"We have to do something. I mean, all of these people are hurting. There has to be something we can do for them."

"… Maybe." Penny answered, Ruby falling silent at the poorly hidden reluctance of her admitting this.

"Is everything alright Penny?" Ruby asked. "Don't you see it too?"

Penny didn't answer for a long moment, but looked to her.

"I'm sorry if it's strange Ruby." She spoke in a slow, measured tone. "But I don't have any good feelings for Mantle."

"Really?" Ruby quirked an eyebrow, and the girl nodded.

"I know I'm called the Protector of Mantle, but I don't really care about the people. Not many of them seem very nice. Many of them punish other people — for things outside of their control. Whether it's the Faunus, General Ironwood, or even me, sometimes just for being ourselves, they treat us cruelly. I still protect them, but not because I want to."

"But… aren't you a Huntress?" Ruby reasoned. "Shouldn't you want to help people, if you became one?"

Penny frowned

"I am not recognized as a Huntress." She answered. "I am still designated as Atlas Military property."

"That's so mean. Why wouldn't Ironwood make you an official Huntress? You should have a choice too."

"Perhaps. Although, I do not mind it. I like the Atlas military. I may not like Mantle, but I have my duties. Someone has to do it."

"But then, if you don't really care about Mantle, can't someone else protect it?" Ruby asked, Penny giving her a slow, strange look.

"There are other robots sent to protect it." Penny answered. "But people mistreat the robots too. I saw children, making a game out of throwing rocks at them. When I asked their parents to make them stop, I was only told that machines were replaceable. That Atlas could get rid of the robot and replace them on a whim."

Her eyes lowered down, and Ruby frowned with concern at this.

"I'm sorry that happened Penny."

"It is alright. Again, I do not mind being the Protector of Mantle. But I do not do it out of care for the people. My job begins, and ends, with ensuring their safety. But what they do with that safety does not matter to me." Penny raised her head, gazing forward in the car. "If anything, their actions only make my job harder than it has to be. The curfew, for instance. Grimm are much more likely to attack, in the middle of the night, and yet people refuse to heed the guidelines."

Penny's voice remained cheerful, even, through all of this, the same friendly, cheery tone Ruby could expect from her, but the smile she wore seemed much less true in that moment.

"So while I admire your desire to help the people of Mantle, I am sad to say I do not, rather than cannot, share it."

"Cannot?" Ruby furrowed her brows.

"There are some things that I, as a robot, cannot do." Penny explained. "But caring about someone is well within my abilities. You were the one that taught me that I could."

Ruby blinked.

"Really? How?"

"You were able to learn the truth about me in Vale, yet you still looked at me with kindness." She explained, meeting her eyes. "Not many people look at me with kindness. Once they know I'm a robot, I only seem to make them uncomfortable. But you were fine with me being a robot. And you still looked at me with kindness."

"Well, thanks Penny," Ruby smiled awkwardly, "but I'm your friend. Friends should look at each other with kindness."

"Is that so?" Penny glanced aside out the window, not quite meeting her eyes, and Ruby's smile fell, Penny's own becoming the same one she wore moments before, the trace of joy from before gone.

"Penny? Is… there something you want to tell me?" Ruby asked, uncertain.

A moment of silence was her initial response, then, "No," as she turned to face Ruby, then a hiccup.

Penny frowned, glancing outside sheepishly.

"You can tell me if you want." Ruby said, tensely. "I won't get mad or anything."

"… you do not look at me with kindness anymore." Penny admitted, and Ruby fell silent. "I remember from the days before. When we met, you could be weary of me, but you still looked at me with kindness. But I do not see that kindness in your eyes anymore. I only see the same discomfort other people feel."

"Oh. I'm… sorry Penny. Has this been affecting you a lot?"

"I do not know." Penny lamented. "But perhaps. Speaking honestly, more than anything, when I was recreated, I wanted to see you again. That was — the biggest reason I supported the General in his Amity Plan. The thought of seeing you again filled me with — I think it was joy. But now, I seem to only cause you discomfort. It is disheartening, but I do not quite understand."

"Well, Penny… I saw you die." Ruby answered. "I thought I'd lost you, all this time. So to see you again, like this, it — it hurts. You keep saying that things will "be like Beacon", it'll be "just like Beacon" again and again, but… Beacon was a long time ago."

Penny looked to her.

"But the amount of time that's passed since the Fall of Beacon, up to today's date, is currently-"

The car hit a bump in the road, jostling the pair around, Penny looking out at the driver, who called an apology to them.

"It's not just about time." Ruby continued. "A lot of things happened. Yang lost her arm, one of the Headmasters was working with Salem, and I saw other people die the day the towers fell. I try not to think about them, because it hurts. But seeing you, it makes me think back on that day. A day I really wish I could forget."

"But Ruby," Penny looked to her with a tilted head, "does one bad experience mean all the time you spent in Beacon wasn't happy?"

This gave Ruby pause, and after a moment of thought, she gave a bitter smile.

"I wasn't happy all the time at Beacon either." Ruby shrugged. "But you're right. One time shouldn't take that away. But it's hard to look back. I mean, I still don't really feel like I've gotten you back? I don't think I let myself really mourn you, so me seeing you again is… strange."

"I see. Then how do you see me, as I am now? Am I really still your friend, in your eyes?" Penny asked.

"Yeah. Of course you are." Ruby smiled. "Sorry if I seem different, but… I'm still happy you're alive."

"No, it is alright." Penny smiled, a real smile. "But Ruby, may I tell you how I feel towards you?"

"Sure. What's up Penny?"

Ruby didn't expect her to lean in, didn't expect for her to press her cold, metallic lips firmly against her cheek, the physical contact lasting a moment, yet as Penny pulled away, smiling, Ruby blinked stupidly.

"Did… did you just kiss me?"

"Yes. Is that not an expression of affection?"

"Well, for some people." Ruby stammered out. "But how is that telling me how you feel?"

"I feel towards you the things people who kiss someone's cheek feels towards them." Penny explained, and Ruby touched the spot she'd kissed, before flushing the shade of her hood. "Oh, does that make you uncomfortable?"

"No, no, I'm flattered Penny, but that's a… have you done this to anyone else?" Ruby asked, and Penny shook her head.

"I do not feel to others what I feel towards you." She explained, but seemed confused, as this only seemed to distress the normally lackadaisical girl more. "Is that a bad thing?"

"No, no, I promise it's not, I just— I don't know how to react." Ruby chuckled, rubbing her head. "Thank you, Penny."