Chapter 21

Atlas

Day 5: Morning

The ringing of her scroll woke Winter from her light slumber. She sighed loudly and rolled over in her bed to pick it up. She almost cried out in pain as her entire body protested against the movement. For a brief, blissful moment she'd forgotten how much damage Cinder Fall had done to her body yesterday. Her aura would be working on healing her injuries for quite some time. Gritting her teeth against the pain, she blearily looked at the screen and saw that Ironwood was calling her.

'What the hell does he want at this hour?' she thought. She's only just gotten to sleep a couple hours ago after putting in a long shift at one of the communications consoles in the ops center, the only duty the doctor would clear her for after she had insisted that she be put to work.

"Specialist Schnee." she said tersely, picking up the call.

"Winter." Ironwood said, "Did I wake you?"

"You did, sir," she replied shortly, "Most people are asleep at four-thirty in the morning."

"Not during wartime." he countered.

She sighed heavily, "Can I help you with something…sir?" she asked bluntly, definitely not in the mood for this passive-aggressive banter.

"Penny's tracker places her in your quarters." He said, getting straight to the point; she could almost hear the frown on his face. "Care to explain why she's with you and not down in the robotics labs getting diagnostics done?"

Winter looked to the other side of her room. Penny was sitting in the chair behind her desk, her head bowed and eyes closed.

"She was quite distraught and elected to rest here for the night instead of reporting to the labs." Her eyes narrowed in anger, "I can hardly blame her after what you put her through yesterday…sir." she added quickly, noticing anger and resentment starting to creep into her voice.

Ironwood sighed, "Schnee, she needs-"

"Sir, I say this as your advisor and Penny's friend, doing extensive diagnostics on her right now would do more harm than good. She went through a lot last night and needs some time to process it."

"But-"

"Do you want another mentally unstable maiden on your hands? Cinder Fall is bad enough. She needs time. I promise I'll bring her by when she's ready."

There were several seconds of silence on the other end of the line, "You make a fair point…" he finally replied with an audible sigh, "I'm assigning you to be Penny's bodyguard until further notice. You are to go wherever she does and make sure nothing happens to her."

"Yes sir." she replied.

"We need to get data on the maiden powers, find out how they work. Get her to the lab by tonight. Ironwood out." The call ended abruptly. It wasn't difficult to read into the General's unspoken words; he wanted to weaponize the maiden powers.

"Bastard…" she muttered, tossing her scroll back on the nightstand, before quickly picking it back up again to check the status of the city. The military feeds showed her that while she had been briefly asleep, Salem's massive whale had given up chasing the flying city, and turned back the way it had come. Telemetry estimates showed that it was heading for Vacuo if it maintained its present course. She took a quick look at the tactical map of the city, it showed her that the cleanup of the Grimm in the city was going well with most sectors being ninety percent clear of Grimm. The rest of the news feeds, especially the civilian ones, were filled with articles and videos of the two Huntresses and the Ace Operative who had saved Atlas from certain destruction. She didn't envy Yang, Blake, and Marrow one bit, she was sure Ironwood would milk every bit of propaganda out of them that he could. She sighed and put her scroll down again.

She looked over at her robotic friend, still in what Penny had referred to as 'Sleep mode'. She had said that it was something Pietro had programmed in when he rebuilt her. Penny had perfect mental recall of her memories so the mode allowed her to process events and emotions without being completely overwhelmed by them. It was very similar to human sleep.

Her memories after the fight with Cinder Fall were hazy but she was fairly certain she remembered Penny being by her side when she was wheeled into the infirmary, but Penny had been gone by the time she had fully regained consciousness. She had needed to piece together what had happened to her friend with what little Penny could tell her through her panic and grief and the rest of the details from security cameras in the Academy.

As far as she could tell, Ironwood had summoned Penny to the Vault shortly after she arrived at the hospital with her. Once there, he'd explained his plan to float Atlas out of danger to her and demanded that she open the Vault and retrieve the Staff of creation. Penny had vehemently refused, having already been forewarned by Yang that Ironwood's plan would kill thousands.

She had asked Penny what had happened next, but the robotic girl had gone silent, a haunted, guilty look in her eyes. Through the security recordings in the vault, Winter found out that Ironwood had threatened Pietro's life if Penny refused to cooperate. Penny had gasped, shocked at the general's words, but after a brief moment of thought she had still refused to open the vault.

"My father would never forgive me if I sacrificed all of Mantle to save his life…I will not give it to you." she'd said. Penny had told Winter that she didn't remember anything after saying that. There was a massive gap in her memory until she 'woke up' alone in front of the vault door, the General nowhere to be seen. Moments after regaining function, she had felt the city begin to rise into the air. Knowing she had failed, she sprinted straight to Winter's quarters, where Winter had found her once she had gotten off her shift in the Ops center. Penny was slumped against the door with her knees drawn up to her chest, severely traumatized after realizing what had happened. Winter wasn't sure why Penny had come to her and not Pietro, likely an instinct to protect him from Ironwood, but she felt almost flattered that Penny had come to her for comfort.

Winter shook her head as the security footage she had looked up replayed itself in her head. Ironwood had used a verbal code to override Penny's primary programming, essentially shutting down her free will, and commanded her to bring him the Staff. Winter watched as her friend's eyes became dull and lifeless, before mechanically walking to the vault and emerging with the Staff minutes later.

Winter sighed heavily; things were rapidly spinning out of control. First her sister had gone missing, then Salem had arrived, and now Ironwood had condemned thousands of people to die at the hands of the Grimm, traumatizing one of her closest friends in the process.

'Honestly,' she thought, 'I'd resign right now if I didn't think even more people would die if I wasn't here…'

She supposed she should get going, it was early but there was no way she'd be able to get back to sleep now. With a grunt of pain she hauled herself out of bed and walked across the room towards Penny. She gently touched the robotic girl on the shoulder, stepping back from her as she heard a high pitched whining sound as power returned to Penny's subsystems.

Penny's green eyes opened and focused on her. Her expression instantly brightened on seeing her friend, but quickly fell, a traumatized, haunted look coming across her features.

"Oh…" Penny whispered softly, her shoulders slumping.

Winter felt a twinge of sympathy, she shared in the feeling of guilt she could see flooding Penny's features. If she had received the maiden powers like she was supposed to, things might have been different. She'd never have given him the spear, not when it meant Mantle would be destroyed; and she had no programming to override. But that hadn't happened, instead her friend was burdened with more guilt than any one person should ever have. She saw Penny begin to withdraw into herself, hunching her shoulders and bringing her knees up to her chest.

Winter crouched down beside her, grunting in pain as her body protested. "It wasn't your fault, Penny…" she said softly, putting her hand on her friend's knee.

Penny looked at her with a miserable expression, "I am the one who gave him the staff." she said quietly, "Of course it is my fault."

"Penny," Winter replied softly, "He didn't give you a choice. He had to literally force you to give him the staff."

"I should have known the command was there!" Penny yelled, her eyes suddenly blazing with green aura. She sprang to her feet and began to quickly pace around the room. "I should know all the major parts of my programming but THAT one was new to me!"

She raised her arm and a holographic projection leapt out of it, displaying seemingly the complex structure of processes that comprised her operating system. "That one." Penny spat as a particular program was highlighted, "I can see it now that it's been used…I should have known it was there…" she said sadly.

Winter approached the hologram and took a closer look at the section of code, specifically noting the date. "This was added months after you were reactivated…" Winter said, her eyes narrowing.

Penny nodded, "It's not my father's work either, the coding is incredibly sloppy and inelegant. One of the military technicians added it at one of my regular checkups, no doubt." She spat bitterly.

Then Penny's eyes narrowed and began to rapidly move back and forth. Winter watched as lines of brand new code rapidly scrolled across the screen before collapsing down into a new program which inserted itself into the complex structure of Penny's mind. "Wait, what just happened?" Winter asked as the hologram closed.

"I've locked that command and three others like it." Penny stated, a dark look of satisfaction crossing her face.

"Three?" Winter asked, her eyebrows shooting up, "Also, you can edit your own programming? You weren't able to do that before."

Penny looked at her hands for a moment, "Apparently the maiden powers allow me to have more control over my own programming than before." she sighed, "Not that it mattered for Mantle…"

"It's not your fault." Winter repeated, walking closer to her friend. "James was the one who pulled the trigger, so to speak."

"I know…" Penny said, slumping slightly, "But everyone else thinks that I willingly condemned Mantle to die…" she sagged onto the bed, putting her head in her hands. "I was supposed to be the protector of Mantle… but instead I-"

A sound that was almost like crying came from Penny's throat. Almost without thinking, Winter lurched forward and wrapped Penny in a hug. The robotic girl rested her head on Winter's shoulder, wrapping her arms tightly around her.

They just sat like that for a moment. Winter honestly wasn't sure what exactly to do in situations like this. Physical affection was not exactly encouraged in Schnee Manor, leaving her with very little experience in comforting another person.

Luckily Penny solved that problem for her when she pulled , giving Winter a grateful look. She looked down at her hands. "I have all this power and I still couldn't save them. I couldn't stop him from controlling me. I just wish I understood how they worked."

Winter sighed, "Ironwood wants to understand them too. He wants me to take you to the academy labs to study you. See how the powers have changed you and your systems."

Penny got a faraway look, "I…I don't want that. They'll probably add new overrides back into my programming to control me again…"

"You don't know that for sure…" Winter said, but the words sounded unconvincing even to her own ears.

"Do you really think General Ironwood would take the risk of another maiden he couldn't control?" Penny asked, echoing Winter's own thoughts from earlier.

"No…" Winter reluctantly agreed. "Well…what do you want?" She asked after a moment.

Penny sighed, "What I really want is to talk to Ruby…" she said softly, "She always seems to know what to say." a look of pain and sadness passed across her face, "But that's not an option, is it?"

"No." Winter said, shaking her head. Suddenly an idea dawned on her, "Actually, that's something we could do…"

Penny tilted her head, asking a silent question.

"We could try to figure out where Ruby and Weiss are." Winter said, "We can look at the search grid and see where Ironwood's patrols haven't looked yet. Maybe narrow down the search range for when he's able to send out search parties again."

"Yes!" Penny exclaimed with a grin, her face brightening instantly, "Maybe he will even let us go and search for them!"

"Let's not get ahead of ourselves…" Winter said gently, an amused smile pulling at her lips, "But I have been ordered to be your bodyguard and follow you wherever you go for protection. I'm sure if a powerful maiden like you decided to go to the Ops center instead of the diagnostics lab, a badly injured person such as myself would have no other choice but to follow." she said with a conspiratorial wink.

Penny tilted her head for a moment, before straightening up as she understood what Winter was getting at. "Ah. I see what you mean. That is where we'll go then!"

Winter nodded, "Let me get ready for the day and then we'll head out."

She quickly showered, wincing as the hot water hit the damaged skin on her arms and back. Penny respectfully turned around as she changed into her uniform with some difficulty. She was able to get her new powered braces onto her legs but she didn't have the range of motion in her arms to get the harness fully onto her torso.

After a few minutes of struggling, she heard Penny step over and felt her gently ease the harness onto her shoulders. Winter pressed the activation button and the harness came to life. She moved her arms experimentally, and the support frame moved with her, taking the strain off her aching body and allowing her to go about her day normally. Supposedly the harness was rated for combat but she wasn't terribly eager to test it out.

"Thank you." she said quietly, breathing a sigh of relief.

"Of course!" Penny said with a smile, "It's what friends are for!"

Winter nodded warmly and they left her quarters and headed off together to the Ops center, the nerve center for the entirety of Atlas.

As the two of them strode into the Ops Center they were immediately approached by the duty officer. "Ma'am," she said quietly, addressing Winter as Penny began to walk around, looking curiously at all the new control consoles that had appeared when Ironwood had used the Staff to make the city mobile, "Is…that supposed to be in here?" She asked, jerking her thumb at Penny.

"She." Winter corrected her with an icy glare, "The Winter Maiden saved all of us yesterday," she said through gritted teeth, "I know I'm certainly not going to tell the most powerful girl in Atlas where she can or can't go. Are you, Lieutenant?

The officer flinched and stepped aside, "N-No Ma'am." She said quietly.

Winter nodded curtly and walked past, "We'll be out of your way shortly."

She sat down at a free console and logged in as Penny sidled up next to her, looking over Winter's shoulder. Winter quickly navigated to the proper folders that would contain the search pattern for Weiss and Ruby's crash site. She frowned. Then navigated to the meticulously kept flight log.

Due to the frantic activity of the past day, she would have to scroll back quite a ways to find the search flights that Ironwood had sent. Her frown deepened even further.

"What's wrong?" Penny asked, a tinge of anxiety in her voice.

"There's…nothing…" Winter said after a moment, "No search grid, no plan, no flights listed when he said he would send them…" she scrolled back a little further on the flight log and nearly choked. "He-he even canceled their scheduled ride back home!" The flight was shown to be canceled with Ironwood's authorization, barely even an hour after the confirmation that they'd disappeared from radar came from flight control.

Penny's eyes widened "So he- He never- He never even looked for them…" she began to shake in anger, "They've been out there, alone on the freezing tundra and he never even LOOKED?!" She practically screamed, all eyes in the ops center turned to them now.

Winter had never seen Penny this angry before, she was practically vibrating with barely repressed rage. The Maiden powers were doing something to her, Winter wasn't quite sure what yet, but Penny was certainly getting more emotional.

Penny shook her head, "He doesn't even know if they…My best friend- My friends could be…they could be…"

Penny was loud, and many of the officers in the room were now staring at them, but Winter could hardly blame her. She had the exact same thought, the same worry, the same rage. Her commanding officer had known that her sister was stranded out there on the tundra and he had done nothing.

"Is there a problem, Specialist Schnee, Miss Polendina?" Clover asked, as he strode towards them. Winter hadn't even seen him enter the room.

"No." She said quickly, "Penny was just upset that Weiss and Ruby haven't been found yet."

Penny nodded but avoided eye contact with the leader of the Ace Ops. He placed a comforting hand on the robotic girl's shoulder. Winter saw his eyes flick to her computer monitor and they widened as he saw what she had pulled up. Too late, she moved to clear the screen, but he held a hand up.

"Maybe I can help clear things up for Penny." He said gently. He moved to the computer and Winter moved aside for him as he began to navigate through the files in Atlas' vast database. She couldn't follow exactly where he went but it required multiple passwords and usernames that definitely weren't his. He seemingly ended up in a folder on Ironwood's private server. He clicked on a video and let it play. He positioned his body so that no one else would be able to see what they were looking at.

The video began to play showing the inside of what Winter recognized as one of Atlas' remote outposts, the camera situated in the corner of the small room. Winter could make out three soldiers seated at consoles along one wall of the room. On another wall she saw a small kitchen and four bunks for sleeping. The final wall she could see had a small window showing a lot of snow outside. The soldiers went about their duties for a couple minutes, the men looked oddly nervous but other than that it was quiet and calm.

She caught some slight movement out the window but it was quick and she couldn't quite make out what it was. Not even fifteen seconds later an explosion tore through the building faster than the unfortunate soldiers could even react and the video cut to black and ended.

His mouth a grim line, Clover rewound the video to the part where Winter had seen the movement through the window and paused it. Now she could see. Through the window she saw the form of Tyrian Callows as he walked past.

"I'm sure you've already begun to guess," Clover said quietly, "But that was the outpost Ironwood sent Ruby and Weiss to. He received this transmission hours before he briefed them."

Winter sat back heavily in her chair, her eyes wide. "So…He sent them on that mission, already knowing that the base was destroyed and that a dangerous lunatic was waiting for them?"

"It seems that way." Clover said grimly.

Winter shook her head, trying to process the information. This meant that her sister had fought Tyrian. Weiss had fought him and only Tyrian had come back to wreak havoc on Atlas. Weiss was still-

Her thoughts were interrupted as she felt the air temperature drop several degrees. She turned, and the look of pure unadulterated rage she saw on Penny's face made her physically recoil. She'd never seen the robotic girl express so much emotion. A blast of air startled her and she realized that Penny was hovering, the backdraft from her jets sending papers flying everywhere in the command center. With a guttural cry of frustration, she zoomed out of the command center and down the hall.

"Go," Clover said quickly, "I'll cover for you. There's more I need to tell you but you have to go after her now, I'll be in touch."

Winter took off sprinting. "Sorry about that everyone, Penny is just having a difficult time adjusting to her new powers. I'm sure she'll…" Clover's voice faded into the distance as she ran down the hall. She wasn't entirely certain what his angle was but they seemed to be on the same side, trying to unravel the same mystery. She had a feeling that she could trust him.

She managed to catch up to Penny just as she was about to step onto the elevator that led up to the General's office, quickly grabbing her arm and preventing her from entering it. Penny stopped, hovering in the air but remained facing away from Winter.

"Penny…" she said quietly as the doors to the empty elevator closed in front of them. "Penny, rushing in angry isn't going to help anyone."

"Then WHAT are we supposed to do Winter?" she asked loudly, cutting her jets and whirling around to face her, "He's playing all of us and we're just supposed to let him sit there and get away with it?"

"No," Winter said softly, "we need to talk to him, but I can tell you that he doesn't respond well to people screaming in his face." She regarded her friend carefully, "Penny are you ok?" She asked carefully, "I've never seen you this angry, or, quite frankly, display this much emotion."

Penny looked at her hands, "I'm definitely not ok." She said quietly, "These maiden powers, they seem to be doing something to me. I-" her jaw worked for a moment, "the best way I can describe it is that I feel more…human I guess. I seem to be operating outside my original programming. My emotions feel much stronger than normal. When I'm angry I feel like I'm burning inside. And the sense of longing I feel when I think about Ruby is…overwhelming."

"Is…there anything I can do to help?" Winter asked.

"You can take me to Ironwood so I can tell him just how angry I am at him for abandoning my friends!"

Winter sighed, it seemed that Penny would not be deterred. "Ok fine, I'll go with you. But you have to promise me that you'll restrain yourself. If he takes it the wrong way, people could get hurt." She wanted answers too, if she went along she could possibly prevent Penny's anger from causing an incident.

Penny scowled but took a deep, simulated breath. "Ok, I'm calmer." She said after a moment, "Let's go." Penny stepped forward and pressed the elevator button again.

"Well, we can start by going to where he is." Winter said, "He's not in his office actually."

Penny's head tilted as she accessed the Academy's internal security cams. She looked sheepish as she realized that Winter was correct, "I don't know why I missed that. It's very unlike me."

"You got caught up in the moment," Winter said gently, beginning to steer her down the hall, "It happens to all of us humans. Emotions often cloud our judgment."

"Hmm." Penny mused thoughtfully, "You humans have many annoying design flaws."

Winter gave a soft chuckle, "Believe me, I know."

They eventually located the General on a balcony that overlooked the whole floating island. He was gazing out over the school and city, two soldiers standing guard nearby. He turned briefly to regard them before resuming gazing over his kingdom.

"I told you to bring her to the lab and not to me." he said gruffly, "What do you want, Schnee?"

She thought a moment before just blurting it out, "We know about the explosion. Sir." She added belatedly. His back visibly stiffened and he made a small gesture with one hand. The guards nodded and left the balcony. "I'm sure I have no idea what you're talking about." he said once they had left, still keeping his back turned to them.

"The base you sent Ruby and Weiss to," Winter said coldly, "You sent them there on a 'repair' mission to what you already knew was a smoldering pile of rubble and that Tyrain Callows, known psychopath and murderer, was there waiting for them."

He sighed heavily, finally turning to face them, his face unnaturally impassive given the accusations winter had just levied at him. "You've both seen the video then." he stated calmly.

"We have." Winter confirmed, "We also know you never looked for them either. No search parties or flyovers. You lied to me. You abandoned my sister on the tundra." Winter hissed, unable to keep the hostility and anger out of her voice.

He remained silent, cooly regarding the two of them. Winter felt the air temperature next to her rapidly drop several degrees.

"You're not even denying it…" Penny said quietly, bringing a hand up to her mouth, "They trusted you…I trusted you! How can you just stand there like you did nothing wrong?"

"Because everything I did was done to protect Atlas." he said, "And to that end, the two of you will need to keep this information to yourself. If anyone found out, it could jeopardize the safety of the entire city."

"And what of the lives you jeopardized?" Winter snarled, "The allies you abandoned in their time of need? The people of Mantle you left to be overrun by Grimm? What of them? The people of Atlas should know what you are…and choose if they want to be under your protection."

"Not an option." He said, a cold anger evident on his face. "As of this moment you are under orders to tell no one about this. If you'll remember, under martial law, anything I deem to be treason will be treated as such."

Winter opened her mouth to tell Ironwood just how little she cared about her career when her family was on the line but he cut her off.

"And if that's not enough for you," he stared Winter right in the eyes, "The security at your family's estate is actually quite easy to get around. You've already lost one sibling, let's not make it two."

Winter gasped, she hadn't intended to give him the satisfaction of a reaction but she was genuinely horrified. He wasn't bluffing. The person who stood in front of her was a far cry from the man who first recruited her into the military. That man had had integrity and honor, or at least she had thought he had. Power and paranoia had turned him into someone who was more than willing to sacrifice lives for a modicum of security.

"As for you," he turned his gaze on Penny and clearly spoke three words, "Paladin. Galaxy. Sword."

Penny's head twitched to a side for a brief second before a look of rage crossed her face and she began to hover. "How DARE you try to do that to me again!" She yelled at him.

A shocked look quickly passed over Ironwood's face before he could hide it. "How?" He asked quietly.

"I disabled all your overrides. Every single one of them. You can't control me anymore." She said, her scowl deepening.

"Oh, I think I can." He said, his eyes narrowing, challenging her. He pulled out his scroll and brought up a video feed of the Ops center, "After you didn't show up to the labs like you were ordered, I took the liberty of inviting your father to help us out with analyzing the new flight controls the Staff created." Sure enough, the video showed Pietro running a diagnostic on the new hardware the spirit of the Staff had created. "I know exactly where he is at all times." He left the threat hanging.

Winter saw Penny's rage give way to despair, she sagged and she slowly lowered to the ground.

"Both of you are still useful to me," Ironwood said, looking between the two of them, "for now." he added, "So I'm willing to forget this conversation happened as long as you cooperate. Schnee, you will escort Penny to the robotics lab immediately. We have an opportunity to study the maiden powers more fully and I will not waste this opportunity."

Penny looked at Winter for confirmation, and all she could do was nod grimly. He'd been one step ahead the whole time. He'd beaten them. At least for the time being. With a final glare at the General she began to walk back towards the door.

"Schnee…" he said quietly, causing her to stop and turn, "I didn't want to threaten either of you," Ironwood said, his voice less angry, "but you left me no choice. You're quickly becoming a threat to our city."

"With all due respect sir," She spat bitterly, "The only threat to the population of Atlas here is you." She quickly turned and walked back into the Academy before he could offer a response.

Day 5: Evening

She escorted Penny down to the robotics lab in silence, both of them afraid to voice what they were thinking for fear of prying ears. Winter waited for her outside the lab for over an hour before stepping inside to see what was taking so long.

She immediately spotted Penny in the back, sitting in a high-tech looking chair, various plugs and wires running into ports on her mechanical frame. She was talking easily with the techs as they ran various diagnostics on her systems. She even saw her laugh when one of the techs made a bad joke.

"Can I help you Specialist Schnee?" a redheaded woman in a lab coat asked.

"I just wanted to check on my friend doctor-?" Winter recognized the woman, but she couldn't put a name to her face.

"Alex." she replied, "I'm the head of robotics at the academy. And Penny is doing well. She seemed agitated earlier but she's calmed down a bit since she came in."

Winter nodded, "When will she be able to leave? I'm supposed to escort her wherever she goes."

"Unfortunately, we're going to have to keep her overnight." Alex said, "The changes to her systems are making our diagnostics run much slower than usual."

"Changes?" Winter asked.

"Yes, there's large chunks of code that have been added in the last day and we can't figure out where it came from and what its purpose is."

"Penny added some code of her own earlier," Winter said, "she was locking out some programs that were put in to control her without her will."

Alex nodded, looking nervous at the mention of the control phrases, "We found that one earlier, the code she made is quite elegant."

Winter's eyes narrowed, "Weren't you and your people the ones that added them in the first place?"

"No, actually." Alex replied, "We got a look at the control programs as well, the coding is effective but horrendously sloppy, hence why Penny was able to lock them out with ease. I wouldn't let my students get away with that quality of work, much less the trained professionals that I allow to work on Penny."

"Hmmm." Winter mused, "He must have brought in some kind of outside programmer."

Alex nodded, "I wouldn't never have agreed to add those to Penny, even if Ironwood had asked us the first time."

"The first time?" Winter asked, her eyes narrowing.

Alex looked down, "He actually did ask us to add them back in, earlier today." She flinched at the look Winter gave her, "I told him that we'd do it, just to placate him. I have no intention of actually following through on that. We've been working with her for years now, Penny is our friend and so is Pietro. I would never betray that trust." She glanced over at Penny, "Besides, if our diagnostics are correct, we couldn't do it even if we wanted to; I think her system will reject any new code that comes from the outside. Some of our more invasive diagnostics programs are ejected from her system outright. Something about the maiden powers has changed her. She's even acting differently."

"Differently?" Winter asked.

Alex nodded, "It's hard to describe but it's almost like she's more human than before. Fewer jokes go over her head and she seems more in touch with her emotions…" One of the techs beckoned her over. "I'm sorry specialist, I have to be getting back. I promise you she's in good hands." She began to walk away but turned back after a moment, "I think someone should tell Pietro about what Ironwood did to his daughter, unfortunately I have been forbidden to share any of this with him."

Winter nodded, "I'll let him know." She waved to Penny who cheerily waved back and she left the lab.

After quickly stopping at the Officer's mess for a quick meal she headed up to the temporary quarters that the elderly inventor was assigned to. She knocked on the door and after a moment was let inside by the old man.

"I've been expecting you." Pietro said, as his chair walked him to the room's desk.

"You have?"

He nodded, "I assume this is about my daughter. I haven't heard from her in more than a day."

"It is." Winter confirmed. She glanced around the room, wary of listening devices.

"Oh, you don't need to worry about those." Pietro said kindly, "It was the darndest thing, the battery in my chair had a malfunction, and fried all of the bugs in this room." He said with a wry smile, a mischievous twinkle in his eye.

"I'll just get straight to the point then."

Winter told him everything. Penny becoming the winter maiden, Ironwood forcing Penny to acquire the staff for him, and trying to reinstall the overrides once she had locked them out.

He looked shocked once he was finished, "That's…a lot to take in…Is she alright? Why didn't she try to contact me?"

Winter shrugged, "As alright as she can be given what happened to her. I think she was trying to protect you from Ironwood, his threat was all but explicit. I really think she'd appreciate a visit from you, she might be able to clarify some things."

"I'll leave for the lab right away." He said, his chair moving out from behind the desk. He paused for a moment and studied her face, "You should get some rest." He said gently, "I'd wish you luck but I don't think you need it."

"Luck?" Winter asked, rather confused.

"For what you're about to do." he said with a kind but knowing smile.

"But I'm not-I- never mind." she sighed softly, "I believe I will take your advice and go get some rest. Good evening Mr. Polendina.'' He gave her a kindly nod and she left his quarters and returned to her room.

Before Winter fell asleep Penny called her and told her that she would be down in the lab for a while, likely until morning, and not to wait up for her.

Winter managed to sleep for a few short hours, but was rudely woken up by a stabbing pain in her leg. After taking the prescribed dose of painkiller from her doctor she found herself unable to fall back asleep, her mind too busy thinking about her sister, Ironwood and Pietro's cryptic words.

In an effort to distract herself she flipped on the TV in her room; a news report was airing a press conference from earlier in the day where Ironwood was extolling Yang and Blake's virtues as the heroes that saved Atlas. The two girls were clearly uncomfortable with all the attention they were receiving, glancing at each other awkwardly as Ironwood praised them without a single look in their direction or any emotion on his face.

The past few days had pulled the wool off her eyes entirely. James Ironwood was a monster, willing to do anything and sacrifice anyone to 'save' Atlas. His version of saving Atlas seemed to require that he stayed in power no matter what.

She shook her head, throwing off the covers and beginning to pace the room. Her body still hurt, but not as much as that morning. She knew she'd still need to use the harness again tomorrow while her aura continued to heal her injuries. She sighed deeply, she didn't know what to do. Her sister was out there on the tundra and Atlas was drifting further and further away. Some quick mental math told her that the area they went down in would be out of Manta range by the end of the next day, she had to do something and do it fast.

The main problem was that if she tried to do anything Ironwood would go after her brother and possibly her mother. She didn't have the best relationship with either of them but she didn't want them hurt or dead. But Weiss was out there freezing on the tundra, or maybe she was already…

Winter didn't allow herself to finish the thought. The mere idea of it sent her into a near panic. She couldn't fail her sister again; she'd been beside herself with guilt when she found out, days after the fact, that Weiss had almost died during the battle of Haven. Remembering how she felt then made up her mind, there was no way she was just going to sit around and do nothing, again, while her sister needed her. If Ironwood wasn't going to send Mantas to go look for them, then by the Gods she'd just go look for them her damn self.

Her career in the military was over anyway, she might as well go out with a bang. Of course there was still the matter of protecting her brother and Willow from Ironwood's wrath. She wasn't sure if her mother would even take a call from her after the horrible, but true, things she'd said on the day she'd left home. She knew there was only one person she could trust to protect her family.

She made doubly sure that the call was encrypted as she called Klein Seiben's scroll. After apologizing for the early hour she gave him an abbreviated version of events leading up to now.

"Klein, I'm begging you to protect them. You don't owe us anything after the things Jacques said to you, but you're the only one who can. And…I can't go through with this plan if I know they'll be in danger. I know mother has emergency funds and contacts, but I'm not sure they can get out of harm's way without alerting Jacques."

He smiled kindly, "I'll protect them to the best of my abilities, my dear. Especially if it will facilitate the return of our beloved Weiss." He blinked and his eyes changed to dark red. "And wot of your old man, eh?" He asked.

Winter's eyes narrowed, "Leave the miserable bastard behind." She snarled, "Atlas would be better off without him." Not that Ironwood would target him anyway, he knew how much she hated him.

A smirk played across Klein's face, "Just wot I 'oped to 'ear." He sneezed and his eyes were suddenly blue. "I'll start making my way over to the manor in an hour or so. Message me when you're about to set things in motion."

"I will, thank you Klein, from the bottom of my heart. I'll make it up to you somehow."

"You can make it up to me by bringing Weiss home safe." He said firmly, "Best of luck, my dear. It really is good to speak with you again after so many years."

"You as well, Klein." She said smiling. She ended the call.

With that taken care of she began to plan in earnest, pacing around her quarters as she considered all of the academy's security and defenses. She quickly realized that she couldn't do this on her own. She knew Penny would be more than willing to help, but she was slightly unstable at the moment as she adjusted to her new emotions. She didn't know what would happen if they got out there and they found the worst had happened. No, it was best she left Penny out of it, she'd spare Penny as much trauma as she could. She'd been through so much already.

However, she still needed help to pull off her plan. She needed people who were better than her at breaking the rules. A small smirk played across her lips; she needed some scoundrels, and she knew just where to find some.


Well this chapter got away from me in its scope, so apologies for being late on posting again. I do hope you enjoyed it; it was actually really fun for me to explore Penny and Winter's friendship.

I'm also taking a different approach to the maiden powers. I'm almost writing them as their own character. They're used to having a human 'host', and while Penny does have a soul and aura, she isn't human in the strictest sense of the word. So the powers are trying to make her a bit more human-like through additions to her programming, making her more in control of herself.

Oh and if anyone is curious, the image I have in my head for the robotics director is similar to Sonia from Pokémon.

The next chapter is going to have a bit more action in it, so you can look forward to that. And I'm willing to bet you all can guess who Winter is going to recruit!

In the meantime, you can follow me on Twitter: Strudol . I mostly retweet a lot of RWBY art (a lot of Whiterose and bumblebee) and occasionally post snippets of the chapter I'm currently writing, always spoiler free!

As always thanks to V for being my beta/editor, and thanks to YOU for reading!