"More of Penny going through Hell, this one's the Gluttony Layer," Slays explained.

Ruby smiled as she prepared for more of Penny depopulating an entire dimension.

"This is the Gluttony Layer," Penny said

"This should be a good break from the last Universe," Glynda rolled her eyes. "Mass murder instead of child murder,"

Penny fell down the elevator once again, then instantly exited, once again.

GLUTTONY ACT I CRESCENDO / BELLY OF THE BEAST

Penny walked into a small room made entirely of flesh, piles of decomposing bodies, and pillars of tendrils. Though the only important thing to Penny was the door in front of her, made to look like teeth and gums.

It opened into a tiny corridor, a Maurice spawned in front of her.

She narrowly slid under the first volley of Hell Orbs, then spun up her red revolver and shot it as he fired his second volley, blowing the Demon to pieces.

"Great, vore," Blake said as quietly as possible, not wanting to explain what vore was if someone overheard her.

"This place is… kinda gross," Jaune said.

"Oz, you should probably get that checked out," He pointed at the Maurice in his stomach. "They ain't supposed to be there,"

"Actually Hell has a dreamlike inconsistency when it comes to travelling between layers especially" Penny explained, ruining Qrow's bit as the man grumbled to himself.

She entered the next arena, another large room of flesh, large eyes scattered on the wall, and a lake of stomach acid with a stone hand sticking out; small platforms of Flesh sticking out of it.

While walking in she accidentally stepped on some fleshy growths, covering her in rejuvenating blood.

A Mindflayer spawned in the air in front of her, and four Strays spawned, two on the expanse of Flesh she was on, and two on the platforms over the acid lake.

Penny pulled out her railcannon, pressed the red button, dashed out of the way of the Strays projectiles, and shot the Mindflayer right as she shot her volley of projectiles.

The Railcannon shot a beam similar to Maurice's, exploding on contact with the Machine, sending her hell orbs in different directions. One hit the Mindflayer and the rest all hit and killed the Strays.

The Mindflayer turned red with rage, and a Cerberus freed itself from its seat right next to Penny, she quickly dashed to the far corner end of the room to avoid his explosive apple.

Penny launched the core of her shotgun, then shot it with her revolver as it neared the Statue, damaged it and the Mindflayer who had-

Fwoosh

Penny dodged the Mindflayer's swing as she teleported behind her, she then unloaded a barrage of nails into the Machine.

She let out a mechanical screech indicating her imminent self destruction, unable to dash away due to being in a corner, Penny smacked her with the knuckleblaster in a panic.

The screeching Mindflayer was sent flying and then exploding into the Cerberus, notably cracking its shell.

"SSSStrike!" Yang cheered.

Two Streetcleaners ambushed Penny from behind singing the machine. Penny quickly jumped into the air to avoid both the Machines and another apple from the Cerberus.

Penny dashed towards the Statue, pumped up her shotgun twice, shooting the Cerberus as well as launching the Knuckleblaster into It, breaking the Cerberus into an explosion of pebbles.

Penny jumped again, and shot a coin out of the air to hit the first Streetcleaner's gas tank; it dies and sends the second one into the air to be killed by Penny's revolver.

Penny jumps through another mouth door at the end opposite to the first one, falling into a long, tooth lined shaft.

"That first room was quite a bit more intense than anything Penny's been faced with," Ozpin stated. "Something tells me this layer will serve as a kind of test of Penny's skills so far,"

"She has been doing a lot of learning throughout the first two layers," Glynda nodded.

She landed in a cavern filled with stale blood, Penny gagged as she swam to the top onto an island of Flesh being held up by stone hands, three dormant Cerberi in the middle, and a fleading to another teeth door. A large eye attached to the ceiling stared her down.

"...Is swimming in 'stale' blood like eating stale chips?" Yang asked.

"Er.. I do not understand the sensation of eating, but probably," Penny did her best to answer.

"That implies that Penny is covered in artificial taste buds…" Glynda gagged a little at the thought, she had just gone through the Lust layer for God's sake.

"Those eyes freak me out," Qrow said.

"They don't blink… like ever," Blake shivered.

She walked towards the teeth, they closed shut, and two of the Cerberi began to break free of their seats.

She punched one of their apples back into the two, but was hit by the second one sending her grappling onto the wall. Penny launched herself towards the First Cerberus and overpumped up her shotgun, dashing as she shot the dangerous explosion into the Cerberi to avoid being damaged. She ducked under Statue as it swung at her, and unleashed a burst of nails from the blue nailgun to kill him.

The second Cerberi turned red as the third one began to break free. Penny narrowly slid away from the apple, then got launched towards the wall as the Enraged Cerberus dashed into her, and as she shot two magnets at it.

The Third Cerberus threw an apple, which she reflected into the duo of Demons. She jumped high into the air and unleashed a burst of overheated nails that all went into the Magnet covered Statue, cracking it to pieces and enraging the last Cerberus.

She projectile boosted her shotgun shots into it over and over before she landed to the side of the Demon, who's wild, angry stomp she had jumped over as she pumped up her shotgun twice, and shot it into the Demon while hitting him with her bulkier red arm.

The explosion from the arm sent the Cerberus' pieces flying, and opened the door, the bony path leading to near complete darkness.

"Aaaand… another flesh room!" Yang announced.

The room slowly lit up, revealing a group of stairs and pathways made of bones and vertebrae; overlooked by a huge eye on the ceiling.

"Dammit!" Yang gave Blake 20 Lien.

Walking forwards spawned a group of Filth, which Penny quickly dispatched with the Knuckleblaster's Explosion.

Moving to the right spawned 4 Strays, three of which were quickly dispatched when Penny spun the Red Revolver and shot the ricocheting bullet; the fourth one was killed when Penny parried its Hell Orb back at it.

Descending the staircase to her right caused One soldier and four Strays to spawn on the walkway above and in front of her, the one she was originally walking on.

A small group of Filth barrelled towards her.

She shot a coin into the Soldier's gun just as he fired, killing and two Strays. She projectile boosted a shotgun blast to both kill the Filth and send her flying upwards towards the last two Strays; She shot the first one and punched the second one off of the walkway and into the abyss, before jumping back down onto the walkway below.

Continuing on spawned three Drones, that Penny quickly took out via a projectile boost.

Four Streetcleaners appeared in groups of two as she pressed on, flanking her from the front and back. She jumped up to dodge the fire, then threw a coin that split into two; blowing up two of the Machines' gas tanks, the explosion send the other two screeching down into the abyss below.

She neared the end of the Bone Zone, a walkway right in front of a mouth door.

6 Soldiers appeared in front of her. Penny parried one of their orbs into one of them, killing it and sending two Soldiers that managed to block the explosion careening into the depths below. Penny then dashed another group of blasts, and spun up and shot the red revolver, the bullet's ricocheting killing the remaining Soldiers.

"She's like a cowboy when she does that," Yang smiled.

Penny pushed a button and played a quiet "Yeehaw" sound effect.

Ruby giggled, Penny blushed.

The next room was another Bone Bridge, surrounded by platforms and ramps of Flesh with a pool of stale blood in the middle.

Five Soldiers, four of which were on platforms in each corner of the room appeared, alongside 3 Drones and 3 Streetcleaners.

She shot one Soldier with her revolver and jumped towards the next corner to shoot it with the shotgun, she then dashed towards that Soldier and parried one of its bullets into the drones, which sent them careening into the Streetcleaners killing two of them, she shot a coin into the final machine, and then shot two more into the last two Soldiers.

Three Maurices spawned, one right next to her and the other two were on the other side of the room on two of the platforms.

Penny dashed out of the way of their collective volleys, punching the closest Maurice's shots back at him, before dashing towards him and blasting him with the shotgun.

Penny-

DINK

-Let out a mechanical screech as one of the shots managed to hit her, she then dashed out of the way of the other Maurice's beam explosion and towards the second Maurice.

She spun up her red revolver and shot each and every one of his Hell Orbs as he shot them, blowing the Maurice into pieces. She readied her nailgun and dashed towards the final Maurice.

She dodged one volley of Hell Orbs and shot two magnets on Maurice; then she unleashed a barrage of overheated nails that near instantly sent the Demon crashing to the ground.

"So, what is the punishment for this layer?" Ozpin asked.

"Probably just how disgusting it is," Weiss gagged at the thought of being within ten feet of Gluttony.

"Mainly eternal digestion, or being consumed by the flesh," Penny explained.

"You should probably start that diet, Tai," Qrow chuckled.

"Oh, ha ha"

The next room was an upward slope flooded with steaming stomach acid, dotted with fleshy platforms.

Three Soldiers spawned on a platform to Penny's right, she parried one of their blasts back at them and dodged the rest of the bullets, killing the middle one and knocking another into the acid. Penny dashed towards the Soldier, it prepared a kick and in response Penny punched his leg clean off, launching him into the acid.

Three Strays spawned on the platform at the far end, guarding another mouth door. Penny skidded her way across the acid by sliding, terrifying two of the Strays into just walking into the acid, she shot the third one with her revolver as she landed on solid, fleshy land.

"Of course she can just skim on acid," Winter groaned.

"Honestly, I woulda jumped into the acid too," Qrow shrugged.

"Yeah, Penny is so scary, and also so cool!" Ruby fangirled.

Penny entered the final room, a multi levelled, palace like structure made of bone almost completely submerged in a pool of acid, only the top part was dry. She jumped over to it.

A group of Filth spawned around her as she landed, Five Drones spawned in the air over the acid pool

Penny slammed onto the ground as the Filth surrounded her, launching the Husks into the air as she jumped up, punched forward with and exploded the knuckleblaster; blowing every Husk to pieces. She dashed to avoid the Drones' Fire, and launched the core of her shotgun at them, which she shot in midair, the larger explosion killing all five drones.

The acid began to lower, allowing access to the lower floor of the bone palace, which held the closed exit elevator.

Four Strays spawned around her, Two Schisms began walking up the stairs to the upper layer where she was, and a Mindflayer teleported in front of her.

Penny looked somewhat deep in thought as she punched the Mindflayer's orbs into a wall. She dashed towards the back of the room, launched the core of her shotgun towards the Feminine Machine, and shot it with the Red Railcannon.

A red explosion, bigger than anything she had ever seen before filled nearly the entire top layer of the palace, Killing every single Husk and damaging the Mindflayer enough for her to turn red.

"That was… a literal nuke ohmygod!" Ruby's eyes filled with stars.

"She just casually combined two explosions into one, I feel bad for whoever gets in her way," Winter shuddered.

Three soldiers walked up the stairs, the Mindflayer angrily ordered them to attack Penny.

"The Simp squad arrives," Sun shook his head.

"You nearly cried over her dying last time," Blake deadpanned.

"I'm over her, man, she's so fake,"

"Sure…" Blake rolls her eyes and giggles.

Penny was grazed by the first volley as she focused on the Mindflayer, unleashing a burst of nails into her.

The machine quickly teleported behind Penny, and-

DINK

A parrying punch from Penny left a huge hole in the Mindflayer's stomach, causing her to screech, and causing Penny to dash away to avoid her self destruction.

Penny pushed the Soldier she was dashing towards into the acid, she then shot two coins into the remaining two Soldiers.

The exit elevator opened, and she jumped on into it.

"Pietro," Ironwood whispered to the big guy "We should create something that uses Grimm dust to fuel itself,"

"That'd probably take awhile, Jimmy," Pietro whispered back.

"But imagine how much we could push back the Grimm!"

"True,"

"Hell 0, Penny 14!" Ruby cheered.

"Yeah Penny, this version of you is terrifying, but in a good way!" Yang reassured.

"Thank you everyone!" Penny beamed.

GLUTTONY ACT I CLIMAX / IN THE FLESH

The elevator landed and opened into a tight, tall cavern with an eyeball on the roof and a ledge with a mouth door attached to the wall nearby.

Penny scampered up the pulsating flesh and onto the ledge, the eye continued to stare.

Penny looked at the eye, and raised her arms up and looked crossly at the eye; it looked away apologetically.

"She even scares the geometry," Yang chuckled.

"Thank you," Penny said robotically as she walked through the mouth into a large, open chasm connected by a thin bridge of flesh which Penny began to slide across-

"Machine, turn back now," A commanding voice ordered, the voice of Winter. "The layers of this Palace are not for your kind,"

"And the Ice Queen reveals herself," Qrow said. "...To be extremely racist towards robots,"

"Th-This is an alternate version of me, I condone nothing she says," Winter raised her hands defensively.

Penny jokingly side eyed Winter.

Penny scoffed as she entered the next room, a tunnel half flooded with acid that she began to slide across, narrowly avoiding the moving bone platforms within to get to the ledge with another mouth door on the other side.

"Turn back, or you will be crossing the will of God," Winter threatened, to which Penny mockingly puppeted with her free hand.

"She is taking absolutely no shit from Winter," Yang said. "Honestly impressive, your sister is kinda scary,"

"She is not!" Weiss defended.

The mouth dropped Penny into another chasm, this one populated by large stone hands leading to a hole in the wall, Winter spoke once again as she dashed across them.

"Your choice is made, as the righteous hand of The Father I shall rend you apart, and you will become inanimate once more,"

"Heh, hand," Yang laughed, no one else did except for Tai.

Penny slid through a narrow set of of corridors, before reaching one last room, a large platform of pulsating flesh above the darkness, vertebrae lined its edge, a large eye was right in the middle of it, and the large, beating heart of Gluttony standing before it.

A bright flash of light appeared as Penny entered the room, revealing itself to be Winter dressed in white and golden armour, blue wings adorned her back alongside a blue halo on her head, two Katanas were in their sheath by her side.

"You look so cool Winter!" Weiss cheered.

Winter somewhat puffed her chest out. "An outfit befitting the Judge of Hell I suppose,"

"Egotist!" Qrow yelled out.

"Oh let me have this one,"

"BEHOLD, THE POWER OF AN ANGEL!"

Penny readied her revolver and fired potshots at Winter, who materialised a spear out of pure light, teleported above Penny and lunged downwards, which the Machine dodged by sliding; Winter then threw the spear at the sliding machine which exploded near her and knocked her to the edge of the platform.

"You are outclassed!" Winter yelled as she created a greatsword from light.

"She's so mean!" Ruby pouted.

Penny dashed out of the way of Winter's first swing, pumped up her shotgun as Winter lunged towards her, then fired the blast into Winter as she dodged the thrown greatsword.

"An imperfection to be cleansed," Winter taunted as she created two axes that she then tossed at Penny who was now firing a barrage of nails into her flying enemy-

PLINK

The predictable axe was punched back at Winter, who quickly dashed to the side. "Foolishness, machine, foolishness," Winter's face scrunched up as she created another greatsword, teleporting down to Penny's level and swinging at the machine.

Penny ducked to dodge the Greatsword and slide to the other side of Winter where she unleashed a barrage of overheated nails at the Angel who grunted in pain.

"You make even the Devil cr-" Winter's taunt and next swing was interrupted by a swift punch to the gut, the pain of which sent Winter up into the air and into freefall.

She was knocked further into the air by Penny shooting a piercing round into her coins that launched itself into Winter who eventually dropped to ground level, still flying.

"Outclassed huh?" Ruby said smugly.

"Kick her smug ass, Penny!" Yang cheered.

"Feast on the blood of an Angel, gain her power!" Nora also cheered

"That's now how it works," Penny apologetically explained.

"Awww…"

"ENOUGH!" The white of Winter's armour turned red, and swords of pure light surrounded her in a defensive position, she then lunged towards Penny with a Katana of light, Penny dashed to the side. Winter teleports behind Penny and manages to get a good hit on her as Penny spins up her red Revolver and shoots at the swords surrounding her.

They explode, causing Winter to teleport to the other side of the arena, before once again lunging at Penny. Penny dashes and unloads another shotgun blast into the Judge of Hell.

"A mere object!" She threw a pair of light axes at Penny who slid to dodge them, she then created the spears and teleported above Penny.

She missed her twice, then teleported behind the now standing up Penny and threw her spear-

PLINK

"Agh!" Winter winced in anger and pain as the explosive spear hit her in the chest, temporarily knocking her to the floor which Penny used to unleash even more overheated nails into her.

Winter launched herself back up into the air, and created yet another greatsword. "Your crime is existence!" She swung from above, which Penny dashed away from, taking another piercing potshot with her blue revolver.

"You defy the light, there can only be light!" She yelled as she threw her sword at Penny.

"THE LIGHT IS PERFECTIO-"

DINK, BZZT, POOM

The sword was punched right back at Winter while Penny shot an electric bean from her railcannon which caused the nails embedded into Winter to explode with electricity.

Winter shrieked in pain and teleported to the middle of the arena, kneeling on the large eye.

Ruby cheered.

"Aaaand Ice Queen Lost, not a big surprise," Qrow chuckled.

"It's not like anyone else has managed to beat Penny," Winter pouted.

"What? How can this be… bested by this—this thing?" The look on Winter's face slowly turned from confusion to pure rage. "You… insignificant FUCK! THIS IS NOT OVER!" She yelled as she teleported away in a beautiful display of light.

Qrow was laughing hard, Winter was pouting equally hard, and Weiss was trying and failing to reassure her sister.

Penny suddenly gained the terminal entry for this Winter. "She was one of the most respected and feared archangels, despite answering to the Council of Heaven her charisma and ability to get her tasks done efficiently earned her a lot of respect,"

"That makes what you've just done quite a bit more impressive," Ozpin smiled.

"She only gets more and more impressive, heh," Pietro smiled at his daughter, who smiled back.

The eyeball exploded, revealing the hole that lead to the next exit elevator.

"May your woes be many, and your days few," Penny heard the venom of Winter as she descended, smirking to herself.

"Well, that was funny," Yang smirked. "Guess your sister isn't so scary after all,"

"Ugh, I really do hate you sometimes," Weiss was pouting now too.

The screen cut to a new scene, Winter kneeling before a council of figures in white robes, The Council of Angels; seemingly unwelcome at their feet as she looked disgraced and humiliated.

"Has this one abandoned the way of Our Creator?" "It is unworthy of the holy light!" "The Father's light is indomitable" "This one sees fit to squander it,"

Their words stuck the cowering Winter like nails, the same ones that had left visible wounds on Winter's form.

"Holy Council, my devotion to our creator is absolute. I have never strayed from the will of The Father, but a machine-"

"Impossible," "Heresy," "Unspeakable," "Heresy," "Heresy," Winter's argument was interrupted.

"Silence," The booming voice of the head Councilman spoke. "Your treachery will not be tolerated. As punishment The Father's light will be severed from your body, you have 24 hours before the last of its embers die out," The Councilman angrily cupped the shaking Winter's chin. "And you with it, prove your loyalty, unmake your mistakes,"

Winter screamed in completely and utter agony as the light was ripped from her being, the noise was drowned out by dogmatic praying from The Council, masking the sound of the screams of pain becoming screams of rage, rage towards the machine that had done this to her.

If the machines seek blood, she would give it freely; and with such fury, even metal will bleed.

The theatre went silent at Winter's punishment.

"Jeez, now I kinda feel bad for her," Qrow chuckled apologetically.

"She's… gonna be very angry when she sees Penny again," Ozpin mused.

"It really isn't over, heh," Yang laughed nervously.

Penny stood in the descending elevator room, playing with some coins out of boredom when suddenly-

click…

The lights went out, and without warning the elevator began to careen sideways, the sheer speed launching Penny straight through the eastern wall of the elevator and into another elevator, this one coloured grey and gold.

"Hm, I thought it'd be over after the fight with Winter," Ozpin raised an eyebrow. "What's next?"

"I-I can't say," Penny said with a hint of fear in her voice, she really did not wanna see another version of her die.

Penny dusted herself off, and grumpily stomped her way out of the elevator into a ledge made out of flesh, on it was a pedestal holding a torch, and at the end of the short ledge was an oversized spine, that with Penny's limited visibility seemed to twist and turn as it went down.

She picked up the torch and began to walk her way down the turning, twisting Spinal Staircase, it just kept going and going, her journey in near darkness continuing for what felt like an eternity.

Ruby held her breath, like 90% sure that something was gonna jump out at her.

Eventually, Penny found a mouth door, sensing nowhere else to go she jumped down it into an equally dark cavern made of more pulsating flesh.

She waved her torch around to find another pedestal, with a large door similar to the one that had let her enter Hell in the first place.

The door opened as she put the torch on the pedestal, she walked through a cramped Hallway and into another dark cavern of Flesh.

The room lit up revealing a huge octahedral mass of Flesh, dotted with eyes, a mouth at its centre and two stems attaching it to the roof and floor of the room; the thing spun around in circles as its eyes stared down Penny who had begun to punch shotgun blasts at it

"What the hell is that thing?" Roman asked, everything else in this world almost kinda made sense, but this was literally just Geometry made out of human skin.

"That's the Flesh Prison, made by Heaven to trap powerful souls within. Its use of Heaven and Hell Energy will probably be really hard to deal with…" Penny whispered that last part out. "Oh no…"

"Pfft, I'm sure you'll be fine," Ruby unassuringly reassured.

Ozpin was less worried about the prison, and more about what was being stored inside of it.

The Prison roared summoning five Eye Minions and two Mini Maurices, which shot a combination of eye lazers and explosive hell blasts at Penny who jumped around the arena to avoid them, shooting down a couple minions with her coins.

The Flesh Prison summoned a black hole that began to sluggishly follow Penny, The Machine fired a burst of nails into the creature; it flashed blue and began to launch an ungodly amount of homing blue orbs at Penny.

She was grazed by a couple, but managed to dodge most of them, and even hit a couple back at the Prison creating some dents in its geometrical form. It then roared, absorbed its remaining minions into it and healed all of that damage up.

Penny pulled a face that screamed 'you gotta be kidding me' as she lightly panted.

"That's cheating" Ruby pouted.

"Friend Ruby, this version of me is constantly healing,"

"Doesn't mean the Flesh Prison is cheating less,"

Penny shot the core of her shotgun at the Flesh Prison as it roared to resummon any killed minions, and then shot the core with the red railcannon as the bomb reached its mouth. The core nuke killed every single minion, save for a singular eyeball which was quickly taken out by a coin.

Circles of light began to form around Penny, which she quickly slide and jumped around the arena to avoid as beams of pure light shot out onto them. She attached three magnets to the Flesh Prison and dumped every single nail she had into it.

It roared and summoned a new horde of minions, 5 eyes and 3 Mini Maurices this time, it then shot yet another spiral of blue orbs.

Penny dodged and punched back the orbs, then threw four coins in the air, waited and then shot them, splitting all of them to kill all the minions except for one.

The Mini Maurice aimed a blast at Penny, who slid towards the face and threw a coin.

DINK BOOM

The beam reflected off the coin and created a huge hole in the side of the Flesh Prison, the thing began to shake and shake until it burst into practically an ocean of blood, that healed any and all of Penny's wounds from the fight.

Penny put her hands on her knees and panted, as a green, glowing orb appeared from out of the destroyed Flesh Prison, slowly falling to the floor.

PRIME FIRST / SOUL SURVIVOR

"Well I guess Penny's done he- the hell is that?" Yang noticed the orb slowly falling to the floor.

"It's whatever was being stored in the Flesh Prison, I suppose," Penny shrugged,

The orb shattered as it hit the floor; revealing the kneeling form of a pale green man with the body of a bodybuilder, with snakes coiled around his strong arms: a crown of skyscrapers on his head, his skin translucent enough to the point where you could see his heart and veins, and a giant hole where his face would've been.

"Ah that must be…"

"Mr. Ozpin, or at least his soul no longer needing a husk to form due to sheer will alone," Penny explained.

"That's… actually kinda badass, didn't think the old guy had it in him," Qrow chuckled.

"Ah… free at last," Ozpin Prime sighed as he stood up. "O, Winter. Now dawns thy reckoning, and thy gore shall glisten before the temples of man," He spat, his voice filled with venom as he closed his hand in a fist for emphasis.

"He seems pretty mad at you," Weiss said.

I did kinda… kill him, take his job and destroy his kingdom," Winter said quietly. "That would make sense,"

Creature, Of Steel, my gratitude upon thee for my freedom," He looked over at Penny, who had turned her head in curiosity. "But the crimes thy kind have committed against humanity are not forgotten,"

"Oooo, this isn't good…" Penny mumbled.

"And thy punishment… is DEATH,"

Penny's eyes widened in fear as she pulled out the railcannon, but before she could even fire off a blast Ozpin charged into her at the speed of light, leaving flash fried crumbs of the flesh behind him and punched her in the stomach, sending the machine flying into the fleshy wall behind her as she dropped her railcannon.

"Useless!" He yelled as he stomped the railcannon beneath his feet.

"Oooo… I might get my *bleep* stomped in here," Penny blankfaced.

"N-No, Penny'll be fiiiine…" Ruby tried to reassure again.

"What did The Machines do to warrant this from me?" Ozpin thought to himself.

"I… can't exactly say right now," Penny apologised.

"Thy end is now!" Ozpin yelled as Penny slowly got up, he kicked her to the left, punched her in midair sending her flying, dashed over in a second to kick her downwards, and then prepared to stomp her into the ground agai-

PLINK

Penny punched Ozpin's foot as it came down on her, causing the man to backflip in the air before he landed on his feet, Penny then punched a couple now explosive shotgun blasts at him as she dashed backwards; Ozpin launched one of the snakes on his arms at her in retaliation.

The snake damaged Penny's chestplate as she jumped around took potshots with her revolvers at the Prime Soul that was menacingly walking over to her.

"JUDGEMENT!" He bent down, and launched himself at light speed towards Penny; dropkicking her into a wall, before launched a newly regenerated serpent at her.

She punched the snake back into Ozpin as she unstuck herself from the wall, she slid under a leg sweep from him, and proceeded to fire a barrage of nails into the Soul, Ozpin punched her once in the head, then punched her in the stomach to send her sliding across the ground as he jumped up into the air.

"DIE!" He demanded as he launched himself towards the ground, kicking it with such force that it created a shockwave that Penny was forced to jump over.

She dashed out of the way of a swing of his fists as Ozpin jumped up to meet her height.

He shot another snake as she landed, she tried to slide away from it, but it quickly tracked her movements and hit her.

Penny slid and jumped away from Ozpin, throwing and shooting coins with her revolver to deal some damage while she gained some distance; though it should've been clear by now that distance wasn't going to save her.

He bent down and once again launched himself towards Penny, readying yet another dropkick-

BOOM

She parried the kick, this time via a pumped up shotgun blast, the force of which knocked Ozpin to the floor.

"They seem nearly evenly matched," Ozpin mused.

"A final test of sorts for Penny," Glynda added. "One which she seems to be getting… less bad at,"

"THY!" Penny dodged a leg sweep, returning it with a punch from the knuckleblaster.

"END!" Ozpin knocked Penny to the ground with an overhead punch.

"IS!" He kicked her across the ground, then began to run towards her.

"NOW!" Penny quickly got up and dashed out of the way of Ozpin's dropkick, he shot another snake at her which she punched into a wall.

Ozpin dashed towards and uppercutted Penny into the air, jumping into the air to attempt to hit her to the ground with an overhead, which she dashed out of the way of and began spinning up her red revolver. She fired the ricocheting shot into the ground where he landed, the bullet hitting him multiple times, Ozpin groaned in pain as this happened.

Penny ground slammed to speed up her descent and dashed towards Ozpin, getting cocky as she-

"WEAK!" A now glowing green Ozpin muttered to himself full of spite as he punched Penny in the stomach.

"The real fight begins, can Penny do it?" Qrow said like a sportscaster.

"Yeah!" Ruby had regained her hope for Penny.

Penny hit him in the face with the Knuckleblaster, allowing her to safely land on her fee-

Glass_ 3

Another snake hit her in the face, she unloaded a barrage of overheated nails upon Ozpin, earning a groan of pain and a sweep kick from the Prime Soul that made Penny fall to the floor, Ozpin began to stomp Penny once again.

She rolled out of the way and threw four coins in the air while jumping backwards, she then shot them with the piercing charged shot of her revolver, the more damaging coins launching directly into Ozpin's head.

"PREPARE THYSELF!" She dodged one punch from Ozpin, then slid under a sweeping kick.

DINK

Penny punched the ensuing point blank snake projectile straight into Ozpin's hole face, though the explosion still damaged her too.

Ozpin jumped up into the air,

"CRUSH!"

He slammed into the ground below him, the shockwave once again knocking Penny off her feet, he zipped over and kicked Penny into the air, then jumped up, and prepared an overhead strike-

PLINK

"Ough," Ozpin groaned as Penny punched him in the stomach, both combatants were sent falling to the ground, and then recovered practically instantly as they hit the floor.

Ozpin launched another snake which Penny sluggishly parried right into his face.

"AUGH!" Ozpin yelped in pain as he began to float slightly in the air.

"Forgive me my… children, for I have failed to bring you salvation from this cold, dark world…" Ozpin slumped over in defeat… then let out a loud scream as beams of light shot out of his body, and he began floating higher and higher in the air, before disappearing for the last time.

Penny stumbled over to the elevator that just kinda popped out of one of the flesh walls, going down into whatever was next for her.

"That's… kinda sad," Glynda mumbled. "He only felt despair for his people,"

"Yeah… Penny was like super cool, but I still feel kinda bad," Ruby looked down.

"Well, the footage is over," Slays said, "You know the drill Jimmy,"

The monkey made yet more monkey noises that were probably racial slurs as he put the next video in.