Disclaimer I do not own RWBY

Pre-Chapter Note: This is the finalized version of the chapter. As if always in the worst timing Yokai sent back the chapter a few minutes after I uploaded the unedited version. So yeah. . . I added a few things to the chapter and I'd suggest giving it another read, it flows way better now than before(which was Yokai's main complaint and I agreed completely once it was pointed out). Well everyone who withheld their reviews for the final version, here you go! and give me your thoughts!

Chapter 12

Ruby walked along the halls of the academy. The white noise of the other students heading to their respective classes almost drowning out the little tune that she hummed as she walked. It was one of those rare classes where she wasn't classmates with any of her teammates or her friends from team JNPR.

Deftly walking between and around the other students, almost like a game as she made her way to the classroom.

After a few minutes she finally made it to the room and found her usual spot near the front row unoccupied. Hopping over the table and she landed right into the seat, bouncing slightly pulling out her. . . wait a minute.

Where's her notebook?!

Her eyes widened as she began to panic. How was she going to half listen and daydream while Prof. Peach gave her lecture? Ruby frantically began to pat her body, feeling around her pockets, looking on the inside of her cloak. But despite all her efforts and triple checking everywhere, her notebook was nowhere to be found.

Just as she was ready to resign herself to having to actually fully pay attention in class for the third day in a row, she suddenly thought back, realizing that she had accidentally left it back in her previous class. She took a quick glance at her watch and saw that she had approximately three minutes and forty two seconds before Prof. Peach arrives. If she hurries she can probably make it in time.

Leaping out of her seat and vaulting over the table and rushed out of the room.

"Aah!"

Only to bump face first into someone at the door in an explosion of rose petals.

The whole room spun as stars and dancing grimm flashed across her eyes. It took her a moment to recover, shaking her head clear of both stars and grimm. Once her vision cleared she finally saw just who it was she had knocked into.

"Oh my gosh! I'm so sorry, Myrtenaster!" panicked Ruby.

Myrtenaster also sat on the ground at the doorway rubbing her head. "It's fine Ruby." she mumbled.

"I' 'tlookingbecauseI'minahurryand–" babbled Ruby franticly waving her arms in front of her, until Myrtenaster placed a finger on her lips, effectively shushing Ruby.

"Ruby, I said it's fine." said Myrtenaster once more in a gentle voice.

Myrtenaster slowly got to her feet, with Ruby still slightly shellshocked that she had literally ran into Myrtenaster looking apologetic. She then dusted herself off and kneeled down on one knee giving Ruby a once over. Eyeing the bright red mark on her forehead.

"I should be the one saying sorry." said Myrtenaster, "Are you okay?" she asked, brushing Ruby's bangs aside to get a better look as she traced her thumb over the red patch of skin.

The moment Myrtenaster touched Ruby, her forehead wasn't the only thing that was bright red.

"Oh yeah! I'm fine. Totally fine. Yessiree. Completely fine. Takes a lot more than that to take me down ahehe. . ." said Ruby, chuckling nervously as she pulled back slightly.

"If you're sure." said Myrtenaster, and she stood up as she extended a hand towards Ruby.

"Thanks" mumbled Ruby, accepting the hand. Without missing a beat Myrtenaster took hold of her hand and pulled her up to her feet with surprising strength for her size. But the sudden movement caught Ruby off guard causing her to trip over her own feet, making her lean into Myrtenaster and have to grab onto her shoulders for support.

It took Ruby a moment to realize how close their bodies were, her face heating up even more that she wouldn't be surprised if steam started to blow out of her ears and collar. Looking at Myrtenaster's face she saw that her eyes her a light pink and she had that gentle smile that she usually wore around Ruby.

Ruby quickly took a few steps back mumbling another "Thanks." towards Myrtenaster.

"My pleasure, Ruby." replied Myrtenaster.

After shifting from one foot to the other Ruby asked, "So what're you doing here?"

"Oh!" exclaimed Myrtenaster, "I almost forgot." she said, reaching into her coat she produced Ruby's forgotten notebook. "I noticed that you had forgotten this in your previous class so I thought that I'd bring it to you."

"Ah." sounded Ruby, accepting the notebook with both hands, forgetting her embarrassment for the moment as she smiled brightly at Myrtenaster in appreciation, "Thanks so much! I was just about to rush back to get it before class started."

"Ahem." cleared someone's throat, surprising both Ruby and Myrtenaster. "Speaking of class about to start, would you two young ladies mind not blocking the doorway."

They saw Prof. Peach standing behind them looking somewhat bemused at the pair.

"Prof. Peach!" exclaimed Ruby, "I'm so sorry we didn't notice you. She was just bringing me my notebook and we didn't realize that you were there."

"It's alright, Miss Rose." said Peach kindly, "I had only just arrived, no harm done." Ruby looked down at the floor ashamedly as they both stepped aside to let Peach in. "It'll take me a few minutes to get set up. So please finish up soon and return to your seat Miss Rose."

"Yes Prof. Peach." replied Ruby, she then turned to face Myrtenaster. "So uh. . . Thanks. . . again." Ruby let out a halfhearted chuckle, "I always seem to be thanking you one time or another."

"Don't worry about it, Ruby. Like I said, it's my pleasure." replied Myrtenaster sincerely. "Would you like me to keep you company in class?" she asked.

"You don't have to, I'm fine." answered Ruby, "I'm sure that Weiss probably needs you more than me."

"Mistress normally insists that I don't chaperone her around campus, but duty demands that I stay nearby. Though with you as her partner that places you on the same status as my Mistress so whenever I am not with her I would be with you." explained Myrtenaster.

"Well, I mean if it's okay with you. . . then I don't mind." said Ruby shyly.

Myrtenaster put a hand to her chest and bowed deeply. "I would be greatly honored to keep you company in class." said Myrtenaster.

Ruby quickly glanced around embarrassedly looking to see if anyone was staring, letting out a sigh as no one noticed them.

"W-well let's get to our seats." stuttered Ruby.

"Lead the way." said Myrtenaster.

They both made their way to their seats, just as Peach finished her preparations and began her discussion.

Ruby gave Myrtenaster a sideways glance. She noticed that she sat in a similar way to Weiss with her back straight and face forward, all her attention paid towards the lecture. Yet it was somewhat different, there was a ease along her shoulders that made her looked relaxed despite her rigid stature.

Ruby herself couldn't help but ease into her seat as well, clutching her notebook tightly against her chest as if she were trying her best to hide the fluttering in her chest.

This is going to be a long class. . . thought Ruby.

X

Unbeknownst to the pair, in fact the entire class, a pink bow creeped its way up the windowsill.

The bow by itself would have raised several eyebrows, but it was the head of orange hair and bright green eyes that followed that made this bow a subject of interest.

Penny's eyes scanned the room searching for a particular head of red hair. She spotted it somewhere in the middle or of chairs, sitting next to someone with grey hair that she had seen before in the mess hall.

She had been following Ruby for the past few hours, the past few days actually, she couldn't stop thinking about what had happened on that day when Ruby had helped her out with her problem.

Every time she would close her eyes she immediately saw Ruby's smiling face and right after she would feel that unusual warmth in her chest. It was then when she decided to find out what it meant.

Step one, find the source of the cause. Simple, the cause was Ruby.

Step two, observe the cause and collect data.

Penny was currently on step two.

She had left her quarters early in the morning to get a head start and fly to Beacon in time before Ruby left her dorm room. She arrived just as the sun had begun to rise, and following the path Ruby had taken her she eventually found the window to Ruby's room. Using her swords she was able to climb to the roof of the building. Stabbing two of them to the floor Penny walked to the edge of the roof and like a spider rappelled upside down to peer through the window and into Team RWBY's room.

Penny could see the other members of Ruby's team, but was somewhat disappointed when she couldn't see the girl herself with her tent of sheets covering her bunk. Penny hung there for several minute patiently waiting for Ruby to wake up and appear, but she didn't have to wait very long when a scream pierced the early morning air and the entirety of Team RWBY jolted awake and jumped out of their beds. Penny quickly retracted her wires to put herself out of view in the window. She could hear the scuffle of feet running and the sound of a door crashing open.

With her augmented hearing Penny could hear the entire conversation that took place in the adjacent room. After some time she watched them head back into their own room, but this time Ruby was accompanied by some new person. This person was clinging onto Ruby and the sight sent a new sensation in Penny's chest. It was as if there was this unidentifiable pressure, squeezing her core. There was also this strange heat in her chest, not the same as the warmth she experienced when she was with Ruby, but a scorching heat flared violently. It made her almost want to jump into the room and push this new person away from Ruby.

But she couldn't, she needed to keep distance and continue to only observe to gather more data.

And observe she did, for the next few days she followed Ruby and watched her in the distance. But the longer she observed the more she didn't understand. There was no logical pattern to what Ruby did or did not do that elicited a response from her.

She had always been encouraged to find the answers to anything she didn't understand herself, but if she couldn't figure it out no matter what she tried then there was always someone whom she could ask.

And he had all the answers she would need.

A somewhat elderly man sat across a computer, his fingers flying across the keys typing furiously. The room was dark and the only light source came from the computer in front of the man, a mug of steaming tea sat nearby. Even in the darkness, the silhouette of several robotic parts strewn across tables could be made out.

From what could be seen his hair was pure white and he was already starting to grow bald, and though the light emanating from the screen hid his true skin tone, one could easily assume that it was a dark tan.

The man continued to type until a ringing noise sounded from the computer and a flashing telephone icon flashed across the screen. His fingers stopped typing immediately and he tapped the screen with a finger.

"Penny, my dear! How are you?" greeted the man cheerily as an image of a orange haired girl with bright green eyes and freckles across her face.

"Good evening, Father. I hope that I didn't disturb you." greeted Penny in return.

"Nonsense my dear, you know that I always have time for you." said the man Penny called Father.

"I know that my weekly call is in three days, fourteen hours, and thirty-seven minutes but I have. . . questions." said Penny.

"Don't you worry my dear, while I was a bit surprised by your sudden call, it was still a pleasant surprise." reassured Father, "You said that you have questions? Is something wrong?" he inquired, concern coloring his voice.

"It is. . .difficult to say." said Penny hesitantly, as she shifted on her seat.

"It's alright my dear, take your time and think it over." said Father, "Maybe you should start at the beginning?" he suggested helpfully.

Penny sat silently for a few moments, seemingly trying to get her thoughts in order looking away from the camera.

"Well. . ." began Penny, "I've told you about my friend Ruby before, haven't I Father?" she asked.

A warm smile creeped on Father's face. "Of course you have Penny. She is your very first friend, am I correct?" he responded as he relaxed in relief. He had thought that it had been something serious, but whenever Penny brought up the topic of the Rose girl she would go on and on for hours if given the opportunity. Rose was the first person to ever acknowledge Penny as her friend. It warmed his heart to hear Penny talk so animatedly about someone she genuinely cared about.

"If it has something to do with Ruby, then I'm sure. . ." he paused, thinking it over once more in his head, if the Rose girl was the source Penny's sudden discomfort then this might be a more complicated a problem than he had initially thought. "I'm sure that it can be easily resolved." continued Father. "Did the two of you have a fight?"

Penny shook her head her short orange hair bouncing with the movement. "Ruby and I have never combated each other, Father." replied Penny confusedly.

"I'm sorry, Penny, my mistake. What I had mean was did the two of you have an argument? A disagreement perhaps?" clarified Father, though he couldn't imagine Penny ever arguing with the Rose girl, not with how Penny had described her.

"Oh, no!" exclaimed Penny, shaking her head wildly enough for her bow to wave back and forth, "Nothing like that happened!" as she waved her hands in front of herself exaggeratedly.

"Then what's the problem, my dear?" Father asked.

"It is just that. . . I have been feeling. . . strange. . . the past few days." said Penny.

"Feeling strange?" repeated Father. "Have you ran diagnostics on yourself?" he asked worriedly, But what does this have to do with the Rose girl? he thought.

Penny nodded, "I have, Father, several times. All parameters and systems are within acceptable ranges."

This was definitely strange, while Penny's ability to do self-diagnostics were sufficient most of the time, there may be something it has missed. Unfortunately he couldn't just have Penny return to his laboratory for a more thorough examination, the General would have a fit.

"Could you describe exactly these 'strange feelings' that you have been experiencing?" asked Father.

"Well it feels like there is a strange fluttering inside my chest and that it feels very warm." explained Penny

Father crossed his arms and closed his eyes, nodding. "Yes, yes. Go on."

"It also feels like there is something jumping around inside my abdomen flopping around like a fish out of water." continued Penny.

Nodding once more, Father asked, "Anything else?" trying to think of anything that would explain these strange sensations Penny felt.

"And these sensations happen whenever I'm with Ruby. That's why I mentioned her to you before." she added.

With this last bit of information, Father's eyes widened in shock as he connected all the dots together. He jumped in his chair slightly making the chair lean back and lose his balance.

"Father? Is something wrong? Are you all right?" asked Penny worriedly at his actions.

After taking a moment to regain as much composure as he could muster. "I'm fine, Penny. *hiccup!* I just remembered that I *hicc!* have a meeting in a few minutes and I have to go right away. *hiccup!*"

"Oh. . ." said Penny looking down disappointedly, "I understand, Father. But before you go what will I do about these strange sensations?"

"Oh! Uhhh. . . Yes! That. Ask the General, he can explain everything and answer any questions that you have." replied Father as quickly as he could.

Penny's eyes brightened immediately, "I'll go ask him right away! Take care at your meeting, Father! Farewell!" said Penny and her image on the screen quickly disappeared, replaced by a window which said "Video Call Ended".

Father slumped into his chair tiredly. This was beyond his greatest expectations. He had thought he was ready to take his role as Penny's father when she had been first activated.

But this. . .

This was something he hadn't been and most likely never will be ready for.

I just hope the General won't kill me when he comes back. Father thought.

X

On the other side of the world Penny spun in her swivel chair and immediately set out in search of the General opening her door and stepped out.

Penny hummed to herself as she walked down the hallway, almost skipping as she made her way to Gen. Ironwood's temporary office.

Giving a wave towards the pair of soldiers standing ready at the door with a wiggle of fingers.

"Salutations!" she greeted. "Is Mr. Ironwood in today?" she asked.

"Yes he is, Ms. Penny, but–" answered the Red Soldier and was cut off by the girl in question.

"Thank you!" said Penny and ignoring what the soldier was about to say she gave the door a quick knock and went inside.

Red Soldier gave a sigh, "No matter how many times I meet her, I can never get used to it. She's always an odd one." he said to Blue Soldier.

"Yeah tell me about it." replied Blue Soldier as they both let out heavy sighs.

Inside the office Penny found Ironwood at his desk, but he wasn't alone in the office. Winter Schnee stood across from him and seemed to be giving a report.

"Salutations Mr. Ironwood! Special Operative Schnee!" greeted Penny cheerfully, clicking her heels together and presenting a textbook salute at the pair.

Ironwood looked up from the report in his hands, "At ease, Penny. May I ask why are you here?" he asked.

To anyone else who would barge into his office unannounced they would receive a firm reprimand, but Penny was always a special case, thus had special privileges.

Penny relaxed her stance and put down her hand. "There is. . ." began Penny, "something that I do not understand."

Ironwood set down the report he had been reading and leaned over his desk, lacing his fingers together and resting his head on them. This was not a uncommon occurrence, Penny would normally seek out the General if her "Father" was busy dealing with other projects for the Atlas Military, or if it was something her Father couldn't explain to her well enough. Which made things a bit awkward at first, if Penny wasn't in the laboratory performing tests, or being with her Father, she would normally be seen with Ironwood. Though he had considered her a nuisance at first he eventually found her presence endearing, and as time passed the two of them grew close, kind of like an uncle. He could remember somewhat almost fondly the way she would ask about everything around her, her sweet innocence contrasted greatly against the raw power of destruction that lied within her. Though it had been quite a long time since she had last asked him to explain something that she did not understand.

"Oh? Have you asked the Professor about it?" he asked, a small smile on his face at the almost nostalgic feeling of the familiar question rolling off his tongue.

"I did, but he said that you would be able to explain it better." answered Penny.

"Ah, is that so?" said Ironwood. "Then, what is your question?" he asked.

"Well I've been feeling these strange sensations recently, and I was hoping you could explain to me what it means." said Penny.

Ironwood raised an eyebrow. Strange sensations? If this were a mechanical problem then the Professor would know all about it, but if it was something else then he'd hear her out. "Care to expand on these 'strange sensations', Penny?"

"Well it feels like there is a strange fluttering in my chest and I get very nervous, my knees are shaking and I also feel like there is something jumping inside of my abd– I mean stomach." explained Penny, placing a hand on where her stomach should be. "Do you know what it could mean?" she asked.

Ironwood's eyes widened at Penny's description. No one in the world wouldn't be able to understand what Penny had described meant.

Damn it, Professor. Tossing such an awkward topic at me. He thought.

Ironwood cleared his throat and spoke in a level voice, "I believe I know what you're experiencing."

Penny immediately reacted to his words, tucking her fists under her chin in a cutely manner. "Really, Mr. Ironwood?!" she exclaimed.

"Yes, really." replied Ironwood standing up from his desk. "Though it's a subject that I'm not entirely familiar with," Not precisely a lie, but not entirely the truth either. He walked towards Winter, "But I am quite sure that Ms. Schnee here has quite extensive experience on the subject." placing a hand on her shoulder.

"Sir?!" questioned Winter loudly in surprise.

"Now if you will excuse me." said Ironwood walking past Penny and placed a hand on the doorknob. "I just remembered that I have a meeting with Ozpin." he said as he opened the door.

"But Sir! What about my report?" asked Winter, her eyes trained on the young orange haired girl as if she were a Goliath.

Without missing a beat, Ironwood replied, "I will take a look at it once I return, Ms. Schnee." Then said to Penny, "Penny, you can ask Winter anything about what you're feeling, I can assure you that she has all the answers you're looking for." he faced Winter once again, "Answer any questions that Penny may have, Schnee, that's an order." as he finished saying this Ironwood stepped out of the room.

The sound of the door clicking closed echoed loudly in the room to Winter's ears as she stared at the shut door. Then her eyes slowly turned to see that Penny had stepped closer to her, eyes bright with expectation, noticeably invading her personal space. She had seen the young girl here and there around the Atlas Base and at the General's side, but this was the first time she ever had extended contact with the girl, let alone a conversation, even more so with such an awkward topic!

"That's odd, everyone seems to have sudden meetings today." commented Penny when Ironwood left.

I wish I had my own sudden meeting as well! mentally screamed Winter, but unfortunately her schedule was empty for the rest of the day.

Winter Schnee, with her entire Huntress career in the Atlas Military never felt more cornered as she did right now. She took a step back from the younger girl, her eyes darting around the room trying to find a way to get out of this situation. She may have held her General in high regard and had great respect to the man who spent many years of service for his Kingdom. But at this precise moment in time, he was currently the second person in Remnant that she hated the most for running out on her and leaving her in this situation.

"Ms. Schnee, please, explain what's happening to me." said Penny sweetly.

Winter felt as if a stone was dropped deep within her gut.

Grimm? Easy.

Criminals? Trivial.

Insubordinate soldiers? Ha! Not even worth of note.

Infuriating Superiors? Been there, done that.

That Man?. . . Somewhat. . . difficult, but still manageable.

A little girl asking her for answers regarding what Winter suspected it was? Impossible.

Penny tilted her head to one side confusedly, like a puppy. "Ms. Schnee, are you alright?" she asked.

On the outside, Winter looked calm and collected, but on the inside was a completely different matter. What the hell did the General mean she has extensive experience? Being a Special Operative does not leave time for developing relationships! The General probably has more experience than she did, it's no secret in the ranks that the General was quite the playboy back in his youth.

"I'm fine, Penny." replied Winter.

"So, could you tell me what this means?" asked Penny, placing both hands on her chest, right over her heart.

Curse you, General! thought Winter.

There's no way she can explain something like this to the girl. In fact the only "experience" she's ever had were what she's read from her books. . . that she borrowed from her coworkers. Yes, coworkers, definitely from her coworkers. Not that she has a collection in her closet, nope.

But those books had to be accurate to some degree, right? There's no way that any of those books wouldn't be as relatable if they weren't based on some facts at the very least, right? Book theory was always the foundation when it came to certain topics, perhaps this one would be one of those subjects.

"Penny, these sensations you've been experiencing, you say that it feels like there's a fluttering inside your chest and that as if your stomach is jumping around. Am I correct?"

Penny nodded vigorously as she leaned forward in rapt attention.

By this point Winter's own heart was drumming inside her chest. Her nerves were starting to get to her. She'd better just answer all of Penny's questions as quickly as possible so she could leave.

"Do you–

A gentle breeze blew across the courtyard carrying leaves in its wake.

A lone figure sat on top of one of the pillars, eyes closed as she enjoyed the cool breeze.

Her ears twitched slightly as she listened to the calming sound of the rustle of the leaves and grass.

She enjoyed quiet nights like these, they reminded her of her early life deep in the forests.

She took a deep breath savoring the crisp night air.

Looking up she could see the bright moon, half shattered, but the light was more that enough to illuminate her.

It was a gorgeous sight.

Even the stars were clearly visible and her tail couldn't help but sway back and forth contentedly in the silence.

It was such a beautiful night, but a cold, silent and lonely one. . . like every other night.

"It's really beautiful out here." said a voice.

And the silence was shattered.

Author's note: Hey everyone! Sorry for the late update, school and my extracurricular activities have been keeping me busy so I don't have much time to write over the past semester. Anyway here's chapter 12! I hope you all enjoyed it. Who is this mysterious voice? And who is our mystery girl? Find out next chapter!

Also this is the raw version of the chapter, Yokai hasn't been responding for a few days after I sent it to her and I'm already anxious to get this out soon so I'm posting this(That and I saw a artist inspirational video talking about finishing your work and not aiming for perfection and not finishing anything). I'll switch out the chapter when Yokai gets back. Sorry if it isn't up to par, but I'll get it fixed as soon as possible. And remember

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