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The opening ends to Weiss patiently waiting out the minute left on her holographic clock displayed from her desk in the classroom of Professor Peter Port, whose dialogue is merely background nonsense as Jaune slides up next to Weiss.

Jaune: So, Weiss, y'know, uh, I-I was thinking after this, maybe we could go grab a bite to eat? (Turns to the teacher for a second, then turns back around.) 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. (Pauses as his words have no effect.) Aaaand maybe after that, we could study together? I mean, you're smart and I'm, uh... Y'know.

Finally, the clock in front of Weiss gives a shrill beep as it changes from 3:59 to 4:00, and she dismisses it with a wave of her hand. The professor is temporarily unaware of the alarm.

Port: (Posing as a towering monster about to attack.) And then I— Oh. (Straightens his stance as the students start to leave.) "Timed that one wrong, I guess. Well, the stunning conclusion to this story will have to wait. Until next time!

Jaune: (Watching Weiss as she packs up her Scroll.) Weiss? Did you hear me?

Weiss: (Not even looking at Jaune as she walks away.) No, no, no, yes.

Upon hearing this, Jaune groans and does a faceplant into his desk.

Yang: (As the rest of Team RWBY walks out of class behind him, Yang ruffles Jaune's hair without even looking.) One day.


A closeup of Ruby's hands as she straps the red laces of her shoes. Switch to a closeup of Weiss' hand gripping the handle of Myrtenaster strapped to her side. Switch to a closeup of Yang's Ember Celica over her left forearm as she slides the chamber. Switch to a closeup of Blake tightening the black ribbons around her arms. Switch to full view of Team RWBY's preparations, revealing their new outfits.

Blake: (Approaching her bunk as she tightens her wraps.) I thought that class would never end.

Ruby: (From her position sitting on the hanging bed) Alright, guys, today's the day! The investigation begins!

Happily leaps off her mattress and onto the floor, arms raised excitedly. She almost lands on Weiss, who is on the bottom bunk.

Weiss: (sarcastically) I'm glad to see we're taking this so seriously.

Yang: Hey, we've got a plan! That's... moderately serious.

Ruby: Right! (looks around at her teammates) Everyone remember their roles? Weiss stands up as the camera quickly shifts left to each member who state their objective.

Weiss: You and I will head to the CCT and check the Schnee records for any other Dust robberies or inconsistencies. Seeing as I'm in the family, it shouldn't be a problem.

Blake: The White Fang has regular faction meetings to hand out orders and recruit new members. If I can get in, I can hopefully find out what they're planning.

Yang: I have an old friend on the shady side of town that typically knows everything going on in Vale. Getting information out of him shouldn't be too hard...

Ruby: (the camera dashing back to the leader) Great! We'll meet up tonight near Yang to go over what we found. (pumping her fist) Let's do this!

Sun: (off-screen) Yeah! Camera shifts right to a smiling Sun Wukong as he hangs upside-down by his tail in their open window. The whole team is taken aback.

Blake: (surprised and alarmed) Sun!

Yang: How did you get up there?

Sun: Ah, it's easy; I do it all the time.

Weiss: You do what?!

Sun: I climb trees all the time! (Without reacting to Weiss' scowl, he flips into the dorm room.) So, are we finally getting back at that Torchwick guy?

Blake: (stepping forward) We are going to investigate the situation... as a team.

Ruby: Sorry, Sun. We don't want to get friends involved if we don't have to.

Sun: Psh! That's dumb! We should always get friends involved! That's why I brought Neptune! (gesturing out the window)

The girls lean out the window on top of one another cartoon-style to see the aforementioned teammate of Sun's standing outside, cool as can be.

Neptune: 'Sup?

Ruby: How did you even get up here?

Neptune: I have my ways.

The camera pans out to reveal that he is standing on a very thin ledge circling the building under the windows.

Neptune: (nervously) Seriously, though, can I come in? We're like, really high up right now.

Inside the dorm room, the group are standing in a circle as Ruby lays down the new plan.

Ruby: Alright, I'll go with Weiss; Sun, you can go with Blake. (As she pushes Neptune past Weiss, he slips her a wink. Weiss looks mildly shocked but then comes to her senses quickly.) And Neptune, you can go with Yang since she doesn't have a partner. Everyone good?

Weiss: Actually, Ruby, why don't you go with Yang? After all, she is your sister.

Ruby pushed Neptune, who is stiff as a board, up next to yang. When she is done pushing him, he rocks back and fourth looking nervous. Yang put her hand on his shoulder to stop him from rocking.

Ruby: But, Weiss, who would go with you, then?

Weiss: Well... I guess Neptune could come with me.

Ruby: (Neptune puts on a suave look and points at Weiss as the team leader cracks up.) Hahaha, nah!

Weiss is obviously less than amused, yet is powerless to stop Ruby from pulling her by the back out the door.

Weiss: (Weiss sticks her arms out fruitlessly trying to get back to Neptune.) But! But!


The scene changes to that of a monumental tower that looms over the sparse trees growing around the crossroads below.

Ruby: (off-screen) Woooow! I forget how big the Transmit tower looks up close!

Weiss: (off-screen) You should see the one in Atlas!

Ruby: (off-screen) That was the first one, right?

Weiss: Correct.

Weiss and Ruby are seen walking down the path towards the building.

Weiss: 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: (acting high and mighty) Oooh, look at me! My name's Weiss! I know facts! I'm rich! (snorts into her hands at Weiss' frown)

Weiss: Don't be a pest! Besides, the only reason we're here is because you like the tower so much! We could have just as easily made a call from the library!

Ruby: I know, but it's so coool! Ooh, I'm going to take a picture!

She grabs her Scroll from a pocket on her clothes, but in her excitement, the device is launched from her hands, bouncing along the pavement until it lands at Penny's feet.

Penny: Oh! (Picks up the Scroll and extends towards the clumsy teen) You dropped this.

Ruby: (shocked) Penny?!

Penny: (similarly surprised) Uuuh...

Ruby: Where have you been? We haven't seen you since that night at the docks!

Penny: S-Sorry. I think you're confused. (She suddenly hiccups, throwing the Scroll into Ruby's hands.) Uh... I've got to go! (She turns quickly and walks away.)

Weiss: (turning to Ruby) "What was that about?"

Ruby: I don't know, but I'm going to find out. (Ruby starts walking in Penny's direction as she shouts back to her partner:) You go make your call! I'll meet up with you later!

Weiss: (reaching toward Ruby) Wait! (Seeing the futility of stopping her teammate, she lowers her hand and sighs angrily)

Ruby: (running up to Penny as she descends the steps until she gets in front of the non-eccentric redhead) Penny! Where have you been? It's been weeks!

Penny: There seems to be a... misunderstanding.

Ruby: What?! (Penny continues to walk away. Ruby slides down the rail next to her.) Penny... Is everything okay? (Penny continues forward without reaction. Ruby grabs her by the arm.) Penny, please stop! (Penny stops and listens.) Look, I don't know what's wrong, but you have to listen to me! Those guys we fought at the docks, we think they're up to something big, something bad! I need you to tell me what happened to you that night! Please... As a friend.

Penny: (sighing, then glancing to her sides swiftly, she walks over to Ruby's side and leans in close) It isn't safe to talk here.

Penny looks around suspiciously, much to Ruby's confusion.


Weiss walks through the grand, glowing lobby of the tower with pride, avoiding the central terminal and heading straight for the elevator doors, which slide open automatically and close when she's inside. The voice of the CCT AI is projected from a panel near the door.

CCT AI: Hello. Welcome to the CCT. How may I help you?

Weiss: I'd like to go to the communications room, please.

CCT AI: Absolutely. Could you please place your Scroll on the terminal to verify your identity? (Weiss retrieves her Scroll and places it as directed.) Perfect! Thank you, Miss Schnee.

Upon the elevator's ascent, Weiss' expressions shifts from pleasant to serious. Upon entering the room, four symbols are seen on a computer - twin axes and wreaths, three flying swords pointing down, a spear and shield inside a fragmented circle, and a precise winged shape. Weiss walks up to the front desk where a holographic secretary appears in the seat.

CCT AI: (beeps are heard before the projection speaks in a polite manner) Welcome to the Beacon Cross Continental Transmit center. How may I help you?

Weiss: I need to make a call to Schnee Company World Headquarters in Atlas.

CCT AI: Absolutely. (more beeping) If you could head over to Terminal 3, I'll patch you through.

Weiss: Thank you!

Weiss smiles and nods before walking over to her assigned cubicle-like computer, passing a few Beacon students in uniform - one of which is talking to her mother and asking how things are going back in Signal Academy. She sits at her own display, taking a deep, unhappy breath to prepare for the call ahead. The face of a short-haired brunette appears on the monitor with the Schnee snowflake rotating behind her. She does not realize who she is talking to until she looks up.

Schnee Corp Operator: Thank you for calling the Atlas- Oh! Miss Schnee! Good afternoon! Would you like me to patch you through to your father? I think your sister Winter might be here as well.

Weiss: (pleasantly) No, thank you! I was actually wondering if you could find some files for me. I've compiled a short list.

Weiss produces her Scroll, placing it into a slot on the keyboard, creating a series of noises as the Operator looks at the data from her side of the screen.

Operator: I see. If you don't mind... what may I ask is this for?

Weiss: School project.

Operator: (nervously) Um... There are some sensitive documents on this list, ma'am.

Weiss: Well, then, I'll be sure to treat them with care.

Operator: (still nervous) Right... Very well. (more noises) The data is being transferred to your Scroll now.

Weiss: Wonderful! That will be all, then.

Operator: Are you sure you wouldn't like me to patch you through to your father before you go?

Weiss loses her smile, but quickly replaces it.

Weiss: Yes, I'm sure.

Operator: Well, then... Have a nice day!

The call is dropped, and so too is Weiss' happy act, seen in the screen's reflection.


Penny stands alone near a two-story building with patio furniture and she is looking around nervously when a hand grabs her shoulder, causing her to jump. She turns to see Ruby grinning. She smiles in return. The scene moves to the two strolling down the street.

Penny: I wish I could help you, Ruby, but I don't know anything about those men.

Ruby: Well, what happened to you that night? We were all together, and then you just disappeared! Were you kidnapped?

Penny: Oh, no! Nothing like that!

Ruby: Then where did you go?

Penny: I've never been to another kingdom before. My father asked me not to venture out too far, but... You have to understand, my father loves me very much; he just worries a lot.

Ruby: Believe me, I know the feeling. (She grin and Penny grins back.) But why not let us know you were okay?

Penny: I... was asked not to talk to you. Or Weiss. Or Blake. Or Yang. Anybody, really.

Ruby: Was your dad that upset?

Penny: No, it wasn't my father...

Before she can continue, she and Ruby hear the sound of megaphones announcing something, turning around the corner to look at the platform in the center of a plaza where the holographic image of James Ironwood is seen before six AK-130 Androids, who are in turn standing in front of two large metal storage cases with the spear-and-shield emblem on their doors.

Ironwood: The AK-130 has been a standard security model of Remnant for several years, and they have done a fine job. Wouldn't you agree? Wouldn't you agree? (the clapping of the gathered audience causes the drones to take a jerky bow) But... the kingdom of Atlas is a kingdom of innovation, and 'fine'... Well, that's just not good enough, is it? Presenting... the Atlesian Knight-200! (the doors to the cases roll up, and six new, bulkier, shinier automatons stand at attention before knocking their obsolete predecessors down to the applause of the watchers) Smarter, sleeker, and admittedly, a little less scary. (the robots flex and pose as a demonstration) These models will become active later this year, but they won't be alone! Now, the Atlesian Military has always supported the idea of removing men from the dangers of the battlefield. However, there are still many situations that will undoubtedly require... a human touch.

The last line draws Ruby's attention.

Penny: (nervously) Ruby..?

Ironwood: So, our kingdom's greatest minds, in cooperation with the Schnee Dust Company, are proud to introduce... the Atlesian Paladin!

Ironwood's image is replaced with the hologram of a robotic white behemoth, featuring hinged piston legs, large guns for hands, and a rectangular head, standing at least twice as tall as the Knights below it.

Ironwood: (voice only) Now, we couldn't have him here for you today, but these mechanized battle suits will be seen defending the borders of our kingdom within the year!

Ruby: (hunched in awe) Whoa...

Penny: (concerned) Ruby? Maybe we should go somewhere else.

At the side of the stage, two armored soldiers see Penny, pointing her out and calling in backup. Penny backs away and then breaks into a dead run, which snaps Ruby out of her weapon-awe-induced stupor.

Ruby: Penny! Wait! Where are you going?

Ruby turns to look back at the soldiers chasing after her friend, and realizing Penny's situation, swiftly follows her in an attempt to catch up down the winding alley.

Atlas Soldier: (gesturing to his partner) Down here! She went this way!

Penny and Ruby run across the street with the soldiers following them, though a honking car nearly runs one over. He manages to brace his hands against the hood, which somehow stops the vehicle, and his partner runs along after the girls.

Ruby is still trying to catch up with Penny, but a high stack of crates on a flimsy support is easily cut down by Crescent Rose, causing a wooden avalanche of boxes to block the path. Seeing Penny right ahead of her, Ruby leaps into the air and lands on the alley wall, ricocheting off to grab Penny around the middle.

Ruby: This way! (she grimaces before the two disappear in a flash of red and rose petals)

Ruby dashes away as fast as she can while carrying Penny, but the strain is too great, and they crash to the ground a short while later, with Ruby falling all the way into the street. She gets up slowly, and in her dazed state, she doesn't notice the large truck coming up from behind her until the honking is too late of a warning. She stands up just as she's about to be hit, but from out of nowhere, Penny pushes Ruby out of the way and holds her palms out.

In the split second where the two make contact, the ground beneath Penny cracks and crumbles into pieces, and the From Dust Till Dawn truck is lifted a little ways into the air by the girl's sheer strength. She puts it down, and the Shopkeep stares in awe at the crumples in his hood, just like the Huntress who got saved.

Ruby: (eyes wide, terrified, uncertain) Penny..?

Penny: (to the shopkeep) Are you okay?

Shopkeep: (nodding, obviously scared) Uh-huh... Penny backs away, looking at Ruby's frightened expression, then at the bystanders murmuring to each other in an attempt to understand what just happened. In her panic, she runs from the Atlas soldiers still chasing her down and bumps into Ruby, knocking the poor girl out of her stupor as her friend tries to get away again.

Ruby: Penny! Come back! (she starts going after Penny as the people look at the destruction Penny caused with her bare hands and the soldiers find they lost their target)

Penny: (coming to a stop once she gets out of the alleyway, looking around for where to run next) Um... Uh...

Ruby: (coming up to Penny, exasperated) Penny! Please! What is going on?! Why are you running? How did you do that?!

Penny: (nervous again) I-I can't! Everything's fine! (she starts to hiccup with each lie) I-I don't want to talk about it! (*hiccup*)

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

Penny: (retreating from her friend) No! No, no! You wouldn't understand...

Ruby: Let me try! You can trust me!

Penny: (she finally relents, coming up to Ruby's face desperately) You're my friend, right? You promise you're my friend?!

Ruby: (softly) I promise.

Penny: (silent for a second, then, looking down at her hands) Ruby... I'm not a real girl.

Penny shows Ruby the toll of stopping the truck that would have killed her: Parts of her palm's skin have ripped away, revealing the gray metal underneath. Penny stares sadly at Ruby's face, now completely astounded by her friend's secret as all she can simply say before the screen goes black and the credits roll is...

Ruby: Oh.