A/N: Hello all and thank you! The first chapter got lots of attention I'm glad you've all enjoyed it and I hope you continue to in this chapter.

As a side note Penny's weapon doesn't have an official name yet, I've seen it called "the puppeteer" but I've decided to call it "Pale Marionetta" which roughly translates (according to Google) into 'Puppet blades' in Italian.

Anyway on with the show!

Chapter 2: More than Machine

Locked in absolute concentration, a bead of sweat rolled down the side of her face, a minute adjustment, then another, too much!

Yang overbalanced and with a flailing of arms fell backwards out of her chair, the grape she had been balancing on her nose bounced away as she hit the ground with a thud.

Ruby laughed putting her head down and thumping her fist on the table, Blake chuckled trying hard not to laugh out loud.

Weiss let out an exasperated sigh. "Oaf."

Penny smiled.

They were in Vale having just finished lunch at a small outdoor café and were now sitting around wondering what to do next when Yang had started her balancing act.

Yang righted her chair and sat back down while rubbing the back of her head. "Owwwww."

Weiss frowned at the brawler before sighing. "Well what should we do? Or is Yang our entertainment for the evening?" Weiss added the second part with a derisive glance to the brawler who in turn stuck her tongue out.

"What do you normally do on the weekends?" Penny asked.

"Well Saturday is always team day, we do something together, Sunday we all do whatever we want together or separate." Ruby explained wiping a tear from her eye after laughing. "And I think we're the only ones without plans for tomorrow, right?"

"Blake and I are going to see an orchestra tomorrow." Weiss confirmed as the faunus in question nodded.

"Snooooore." Yang teased.

Weiss opened her mouth about to retort when Blake put a hand on her shoulder with a placating look on her face, Weiss just sighed rolling her eyes.

"What are you doing Yang?" Ruby asked trying to change the subject.

"I'm going to see if Junior has any job openings." The brawler replied leaning back and putting her feet on the table as she placed her hands behind her head.

"At his club? Are you sure Yang? Didn't you like beat up him and his men?" Ruby questioned a very confused twist on her face.

Yang shrugged. "If he's got an opening he's got an opening, if he doesn't he doesn't, just figured I'd ask because I could use the money."

"Whatever you say Yang, anyway what should we do tomorrow Penny?" The red girl asked a small smile on her face as she looked to the robotic girl.

"Well gosh I don't know… I've never had time to just… go out and do things." She thought for a few more moments. "I guess I'll just do whatever you want to do."

"I hope you know what you're getting yourself into Penny." Yang warned a smirk on her face.

Ruby just pouted indignantly.

A soft bell chimed signaling their entrance to the weapon shop.

"I didn't say they were wrong, I just said it wasn't the only thing I wanted to do." Ruby defended as she entered the store with Penny in tow.

"Well I don't mind, I like weapons and mechanical things too." Penny replied with half a smile.

"Which is why I was excited because no one else ever wants to go with me!" The scythe wielder replied happily.

They began walking through the store examining the wide array of weapons, ammunition, parts, and tools.

Ruby picked up a brush for cleaning rifle bores. "So Penny how exactly does your weapon work?"

"The Pale Marionetta?" Penny asked turning to Ruby.

"That's what you named them? Cool, but yeah, is it your semblance that lets you control them?"

"No I control them directly, they have special control modules within them, so I can only affect my own swords." The robotic girl explained.

"So what is your semblance then?"

"Well it's unique to me for certain; I can break down materials and reassemble them into other mechanical things and electronics." Penny replied examining a whet stone.

Ruby screwed her face up in thought. "Wouldn't you be able to repair yourself then?"

Penny frowned. "I can but my semblance is… rather limited, I can only break apart and re-make things while 'sleeping' and it is a slow process, while I could use it to repair myself, I would rather use the time to make upgrades."

"Huh, have you made any upgrades since you've joined us?" Ruby asked giving the robotic girl her full attention.

"Yes! I recently added many more motors and servos to my face, so that I can produce a much wider array of expressions!" Penny accented this by screwing her face up and making several silly faces.

Ruby giggled. "I thought your smiles looked different."

Penny felt a little surge of feelings well up within her, Ruby had noticed her smiles…

"That's amazing that you can do that Penny." Ruby gushed as they moved around the shop drawing the robot from her reverie.

"You think so?" Penny rubbed the back of her neck.

"Yeah, I wish I could upgrade my body when I slept, sometimes I think you've got it made being all mechanical."

"I don't know, your body will heal all on its own, I need someone else to fix me."

"Just another reason to make friends right?" Ruby smiled, and Penny found her self returning the smile before she knew it.

After leaving the weapons shop together the pair decided to just walk around Vale for a while.

"Ruby can I ask you something?" Penny asked after a short while, her brow furrowed in thought.

"Of course Penny what's up?" Ruby chirped looking at the synthetic girl out of the corner of her grey eyes.

"Why do you listen to music?" She asked turning to look at Ruby.

Ruby opened her mouth before closing it after a moment, thinking for a few more beats. "Well… I guess because of how it makes me feel."

"How it makes you feel?" Penny asked sounding even more lost.

"Yeah, when I listen to a song it makes me feel something depending on the song and how I was feeling before, sometimes it makes me want to get up and run, and others it makes me want to lie down and sleep, happy, sad, calm, excited music makes me feel." Ruby tried to explain gesturing unhelpfully with her hands.

Penny frowned looking down as she thought. "I'm not sure I understand."

Ruby chewed on her lower lip. "Well I'm not sure it is something I can explain to you, I think maybe you'll just have to figure it out yourself, after all no one can tell you what kind of music you like."

Penny nodded. "I think I'll need some headphones then."

Ruby smiled as they continued walking in search of a music shop.

The sun was high in the sky and bearing down in its unrelenting fury as team RWBY trained.

Penny stood with Crescent Rose in hand faced off against Blake wielding Myrtenaster.

"Why are we fighting with each other's weapons?" Penny asked slightly confused as Blake twirled Myrtenaster around with some familiarity.

"You never know what could happen in combat, you might lose your weapon, you might end up with someone else's weapon, so we train using each other's weapons so that we can adapt if we end up without our own weapons for whatever reason." Ruby explained from the side of the practice arena.

Penny nodded readying Crescent Rose against Blake.

Blake charged feinting at the last moment having a shadow clone take her place as Penny swung, quickly having to bring the handle up to block Blake's next attack, as they danced a flurry of quick stabs from Myrtenaster as Penny blocked using Rose's handle.

"Myrtenaster is a difficult weapon to wield if you aren't Weiss because it's secondary function becomes useless without the ability to cast glyphs, but Crescent Rose is no less difficult, a scythe takes a lot of strength and speed to use effectively especially against something light and quick, such as Myrtenaster." The leader explained with her arms crossed as she carefully observed the combatants.

Penny swung Crescent overhead embedding the blade in the ground where Blake had been just moments before; she jumped sliding her body along the handle as Myrtenaster cut through the air mere inches above her. She grabbed the trigger and fired as she slid her body around the handle again using the shot to power her hip-check to send Blake flailing through the air.

"She knows some of your moves Sis." Yang said from her position behind Ruby, a wet towel over her head trying to keep off the heat.

"She's also adding her own moves, I'm not… sturdy… enough to hip-check someone like that." Ruby replied watching closely.

Blake eventually lost to Penny, the robotic girl using Crescent Rose's weight combined with her own strength to crush through Blake's guard. Penny helped Blake back up smiling good-naturedly, as they walked back over to the side of the training field.

"That was a good fight, especially for your fist time with Crescent Rose." Ruby commented. "And Blake you did well considering Penny's natural advantages."

Blake just nodded appreciatively sitting down tiredly next to Weiss, who in turn plopped a cool towel over the faunus's head.

"Well it's not a great day for training." Ruby mumbled examining her overheated team. "Hmmm Penny you want to go for one more round before we call it a day?"

"Sure!" The synthetic girl chirped smiling.

Ruby rubbed her chin in thought. "Alright Penny with Gambol Shroud, against Weiss with Ember Cecilia."

Weiss reached into the dugout pulling the aforementioned weapons out and handing Gambol to Penny while she slipped on Yang's bracers.

Stepping back out into the practice ring Penny un-sheathed Gambol Shroud testing its weight before settling into a ready stance. Weiss rolled her neck nocking the bracers together as they extended into their combat form, before settling back actioning the bracers with ease.

"Weiss is surprisingly good with Ember Cecilia, something to do with her dancers grace and fencers precision." Ruby commented as the two squared off. "Fight!"

Penny charged forward swinging the heavier sheath blade as Weiss dodged, Penny swung into another assault using both blades in tandem as Weiss dodged or deflected the blows away with the heavy bracers easily keeping step with Penny's double bladed assault.

"Weiss doesn't have the raw power to charge through peoples attacks like Yang does, but if you make even the slightest mistake Weiss will make you pay for it, but then again Penny never gets tired." Ruby observed out loud filling her role as team leader.

Penny thrust her arm out stabbing, Weiss spun around the side of the attack pushing Penny's hand away as she came side to side firing the bracer smashed her elbow back into Penny's face interrupting her assault as Weiss spun punching again with a shotgun blast to Penny's stomach and then another punch knocking Penny back.

Ruby watched on her scroll as Penny's aura took three large hits not quite going into the red but getting close.

Penny pulled herself back up just as Weiss was charging her, suddenly falling down to one knee and grimacing. Weiss turned in her charge awkwardly rolling to the side to avoid slamming into Penny.

"Penny?!" Ruby jogged over to the downed girl, glancing up to Weiss who nodded back that she was fine.

Penny let out a short laugh. "I'm overheating, stupid fans."

"Can you make it back to the dorms?" Ruby questioned crouched down next to her.

"With a little help." Penny nodded as Ruby pulled her up, one arm around her shoulders supporting the robotic girl.

"Alright that's plenty for today, can you guys clean up while I get Penny back?" The leader asked receiving quick nods as she helped Penny off the field.

"You overheated?" Ruby asked as they slowly limped away.

"Yes, I don't get tired but all my electronics and motors and things produce a lot of heat, sadly the fans I have aren't very effective, I think one of my servos melted." Penny grunted leaning on the smaller girl.

"Huh, guess we've all got problems with the heat." Ruby joked lightly.

"Yeah, but it's a big problem for me, that's what causes a lot of my mechanical problems, things getting hot and getting brittle or warped." Penny frowned eyes downcast.

Ruby sighed not knowing how to help the synthetic girl. "I'm sure you'll think of something Penny, and I'll do whatever I can to help."

"I've tried to think of other ways to keep my systems cool, but liquid cooling would add weight and could damage my systems if it leaked, and the fans produce their own heat just from running their motors, I don't know what to do about it Ruby."

Ruby was silent for a long moment. "Well, maybe you're looking at things wrong."

Penny looked up her green eyes full of questions.

"You're looking for a mechanical solution, but you aren't just a machine maybe something more… organic? Would help." Ruby offered.

Penny looked away eyes downcast as they hobbled back to the dorm.

"Penny you need to hold still!"

"It feels weird!"

"You'll feel better when I'm done."

"You two do realize how weird that sounds right?" Yang spoke up from her position sitting against Blake's bed.

Blake and Weiss were both on Blake's bed sitting facing each other as they lay back reading, both peered an eye over to the struggling girls.

Penny was lying face down on Weiss's bed her back open as Ruby straddled her throwing her entire weight onto a wrench emerging from within Penny, Ruby's face turned a bright red as she stammered out. "S-shut up Yang you perv!"

The wrench decided at that point Ruby had finally won the fight releasing all at once spilling Ruby forward on top of Penny as a high pitched hiss followed. Ruby found her face in the crook of Penny's neck inches away from the synthetic girl's face who was wearing a very content looking smile matched by her half lidded eyes.

"You're right Ruby that did feel good." Penny mumbled.

"Wow Rubes at least take her on a date first." Yang smirked throwing her head back with a laugh… looking back just in time to see Ruby's wrench become a projectile.

PTANG!

The wrench clanged to the floor after loudly colliding with Yang's forehead, its target slumping over hands clasped over her face.

"Owwwwwwwww!"

Ruby huffed crossing her arms over her chest as she tried to calm the raging blush burning across her cheeks.

Penny decided to stay silent just looking back over her shoulder at Ruby who was still straddling her back. She knew what Yang was implying, being around Yang for a few weeks she had learned a great many things, including what the brawler had meant when Penny first arrived at Beacon. What Penny didn't know was how she felt about Ruby. They were friends; certainly Ruby had been her first real friend, but now? Now they were something closer, Ruby was her mechanic something very important to the robotic girl. But Penny knew that wasn't a… normal relationship she didn't know where it fell on the spectrum of human or faunus relations. She trusted Ruby certainly, she wanted to protect her if she could, wanted to be around her if at all possible she was happy when she was with Ruby, but she was still… not a real girl, she didn't know where the line between friends and lovers lie. She had asked herself that more frequently, did she love Ruby? Could she love Ruby? Could Ruby lover her?

Team RWBY treated her like anyone else, like any other person, but even so Penny was still synthetic, still a machine, could she honestly say she even knew what love was? The feelings that roiled within her still confused her, the mix of her aura and mechanical parts trying to come together and clashing due to their difference. It wouldn't be the first time Penny had wondered if she would ever figure it out, or if she was missing some crucial organic element, destined to forever be plagued by feelings she didn't quite understand simply because she was metal and circuits rather than squishy guts.

"Ok Penny how does that feel?"

Ruby's question brought her back to the present; she pushed herself up as Ruby got off of her, the missing contact making her regret moving a little. She moved around making sure all her joints and motors were working, they were, they always were after Ruby was done with her.

"Sensational." She replied with a smile.

Ruby responded with a crooked smile of her own.

"Alright if you two are done can I have my bed back, I would like to use it." Weiss said good naturedly, standing with her hands on her hips.

"Of course Weiss sorry." Ruby replied getting off the bed and climbing up into her own.

Weiss didn't respond but Penny saw her slight smile as she climbed into her own hammock for the night.

Penny laid back and relaxed as she began transferring into her resting state, slowly powering down non-essential things as she retreated into her own mind. She could remember when she had just been a computer program, remembered going into her sleep mode just meant new data stopped coming in from her sensors, temperatures, pressure, friction, stopped coming in and she analyzed and stored the data she had collected. She also remembered the first time she had slept after she had an aura, how her semblance had surrounded her, changed her, it wasn't a cutoff of data but a lifting of her awareness to a different place, a place where she was alone with her thoughts, not data but thoughts, real sentient thinking not the dull machinations of a computer the real curious and wondering thoughts of a sentient being. After that she couldn't leave her body, before she had been able to go from her body to any number of computers, but after that first night with her aura she had never been able to leave. It had scared her at first, she was more… vulnerable now with no way of escaping her body should it become damaged, it had taken her a little while before she realized that was mortality, something that every human and faunus had to grapple with. She had long ago accepted that as part of being sentient, and now… she wouldn't want to leave her body, it was hers, a creation that she improved every night with her semblance and took care to keep running, it wasn't some suit of armor or prosthetic, it was her body.

It had taken her longer and longer to organize her thoughts every night, when she had first arrived she might have spent half the night awake because she had analyzed and stored everything she had learned, but now she would get up in the morning with her team mates some questions still unanswered. Usually something to do with Ruby, thoughts of the cloaked girl flitted through her mind leaving rose petals wherever they went. The girl was an enigma that she could not leave alone, so many questions surrounded her, what do I feel for her? What does she feel for me? What should I do about my feelings? Who can answer my questions? Tonight was no different as images of her played through her head, small smiles and laughter, her serious attention during training, snippets of conversation.

You're looking for a mechanical solution, but you aren't just a machine maybe something more… organic? Would help.

Ruby had told her that two days ago after she had overheated during training trying to help her with a solution to her problem. She hadn't thought much of it at the time, how could she as a machine use something more organic? But now thinking of it again maybe she was thinking of it to literally…

The sun was high in the sky bombarding the parched earth of the training field with its fiery gaze once again.

"I don't understand what people find so appealing about the summer." Weiss moaned from where she lay next to Blake in the shade.

Ruby gave her half a smile as she turned back to Yang and Penny as they sparred. Penny was a good partner for Yang because she was the only one that stood up to her in terms of raw strength, but Ruby was watching them carefully. Yang may be fire incarnate but that didn't exempt her from getting heatstroke, nor was Penny exempt from the heat either, her delicate electronics and mechanical parts bending and warping under the heat.

Today they were just straight hand to hand, a flurry of punches, kicks, jabs, and blocks as they danced around one another before separating. Both breathing hard as sweat rolled down Yang's face.

"Alright I think that's enough for today." Ruby called as both dropped their guard.

Yang sighed deeply and fell back into the grass.

Penny stood breathing heavily as well… wait.

"Penny… are you… breathing?" Ruby asked staring as the robotic girl's chest slowly rose and fell.

Penny smiled wide. "Yes, yes I am."

A/N: Well there it is, I'd love to hear your thoughts and critiques if you'd care to share them.

And of course until next time, thank you for reading.

-Jknight