While they were getting ready for the attack, Penny had been getting along with the monsters.

She helped Dr. Bots with some experiments he was making, and actually keeping them from exploding.

She had fun sparring with Gerald, and the ape would try everything, but Penny was much more durable than the average human.

Penny would never get tired of Mater's Tall Tales that he told to everyone.

Penny would also laugh at Bendy's clueless nature, and often help him, even if he kept screwing it up.

She also liked petting Reptar, who was very gentle with her.

And she had some great time with Ruby the most, seeing how far they go back.

But there were two that she was having trouble with: Shadow and Summer.

Speaking of Summer, she got a new outfit. She wore a one-piece red dress with white frills under the skirt and exposed shoulders, separate black sleeves with red and black bracers and a separate black skirt that covers most of the red one underneath. She also had a less bulky version of her white cloak with a red inner liner, which is secured by a pair of black leather straps with leaf-shaped pins that attach to the cloak at the shoulders before crossing above her chest and eventually attaching to a set of thick black belts around her waist. Covering her legs is a pair of grey leggings and on her feet is a pair of black high-heeled boots with red highlights.

While they held no grudge, they didn't trust Atlas that well.

However, Penny was still trying to get to know them.

One time, she accidentally bumped into Summer, and said, "Oh, sorry Mrs. Rose."

"It's alright Penny," said Summer, "I wasn't looking where I was going."

As Summer walked off, Penny then asked, "Why don't you like me?"

Summer stopped, and turned around.

"What do you mean?" asked Summer.

"Well, when you see me, you tend to avoid me, like I did something wrong. I haven't, have I?"

Summer sighed, "I... I just don't know if I can trust you."

"Why not?"

"You were built by Atlas, and well, just look at what happened to me: Ironwood tried to kill me because I made friends with someone who was made by Salem, but ended up nothing like her. That son of a bitch will pay for making my family suffer."

"But I'm not Ironwood," said Penny.

"But Atlas is no better," said Summer, "The Schnees and other higher ups confirm that. With how they treat the Faunus. And Ironwood is no better."

"Ironwood helps the Faunus," said Penny, "He lets them enroll in the Academy, and the Military."

"But he knows what goes on in the Schnee Mines, yet doesn't do anything about it."

"But I'm nothing like that," said Penny, "I-"

"HOW CAN I TRUST YOU WHEN YOUR PEOPLE DESTROYED MY LIFE!?"

Penny backed up, and Summer said, "I... I'm sorry Penny. I know Ruby trusts you, but... I just... I just-"

Penny then hugged Summer, and said, "Mrs. Rose, you're not alone in this anymore. You have Ruby, Yang, Mr. Xiao Long, and Shadow. All who care for you. And I will not stand by, as Ironwood takes that away from us."

Summer smiled, "Thank you Penny. I... I guess I let my judgement cloud me. I'm sorry I did. But, a part of me still doesn't trust you. I'll... just have to wait for the fight to decide."

Later, Penny was listening to another of Mater's tales, when she saw Shadow looking like he was in deep thought.

She walked up to him, and asked, "Are you okay?"

Shadow looked up, and said, "Oh, it's you."

"I know you don't trust me," said Penny, "But, I promise you, I won't turn."

"I promised Summer I would always look out for her," retorted Shadow, "And look how that turned out."

"You can't compare that to this," said Penny.

"I just did," said Shadow, "And if you're just wasting my time, I'm leaving."

"We're really not too different," said Penny.

"Really?" asked Shadow, turning around, "And how are we alike?"

"We were both created artificially, we both care deeply about the people who were our first true friends, and, we suffered losses."

"And who did you loose?" asked Shadow.

"My father," said Penny, "Each time I was rebuilt, he put part of his soul into me. That's how he gave me Aura. He literally puts himself into his work. And the last rebuild, this body I'm in, that was it. That was the last bit of life he had. After that, I was instantly put into under cover here at the base, and to report to Ironwood if anything happened. And well..."

Penny sat down, and Mater was still talking in the background, not knowing Penny had left.

"I was created to bring peace, and to stop Salem," said Penny.

"I was created to be a weapon for her," said Shadow, surprising Penny, "But I refused. I bought everyone the time, by using a powerful Aura Technique known as Chaos Control to teleport the whole work place, and the people, except Salem, to the hidden lab.

"And after that, my blood was used to help cure Summer of her terminal disease. She then stayed on the base for a bit longer just in case, and we bonded like Brother and Sister. However, that Ironwood prick caught word of what happened, and well, he went to shut down the whole operation, all because of Salem's inclusion, and that was it. He didn't care of the breakthroughs they made, the bond I formed with Summer, just that I was the 'enemy' and had to be eliminated.

"After that, I was captured into this facility, and put into suspended animation. Until that horned bastard Adam Taurus found me, and opened my pod."

"You were found by Adam Taurus?" asked Penny.

"Don't worry," said Shadow, "He came to his wounds if the Grimm didn't get to him first."

"You..."

"I was blinded by anger. His words still do haunt me a bit. But, I've moved on. I'm here to defend Summer's family and friends. I just hope you won't turn on us."

"I won't," said Penny, "I promise."

Just then, the alarms went off, and the speakers yelled, "ATLAS MILITARY AT 8 O'CLOCK!"

"What?" asked Bendy coming out of a toilet, "But it's just 12:15."

Soon, everyone was getting into positions, and Winter lead Qrow and Tai to the front gates. And there, in the skies, was the Atlas Military, coming in for a landing.