(Disclaimer: I do not own RWBY or Kikaider. They both belong to their respective owners. I just own this idea, which might become a story, and my OC's)

RWBY: The Second Pinocchio

If one asked what Penny felt at the moment, she would have replied with words like fabulous, or amazing, or excited, or sensational, or something among the lines. The point is that Penny was very, very happy at the moment.

The orange haired girl walked along the sidewalk as she looked at everything in wonder. Oh! I'm sorry, not girl, I meant to say android, yes android!

You see people, Penny isn't what people would call normal, and that's saying something when the people of Remnant are allowed to carry weapons on them as killer, soulless beasts plague the world. The truth is, Penny wasn't a real girl, but is in fact an android, a robot. She may seem like a normal girl, but under that skin was a skin of steel and metal.

Penny isn't like other robots though. She actually has the ability to produce her own Aura, thus she has a soul. Penny was built by her 'father,' along with the help of a man named James Ironwood, the military learder of Atlus. For most of her life, Penny has lived her life in her father's house and Ironwood's academy. The only things she has ever seen are the experiments her father conducts, the lessons in the academy, and the creatures of Grimm.

So the reason why she was excited right now because she wasn't in the kingdom of Atlus but in the city of Vale in the kingdom of Vale. Meaning it was her first time outside of Atlus and she was elated...excited...happy...something among those lines.

In fact, she was even more happy. If you're wondering why she was so happy, it's because she's finally made her first friend in the form of a girl named Ruby Rose. Sure, they weren't the same as Ruby was a human and she was a robot, but that didn't stop her from being so happy. Sure, she attended the academy in Atlus, but the place was more of a military school than an educational one so she really didn't have the chance to make friends there. Now she was even more happy that she came to Vale for the Vytal Festival.

Sure, she was sad that Ruby and her other friends had to leave, but she understood that they were students of Beacon and had stuff to do. Plus, she was sure that they'll meet up again, it was this gut feeling that told her, even though she technically didn't have any guts.

"I wonder if I should have gotten her phone number?" Penny thought out loud. She read in a book that friends always share phone numbers. She then remembered that she didn't own a Scroll to begin with. "I'll have to ask father to get me a Scroll soon."

(Insert Kikaider: The Animation-OST-9-Jiro's Guitar Part 1)

Penny stopped walking when she heard the sound of music playing. From the sounds of it, the music sounded like they were being played from a guitar. For some reason, Penny felt attracted though she couldn't help but think that the song sounded very...sad.

Looking around, she found the source of the music. There, sitting on a bench was a male about the same age as her, well about the same age as her appearance.

The male had black hair, the same shade as a Nevermore's feathers. He wore a blue and red jacket over a yellow shirt as the jacket was blue on the left side and red on the right. The same goes for the collar. He wore blue pants that had a silver lining along the side, black shoes, a pair of goggles hanging around his neck, and black belt around his waist as the buckle was a circle, the left half being blue and the right half being red.

In Penny's option, his choice of wear was unique.

As people passed by, Penny stayed and listened to the music the male was producing from his red acoustic guitar.

(Song End)

Once the male strung the last string, the song came to an end. Penny opened her eyes that she had closed earlier and started to clap. The male heard her clapping and opened his eyes to reveal chocolate brown eyes.

"That was a beautiful song." Penny complimented.

"Uh...thanks." The male said as Penny walked up to him. "I didn't think anyone was listening so intently. You're not from around here, are you?"

"How can you tell?" Penny asked, curious on how this male she just met knew.

"Well, I've lived in this city here for quite awhile so I can tell from people who are new around here, or who seem to know the place." The male explained.

"That's amazing!" Penny said.

"It's not that amazing." The male said before asking, "So, what's your name?"

"I'm Penny. It's a pleasure to meet you." Penny said.

The male nodded in agreement before asking, "So, what's a girl like you doing here in Vale?"

"I'm here to fight in the tournament."

"Tournament?"

"The one being held in the Vytal Festival." Penny answered.

"...Oh yeah, that tournament." The male said. "You're fighting in it?"

Penny nodded. "I'm combat ready."

The male blinked a few times at Penny before saying, "Well, experience has told me to never judge a book by its cover. Oh, by the way, my names Seth Aberrant." The now named Seth offered a hand for a handshake. "Nice to meet you Penny."

"A pleasure." Penny said, taking the hand and shaking it at a very fast pace that would have surprised any other person, but Seth didn't look all that affected. She then looked at a nearby clock and gasped. "Oh no! Look at the time! I have to get to my father."

"I can give you a ride." Seth offered, getting up and swinging the guitar onto his back. "I have my bike parked at a nearby parking lot."

"Oh that would be very helpful." Penny said as they walked to the parking lot. "My father cares for me very deeply and worries about me so he told me to not venture out too far."

"He sounds like a wonderful father." Seth said as they made it to the parking lot and walked up to a yellow motorcycle with a side car on the right. This was Seth's motorcycle, the Sidemachine.

"Oh he is." Penny said as she got in the side care. To be honest, this is the first time she's ever rode on something like a motorcycle so she was a bit nervous and excited.

Seth got on the bike and turned on the engines before asking, "So tell me, where is this father of yours staying at?"

"We're staying at Beacon Academy." Penny said. "I'm a transfer student so take me to the docks. I should be fine from then on."

"Okay." Seth said before put on his googles and revved up the engine before taking off.

Penny yelped in a bit of surprise not at the speed they were going at, but at the feeling of the wind hitting her face. She can honestly say that riding on a motorcycle was way better than riding in a car. Penny looked at the man known as Seth who was busy driving and smiled.

'I think I just made a new friend!' Penny thought happily. Two new friends in one day. This was truly one of Penny's happiest days ever.

(Time Skip)

If one asked what Penny felt at the moment right now, she would say that she was very confused. In fact, she was beyond confused. Why she is confused you ask? Because right now, both Atlesian soldiers and Atlesian Knights as well a couple of Atlesian Black Widows surrounded her new friend, Seth, blasters and cannons all pointed at him threateningly. Hell, there even some of Ironwood's newest Atlesian Knight models as well!

"Commander Black, what is going on!?" Penny asked the commander next to her.

Commander Jacob Black was a tall man in his 30's. He had black hair, a goatee, blue eyes, and a scar across his nose which he got from a battle long ago. Like the rest of the soldiers, he wore Atlesian military armor except that he chose to not wear his helmet.

"Stand back Miss Penny." Jacob said, pushing Penny back. "That thing is not human."

"What? What are you saying?" Penny asked. Of course Seth was human. Even if she was a robot, since she had an Aura, she can feel the Aura of people to some extent and she felt Aura coming from the boy with a guitar. "Of course he's human."

"That's what he wants you to think, but that couldn't be more far from the truth." Jacobs said before he turned back to Seth. "Isn't that right, Target: Pinocchio? Or should I call you...Kikaider!?"

"Kikaider?" Penny repeated the name in confusion.

Seth gritted his teeth as Jacob raised his hand.

Penny's eyes widen when she saw that Jacob was about to give the order to open fire. "Wait!"

"Fire!" Jacob ordered, bringing his hand down.

That was every soldiers, Knights, and Widows signal to open fire. The soldiers fired their blasters, the Atlesian Knight-130 unleashed their hand-turned machine guns, the Atlesian Knight-200 fired their blasters too, and the Atlesian Widows all combined their cannons and charged them.

"Seth!" Penny cried out in worry for her friend.

Seth gritted his teeth again when he saw all the attacks headed his way. Acting fast, Seth bent down and jumped...really high in the air!

"Seth?" Penny muttered, amazed at the height her friend jumped.

While in the air, Seth grabbed his guitar and plucked a few strings before three small gun barrels appeared at the top of the handle. Aiming downward, Seth played a few strings before bullets flew from his guitar, getting a few Atlesian Knights before they exploded. Seth landed on the ground soon after and was off running around to avoid getting hit. The Widows then got done charging and fired their cannons, but lucky for Seth, he was able to dodge as the cannon struck other soldiers and Knights, causing a big explosion.

The Widows seemed to process their mistake and switched back to multiple cannons and before firing at the running guitar boy. As Seth dodged more fire, he fired his guitar gun, taking out some Knights, but was careful not to hit any of the soldiers. Instead, he charged up to one and knocked him out with a spinning kick. He ran up to some more knocked them out with kicks before firing his weapon again to destroy some more Knights, both old and new while dodging the cannon fire from the Widows.

Jacob gritted his teeth in frustration as his men went down one by one while Penny started in awe. Sure, Huntsmen and Huntresses were capable of amazing feats, but she was amazed at how fast the trained soldiers of Atlus were going down, how both the old and new models of the Atlesian Knights were getting destroyed, and how many times Seth manged to avoid the cannon fire of the Widows.

"As expected of one of Dr. Dark's creations. No choice but to use one of those." Jacob said before he pulled out his Scroll. "Call it in! We getting our fucking asses kicked down here!"

Jacob closed his Scroll once he heard a "Roger" from the other end.

Back with Seth, he knocked back another soldier before raising his guitar and blocked a sword strike from a Knight, kicking it back and unleashing bullets on it. Once that was done, Seth decided that it was time to take care of those annoying Widows. He ran up to one, using his speed to avoid the cannon fire before jumping on top of one and soon held on for dear life as the Widow held one for dear life. Being a machine, the Widows were designed like any other machine to follow orders and right now, their orders were to open fire on Seth so they show any hesitation when they aimed at the Widow Seth was riding on and fired. Seeing this, Seth jumped off the Widow and onto another just as the previous one was blown to bits.

"They'd attack one of their own without hesitation." Seth said, anger rising before he was forced to jump off the Widow he was on as it too was destroyed. This process repeated itself for two more times before Seth landed on the last Widow. "Last one!"

With great strength, Seth punched through the metal skull of the Widow before using both his hands to making the hole wider. Once big enough, Seth dropped in. From an outside point of view, the Widow was fine, but then it started jerking, sparks were flying before finally, it stopped moving and slowly fell to the ground. After then, another hold was made and Seth got out.

"Amazing." Penny muttered.

"I suppose you won't let me walk away peacefully?" Seth asked.

"Not in your life Kikaider." Jacob said before he looked up.

Seth saw this and he too looked up as well as Penny. Up in the sky, a metal crate was falling from the sky and heading towards Seth, Quickly, Seth jumped back just as the crate crashed into the ground.

"What in the world?" Seth said as steam spewed out when the crate was beginning to open. Slowly, the door opened and revealed something that made Seth's eyes widen.

From Penny's pint of view, she could see a thing. What was that metal crate that fell from the sky via VTOL transport and what was inside. The door opened slowly and when it hit the ground, Penny heard the sounds of footsteps, but something was different. The steps sounded mechanical, like a robot was moving. Living in Atlus for most of her life, she wondered what kind of Atlesian model would step out, but she was taken by surprise at what she saw.

Like she had thought, it was a robot, but none like she's ever seen. It was black in color was humanoid. While it's bulky body resembled that of a man, its head resembled a rhino, its eyes and horn both colored red.

"What in Remnant is that?" Penny asked.

"That right there Miss Penny, is one of the many creations of Dr. Dark." Jacob said, hate obvious in his voice when he mentioned the name Dark.

"Gray Rhino King!" Seth said in surprise as the robot stepped out. "But how!? You were destroyed a long time ago!"

"The Atlesian military collected what was left of him and built him good as new with some modifications. He now works for us." Jacob explained to the guitar boy. "You should be happy that you get to see one of your 'family members' again."

"Bastard! How dare you treat my brother like this!" Seth said.

Just before he could run towards Jacob to give him a piece of his mind, Gray Rhino King's eyes glowed before he charged towards Seth at surprisingly amazing speed. Seth raised up his hands and stopped Gray Rhino's charge, but he was soon being overpowered as his feet skidded on the ground.

"Commander Jacob, what do you mean by 'family member?'" Penny asked, confused. Seth was a human so why would a robot be considered a family member? From how Jacob and Seth spoke, it didn't sound like the type of relationship she had with her father.

"Because, Miss Penny, that 'man' is not human." Jacob said as he silently watched the battle unfold. "You'll see what I mean sooner or later, just keep watching."

Penny said nothing else as she turned and watched the battle with worry for her friend.

Seth gritted his teeth as he tried to push back Rhino, but Rhino's superior strength won as he grabbed Seth by the arm and threw him. Seth flew before he crashed onto a car, the metal being dented and windows broken. Dazed, Seth shook his head to get rid of the dizziness and just in time to as he saw Gray Rhino charging towards him, horn first. He jumped over the Rhino-like robot as said robot crashed into the car, but it didn't affect it as he removed it's horn from the car and slowly turned to Seth.

"Brother, please stop! It's me, Seth!" Seth said. "Don't you recognize me?"

Rhino said nothing as it slowly started walking towards, its soulless red eyes staring into Seth's.

"I see...I finally get to see one of my brothers again only to them a slave." Seth said before a look of determination appeared on his face. "Forgive brother, but allow me to put you to rest once and for all!"

With that said, Seth moved his guitar back and raised both his hands. After taking a deep breath, Seth slammed his fists down on his shoulders.

"Switch On!"

Then, from Seth came a blinding light that forced both Penny and Jacob to cover their eyes. Once the light subsided, they opened their eyes again. Jacob wasn't that surprised, but Penny was a different story as she stared wide eyed at Seth for he had changed.

Gone was his entire appearance as a human and in place was what looked like two people combined into one. The left side was blue as yellow ran down his eye, along over and under his arm, colored his shoulder, and ran along his legs. In Penny's option, the left side looked more human than his right side. The right side was red with clear glass mirroring the lines on his upper body as yellow lines ran along his leg. Just like most of his right side, most of it was covered in clear glass as inside the glass, machinery was clearly shown. His belt stayed the same except that the circle had turned slightly to the right. And his eye were now replaced with orange lenses.

If Penny had to comment, the being she saw looked like cross between a human and machine.

"So, you finally shown your true self, Kikaider." Jacob said. "But that won't help you. Gray Rhino King, take down Kikaider!"

(BGM: Kikaider: The Animation-OST-2-Friend Or Enemies)

Gray Rhino's eyes glowed before he charged towards the now turned Kikaider and just when he was about to tackle him, Kikaider stopped it...with only one hand!

"What!? Impossible!" Jacob said. "We upgraded Gray Rhino with all of Atlus' latest equipment!"

Kikaider didn't seemed bother as he grabbed Rhino and, with amazing strength, threw him over his shoulder.

Jacob growled before shouting out orders. "What are you doing!? Get up and attack!"

The robot did as told, getting up before its horn started to spin, making a drill. It then charged towards Kikaider, horn first, but Kikaider wasn't fazed as he slowly turned and with amazing speed that no one could follow, Kikaider kicked Rhino's drill horn, breaking it. It then threw a punch to Rhino's face before knocking it aside with a spinning kick.

"I'm sorry." Kikaider said before he brought up both his arms and crossed them as electricity formed around his arms. Once enough electricity gathered, Kikaider charged towards the down robot. Just when it got back up, Kikaider dashed past it, arms spread apart as Gray Rhino stood motionless. "Denji...End(Electro End)."

The minute those words left his mouth, Rhino's head fell off before-

*BOOM!*

It's whole body exploded as Kikaider stood up properly.

(BGM End)

Penny could do nothing but stare in awe and fear as Kikaider looked towards her, the flames caused by the destruction of Gray Rhino giving him the illusion of some sort of demon from hell.

Penny was an android herself and so, she instantly knew what Seth was the minute he transformed.

Her friend Seth...Target: Pinocchio...Kikaider...

Was an android.

And done! So, what do you think everyone? A RWBY and Kikaider crossover. I'm surprised no one has done this yet. I mean, it's freakin' Kikaider! I've checked and there's only one crossover story with Kikaider and it's with a show I've never heard of. Seriously people, Kikaider deserves more love than that.

Anyway, as you can see, I'm using Seth from my other RWBY story and as you can see, while this is third POV, it's mostly from Penny's perspective so when she said left, she was talking about her left, not Seth's left. And before you ask, yes he is being paired up with Penny.

I hope you all love this idea. I got it after I finished Kikaider the anime and let me tell you, it was awesome! Look out for this story in the future cause I really want to get this out soon. Anyway, this has been Ashbel Longhart here, signing out. See you next time.