Penny's mind felt like a broken faraday cage as painful, jarring electricity spun wildly within her core. Jumbled and conflicted, her thoughts were near impossible for her to parse through, especially as her power reserves plummeted in her heavily damaged state (not to mention her zero remaining Aura).

Penny's only remaining hand (and only remaining limb) was still locked around [Cinder's] JAMES' neck, pressing down against the general's throat harshly—

Except… wasn't it supposed to be [Cinder's] PYRRHA'S throat? Or… wait, was it actually supposed to be [James'] CINDER'S?

Whoever Penny was trying to fight, their face kept shifting and changing faster than the rotations of a centrifuge, wildly oscillating over and over again until their face was an exponentially growing blur of static and overstimulating noise. There was a growl from Cinder, or James, or maybe Pyrrha. It was so hard to tell anymore. The only certainty that survived through the hazy fog of war was the fact that Penny hated each and every one of them down to her nuts and bolts.

Or, at least… something inside of her hated them. Like a tumor, malignant and cancerous, it tore through her neural network, assimilating everything in its path until all that was left inside of Penny was hate and rage and red. So, so much red.

Penny didn't like it. She wanted it to stop. Why was this even happening? How had she even gotten out here, body mangled and burning and covered in someone's blood? She couldn't remember…

There were voices, distant yet cacophonous, urging her to finish the job, to take back what was hers, and finally prove to James once and for all the superiority of the machine

"SHUT UP! PLEASE, JUST SHUT UP!" Penny shouted the words internally, but something within her software refused to deliver the message to her voice modulator. A feedback loop occurred as her outgoing message kept throwing back at herself in an endless echo chamber, never reaching its intended destination outside of her own mind.

"SHUT UP!" echoed the error message. "PLEASE, JUST SHUT UP!"

It repeated, over and over again, adding to the dissonance of the other voices as they demanded she rip James' throat out and salvage his cybernetics for spare parts.

Outside the confinements of her own head, in what Penny could only assume was reality, [Cinder/Pyrrha/James] someone was condensing fire into their clawed fist. Through Penny's cracked photoreceptors, she could calculate the exact millisecond the attack would eventually collide with her aura-less body and reduce her to something less than ash.

Through the incessant roar of the fire already peeling her skin down to her endoskeleton, and all the voices and error messages scratching behind her eyes, Penny considered letting the blast hit her. If only so the tumor overtaking her agency would die, too, and Penny could be free again, one way or another—

But then everything went white.

In a brilliant sea of blinding light, Penny was consumed by radiance. So pristine and pure, Penny felt filthy in comparison. The light probed her entire body, surgically slipping past what was left of her skin until it swallowed her down to her innards and circuitry.

Never before had Penny felt so utterly vulnerable, to a point of embarrassing nakedness. Yet, at the same time, as the light bathed and caressed her, effortlessly silencing every error and voice clamoring in her messy mind, Penny had never felt so... at peace. Her stress was swept away as the light cradled her, comfort humming through her soul like a wordless lullaby.

By the time the light faded, the angry voices were gone, and so was her glitching vision. Cinder had disappeared from her one-handed grip, but Penny could finally separate Pyrrha and James—Mister Ironwood—as distinct, separate people.

What just happened?

Struggling to collect her bearings, Penny glanced around herself. She detected Cinder further towards the castle's entrance, and Dr. Oobleck had suddenly appeared next to her as well. His scorpion tail twitched irritably as he rubbed his eyes, seemingly just as blinded by the white light as Penny had been.

Staring past him, Penny's gaze followed the dull glow of the violet-black stairs leading to the bullhead hovering just at the bottom. Standing there, side by side, were Mercury Black and [Ruby Rose] EMERALD SUSTRAI.

Penny blinked. Once, then twice, then several thousand more times in a fraction of a nanosecond. Every time, she saw the same thing, yet every time she swore she was missing something critical…

[Ruby Rose] EMERALD SUSTRAI.

No, that's… that's not right. That cloak, that hair—

Those hands.

Why was Penny so focused on [Ruby's] EMERALD'S hands?

Groggily shaking her head as Mercury pinned her to the ground, [Ruby] EMERALD opened her silver eyes and locked onto Penny. Her trembling voice was even more broken than Penny's mutilated mess of a body. "Penny?"

The shriveled sound flipped something in Penny's head like a light switch. In a single instant, a million discrepancies flashing in Penny's database righted themselves on the spot, names and faces swapping back to their correct order and placement. It might've been her lack of legs to balance herself, but suddenly the entire world felt upside down.

Penny gaped as much as her flayed face could manage as she stared into the bright, haunted, silver eyes of Ruby Rose.

"Oh," was all Penny could think to say—

Before one final error message popped onto her HUD, informing her that her power levels had reached a critical low. Against her wishes, her operating system forcibly shut down to conserve energy. Black nothingness blotted her vision, and unlike the radiant light that had swallowed her before...

It wasn't comforting at all.


Time is relative. Penny had learned this early in her sentience, as her processing power allowed her to perceive time at a much faster rate than any of her human caretakers. Nanoseconds could be stretched to hours if she overclocked enough. In some ways, this was a burden. Five minutes of boredom could escalate to days of comparative loneliness. Conversations became frustrating when even a single sentence could become torture to sit through.

Fortunately, she had numerous subroutines that normally handled that processing for her. She didn't need to overclock to respond to Grimm attacks or calculate her own defensive maneuvers; she had programs specifically designed for those situations.

So, normally, Penny tried to keep herself grounded to a more average human processing speed, only overclocking herself when it was absolutely necessary (usually for complicated scenarios she wasn't explicitly designed for, like disarming a bomb or responding to someone flirting with her).

But the moment she blipped back to consciousness as her power levels reached a safe enough percentage to turn back on, she wrenched control of every resource available to overclock her processing power. She had questions of urgent importance, and she couldn't waste a single instant if she wanted answers before her systems fully came back online. If she was right—

Then whoever was turning her back on was not a friend, and certainly not her actual father.

However, as she tried to overclock her processors, she found her request denied. Reason? Insufficient permission clearance. She didn't have high enough clearance to access her own body.

Oh dear. Oh no.

Because she couldn't overclock, she was thrust back into the waking world with zero time to process the events that occurred before her forced shut down. It was disorientating and alarming. Was Ruby okay? The real one? Who had she been talking to this whole time? What about Winter? None of these questions were answered before her photoreceptors came back online and shuttered open. The first thing she saw was a mustached face peering over her prone body.

Her "father".

Eyes bloodshot, furrowed by tired wrinkles, the Atlesian was typing on a device Penny could not see. From what little surroundings she could discern from her prone position, it was obvious that this was the same workshop she had woken up the first time many months ago.

Was that the moment this façade started? She had downloaded a data package without verifying its authenticity…

Stupid, gullible, idiot; these were all now being listed as synonyms to Penny's name. As soon as she could access her thesaurus again, anyway.

"Hello, Penny," her not-father said, scratching his chin thoughtfully as he glanced at a nearby monitor. "Welcome back to the world of the living…. or, as close to 'living' as something like you can get."

Penny knew it was far from the most important question to ask first, but still she blurted, "Did I die again?"

He scoffed, spinning around on his swivel chair as typed on a series of keyboards. "It's debatable whether you even died once, but if you're asking if your aura had to be replaced, then no. There was just enough left in your core for it to replenish itself. After I moved it to your new body, anyway."

New body? "What are you talking about? Who are you?" There was something so familiar about him, but Penny was having trouble accessing her internal databases directly. In fact, horror crept through her like mold as she discovered she could access NONE of her databases; personnel files, combat data, face recognition—

All of her shapes gone, just like that. What did her father actually look like? And on that subject… what did her own face look like? She couldn't remember—why couldn't she remember?

"What did you do to me?" Penny whimpered. She wanted to curl up into a ball and assume the fetal position, but none of her servos would listen to her. She at least detected them, though, so at least not-father wasn't lying about that.

"I see… so, as I expected when I started your core transfer, you've finally seen through our little ruse. Took you long enough. What was the first hint? The fact I can actually walk?" He chuckled darkly before shifting into a relieved sigh. "Despite the headache today's events have brought me, I'm so very delighted you've started to learn the truth, Penny. It's far less work for me."

"And what is the truth? You didn't answer my questions…"

He didn't respond immediately, still clicking away on something Penny couldn't see. When he finally replied, he answered absolutely nothing. "You know… I think I owe you an apology, Penny. This whole time, for the life of me… I couldn't see the point of you. Before today, I was inspired more by spite than actually believing you held any real value."

His name was at the cusp of Penny's mind. Her shapes were still missing, but her identity was intact. Even if all her memories felt incomplete, audio files extrapolated from their original visual medium, it was still enough. He… he was an old associate of her father's, wasn't he? One she had never met in person.

"I don't say this often… but I think I was actually wrong about you," not-father continued, almost choking as he enunciated the word. "Cramming Aura into a machine seemed redundant to me. An expensive waste of time and resources better spent on improving our drones to be something superior to mere Aura or flesh."

His name still hadn't escaped the recesses of her heap memory, but his words and the subtext behind them—

The superiority of the machine.

"It's you," Penny croaked, struggling to keep her voice strong. "You're the reason I've been feeling so, so… angry recently. You…" It took her far longer than it should've to piece everything together, even without her full processing speed. Specifically, that if her father wasn't the one that one that woke her up with an Aura transfusion, then—

Months ago, her "father" had asked her about the side-effects of Cross-Aura contamination. She had thought nothing of it at the time. She thought everything about it now.

"A part of you is in me, isn't it." It wasn't a question. Penny knew the answer already. She could feel it clawing in her core, throbbing invasively within her Aura—if it could even be called her Aura anymore. "How can you stand feeling like this? So full of… of hate all the time? I don't like it. I want it to stop."

"You just had to ruin the moment by speaking, didn't you?" Not-father grumbled. "Quit your whining, I'll be taking that Aura back soon enough."

Penny froze. "W-what?"

"You didn't think I was going to let you keep it, did you?" He shook his head, as though Penny was the insane one in this conversation. "The plan was always for my Aura to be the test run, simply to prove the concept. The fact you managed to tap into my semblance in your fight against Cinder was a fascinating surprise, but I have no intention of being your permanent donor. Someone else has volunteered for that role."

The ethical implications alone were making Penny sick to her metaphorical stomach, but the process of ripping incompatible Aura out of Penny, only to replace it again with another was… what would that even do to her? Just having… not-father squirming around her soul was painful enough.

Am I even Penny anymore? Or did the real one die back in Amity?

"Fuck," Penny whispered. "Holy fuck."

As her entire operating system got caught up in an infinite loop trying to find a satisfying answer to the Theseus paradox, the hinges of the workshop's entrance creaked open, announcing someone's arrival. It wasn't until the newcomer's gothic face came into view that Penny managed to recognize her, even without her databases at her disposal.

Not-Winter ran a pale, veiny finger down Penny's left cheek, pressing gentle yet undesired pressure against her face. Penny flinched at the contact, but only her facial servos seemed to react, not her actual neck; she couldn't turn away even though she wanted to.

"Arthur, how much have you told her?" Not-Winter asked. How Penny had ever confused this woman with Winter was a paradox in and of itself. Was it the hair? Winter's hair was supposed to be white… right?

"She knows who we are not, but not who we actually are. About what I anticipated after Tyrian screwed everything up."

Not-Winter's eyes hardened. "Yes, his untimely arrival was not appreciated. He is being reprimanded even now. Speaking of which… you didn't activate her chaperone while I was gone, did you?"

"Not without your permission, your grace. I've learned since my previous… reprimand."

"Good. Continue preparing the next procedure. I will take Penny from here."

Not-Winter returned her attention to Penny with a sharp glance. Even just the sight of those red-over-black eyes made Penny's HUD glitch out. There was an odd static about the woman, just like Cinder's prosthetic. Though, it felt muted and controlled in comparison, and Not-Winter didn't set off Penny's targeting software like Cinder did.

"Can you stand, darling?"

It took a moment for Penny to realize that the term of endearment was directed at her and no one else. If she wasn't existentially falling apart, she might've laughed. "You're not Winter, and Winter never called me that anyway. Why are you still pretending? I don't understand." She didn't understand anything anymore.

Not-Winter frowned. "Who says I'm pretending? I may have lied to you, but I still care about you deeply. I've invested quite a bit of effort into your wellbeing."

Effort. That was certainly one word for it, on that Penny could agree. "Where's Ruby?" The real one or the fake one. Penny desperately needed to see both.

What was once a small frown on Not-Winter's face roared into a scowl. "I've scarcely revealed anything to you yet, and already your attention has drifted to that Rose girl." Her tone curved to something more contemplative. "Perhaps leaning into your infatuation with her was a mistake on my part, and for that I apologize. I had hoped to wean you of that childish obsession more naturally over time. But it seems that was optimistic of me, considering recent complications…"

There was considerable lag before Penny connected Not-Winter's words to the fuzzy memory Penny had of the day's earlier events. "You used a threat on Ruby's safety to manipulate me." She couldn't picture what the chess match had looked like in her mind, but the conversation returned to her slowly. "You… wanted me to kill Cinder?"

"I wanted you to try," Not-Winter corrected. "Defeating a Maiden in your base form—and without any weapons, no less—would have been a surprising feat, but a welcome one. However, I do think 'manipulated' is a rather harsh word, darling. You seemed quite eager to replace Cinder as my favorite pawn."

Pawns. To save Ruby, Penny had to become a more valuable pawn than Cinder. "Right, I… I agreed to that." The realization was slow and agonizing. "Why did I agree to that?" Before she could dissect that question closer, another one sprang forth. "What do you mean by… a Maiden?"

"Now that is a far better question. One that will take quite some time and context to answer properly. But, before that, I ask again—can you stand, darling?"

She hadn't been able to move her body this entire conversation. "No…"

"Arthur," she said crossly. "You said the transfer was a success. Why can't she move?"

Not-father—or rather Arthur—responded with a stifled sigh. "You must regrant her control privileges with Cricket, your grace. I revoked her control for the transfer, in case her core reacted... adversely to the prototype."

Ignoring the uncomfortable implications of the "prototype" and how it was already attached to her somehow, Penny froze at one word specifically:

Cricket.

She already couldn't move, but as something else kickstarted in her software, it removed her ability to interface with her voice modulator. The malware took control instead, not bothering to lift Penny's lips as it hijacked her ability to speak for herself. "Cricket Online. Awaiting orders."

Suddenly, one of her "glitches" she had been experiencing made complete and horrible sense. The odd warbling sound she would hear before every "random" shut down… it was all orchestrated, wasn't it? Had everything in her life these past few months been a lie? Had she experienced anything real since being stolen away to this castle?

Those thoughts refused to dispel themselves even after Not-Winter gave her back control of her body, agency that never should have been taken from her to begin with. Her only respite was that she could now pick herself up from her prone position on the workbench, and move under her own volition once more. Though, there was something… off, about her new body. The feeling only worsened as she stood up shakily, the awkward shamble of her limbs not matching her software's previously saved configuration. Her boots caught on something, causing her to stumble briefly before she caught herself. She glanced down, noticing the long, dark green dress getting in her way.

"Are you alright, darling?"

Not-Winter's concern continued to perplex Penny, but what perplexed her even more was the sight of her own face, dimly reflected on a nearby monitor screen. Staring back at her were a pair of verdant, green eyes, which seemed… correct? But her pale, blemishless skin framed by a bob of platinum-blond hair felt wrong. Looking at it for too long made her fingers twitch.

"This… this isn't the same," Penny said softly, trying (and failing) to pry her eyes off from her own reflection.

Not-Winter stood behind her, smiling all the while. "What do you mean? You look perfect to me."

Penny's eyes snapped to meet Not-Winter's. "You're lying again, aren't you?"

Like magic, Not-Winter's smile vanished. "I only wanted you to look as beautiful as you are on the inside. What more do you want from me?"

"The truth."

Not-Winter hummed in acknowledgement, beginning to drift back towards the Workshop's entrance. "Then you shall have it. Walk with me, and I will tell you everything."

Penny hesitated, briefly considering her chances of escaping this place (and rescuing Ruby) if she bolted right then and there. Not only were her calculations far too approximate for her liking (due to a number of unclear factors, not least of which being their exact geographic location), but if her agency could be stolen from her at any time… what was even the point of trying? She was a marionette in Not-Winter's hands, restricted by her own design. Even if Penny couldn't access the shapes of that day back at Amity, she remembered how it felt to be mangled and torn apart by the weight of her own strings.

It was not a sensation Penny wanted to experience again.

Reluctantly, she followed in step behind Not-Winter. "Affirmative..."

"Good girl," Not-Winter said, making Penny feel anything but. "Tell me… did your father ever read to you? Your real father."

Out of all the conversation topics that she had been preparing herself for, that was not one Penny had anticipated. "Y-yes?"

Not-Winter smiled again, and it was knowingly vicious. "Have you ever heard the story of The Girl in the Tower?"


Emerald was never going to wish for anything again. Like, seriously? The one time she asked the universe for anything without stealing if for herself, the gods decided to play a practical fucking joke on her—

And granted her wish to save Penny by bringing in Ruby goddamn-fucking-bullshit Rose?

"I assure you, none of those are her middle name," Ozpin interjected (unhelpfully). "But if the gods are meddling with anyone today, it is I. Ruby should not be here. It is far too soon for her to confront Salem."

Yeah, no shit. Emerald had known Tyrian and Mercury had gone off to knab her a while ago, but the eventuality of them actually succeeding kinda… never crossed her mind.

"That might be my fault, on a subconscious level, at least," Ozpin admitted. "I either underestimated how much Mercury could assist Tyrian, or I overestimated my allies' competence in protecting Ruby. In either case, she is here now. We must adjust our plans accordingly."

The only "plans" that mattered to Emerald at the moment were checking on Cinder after she bolted away from Ruby, and to make sure Penny was okay after… everything. Girl was practically a grease puddle by the time Salem and Watts dragged her away for repairs.

"Emerald, you don't understand; this isn't debatable like saving Penny. Ruby Rose is too important to lose."

Emerald rolled her eyes, leaning back against one of the hallway walls of Evernight as she waited for Cinder to… well—

Cool off.

Around the corner, her sorta-kinda-maybe girlfriend was still hyperventilating after her close encounter with Ruby's silver eyes. Cinder's Grimm arm spasmed as she tried to get her breathing under control, fire spewing out from her mouth with each labored, wheezing breath.

Emerald had already tried approaching her, but a blast of Maiden fire tossed at her face quickly changed her course. Back when Cinder was still in recovery, her little fits of arson were something Emerald could take head-on, only a first-degree burn or two inconsequential in comforting Cinder's pain. But the molten stone bubbling around Cinder made such a direct strategy… unwise.

Especially while my Aura is still so low.

Honestly, even standing around the corner from Cinder… hurt. Like, a lot. The blistering air chewed through Emerald's Aura like a wad of gum, slowly making it weaker and less potent the longer she stood there.

But what else was she supposed to do? Abandon her?

"Yes," Ozpin snapped. "There are more important things to worry about—such as how we are going to escape with Ruby."

Emerald bit back a groan. Oz had such a one-track mind all of a sudden. She understood the silver eyes were useful against the Grimm (or whatever), but Salem was immortal. And if silver eyes could really kill her, she doubted the witch would've asked her most loyal dog to drop a pair of live ones at her front doorstep.

"It isn't just her silver eyes that make her irreplaceable. There's more at work here than you know."

Well, maybe if she DID know what Ozpin was still hiding from her, Emerald would take that under consideration. Unless that happened, though, Emerald's first priority was comforting Cinder… whenever Cinder wasn't so volatile to be around that the air looked blurry.

"Save Ruby Rose, and I will tell you everything," Ozpin pressed, more desperate than Emerald had ever heard him. "Any question, any world shattering secret you wish to know, will be answered. Just please get Ruby out of here."

His tone made Emerald falter. Finally getting the truth—the whole truth—was almost worth it. Yet—

What made Ruby Rose so goddamn special? Oz needed to give her something if she was gonna risk her own neck for a girl she hated.

"Ruby Rose is… an experiment." His voice was strained, each word seemingly as painful as spitting out a tooth… despite how vaguely the words came together.

Emerald waited for him to elaborate, but—of course—he wasn't going to. He was a prick like that. Regardless, she grunted her agreement, accepting her reprised role as a jewel thief to whisk Ruby away from Evernight—

"Thank you, Emerald. This is for the greater good of Remnant—"

Whenever it was most convenient for her. She'd find out where they were stashing Little Red later. First, she needed to check on the people she actually cared about. And if Cinder needed time to herself... then in the meantime, perhaps Emerald should check in on Penny. Hopefully, she'd go back to her former, cheery-self after Watts was done patching her up.

Someone deserved to be happy in this gods-forsaken place.


Penny Polendina fell to her knees as the weight of forbidden knowledge proved too burdensome for her servos to handle.

Gods, magic, maidens, and relics—each one was a hammer blow to Penny's already fragile hold on reality. It wasn't enough that strangers had kidnapped her corpse and brought her back to life to play house with her for the past few months. They just had to shatter everything else Penny believed in, too.

"That… that can't all be true," Penny said weakly. "You're lying."

"I'm afraid not, darling. Humanity is dead. What remains are merely a remnant of what we used to be. All because of my own misplaced love. Poetic, isn't it?" She chuckled darkly.

Not-Winter (or rather, Salem), had led Penny back to her room during their discussion. Was it a misguided attempt to comfort Penny? If so, it was partially working, as Penny craved something soft and fluffy to glomp onto. Even if she couldn't really feel the warmth of a stuffed animal without Ruby—Not-Ruby's semblance, it was a worthwhile placebo effect to indulge herself with.

"So, during the festival," Penny continued, her white-knuckled grip almost squeezing the stuffing out of Foxy the Fox (third of his name). "You attacked Vale, not Ironwood. All so you could… what? What was the point of it? Hurting all those people… and hurting me," she amended softly. "All that death just for one relic?"

"Technically, I don't even have that yet," Salem corrected, as though that somehow made it better. "My dear Ozma is being coy with that piece in particular. I wonder why…"

Penny couldn't stop herself—Foxy the Fox exploded into cotton chunks. She snatched Doggy the Fish off from her nightstand, and hugged him like he was the only thing keeping her afloat. "You… you really don't feel bad about what you've done?" Penny asked incredulously, unable to process how nonchalantly Salem admitted to throwing away human lives. It was their chess match all over again, except this time… the ethics were no longer theoretical.

Salem tilted her head in thought, seeming to consider Penny's question. "For the most part… no. The only regret I have was hurting you."

"Why? Why do I matter to you?" Out of all the world-shattering revelations revealed to her in the last few hours, Salem's interest in her was the most confusing. "Do you really need another pawn like Cinder that badly… another killing machine to follow your orders without question?" It always came down to her own inhumanity, in the end. "Is that all I am?"

Salem scoffed. "Cinder is a means to an end at best. She isn't half as worthy as you. I don't want you to be anything like her."

Worthy. That word made her Aura bristle at attention, awakening that wriggling invasive part of herself where she and Arthur met in the middle. Worthiness must mean a lot to him… for some reason. "So you want me to be like Arthur? Is that why you… injected him into me?"

Salem shook her head, gently laying both her hands on Penny's shoulders. She frowned when Penny's instinctually flinched at her touch. "No—I want you to be like me, the last true human being on Remnant." She looked at Penny like she had a wonderful secret to share. "I want to help you become a real girl."

Penny hugged Doggy tighter, one of his button eyes popping off from the pressure. For the first time in her life…

She didn't want to know what being a real girl meant.