A.N./In the process of writing this I found out I was spelling Cybertronian wrong, I've been spelling it as Cybertonian.

Whoops.

Chapter 3: A new era.

He rolled his chair up to the table Penny's chassis was laid out upon, watched the last of the light green synthetic energon enter her lifeless body, and unhooked the clear tube from her chest. With a slight turn he was deftly typing away at her diagnostic terminal. His hand paused before he hit the final key to enter the startup command. He glanced over at her peaceful face and sighed. "Please work."

He hit the key and the room went dark as the generators struggled for a moment. As soon as it started the darkness ended, and he was greeted with a green pulsating light coming from her Spark chamber. A gasp escaped him as Penny's eyes flickered open. "Penny?"

She blinked and turned her head towards him. "Salutations, Father! I am indeed designated as "penny"! Is that my name?"

Relief flooded him. "Why yes. Yes it is."

Her eyes brightened and a wide smile split her face. "Sensational!"

He smiled. Honestly, he's just happy she didn't explode.

…

In hindsight, he probably should've taken more precautions than just trusting in his own engineering, but it all worked out in the end, so all's well that ends well. "Here, put this on."

He handed her a hospital gown, and she slipped it on without question. "Father, where is mother?"

"W-what?!"

"The one in my database that contributed the other half of my creation." His eyes widened in shock. Of course, he included knowledge of Backblast in her database, but he certainly wasn't expecting Penny to designate the large alien as her mother!

"Erm. Penny."

"Yes?"

"You cannot designate Backblast as your mother."

She tilted her head in confusion. "Why?"

"Well, he umm… didn't give birth to you, and he isn't my wife. So, change your designation for him."

"Okay!" He breathed a sigh of relief, that had been perhaps the single most awkward topic he has ever had the displeasure of explaining. "I shall designate him as uncle!"

He blinked, nonplussed, but eventually decided that "uncle" was probably fine. "Yes, well why don't we run some diagnostics, and I'll see if I can arrange a meeting with your uncle?"

"I would love that!"

"Fire!" The air shook as the 255mm mobile artillery piece fired in concert with a dozen others in an artillery cluster; one of many. "Reload!"

The crew, with the help of the loader arm, loaded the next massive high explosive shell into the breach in record time. "Fire!"

The shell soared into the sky with a hundred others and impacted into the center of the black horde. Great gouts of earth exploded from the ground, turning what Grimm were caught in the blasts into little more than a memory. Those that survived would continue to run headlong at the approaching armored vehicles and be cut down as thousands of grape sized pellets fired from their guns like colossal shotguns or were shredded by auto cannon fire. In the skies above, small aerial Grimm would be swatted like flies by Shrikes and their missiles while large ones would be riddled with holes by the Vulcans mounted on the nose of those very same Shrikes who weaved through the swarm with an almost contemptuous ease.

Above it all in the bridge of the Atlas Eternal, the newly christened General Ironwood watched with something akin to satisfied glee. With the boon to the Atlesean economy that the export fighter provided, he was able to fully reform the military with Backblast's designs. While many of them are less advanced than previous designs, they are all revolutionary in purpose.

The new Javelin mobile artillery was in a size that's never been seen before and possessed an unprecedented level of accuracy. The new Chariot design had been mocked by his peers for not being able to hover; instead they were long eight wheeled armored vehicles with a modular turret ring. There are really only three different turrets that can be mounted on it right now, but it still provides the Chariot design with unmatched versatility. Its anti air turret is equipped with missiles and the same Vulcan that's on the Shrike. The standard turret has a heavy machine gun and an auto cannon for mid and small sized Grimm. Finally, the heavy turret features a machine gun and large caliber cannon. The large cannon has proven supremely deadly with its two ammo types. One was a canister of a couple hundred metal balls and the other was a large metal dart that Backblast called a SABOT. Even the largest of Grimm fell to a SABOT as it could pierce through the thickest of Grimm bone plates with ease.

The result?

The Grimm horde before him was being slaughtered in a historic victory. Not a single man has been lost and the entire Grimm horde has been reduced to a couple dozen stragglers.

His peers could eat their words.

The only snag his forces encountered throughout the battle had been with the Advanced Bullheads. The near failure of a design had managed to be produced in limited numbers, despite the Shrike's success, and has replaced a good number of the original bullhead designs. They were large and lacking in weaponry when compared to the other vehicles participating in the battle, and were only able to provide minimal support after they dropped off their troops. He'd need to send a request to the lab for a replacement design.

Hopefully specialist Schnee will forgive him for not allowing her to participate in the operation.

When the last Grimm was taken out by a canister shot, the bridge, and likely several other areas, broke out into wild cheers. He let them have the slip in discipline, it was an unprecedented victory after all. Eventually, the cheering died down, and he cleared his throat. "Ladies and gentlemen. We did it. We developed weapons and a strategy to beat the Grimm. From this day forward we are no longer on the brink of extinction, but are instead upon the brink of a new age of victory!"

Wild cheers broke out again as his subordinates celebrated their part in making history. All thanks to their extraterrestrial guest, and his technological gifts. Remnant owes Backblast a debt that they may never be able to repay, even though only a handful of people know it.

"Truly? The experiment succeeded?"

"Oh yes. I was as surprised as you are." The graying doctor nodded. "I had half expected her to explode! Instead I was treated to a bright green Spark!"

"Amazing!" This was the first time she'd heard Backblast sound so excited. It was actually kind of strange. Although she hid the feeling well behind a mask of professionalism as she looked between the large alien and the finest robotics expert in the world as they conversed enthusiastically over the implications of Doctor Polendina being able to successfully make an artificial Spark.

"Ahem." The two looked at her. "I apologize for interrupting, but I would like to ask Backblast more about his people."

"Ah. Of course of course." Doctor Polendina nodded and turned back to Backblast. "I'll drop by sometime soon with Penny, she's been wanting to meet you."

"I look forward to it." With that, the good doctor left the building allowing her to get back to learning more of Cybertronian history. "What would you like to learn today, Specialist Schnee?"

She smiled. "Please call me Winter. We'll be working together for the foreseeable future."

Backblast silently stared down at her, something she learned that he had a tendency to do when thinking something over. Even with the catwalk she was standing on he still towered over her, and she had to suppress a shiver at the lifeless stare he gave from the helmet he was always hiding behind. "Alright, Winter."

Relief flooded through her, and her smile was replaced by her trademark stoic professionalism. "Okay, can you tell me about your people's early history?"

He froze for a moment, before sagging slightly. "Admittedly, I'm not particularly well versed in our early history; when the Thirteen still walked among us. The only thing I know is that one of the Primes supposedly went mad and murdered his brother, Solus Prime."

"What?!" She was shocked. To her understanding, the Thirteen were something akin to Cybertronian demigods, forged by one of their two gods personally. The idea that one turned on the rest was almost unthinkable.

"Yes, his name has been lost to time, but he is known as The Fallen."

"What made him go mad?"

Backblast shrugged. "Who knows? His existence isn't common knowledge, the only reason I know about him at all is because of a mission that took me to the Tomb of the Primes."

"Tomb of the Primes?"

A small sigh made its way past his helmet. "Over the next few hundred million years or so, the rest of the Primes became one with the Allspark in one way or the other. Each entombed in their own great hall extolling their deeds in life."

"I'm sorry, but did you say a few hundred million years!? Your people's history goes back that far?"

He nodded. "Oh yes. We as a species live incredibly long lives in comparison to yours. A single generation of ours is roughly equivalent to a hundred million years. Our civilization was in its… third? Fourth? Third or fourth generation."

"That's…" Incomprehensible? Impossible? Unbelievable? She couldn't even begin to grasp that length of time. It's simply such a long time that it sounded like a lie. "A really long time."

Backblast snorted in amusement. "It may as well be an eternity to you humans. There is no reason to hide it."

"Yes, well I didn't want to gawk."

"Fair."

She smiled at him. "What happened next?"

"That would be the Cybertronian Golden Age, which lasted about the entirety of the second generation of our people."

"That's a long Golden age, most human Golden ages last only a few decades at the longest."

"That probably has to do with our different lifespans."

"And here I thought it was because of our food." She said with a wry grin. The large metal alien let out a bark of laughter at her rather dry joke. Her grin turned into a small, genuine, smile. He seemed so much more personable today. It's as if the news of Doctor Polendinas' success in creating an artificial Spark brought life into his personality. She shook away the errant thought and re-adorned her mask of professionalism. "Why don't you tell me about your peoples' golden age?"

He nodded. "Our "golden age" covered the majority of the second generation of our civilization, and started roughly two hundred million years ago. The last of the Thirteen had become one with the Allspark and new Primes were elected by the Cybertron High Council and sent to Cybertrons' core, to Primus, to see if they were worthy to be named after one of the Thirteen." His words were wistful and almost reverent in their tone. "It was a time of enlightenment, exploration, and expansion. With space bridge technology: colonies were established across the galaxy, allowing discoveries beyond our imagination, and bringing riches and prosperity to all within our society, while new Primes spread new technologies for the betterment of all. Or so the story goes."

"You don't believe that's how it went?"

"I do." He clarified. "But it was long before I was born, only a handful of those who experienced the Golden age still lived by the time of the civil war."

She blinked in surprise. Only a handful? "What happened?"

"The Rust Plague." Backblast said the words with the barest hints of fear creeping into his voice. "It turned our great civilization into a slowly decaying shell of what it once was."

"What was it?"

"The Rust Plague was the worst calamity to ever befall our civilization. Our structures, technology, people, and even worlds began to rust away at a rapid pace until nothing remained. However, it was the measures taken to contain the plague that started the downfall of our species."

The measures? "Surely it couldn't have been that bad?"

He shook his head. "You don't understand. As soon as a world was infected it was doomed one way or another. It would either be quarantined and left to rust, or as the plague spread ever further despite the quarantines, Sentinel Prime would order infected planets be bombarded by a fleet to ensure it didn't escape the world."

She almost dropped her Scroll in horrified shock. "They wouldn't even try and evacuate anyone?"

"No. Sentinel Prime deemed it too risky to try."

"But… did he not care about them? They were his own people!"

"He cared in his own way." Backblast paused, seemingly thinking over what he was about to say. "Primes are the leaders of our species, standing above even the High Council."

"Like a king?"

"Yes! Like a human king. Now, Sentinel Prime had been a brilliant Cybertonian, but when the plague hit he had only been a Prime for a short time; having just taken over for the recently passed away Zeta Prime. He did not have the experience to deal with such a large-scale crisis, no one did. So when his initial plans to quarantine the affected planets failed he immediately resorted to extreme measures in a panic."

"Surely there were other methods he employed before going to the extremes?" She inquired.

He shrugged. "Hard to say, I was born after the Age of Rust. So I don't have a first person account of the events."

"I see… did it work?"

"No."

Her eyes bugged out in shock. "What?!"

"The plague continued to spread despite Sentinel Primes measures." He explained. "It was only stopped when Sentinel Prime ordered the systematic destruction of all space bridge technology, forcing us to rely on the much slower light speed drive to hold what remained of our civilization together."

"So destroying those worlds was all for nothing?!"

"Yes."

She stared up at his emotionless helmet uncomprehendingly. Slaughtering entire planets of people just to stop a disease, and it didn't even work in the end. Why? Why do something so cruel? It was madness! It'd be like destroying Mantle just because a few Grimm got past the walls.

When it became apparent that she wasn't going to respond, Backblast continued on. "As I was saying, Sentinel was a Prime. He had to take into account our civilization as a whole, and in doing so he deemed the loss of individual colonies to be insignificant to the catastrophe that would've befallen us if the Rust Plague reached Cybertron. The result of his final measure resulted in the loss of our galaxy spanning empire, dooming countless trillions of our people to the plague and caused an immense technological regression, but it saved Cybertron, the inner colonies, and stopped the plague."

Her jaw went slack. Trillions?! It was impossible, the number was greater than that of everyone who has ever lived on Remnant combined. She refused to believe such an enlightened people could be responsible for the greatest mass murder to ever exist. "Surely that's not right. I doubt your leader would let so many die?"

"He did, and saved our species in doing so."

Fury boiled up in her. "How can you stand there and try to justify such a genocide!? That monster left all those people to die! They were your people! Do you not feel any anger? No disgust or horror?"

It was only after she finished did she realize that she was panting with her face flushed. She cleared her throat and straightened; wrestling her feelings back under control. "I apologize, I let my emotions get the better of me. It was unprofessional and I hope you'll forgive the outburst."

Backblasts' only response was to silently stare down at her. She grew increasingly uncomfortable as he continued to stare down at her in complete silence. It became uncomfortable to the point where she wanted to speak up, but was stopped when his large visor slid up and revealed his optics. Despite the machine look of his red optics she could see emotion deep inside his gaze; a gaze full of sadness and guilt. It was unlike anything she had ever seen from him before, he was usually full of aloof superiority. So, seeing him like this was… jarring for her. "I cannot condemn them because I'm the one responsible for our species' final downfall."

"What?" She must've misheard.

His visor slid down. "I think that's enough questioning for now."

"Backblast, I-"

"I believe I already said that was enough for today."

Her voice caught in her throat when he cut her off, and she stared up at him with apologetic eyes. "Yes, of course. I'll be back in the future for more questions."

"Atlas's new General scores a crushing victory against massive Grimm horde." Glynda read off the headline for the current most popular news article on Remnant. "I see the tabloids are just as excitable as ever."

Ozpin didn't react to her remark, only continued to read the article with laser-like focus.

"Ozpin?"

He hummed in acknowledgment, still focused on the article about Atlas's new General.

"You'll be bringing him into the fold, won't you?"

His eyes flicked up to his young Headmistresses, she looked excited, yet also worried. He shut off his Scroll, placed it on his desk, propped his head up on steepled fingers, and looked her in the eye. "I always intended to, and now that he's made such waves in only his first month as General I intend to do so much sooner than before."

"But if he continues to find military success against the Grimm it could spell disaster for the Academies."

"Change is inevitable. If the future shows that organized militaries are the best way to combat the forces of Grimm, then so be it." Truthfully? He was worried about the resurgence of militarism among the Kingdoms. He had established the academies to push down that particular ideology in order to prevent another Great War from occurring, and if Atlas's success causes a resurgence in militarism it could mean war on the horizon. "However, the academies are likely to never go away. Armies require large amounts of time to organize, they'll be unable to handle smaller threats quickly, and Huntsmen operate in small enough groups that they can be deployed within the day."

"I suppose so, sir. I'm just worried is all."

He nodded. "It's understandable, change often comes with strife, and none wish for strife."

"Shall I clear your schedule?"

His eyes flickered down to his scroll. Much of his meetings today were of little importance, with the exception of a meeting with the council about Beacon's budget. He mulled it over for a few seconds before deciding the council could wait a day. "Yes, reschedule everything."

Glynda nodded and began tapping away at her scroll.

"Let us meet the general."

"Salutations, uncle BB! My name is Penny! It is very nice to meet you!" She had to hold back the laughter as Backblast stared down at the small unassuming orange haired girl. Penny was… energetic to say the least.

"I feel such a strange mix of emotions from this encounter." The ancient metal alien muttered under his breath.

"I feel happy, uncle!"

Backblasts' shoulders slumped slightly. "Why do you call me uncle?"

"I am partially based on your CNA and internal structure! Since "father" is already taken and I was told you cannot be referred to as "mother" I have designated you as my uncle!" Penny explained with more cheer than Winter had ever felt.

"…I suppose that makes sense. Very well. It is a pleasure to meet you, niece." She clamped a gloved hand over her own mouth to stifle the giggles threatening to break her professional mask. Doctor Armin was in much the same boat, but she also looked like she wanted to go and hug Penny to death.

"Oh, I am so excited to finally talk with you, Uncle!"

"Yes yes." Backblast waved away her enthusiasm. "Now show me what you can do little one."

Penny's reaction was shockingly human. She looked away, gripped the hem of her skirt, and started shuffling embarrassingly. "I um, I don't know what I can do."

Backblast blinked in surprise, before humming slightly and turning to Doctor Polendina. "Usually my kind has an instinctive knowledge on how to use their abilities. Perhaps her lack of that is the result of her artificial nature?"

"It could also be the result of your technology mixing with ours." Polendina suggested.

A nod. "I suppose that's possible." Backblast hummed in thought and held out his arm. He locked eyes with Penny and transformed his arm into his energon blaster. "I want you to try and do this."

He said nothing more as Penny looked over the weapon with extreme interest, before looking up at him. "How?"

"You need to will it into transforming and changing. It is a feeling. Concentrate, and it should come to you."

Penny looked at her own arm, focusing intently on it. Slowly it began to alter its shape, but it collapsed back into her standard hand after a moment. Where some would've been discouraged by the failure, Penny simply smiled brightly and started hopping excitedly. "Uncle! Did you see that?! I almost did it!"

He chuckled lowly. "Yes, I saw. Keep practicing little one. I'm certain you'll be able to do it."

Deciding to interrupt the oddly wholesome conversation, she finally spoke up. "While this is nice, the General has sent a request for a replacement design for the Bullhead."

"Your VTOL Dropship?"

She nodded and he let out a small hum in response. He simply knelt there staring ahead blankly, something she's grown used to seeing when he was thinking.

Little did she know at that time, but Backblast was currently having difficulty coming up with any one design to present to her. He found the Mi-24 Super Hind Mk III to be best suited for a replacement, but found its rotor's to be an unnecessary feature considering Remnants' already advanced VTOL technology. He was no engineer, not by Cybertronian standards at least, but he was more than able to modify the primitive human design. So he removed the main rotor and replaced it with the standard bullhead wings with a slight upward sweep, and altered its tail from a rotor tail into a butterfly tail similar to those used on standard Bullheads.

It was a somewhat crude hybrid of Earth's and Remnant's technology, but he was certain that it provided enough for them to work out the kinks and create an effective craft. "I believe this craft will do finely."

Like all times before, red lines shined from his optics and constructed a 3D hologram of the design.

Winter hummed and circled the design, fully taking it's every last detail. "It's certainly well armed if a little… ugly."

"I hardly see an issue." He countered.

She was being kind, the thing looked hideous. Its only attractive feature was its dual bubble cockpit, but by the brother gods it was heavily armed and armored. A high caliber nose gun with an advanced ball camera and six modular hardpoints mounted on two wings. The hologram rotated between the possible weapons that could be mounted on those hardpoints and it looked promising. Its armored airframe looked more than capable of protecting its passenger bay, which didn't look terribly large, but it didn't look small. It was very menacing in its appearance, but still terribly ugly.

Even with all of those features, the design was somehow similar in size to the Advanced Bullhead.

A perfect replacement if she had ever seen one.

"I'll bring this design to General Ironwood, it should provide a beyond adequate replacement for our current design." She paused and shot him a teasing grin. "Be sure to have fun with your niece while I'm gone."

The ancient mechanical alien shot her a dirty look as she walked away to grab the flash drive Backblast had no doubt already transferred the design into, and Penny took the opportunity to start questioning Backblast excitedly.

Once outside the makeshift lab, she thought over how she interacted with Backblast. He was somebody who threw her well crafted decorum and poise out the window in their first meeting. Because of that, she's able to act a bit more freely than she usually does, even more so than when she is with Weiss.

It helps that everything inside the hangar is top secret. No need for strict mannerisms when no one will ever know about it.

She paused, stopping her stride in the middle of the hallway. Did… did she consider him a friend? It was a foreign thought. Most in the academy had been intimidated by her name, and those that weren't intimidated were disdainful. It made her social life little more than a pipe dream. So, she simply never bothered.

Backblast was very odd, but he was pleasant to talk to and didn't know, or probably even care, about the significance of her name.

It was nice.

So she asked herself again. Does she think of Backblast as a friend?

Yes. She smiled.

Yes she does.

She left the facility with the smile still on her face, and by the time she reached her shitty apartment in Mantle in her half-functioning car, far away from her father and his money, hours after dropping off the flash drive containing the design on the Generals desk: the smile remained.

A.N./Penny is here! A few years earlier than canon too!

Fuck yeah.

If you can't tell by now, I am of the opinion that the Grimm would be a joke to any modern military. Hordes? Oh no. Whatever shall I do? I only have high caliber weapons capable of spewing over a thousand rounds per minute and cannons firing projectiles that can pierce a tank after blowing through three others! Surely I am doomed! Yeah, the Grimm really aren't that threatening when you learn of some of the fucking insane weapons that exist nowadays.

I'm also a massive fanboy of the Mi-24 hind, and certain other implements I've added through BB.

In reality, I didn't actually have a need to replace Ironwood with Winter; as I am fully capable of writing him into the role I've written Winter into, but I really like Winter. She's among my top five favorite characters in RWBY. Everything about her is great, her characterization, design, voice actor, and development are just all things I like. So, I wrote her in, and It worked out.

To the guest asking about the "last bot standing" timeline: I had no idea what that was until I read your review, sounds cool, sorry to disappoint, but no it is not.

Anyway, this will likely be the chapter formulae for a few chapters. Stuff changing in Remnant with a section of BB and Winter talking about his past.

The next story I update will be A Rose in a Land of Guns. After that I'll be going radio silent for a few months.

Peace muh dudes!