Note: And another new chapter within the week. Feeling better already. We're leading into the second arc now, so we hope you stay tuned. Also, thanks to everyone for helping us cross 10k views on AO3! readers, we love you too of course. Enjoy.


"What the hell do you mean I'm not medically cleared?"

Yang roared like a lion, and her frustration was so intense that she stood up out of her chair, staring down her psychiatrist with a furious gaze. Dr. Noetal sat calmly in her seat, trying to ease Yang down before she said anything she would regret.

"Yang, let's talk about this."

"What else are we supposed to talk about?" Yang asked desperately. "It's been over a month. I've done everything you asked. I've done the breathing exercises, I stayed away from anything triggering, I controlled my diet—"

"And I'm very proud of you for sticking with that," Dr. Noetal explained.

"But you won't approve me for combat. What am I missing?"

Dr. Noetal gestured to the chair. "If you will just calm down for a moment and listen to me, I'll explain."

Yang was tired of explanations. All she had heard for weeks was explanations, of her psychology, of her weaknesses, of Ruby's plans that didn't involve her. It was starting to reach a boiling point. However, she knew that she wasn't going to make any progress if she couldn't control her emotions in front of the doctor, and so she begrudgingly planted herself in the chair, resting her chin on her palms.

"Fine. Tell me what's wrong."

Dr. Noetal brushed her brunette hair over her shoulder and sighed. "Look, Yang… I don't get any pleasure out of doing this. I don't believe in stretching out these sessions forever. In fact, I would love nothing more than for you to be treated and leave my office forever. And believe me, I don't enjoy gatekeeping. Patient freedom is something I value incredibly highly, and if circumstances were different, I would have no problem approving you for physical activities. But you have to look at this from my perspective. My job here is to look after the health of the student body, and while I am confident that you can handle stress—"

"Oh my god, we've been over this," Yang groaned. "I promise, I won't hurt anyone."

"And I can't make decisions on promises," Dr. Noetal shot back. She only slightly raised her voice, but Yang was still surprised to hear her therapist speak like that. Dr. Noetal closed her eyes, gently massaging her temples. "Look, I had this… friend, once, who served as a psychiatrist for the military. One time this cadet comes in to see her. He's a young guy. Stone-faced. Cocky. Spoke like he knew everything you were going to say. And my friend tells me that he was having some weird thoughts, violent thoughts, about his other trainees. He would say things that kept them up at night, things that made them afraid to turn out the lights when he was around. And this got passed around his higher ups, and eventually they forced him to get a psych evaluation. My friend looks him over for no more than five, ten minutes, and because she was young and dumb and inexperienced, and because he seems normal, she lets him go. He apologized for his comments, swore nothing bad would happen, and that was that." Dr. Noetal shrugged, the memory stinging. "Two weeks later, he stole a gun from munitions, shot three of his squad and then took his own life."

Yang grimaced. "I'm… I'm sorry that happened to you."

Dr. Noetal quickly shook her head. "Oh no, that isn't my story. Doctor-Patient confidentiality stops me from telling you stories about my patients. But the thing is that there's a lesson to be learned from my friend's patient. People don't seem fragile until they break, and the last time you broke, Yang, you nearly broke everyone else. I don't mean for this to sound heartless, but I don't feel responsibility if you go out and ruin your own life. That's your freedom that I was talking about. But if you back into combat, and you hurt someone, and I was the one who gave you permission… that I cannot live with. Do you understand me?"

Yang did understand, but she didn't feel comforted. The lack of trust hurt more than any lingering, physical wound. She felt trapped against forces she had no control of. How was she ever going to convince Dr. Noetal that she was stable if she couldn't go out and prove it? If only the doctor was able to see inside of her head, see the ways that her mind had been mended. She knew it was impossible, and deep down, she knew why there was doubt. If someone else had nearly killed Ruby, she didn't think she would trust them again. What kind of a hypocrite would ask for the same in return?

But still, another part of her wanted to scream. She wanted to fight. Freedom? If the doctor valued her freedom, valued her ability to make her own choices, she would let her take the risk. And yet, Yang remained silent, stewing in her subtle resentment because she knew that speaking up would simply prove the doctor's point. She just had to wait. How much longer, she did not know.

Dr. Noetal took Yang's silence for acceptance and checked her watch. She pursed her lips. "Well, I think we can call it for today. Same time again next week?"

Yang turned away from her. "I think I might take a week between sessions."

The doctor nodded understandingly. "Of course. Therapy works on your time, after all. Can you do me a favor? If my next patient is waiting outside, can you send them in?"

"Sure. See ya." Yang stood up from the chair and walked briskly toward the door. She waved the doctor goodbye and headed out the room without a second thought. She shut the door behind her and pressed her back against it, taking a deep breath. She didn't know what to do for the rest of the day. Ruby, Blake, and Weiss were in class, and she had done a great job at socially isolating herself from the rest of her peers. God, remember when she used to be good at making friends? High school was a blast…

"Yang?"

Yang looked forward, and it was only then that she noticed the other student sitting in a chair outside of Dr. Noetal's office. Their eyes met, as if tempting fate.

"Pyrrha? You're… here to see Dr. Noetal?"

The Huntress sat with her hands in her lap, making herself small. She seemed embarrassed, though Yang couldn't tell if it was from seeing a therapist or getting caught. They both knew they should not be talking to one another; Yang, to avoid spilling any secrets Ruby wanted to keep, and Pyrrha, to avoid any stress triggers. However, that seemed to melt away in the brief moment they spent together. There was no animosity at all between them, no rivalry to speak of. They were simply two troubled young adults trying to fix themselves.

"Um… is she ready?"

"Y-Yeah. Go right in."

"Thank you."

Pyrrha stood up and tried to brush past Yang as quickly as possible. The moment was gone. However, right before Pyrrha opened the door, something came out of Yang's mouth unexpectedly.

"Hope you feel better."

Pyrrha paused. She processed the wish carefully, then slowly nodded. She disappeared inside Dr. Noetal's office, and Yang left without another word.


It was during Professor Oobleck's class that Ruby received a peculiar text. She stealthily examined her Scroll under the table, and had to stifle her reaction to not get in trouble.

Let's have dinner together. — Penny

She wasn't expecting to hear from Penny so soon, if ever. Part of her expected that General ironwood would forbid all contact between them. That loyal lapdog of hers, Ciel, certainly didn't seem like the friendly sort, and Ruby still wasn't sure that Penny's kind exterior wasn't some kind of Atlasian ruse. Should she really risk meeting up with a student of the enemy, especially after the work they put in to isolate themselves from their peers? It was a difficult question, but Ruby was inclined to reject the offer outright.

And then Penny sent her a second message, and she realized she could no longer refuse.

Please bring Weiss Schnee. I want to talk about the Fables.

The rest of the day went by in a blur. Whatever efforts her teachers took to drill their lessons into her skull proved ineffective. She told her teammates the second she was free from an adult's sight, and was met mostly with frustration and expected indifference.

"Why the hell does she know about the Fables?" Yang asked.

"Well, it's obvious, right?" Blake stated. "Ironwood told her."

"Yeah, I know that, but why?"

"I guess that's what she wants to talk about," Weiss stated. "Ruby, are you comfortable with just me and you going?"

Ruby was not comfortable with that, actually. Penny was… well, a wild card. They cut off her arm the first day they met her, and a few hours later she was smiling at them like nothing happened. She was ready to murder them over dinner just to protect Ironwood. There was nothing trustworthy about her. But Ruby soon realized she had little choice. Knowledge of the Fables was what separated them from almost everyone else. Even Team JNPR and Team CFVY, full of members who saw actual, living Fables, didn't fully comprehend the true scope of what they witnessed. If Penny was on their level, it was worth hearing what she had to say. They just had to be prepared for the worst.

And the hours passed…

Dinner seemed to arrive quicker that day. All of the students poured into the mess hall as usual, handed their grub and passed along from one to the next. Ruby and Weiss stuck together. They stuck out among the crowd, the only students no longer forced to wear Atlasian uniforms. The sharp glares they received from their classmates normally may have bothered them, but not now. Now, they were focused. Their target sat on the furthest side of the mess hall, isolated from the other students, and upon making eye contact, she waved them over, as if beckoning them toward destruction. No Ciel. No Ironwood. No Ozpin. No security. Weiss and Ruby nodded at each other. They were doing this.

Blake and Yang sat down at another table within earshot, but Ruby and Weiss approached Penny's table alone. The Atlasian student didn't have a tray of food with her, and the large, rectangular table she sat at was barren, serving as little more than a barrier between them. Weiss and Ruby carefully sat down on the other side, separated from Penny by only a few feet. Penny's smile was as warm and inviting as ever.

"Salutations, Ruby and Weiss. I'm so glad that you accepted my invitation."

Weiss sat up straight and clasped her hands on the table, while Ruby leaned forward and took the lead. "Thank you for inviting us."

"I have to say, it is very strange seeing everyone at dinner," Penny observed, her eyes wandering around the mess hall. "I usually eat by myself. Is the food very good?"

"Um, I don't know? I guess."

"I am accustomed to military food, so I find it to be quite satisfactory. How about you, Weiss? Do you like the food?"

Weiss merely shrugged. Penny cheekily nodded.

"I see. I find it so interesting learning about other people's preferences. General Ironwood does not like it when I interact with the other students."

"Penny—"

"I think he is afraid I won't get along with them," Penny explained. "Many students are jealous of my combat abilities. It is very difficult for me to have acceptable conversations with them, but Ciel has been helping me practice these skills more. She is a very capable friend. I think you and her would really get along—"

"Penny," Ruby said bluntly, holding out her palm. "With all due respect… we didn't come here to talk about food, or friendships, or anything. We're here because you texted us about… you know…"

Penny excitedly bounced up and down. "Yes! The Fables!"

Weiss and Ruby immediately shushed her, and Penny, confused but still eager, shrunk in her seat. Ruby spoke through gritted teeth.

"Don't say that so loud."

"Oh, that's right. It's a secret," Penny remembered. "General Ironwood did not want me to talk about the Fables with anybody. My mistake."

Weiss sneered, suspicious. "If Ironwood didn't want you talking about the Fables, why are you talking to us about it?"

"Because," Penny said giddily, almost like a child about to sneak out of the house, "General Ironwood doesn't know I'm talking to you."

Ruby found that difficult to believe. Every time she had seen Penny, Ironwood had been close by her side, watching her, guiding her, controlling her. He apparently didn't even let her eat lunch with the other students. Was she even capable of ignoring his orders? Then again, Ciel was notably absent, and Penny did once stop by their dorm to say hello without Ironwood's supervision. If Penny was acting out on her own, that only raised further questions as to her motives. Still, she needed to be cautious, and she avoided saying anything to directly give anything away. As far as she knew, this was all an elaborate trap.

"So… you know about the Fables from Ironwood?" she asked.

"Yes."

"And… what do you know?"

Penny spoke confidently, rattling off answers like she was in an exam. "I know that the Fables were the ancestor species of Humanity. I know that they lived a very long time ago and had a prosperous civilization. I know that their civilization collapsed when they were attacked by Grimm, and they were almost entirely wiped out. I know how they can summon animals and elements, and how they can manipulate the reality of their surroundings and the minds of those within. I also know that a selection of Fables currently make up the pantheon of Decum Luna, and that they reside away from Remnant…" Penny's green eyes darted toward Weiss. "…And I know that you killed one of them and stole its power… and that its power is what allowed you to kill the Grimm in Vale. Does that answer your question?"

Ruby and Weiss recoiled, awkwardly looking to see if the other would confess. Shit, that actually was everything, or at least, everything relevant. Part of them wanted to deny it, insist that it was all legend, but it was so on the nose that they knew there wasn't really a point in trying to get away with it. What took Team RWBY months to uncover, what was hidden from them through deception and games and trickery, was all handed to Penny on a silver platter. It was kind of bullshit, but that wasn't either of their biggest concerns. Their far bigger worry was that the secrets of Remnant's past were now in the hands of a woman neither of them fully trusted, and worse, so were the secrets of Weiss Schnee. Whatever happened next, they had to make sure they could keep this contained.

"General Ironwood really told you all of that?" Ruby asked honestly.

Penny seemed unbothered. "He did. He and Professor Ozpin considered it imperative that I had full access to all relevant information regarding Grimm and Fable activity."

"Why?" Weiss asked. That was the million Lien question at the end of the day. "Let's pretend that all of that stuff you said is true—which we aren't saying it is. Why would Ironwood tell that to a random student in Atlas?"

"Oh, it's very simple," Penny explained. "He thinks I can kill Grimm."

If Ruby and Weiss's minds weren't already blown, they certainly would have been now. That wasn't what they were expecting to hear. Penny Polendina, a Grimm killer? They barely knew this woman a month ago, and now she was a central figure in Ozpin and Ironwood's schemes. More than that, she was just giving them this information here and now, out in the open, no strings attached. It all seemed so out of place. But, Ruby recalled what got them in trouble in the first place. They had originally sided with Ozpin because Weiss's Fable powers gave them leverage, but during their dinner with Ironwood, Ozpin did say that she had replaced. He thought they found someone better. Ruby didn't understand it then, but…

"You're Ozpin's replacement for Weiss," Ruby said breathlessly.

"That's right," Penny said. Weiss held back her fury as Penny became sincere. "I do apologize for keeping quiet. I wanted to tell you during dinner, but General Ironwood gave me strict instructions not to tell anyone."

The puzzle pieces clicked together, and Ruby rested her head in her hands. "That's why… that's why he made us fight you on the first day. He didn't just want to test us. He wanted to see if you were strong enough to replace us."

"I believe that is correct," Penny agreed. "I do not always understand why our Headmasters do what they do. They keep things from me sometimes. I understand the limitations of classified information, however. I do not mind."

Those bastards… scheming, miserable bastards. Ruby tried not to let her frustration get the better of her, but it was growing impossible. From day one, Ozpin and Ironwood were finding ways to undermine them. They never had the slightest intention of honoring their agreement. She knew she shouldn't be surprised by their dishonesty, but the sheer blatantness of it was what really set her off. They didn't just use and lie to them, but they also roped in a completely innocent student, a student who clearly had difficulties saying no, a student known to have a mental handicap due to an accident, and they turned her into their newest weapon in their war against the Grimm. Even their allies weren't treated with any respect, all just pawns in a game played with children's lives.

And Penny, well, she didn't know how to feel about Penny. Half an accomplice and half a victim, a woman who obviously didn't understand the gravity with what she was dealing with, who even now still smiled while talking about how she was used to nearly kill her classmates. Ruby needed a moment to breathe, to process everything—and fortunately, Weiss decided to take the lead, challenging Penny on the spot.

"How?" Weiss asked bluntly. "How the hell are you able to kill a Grimm? I had to kill a God to get this power. What did you do?"

Penny, still innocent, just shrugged off the question. "Oh, I have no idea if I can actually kill a Grimm."

"Well, they seem to think so!" Weiss said, outraged. "How long could you do this, or did they think this? I swear, if they put me through the God's Arm when they already knew they could just use you—"

"Oh no, this happened very recently," Penny explained hastily. "General Ironwood had discussed upgrades to my cybernetics for months, but the project's development only accelerated after the attack in Vale. My enhancements were not finalized until after our first encounter when you arrived in Atlas."

Weiss grimaced. Should she feel better or worse about the fact Ozpin had a reason when he sacrificed her to a mad god? She sighed, unwilling to dive any deeper into that painful memory.

"Okay, but… how does it work?" Weiss asked again. "Is it your Semblance, or a weapon, or…"

"It is a very large energy cannon made out of my arms," Penny eagerly explained. "I would gladly show you now, but I do not want to accidentally destroy the cafeteria. Please trust when I say that it is very powerful, and the Headmasters are quite confident that it can obliterate a Grimm before it reforms. They have been experimenting with this technology for months. I do not know how they developed it, and again, I do not know if it actually works."

Ruby placed her hands back on the table, taking a deep breath and trying to refocus. "Penny, why are you even telling us any of this in the first place?"

Penny cocked her said, baffled. "Huh?"

"Why tell us?" Ruby asked again.

"Hmm? Isn't it obvious?" Penny said plainly. "I want to work with you."

And once again, Weiss and Ruby were taken aback.

"You want to work with us?" Weiss said, her voice cracking into a laugh. "After everything Ironwood did, you think we want to team up with you?"

Penny's smile vanished, and the cybernetically-enhanced teenager tried to speak. "I understand that you and the Headmasters faced some challenges recently."

"Ironwood put a gun to my head," Ruby said forcefully. "He threatened to kill my family. You saw him do it!"

"And Goodwitch almost killed Blake," Weiss added. "Those are not just some challenges."

"Right, but I—"

"And you attacked us the first time you ever met us," Ruby exclaimed. "How are we supposed to trust you after that?"

"Well I don't think—"

"Hell, why should we even trust you now?" Weiss asked accusingly. "You're probably still working for Ironwood. Ruby, he could have set this whole thing up as a way to screw with us."

"I know, Weiss," Ruby acknowledged. "It's very suspicious."

"It's crazy," Weiss said, trying to keep her voice underneath the background noise of the mess hall. "After everything Ironwood and Ozpin have done, what would possibly make us think you are deserving of earning our trust?"

"But I'm not Ironwood!" Penny blurted out her answer, and Weiss and Ruby's anger dimmed. Penny bowed her head, and for the first time, there was not even a hint of cheer on her face. The girl seemed tired, more so than either of them thought possible, and she spoke with a passionate candor unbecoming of such a refined, role model student. "I understand that you don't trust me. I am fully aware that I'm not normal, but I am not stupid. You are right to not take me at my word. You do not know anything about me other than my work with the General. You do not like him, and you have good reasons to not like him. I saw how he treated you. I may have followed orders, but that does not mean I approved of them. He has been very mean to you, and I know that Team RWBY wants nothing to do with Atlas. However, I am not here under Ironwood's orders. General Ironwood does not want me speaking to you at all. I want to work with you on my own accord, and I have two reasons why. May I share them with you?"

Weiss gave Ruby the ultimate decision, and Ruby reasoned that there was no harm in letting the other woman speak, not with her green puppy-dog eyes staring at them. "Go ahead."

"Well, reason one," Penny began. "You need my help. I think we are both aware that the Grimm threat has not subsided. The perpetrator behind the attack in Vale is still loose, and there was recently a break-in on campus that you encountered. I suspect that break-in is tied to this larger story somehow, and I believe you agree with me, Ruby." Ruby said nothing, but her silence was all Penny needed to continue. "My job as a Huntress is to protect people. My assignment from General Ironwood was to defeat Grimm. Both of these things can be more easily accomplished if we work together. I do not want your animosity with my superior getting in the way of our goals."

"All right," Ruby said cautiously, "and the second reason?"

Penny seemed somewhat unsure of herself. "Honestly, Ruby Rose… you confuse me."

Ruby stammered. "I'm sorry?"

"You confuse me. Your behaviors. They are confusing."

"That's your reason?"

Penny squinted, trying to find the proper words. "I apologize for my rudeness. The truth is that I have been studying you for a long time. You and your team members are deeply fascinating to me. Your history, your disagreements, and most importantly, your choices. You have been forced to make many difficult decisions in a very short time. That is stressful for anyone, let alone people our age. I… try to be a good person, Ruby. I think having a strong moral foundation is important for Huntresses. It keeps us from pushing ourselves too far. You recently made a decision against General Ironwood; you could have agreed to help him create content for his military, or you could have resisted and allowed him to attack your family. What's baffling to me, Ruby, is that you so confidently made the wrong choice."

Ruby wasn't following at all. "You think I should have gone along with Ironwood?"

"I don't think anything. It is the only logical conclusion," Penny explained. "It does not matter what ethical system you apply. Siding with Ironwood is a simple act of self-sacrifice, and self-sacrifice is noble. No one gets injured. No laws are broken. No feelings hurt. It does not require a significant physical burden from you, and is well in line with the duties that you regularly accept as a Huntress. However, refusing to side with Ironwood puts your own family members at risk of harm. Minimizing the risk of innocent people should always be your priority. You chose to recklessly endanger the people you love, all to maintain a minimum amount of personal freedom and celebrity status. In all of the time I have studied you, I have never considered you to be a bad person, and yet… you chose the undisputedly selfish act. That confuses me."

Ruby remained quiet. Penny was diving deep into a topic she did not want to think about. All throughout the previous week, she had known how close they danced to the razor's edge. If Weiss's father hadn't come through for them—hell, if he had arrived at the school even a few minutes late—they would have killed their families. Her father, Blake's mother… all killed because Team RWBY refused to get in line. She wondered constantly if she was doing the right thing, and now, having Penny challenge her so directly, she couldn't muster an answer. Of course, they were right to fight Ozpin. Of course, they should have refused to be in their propaganda. But how to justify it to a stranger? Even worse, how to justify it to the people they put in harm's way.

However, just before Ruby's faith in herself slipped, Weiss came through with something entirely new. "Ruby wasn't trying to protect our families. She was trying to protect us."

Penny shook her head. "I don't understand."

"I didn't either. Not for a long time," Weiss said thoughtfully. "See, Blake and I like talking morality on occasion. We disagree on a lot, but we sharpen each other's beliefs. One of the things I learned from her is that people are… corruptible. They're products of their environments, continually shaped by the actions of other people, society and culture. Everyone on my team was shaped by Atlas—Blake probably more than anyone else. She saw firsthand what they do to people, how they ruin lives trying to bend others to do their bidding. That act of stripping someone of their identity, molding them into whatever they want… we couldn't let that happen to us again. We had to fight for the freedom to be the people that we wanted to be. Giving in wasn't an option. If we had to be living as their slaves, that wouldn't really be living at all."

"But you would be living," Penny stated, still uncertain. "And isn't that more valuable than anything?"

"We tried to be as careful as we could. If we couldn't pull off our plan, we probably would have conceded to keep our families safe. No, we definitely would have. But we never would have stopped fighting. We aren't the things other people define into us. Autonomy, freedom, choice: that's what keeps us Human. Atlas did everything in its power to take that from me… and it took me far too long to learn that they were wrong."

She gently squeezed Ruby's hand over the table, and Penny nodded, slowly coming to understand. Keeping them Human… was that what this was all about? If that was so…

"Penny! There you are!"

Their conversation was interrupted. From across the mess hall, Ciel stormed her way through the crowd of other students, sprinting up to the table with a furious glare. Penny squeaked and nervously twiddled her thumbs, while Ruby and Weiss slid down the benches to get away from the approaching cadet.

"Ciel, I—"

"What the hell are you doing?" Ciel asked, jabbing her finger into Penny's uniform. Penny pitifully tried to defend herself, raising up her hands like she was under arrest.

"I was just trying to talk to my friends."

"These people are not your friends," Ciel screamed at her, drawing the attention of some nearby students. She grabbed onto Penny's wrist and pulled her up to her feet. "Wander away from me again and I swear to the Gods, I will report you straight to your father."

"I'm… I'm sorry," Penny said quickly. "It won't happen again. I promise."

"And you," Ciel turned to Ruby and Weiss, pointing furiously at them. "You stay the fuck away from her, got it?" Weiss and Ruby didn't even get a chance to respond. Within moments, Ciel dragged Penny away from the table deep into the chaos of the mess hall, cybernetic legs awkwardly scraping along the floor as she was pulled against her will. Penny gave one final glance back and mouthed something: Scroll. Of course, Ruby realized, she now had Penny's number. They could get in contact whenever they wanted, assuming Penny's Scroll didn't get taken away for her disobedience. As Ruby and Weiss tried to recover from their conversation, Yang and Blake hurried over to the table, taking Penny's place and huddling in close.

"Okay, I got most of that," Blake stated.

Yang grumbled. "Shit, I got almost none."

"Yeah, well, you know. Advanced hearing," Blake reminded her. "Anyway, what the fuck are we supposed to do?"

Ruby was not sure. A chance of friendship. Knowledge of Ironwood's plans. The truth about another student. A challenge to her beliefs. And, of course, lingering threats both within the school and without. She did not know what to make of Penny's efforts. She needed time to think. Unfortunately, she suspected that she was going to come to conclusions fast. After all, there was always something brewing just on the horizon…