Penny had delayed too long.

She'd put it off, and put it off, and that ended up not helping her at all.

Because her team had gotten to their dorm room, and Penny couldn't go in with them.

"I am sorry, teammates," she said, Emotion Signifying in full control of her voice. "I need to take care of this tonight." She gestured to her still-extended wings.

"You can't just take it off?" said Blake.

"Even once I do, if I don't take immediate steps to repair it, the damage might get worse and be much harder to fix later."

"I don't care either way, I'm going to shower and then to bed right now," said Weiss as she pushed past the others into the room.

"You know where to find us," said Yang with a mock salute. She and Blake followed Weiss inside. The door shut behind them.

Penny felt like she'd lost something.

She'd been having so much fun with her team, she was so glad to be with them, and her first act as a member of her team was to leave them! Even worse: this was potential team bonding time she was losing. The first few hours after team formation were vital, Penny was sure of it, and she was going to miss them. All because that Geist had hit a low-probability shot and damaged a module outside of Penny's Aura protection.

There was no point in being upset at probability. It was impartial. Nothing was trying to thwart her team bonding time, even if that was the end result.

That consoled her little. Penny would be devastated if they painted each other's nails without her.

There was no helping it. She'd spoken the truth to Blake about needing to fix this tonight. She'd probably need Turchina's help just to get it off her back.

Penny exited the dorms and walked to one of the towers on Beacon's grounds. The building was locked, but Penny had a key. Conscientiously locking the door behind her, she walked across the lobby to the elevator, which she had to enter at an uncomfortable diagonal thanks to her broken wings. After a second, she realized that this angle kept her too far away from the control panel to reach it, so she had to step out and reattack.

The second time worked well enough. The control panel had floor selections like any other elevator, but it also had a number pad like those used to dial scroll numbers. A speaker next to the number pad implied that this was its purpose, but this was just camouflage; the speaker didn't connect to anything.

Penny extended a hand up towards the pad, then stopped to do on all-sensors sweep of the elevator. She was looking for any sign of another being, or for more probable surveillance or spying gear. Finding none, she typed in her 15-digit access code, fingers flying almost too fast to follow.

There was a beep, and a concealed panel opened next to the number pad. This one had slots for a key and a data port. The key was another one that Penny carried, though different from the one that got her through the front door. The data port accepted a different form of key, an electronic one unique to Penny.

This was another risk. Penny had simulated how an attacker or (more innocuously) an eavesdropper might try to penetrate the security here, and fully a quarter of the two hundred scenarios she'd modeled involved attacks on the data port. Penny subjected the port to brief but intense scrutiny to ensure it had not been tampered with. When she was satisfied, she inserted her physical key, then unlatched the tip of her right ring finger to expose a matching data port. She stuck her finger into the connection and uploaded her private security key.

"Welcome home," said an electronic voice. The words lifted her spirits just as the elevator lifted her body.

Penny hadn't thought to ask why this level of security was installed in this tower even before she arrived. Regardless, she was grateful for it. She needed her privacy.

Professor Ozpin had gone to great lengths to secure her that privacy, and for that she was deeply indebted to him. Even Yang didn't know about this place. The night they'd stopped Torchwick, Glynda had put them both in common dorm rooms. Penny's secret was safe, even from her first friend.

That sounded much worse the more she thought about it.

The elevator continued rising even after clearing its listed top floor. The light for the top floor never extinguished, but that was not where the elevator was taking her.

When it finally stopped, Penny did one last proximity sweep, just to be sure, then put in another 15-digit code. The door slid open.

What came into view was something that more closely resembled a machine shop than living quarters, even though for Penny it was both. To the right of the room stood a large, elaborate machine that looked like an upside-down jellyfish: instead of tentacles, it had a dozen articulated arms holding various tools. Some of the tools would not have looked out of place at Beacon's forge—which Penny knew from having worked at Beacon's forge—while others were much more delicate.

This was the machine Penny used for her own maintenance, which had been delivered with her for (apparently) that purpose. She called it Turchina. While programmable, it wasn't smart enough to appreciate having a name, but Penny thought it needed one all the same.

She might have been projecting.

Behind Turchina was a large locker for holding parts, other tools, and raw materials. Penny was unsure how many of its contents had come with her, like Turchina, and how many had been furnished by Professor Ozpin. She was far too embarrassed to ask.

A sizable computer with an oversized monitor stood on a table set off to the left of the room. On the far side was a flat slab that no one would have called a bed, even Penny; she called it her charging station. A cable as thick as a garden hose extended from a wall and ended at the foot of the slab. Above the charging station and set into the wall was a pair of shutters that could be opened to reveal the room's only windows. It was otherwise a fully enclosed space. Privacy again.

Penny intended for her dorm room to be her permanent home, but she still needed this place. This was where she could be a machine without pretending to be something else.

That was a thought that demanded introspection, but it would have to wait for later. First, she had to start repairs on her flight module. To do that she needed to get it off her back.

Unsurprisingly, it refused to disengage.

Resigned to the worst, Penny walked into Turchina's grasp and moved one of the arms with a camera around to look at her back. Sure enough, battle damage from bullets and the subsequent fires had fused part of the flight module to her back. She would have to cut it loose before she could even begin repairs to the module itself. Those repairs would have to be multi-dimensional; either the mechanism or the motor control for collapsing her wings was damaged, in addition to whatever damage had knocked out her thrust, on top of insulation and wiring damage from the subsequent fires- fire, as ever, was the mortal enemy of all machinery...

Task after task were piling up, and as Penny attached time estimates to those tasks, she realized this was going to be an all-night affair. She was going to miss her entire first night with her new team.

With any luck, they'd be asleep for most of it. Penny had taken notes the previous night, and observed that most students had stayed asleep for the full night after they finally did lose consciousness. Weiss had proposed that she would shower and then immediately go to bed; Penny hoped that was true.

It was such a contrast to her own situation. Sleep was liberating in a way. Being able to just step forward in time? Put distance between herself and unpleasant things that had happened? Have emotional and mental self-repair built into her very bio-rhythm? What a gift sleep must be.

Penny input commands for Turchina to start cutting the flight module off of her. That meant she would need minor repairs to her own body on top of those for the flight module before she returned to her team. At the very least she needed a new layer of like-skin for the affected area. More tasks to add to her mental queue to work off.

Some of those tasks, at least, were trivial enough that she could program Turchina to run them without her constant attention. They wouldn't need her active participation once the program was executing. Until then, she was stuck.

Penny deactivated the pain sensors on her back and started cutting.


The first three hours were spent just identifying all the damaged components in the flight module and writing the program to repair them. Penny had been able to work on that while Turchina repaired her back, but now she was stuck waiting for the program to execute in case it found anything unusual or unforeseen.

In the meantime, she plugged herself in for a much-needed recharge. Like most Huntresses, she used her Aura for her defenses and some of her combat functions, but, just as a human Huntress still needed food for energy, Penny still had to use electricity to power her body. Even sitting idle her processors consumed large amounts of power, and flying under combat conditions was anything but 'sitting idle'.

Penny wanted to take reassurance from the white noise of Turchina going about its business. To her surprise, it didn't provide that. For as stressful as the ballroom sleepover had been when people were awake, being around sleeping people had proven calming, even reassuring. People breathing, their tossing and turning in their sleep, even the occasional snore demonstrated that she was trusted to be with people, to be part of their world.

Going back to spending the night here, alone, was heartbreaking.

Analysis objected that Penny didn't have a heart, while Thesaurus insisted it was the word that fit her meaning. Penny starved both subroutines of processor cycles and let higher consciousness drift a bit.

She supposed that she shouldn't be so sad about being here. This room was a gift. That was the only way to think about it, because it was surely not something she'd earned.

She started pulling up memories, her earliest memories, and the most important of all, that critical conversation with Professors Ozpin and Goodwitch.


"Miss Penny," says Professor Ozpin.

"I have decided I will be Penny Pallas," Penny says. When Ozpin raises an eyebrow, Penny says, "Last names are a common convention. It felt right for me to have a last name, too."

Ozpin inclines his head respectfully. "Miss Pallas, then. I regret to inform you that our investigation has hit a dead-end. The shipping container that delivered you and your maintenance equipment to Beacon has proven untraceable. There was neither return address nor point of origin. We got as far as determining which ship it came in on, but the ship's manifest contains no record of the container. It could have come from any of the ship's prior ports of call."

Penny tries to console herself with the knowledge that it was a long shot, but she'll freely admit to disappointment. "That's too bad."

"Agreed," he says with contrition. "We have no other avenues to investigate—unless you can suggest one."

He's asking about her memories in as roundabout a way as he can. Penny appreciates the effort. Dealing with it directly is disconcerting, to say the least.

She remembers waking up two days earlier to the sight of an extremely surprised Beacon staffer. There is nothing before that. She feels like there should be, like the memory files exist but are improperly cached or tagged, and so inaccessible rather than nonexistent.

If she could only get to them…

It's both frustrating and frightening. She can't decide if the memories are lost, meaning she's broken, or have been stolen from her, implying ill-will from people with power over her. Both options are terrifying. The more Penny tries to dig into the hows and whys of the matter the worse it feels.

So, as she has before, she stops.

"Nothing," she says.

"A pity," says Professor Ozpin sympathetically. "It's much easier to determine where we should go when we know where we came from."

"Actually," Penny says, "I have given a lot of thought as to where I should go next."

Professor Ozpin gives little reaction to this, but Professor Goodwitch's hands tighten.

"I would like to enroll at Beacon and become a Huntress," says Penny.

"I hope we haven't biased your choices by keeping you up here," says Professor Ozpin.

"No, certainly not," says Penny.

Professor Ozpin raises an eyebrow, but it's Professor Goodwitch who speaks. "This isn't a trivial choice to make," she says with a voice full of caution. "I rarely ask why students choose the path of the Huntress, but you're a special case. With you so newly awakened, with so little experience or understanding of what surrounds you… I don't want you to make a decision you'll regret."

"If you're worried that I can't fight or keep up with the curriculum," says Penny, "I assure you I'll be fine. I'm loaded with combat programming and I've exercised some of those functions. I am ready to practice combat. And, as you know, I am capable of manifesting and maintaining an Aura."

Penny remembers vividly how surprised the professors were when she demonstrated this, how they'd had to confirm with measurements of Aura pressure. It is indisputably true.

"All of that speaks to the can," says Professor Goodwitch, "but not to the why. Why do you want to be a Huntress?"

Penny clasps her hands. She's given over many, many processor cycles to Analysis to probe this very question, and she frets that her reasons don't satisfy even herself. If they're not convincing to her, how can she possibly be convincing to Professor Goodwitch?

The obvious answer- she was built able to fight, so shouldn't she?- is unsatisfying. As the Professor has just said, that's a can, not a why. It also doesn't tell her why she should go to Beacon. Just as she is, she could go to any wilderness on Remnant and start slaying grimm. She doesn't need Beacon to do that. And yet, as sure as she knows the name she gave herself, she knows she needs Beacon. She needs her why.

Tactical is sure there's no escaping this confrontation without providing her answer, so Penny commits. "The last time we spoke, you said you didn't think there'd been anything like me before. I know you meant that as description, and possibly compliment, but it made me feel intensely lonely. There's no one who can tell me who or what I am. There's no one who shares my experiences. There's no one for me to relate to.

"The idea of not having connections to other people is…"

Thesaurus floods her with options, each choice more stark and terrible than the last.

"…unbearable."

Penny dwells on this feeling a little longer, too long, but the Professors don't interrupt her or compel her to continue. She's grateful for that.

"The closest matches I can determine," Penny says, "for people with combat skills like mine and also maturity like mine, are students at the Huntsman Academies. Those are the people most like me. If I can find friends anywhere, it will be here. Through friends, I'll find my place in the world. I'll find where I belong."

Emotion Signifying simulates swallowing as nervousness overtakes her. "Is that okay? Is that a valid reason?"

Professor Goodwitch looks to Professor Ozpin, whose eyes have gone out of focus. "It may be the most valid reason," he says almost voicelessly.

Penny has no clue how to respond to that.

"'The only good reason why men fight is not some abstract idea, but a living, breathing reality'," Professor Ozpin says, apparently to the air. His eyes refocus and look to Penny. "The poet wasn't considering the possibility of someone like you when he wrote those words, of course, but I think we agree on the sentiment."

Penny supposes she does.

"Glynda," says Professor Ozpin, "I believe the secure space in Tower Four is underutilized right now. I think we can move Penny and her support equipment there for at least the medium term."

"I'll see to it," Professor Goodwitch says.

"As for you," Professor Ozpin says as he fingers his scroll, "a Huntress needs her weapon, so I'm granting you forge access and materiel withdrawing rights. Given how close we are to the start of the semester, I recommend you start with something simple. You can always complicate it later."

"Yes, sir."

"Also, I'm adding a stipend to your account for school supplies and clothes. However much you like your outfit, having only one set of it is asking for trouble."

"Thank you, sir, but I don't have an account."

"You do now." Professor Ozpin smiles and rises. "Welcome to Beacon, Miss Pallas."


Welcome to Beacon.

Here she was, two weeks later, more at Beacon than ever… but still up here in this tower, hiding herself. Unable—unwilling?—to share what she was.

What if her teammates didn't accept her? What if they rejected her? What if they couldn't be friends anymore? Penny didn't know if she could stand that. If she could survive that.

Penny stood and turned towards the shutters. She slid them apart, revealing the window behind, and looked out.

The stars twinkled.

There were so many stars, sparkling in her sight. She'd always preferred the stars to the moon. The mysterious brokenness of the moon hit too close to home for someone who felt inexplicably incomplete. The stars, on the other hand, were precious in their own right, complete unto themselves.

It fascinated her how different they were. Viewed from far enough away, or with enough light pollution, they all looked the same. They weren't at all! They came in different sizes. Their colors varied across the visible spectrum. Some were dimmer, some were brighter. They even twinkled differently. Spotting their differences and comparing them could occupy Penny for hours.

In all the time she'd done that, she'd never spotted two perfectly identical stars. She found this reassuring. If even the stars were all different, and that was okay, maybe the same was true for people.

Her eyes settled on her favorite constellation, the Huntresses. There was a star there, Pallas, which she'd adopted for her last name. It felt right. She wondered if Professor Ozpin knew from the stars, if he'd known just from her chosen name what her intentions were.

But the part of the constellation that most captured her imagination was that it wasn't a single Huntress. It was two.

Analysis knew what was coming and preemptively logged its objections. Penny was indulging superstition. She was treating something that lacked a causal mechanism as if it had one. She was, put simply, being foolish.

Penny acknowledged Analysis' opinion and banished it from higher consciousness.

"Oh, Pallas, my name-star," Penny said reverently, "I wish, I wish, I wish I could find a friend like you had. Someone to be with through thick and thin. Someone who will like me for what I am, not bemoan what I am not."

There was no answer, of course, but Penny didn't expect there to be. That wasn't how wishes worked.

Penny tried to catalogue more stars, but couldn't bring herself to devote many cycles to the task, and even then it seemed to take an inordinately long time for each one. After fifteen increasingly unsatisfying minutes, she closed the shutters, sat down, and watched Turchina follow its orders.


It was after dawn—5:23, per Penny's internal chronometer—when Penny got back to her team's dorm room. Her repairs were long-since completed, and her flight module was nearly restored; Turchina had been finishing its outer shell when Penny left, which was a simple enough task Penny didn't feel the need to supervise it.

With any luck, she hadn't missed much.

Moving as quietly as she knew how, she approached her room, scanned her scroll against the door lock, and eased it open.

Yang Xiao Long was sitting by the windowsill.

She had already changed into her Beacon student's uniform, modified by the ever-present red sash on her arm. She'd chosen a bed by the window, and was sitting on her bed with her right elbow on the sill and her chin on her hand, looking out onto the Beacon grounds beyond.

She turned when Penny entered. "Morning, Pennster," she said softly.

"Good morning." Penny shut the door as quietly as she'd opened it.

"Looks like you didn't sleep much last night," said Yang.

"No, I didn't."

"You look pretty fresh, all things considered," Yang said.

She was too observant. Dangerous. Tactical recommended a diversion. "You're up early, all things considered," Penny mimicked.

"I don't sleep through the night often," said Yang. "I usually wake up a few times during the night, and if I wake up after four or so, that's it. I'm used to it by now."

"Oh," Penny said.

She could hear how pathetic that sounded, how… inadequate. A friend would do better. "Is there something I can do to help you sleep better?"

"Eh. Probably not. I've been like this for eleven years now."

Since she was six. Yang had been living with abnormal, unhealthy sleep patterns since early childhood. For almost a full year for every day Penny had been awake.

Penny felt helpless.

"Do you know why?" she asked.

"I've got a pretty good idea."

Penny couldn't tell if Yang was evading the subject, laying a trap, or just talking like a normal person would. What did Penny know about 'normal'? What did anyone in this room know about normal?

She had to take a chance, and she did. "Would you like to talk about it?"

"Sure," said Yang, which didn't quite answer Penny's question. Yang seemed to realize this; she sighed and picked her head up from her hand. "Look, don't feel like this is something you have to fix, okay? I'll tell you so you understand, but don't think it makes you responsible for anything. I'm a big girl, and this is my thing."

"That is acceptable," said Penny.

"And sit down," said Yang, patting the bed across from her. "It looks like you're in a big rush, standing like that."

"I did not mean to make you uncomfortable," said Penny with a wince as she rushed to sit.

"I know you didn't." The corner of Yang's mouth quirked up, and she looked at Penny for a long moment, like she was trying to write the image to memory with high latency. "You remind me of her."

"Who?"

"My sister."

Yang's hand returned to the sash on her arm.

"Ruby Rose."

Penny committed the name to storage and linked it to Yang. "Your sister."

"Yeah. Just about the sweetest kid you could imagine. Never met a stranger. Wicked smart. Bright as the sun. Kind as anything." Yang took a deep breath; it sounded like her lungs were shaking. "She was the best."

Thesaurus blared alarms about the use of past tense in that sentence. The thinnest possible smile faded from Yang's face.

"Even when our mom died," Yang said, "Ruby didn't let it get to her. She didn't understand at first, but even when she figured it out, she was still… Ruby. Still sweet and friendly and… you know."

Jiminy wouldn't let Penny say that she did.

"The thing is… our house was out in the woods, away from other people. We never had problems with the grimm. Dad was a Huntsman, we had a dog, and we lived near a combat school that swept the forest all the time so the students could get field experience. But… I guess nothing's guaranteed, you know? And it only takes one time.

"It was the middle of the night when they took her. All we heard was a smashing sound, and then nothing. No howling, no growling, nothing, like it ran away the moment it had her. There was a little bit of her blood on the floor, and that was it. My dad and my uncle, two pro Huntsmen, scoured the forest for days and never found any other sign of her. She was gone.

"I haven't slept through the night since."

Penny was glad she was sitting. A heavy feeling had settled inside of her, one that felt twice as strong as gravity. It would pull her down, she was sure of it. She wanted Yang to stop, hearing all of this was unbearable, but she couldn't find it in herself to speak. She had not a single processor cycle to spare for Thesaurus, not with all the feelings she was having.

Yang took a deeper breath than before; her body shook as she did. "Ruby always wanted to become a Huntress, and she never had the chance. So I knew what I had to do. I'd become a Huntress in her place. I mean, honestly, I was probably leaning that direction anyway? But after that, I was absolutely sure. Red was Ruby's color. I wear it to remember her, so I never forget her or what I'm here for.

"No one deserves what happened to Ruby. No one deserves to lose a little girl, or a little sister. And no one will, if I have anything to say about it."

Yang's mouth half-curled into something like a smile, though Penny couldn't imagine why. "I got clarity, you know? I knew where my life would go from age six on. And if that clarity costs me a bit of sleep? Eh, fair trade."

"That's not fair at all," Penny said with a voice full of emotion.

"Neither is life," said Yang with a shrug. "That's why we help each other through it. That's why…"

For the first time that morning, Yang hesitated. Penny was in too deep to stop now. "Go on."

"Sometimes, you kind of remind me of Ruby. Or maybe the person Ruby might have been if she'd had a chance. Or maybe I just know that Ruby would have given you a chance, so I've gotta." Yang's face flickered through several emotions, and Penny realized how uncertain Yang was all of a sudden. "Look, the point is, I want to look after you. All the team, really. And I've got a lot of experience dealing with heavy stuff. So, if you ever need help with something, hit me up, okay?"

"I promise that I will," said Penny with sincerity appropriate to the moment. This, she was starting to believe, was the sort of person she could tell her secret. "And I'm sure our teammates will, too, after you tell them all of this."

"Nah," said Yang as she stretched, "they already know. They've been listening in on us for a while."

"How could you tell?" said Weiss from behind Yang.

"You stopped snoring, princess," said Yang.

"I do not snore," said Weiss.

"You keep telling yourself that," said Yang, and Penny was certain Yang was smiling this time. She even thought she understood why.

"I guess there's no point pretending now," said Blake from behind Penny, and Penny heard her sitting up in her bed.

"We didn't mean to eavesdrop," said Weiss.

"It wasn't a private conversation," said Yang lightly. "If I'd wanted to hide it, I would've had it somewhere else, not literally in the middle of you."

"You do you wear your heart on your sleeve," said Blake.

Yang grabbed the sash again. "Sure do!"

"In our defense," said Weiss, "we didn't hear all of it."

"Speak for yourself," said Blake.

"What woke you up, Blakey?" said Yang, and she put her chin on her hand again, only this time it seemed from humor rather than fatigue.

"Penny coming through the door," said Blake.

"Wow," said Yang, "you heard that?"

"Yeah," said Blake, but she looked down when she said it.

"In high fidelity, I'm sure," said Penny.

Blake went rigid, but Penny didn't understand why.

"What do you mean, 'high fidelity'?" said Weiss.

Penny and looked away from Blake and towards Weiss to answer. "With her four ears," Penny said.

She knew at once she'd done something wrong. The room went silent and everyone's eyes went as wide as anatomy allowed.

Then Weiss was scrambling back in her bed until her back was against the wall, as if trying to put space and obstacles between her and Blake. "You're a Faunus?!" Weiss shrieked.

"Of course she—" Penny started to say, but when she turned to look at Blake, she saw the bow atop Blake's head, and realized with crashing obviousness that other people didn't have infrared vision. No one else could see beneath the bow.

Ergo, the bow was there to hide those ears.

Ergo, the ears were a secret.

Ergo, Penny had just told a secret.

An apology raced to her vocal processor, but Blake was faster still. The image of Blake on her bed dissolved into shadow; the real Blake was already out the door.

And Penny felt a crushing sense of shame, because in a few short minutes she had destroyed her team.


Next time: Reluctance