like the taste of it."

"You clearly don't drink enough wine," Winter sipped, "So, what's between you and him?"

Jaune fumbled the shot and the cue ball went flying over the side of the rails. He ran off to chase the white ball across every inch of the room as it scurried with the bobbing ship.

"We're… just friends…"

"Oh so it's like that is it? Here, you need this more than I do," said Winter offering her glass.

"I told you I don't like the taste."

Jaune crawled past them reaching for the ball.

"Oops," said Winter as her wine glass spilled on Jaune's shirt.

The red wine ran over his armour and soaked onto his shirt as ball escaped him. Pyrrha and Winter quickly brought him to his feet and tried to blot out the wine where they could. Jaune laughed nervously as two pretty ladies lauded him with attention, innocent concerned attention, but attention nonetheless.

"Well this will simply not do," Winter's eyes twinkled devilishly, "You'll have to take it off."

"Uhh… what now?"

"Your shirt. Take it off, Jaune. Wine stains are troublesome to remove if not dealt with right away. Come on, take off your shirt. I'll take care of it right away."

Jaune blushed and stepped back, "That's alright. I have more shirts just like this."

"That's not how a gentleman should act, Jaune. Slovenly and lazy is not a way to attract high calibre women. I know, she'll help you! Since your both friends it won't be awkward, right? Right?" Winter grabbed Pyrrha, "You can thank me later."

Pyrrha and Jaune were pushed out into the hall and pushed toward the nearest lavatory. A civilian attendant was standing by the door holding towels and generally disinterested as to why a man and woman entered the same space. Pyrrha and Jaune entered a stall and began the awkward dance of removing his clothes.

"Let's start with the plate then," said Pyrrha trying to hide her nervousness.

She started the back and expertly undid the straps binding the plates into place. It was on far tighter than it should have been. Breathing must have been difficult and mobility hindered. The metal and bindings were old as well and the breastplate's proportions were wrong. It was like the armour was made for a different person entirely. Pyrrha didn't have much issue and the plate came off in minutes rather than the unusually long time when Jaune did it alone.

They set the plate aside and began working on his long sleeved shirt. The wine streaked from the top to the bottom giving it a messy pin striped look. Pyrrha pressed her hand against Jaune's back and felt his warmth. She grabbed the bottom of his shirt.

"I – I can do this by myself," Jaune turned around, "I think I can handle the rest from here."

Pyrrha blushed, "Alright."

Jaune pulled off his shirt revealing his untouched back. There were no bruises or scars or any marks of battle. It was untouched unlike her own which bore marks from a hundred battles until she arrived at Beacon.

"Well, I guess that's that," said Jaune, "Wonder why she sent both of us. Can you imagine how awkward if would be if you were the one that had to take off your top. I mean, not that… well you know… I'm digging myself a grave aren't I?"

Pyrrha turned Jaune around. His body was scrawny, and the muscles weren't defined. There was some fat around the belly and he was less broad than the average man. Nothing about his physique showed the signs of a potential hunter.

"I'm sorry I'm not better looking," said Jaune, half joking, half admitting.

"You look great," Pyrrha smiled weakly, "Jaune, there's something I have to tell you."

"Is it the same thing you wanted to tell me back in the mountains?"

"Yes," she summoned her courage, "Jaune, I –"

The attendant knocked on the door, "Excuse me, madam, and sir? Are you alright? You've been in there quite a while."

"We're fine, thanks," said Jaune, "I guess he doesn't want us to stick around here too long. Talk later?"

Pyrrha clenched her fist and grit her teeth at the situation. The sheer difficulty of trying to utter a single sentence seemed to be compounding. As if the world itself was conspiring to keep her silent.

"Yes… later…"

Torchwick stepped out onto the deck late into the night. The novices, Winter, and much of the crew had retired to their beds but his entourage of guards was still with him. Penny walked with him as they strolled across the deck. The sky was clear letting the river of stars shine and sparkle. Torchwick traced constellations and muttered small stories to himself. Penny followed Torchwick's finger and named each of the stars and constellations with him.

"Atlas names," Torchwick observed.

"Well, the Atlas star names were adopted as the standard before the introduction of serial numbers," stated Penny, "The other countries have different names for the stars?"

"Of course," said Torchwick, "And I prefer them to be honest. Take that one. In Atlas they call it Minerva the poet. In Mistral it is Celeste of the Western Sea. In Vale, it is the Castle of the Mountain. And in Vacuo it is Valerie of the lance. And if you connect the stars around her you can see every single one of them."

Torchwick traced each constellation and pointed each feature with great care. Minerva's quill, Celestia's sexton, the towers and gate of the Castle, and the long lance of Valerie. Penny's eyes traced the path and saw each constellation occupying the same space, the same stars, all without conflicting with each other. Each being existed and didn't exist depending on what beholder wanted to see.

"Did you know there is a star with your name?"

"Not from Atlas I presume since there is no 'Penny' star for them."

"It's a Vacuo star's name," Torchwick pointed to the brightest star of seven, "That one. Her name is Penelope. The long form of your name."

Penny leaned on the rails, "Does she have a story?"

"A very old legend in Vacuo. Sigismund and the Seven Sisters. You've heard this legend right?"

Penny shook her head and started up at Penelope, "Who are the other sisters? What's their story?"

"Let's see," Torchwick pointed to each star, "Maria, Elena, Tamara, Alicia, Celeste, and Sierra. The short story is that man and Faunus were being driven to the brink of extinction by grim black demons with bone white masks that suddenly appeared when the moon shattered. The world fought desperately against the demons but were easily defeated and driven to the edges of the earth. They beseeched the gods to help but the gods would not listen. The goddess of Fate had decreed that the time of man had ended, so they did nothing. All the while the world was being swallowed by darkness. Sigismund, god the forge and fire, couldn't bear to watch the world burn. So he took the ashes of his forge and scattered them on the world.

According to legend these ashes are the dust we have grown reliant on and that each type was created from a different part of Sigismund's forge. Air from the bellows, fire from the hearth, water from quenching, and lightning from his hammer, but I digress.

This dust helped humanity hold against the grimm, but it wasn't enough. Humans and Faunus were still losing. So Sigismund worked the forge again. With steel and clay he created seven golems he imbued them with dust to give them divine power. But the golems needed souls in order to call upon their divinity. Sigismund beseeched the goddess of life and persuaded her to give him seven souls. When he imbued them into the golems the steel and clay forms melted away and turned into seven beautiful women. Sigismund named the Seven Sisters and told them to go forth and defend humanity.

The Seven Sisters descended upon the world and drove the grimm back to the edges of the earth and brought humanity and Faunus from the edge of extinction. For several ages the Seven Sisters would guard humanity against the grimm.

Sigismund's Seven Sisters angered the gods for they had defied Fate. For his punishment Sigismund was cast down to the earth, stripped of immortality and power. Sigismund, aware of his wrongdoings, accepted his punishment fully but begged the gods not to punish his daughters. The mother of the gods took pity upon the Seven Sisters, for they were only following the wishes of their father. She persuaded her husband not to strip them of their power and leave them as guardians of the world. The All-father agreed but took away their immortality saying that the age of man will end with the deaths of the Seven Sisters."

"But the world isn't over yet," said Penny.

"No," Torchwick grinned, "Because the All-father failed to consider that the Seven Sisters would pass their power down from generation to generation. Thus creating hunters. Or so the legend goes."

"And what happened to Sigismund?"

"Sigismund, stripped of his power and immortality, travelled the world teaching humanity how to forge proper weapons with dust. The next legend says he uses these dust weapons to forge the first Vacouan Empire. So, the royal family of Vacuo uses this legend to claim divine right to rule."

"Wow, that's amazing. Hey, I just realized something. The Seven Sisters don't have a mother," said Penny, "Just like me."

"Depends on your perspective," said Torchwick, "You could say that the goddess of life was their mother."

"I guess, but did they ever meet her."

"No, the legend doesn't say they did."

"Just like me."

"Yes… just like you."

Pyrrha walked down the hall toward the mess hall to grab something to drink. She was still kicking herself over how she wasn't fast enough to confess how she felt to Jaune and how the universe seemed to be against her. The lights to the mess had dimmed making it very hard to see. She felt the wall for the light switch.

CLICK!

"How did it go?!"

Winter jumped out and wrapped her arms around Pyrrha. Pyrrha jumped and instinctively tried to throw her off like an assailant. Winter grappled with Pyrrha for a bit and ended up in front of her with their hands holding each other like excited school girls.

"How did it go?" she asked again, "Was he big?"

Pyrrha's eyes widened at the second question, "I – I – I – "

"Oh…" Winter's grin disappeared, "I'm sorry, but he's got his personality. His delightfully quirky, dorky, bumbling, clumsy… yeah never mind. I guess I was hoping for a little more. Wine?"

"No, and no, he's fine," said Pyrrha, "I just got interrupted and couldn't finish."

"Oh, you'll get used to that," Winter sighed.

Pyrrha laughed nervously, "I don't think we're talking about the same thing."

"Oh boo. This conversation got much less fun," said Winter, "I was hoping we could gossip like sisters."

"You talk about those things with your sister," said Pyrrha shocked.

"No, she's completely hopeless with her too hard to get act. You know I keep pushing her to get a little closer with her little interests but her stupid act keeps getting in the way no matter what I do," Winter shrugged, "But you had a better chance. That's why I set up that little accident."

"Of course you did."

"No need to thank me. So what brings you here?"

"I just couldn't sleep. Why are you up?"

"No particular reason to be honest. I was just up and about. Do you think he's ready?"

"He's improving and much better than he once was."

"The long way to say 'no'. I'll have to keep him on the bridge helping the crew then. The rest of us will be on deck."

"That's not fair," said Pyrrha, "Jaune works harder than the rest of us and has the heart and spirit to stand beside us, and –"

"And he'll end up dead," Winter said sternly, "Skill, strength, agility and the qualities of a proper hunter will trump spirit and heart any day. I've seen it with my own eyes and I've seen it with my sister. But I know Weiss has the skills to back it up right here and now. Jaune does not."

"I do," said Pyrrha, "I can protect both him and me."

"Then what's the point of improving if he has to rely on you?"

"Doesn't a team rely on each other?"

"Support. A team supports each other, completely different," Winter thought for a moment, "You really want him out there?"

"He deserves it. Just like your sister, he deserves the chance to prove himself."

"Fine, learn the hard way. He's your responsibly out there."

WWWWWEEEEEAAAAAAAAOOOOOOOOOHHHHHHHHHHHH!

Alarms rang out. Crewmen leapt from their cots and rushed to battle stations still in their sleeping clothes. The ship careened to port nearly throwing everyone off balance. Winter the Pyrrha rushed out onto the deck where RWBY was already in position. Nora and Ren were at the aft waiting for the grimm to rise out of the waves.

Pyrrha looked over the deck, "Where's Jaune?"

"I'm here! Where are they at? Where are they at?"

Jaune ran out of the hold in his fleece one piece pajama set with his sword and shield. He tripped over a length of rope as he scrambled to the nearest station. The swords went flying nearly going over the side. The shielded gonged as it bashed the deck.

"A chance to prove himself indeed," said Winter, "If he survives this in his pajamas I'll believe his skills."

Winter walked toward the nearest communications station and called the bridge.

"Report, captain."

"We had a completely silent sonar then a torpedo entered the water. We took evasive action and are preparing to launch depth charges."

"Conventional charges, captain. Our special weapons are meant for the grimm."

"Understood."

The crew loaded charges into launchers and hurled them out to sea. Blasts followed the ship with thunderous booms and towers of water. Dead coprions and small sea grimm rose to the surface in chunks and pummelled masses. Small guns fixed on the surface, hands gripping the triggers tight. Minutes passed, then the hour. Word from the bridge said the sonar was still completely silent.

"Captain, what's going on?"

"I don't know, Ms. Schnee. There's absolutely nothing, but why aren't they attacking?"

"If I knew I wouldn't have called you," Schnee checked her watch, "How long until dawn?"

"Three hours."

"Right. I want even shifts, one hour each. We'll damn tired when day breaks but I don't want us caught with our pants down. Regular shifts after this rotation."

"Understood," the captain's voice went over the speakers, "Blue resume regular duties. White to bunks. Red shift in one hour."

Two thirds of the crew returned to their bunks in orderly fashion. Winter waved all the novices to her.

"Ruby, Blake, Yang, return below decks return in two hours. Ren, Nora, Pyrrha, you're second shift after Jaune, me, and Weiss," ordered Winter, "Keep your armour on and weapons ready. The big show is soon."

"Are we expecting a dawn attack?" asked Weiss.

"Most likely. When you're headed below decks check on Torchwick and make sure all of his junk is ready," Winter examined Jaune, "You've got time to change so hurry it up."

Jaune ran down the steps far ahead of the others. Winter checked on each of the sailors gauging their fatigue, morale, and nervousness. Weiss followed close behind unable to get a single word in before Winter moved on to the next station.

"Tired, sis?"

"I'm fine. Perfectly fine," said Weiss.

"Come on, sis, you can't fool me. I know you're tired but this part of being a huntress. I know let's do what we did as kids when we wanted to stay up past bedtime. I'll start us off…"

Torchwick lowered the submarine and opened the diving doors. Salt water leapt up onto the deck. White foam sprayed onto Torchwick and Penny.

"We doing this or what?" said Torchwick to the entering team, "Put on the suits. Sooner I can get this over with the better."

"We're not going anywhere," said Yang, "We're just here to check up on you."

"So the alarms and everything were just for show then," Torchwick stopped the descent.

"No, they're lurking down there, but they aren't moving," said Blake.

"We're one ship. What could they possibly be waiting for?"

"Please don't jinx us," pleaded Ruby.

A coprion jumped out of the open hatch and tried to bite off Ruby's head. She managed to duck in the last second. The grimm bashed its head against the steel wall and flopped on the floor. Blake fired several rounds into the soft parts of its body. Another coprion jumped in to attack Torchwick, then came another. Ruby cut the attackers in half, turning them into fillets. More and more grimm jumped into the hold to their deaths.

"What is going on?" said Ruby, "I've never seen gimm act like this before."

Another wave of grimm jumped into the hold and knocked down RWBY. Torchwick, unarmed, retreated into the furthest corner while his guard shot at the coprions. As they struggled on the ground a long tendril shot out from the sea and grabbed the hanging midget submarine. The tendril was smaller than the ones they faced above decks. It wrenched and pulled on the small craft. The crane creaked and swayed against the hard pulls. The ship rocked and gonged when a massive object struck against the side of the hull. The coprions inside were knocked to the side giving the novices a chance to breathe.

"Shoot the tentacle dammit!" shouted Torchwick as he ran for the console, "If it rips out the sub we can't fight them off! Shoot the tentacle!"

The guards ignored him and continued to shoot at the flopping grim. Torchwick pulled the levers trying to fight back. Monster and machine struggled over the turtle submarine, and monster was winning.

"Duck!"

Penny released her swords and slashed them across the air. Seven swords, glowing green, sliced through the slick, black, flesh and swirled around turning it into mince. She pursued the retreating limb beneath the waves and turned the water beneath the hatch into a whirlpool of steel and water.

"Close the hatch!" she ordered as the blades flew into her back.

"No, I'd rather keep it open," said Torchwick.

"Oh," said Penny, "Okay, but the grimm might try and grab it again."

"Sarcasm, that was sarcasm," said Torchwick as he closed the hatch.

"ALL HANDS ON DECK! ALL HANDS ON DECK!"