AN: Time for some explanations!

So I already touched on this earlier, but I want to talk about Aura. Let's call a spade a spade and acknowledge Aura for what it is: plot armor. But you know what? I'm okay with that. Or I would be if writers utilized it correctly. Of the eight(?) significant onscreen deaths we've seen in the series and the two dismemberments, only one of each of them has followed a characters actual visual loss of Aura. Aura feels like a thing that just randomly disappears when the writers need it to be there. But if we see characters lose their Aura and then die, then that could send a nice subliminal message to the audience whenever they see Aura disappear. "Oh no, the last few times we saw characters lose their aura, they wound up dead right after, this means the characters are in real danger." This increases the dramatic tension. So yeah, no significant deaths in this series without loss of Aura first.

Pretty much already explained this, but Blake had no reason to keep the bow after Volume one. Honestly, it was kind of hypocritical.

In the Volume two directors commentary, Monty unwittingly admitted that the only reason Jaune got knocked out of the food fight was that Monty was being lazy. Okay, I'm paraphrasing, and I know, "Monty? Lazy? Blasphemy!" but what else would you call having a character who's supposed to be improving and then actively avoiding opportunities to show his improvement? So we're giving Jaune a bit of action here by having him hold his own against Yang for a bit, which is better than I showed him doing in his fight with Dove.

And Team JNPR wins the food fight because Team JNPR has Pyrrha Nikos, the invincible girl on it. If you're going to give her that nickname, don't have her losing at anything! Not even a "just-for-funzies" food fight. And since some people asked, Ruby was running in a straight line, and Pyrrha magnetized the tin tray the pie was in.

Cinder's plan for overthrowing Beacon was honestly pretty brilliant. It took advantage of Ironwood and Ozpin's disparate personalities, once it picked up steam, there was practically no stopping it, and overall, it was pretty simple and effective. Unfortunately, the canon series didn't do it justice. At several points, it feels like Cinder's making it up as she goes along, which means MK&M were making it up as they went along, and part of that is Cinder's refusal to explain it. The dust robberies, in particular, felt pointless. So I'm fixing that. Ironwood coming was an intentional goal of Cinders.

Again, Jaune's supposed to be smart, so we're reinforcing that here, instead of just making him look stupid and lazy. And again, CInder hanging out with the gang makes her eventual betrayal hurt more, and I also figured I'd slip in some hints of her backstory (yes, she has an actual backstory in this). Spoiler Alert: That thing about her sisters wasn't a lie. And she's doing some scouting.

Blake had two B.S. lines in the canon version of her interview with Ozpin. The first one was claiming that anyone who lives outside of the kingdoms has to be a fighter. Volumes 4 and 5 prove that to be B.S. when they have to train citizens of Menagerie, and RNJR has to take out the Geist, while Ren's father is the only person fighting the Nuckelavee. The second one was claiming that she wants people to acknowledge her for who she is, not what she is, since M&K (and by extension Blake) clearly expect us to pity and like her based purely on her minority and victim status. And again, it doesn't make sense for her to keep the bow.

Blake complains about nobody doing anything about Torchwick or the White Fang, but we have no evidence at this point that she's trying to do anything about it either. Again, somewhat hypocritical of her.

On with the show! Please read the AN at the end of this chapter before leaving comments.

"And, uh um, I-I've got two tickets to that new Spruce Willis movie, if you wanna make the trip to Vale. I hear it's awesome. Aaaand maybe after that, we could study together? I mean, we're both pretty smart, we'd probably be great together- U-uh I mean...

Weiss continued to tune Jaune out as the bell rang, much to Professor Ports' embarrassment.

"Weiss? Did you hear me?"

"Can't," Weiss responded offhandedly, "hanging with the team this weekend."

"SUN!"

"How did you get up there?"

"Ah, it's easy, I do it all the time!"

"You do what?!"

"I climb trees all the time," Sun rephrased, hopping into the room. "Besides, your door was too crowded."

"Huh?" Ruby tilted her head.

"YOU SOLD US OUT YOU SONOFA-!" Jaune yelled from the other side as Weiss threw the door open, and Team JNPR spilled in.

"So," Sun continued, ignoring Jaune's rant, "are we finally getting back at that Torchwick guy?"

"We are going to investigate the situation as a team." Blake reaffirmed.

Ruby tried to make them see reason. "Sorry, everyone. we don't want to get friends involved if we don't have to."

"Psh! That's dumb! We should always get friends involved! That's why I brought Neptune!"

As Ruby, Weiss, and Pyrrha headed towards the library, Pyrrha couldn't help but express her admiration for Vale's architecture.

"It's really neat that Vale managed to convert their Transmit tower into their academy's center. Haven's is on the academies grounds, but it's a completely separate building."

"You should see the one in Atlas!" Weiss responded proudly.

"That was the first one, right?" Pyrrha asked.

"Correct." Weiss nodded. "Atlas developed the Cross Continental Transmit System to allow the four kingdoms to communicate with one another. It was their gift to the world after the Great War."

Ruby couldn't resist the opportunity to tease her partner "Oooh, look at me! My name's Weiss! I know facts! I'm rich!"

"Don't be a pest!" Weiss snapped, "And why did all three of us have to come anyway? I appreciate the company, but it's just going to be you two looking over my shoulder."

Pyrrha smiled. "I think Ruby just wanted the three of us to hang out."

"GROUP PHOTO!" Ruby was so excited she dropped her scroll.

"Oh." a familiar girl picked up the scroll. "You dropped this!"

"Penny?!" Ruby exclaimed.

Penny blanched in recognition.

"Where have you been?" Pyrrha asked, "You disappeared after the attack on the docks!"

"S-Sorry. I think you're confused!" Penny's lie was interrupted by a hiccup "I've got to go!" She quickly hurried off.

"What was that about?" Weiss asked.

Ruby and Pyrrha both exchanged looks. "I don't know, but we're going to find out! Make your call! We'll meet up with you later!"

"Wait!" Weiss called as the two ran off. She couldn't help but feel a little hurt at being ditched for the ginger.

"I... was asked not to talk to you two. Or Cinder. Or Weiss. Or Blake. Anybody, really."

Pyrrha raised a brow at that. "Was your father that upset?"

"No, it wasn't my father..." Penny suddenly paused as she noticed an interview taking place on a large screen in the middle of Vale square. Ruby and Pyrrha turned to see General Ironwood in an interview with a reporter. On the screen behind them was an AK-130, the standard security mech that had been a common sight in Atlas owned transports for years.

"... The kingdom of Atlas is a kingdom of innovation. So, we are replacing the 130's with a new model, the Atlesian Knight 200!" the screen changed to show a sleeker, shinier model.

Ironwood continued, "Also, we'll be including a new form of heavy hitters, the Atlesian Paladin. We're rapidly making automated models, but for now, these models are operated by a single pilot." the screen again flickered to show a large mech.

The interviewer continued to applaud, before asking Ironwood her first question. "Thank you, General. Now, these machines are designed to attack any grimm on sight and provide security. How do you respond to claims that these machines will eventually make the Huntsman profession irrelevant."

Ruby and Pyrrha both gave the screen their undivided attention at that, while Penny began to shuffle nervously, clearly uncomfortable.

"That has never been the goal," Ironwood dismissed, "these machines are built to protect and attack. We point them at a target, tell them which to do, and they carry it out. They can't reason, track, anticipate or learn the way huntsmen can. They are simply built for defense and attack. Our scientists are making the best models possible, while our academy is still training the best huntsmen and huntresses in the kingdoms."

"Well," the interviewer responded, "for some people, defending and attacking against the Grimm are all that matter."

While Ruby and Pyrrha tried to think of what to make of that, Penny noticed to Atlesian soldiers walking by.

"Ruby, Pyrrha? Maybe we should go somewhere else."

The two girls in question noticed the two soldiers just as Penny began to run.

"Penny! Wait! Where are you going?" Ruby cried after her friend.

"Go after her!" Pyrrha pushed Ruby in the direction Penny ran. "I'll catch up!"

As Ruby proceeded after Penny, Pyrrha turned on her cheesiest "celebrity grin" and pretended to walk into the soldier's paths accidentally.

"~Oh! Hello!~" she sang. "Yes, I am that Pyrrha Nikos."

"Ma'am, please-"

"No need to be so formal, Pyrrha Nikos always has time for her fans."

"That's not-"

"My autograph?! Why sure!" Pyrrha pulled a sharpie from her pocket and proceeded to sign one of the protesting soldier's helmets.

The soldiers finally managed to get away from her just in time for Pyrrha to hear a loud crash in the direction Ruby and Penny had run. Pyrrha paled and vaulted through several alleys, easily outpacing the soldiers in time to see Ruby in the middle of the road, with Penny in front of her, and a dust truck with two large dents in the front.

Penny looked terrified and began running again.

"Penny! Come back!" Ruby called, chasing after the frightened girl, while Pyrrha followed.

"Penny!" Ruby finally got Penny to stop. "Please! What is going on?! Why are you running? How did you do that?!"

"I-I can't! Everything's fine!" Penny began to hiccup, "I-I don't want to talk about it!"

"Penny, if you can just tell me what's wrong, I can help you!"

"No! No, no! You wouldn't understand..."

"Let us try." Pyrrha stepped forward, soothingly, "You can trust us."

Penny looked at the two, torn between her fear of what they'd think and her desire to tell someone the truth. "You're my friends, right? Do you promise you're my friends?!

Ruby nodded softly, "We promise."

Penny calmed down and opened her hands. "Ruby... Pyrrha... I'm not a real girl."

Penny's palms had peeled away, but instead of blood and bone, was sleek steel. Ruby and Pyrrha both looked on in shock until Ruby responded with the only words that came to her mind.

"Oh."

"Most girls are born, but I was made." Penny explained, "I'm the world's first synthetic person capable of generating an Aura. I'm not real..."

She hanged her head at that last part, preparing herself to lose two of the only friends she'd ever had.

Ruby and Pyrrha both exchanged looks, then both reached out and took one of Penny's mechanical hands.

"Of course you are." Ruby assured her friend, "You think just because you've got nuts and bolts instead of squishy guts makes you any less real than us?"

Penny looked at them both in shock, "I don't... um..."

"You're special and different." Pyrrha added, "But that doesn't mean you aren't real. Some people may forget it at times, but you're a person like anyone else."

Penny looked at the two girls in awe, "You're... taking this extraordinarily well."

Ruby continued to encourage the android, "You're not like those things we saw back there. You've got a heart and a soul; I can feel it!"

Pyrrha nodded, "Especially if you have an aura. That's proof that you're real."

Penny cried out in joy and scooped the two girls up in a back-breaking hug. "You're the best friends anyone could have!"

"I can see why your father would want to protect such a delicate flower!" Ruby groaned sarcastically.

Penny released the two and began gushing again. "Oh, he's very sweet! My father's the one that built me! I'm sure you would love him!"

Pyrrha suddenly felt questions flowing into her mind "He built you all by himself?"

Penny nodded, apparently not considering anything strange "Well, almost! He had some help from Mr. Ironwood."

"The General?!" Ruby asked, "Wait... Is that why those soldiers were after you?"

Penny nodded again. "They like to protect me, too!"

Ruby raised a brow at that. "They don't think you can protect yourself?"

"They're not sure if I'm ready yet... One day, it will be my job to save the world, but I still have a lot left to learn. That's why my father let me come to the Vytal Festival. I want to see what it's like in the rest of the world and test myself in the Tournament."

Ruby and Pyrrha exchanged a look. Pyrrha was becoming more and more concerned with this idea.

"Penny, what are you talking about?" Ruby asked, "Save the world from what? We're in a time of peace!"

Penny tilted her head in confusion. "That's not what Mr. Ironwood said..."

"Check down here!" the trio was surprised by the shouts of the soldiers.

Penny quickly hoisted Ruby over her head, "You have to hide!"

Pyrrha couldn't help but laugh at Ruby's protests. "Penny, wait! What are you doing? You don't have to go with them! I can help you!"

Pyrrha took Penny by the arm after she threw Ruby in the dumpster. "Will you be okay? They're not hurting you, right?"

Penny nodded reassuringly. "It's okay. They're not bad people; I just don't want to get you two in trouble."

Pyrrha conceded and hopped in the dumpster with Ruby.

Jaune watched Blake and Sun head into the warehouse through his binoculars, before hearing a loud groan in his headset.

"Why did we get the boring lookout job?" Nora moaned from her rooftop.

"Because none of us can pass for Faunus, Jaune and I aren't exactly the club going types, and I don't think that club will survive Yang AND you, Nora," Ren responded to his partner.

"Well, why couldn't we go with Ruby, Pyrrha, and Weiss?" Nora whined.

"Because I doubt Weiss wants five people looking over her shoulder," Ren responded immediately.

"Honestly," Jaune chimed in, "I'm pretty sure Ruby just wanted to hang with Pyrrha and her partner."

"So why didn't you go with them?" Nora teased her leader, "You could've made it a date~."

"Nora!" Jaune blushed. "We're on an important mission here! I'm not going to use that as an opportunity to get with Weiss."

Nora rolled her eyes, "Not exactly what I meant."

"Wait. What?"

"You really are dense." Came a new voice over the radio.

"Oh! Weiss!" Jaune tried not to sound too excited. "You girls already finished you're part of the mission, huh?"

"I finished it," Weiss emphasized while positioning herself on top of another warehouse. "Ruby and Pyrrha ran into Penny and went after her since she was acting weird."

"Oh, I'm sorry." Jaune tried to sound sympathetic. "If I'd known that would happen, I'd have come along!"

Ren and Nora both rolled their eyes at Jaune's attempted sympathy.

Meanwhile, Sun, who had also tuned into the conversation, turned to Blake, who stood next to him. "Does he not realize that Pyrr-"

"SHH!" Blake hissed before directing her orders to the others on the frequency "Cut the chatter, you guys, Sun and I are going in."

"How can you not know?" Yang continued to push the bartender.

"I haven't talked to him! I haven't even seen him since the night you first came in here. He paid upfront, I lent him my men, and had to bail them out two nights later!"

"The guy borrows your men for a robbery, and you didn't bother asking what the robbery was for?" Neptune asked, trying to be helpful.

"at the time, I assumed it was just for the dust." Junior insisted, "Guys like Torchwick can't exactly walk into a store and buy the stuff you know."

Junior noticed Yang's growing frustration and decided to try and stem off her fury. "Look, I've known Roman Torchwick for a long time. None of this sounds like his way of doing things."

"What do you mean?" Yang asked.

"Well, for one thing, he's never worked with the White Fang before. He hates those anima-" He stopped when he saw Yang's eyes begin to redden "those people. And he's never drawn this kind of publicity before. Not the kind that would get Ironwood's attention."

"What are you talking about?" Neptune scoffed, "Ironwood's here for the tournaments."

"Oh, really?" Junior condescended, "Then where are the headmasters from Haven or Shade? He's here to find Roman, and whoever's giving him orders."

Yang raised a brow at that, "You think Torchwick's got a boss?"

"As I said, none of this fits Roman's M.O. So even if you could catch him, don't be surprised if you find out that someone else was pulling his strings."

Sun and Blake burst through the warehouse window while Sun screamed into his headset, "They've got a robot! And it's big! Really big!"

Jaune winced while trying to talk over the faunus. "Sun, just calm down!"

"That Torchwick guy is in it! But not, like, it didn't eat him; he's, like, controlling it or something!"

Suddenly, the side of the warehouse burst open, and an Atlesian Paladin came through.

Weiss paled at the massive behemoth. "You guys, we can't let that thing leave this area."

"I'm more concerned about not getting crushed right now!" Sun called.

"Think about it!" Jaune commanded, "An Atlesian mech with the White Fang's symbol crashing through Downtown Vale? Never mind the collateral damage or international turmoil, imagine the panic and fear! It'd bring the Grimm in droves!"

"So, what's the plan?" Blake asked. "It's not just the mech. We've got at least 20 White Fang soldiers in there."

"Team RWBY will take the mech!" Ruby called, having just arrived with Pyrrha. "Sun, Neptune, and JNPR will keep the soldiers off our backs!"

"Fine by me!" called Weiss as she landed in front of the mech, sending up a sheet of ice, tripping it up and sending it sprawling. She was soon joined in her battle by the rest of her team, while JNPR charged a large group of soldiers.

Jaune was mostly content to deal with the handful of recruits. A particularly bold one went to club him with a wooden board, which he swiftly cut in half, and then proceeded to knock the man out with the pommel of his sword. Jaune was shocked by how quickly he went down, realizing he must not have had Aura. He turned to the four remaining recruits.

"I suggest you all leave, especially if you don't have Aura."

"We're not afraid of you, human!" said a young woman with a lead pipe. She and two others rushed Jaune, who kept his shield up and backed against a wall. He caught the woman's pipe on his shield and pushed back, knocking her into her two companions, who all fell in a heap. Jaune briefly hesitated, then sheathed his sword in his shield, shrank it to scabbard form, and proceeded to club the three recruits on the head, trying not to do any permanent damage.

He'd finally finished off the woman when he felt what may have been a substantial impact on the back of his head, were it not for his Aura. He turned to see the last recruit, holding a bat. He was a grown man, with a pair of glasses over his mask, shaking in his boots. Jaune faked a lunge, and the man stumbled back, landing on his rear.

"Drop the bat, lose the mask, and go home."

The man was halfway out of the district before Jaune reached the rest of the fights, silently wondering, "This may be hypocritical, but why doesn't everyone have Aura?"

Meanwhile, Sun and Neptune tried to join the fight with the Soldiers only to be halted by the Albain brothers. Currently, the two partners had managed to hold their own against the two brothers.

"you're a disgrace to you're own kind," Corsac growled to Sun.

"Hey!" called Neptune, "Don't you dare talk about my partner that way!"

He rushed the man, determined to defend his friend's honor. "He's the coolest Faunus I know! I mean, I only really know two faunus, but that's not because I don't like Faunus or anything, I just haven't had the opportunity to get to know many of them, but I don't like, avoid them yaknow-"

"Just shut up and fight, you huge nerd!" Sun called to his friend, figuring he'd embarrassed himself enough.

At long last, the battle ended. Team RWBY destroyed the Paladin, though Torcwick was saved by a short girl with Pink and brown hair who Yang took an immediate disliking to. The Albains had retreated from their fight with Sun and Neptune when the rest of their soldiers were defeated.

The ten friends all restrained their down enemies and cleared the area before Weiss made an anonymous call to a "high ranking acquaintance" from Atlas, who she trusted to keep Ozpin informed. With that, they called it an exhausting night.

AN: I probably could have split these episodes into two chapters, but I got in the zone and had to keep going.

So I'm going to get ahead of the "Pyrrha finding out about Penny" comments. I know that Pyrrha knowing Penny's secret is going to raise a lot of questions about PvP. I welcome all comments, questions, and reviews, and I appreciate the feedback. It's all beneficial.

But please trust that I know what I'm doing. I've thought this through, and I don't want to spoil anything, but PvP will still happen, and I do have a plan to make it just as tense and dramatic as it was in canon.