Hey guys the updates might slow down for a bit due to real life problems but it shouldn't take too long before the next one. I really liked writing this chapter for no apparent reason so hopefully you guys like it, anyway enjoy.

Red sighed as she watched the clock, struggling to stay awake while her hands began subconsciously scribbling on the papers in front of her. Feeling a pair of eyes staring at her Red frowned as she turned around, just in time to see Emerald look away, 'they've been staring at me all day.' They were good though, for anyone without Earth aura's detection ability she doubted they would noticed the pair's spying. 'There is definitely something going on with those three,' thought Red, scowling as she turned her attention back to the clock.

Port didn't seem to realize that half his class was struggling to stay awake as he continued with his story, "you see students there I was face to face with my arch nemesis, the dreaded Edgar, when…"

Unfortunately as Prof. Port's lecture continued to drone on Red felt her concentration once again slipping, yawning she glanced over to see Jaune once again trying to hit on Weiss. 'I'll give him points for being stubborn if nothing else,' she thought with a sigh. Honestly it constantly amazed her just how oblivious the blonde was when it came to the opposite sex. Turning back to the professor Red's eyes began to glaze over and she started scribbling on the pieces of paper again, her mind elsewhere.

"…uby? Remnant to Ruby, hello anyone home? Come on it's four, class is over," said Yang, snapping Red out of her trance as the blonde waved a hand in front of her face.

"Uh…I'm awake!" cried Red as she jumped to her feet, only to hiss in pain as she banged her knee on the desk.

"Good to see you still so energetic this late in the afternoon Miss Rose," bellowed Prof. Port as he approached them.

"Um…of course sir your lessons are just so invigorating I can't help myself," lied Red as Yang snickered softly in the background.

Whatever Port was going to stay died in his throat as he looked down at the pieces of paper in front of her, his expression darkening considerably as he turned to Yang. "Miss Xiao Long I need to have a word to your teammate, alone," he ordered.

Both the sisters looked at each other in surprise at this before Red nodded to Yang, whom gave her a concerned glance as she walked out of the room. Once the door shut Port picked up the papers and headed to his desk, motioning for Red to follow. Taking a seat at his desk the professor sighed before placing the papers on the table, giving Red her first good look at her sketches. One had some sort of patterns drawn on it, almost like runes that for some reason seemed familiar to her. The next caused her to frown, it was a Grimm mask drawn in perfect detail but not like any she'd seen before. The mask seemed too small to for a normal Grimm and it was covered in the same rune-like patterns that seemed to join together in the center of the mask. Red frowned, 'how did I draw that? I've never even seen it before and I'm no artist, there's no way I could come up with something like that on the go.'

Port cleared his throat, fingering the picture with a frown, "Miss Rose why did you draw this and where did you see it?" he questioned, firmly.

Red just shook her head in confusion, "I don't know sir, I just sort of zoned out during class and started scribbling on the paper."

The professor's frown deepened, "so you don't know where you last saw it?"

"No sir, I don't even remember seeing it in the first place. Why? What is it? I mean it looks like a Grimm mask maybe I saw it when I was fighting them or something?" asked Red curiously.

Port shook his head, "no you definitely didn't seen it while fighting Grimm."

"How can you be so sure?" replied Red with a frown.

"Because you'd be dead," answered Port, causing Red to flinch as he looked her in the eye. "Very few of these creatures have ever been discovered and everyone has been extremely dangerous."

"The last one to be found was by the Headmaster and his team back during their later days here at Beacon. They were sent to investigate the disappearance of citizens from Mountain Glen before it was overrun. When they returned to Beacon they were all exhausted and the Headmaster was badly injured and even then they weren't able to kill it, only drive it off," informed Port.

Red felt a chill run down her spine as Port continued, "fortunately they appear to be small in numbers and seem to avoid larger settlements. However if you've seen one then that can only mean they're getting bolder, which is both a good and a bad thing."

"Hold on professor how can that be a good thing? You just said that they're incredibly dangerous," questioned Red as she blinked in confusion.

"Yes they are dangerous but it seems that other Grimm fear them as well, so it's a choice of one large threat or many smaller ones. If the creature has indeed marked its territory here then I wouldn't be surprised if we see a mass exodus of Grimm from the area. Even Goliaths are hesitant to cross into these established borders," explained the professor.

Red froze at this, her mind going back to the incident at Emerald Forest. "Um…professor I might know where it's hiding," she informed, fearfully.

Port immediately looked up and a frown grew on his face as she told him of her late night training trip to Emerald Forest. Once she finished he sighed, "Ruby are you absolutely sure the Beowolves fled? They didn't just give up on hunting you down?"

"I was standing out in the open and they had a clear view of me, there is no way they didn't spot me. But the minute I flared my aura the Alpha whined before fleeing faster than I'd ever seen one move before," she told him with a frown.

"You were flaring your Earth aura yes?" he asked, a thoughtful expression on his face.

"Yes but I fail to see how that's relevant," she said, confused.

Port just shrugged, "right now we need all the information we can get on the situation. Ruby I want you to stop going out of school grounds until we get this sorted out, that means no more late night training sessions in Emerald Forest understand?"

Seeing her nod Port dismissed Red before looking down at the picture on his desk. Hearing the door shut the professor packed up his equipment and headed to the Ozpin's office, already imagining the lack of sleep he'll get from leading the search parties. In truth he hoped he found evidence of one of the creatures, the alternative was not one he wanted to consider.

Red walked into her dorm with a frown, still think of her encounter with Port. 'If I can't go out of school grounds where am I supposed to train with my Earth aura?' she thought, frustrated. So consumed by this thought was Red that she didn't even notice Weiss standing in front of her until it was too late. With a cry of surprise the two partners crashed into each other, landing in a tangled mess on the floor.

"Ouch Ruby watch where you're going you dolt! And where were you we've been waiting for ages," growled the heiress as she picked herself up.

"Sorry about that Prof. Port wanted to talk to me," she replied.

"What about? I think that was the first time I've ever seen him that serious," asked Yang.

"You'll find out tomorrow, needless to say don't go into Emerald Forest from now on," she informed her teammates, getting a confused look but a nod of understanding in response.

Climbing onto her bed Red sighed in relief as she got into her casual clothes, eager to get rid of the constricting uniform and into something comfortable.

"Alright guys today's the day the investigation begins!" cheered Red as she leapt off the bed.

"Glad to see you're taking it so seriously," groaned Weiss.

"Hey we've got a plan that's…moderately serious," commented Yang.

"Yeah it's better then what we usually do," agreed Red.

"Speaking of which does everyone remember-" Red paused as her aura detected two people outside their window.

'Those two again this time I'll catch them in the act,' she thought, grabbing Crescent Rose as she walked over to the window. Pulling back the curtains she was surprised to see not Emerald or Mercury but Sun hanging upside down from a nearby branch. Team RWBY jumped back in surprise as the monkey Faunus just gave them a sly grin.

"Sun how did you get up there?" exclaimed Yang in shock.

"It's easy I do it all the time," he replied.

"You do WHAT!?" shouted Weiss.

"I climb trees all the time. So what are you four up to?" he asked, curiously.

"Sorry Sun we don't want to-" Red paused. 'Wait if I get him to go with Blake there's an opportunity for them to get closer and more importantly get her focus off me. No more Ladybug! Red you are a genius!' she realized as a smirk crossed her face.

"You know what forget that, welcome aboard Sun," grinned Red, much to the dismay of her teammates.

"Ruby I'm not sure this is such a good idea," warned Weiss.

"You're right it's not good, it's great," replied the reaper, happily.

"Awesome, hey Neptune we're going to explore Vale," said Sun, looking to his side.

Blinking the members of team RWBY stuck their heads out the window to see Neptune pressed up against the wall. Red gave a low whistle of appreciation, even she would've deem that too dangerous and she did parkour.

"Sup," greeted the blue haired boy with a smile.

"How did you even get up here?" Red asked, intrigued.

"I have my ways," said Neptune before his smile dropped as he looked down. "Seriously though can I come in we're really high up right now."

"I got it," sighed Red as she helped Neptune into their room.

Once they were inside Red explained the plan to the two members of SSSN, getting glares from both Weiss and Blake as she assigned them to help Yang and the cat Faunus. Grabbing Weiss by the collar Red grinned as she dragged the heiress to the docks, ignoring her struggling teammate's protests.

"So this is the Cross Continental Transmit tower huh? Man it really is big," whistled Ruby.

"You think this is big you should see the one in Atlas. That's right I forgot you don't know anything about it do you?" asked Weiss.

Seeing Ruby shake her head Weiss elaborated, "the technology was originally developed by Atlas to allow the four kingdoms to communicate with each other after the Great War."

"You were originally from Atlas weren't you Weiss?" asked her teammate.

"That's right the Schnee Company is based in Atlas," nodded the heiress.

"Why'd you go to Beacon instead of Haven?" responded Ruby, curiously.

Weiss frowned remembering her home with no small amount of anger, "let's just say I have my reasons and leave it at that."

Ruby nodded before a smile appeared across her face, "Ooh, I'm going to take a picture!"

Weiss watched impatiently as Ruby fumbled with her scroll and only sighed when the reaper dropped it on the ground.

"Oh. You dropped this," came a familiar voice.

Weiss looked at the source and nearly let out a groan at the sight of the ginger before her, only the fact that she was a good fighter stayed her tongue.

"Penny? Hey it's been ages how have you been?" greeted Ruby walking up to her.

"Ruby!? Ah…I have to go bye," replied Penny, shoving the scroll in Ruby's hands before running away.

"What was that about?" asked Weiss.

"I don't know but I'm going to find out cya later Weiss," called Ruby before chasing after the ginger.

"Hey wait…humph that insufferable little red," she mumbled, walking into the tower.

After going through the numerous security check points Weiss sighed as she sat in front of the terminal, plastering a fake smile on her face.

"Thank you for calling the Atlas- Oh! 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," asked the operator.

'Oh God no,' thought the heiress. "No, thank you! I was actually wondering if you could find some files for me. I've compiled a short list," she requested, pleasantly as she inserted her scroll into the keyboard.

"I see. If you don't mind... what may I ask is this for?" replied the operator.

"School project," she lied.

"Um... There are some sensitive documents on this list, ma'am," informed the operator, nervously.

"Well, then, I'll be sure to treat them with care," replied Weiss.

"Right...umm unfortunately Miss Schnee you don't have the authorization for these documents," said the operator.

"What!? But I'm a member of the family nothing should be beyond my clearance," exclaimed Weiss.

The operator frowned as she typed into her computer, "the records show that Mr. Schnee revoked your clearance level after 'frequent abuse of authority and potential damage to the company.' I'm sorry ma'am I can patch you through to your father if you still need the documents."

Weiss shook her head, "no thank you that will be all," she replied, hanging up.

"Well that didn't go according to plan. Hopefully the others are having more luck," she muttered, heading back to the door.

"Penny wait! Stop running and tell me what's going on!" called Red as she chased after the ginger.

"Please stop following me Ruby," cried Penny.

"Penny I just want to talk, please as a friend," replied Red.

Giving a sigh the ginger stopped running and turned to grab Red, "it isn't safe to talk here," she said before dragging Red to a nearby café.

"Alright Penny why did you run from me?" asked Red as they began to walk down the streets.

"I was…ordered to stay away from you. He said you were extremely dangerous and I need to be careful around you," answered Penny.

Red stopped in shock, "what that's ridiculous! Who has feed you these lies!" she demanded.

"Well it was Mr. Ironwood who told me," she replied, honestly.

"The General?!" exclaimed Red in disbelief.

Penny nodded, "he told me about the White Fang and even called you a ticking time bomb."

Red's expression darkened, 'nothing to fear from me my ass! Note to self never trust any military ever again.' Her expression grew ever darker as they rounded the corner to see a hologram of the General advertising new models of androids.

"Ruby? Maybe we should go somewhere else," said Penny concerned.

Seeing her friend becoming increasingly nervous and agitated Red nodded and they both headed back down the street in the opposite direction.

"What's wrong Penny why'd you freak out like that?" she asked with no small amount of concern.

"I didn't want the soldiers to see me if they did I'd have to be dragged home," replied the ginger.

"What? Why would they do that? Penny if you're in trouble then I can help," said Red frantically.

"No no it's nothing like that it's just…you're my friend, right? You promise you're my friend?!" begged Penny.

"I promise," replied Red solemnly.

Penny sighed before leading her into a nearby alley and grabbing a piece of broken glass. Red watched in confusion that rapidly turned to horror as Penny slashed the glass across both her hands.

"Penny stop!" she cried, grabbing the glass from her.

The ginger just smiled sadly, "don't worry Ruby I'm not hurt."

Red frowned as she looked down at the piece of glass in her hand, noting the lack of blood on it. 'What the hell?' she thought with a confused expression. Seeing the confused look on her face Penny gently took the glass from her before dropping it on the ground.

"Ruby... I'm not a real girl," said Penny holding out her hands to reveal the metal beneath them.

"Oh," replied Red, shocked. "Penny do you mean…you're an android?"

The ginger nodded her head before looking down at the ground, "I'm the world's first synthetic person capable of generating an Aura! I'm not real," she concluded, sadly.

Red grabbed Penny's hands with her own, "Of course you are. You think just because you've got nuts and bolts instead of squishy guts makes you any less real than me?"

Penny blinked in surprise, "You know you're... taking this extraordinarily well."

Red was silent as she digested this trying to work out what to say, eventually she just sighed and sat down. "Maybe that's because you're more real than I am," commented Red quietly.

"Did the General tell you how I was 'born'?" she asked, gesturing for Penny to take a seat beside her.

Penny just shook her head as she sat down next to Red, curiosity evident in her eyes. "I have memories of dying twice Penny. You see the first one was a sparing accident and Ruby took a lethal blow to the head. The next was Laura rushing to get home ahead of a storm but she fell from a rooftop, she died on impact."

Penny said nothing as her eyes widened and Red continued, "both of them felt differently, Laura was terrified right up until the end while Ruby just accepted it as inevitable. You see at some point I was asked, who am I? Ruby or Laura? And you know what? I'm neither, I am the fragments, the leftovers, of two very different people Penny. Simply throw pieces of Laura and Ruby together and viola you get me, Red, a puppet masquerading as a dead girl."

Red grew quite as she looked up at the sky, "everything I do, every decision I make, is influenced by them. If I like something it's because one of them did before me, if I'm good at something it's only because my predecessors took the time to master it."

Standing up she offered the ginger a hand, "but you're not like that Penny, you can choose for yourself what you like, what you do. Every skill you have you earned not had them simply handed to you, in that sense you are more human than I could ever hope to be. So don't you dare say you're not real no matter what anyone says!" finished Red fiercely.

"But I'm a machine just like those ones we saw earlier, how can you be sure?" asked the ginger.

"Penny you are nothing like them, you have a heart and a soul I can feel it. If you want proof than simply look at yourself. You said it yourself, you're the first synthetic person to generate an aura. In order to have an aura one must first have a soul for it to protect," replied Red, a smile on her face.

"Oh Ruby. You're the best friend anyone could have!" exclaimed Penny happily as the ginger crushed Red in a bear hug.

"Penny can't breathe! Tap out tap out!" choked Red.

As Penny let go they both heard Red's scroll go off, frowning Red opened it up to see an incoming call from Blake. Pressing the answer button the two of them were assaulted with noise before they heard Blake's voice through the scroll, "everyone if you can hear me we need backup!"

Red and Penny glanced at each other in surprise before Red spoke up, "hold on I'm on my way."

"I'm coming to Ruby," said the ginger.

"Penny are you sure?" asked Red.

Penny just grinned, "don't worry Ruby, I'm combat ready."

Welp looks like Roman's in for a surprise doesn't it? I decided to change things up from canon so it's not just a rehash of the series hope you guys liked it. Looking forward to writing Penny's fight scene, should be fun.