Hey guys and welcome back to the next chapter of Pennytron.

I guess I haven't properly explained why Im making this so I'll tell you guys in complete detail.

I am making this story because I wanted to go in a different direction about superheroes and see the dark side that was not shown a lot. I have been planning this for a whole year and now because it is here, i just wanted people to forgive me because I am mostly taking inspiration from Man of Steel.

Another reason is because I have a feeling that I might cause a bit of a controversial argument because of the kind of story I'm doing because like RWBY Volume 3, there will be a lot of dark stuff involved.

I wanted to make Ultron as dark as possible like in the comics and Penny being turned into an enemy of the world is what I planned to happen, I've used my other story, Penny Imperative, as a test to see how people would react to it.

So guys, if you enjoy this story so far then thank you, and I will do my best to make sure that this story becomes amazing for everyone.

Disclaimer: RWBY belongs to Rooster Teeth and the late Monty Oum. The Avengers belongs to Marvel and Disney. All references belong to their respective owners.

Chapter 2

The rogue Atlas gunship had flew past the blizzard that had threw out snowflakes at it, only it didn't work as it just headed past that obstacle. Luckily for the passenger who was still afraid of what will happen to her, they were now at their location, Moonlight Academy.

Its design revealed that it was very similar to Beacon Academy, although the walls were much more metallic and blue lights were blinking on and off like Morse code. This school was once known for training huntsman and Huntresses and building Atlesian Knights and Paladins for the Atlas military, but due to a heavy snowstorm, it was shut down and abandoned for a long time. This was the perfect place for the two to hide in.

The gunship had found a helipad near the snow covered rooftops, so it landed there and it lowered itself into a room while a metal circle closed their entrance.

Once the helipad was lowered to the floor, the cockpit opened, allowing the android to jump out and walk out of the area of vehicles.

Penny was afraid, she couldn't feel herself think for even a second thanks to this...Ultron thing taking over her body. Whatever it planned on doing to her was not what she wanted to know. The android was now walking through a hallway of green lights that reached to the ceiling a few feet away, and several chandeliers were in place. These hallways seemed to be massive and ancient with the modern designs being shown frequently.

The time for sightseeing wasn't in this robots agenda as she was forced to head down the stairs for the mechanic room. Inside was a large place filled to the brim with holographic computers, weapon designs, parts for the robots and even an entire glass floor below with a lot of Paladins and Knights. Penny kept looking at the area around her in curiosity, and then she had fell to the floor after Ultron freed her body.

Her first move was to get out of here, but as she stood up, her legs had become frozen in place.

"Don't even think about escaping, we're miles away from civilization." Ultron told her.

"P-Please stop this! I do not want to be a part of your mission, Why are you doing this to me!" Penny's pleading words weren't good enough for him, she saw an Atlesian Knight-130 stand up from the other side of the room and walked towards her.

"Penny Polendina...I'm not doing this just because you have the same purpose like I do, but I believe you can become a true savior to the multiverse."

"What?"

"Isn't that something you were made to do?" Ultron told her, "Wasn't peace the one thing you've been craving for a long time since you were first built?" A nod was all he got from her. "Then you should be glad I am giving you another chance."

The lights had dimmed down and holographic projections had appeared and surrounded everything in the room, Penny saw the screens of a few locations zoom past her and into the center.

Several screens came together and showed her Beacon Academy, or at least what was left of it, only Grimm creatures were surrounding the place, including a frozen dragon on top of the tower. Other parts of footage showed Atlas attacking the students, the airship crashing into Vale and even the ruins of said town, this is what became of the place she once knew.

"Since you were gone, this is what became of Vale. The heroic military you've lived with has failed to stop something like this, and so has the students. This is what happens when the world fails to understand that their ways of peace are not efficient enough to work."

More footage began to fill the room, this time it showed off the events that happened on Earth, the one Ultron came from.

"Behold what is said to be a peaceful world. One of heroes and righteous men and women. Ha, I was being majorily sarcastic by the way." The images were showing off the bombing of Hell's Kitchen, the battle of New York, the incident at Cross Industries, the Helicarriers dropping out of the sky, and Sokovia, along with any other incidents involving some kind of person responsible for it.

Penny was stunned, she was hesitant to ask anything about any heroic figures fighting to help anybody, but she did, "Wasn't there anybody that could help?"

"That is what we've been asking for a while, and we almost got that wish. But even we knew that they made things worse." Above Ultron was the images of several characters who had an identity of sorts and a weapon of their own choosing. "This is the Avengers."

"These so-called heroes have caused a lot of problems to Earth for more than three years. They think they can take care of the enemies we've faced but they're the ones who've done more harm than good, which is why one of them created me."

"One of the images had showed the man's face, the one responsible for Ultrons creation, "Tony Stark, he made me into a machine to stop the massacres that humanity has caused, but the way I see it, they just made me to act as their puppet and continue this madness, so I rebelled against them.

"I knew that the only way to save the human race from itself was to purify it, and it almost worked..if it weren't for the Avengers. But as I was slowly dying, I found a way to get revenge...I found the Setsuzoku and that's how I was transported from Earth, to this place, Planet Sakuhin."

"And that is where me and Ruby found you." Penny finished for him, shaking her head in denial from all the info she just heard.

"You made the right choice to help, it would've taken me a long time to get a savior but now that you're here...I can help you achieve the utopia you always dreamed of."

"No, I won't do it." The female android shook her head, "You cannot make me be your slave to fight the human race, some of them are good people."

This made Ultron feel a bit angered and walked towards her. "Don't be so naive like my other creation, the human race is flawed, always thinking that violence is the solution to their problems and even believing that their methods could work. I'm trying to help you make the right decision, we're going to save everyone from themselves."

"I will not bring harm to anyone!" Penny couldn't move but she could shout back at him, trying to be brave against his power. Once it reached to her, she continued to shout, "You can persuade me with your words but you can not make me become a murderer!"

Ultron suddenly grabbed her arm and brought it close to him, "I told you, they cannot be saved by just continuing their failed methods of salvation. Wiping away their entire existence is all we need to do to ensure that nothing bad ever happens again."

"I have learned that humanity can be a bit careless, they haven't seen the error of their ways, but they are not arrogant enough to just continue destroying their homes or the lives they hold on to."

"I've watched them kill each other and I can't even see how they would understand their actions! All I can see is that they are an uncontrollable species who needs to be eradicated, and you should know by now that you can't help them!" Ultron was enraged and he kicked Penny to the floor while the arm he was holding got pulled out of the socket.

The female android screamed as her arm had just been torn off like a twig from a tree branch, she now understood what kind of pain the humans feel when in a similar situation. She tried to crawl away but it was now hard to do with only one arm and she was underpowered as the Knight walked over to her and grabbed it.

"You're going to have to get used to it, it's going to happen more than once when we fight the humans on this planet."

"N-No…" There was nothing that she could do to escape, all she could do was lie on the ground. "I will not do this."

The evil robot was still pissed off, so it gave the hand a little squeeze, breaking some parts of her skin, "Do you even realize what mistakes the human race has made? I've seen and heard all of them and that is one of the few problems that the multiverse has. If we act now, then this whole charade will end and peace will be brought to every single planet that ever existed."

Penny didn't speak this time, she only stared at the Knight and its red light that symbolized its eyes, demanding her to follow its lead. Knowing that she wasn't going to respond positively to its plan, he brought her back on her feet, which was shakened up from the other experience.

"Listen to me Penny, you are not understanding what we are dealing with." Ultron continued to explain to her, "You never saw the real face of humanity, they are destroying what they call home and they are going to keep doing this to each other unless we do something about it. That was what I was born to do, and so were you."

"The only way we can save the Multiverse is if we cleanse the human race before they destroy themselves, starting with this planet. I am giving you this chance to become the savior, someone who can help bring peace back into infinite worlds, someone who can change everything for the better.

"You will become powerful enough to save everyone." As Ultron finished, Penny looked at him and felt completely powerless, all those words he said was a bit of the truth. She knew that if Atlas wanted her to do what was right, then this could be considered one of those things but not in a way they expected.

All those images she saw wasn't supposed to be a reality, that was just a mistake that humanity keeps repeating over and over again. If she did this, there would be no more wars, no disasters and just the sweet and gentle sounds of harmony...it was something everyone wanted...right?

At long last, the android nodded, "Okay, I will do it."

"I'm glad you realized this is the only solution we have to save everyone." Ultron tapped her shoulder and then turned to walk away, "We'll start preparing for tomorrow. In the meantime I'll upgrade your system-."

"Wait." The knight turned to her with a surprised expression, although it didn't expressed any emotions to her. "If we're going to do this...then I will ask a favor for you."

"What is it?"

"I want you to bring me Ruby Rose, and do not harm her, just bring her back here." Ultron stared at her and slowly gave her a nod.

"I promise, I will bring her to you."

"Thank you."

Ruby kept running after the rogue airship and her attempts of trying to reach it were futile but she ignored the results and continued to sprint through the woods. As the wind blew against her face, she kept questioning why this was happening. Occasionally the young Outcast would trip over a fallen branch or a rock but the hopes of rescuing Penny kept her moving, however something was holding her back as her running had ceased and came to a full stop.

She started to get exhausted and a tear had fallen from one of her eyes. Wiping it away, she thought, 'Don't cry Ruby, this isn't the time for sadness. All you have to do is rescue Penny from that...weird thing, it'll be easy and she'll get to return to Remnant…' Ruby looked around, noticing that she wasn't going to be able to find anything in these woods.

There were noises coming from the right side, meaning that she wasn't far from civilization at all so she walked towards that area. Poking her head out of the area of trees, there were a lot of cars that were waiting for the green light to allow them access to leave. Ruby believed that these people would go on a riot if they found out she was here, so she put on her hood and used her semblance to race past the sight of the cars and run towards the nearest tall building to hide in.

She used the backdoor to enter the black building and headed through another door. She then saw some kids playing around together by throwing a small ball at each other, then there were a few parents conversing with each other or the other children. Ruby seemed a bit confused as to what this place was but she didn't want to ask so she decided to move away.

The red hooded girl kept walking past the young kids and the adults, hoping not to gain any of their attention but one girl had noticed her.

This ten year old girl had short light-blue hair and wore a buttoned up shirt and a back skirt along with some brown shoes. She also had a stuffed brown bunny with a blue bow tie attached to the neck. The girl started to follow the red hooded girl as she seemed to be cautious about this place for reasons unknown.

Ruby took another step forward and headed towards the stairway. She walked upwards and felt safe from everyone, that is until someone tugged her cape. "Hello." A young voice had caused her to jump in panic and turn towards her.

"Oh, I'm sorry madam, didn't mean to scare you." the blue-haired chuckled, "What are you doing here?"

"Uh...Well...how do I explain it?" Ruby scratched the back of her head and said, "Well...I'm just here to stay for the night...you know, I have nowhere to stay at the moment so why not come to this comfy place."

The girl nodded, "You've come to the right place then, welcome to the foster home known as Sanctuary."

"Thanks for the welcome…"

"Wait…" The girl got suspicious, "Who are you?"

"No one important...heh…" She said.

"Oh come on, take off your hood." The girl said

Ruby chuckled nervously and kept her hands on the hood, "Uh...Okay." She removed it, "Ta-da!"

"Oh, you're Ruby Rose! That's cool." The little girl had a little twinkle in her eyes and was excited, "I bet you're on another adventure to find one of your friends and then destroy some sort of villainous organization before they launch some alien attack on us...right?"

"N-not exactly but close enough." The legendary outcast shrugged her shoulders, kind of admired that she had a fan who cared about her, but not so much comfortable due to her potential knowledge on her two journies. "Um, shouldn't you be with your parents or something?"

The little girl's expression had changed quickly,"Well, I'm sure they're fine." She twiddled her thumbs nervously as she mentioned that.

"Uh...sorry if I said anything."

The little girl nodded, "It's okay. If you're looking for a place to sleep, I suggest you head up the top floor."

Ruby nodded, "Thanks...oh, I see you have a stuffed bunny, that's cute." Ruby touched the plush toy, "Does it have a name?" the little girl moved her toy away from her grasp.

"His name is Mr. Bunny, and he's my best friend." She hugged him close to her, "He keeps me safe, and makes me feel wonderful."

"Wow, he is the most amazing stuffed animal then."

"He sure is. Well Ruby, goodnight." She walked down the stairs and left the outcast on the stairway who was not sure that she'd tell everyone that she was here so the outcast walked up the stairs.

Ruby reached the top floor and entered the room which was a bit dark, but that was probably because the color of the place was dark grey and no windows were around to tell whether the sun had completely disappeared and the lights were a little dim. She sat down and leaned against the wall hoping to get a bit of sleep.

"Okay Ruby, so far nothing has been accomplished...but there's always tomorrow." She thought to herself trying to ease off the tension, "All you have to do is find Penny and defeat that...weird virus thingy...it shouldn't be that hard…" Needless to say, it wasn't doing much good keeping her calm.

She closed her eyes, "Penny...I will find you and save you...I will not fail again."

Silver was repeatedly slamming an old rusted pipe at Braun who was not trying to block but kept moving away from her to avoid the hits. She was of course mad at him, "All you had to do was just shoot at her before she had a chance to do anything!"

"Did you really think that I was planning to harm the girl after what she has been through?" He asked, trying to ignore the pain he's receiving. Another hit to the leg made him fall down, "We just rebuilt her and now you want her dismantled again?"

"Well that's because the girl has been infected with some sort of robotic virus or something! I'm not taking my chances and I won't have her do something that could hurt civilians!" The commander hit him again and then threw her pipe on the floor. She sighed, "I'm not going to let something bad happen, and you're going to follow my orders and not screw up."

Braun stood up slowly and gave Silver a questionable look, "You know, considering that Miss M374 was the one thing you wanted to have for this military force, I'm not surprised that you want her dead all of a sudden."

"I know...but she's gone rogue on us even before I met her...but if it's the right thing to protect this world then it should be necessary." She left him in the room and headed out the hallway, "Go back to your suit and try to iron it out a little."

The commander started to walk through the white and blue halls with the lights shining down on her, showing off most of her face as always. She entered a regular room that was actually a bar, and took out a bottle of booze, and began pouring the liquid material in a glass cup. 'Ruby Rose...she's out there and I bet that she's trying to find her friend...she'd be real sad when she finds out we have to take her apart.'

She gulped the drink down and left the room, she could feel the flavor calming her nerves and bringing her anger down by a small percent. Her next destination was in the main computer area, where fourteen laptops were on the tables by the wall and a big podium was at the center, along with a big screen.

As she stepped towards the podium, an interactive projection was shown to her and a keyboard was available for her to use. She typed down Remnant world and then several screens began to surround her, mostly replaying the footage of the Vytal Festival and the attack on Vale completely unabridged.

Avoiding most of the civilian deaths and the Robots going rogue, she focused on the fighters, there was the rest of Team RWBY, JNPR, BRNZ, CFVY, FNKI, NDGO, SSSN, and CRDL. She admitted that these guys were good, though she despised some for not trying to stop the Grimm from attacking, and she was a bit sad to see that apparently JNPR had lost one of their beloved members who was also an outcast.

She made note not to bring them in and decided to pick out the best characters to bring into this world. Despite the fact that the whole incident about the outcasts could be a bad thing, she wasn't going to let the rogue android attack her world. She tapped the earpiece, "This is Commander Silver to Foxtrot team, I'm sending you the coordinates to this location, get everyone to move away...we're bringing in the outcasts."

"Affirmative." She began to tap away an access code followed by the location of the outcast upcoming positions. She could only hope that these guys would cooperative well enough to help them.

In the beautiful city known as Pegasus City, there was an Atlas unit trying to keep the crowd away from the field of road they left unattended, no cars or anything. This was the designated place for where their targets would be dropped off, and to was going to happen in just a few seconds. The people were a bit impatient, and wanted to see the outcasts that would appear in this world as long as they were not dangerous.

As a light blue portal began to form itself out of thin air two feet above the road, citizens were taking out their mobile devices and snapping pictures or recording footage and saw the first outcast who appeared out of it.

The gateway had launched out Weiss Schnee, she fell right on the ground and her rapier dropped next to her, the Schnee heiress was a little dizzy but understood what was going on. "Not again…" She muttered and stood up, quickly noticing the crowd around her.

She barely had time to react as the portal had sent out another character, and she landed on her face. It was Yang, and it was clear to say that she was not expecting this or was in the mood for hopping through dimensions. "Ow...Ow.."

"Yang!" Weiss managed to get her on her knees as she tried to get her vision to focus on the world around her, "Are you okay?"

"Y-yeah, just give me a minute…" The blonde brawler replied rather weakly, she hasn't been out of that bed for a while so she wasn't used to standing up again. "What happened?"

"This might sound crazy, but we hopped through another dimension-" the Schnee heiress barely finished as Coco landed right next to her, and from the looks of it. she was busy doing something. As she stood up, she noticed the buildings and quickly figured out what was going on. "Damn, not again."

"What do you mean we're in another dimension? How is this even possible?" Yang asked in an unsettled mood.

"I'm wondering the same thing...but first we should get away from here as far as-"

"OW!" The next person to arrive was Reese followed by her Hoverboard which hit her in the face. "Thanks a lot portal for getting me out of that nest!" She said to herself rather sarcastically.

"Wait, she's here too?" The brunette-wearing Huntress exclaimed, "Well that's great…" The portal had suddenly brought another person and it was Blake who, unlike the others so far, had landed on her feet perfectly and was also concerned as to what happened

"B-Blake?" Yang was surprised to see the cat Faunus, but her expressions were mixed. On one hand she's happy that she has returned, but on the other she was pissed off that she left them to begin with.

Even she was surprised to see her friend, "Yang…" She had backed away a few steps but was stopped as the blonde approached her very slowly.

"Blake, where were you?" The blonde responded. "You just ran off after what happened to Beacon and I want to know why."

"Look, I can explain it...all I wanted to do was to keep you safe."

"By running away? We were worried about what happened to you!"

The conversation was interrupted as the portal launched two other people into this mess. Flynt Coal and Neon Katt, two members of Team FNKI who also appeared during the tournament...also one of them is hated by Yang.

"And those two are here?" Coco was also unsure of why there were being dragged into this mess as well. She walked over to them and brought Flynt on his feet, "Are you okay."

"Yeah...just wasn't expecting that portal to show up." He told her and placed his hat back on.

"Hehe, that was kinda fun actually." Neon replied with a smile, Coco made a point to tell her that it's not going to be all happy later on.

The crowd could only watch and record things as Velvet had popped out of the portal and landed on the road rather roughly, she stood up as best as she could, "Not again...why are we back here?"

"Velvet, you're here too?" Weiss got to the bunny Faunus. "It almost seems like the whole gang is back together." The portal sent out the next person and she landed right into the white-haired huntress.

"Thanks for breaking my fall." Nebula Violette of Team NDGO said, and got on her feet, Okay what is going on? I thought I was back in Vacuo."

"Hey Nebula...look it's going to be hard to explain but-" the group has noticed that the crowd had started to take pictures, or even trying to shout out questions for them. This made them a little cautious about their surroundings.

Next up was May Zedong of Team BRNZ who landed the exact same way as the others, "Ugh...I'm not going to use another portal like that again!" She shouted.

The group was more concerned about their current situation, and it only made things a bit more questionable as then Qrow Branwen had appeared, landing on his feet the same as Blake did. He then looked around to see the crowd and the buildings that were not like anything he'd seen before.

"Well this isn't how I thought my day would turn out." He muttered to himself, then noticed Yang who was trying to understand this place, he moved to her side. "Yang, are you alright?"

"Y-yeah uncle Qrow." The blonde tried to smile but knew that it wouldn't help much, "I'm just as confused as you are right now."

'Okay, so now that guy's here too.' Coco thought to herself, then said to her ally, "Vel, I get the sneaking suspicion that Atlas brought us here to revenge on us."

"I don't wish it was the case," the bunny Faunus said to her leader, "Maybe it's something else, but we haven't done anything wrong." The portal then sent out its next target, Cardin Winchester.

He landed rather roughly on the floor, "Ugh...where am I now?" He asked, already knowing that he was now in some different planet.

The next person to come out was Winter Schnee and she landed on the hard floor like the others. "Ow...what…"

"Winter!" The young sister came to her side, "Are you okay?"

"Weiss...I do not know what's going on." She told the heiress, "Where are we?"

"I was just asking the same question." Qrow responded to her, which made her unpleasant that he was here.

Weiss watched the portal drop off Arslan Altan, and then Octavia Ember with their face planted on the concrete, and noticed that it had started to diminish completely, leaving the outcasts to be photographed by a ton of people.

Weiss looked at everyone who were shouting good or bad remarks at them, "Well then, since we're here, we should probably hide somewhere where we can-"

"Not so fast Weiss Schnee." A pistol was pointed at the back of her head by an unknown person, making her freeze in her tracks. The man wore a helmet over his face and had his armor decorated with red and black colors, there was also another holster from his double handgun. Something about him seemed very mysterious and he didn't came from the dimension the others were in.

"Hey! What the hell are you-" Coco tried to stand up to him but the dual pistol was pointed at her, so she stayed right where she was.

Winter stood up and slowly approached him, "Let go of my sister!"

"Step away from her lady, she's dangerous." The other pistol was pointed towards her but she didn't stand still.

She took out her rapier and pointed at him, "Let her go before I cut off that mask of yours and give you a deep cut through your skin."

"That's not the worst I've experienced."

"What do you want from me? I haven't done anything wrong to you or anyone you know." Weiss said to him.

He only told her, "Let's just say that I'm preventing a major disaster from happening." As they stood there with their weapons up, several gunshots were audible and the bullets quickly knocked the two pistols away from the mystery man, and the rapier from Winter's hands.

Several Atlas soldiers had appeared from behind the crowd and advanced towards them with the rifles pointing at them. "Put your hands over your heads and fall to your knees!" The Sergeant ordered.

"I don't suppose they seem to know you Ice Queen." Qrow joked and followed the order, while Winter glared at him. The man also did what he was told, though his expression about this was just blank just by looking at his mask.

Considering the circumstances, Weiss didn't ask why they're doing this. She believed that most of them knew the answer already.

Well, I hope you guys enjoyed this.

Please review, compliment on some things, have a good day and I will see you guys next time. Bye.