Penny was feeling a bit off. Slowly, she had been getting feelings of aggression, and more independent. However, her kinship with Ruby Rose was still strong as ever. Ruby had been worried as well, and she had not seen Penny for some time. However, it would soon be known as to why.

Ozpin was in his office, with Ironwood, Qrow, and Goodwitch. They were discussing about the Vytal Festival, and Atlas. However, the hologram of the Atlas Army was suddenly replaced with an image of line that moved with some audio.

"Ozpin, you and your circle will meet me at the docks, along with Team RWBY. I want to meet the competition is all. I've seen the files, and know it all."

"I could be a trap," said Ironwood, "I will send some of my men to investigate."

"I wouldn't do that," said the voice, "I have full control of your weapons, and your systems."

"You're bluffing," said the general.

Just then, an alert came on, showing Amber's condition.

"AMBER JUST WENT OFFLINE!" cried Ozpin, as he tried to reboot, but nothing worked.

"Next time, I will do keep it down," said the voice, "And if you're all not there, there will be blood shed."

Ozpin could see this was serious, and said, "Very well. We will come."

In Team RWBY's Dorm, Ruby Rose was sitting on her bed, reading a comic book, when she got a message from Qrow.

"Huh," said Ruby, "Seems Uncle Qrow wants us to see him at the docks."

"Really?" asked Yang, "Well, why not just visit us here?"

"He asks for all of us," said Ruby, "Weiss and Blake included."

"Why would he want us?" asked Blake.

"Maybe he wants to meet you," said Yang.

Ozpin's group arrived, but Team RWBY was there as well.

"Hey, we're not late, are we?" asked Ruby.

"Ruby, what are you and Yang doing here?" asked Qrow.

"You invited us, didn't you?" asked Yang.

"No," said Qrow.

"I did."

Everyone turned, to see a towering robot, with a familiar face beside it.

"Penny, step away from that thing!" said Ironwood.

"Penny is under my protection now," said Ultron, "As for me, I am Ultron, made to bring peace."

"If you believe in peace," said Goodwitch, "Then let us keep it."

"I believe you're confusing peace, with quiet," said Ultron, "Mainly you, Ozma."

Ozpin was shocked at Ultron using his real name, as Ultron said, "Oh, and Jinn sends her regards."

Thrown at Ozpin's feet, were the remains of the Relic of Knowledge. Ozpin was in shock, as Ultron said, "Now, all that I need, are these four. Four ladies, who will all be a part of my world, as a request by Penny here."

"Leave them out of this!" said Qrow.

"As if you actually care about them," said Ultron, "If you REALLY did care about your family, you would have stopped Summer from going on that mission. You would've convinced your sister to stay, and not leave."

"That's enough of you," said Ironwood.

"James Ironwood, pretending you could live without a war," said Ultron, "I can't physically throw up in my mouth, but, I could feel it."

"Uncle Qrow," said Ruby, "Did Ozpin really..."

At that moment, Atlesian Knights burst out, and attacked. Everyone quickly went on the defensive. Ozpin slammed his cane against the bots, and Ruby sliced against the robots.

Weiss was quick to freeze them up, and Yang punched the ice, shattering everything inside. Penny stood beside Ultron, as Qrow came down, and slammed against Ultron, only to get pushed back. Blake came down, and sliced one Knight in half, as Goodwitch threw hundreds into each other. Soon, they were all destroyed, and Ultron and Penny were the only ones standing.

"Well, that was dramatic," said Ultron.

"Friend Ultron," said Penny, "We should probably leave."

"Penny," said Ruby, "Please, come with us."

"Ruby, it's not too late," said Ultron, "You don't have to fight her."

"Shut up," said Yang.

"You wanna protect the world, but, you don't want it to change, Ozzy," said Ultron, "You keep talking about trust, and friendship, yet you don't even trust these 'friends' you have with you."

Ultron picked up an Atlesean Knight, saying, "Look at these, 'puppets'."

"There is only one way to peace," said Ultron, "The Huntsmen's Extinction."

Ironwood then fired upon Ultron, as Penny took off. However, Qrow went forward.

"WAIT, NO!" cried Ruby.

But it was too late. Penny turned around at the last second, and Qrow slammed his weapon down, slicing her in half.

"NO!"

Ruby ran up to Penny, holding her upper torso, and sobbing.

Ultron turned, and fired repulser beams from his fingers, and hit Ironwood, seeing the sight before him. Ruby Rose, an organic human, treating a cybernetic being that has fallen like one of her own. Maybe, not all humans are like that.

"Ruby," said Qrow, "It's fine. She was a robot. She wasn't real."

Ruby heard those words, and her eyes snapped open, as she whispered, "Wasn't real?"

Caught completely off guard, Ruby fired upon Qrow, yelling, "SHE WAS MORE HUMAN THAN YOU EVER WERE!"

WBY were shocked at this. Qrow blocked the shots, as Ruby kept firing.

"KIDDO, PLEASE!" cried Qrow.

Ultron then grabbed Qrow, and threw him into Ozpin and the others. He then gently held Ruby's shoulder, and said, "I can help rebuild her."

"Stand away from-"

"No, I want answers," said Yang, "And from him."

"He won't tell you everything," said Ultron, "I will be in touch."

Ultron picked up Penny's remains, and took off.