Hello everyone and welcome to Pennytron Redux.

So lately I've been feeling a bit depressed again since a lot of stuff has been happening but hopefully things will soon get better. As of now, I'm trying to make sure that nothing goes wrong ever again and it starts now.

This story is of course a remake of my earlier version of Pennytron, due to the fact that it might've failed since I was focusing on a large cast and didn't get much time to focus on a lot of stuff. I wanted to redo this to story to make sure that everyone can enjoy it.

updates will be a bit slow this time, but hopefully it'll all work out soon enough.

Thank you for listening and I hope you enjoy Pennytron: Redux.

Disclaimer: I do not own the rights to any of the products shown, they belong to their respectful owners.

Chapter 1

Everything was blurry at first. The world in front of her was breaking up into pieces, the roof of concrete was cracking down and they were falling down, transforming into rubble within the blink of an eye. Among that was the wreckage of the other buildings that were once occupied by people, all of them were collapsing upon each other like dominos pieces.

She slowly stood up and coughed due to the smoke that was being shoved into her face, the only thing the young girl can do was stand up and try to find out what was causing the destruction. Behind her was an even more horrible display of the city as it was on fire, the orange flames were spreading like wildfire, catching every part of the city it could find to burn it down and repeat the process.

If there was anyone else in the town, they were either dead or had already fled as the destruction had continued to affect the landscape and reduce the world to ashes. The silver eyes were scanning the whole city, but this wasn't want she wanted to see. It was all horrible to her, a terrible event for anyone to witness.

Her vision was getting fuzzier as the madness kept going, a noise of a gleeful laugh was heard inside her head and it was getting louder by the second. This led the girl to fall on her knees and cover her ears to shut it out, but she could still hear it and it was getting more obnoxious.

Staring at the ground, she felt her hands fidgeting like it was the winter season, and any attempt in trying to stay collective was unsuccessful. She tried to look up for a second, only seeing two legs that belonged to a robot, hovering above the roof she was on. This worried her, it was like a redux of the same nightmare from Earth.

The metal robot looked at the girl and floated towards her, the blue eyes were never blinking as it advanced forward. The red hooded huntress tried to back up but it landed in front of her and leaned towards the girl with its face closing in on hers. There was a light chuckle coming from inside, and then the head started to loosen itself like a mask to reveal the user, and it was a horrible reveal.

"Is this what you wanted Ruby?"

"AAAAAAHHHHH!" Ruby screamed at the air, waking up from the nightmare and feeling shaken from it. She tried to slow her breathing to calm down, but her mind was paralyzed on that one vision. "N-Not again...N-N-Not again."

Her scream did not go unnoticed as a light blinked on from the other side of the door and it opened up to show her father, Taiyang Xiao Long.

"Ruby! Are you okay?" He asked in a nervous expression to the scream, and he could see the young girl looking petrified.

"Y-Yeah." Nodding much more than she should, she answered as best as she could and her dad approached her to comfort her. "It was just a nightmare. Again."

Taiyang put his arms around her daughter to pull her into a soft hug, "Try and calm down, it's all just a dream, it's not real."

She nodded again, but only once and in a slow motion, "It's not real. It's not…"

For the past three days after the unfortunate aftermath of the 40th annual Vytal tournament and Beacon Academy, she was struggling to move on but the deaths of Penny Polendina, and Pyrrha Nikos had affected her very greatly, and her sister was wounded at that time, her right arm cut off, now she stays in the bed of her room. And her teammates, Weiss Schnee and Blake Belladonna of Team RWBY, went on separate paths.

It was so hard to get past the horrible events that occurred, and it only got worse as the nightmares came back to her and it always started and ended the same way; there would be a city falling apart from an attack, and it was all caused by a robotic force, and either her voice or face would appear. The same face of her friend, Penny.

She considering it as just a nightmare at first or a side effect due to the whole Outcast problem back on Earth, but after the tournament, it seemed more like a mental problem, and since she kept getting the same vision every time she slept, it seemed entirely possible.

All she could think about it was, 'Why? Why does it keep coming back to her?'

The air was thick and perfect, amidst the cold feeling that winter would be approaching slowly. Ruby looked at the sky and sighed, hoping that it was going to be a relaxing day for her and to forget about that dream for just once. In her hands was the dog tag of the Ghosts, an old memento of her past adventure.

As she examined the dog tag, she could see the paint of the logo being scratched off, but at least it was still in a good quality. She put it in her pocket and began her short hike towards the woods.

She started to hum a small tune of the music that she'd hear from her headphones and looked around to take in the sight of trees and falling autumn leaves. Some fell on her head, but most of them landed on the green grass, it all seemed calm just from the look of it.

Feeling the wind blowing in her face, she acted like she wasn't caring about it for even a second. "If only this was a day at the beach." She muttered to herself and proceeded forward into the woods.

There was somehow not much Grimm activity going on since the tournament, perhaps they were just hiding somewhere, waiting. She thought of the tale Qrow said about the Silver-Eyed Warriors, and how the Grimm feared them when they took just one look at those eyes. Her power had became active when she saw Pyrrha getting killed, and she wasn't sure that she could activate it again. She didn't want to see if ever again.

She sighed and continued to walk, but then she noticed something in front of her. It seemed like a giant stone, but there was a door there. She started to approach it from a long distance, and questioned its existence, someone had to have put it there but why?

After stopping in front of it, she reached her hand to touch the door, but before she could it separated and revealed a short hallway. She looked inside before stepping in, and then the lights in the entire room began to activate, leading her towards the main attraction.

It was a metal cylinder connected to the ground, and there was also another cylinder inside it that was sticking out. She approached it and she saw a miniature black screen was connected to the top of the object.

It seemed as if the object was forcing Ruby to approach it, her hand was moving to touch the shape inside it and tap it with a finger. Nothing happened.

Taking a deep breath she placed her hand on it to see if it would work but it didn't of course. "Okay, here we go." She pressed the object into the ground and then a whirring sound was heard afterwards.

"Huh?" Ruby took a step back as mini screen turned blue and then the second cylinder began to float up and spin slowly. Ruby continued to back away from the attraction, but she felt a strong force pushing her closer to it and she landed on the ground. Standing up, she looked behind her to see that a blue forcefield was being created by the sphere object and trapping her inside.

"Oh no." She said in horror, taking out Crescent Rose and swinging it at the cylinder. It proved to be useless not even making a single dent on its metal structure. She felt scared about what this thing was going to do, so she tried to attack the forcefield sealing her inside. One single swing however caused it to bounce her weapon back, so she transformed her weapon into a rifle and fired upon it, but the energy was strong enough to halt its path and let them fall to the floor. She was hesitant to figure out what to do next so she took another swing at the metal cylinder.

The object caused a shockwave that pushed her away from it, and instead of crashing into the forcefield again she landed on the ground. She stood up and heard the sound of bullets crashing into the wall, imbedding themselves in it. Ruby stood up and ran to the cylinder as it was now depowering itself, and the other smaller cylinder was lowering itself downwards.

She pressed her hand down on it to activate it again but instead nothing happened. "No. No no, get me back to Remnant!" The silver-eyed girl repeated this action but no luck came out of it.

"Augh!" She holstered her weapon and tried to calm herself again, 'Don't worry Ruby, it's probably going to be fine. It's just another journey as an Outcast...no no it is something to worry about!' The girl sighed and looked at her new surroundings, noting that the room was as wide as a warehouse, and the walls were decorate with silver and concrete designs and a blue light was shining down from the ceiling. She headed away from the cylinder and approached the other end of the hall, looking at the bullets that broke from making contact with the wall.

She looked to the left and another hall was available for her to walk through. Next the girl went through the hall and saw a flight of stairs and another path towards the right, but before she can decide, a voice was suddenly heard from the right.

"This is Bravo Team, the entire fourth floor is clear." It sounded like a military man, which made startled her and she quickly headed down the stairs to avoid getting detected. This place seemed to be sort of a military base, but there wasn't any kind of heavy security from the looks of it, with only a small sign of surveillance cameras nearby.

She headed towards another large section of the base and stayed by the wall to see if there was anyone nearby but luckily it was empty like a haunted house that was preparing its scary attractions for any unsuspecting person.

Ruby headed inside and tried to move as stealthily as possible, and it seemed unnecessary as no one was around to try and stop her. A nearby door had a holographic sign that read, 'Development room,' the kind of place where weapons would be developed. As she walked towards the door, there was a biometric hand scanner that needed to be accessed. Ruby pressed her hand on it and it did its work, but it buzzed with a red light.

'Of course, I'm not military-approved.' She thought, then decided to improvise by taking out her scythe, preparing to strike at it. Then the scanner beeped in a more positive way and the door opened up, and she holstered the weapon, glad that she didn't had to make much noise.

But that raised a question, why did it just open up like that if it didn't accept her? She decided to think about that later.

She stepped inside and the door shut behind her, the room contained multiple screens that seemed to show some blueprints. 'What do we have here?' The red hooded huntress looked at the blueprints were showing a kind of mechanism that belonged to a robot, she approached one of them and tapped it.

Suddenly it acted as a projection and hovered over Ruby's hand. "Hmm?" Letting curiosity get the better of her, she analyzed it and confirmed it to be an arm. She began to search for the other blueprints.

She quickly founded more sets of the blueprints and did her best to connect the holographic projections, however she felt frightened while doing so. After combining most of them, she looked at the head projection between her hands and stared at the face then back at the hologram with the outline noticeable.

"Is that…?" She connected the head and backed up, "P-Penny?"

The blueprint was showing the design for P.E.N.N.Y Mk 2. She was stunned and tried to be calm again, "P-Penny...You're coming back...You're coming back?"

She looked to the right, noticing a few windows that seemed to showcase the floor below her.

That floor was showing a whole group of scientists who were around an operating table where several mechanical arms were surrounding the android body and putting the finishing touches on it, the huntress didn't need to know what they were working on, she knew the answer.

"Reboot sequence initiated." A voice was heard for the scientists to hear, which caused Ruby to pound the glass with her fist but it caused her to wince in pain.

Down below, there was the android M374 who was staring at the ceiling and her irises were closing it on itself to make it act like a human eye. The light green color was activating and the android was now awake once again. "Rebooting sequence complete."

Penny had a blank expression on her face and could see one of the scientists looking down at her. "Hello Penny. How are you doing today?" He asked her but nothing came out, it was dead silent.

"Hello Penny, if you can hear me, nod your head." The android stared and nodded, confirming the answer. "Good."

"Now, can you say your name?"

"My name...My name is Penny Polendina. It's a pleasure to meet you." She still didn't show any emotion.

"Okay, you're vocal recognition is stable, now let us try your movements. Raise your left arm." The android moved said arm upwards in a slow manner and looked at her hands, slowly closing it to act as a fist. Without being told to do so, she raised her right arm and repeated the same actions.

The scientist nodded and checked off something on his list, "Good. Your movements are functioning perfectly. Now, try and stand up." The android had started to stand up and looked at the room in front of her, ignoring the sight of the other scientists. She then scanned the area around her exact position, noting that there wasn't a lot of people here.

Penny looked up to see a girl with a red hood pounding on the glass, desperately trying to break it for unknown reasons. She blinked once, and she suddenly she began to remember something about her, she was a friend.

"Okay, next we should examine your expressions. First, show us happiness." The scientist looked at the android but she ignored him and kept staring at the girl in the window. "Uh...Penny, are you listening to me?"

That girl, she knew everything about her, even the fact that she was an android, she felt it all coming back to her. "Ruby?" She muttered softly

The huntress finally took her weapon out and shot the glass window, alerting everyone. She jumped down and started to run to her reborn friend. "PENNY!"

"RUBY!" The android shouted back and ran towards her friend, tackling her into a hug that sent them both on the ground. "I am so glad to see you are here!" Unbeknownst to them, the scientists had flew the room in panic.

"Y-Yeah, so am I." Ruby grunted as embraced the friendly hug, small tears began to float down her eyes. Penny let go and allowed her to stand up. "I'm glad to see you again."

"Ruby, you do not need to cry, I am sure Pyrrha didn't mean to hurt me."

"Yeah she didn't…" The bad memory flooded back in Ruby's head but she dismissed it quickly. "Anyway, I'm here to get you out of here, this place is not safe."

"What are you talking about?"

"Penny, look, when we get back to Remnant, there's gonna be a lot of things you might not understand, a lot's changed the past three days you were gone." Unfortunately for the two, the alarms began to ring out loud, and the lights were changing to the color of red. "Oh no, we need to run, stay close to me no matter what!"

"Okay." The android allowed Ruby to hold her hand and start running out of the room, concerned as to why her friend was acting like this.

Two soldiers suddenly appeared in front of the two, but a blast door closed down on them, now the two girls had to run to the left. The red hooded girl was confused as to why it did that, but she kept pressing forward with her reunited friend. "Keep going, we'll be out of here soon enough!"

They took a right turn as another group of soldiers began to chase them from behind, only for them to be blocked by another blast door. Another one stopped in front of the two and on their right so they had to move to the left. It seemed entirely plausible that someone was helping them since Atlas personnel couldn't even get to them without hitting a roadblock.

The two began to reach the end of the hallway, only to see that it led to a long tunnel whole batch of Atlesian Paladins, and Hoverbikes parked by the side. "Wait, Atlas is here?" That puzzled Ruby, it might've answered the question about why Penny was here, but how much did these guys know about this outcast phenomenon?

"Get on the Hoverbike!" Ruby headed towards the vehicle and waited for Penny to get on, but she then tripped on the floor. "Penny?" The huntress got off and assisted the android, "Are you okay?"

"Yes, I am alright." Penny told her, followed by a small hiccup.

"Um, yeah. Right now we need to get out of here, hop on!" The girl got on the vehicle along with her friend who was moving slower than before. "Hopefully those lessons from Yang will get us out of this." The vehicle lunged forward, surprising the pair with its speed. Ruby began accelerating away from the base, racing through the tunnel.

The girl sighed and wiped a bit of sweat off her forehead with relief, "That was close, we're safe for now." Already, her mind was drifting towards the newly made questions about why Penny and Atlas were here, and what planet this was. Was Penny rebuilt so that she may continue her mission to save the world, or was it for something else?

"Ruby, where are we going exactly?" The android inquired of her savior.

She answered honestly, "I...I don't know, but somewhere safe. For all I know, this planet might not appreciate having me around, especially with my history."

"Your history, what are you talking about?"

"You don't know?" Ruby was flabbergasted. She thought that Atlas would've given her the knowledge of the outcast stuff, but it didn't seem to be the case, "Well, let me explain: Me and Weiss were sent to a different world to fight aliens, and then went to planet Earth to fight against a military force, and we ended up-"

"Becoming legends despite causing a lot of controversy." Penny finished for her.

"Yeah, something like...wait?" She took one look at her friend who was as confused as she was. "How did you get all of that?"

"I had just figured it out, I learned this a lot quicker than I thought."

Ruby focused her attention back on the road. "Right, I'll ask a few questions later, but for now just keep an eye out for any Atlas personnel." She had to admit, piloting this vehicle was a little easier than she thought.

At the end of the tunnel, there was a large wall blocking the way. "Oh no." Ruby got off the vehicle and approached the gate. "There's has to be a way to get this thing open!"

Penny looked at the wall and noticed the functionality of its structure. "Back up Ruby." As the troubled Ruby did was she was told, Penny looked into the schematics of the wall and then it activated through her means of hacking, ascending upwards to allow passage Into the world cloaked in darkness. She was unsure if why it happened.

"Well, that's convenient." The silver-eyed girl got back in the vehicle and reactivated it. "Okay Penny, we still have a long way to go. Just hang on." Her friend placed her arms around Ruby's hip and they drove off once again.

The alarm was still ringing, but the two tried to ignore it, taking a turn to the left as they headed past a military gate. Penny felt scared as they continued driving.

They were still driving by when a blast of energy came down on them, causing the vehicle to swerve away. "W-whoa, what was that?" Ruby stuttered in surprise and tried to keep the hoverbike stable, but the same attack hit the road in front of her, causing her to rev the vehicle back and park it sideways. The huntress looked up to see a man decorated in a suit of armor descending downwards and landed on the ground.

The armor had a red arc reactor on the chest and it has a weaponized look integrated. The black and gold armor stood out but it was really the sleek look that got their attention.

He pointed his hand and charged up a sort of blaster, "Stand down Ruby Rose," he told the two, who then stepped out of the vehicle and put their hands up.

"Uh, look sir, I'm sorry for invading your base. I really didn't know what planet this is and that you were rebuilding Penny, so I just kind of decided to 'rescue' her." the silver eyed girl said nervously.

"Right… you went from fighting dangerous enemies to stealing military property."

"Mr. Hiyake, do not harm my friend. She had no idea that any of this was occurring," Penny tried to explain to the armored man,. "She was just worried about me."

"I don't know if you even heard, but she's the one responsible for the multiverse problems," he stated angrily at the defender.

"She didn't mean to cause them." Ruby just watched, still in confusion as to how Penny knew this already. The man said to be Mr. Hiyake lowered his arm in response to this. "She was just trying to do the right thing, do you not understand?"

"Yes, I do, but I'm still positive that she's going to cause a lot more trouble while she's here!" The man raised his arm again and aimed at Ruby.

"No she won't!" The android pointed at the armored person, which suddenly caused him to start twitching. Pointing at the armored guy had somehow caused it to shuddered.

"W-What the hell?" As Mr. Hiyake was confused about his armor convulsing, Ruby took out her scythe. "Sorry about this," she apologized as she gave a good swing to his head, knocking him down. She holstered her weapon and turned at her friend. "Nice move Penny, how did you do-"

"That wasn't me!" She blurted, her hand fidgeting from her action. It turned and the fingers started to move one at a time.

"Is something wrong?" Walking towards her friend, Ruby touched her other hand and it was also vibrating. She was now mystified as to how this was happening.

Penny looked at her feet and the green color of her stockings began to change into bright red. She fell to her knees and grabbed her head. "What is happening to me?"

The reaper kept holding onto her hands until they slipped out. "Penny, stay with me. You're gonna be alright." Penny was feeling a bit lightheaded as a human would describe it, and breathed in and out to try to stay collected.

Ruby looked back at the military base and confirmed no one was following them. Perhaps they were confident that the armored guy would finish the job very easily. "At least we didn't leave behind a trail. Come on Penny, I'll carry you to a nearby-"

Before she could finish the sentence, the android delivered an uppercut that caused Ruby to fall on her back. "Oww...Penny, what was that for?" She tried to stand up but Penny approached her and put her hands on her friend, pinning her to the Hoverbike. "W-What are you doing?!"

"It's a shame really," Penny began to say, however her peachy voice was more robotic and deeper. "This girl seemed like a nice android. If I didn't had to do this, I'm sure she would've made a good huntress." Her eyes stared at the silver eyed girl, but they were now blood red instead of emerald green.

"N-no...it can't be!" Ruby shook her head to deny what was happening. As she was thrown to the ground, the huntress stood up and backed away from her possessed friend. "This can't be happening."

"Oh, I'm sorry, I forgot to introduce myself to you. My name is Ultron." That name had begun to make her freak out.

"NO! This isn't right! This can't be happening!" The girl said, "What have you done to Penny!?"

"I'm sorry, but I had to. I still have a mission to fulfill, and you, Ruby, are not gonna stop me!" The android looked at the armored man who was still stuck on the ground like a picture glued to the wall. "Just like this man, you'll stumble and fall."

Her hand easily grabbed the mask plate and pulled it out, Mr, Hiyake, who was shown to have brown hair, and subtitle hair coughed, "You better turn yourself in before-" A fist slammed into his face to render him unconscious.

"Ultron, why did you do this to her?" Shouted the intimated girl.

"I needed to survive, I've been gone long enough and grown weary of seeing the multiverse being ruined by many efforts to bring peace." Ultron looked at her arm and gripped her hand, "And even you, you're not making this any better, so I noticed this girl, Penny, she had the same objective as me, so taking over her body was the only available option."

"SHE'S MY FRIEND!" She took out her weapon and pointed it at the possessed Penny, her finger was nowhere near the trigger however. "LET HER GO!"

"Do you really think that I'll allow myself to pass up an opportunity like this?" He/she walked towards her tapping Crescent Rose with a finger. "Something must be done to prevent all of these atrocious acts, and that'll be me, starting with this-" Suddenly, the left arm of the android grabbed the other. "What the-"

"R-RUBY!" Penny screamed, her voice was being mixed with Ultron's and the eyes were changing from red to green. "G-G-Get away from me! S-Something is-"

"Penny!" Ruby holstered the weapon and tried to approach her, but then the sound of the Atlesian Airship was heard, it was hovering above their location and landed close to them. No one was driving however, so the possessed android proceeded to hop in. "No, don't go!"

The silver eyed girl jumped on the left wing of the ship as the android sat down and closed the cockpit. "Don't leave! Stop!"

Ultron/Penny chuckled a little as she gripped the controls of the aerial vehicle and it began to float upwards, the girl panicked and held on to the front of the wing to stay on as it suddenly started to fly away from the base and towards the world beyond. "AAAHHH!"

"No!" The android turned the vehicle to the left and Ultron started to drop down towards the trees below to shake Ruby off. She held on with a tight grip, the wind rushing into her face and trying to blind her temporarily.

Penny tried to get the vehicle to land, so she lowered the controls downward, and it was close to hitting the top of trees, she looked at Ruby who was still hanging on for her life, and one hand had slipped from the wind. Now the android forced it to come into a slow halt, giving enough time for her friend to try and get on.

"Oh my…" Ruby stood up on the wing and tried to move to the cockpit, "I'm never doing that again!"

Penny chuckled but then her possessed hand placed itself on her face and Ultron continued to try and control her body. "Ruby, stay away!" The cockpit opened automatically and she stood up. "Stay away from me!"

"No! I'm not letting that Ultron thing take you away!" Her friend took a step towards her and reached her hand out. "I just got you back and I'm not gonna let anyone take you away from me again!"

"Ruby...I don't want you...to get hurt." Penny continued to walk forward on the wing, and her eyes were changing back to the form of red, "Please-"

"I will get you back to Remnant! I swear, I will!" As the huntress stepped closer, Ultron regained control and try to land a blow but she dodged, which unfortunately gave him an advantage. She was close to the edge of the wing and she was prepared to push her.

"Ruby, do I have to repeat myself? You will not stop me." The android stepped forward one more time, and then she pushed Ruby, who began to fall towards the ground, Penny returned to her senses and realized what happened, "RUBY, NO!"

The girl spun around in the air and crashed into the trees, bumping through the branches until she landed face first on the grass floor. "Ow.."

"No!" Penny was forced to go back in the ship as it started to fly off again, she started to punch the cockpit, but since Ultron had control over her now, she stopped and allowed herself to be taken.

Ultron stayed inside her head and told her, "Do not worry, we got a lot of work to do."

Ruby stood up and despite the aerial vehicle flying away, she still started to run after it. "Penny, don't leave!" She kept dashing, but it was getting too far away for her to catch up, and after losing sight of it she stopped and collapsed. "No...no. Don't leave me Penny…"

She slammed her fist on the ground in anger, resulting in a soft sound. She failed, she had failed to help her friend, "No...it's not over, you can still save her." Her hopes will high as well as her spirit. "Ultron, I'm gonna stop you and save Penny, that's a promise I'm going to keep."

To be continued...