Summary: Finally at the front doors of Atlas, Team RWBY and friends get cold feet and decide Mantle might be the safer bet to enter the kingdom from. However, they run into another new factor that might cause serious problems for their journey ahead.


Looking out his window, Lelouch stood with his back to his desk, studying Mantle. He made great strides with its rehabilitation. More construction occurred than it had in centuries. Freshwater, power, medical care, heating, everything was available to every person and community of the city.

Many of his agents worked diligently and tirelessly to take care of everything and see to their assignments. The soldiers stationed in the city did their part, upholding laws and protecting the people who lived there.

Crime rates fell, homes, stores, and businesses were rebuilt, he made sure they were up to date, and even the most humble of establishments and living spaces received his improvements.

Roads, the city's center, and the train stations were being reconstructed into beautiful, up-to-date examples, offering safe and stable transportation for all the citizens of Mantle.

He could almost be content with his work. Almost.

This whole world needed to change. It's kingdoms, their outdated and self-destructive systems of isolation; they could use a makeover, and Remnant would have it in the very, near future.

This would just be the start. He'd change it all, reshape the world into something that wouldn't risk constant destruction and utter ruin. He'd fix what many didn't realize was broken.

A knock rapped upon his door, breaking his concentration on his city, turning him to glance to the doorway of his office.

"Enter," he permitted calmly, a friendly smile flashing from under his mask, his arms already unfolded and held behind his back in his typical dignified poise.

An officer saluted to his superior, halting right by the desk, posture erect and form well-manicured, appearing pristine and disciplined. "At ease, lieutenant." he smiled, bidding his aide to relax his pose. "What is it?"

"Atlas air control intercepted a Manta without clearance approaching Atlas and ordered it to land. There was no response from the vessel, but the ship's now turned and is flying for Mantle." the young, but diligent officer reported.

"...That's concerning." Lelouch could agree to this fact, stepping aside and crossing the space to a terminal. He pulled up a few displays, analyzing the craft's vector of approach.

"An enemy ship or a traitor, sir?"

"This does not fit the pattern or behavioral archetypes of an enemy attack force. As for treachery..." the young colonel hummed thoughtfully, having analyzed many opponents. "This move is certainly not what would be expected," he observed.

"Noted, Colonel. We're scrambling interceptors now,"

Waving him off, Lelouch looked to the window. "Cancel that order, lieutenant, this is my assignment. I'll handle this, myself." the young officer gawked.

"B-But Colonel, Atlas security guidelines- "the words halted abruptly when the masked soldier spun around, staring sternly at his officer.

"Have Team BRIR and several squads meet me at Hangar Delta, immediately, lieutenant" Lelouch began calmly, spinning around and heading for a set of double doors that would take him directly to one of many air pads.

"Oh, and lieutenant?"

"Yes sir?"

"Have surveillance, keep an eye on our guests. From when they land to their final destination"

Saluting in acknowledgment, the officer departed promptly, leaving Lelouch alone.

Tucking his arms behind his back, Lelouch marched onwards through the Atlesian base, soldiers scurrying around and tending to their tasks. Many offered a salute and friendly hello, but the young man took very few notes of it and just kept his sights on the elevators at the end of the hangar.

Who would be arriving on an Atlesian vessel without clearing first? Someone bold, or very, very stupid. Maybe a bit of both, who knew. Either way, his interest was piqued...


Nervousness, hesitation, anxiety, all these and so much more flooded Ruby Rose as the stolen Manta veered away from Atlas and the surrounding fleet that had patrolled the skies of the kingdom's capital.

Playing a bit more cautious in this tense situation, Team RWBY, Team JNR, Qrow, Maria, and Oscar chose instead to land in Mantle before heading for Atlas, an easier, safer alternative than possibly being arrested.

Gazing out the window with apprehension, the red-capped huntress scanned the city below, surprised to see people enjoying themselves, conversing, smiling, and having a good time...

"Wow, no offense but I always thought Mantle was supposed to be a... kind of, umm... terrible place." Yang voiced Ruby's thoughts exactly. "But look at this place!" she pressed her palm against the glass window, taking in all the people who were not looking fearful and despairing, as expected but were happy...

A group of Atlesian Knight-200s on patrol stopped as their human captain conversed with a Faunus citizen, both chatting cordially before continuing about their business with smiles plastered upon their faces.

"...It's supposed to be," Qrow's grumpy voice echoed. "Last time I was down here, it looked a lot more, well, miserable..." His brows knitted together, glancing upward to his niece with a shrug, and the slightest touch of uncertainty.

Flying past a giant screen on the side of a skyscraper, the visage of a militaristic leader with a helmet concealing his face dominated the broadcast.

"People of Mantle," the man's distorted voice thundered across the streets, a low rumble echoing behind each word he spoke, "Remember, in these dark and troublesome times, you must come together and show unity." He raised a fist, his tone as loud and authoritative as ever, "Remind yourselves that no one and nothing will defeat the might of our Kingdom. The might of a united Solitas!"

Feed cutting, the helmeted man faded, a blue screen emitting, before showing the Schnee company logo.

"Uhh... Weiss?" Ruby nervously looked at her friend.

Having failed to contact her sister Winter on scroll, Weiss' attention shifted to her family's logo on the TV.

"What the...?" The white-haired heiress breathed, confused by the transmission she just witnessed, "...That's a Schnee logo. That's the Schnee logo!" she stated the obvious, brows pinching together as she looked at her teammates.

"Who was that guy?!" Nora uttered aloud in alarm, unsure about what to make of such a declaration.

Weiss bit her lip nervously, uncertain.

"Must be some big shot James decided to put in charge... Wasn't a great first impression, though," Qrow commented dryly, "Mantle might treat us just like Atlas does if we show ourselves."

"He seemed pretty intense." Blake added softly, folding her hands as she was at a loss for words, "But... yeah."

Rapping on the ship's frame with her knuckles, Maria questioned. "Is there a better place to land than this?"

Pivoting from the window, Yang stared back, slightly hesitant. "We don't have much of a choice."

Qrow slid off his seat, wandering closer to Ruby. "You, okay kid?" He asked; a low, serious, and concerned tone had the girl looking back with mild surprise, his half-lidded gaze more unreadable than usual.

"Yeah," She shook her head slightly.

The rugged-looking man let his expression soften, the rough edges melting away a little bit. "It'll be alright, you're a strong girl. Your team will get through anything; all you need is a little faith and maybe... a whole lot of luck." His advice did very little to quell her anxieties, but still, she was grateful for the effort.


After Maria brought up someone she knew who could hide them for the moment. They abandoned the Manta in an isolated alley, and the squad of heroes slipped back into Mantle's crowds and navigated the streets.

Their earlier observations were correct: the once poor, near-decrepit city was in the midst of a major overhaul, the streets were cleaned up, construction crews were working around the clock, fresh paint adorned the older buildings and graffiti-plagued walls, everything looked organized, proper, even orderly.

Jaune looked around, giving an awkward laugh, "...The only word for this city at the moment is surreal..." he pointed out, both uneasy and baffled by the strange state of Mantle he and everyone else found themselves walking through.

"...Anytime Mantle has been mentioned, it always had an atmosphere of negativity..." Ren noted, studying a massive billboard with the symbol of the SDC that hung across a rooftop.

Blake shared a glance with Ren while nodding in agreement with him.

"For a city full of poverty, neglect, and deprivation, It is surprisingly alive... The stories I'd heard from some of the Faunus miners who used to live here always spoke of Mantle as the grim, sad ghost town that it is. A shadow of Atlas..." Blake reflected on those who told her these tales.

Oscar continued studying his surroundings, following the flow of people. The populous moving, flowing, moving along with an energy not common to other cities, people not rushing to escape to the next job or hunkering down for the night or getting from place to place. They moved about their lives, shopping, going for ice cream, and playing. All seemingly unaffected by the negativity in the past.

Losing track of how many times she'd seen the SDC logo plastered up with positive words and affirmations of good, positive propaganda, Ruby peered over to Weiss. "So your family is involved with this?" she guessed.

The heiress furrowed her brows, uncertain. "I can't imagine my father, willingly lending a hand to Mantle in any kind of way," she uttered, knowing it was extremely unlikely her father was helping for a genuinely kind and considerate reason.

"Well, we're here to get some answers..." Qrow concluded, hands tucked inside his pocket and keeping his eyes peeled.


Avoiding a few patrols along the way, the heroes rounded the corner, soon entering a small shop belonging to a friend of Maria's named Pietro.

Introductions were made, and small talk was kept to a minimum. Everyone's concern had been palatable.

"Sir, could you perhaps shed some light on the situation, what has occurred around these parts..." Ren kindly requested the gray-bearded doctor and friend of Maria.

Rubbing his chin, the professor hummed thoughtfully. "I take it you mean Mantle's sudden makeover?"

Ruby nodded, "Yeah. Is everything alright? Is Ironwood okay? What's the SDC's sudden involvement in Mantle?

In his lap, the elderly scientist's hands clasped together in thought, contemplating before breathing an exhausted sigh. "...Well ever since the attempted coup-"

"There was a coup?!" The entire squad of young huntsmen exclaimed loudly.

Pietro flinched, "Ah, yes, you have missed a lot haven't you?"

"Yeah... I'd say so," Yang mumbled dejectedly, arms crossing over her chest.

"A coup!?! Like an actual coup?! What?!" Weiss exclaimed, voice slightly higher in pitch due to the surprise of the revelation, the Schnee daughter spinning around to her teammates in shock.

The fact that something like this could have happened in her home and she wouldn't even have heard of it until now, shocked the white-haired girl. "Someone tried to kill General Ironwood?! And take control of Atlas?!" She stared in wide-eyed disbelief.

"Why don't we back up, and explain..." Qrow suggested, leaning closer, his eyes serious, all humor gone from his person and body language.

"Yes... I suppose it'd be best for me to catch you up on current affairs and the happenings of these recent weeks... If not months." He straightened himself.

"There was an attempt," the old man looked at Weiss trying to calm her a bit. "More like the early stages of one, though fortunately enough it was unsuccessful." he continued, relaxing slightly. "From high-ranking military leaders to members of the government and private sectors."

Team RWBY, JNR, Oscar, Maria, and Qrow all exchanged glances with one another, keeping silent as Pietro began to slowly recount the events.

"A young officer managed to disrupt and ultimately put down the attempt," He explained, drawing Weiss' attention and causing a sharp eyebrow to arch with curiosity. "I've met him a handful of times and he seems like a smart and diligent young man."

"Wow, one guy brought down a coup?" Nora murmured, astonished and impressed. "Must be good to have on a side then,"

"Definitely." Yang agreed in awe.

"An ambitious man indeed," Ren mused with a smile, hands clasping in thought.

"General Ironwood thought as much." Pietro said as he shifted slightly, sighing heavily, "...And has thus seen to have elevated his protégé's status to that of a colonel..."

"Is that the one on TV?!" Blake chimed in with a raised finger, causing Weiss to nod in realization remembering the mask-wearing soldier they saw broadcasting throughout the streets.

"Yep, Colonel Lelouch Lamperouge Mantle's new chief enforcer and savior as far as the media is concerned..."

"Huh? Enforcer? Savoir? I mean... huh? How'd stopping a coup lead to Mantle's overhaul?" Yang queried.

Weiss stared back, "Lamperouge...? I haven't heard of that family... I suppose being a military protégé, Colonel Lamperouge must possess skills far above average. Maybe his family was gifted and, in turn, passed their talent to him."

"Well I don't know anything about his background, but a few days after the coup, Colonel Lamperouge was bestowed the jurisdiction by James to act as chief commander for Mantle, with that authority he ordered a slew of ambitious reforms and improvements, and not long later things began to change" the head of his mechanical chair rotated a bit, his gaze focusing onto Weiss. "With the border lockdown, things haven't exactly been ideal; resources are stretched, yet the colonel somehow convinced your father, of all people, to put forth a lot of effort and money, both of which have done wonders."

"Wh-... I, that, I..." speechless, the former heiress couldn't manage words, her expression was of stunned silence.

"Oh my, is Weiss okay?" Ruby blinked, genuinely worried.

"She's actually losing words," Jaune murmured quietly.

Pietro smiled lightly, finding the situation amusing yet not uncalled for.

"Great! Nice to run into a guy who isn't a complete ass!" Yang was jokingly excited at the notion of the general's subordinate possibly being somewhat likable, given that they were down here of all places.

"He's currently running for a seat on the council and-" Pietro paused, glancing at Yang's robotic limb. Remembering all the stories she told him about, he quickly connected their names and who exactly these new faces were. "Oh my, you're Team-"

"RWBY." A filtered and distorted voice replied, cutting Pietro off and echoing in the room, every face now twisting to see the masked visage of the mysterious man who was blocking the doorway of the shop.

In an instant, the room turned dead silent.

Behind him stood four beautiful huntresses in their respective uniforms and weapons ready at their sides, none saying a word.

Growing tense by the sudden appearance and intrusion, the group collectively went into battle-ready stances.

Shield raised, Jaune nudged Ren, whispering. "Isn't that the colonel we were just talking about?" his question was met with a slow and affirming nod of the head from Ren.

A stillness hung in the air, both parties trying to anticipate what the other would do and say.

"R... Ruby?" Yang murmured low enough that only her leader would hear her, staring forward at the unknown soldiers, and wondering what on Remnant had just walked in and discovered them.

"Colonel...?" Ruby breathed uneasily, her stomach beginning to knot up in anxiety, was a fight about to break out here? Were they going to be detained? Her eyes darted to her Uncle, who remained motionless, his gaze fixed and trained on the other man.

"Wait, hold it!" Pietro, speaking out with his hands up, frantically motioning for them to stand down.

"Colonel Lamperouge, you have my word that these people mean us no ill will or have ill intentions." Pietro pleaded with the officer, causing him to turn his attention from the teens to the elder. "I can vouch for their character." He informed, raising his hands in a placating gesture.

A few more seconds passed and finally, the tension faded, and the colonel relaxed his posture, signaling his unit of warriors to follow suit, all standing down with their weapons put away.

"If the famed Dr. Polendina trusts them, then we will hold fast." the colonel conceded, keeping his gaze glued onto the other group, Ruby being at the forefront.

"Alright..." Ruby released a breath and lowered her scythe.

Following her lead, the rest did likewise.

"Phew!" Nora exhaled sharply, relieved that it didn't turn into a gunfight or fistfight or even a food fight.

"My apologies," The masked figure began, addressing the teens who gawked back, their tension giving away to curiosity. "This is hardly how I would've liked to introduce myself to a squad of Huntsman such as yourselves..." He chuckled dryly and took several steps forward.

"You-you know us?" Ruby asked meekly, turning her body and looking back at everyone, uncertain if that was a good thing or not.

The faceless officer continued until he was standing alongside Dr. Polendina, offering the elderly gentleman a friendly nod. "If you're asking if your deeds have carried your name across the skies of Solitas and into my ear, then no..." his gaze landed directly at Weiss, who met him with a cautious stare of her own.

"But when a stolen airship lands in Mantle without the proper code keys or prior notification... and comes with a famed heiress aboard..."

Weiss blanched when his statement, feeling herself flushing a tad with embarrassment and worry.

"Then yes, I make it a priority to know who's in my city," the armored officer stated sternly.

"...We never wanted to cause a problem, colonel," Weiss stated.

"Of course not," he didn't doubt the authenticity of her words and nodded in acceptance. "With this many hunters, you could've cleared an entire Grimm infestation with ease if you so choose." his hand moved across the room, a general motion. "Perhaps you are here simply to see the fruits of my endeavors with Mantle." his words seemed light but were laced with more intent than the others were aware of. "Or is this a matter of urgency?"

"...No... and, kinda sorta," Yang replied, having been caught off-guard by the man and unsure how best to answer his queries. "See, well the truth is we're uh..." She glanced toward her teammates with a 'help me?' look. "It's been a tough past couple weeks... for all of us." The golden-haired woman shook her head slowly. "We..."

"We're just in need of a break is all, maybe a place to rest," Qrow finally spoke up, deciding best to leave out their true intention. At least for the time being.

Ruby met his gaze, a mix of confusion and uncertainty about his decision not to reveal their mission to the man, knowing she couldn't argue against her uncle here and now.

Silence reigned for a few more tense moments.

The masked individual nodded slowly, almost casually, with no sign of any tension. "We have a few inns. It may be nothing like Atlas' five-star suites and comfort, but you'll be welcome."

Nodding back, the scraggly hunter shifted from one foot to the other, a little suspicious.

"Please." The Colonel insisted gesturing to his group of hunstress, "Team BRIR and I will escort you and give you accommodations. There you can rest assured the world will leave you alone for a while..."

Qrow examined him for a little longer, silently trying to get a read on him. The colonel made no outward moves or sounds, making it a bit harder for the drunk to suss the man's character. "Right, let's go." he was wary yet determined, motioning to Ruby's team before his eyes darted between Maria, who seemed like she'd rather stay with Pietro.

Nodding towards the door, Qrow followed the masked man as he led them outside.

"Remember kids, please enjoy your stay!" The professor called from his place, smiling kindly and seeing them off, waving goodbye.

Qrow was the first out and stopped, startled at the large force assembled outside the shop's entrance. More than 100 soldiers were surrounding the exterior of Pietro's establishment in a loose half-circle formation, their collective gaze and weapons turned on Qrow and Ruby's group.

Back turned to the group of huntsmen Lelouch's cold and piercing tone sliced the air with an intensity that could cut steel "I suggest none of you try and run,"

Glancing back, his helmeted head spun, a chilling vibe emanating from his form, the leader was unflinching even with Qrow staring him down, ready to pull his sword. "Mr. Branwen, don't try anything stupid. That will not help your nieces, or anyone else here for that matter," His words were soft but demanded submission.

With the rest of the group exiting the building, all were shocked at the small army surrounding the building, soldiers bristled with their weapons aimed at them, the huntsmen tensing up once again with their hands tightening around the weapons' grips.

"What was that about not dealing with a complete ass?" Weiss whispered, glaring daggers at the colonel.

Yang scoffed, fists clenched and ready to rumble while Blake had a hard frown, trying to search out an exit strategy.

Seeing the group tense, ready to bolt and fight their way out, Lelouch paused briefly, sensing their exact emotions and intent, waiting a moment for the situation to take hold. "Enough. This doesn't have to be hostile... though. Should you really be surprised we are not fond of those who sneak their way in without following protocol? You're the enemy to them." He pointed to the armed men.

"W-We aren't the bad guys! We've never wanted to hurt anyone!" Ruby interjected quickly, panic and worry mixing in her silver eyes, she was always more hesitant and conflicted with such dire and complicated situations... and her mind raced with a thousand scenarios right now, each scenario a chaotic mess in its own right.

Taking a step forward, Lelouch studied the group, measuring every detail, the pain they were bearing, the concern and fear they were enduring; every fiber of their being was wracked with uncertainty. "Then give up your weapons. I can assure you no harm shall come to you," his filtered voice calmly reasoned.

Jaune wasn't having it, raising his shield. "Bullshit." he snapped.

"Yeah, like those inns you mentioned. I'm sure we'll have great accommodations inside an Atlas prison cell," Yang quipped sarcastically.

"Ah yes, how silly of me," Lelouch glanced away with a shrug, sounding like he didn't care. "Lying to liars, who hide their true intentions to reach their desires," He challenged, crossing his arms over the other in a slightly condescending manner.

Qrow and Ruby flinched slightly, not expecting the colonel to have seen through Qrow's lie of omission.

"He's kinda got a point there," Oscar mumbled, Qrow glancing at him with mild annoyance.

"Still, why the hostility? Why the whole battalion?!" Ren questioned firmly.

Lelouch spared Ren a short glance. "I take my job as Mantle's protector very seriously."

Ren sighed deeply, understanding.

"...What do you think kiddo? Fight, flight, or surrender?" Qrow rumbled, his tone heavy with cynical bitterness, shoulders rolled into his back, already anticipating the young huntswoman's answer, despite how much of a losing fight he knew they were in.

Gripping her scythe tighter and leaning forward a little, the young girl closed her eyes, steadying her breaths. Ruby opened her silver orbs once more, suddenly catching the sight of someone in a building looking at them from the window, worried and nervous, gripping the drapes.

Ruby's eyes began to dart around, noting many scared, terrified, and confused faces of innocent, ordinary civilians watching witnesses. All terrified.

...Of them. Of her friends.

Her throat tightened up, chest clenching and heart sinking, a knot beginning to build within, causing the petite, youthful huntress' nerves to fray further. "Guys l-lower your weapons," she instructed softly, barely above a whisper, not daring to look her teammates in the eye and choosing instead to lock eyes with the man in charge.

Everyone balked at the notion. "Ruby? You can't be serious!" Blake shook her head.

"What?! No, never!" Jaune countered immediately, not about to play this game.

"Ruby... Are you absolutely sure about this?" Her Uncle asked carefully, concerned for her.

"I... yeah." she nodded, trying to swallow that lump forming in her throat, a swirl of anxiety welling inside of her belly.

Letting out a sigh, Qrow let his arms slack, loosening and placing the tip of his blade against the concrete beneath, silently coming to trust his niece's call, despite how reckless of a choice he thought it might have been.

Following his lead and looking a touch uneasy, Oscar and a hesitant Ren also complied with Ruby's demands.

Seeing the intruders comply, Lelouch waved Team BRIR forward, the women moving toward them to take control of their weapons, relieving them from their possession.

Pensive, his scowl not easing one bit, Jaune tried one more time, desperately wanting to keep his weapon, to stay armed in a hostile situation with what could possibly be enemies.

However, a warm hand placed itself on his forearm, "Let go Jaune..." Nora whispered. "It'll be okay..." Her comforting smile reached him through her gaze, and his own, worried gaze faltered and wavered before he, too, gave up his sword.

"Fine." he breathed in exasperation, relenting in the end. "Nothing better happen to these..." Jaune narrowed his gaze dangerously at Ivy, whose catlike green gaze burned back definitely as she claimed his Crocea Mors.

"Yeah, yeah, boo hoo!" Ruda replied, prying Nora's hammer out of her hands. "We're doing security protocol, so calm down you baby." She scolded before moving on to the rest of Team RWBY.

One by one, their respective weapons were seized by Bianca, Ivy, Ruda, and Roane, much to the discontent of the huntsmen who did not relish having their only lifelines stripped from them.

Catching sight of a bag on Ruby's back, Bianca made a motion for it, stepping around. "And the pack," she demanded, her stern, clear voice leaving no room for negotiation.

"...R-Right." Nodding meekly, the leader unhooked the bag and handed it over.

Opening the duffel bag the leader's eyes widened briefly at the sight of lamp within. "What's this?" Her suspicion rose.

"Ah-Nothing, it's just-"

Not liking someone getting their hands on the relic and being this close to it, Yang and the others took a step forward, only to stop when the soldiers that had formed a perimeter around them aimed their weapons in their direction.

"Hey, hold on a second-" Nora exclaimed, hands going up while Ren raised his to placate the situation.

Twirling the lamp on her finger, Bianca smiled, "Wow. This seems nice." her tone wasn't snide or arrogant, more curious if anything. "Cute little souvenir."

"Wait, but-!" Blake attempted to counter, not able to come up with a response before Bianca strolled over to Lelouch and presented the prize.

"That doesn't belong to you," Weiss said firmly, annoyed and weary as Bianca walked over and handed over the lamp like it was nothing special.

Lelouch had taken the item carefully. It wasn't light, or heavy. "Mhm." he mused softly, a quiet breath of intrigue escaping him. "Bianca, have the team lead our men to form a perimeter patrol. I'm fairly confident our visitors won't give us any more trouble," his tone was serene, authoritative, calm, and not demanding in the slightest.

She nodded her understanding and proceeded to address the nearest group of soldiers. The rest of Team BRIR acknowledged the orders as well and began leading the squads around the small area, giving the huntsmen and Lelouch room to converse.

Ruby stood anxiously watching them take their weapons before focusing on him.

Lelouch calmly examined the lamp, while carefully noting the silver-eyed girl's body posture and the nervousness, her subtle tell-tales that he would use later.

"So this is a relic?" His brow quirked curiously beneath his mask as he examined it a little longer, gently spinning the artifact in his hand.

The group stiffened at the mention of the relic, everyone's minds drawing back to Ozpin and how secretive he was about keeping these ancient treasures.

"You know about the relics!?" Oscar exclaimed with genuine astonishment, before swallowing and correcting himself quickly, "I mean-uhh... Wh-what's a relic, exactly?" the boy added lamely, fumbling with his words nervously, silently reprimanding himself at his slip up.

Uncaring about the other teen's behavior and choice of words, the armored man focused on the lamp. "Ironwood will need to examine this" He mused to himself more than anything.

The sound of a Manta and jets could be heard in the distance, closing fast. "Sounds like your ride is coming." the Colonel took a few steps toward Ruby and held out the relic. "Till then, keep it hidden." He requested, Ruby hesitantly reaching for it.

"If it's okay to ask why the sudden help and kindness?" Nora questioned the masked man as Ruby took back the lamp and hid it from view.

"Like I said, Mantle is my city, and I do take my job protecting it, rather seriously," Lelouch admitted simply. "I don't know what you've all been through, I don't know why you're here... And, believe it or not, I truly don't wish any harm upon your persons." He remarked, hands shifting behind his back casually. "Ironwood has informed a few of his trusted soldiers of what lies across the border. I was one of them. Salem, Relics, Maidens, a seemingly impossible journey of hope." He voiced clearly, surprising the group.

"So, you've got the whole story..." Weiss exhaled quietly, making a mental note.

"James must've felt backed into a corner if he shared everything." Qrow commented, "Usually he liked keeping the status quo and leaving the truth hidden as much as Ozpin did,"

Ruby blinked. "So then, you're not taking us in or holding us, then." she reasoned, finding his current lenience on them still baffling.

Shaking his head Lelouch reached for the clasps of his helmet, pulling it off with a soft hiss of air, "Your mission, the truths you carry, it is quite significant to the safety of us all."

What was exposed from the removal, left a few jaws dropping, Weiss gasping loudly.

His raven locks framed a young and pale face with striking purple eyes and high cheekbones; his expression was firm, with thin lips and a narrow chin. Pietro had said he was young but Weiss hadn't quite expected someone their age.

"Holy..." Nora's eyes went wide, "Uh..."

"...Dust." Yang finished in awe.

Bowing his head respectfully, the violet-eyed colonel returned his gaze to his captives. "As long as you stay in the region of Solitas you'll be treated and allowed the freedoms every citizen here deserves. Though a lockdown of our city's borders still stands, travel is possible under certain circumstances. Especially if you're looking to enjoy the facilities Mantle has to offer." he proposed kindly, offering his hand to the young leader.

Looking from his open palm to his calm features, Ruby took a shaky breath, feeling all eyes fall on her for a final decision. "Colonel Lelouch Lamperouge." Extending a shaky hand, the young leader cleared her throat slightly. "Uhm, nice to meet you... Officially."

"An honor," His tone and expression softened; clasping hands, he found her palm a tad sweaty. "...You're a tad young for such burdens. But then, we all had our share of tough situations at a similar age," he reassured her with a smile, staring straight into her soul as she remained locked on his face.

Stiffening up, Ruby had noticed the change in the man's demeanor, his whole visage having shifted, gone from hard and stern to warm and cordial. A charisma, a sincerity emanated from the military colonel's form that both surprised, confused, and relaxed the young leader. "Thank you. You have no idea how much of a help this means to us." her shoulders were much less rigid.

Lelouch bowed his head in acceptance of the gratitude.

The Manta neared its flight path, the whir of its engines becoming audible in the streets; the small crowd that was drawn to the potential fight in the street broke apart, standing aside, giving a wide birth and free path for the transport. A strange green light accompanied the dropship and shone through the sky.

Picking up speed, the light dove, approaching rapidly, eyeing the oncoming entity; Lelouch gazed at Ruby before registering what was descending on top of them all.

"Right." Putting some distance between himself and the group Lelouch watched as the speeding figure crashed into Ruby, a rush of wind blowing past.

Rolling into an alley, Lelouch peeked around the corner to see, the girl pinned, helpless beneath the robotic girl known as Penny.

"Friend Ruby!" The girl practically sang, giggling joyously.

Ruby could only stare dumbly, "... Penny?!" she squeaked out, shocked, bewildered, and utterly befuddled.

Smiling radiantly and affectionately the robot nuzzled her face into the younger girl's chest. "Yep, it's me!" she gushed happily, embracing her friend even tighter.

"I- Wh- H-Ho- How?!" Ruby uttered, stunned and yet so unbelievably elated. She pushed lightly on Penny's chest, creating enough room to study the happy face, marveling at her return from the dead.

Soon joined by the rest of her team.

Yang and Weiss ran up to the pair, Yang sliding on her knees and wrapping her arms around the two. "Penny!" The blonde practically cheered, "You're back!! You're alive?!" Her voice brimmed with hope and excitement.

Sitting up, Penny put an arm around Yang as well, a goofy, ever-innocent smile plastered on her face. "Salutations!" she chirped brightly, giggling in joy.

Weiss also brought her hands over, gingerly stroking the freckles across Penny's cheeks, before throwing herself around and holding her tight, all semblance of regal, 'highborn' lady had evaporated in favor of genuine emotional and relived affections, hugging her robot friend with her heartfelt desires. "I-it's so good to see you're okay, Penny..."

Wiggling their way closer, Jaune, Nora, Ren, and Blake each smiled in earnest, offering Penny a friendly hand and welcoming hug, the latter of which she accepted easily.

As the android girl began to explain how she was revived and repaired, and just how everything came to be as it did, Lelouch continued to watch from his safe distance.

Penny Polendina. An android created by the finest mind in Atlas' science and technology department, Pietro Polendina. Though an incredible, marvelous creation, she possessed a curious:soul', an insatiable thirst for adventure, and a strong devotion to the people of the kingdom.

Still, Lelouch kept tabs on the robot; after all, someone like her had a built-in resistance to his Geass; he was pretty certain if she was put at odds with him, she could beat him without breaking a sweat. He had to be wary, despite her sweet, bubbly, friendly persona.

The skills, combat experience, and training that she possessed, all surpassed anyone's wildest imagination. All of which were only heightened once she was rebuilt after the fall of Beacon.

If Lelouch slipped up or failed, made even a single mistake. There was no doubt Ironwood would dispatch this girl without hesitation to deal with him and his plans. He couldn't, wouldn't underestimate her abilities nor treat her as a mere girl…

Penny was an obstacle that he would have to play his cards around and dance along the strings of fate with caution and the utmost attention to detail until he figured out a way to best utilize or, in some scenarios, neutralize her...

So lost in his thoughts, Lelouch didn't even register the Manta as it hovered overhead, lowering, blowing his hair out of his face, he finally gazed upward, startled as the ramp unfolded. It was time to meet with General Ironwood.

"-I was the protector of Mantle for a while, but once General Ironwood says how great of a job Colonel Lamperouge was doing at elevating morale and fixing the problems in here. He decided to post me up in Atlas and ensure the defenses of the Kingdom's capital were well guarded.."

Penny nodded, continuing, "Sure, it isn't as exciting as before, but there isn't any other place I would be in right now. Protecting Atlas is not just my job but an honor." The Robot smiled, taking in everyone's approval and congratulations.

"We've all certainly missed you. Have a lot of stories to tell ya about all that's happened recently." Yang chuckled with a smirk.

Nodding Weiss smiled and helped the ginger-haired teen to her feet. "Oh, believe me, you won't even guess half the stuff that has occurred."

"Penny." Lelouch's filtered voice broke through the reunion of friends and family. Having reaffixed his mask, the military officer was standing on the Manta.

Speeding to the colonel's side in no time at all, her body gliding in a blur of green. "Colonel, Sir!"

Stepping further down the ramp to stand next to her, his gaze raked across the group. "Since things have been handled, and the slight breach has been settled without incident, you should inform General Ironwood that will be making our way to his office for a meeting," His words carried an air of authority that Penny was eager to comply to.

"Roger. Colonel Lamperouge, sir." the android spun on her heel. Waving goodbye to everyone, "Be seeing you, friends.

Jet boots kicking on, she rose effortlessly off the ground; turning gracefully, she accelerated fast, gaining height and flying in the direction of Atlas with grace.

"Whooa..." Jaune gaped, jaw slackening, his eyes following her ascent into the skyline and out of sight. "Remind me, not to get on her bad side..."

Ren patted Jaune's shoulder. "That... should go for most of us." he acknowledged, Nora and Oscar nodding in silent agreement.

Clearing his throat loudly, Qrow pushed past everyone. "That said," The scraggly, lanky man grunted, arms crossed and his posture hunched. "What now, kid?" Qrow pointedly asked Lelouch, earning a glance from the masked figure, his stare not waning or budging.

"...I shall now personally escort you to General Ironwood's office," He explained, noting Yang's flat frown and Jaune's narrowed gaze, his wariness on display for all to see.

Qrow kept his silence, eyes fixed on him as the pair continued their nonverbal dance, both waiting on the other to show a chink in their defenses.

"Why personally?" Blake questioned softly, arms folding, one of her ears flitting as Lelouch spared her a short gaze.

The others' conversations and hush murmurs, petered out, the whole group wanting a response, a reasonable and fair answer.

"...I'm sure you have news about current events outside this kingdom, as part of the general's inner circle, I'm also in need of these... updates." he decided to keep his words brief. He gestured forward with his arm, leading everyone onto the Manta.

Filing on, Ruby eyed her weapon still sitting at Bianca's hip. Following her line of vision, Lelouch smirked from within his helmet, "Don't fret, my team will join us on a second Manta. When we reach Atlas, your weapons shall be given back." he placated her worries.

"Thanks." the scythe user said simply, moving passed him to take her seat near Weiss.

Buckled up, the dropship kicked on. Ascending smoothly, the hum of its engines was a soft background noise compared to the turbulent thoughts and feelings they all felt.

Looking at the gathered party, Lelouch narrowed his gaze within his helmet. Just how would these new variables factor into his plan...? More complications, more challenges, and a mountain of risks were just to come.

"Again, I'd like to apologize for our early meeting." The masked colonel gave a slight bow, "Though I don't regret our meeting, I hope this is a start to a beneficial and prosperous working relationship."

The group sat silently, but the small smiles and nods were enough; even Ruby was warming to this strange new person, the little bounce to her being proof enough of her hopeful, positive attitude towards the situation at hand.


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Crouched low on a rooftop, scorpion tail swaying in the cold wind, Tyrian Callows twitched erratically, fingers rubbing together in a desperate craving to scratch an imaginary itch that refused to be satiated.

"Well, we can't keep Salem waiting, now, can we?" he uttered excitedly, a cackle, a manic sounding noise, some ghastly thing which might as well have been a laugh escaped his lips, leaving his mouth agape, a frenzied smile stretching across his features.

Typing on his scroll, Arthur Watts tried his best to ignore the deranged assassin's behavior. "You act like I expected Mantle of all places to have increased their security recently," He said sharply, a small trace of bitterness in his voice at having underestimated the Atlesians.

Tyrian snickered, the scroll displaying Atlas's security feeds, the beacon and mass of land high above.

"Honestly Watts, one would think you didn't want your home country destroyed," Tyrian chided.

Rolling his eyes, Watts released a heavy sigh. "Our schedule is now forced to shift." the screen went dark as it shut off, the aged man gripping the device tightly.

Tyrian licked his lips, grinning. "Nothing's changed," he chuckled again, clenching and unclenching his hand, his head swiveling around as he sought his next course of action.

With another groan of exasperation, the hunched-over, greying scientist pinched his forehead with his thumb and forefinger. "Everything's changed..." he shot Tyrian a sharp glare. "If we're going to conduct any further operations, then we must learn who's behind these new developments!"

"Ooooh!" the assassin let out a cry of excitement, tail snapping like a whip, he began laughing once more. "Don't you just love a mystery!" the insane, raggedly looking scorpion Faunus crept closer to Watts' face.

Inclining himself away from his comrade, a deep sigh escaped his lungs, hanging his head low. "You may begin with your little games," Arthur consented.

Tyrian chuckled, a wide grin spreading across his cheeks. "It's so nice to know you appreciate my efforts," he started, bringing up his scroll, eagerly preparing the next phase of his plan.

"But I'm serious Tyrian, take a slower approach in this game... don't go about stirring trouble needlessly. This is too delicate and important."

The other's predatory gaze swept to the hunched scientist. "Hmm..." he made his humming noise, letting his smile widen as he accepted the conditions. "Now what would ever possess you to suggest I'd do anything crazy?"

Tyrian snickered, pushing a foot up from his stance, and scampering to the opposite rooftop, leaving Watts alone with his own task at hand.

Glancing down to his scroll, he pressed an option and watched it brighten to life, numerous messages and alerts appearing on the screen.

Looking across the cityscape of Mantle, seeing how much work was being done to renovate the old, forgotten slums. A snide grin crossed his face, "Just who are you... Colonel Lamperouge?"


Author's Notes: Rocky start, but it seems like Lelouch and RWBY are friends...for the moment, anyway.

This chapter followed the episode that shares the same name closely. But don't worry future chapters will divert greatly.