The Uncanny Penny

Chapter 5

Team RWBY used the Vale map on their scrolls to find out where the coordinates from the doll's note pointed to. The area was an abandoned military hangar that had since been used for warehousing.

"Looks like our anonymous tipster gave us a good lead," said Weiss. "This looks like the perfect place to store that amount of dust."

"Well now that we know where the dust is," said Yang, "how are we going to take it back?"

"It won't be that easy," said Blake. "I doubt Torchwick would leave that amount of dust unguarded, and even if he's a pushover, we've still got Nick to worry about."

"Actually, we might not have to worry about Nick," said Weiss. "I've got an idea to stop him from helping Torchwick."

"Really?" asked Blake.

"I remember that professor of his said he was helping Torchwick just for the money," explained Weiss. "Perhaps if we pay him just the right price, we can have him working for us instead."

"Are you kidding me?" said Blake in disbelief. "Your solution is to just bribe him? Is this how all Schnees solve their problems?"

"As opposed to what?" said Weiss. "Fighting an android with the power of an army? It's not like we can go out and get an android of our own!"

"Too bad the only one we know of vanished," said Yang. "So it looks like we either have to fight Nick and Torchwick's men, or go with Weiss' bribe."

"I'd rather go out fighting then to simply throw money at the problem like a corrupt corporation," said Blake.

"We don't have a choice," said Ruby, suddenly deciding to speak up. "It's not exactly the way I'd want to absolve this issue, but Nick is a serious threat we can't handle, so we'll have to go with Weiss' idea. Should that fail, then we'll go out fighting. Agreed?"

"Agreed," said Weiss.

"Same here," said Yang. Blake sighed. As much as she hated the idea, Ruby made a good point, and as leader of the team, Blake was willing to trust Ruby's judgment.

"Agreed," said Blake. "I'm going to go train. I'll meet you guys at the hangar."

Blake left the dorm to go train. Weiss left to make important phone calls. Yang was about to leave when she noticed Ruby sitting on Weiss' bed, looking at the doll that was left for them. Ruby had been looking at that doll the moment she picked it up and only stopped when she spoke up to decide what they would do.

"You've been staring at that doll for a while," said Yang. "What's up?"

"I think I know who gave us this doll," said Ruby.

"You think it was Penny, don't you?" asked Yang. "And now you're wondering why she couldn't tell you herself."

"I know why she can't tell me herself," said Ruby.

"Because she's still acting like an immature child?"

"Because she's scared of what I'd say to her. She probably thinks I'm mad or will say something hurtful again." Ruby sighed and flopped back, staring up at the bottom of her own bed. "If only I can find her myself, we could put this all behind us."

#

That night, Torchwick and his men were waiting outside of the abandoned hangar that served as Torchwick's unofficial headquarters. By the hangar were several trucks ready to deliver the dust to the ports. Right on time, a limo pulled up near Torchwick. As soon as Gainsboro and Nick got out, Gainsboro immediately went up to Torchwick.

"I am not in the mood tonight Torchwick," said a frustrated Gainsboro. "Let's get this over with and then never ask me for a favor again."

"Hey now, is that any way to talk to a customer?" said Torchwick, mocking Gainsboro's predicament. "I just might have to complain to your boss about your attitude."

"Go ahead, keep pushing my buttons," said Gainsboro. "I've got an android ready to obliterate you and your men at my command."

The moment Gainsboro made his threat, Torchwick held up his cane at point blank range of Gainsboro as several of Torchwick's men ran up to Torchwick's side with their weapons at the ready. Nick, as usual, simply stood back and observed what was going on.

"I would think twice before sicking your toy on us Gainsboro," remarked Torchwick. "Now, unless there are any questions, we can begin our operation."

"I have a question."

Everyone turned around to see Weiss suddenly appear. The rest of Team RWBY were hiding by one of the trucks, ready to jump in the moment Weiss' plan would finish.

"Not you again!" said Torchwick. "How do you people keep finding me?"

"Even I did not calculate for this," said Nick.

"What do you want?" asked Gainsboro.

"Calm down Mr. Gainsboro," said Weiss, "I'm not here to fight. I'm here to make a deal with you."

"A deal?" said Gainsboro.

"I know you have no interest in the dust. You're just here to make money, right?"

"What's your point?"

"My point is, if it's only the money you care about, than I'm willing to make an offer. After all, my family is one of the wealthiest in the world."

"And they're also the family who wants all their dust back," said Torchwick. "I know what you're up to little girl, and it's not going to work."

"What makes you say that?" said Gainsboro.

"Excuse me?" asked Torchwick, aghast that Gainsboro sounded like he was interested.

"She is right. I only care about getting a good payday out of this, and the Schnee family definitely has more money than your family."

"Are you stupid Gainsboro? She's only bribing you to get the dust back. Once she gets it back, what's to stop her from turning you in?"

"Our companies have worked together for years," replied Weiss. "I'm willing to look the other way and pretend all this never happened. All you have to do is get back in your limo and drive away."

"She may look the other way, but I still know your dirty little secrets Gainsboro! Imagine the firestorm when I reveal how Cadet has been screwing the Schnee Corporation!"

"Did I mention my family also has powerful lawyers whose services I'd be glad to offer for you?"

There was a moment of silence as Gainsboro was thinking about what to do; then he turned to Nick.

"Nick, you're more capable of decision-making than me. What do you think?"

"Considering Torchwick is now refusing to pay us, and the Schnee family's wealth and influence is indeed plentiful, the most logical choice would be to side with Schnee," explained Nick.

"Funny, I was thinking the same thing," said Gainsboro. A small smile was starting to form on Weiss' face. Everything was going exactly the way she thought it would.

"Sorry Roman, but I can't pass up an opportunity this golden. I'm afraid our business relationship will have to cease. We're leaving Nick."

"Understood Professor," said Nick.

"No!" yelled Torchwick. "Gainsboro, if it's money you want, I'll pay you! I'll even pay back what I owe for the last mission!"

"You had your chance Roman. Now if you'll excuse me, I've got weapons to build." Gainsboro and Nick turned around and started heading back to his limo.

"You old bastard!" yelled Torchwick. "Don't think you'll live for very long!"

Just as Gainsboro opened the door and was about to step in, he stopped himself and Nick. Gainsboro then closed the door and turned to Torchwick. Weiss was starting to worry. She wanted Gainsboro to just get in and leave so her team would only have to deal with Torchwick.

"That sounded like a threat to me," said Gainsboro. "On second thought, I've got an idea. Nick?"

"Yes professor?" asked Nick.

"Kill Roman Torchwick."

Roman was suddenly panicked at Gainsboro's latest order. Team RWBY panicked as well; as much as they didn't like Torchwick, they needed him alive for their own problems.

"Wait Mr. Gainsboro!" said Weiss. "That won't be necessary! I'll deal with Torchwick!"

"I appreciate your concern," said Gainsboro, "but this is now personal. Get him Nick."

"Understood professor," said Nick as two swords came out of his backpack and flew straight into his hands.

Before Nick can make the first move, Torchwick's men charged at Nick. It didn't take Nick much effort to easily block all of the men's attacks and knocking them away by himself. Weiss stood back to avoid the action, wondering what she was going to do; the rest of her team wondered as well.

"Darn it Weiss, do something!" said Blake. "If Nick kills Torchwick I'll never find out the truth about the White Fang!"

As soon as all of his men were disposed of, Torchwick started to turn tail and ran off. He didn't get very far as Nick quickly ran up and got in front of Torchwick, stopping him dead in his tracks. Torchwick held up his arms in defeat and slowly backed away from Nick.

"Nick, buddy, pal!" said a nervous Torchwick. "We're friends! Would you really kill a friend?"

"I do not have friends," said Nick. "An android of my design is not supposed to. I simply have a master and my orders."

"In that case..." Roman reached into his pocket and pulled out a dust crystal. "It was nice knowing you!"

Roman threw the crystal at Nick. Once the crystal got near Nick, Torchwick suddenly fired from his cane and made contact with the crystal, creating an explosion. The force of the sudden explosion caused everyone nearby to be knocked down; everyone but Nick, who hadn't moved a single inch from the blast, nor did he appear to have visible damage done to him. Once the dust cleared with him still standing, Torchwick was scared; this really did look like the end for him.

"It was nice knowing you too Mr. Torchwick," said Nick. Nick held up his swords in an X formation and charged at Torchwick. Just before he reached him, he was suddenly tripped by something wrapped around his ankle. Everyone turned to see what appeared to be a gun strapped to a black ribbon wrapped around Nick's ankle, and several feet away was its holder, Blake.

"You again?" yelled Gainsboro.

"I query the other two huntresses are here as well," said Nick. Sure enough, Yang and Ruby then showed up and stood by Weiss.

"Well this is a first," said Torchwick. "I'm actually glad to see you girls."

"We're not here to save you," said Blake. "I need you alive for my own reasons."

"So this was a trap after all!" said Gainsboro.

"Look Gainsboro, my offer still stands," said Weiss. "Just leave now and I will gladly pay you any amount to forget this all happened."

"I've got a better idea," said Gainsboro. "How about since I'm the one with the most powerful weapon here, I get to call all the shots! Nick, I order you to eradicate everybody here!"

"Understood Gainsboro," said Nick. Nick quickly untied himself from Gambol Shroud and stood up. "Whom should I start with?"

"Wait a minute!" said Ruby, stepping forward towards Nick. "You're seriously going to try and kill us?"

"That is what I was ordered to do," said Nick.

"But is that what you really want to do? Even after we've become friends?"

"It is a shame that I am ordered to kill you after meeting each other before. However, I am built to follow my creators orders without question."

"But-"

"Enough Ruby!" said Weiss. "He's not a human whose going to change his mind through some friendship speech!"

"You are correct," said Nick. "I am not a human. I am a Self-Sufficient Huntsman Automaton, Model-005, created by Cadet Security. I am to follow all of their orders without question. I have no emotions, feelings, or morality. Your friendship, while amusing to a degree, overall means nothing to me."

"Prove it Nick," said Gainsboro. "Take out the red one first."

"Understood professor."

Before they knew it, Nick suddenly charged straight towards Ruby. Nick raised his swords and slashed at Ruby, but the moment he made contact with Ruby, she suddenly disappeared into a pile of rose petals. Nick was baffled at what happened, then sensed Ruby coming up from behind. Nick turned around to see Ruby bring out Crescent Rose and swinging it towards his torso, hoping to cut him in half and end this fight quickly. Nick back flipped over the blade to avoid the hit. Once he got back on his feet, Ruby used her semblance to get up close and start swinging her scythe, using her bullets to swing effortlessly like a staff. Despite Ruby's quickness with Crescent Rose, Nick used his two swords to block every hit.

"Remarkable," said Nick. "Despite the use of heavy weaponry and a small body, you are able to retain a great sense of speed. Still not faster than me unfortunately."

While Team RWBY was now focused on Nick, Torchwick decided now was the best time to disappear before anyone noticed. As soon as the fight started, Torchwick got up and ran off with his men.

"Let's get the hell out of here!" said Torchwick.

"But sir, the dust!"

"No amount of dust is worth this trouble! Move!"

Torchwick and his men were soon gone from the hangar. Torchwick was upset to see all that dust disappear from his hands, not to mention the scolding he'd get from his master, but anything was better than dying at the hands of some weird kids and a robot.

Ruby and Nick were still fighting each other solo. Realizing she was never going to land a hit on Nick, Ruby stopped swinging to quickly come up with a different strategy. The moment she paused, Nick swung his right sword at Ruby. Ruby used her semblance and bullets to dodge Nick's attack. Using his own agility, Nick caught up to Ruby and swung his other sword, with Ruby dodging again. No matter how fast Nick was, Ruby was able to dodge Nick's attacks. After dodging several more times, this time Ruby got behind Nick after Nick made another swing for her. Nick was now caught in between Crescent Rose's blade and Ruby, and only had a split second before Ruby pulled the trigger and swung Crescent Rose to behead Nick. Being an android, a split second was all the time Nick needed as he ducked the blade just in time, only losing a few strands of his synthetic hair.

Nick jumped away to distance himself from Ruby and plan his next attack. Before he can think straight, he sensed someone coming up behind him at a rapid speed. He turned to see Weiss suddenly gliding towards him, trying to impale him with her Myrtenaster. Nick sidestepped to avoid being hit. Weiss stopped and switched her dust chamber to red dust, waiting for Nick to attack her. Just as she thought, Nick quickly ran to her and swung with one of his swords. Weiss blocked with her glowing red Myrtenaster, causing Nick's sword to bounce off her weapon so strongly it flew out of Nick's hand. Weiss then switched to white dust and began going on the attack, lunging her weapon quickly. Despite losing one of his swords, Nick regained his composure and used his remaining sword to block Weiss' thrusts. As he was blocking, he signaled his lost sword to come back into his hand. Back to having two swords, Nick was going to attack when he suddenly found himself stuck to the ground. He looked down to see he had been caught in one of Weiss' glyphs. While trapped, Weiss switched to light blue dust and formed a barrier of ice to encase Nick. Now completely trapped in ice, Weiss jumped into the air and used an air glyph to set herself up for the finishing blow. Switching to white dust, she charged at Nick. As soon as Weiss started to charge, Nick suddenly broke free of the ice and got out of the way of Weiss' attack.

"A combination dust and glyph user," said Nick. "Although you have a variety of strategies, I calculate all of them to be inferior."

Nick got into his stance and was about to charge at Weiss when he sensed something coming from above. He looked up and saw Blake about to throw Gambol Shroud at him. Nick used one of his swords to block Blake's first swing. Blake continued swinging at a distance, with Nick blocking all her swings. Blake then threw Gambol Shroud past Nick; Nick saw it as his chance to attack Blake. Blake then pulled Gambol Shroud back and tripped Nick. As Nick was falling back, Blake quickly ran in with her katana and sheath. Nick let go of his swords, placed his arms back, and sprung up high into the air and past Blake. Nick quickly called for his two swords back and ran at Blake. Nick swung at Blake, only for Blake to use her shadow clone to take the hit instead and get behind Nick to attack. Nick blocked Blake's blade with his left sword and then attacked with his right. Blake again used her shadow clone to take the hit and appear aside Nick to strike again. Nick was quick to block and counter again.

"Quite the deceptive trickster," said Nick as he and Blake continued to counter each other's attacks. "But it takes more than tricks to win a fight."

Nick swung and Blake dodged again. Nick expected Blake to attack again, but this time she vanished. Nick looked around to see where Blake went, not paying attention to Yang coming right at him. By the time Nick turned to see Yang, Yang punched him full force in the face, causing him to fall back several feet and drop his swords. Yang shot out of her gauntlets to quickly run and punch him again. This time Nick was ready, immediately getting back up and blocking Yang's fist with an open palm. Yang immediately punched with her other arm, only for Nick to block that with an open palm as well. Yang threw rapid punches at Nick, who blocked every punch with his hands.

"You have powerful offense," said Nick. "However, I can process your movements the millisecond you make them."

Yang continued to keep throwing punches until Nick began to grip Yang's fists, causing her to be trapped.

"What will you do now that I've cut off your attack?" asked Nick.

"Oh I don't know," said Yang, "this?"

Yang suddenly jumped and kicked Nick in the jaw, causing him to let go and nearly back flip to the ground. As Nick got up, Yang began shooting from her gauntlets. Nick jumped out of the way of Yang's bullets. Meanwhile, Blake began shooting as well. While Yang and Blake were keeping Nick busy, Weiss and Ruby were getting ready to execute their next attack. Ruby held onto Crescent Rose with her right hand and held Weiss's right hand with her left. Weiss formed a white glyph under herself and held it until the time was right.

"This could be the only shot we get," said Weiss. "So give it all you got."

"Gotcha!" replied Ruby.

Yang looked over to Weiss and saw she was ready. Yang gave the thumbs up to Blake to signal they were ready; Blake quickly threw a thumbs up as well. Weiss activated her glyph and started charging along with Ruby. Once she reached her max speed, Weiss threw Ruby forward. Ruby used her speed semblance to keep going at incredible speed.

Blake and Yang stopped firing and got away from Nick. Nick was deciding which one to go after when he suddenly heard Ruby coming up from behind. Nick turned around to see Ruby heading towards him at a speed even faster than himself. Without any time to get out of the way or counter attack, Nick threw up his hands and caught Crescent Rose by the blade. The blade cut into Nick's palms as Ruby's speed caused Nick to start skidding across the pavement, still standing and holding onto Crescent Rose. Ruby fired shots from her scythe to keep going as Nick continued to stand and use his strength to try and stop Ruby. With Ruby still going fast, Nick pushed the scythe above him and avoided being cut in half. Ruby stopped herself upon realizing her plan had failed. The other members were disappointed it didn't work as well.

"We almost had him!" said Yang.

"We need to come up with a new plan and fast," said Weiss.

Nick looked down on his hands. The synthetic skin was cut wide open, along with some of the exposed wires and chips in his hand. He could barely form a grip with his hands. As he was looking over the damage, Team RWBY surrounded him from a distance. He looked up and turned to face Ruby.

"I've underestimated the strength of your team," said Nick. "I query this will require my full capacity."

His backpack opened up and out came his eight other swords. Nick called the other two back into his hands. Team RWBY got into their stances, ready for Nick to start attacking one of them. Instead, Nick held his arms straight up and sent all but the two swords in his hands into the air. Team RWBY looked up to see the swords go high in the sky. It was nearly impossible to see them in the night sky. While everyone was looking up, Nick started to run away.

Weiss noticed Nick making a break for it and switched to her blue dust, then launched a series of dust shots that hit Nick and created small glyphs that prevented Nick from moving. Weiss then used another glyph to charge at Nick. Suddenly a sword came down from the sky in front of Weiss' path. It was too late for Weiss to react as she tripped and fell onto the pavement, stopping just a foot away from Nick. Nick quickly grabbed Weiss by the throat and lifted her off the ground. He grabbed Myrtenaster and tossed it aside, then slammed Weiss into the ground, nearly depleting her aura instantly. Before Weiss can get up and run, Nick kicked Weiss in the ribs and sent her rolling several feet.

"That's one down," remarked Nick. After seeing Weiss get taken out, Ruby tried to charge in and attack when a green beam of energy suddenly came down in front of her. Ruby stopped herself just before reaching the beam. Realizing they could be hit next, Blake and Yang both started to run just as two more beams shot down where they were standing. The beams started to chase after each remaining member of Team RWBY.

As they were running away, Yang user her gauntlets to fire shots at Nick. Nick easily blocked the shots with the swords in his hands. Nick then put his swords away and went after Yang. Nick jumped and threw a roundhouse kick at Yang, who stopped running and blocked the kick with her gauntlet. Nick continued throwing kicks at Yang, who was able to block all of them with her arms and legs. Yang was so focused on Nick's attacks that she didn't notice she was backing up right into one of the laser beams from above.

"Yang, behind you!" yelled Ruby. Yang looked behind her and realized she was moments away from being disintegrated. That distraction was all Nick needed to knee Yang in the gut, causing her to double over. Nick drove his elbow into her back, causing her to fall to her knees.

"You can't multi-task like I can," said Nick. "You're too busy trying to avoid my laser to fight me fully. Best you just stay down and give up."

Despite the immense pain she was in, Yang got up to continue fighting. Yang tried to throw a punch, which Nick easily dodged and countered with a punch of his own. Yang didn't stand a chance as Nick continued to throw punch after punch with lightning speed, then finished Yang off with an uppercut to the jaw, temporarily knocking Yang out. With two more huntresses down, Nick called off the beams and turned to Ruby and Blake.

"Now only two remain," said Nick. Using their semblances, Blake and Ruby charged at Nick at the same time. Nick signaled for all his swords to come back to him. Blake and Ruby swung their weapons at the same time, both of which were blocked by the sudden appearance of Nick's swords. Blake and Ruby continued to the swing their weapons at Nick, who couldn't be touched with his ten swords acting as a shield from all their attacks. Nick then sent four of the swords to fly behind Ruby and Blake to attack them. Ruby and Blake turned around to fight off the remote controlled swords. Ruby swung her scythe to knock the swords away, while Blake used her quick reflexes and her shadow clones to knock out hers.

Nick then signaled for all his swords to attack Blake. Blake was having to block so many swords, she might as well have been fighting several men at the same time. With seemingly no defense, Ruby went after Nick on her own, only for Nick to start running away. While Ruby gave chase to Nick, Blake was starting to get exhausted from having to constantly counter against the onslaught of remote swords. It wasn't long until her exhaustion had caused her to miss one swing, causing the sword to slash her. Soon enough all the swords began to slash at Blake, causing her aura to quickly deplete to near zero. Blake collapsed to the ground, gasping for air.

"And then there was one," said Nick. Ruby turned around and saw Blake had fallen. Nick called back all his swords. As usual, two went into his hands and the rest floated behind him. Ruby's heart started to beat rapidly, her knees shaking and her skin sweating. She was the only one left to fight Nick, and knew she didn't stand any chance of beating him on her own. Ruby aimed her scythe and started firing at Nick. Nick easily blocked the shots with his swords. Ruby kept firing until she ran out of bullets. She would never have the time to reload without Nick attacking her. Sure enough, the moment Nick sensed Ruby was out of bullets, he quickly ran up and shoulder tackled her to the ground.

Before Ruby can get up, Nick brought two of his swords down on Ruby's sides, impaling through her skirt and trapping her to the ground. He brought down two more swords that caught her robe near her waist, then two by each wrist of her arm to prevent her arms from moving, and one more through the hood atop her head. Ruby was now completely trapped by the swords.

"C'mon Nick, we friends!" said Ruby. "You don't have to do this!"

"Of course I do," said Nick. "That was my order."

"You don't need to follow orders! Can't you think for yourself?"

"In most cases, yes. However, I am programmed to obey my orders above all else."

One more sword appeared several feet about Ruby, aiming at Ruby's chest. With the others too injured to move, they could only look on as Nick was getting ready to kill Ruby.

"Stop this!" yelled Ruby.

"Farewell Ruby," said Nick in his usual cold demeanor. "It was nice to have met you."

Just when Nick was about to bring his sword down to impale Ruby, several swords suddenly impaled him from behind, preventing him from making another move. Everyone was shocked at what just happened.

"Where did those come from?" yelled Gainsboro. Keeping his cool, Nick looked down and noticed the familiar design of the swords sticking out of his body.

"These blades are similar in structure to mine," said Nick. "I query this is the work of Penny."

Everyone looked to where the blades had come from, and sure enough, standing on one of the trucks several meters away was Penny.

"Penny!" yelled Gainsboro. "What the hell are you doing?"

"Saving my friends!" said Penny. "Nick, retract your swords now!"

"I cannot," said Nick. "I have been ordered to terminate these huntresses."

"Let her go right now or I'll terminate you where you stand!" said Penny, taking two of her swords out of Nick and placing them in a scissor formation across his neck.

"That's enough Penny!" said Gainsboro. "I am ORDERING you to stop!"

"Not until you let my friends go!"

"Your friends?"

"She is referring to the huntresses you ordered me to terminate," said Nick. "Specifically, the one named Ruby Rose whom she-"

"I don't care about the details!" yelled Gainsboro. "Penny, cease what you're doing right now!"

"No!" said Penny.

"No? NO? You can't tell me no! That's an order!"

"I'm done following your orders!" said Penny. "I'm not some soulless robot for you to command!"

"What did you say?"

"I'm afraid her emotional programming has gotten the best of her," said Nick. "Penny appears to believe she is actually a human being."

"What would you know about what I believe in or not?" asked Penny.

"Based on my calculations and the data that has been presented to me, I have reached the conclusion-"

"Shut up!" said Penny. "Calculations...data...is that the only thing you can ever understand Nick?"

"It's what I'm programmed to understand," replied Nick, "and despite your emotional pleading, it is what you were programmed to understand."

"Enough of this stage drama!" said Gainsboro. "Nick, kill that girl now!"

"Make another move and I'll kill you!" replied Penny.

Nick took a moment to decide what to do. Nick signaled his swords to lift up from the ground and return to his backpack. All of Team RWBY felt relieved Nick spared Ruby.

"What are you doing Nick?" asked Gainsboro.

"I cannot carry out your order professor," said Nick. "The moment I move, Penny will cut off my weapons communications module to prevent me from completing the task."

Penny retracted the swords out of Nick and jumped off the truck. Gainsboro started pulling on the last bit of hair he had left on his head.

"You useless android!" yelled Gainsboro to Penny. "Who the hell do you think you are disobeying me like that?"

"Everyone claims I'm not real," said Penny. "They think I'm just some robot built to simulate human emotion. I'm not a robot. I'm not some soulless computer program. I'm not some advanced artificial intelligence whose only purpose is to do what it's told. I am a person! I have feelings, dreams, and desires! I am Penny! And I...I am real!"

"You are the worst mistake I have ever made!" yelled Gainsboro. "I was hired to create weapons, not some worthless junk pleading to be a real person! I'm going to an end to this once and for all! Nick, I order you to terminate Penny!"

"Understood professor," said Nick.

"You're going to have me terminated?" asked Penny.

"Once you're terminated, I can rebuild you the way you were always meant to be! No more of this emotional crap! Don't let me down Nick!"

"You don't have to worry professor," said Nick. "Despite the damage done to my system, I calculate that I am still superior to Penny. This is will not be long, although I advise you to leave to avoid being caught in the crossfire."

"Good thinking," said Gainsboro. "I'll be back once you're done with everyone here."

Gainsboro got back into his limo and drove off. Nick took two of his swords into his hands and had the rest float behind him, getting into his stance and focusing on Penny. Penny got her swords out, ready to fight Nick.

"So is this how it ends Nick?" asked Penny. "You're going to try and kill your own sister?"

"This is nothing personal Penny," said Nick. "I am simply following orders."

"Of course you are. That's all you're good for. Following orders like the soulless machine that you are."

"I do not deny that, considering it is factual. However, your tone of voice indicates that you are making it sound like a negative statement. Your emotional programming has truly made you an inferior model. I will have to, as the humans would say, put you out of your misery."

Nick rushed towards Penny, launching his other swords at her. Penny placed her swords in front of her as a shield. Each sword that Nick threw knocked one sword away from Penny. Penny was now down to two swords just like Nick. Nick got close and attempted to slash down at Penny. Penny quickly grabbed her two remaining swords and blocked Nick. Nick continued to slash at Penny with incredible speed, with Penny blocking just as fast. Nick and Penny continued swinging until they found their swords engaged against each other.

"At least your combat skills have not weakened," said Nick. "But what about your fighting strategies?"

Unbeknownst to Penny, Nick signaled for his other swords to rise up behind Penny and be pointed at her, ready to fly in and impale her from multiple sides. As the swords flew towards Penny, Nick thought he had Penny beat when she suddenly broke off from Nick and jumped up, leaving Nick opened to his own sneak attack. Nick jumped up to avoid being impaled by his own swords. Before he can regroup, Penny rushed in to start attacking Nick. Now Nick was the one going on the defensive.

"Forgot about all the training we did together?" said Penny. "I know how you think little brother."

Penny tried using her other swords to attack Nick from a different side, only for Nick to have one of his swords block for him. It was as if the swords had a life of their own and were fighting besides them as Nick and Penny focused only on each other.

While Nick and Penny were fighting, Team RWBY regrouped to where Ruby was standing.

"Are you all right sis?" asked Yang.

"I'm okay," said Ruby.

"Then let's get out of here," said Weiss.

"We can't leave!" said Ruby. "We need to help Penny!"

"How?" asked Weiss. "Nick is far more powerful than all of us, not to mention we're not exactly fighting at one hundred percent right now."

"Go if you want to," said Ruby, "but I'm staying whether you're with me or not."

"I'm not going if you're not going," said Yang.

"Me neither," said Blake.

"I'll stay," said Weiss, "but only if you have a plan that might actually work."

"I just might," said Ruby.

Penny and Nick continued to be evenly matched. Calculating that he needed to try something else, Nick jumped back several meters away from Penny. He sent his swords into the air and created several small beams to fire at Penny. Penny ran away from the beams and gathered all her swords into a circle, then tossed them up to knock down Nick's swords to break off the beams. Now without any swords, Nick charged after Penny. Before he can reach her, Penny shot two swords attached to her backpack to a nearby hangar, using them to escape from Nick at the last possible second.

Nick was about to go after Penny again when he was suddenly hit in the side of his face with a high caliber sniper bullet. The bullet only made Nick flinch. He turned to see Ruby firing from her scythe. In response, Nick threw up two swords and had them rotate very fast to create a shield against Ruby's shots.

"You do realize you are doing nothing more than wasting ammo," said Nick, before suddenly getting hit from the other side by dust shots fired by Weiss. Nick threw up two more swords to block Weiss' shots. He turned around and saw Blake firing from her gun and Yang firing from her gauntlets. He threw up his other swords to block their shots as well. "I'm disappointed to see that this is the best your team can do."

He turned his attention back to Penny, who aimed her swords at Nick and sent them flying after him. Nick was about to use all his swords to knock them away until he realized he was already using them to prevent Team RWBY from distracting him. As the swords came towards him he tried to swing with the two he had to hit them all at once, but he wasn't fast enough. He knocked two of the swords away, but was quickly impaled by the rest. Penny's swords impaled Nick throughout his whole body, preventing him from moving at all. Nick almost resembled a puppet from the way the swords stuck out and were controlled by Penny.

"I see now," said Nick. "Team RWBY was only a distraction to allow Penny to take advantage. An effective strategy that I did not calculate for."

Team RWBY were beginning to feel relieved thinking this fight was going to be over soon. Penny walked up to Nick as everyone expected Penny to finish him off.

"I query you'll be terminating me now," said Nick.

"No Nick, I'm not," said Penny, much to the surprise of everyone.

"Are you crazy?" shouted Weiss. "Now's our chance to end this!"

"Why will you not terminate me?" asked Nick.

"Because killing you means I would be no better than the other machines built by my former masters. I'm just going to remove your CPU to temporarily disable you."

"Correction: I cannot be killed. You cannot kill artificial intelligence; I will simply be rebuilt in a new body."

Penny sighed. "Of course you will. Something like you can never understand death. Goodbye Nick."

Penny went behind Nick and searched for the controls that would open Nick's CPU.

"You should have terminated me," said Nick. "Because of your emotions, this fight is not yet over."

Nick's shoulders suddenly opened up, and out popped two small orbs. The orbs suddenly exploded into an intense bright flash that blinded Penny and the others. The flash caused Penny to malfunction, retracting her swords out of Nick and falling to her knees. Now free from Penny, Nick ran away to hide. After recovering from the flash, Team RWBY went to check on Penny, still blinded by the flash.

"Penny, are you okay?" asked Ruby.

"Don't worry Ruby," said Penny. "I just need more time to recover. Where's Nick?"

"He's escaped no thanks to you!" said Weiss.

"Weiss, this is not the time to start arguing!" said Ruby.

"No, she's right," said Penny. "I screwed up. That's all I ever do."

"Screw up or not," said Yang, "we've got an android on the loose."

"You three go search for him," said Ruby. "I'll stay here with Penny."

The other three went out to search for Nick, while Ruby stood near Penny in case Nick was going to attack them.

"I'm sorry Ruby," said Penny.

"It's okay Penny," said Ruby. "Nick may have gotten away, but we can still win."

"Not about Nick; I'm sorry about our date. I-"

"We'll talk about it later. Just know that I'm not mad or upset about what happened, okay?"

"Are you really?"

Ruby placed a hand on Penny's shoulder and smiled. "Yes, really."

Meanwhile, Weiss, Blake, and Yang stuck together as they searched around the area for Nick. They walked back to back from each other, frantically looking every which way to make sure they weren't taken by surprise.

"Wait," said Blake. "I think I heard something over there." Blake pointed towards Torchwick's abandoned trucks. They ran over to the trucks and noticed one of the trucks get impaled from the top by Nick's swords. Standing on another truck was Nick. Using his swords, Nick started to lift up the truck.

"Oh you've got to be kidding me," said Yang.

"Shoot him before he has the chance to do anything!" said Weiss, immediately firing dust shots at Nick. Blake and Yang fired as well, but none of it did anything to Nick. Nick placed the truck over himself, then held his arms up to hold the truck himself. He turned towards the trio and threw the truck at them. The three of them quickly split up and avoided being crushed.

Blake turned to face Nick, but saw that he already disappeared. Blake quickly looked around to see where Nick was going to attack from. She heard something coming up fast behind her. She turned around and swung with her katana, only to realize it was only Nick's swords. About a second later, she was suddenly kicked in the spine by Nick. The force of the kick was so strong it knocked her right into another truck, taking her out of the fight.

The sound of Blake banging into of the trucks caused Yang and Weiss to find Nick. Seeing Blake seriously hurt, Yang activated her burning semblance.

"You're gonna get it now!" yelled Yang, slamming her fists together and causing her hair to stand up in flames. She charged at Nick and put all her strength into one punch. Nick simply held out his arm with his palm out and blocked Yang's punch. Despite Yang putting all her strength into it, all it caused was Nick to move back about a foot from where he was standing. Nick then grabbed Yang by the wrist and used his other arm to smash into Yang's forearm, causing it to break. The pain was so intense it almost caused Yang to scream her lungs out. Yang fell to her knees, using her free arm to keep her broken one in place.

Nick was about to kick Yang when a blue glyph appeared and blocked Nick's attack. Realizing he still had one more huntress to deal with, Nick turned his attention to Weiss.

"Yang, grab Blake and get out of here!" While Yang went to check on Blake, Nick gathered his swords and charged at Weiss. Switching to her light blue dust, Weiss created a line of ice to trap Nick's feet, preventing him from moving. She then switched to her white dust and created glyphs to jump over Nick and regroup with her team. The three of them ran for cover as Nick broke free of the ice.

Ruby watched and wanted to run over to help, but trying to help them would leave Penny defenseless. Ruby was conflicted on what she should do.

"Ruby, what's going on?" asked a still blinded Penny. "Are your friends okay?"

"They need my help," said Ruby.

"So why aren't you helping them?"

"Because then you'd be the one in danger."

"Ruby, go help your friends. I'll be fine on my own."

"Are you sure?"

Penny reached her arm out to Ruby. Ruby grabbed Penny's hand. Penny lifted herself up and smiled. "I'm sure."

Using her speed semblance, Ruby quickly ran to where Nick was. Nick saw Ruby coming and got out his swords to fight her. Ruby switched her Crescent Rose to its gun mode and fired a shot that propelled her sideways. Nick easily blocked the one with one of his swords and charged after Ruby. As he got close, Ruby fired another shot and propelled herself away from Nick. Ruby knew Nick was too strong to fight solo, so she planned on buying time for everyone else to recover by distracting Nick. Unfortunately for Ruby, Nick was quick to calculate what Ruby was up to. He turned to see where Penny was and noticed she hadn't regained her vision yet. The moment Ruby saw Nick turn towards Penny, she knew her plan was about to backfire.

"Penny, run!" yelled Ruby. Nick signaled his other swords to fly at Penny. Ruby tried to fire them out of the sky was too late. Penny started running as the swords were flying by her, barely missing her. It looked like Penny was in the clear until one of the swords struck her in the leg, causing her to fall down. With Penny unable to run, Nick was going to use his other swords to impale Penny. Ruby switched her weapon back to scythe mode and starting swinging at Nick. Nick quickly turned his attention back to Ruby and used the swords in his hands to block Ruby's swings. At one point Ruby swung downward; Nick held his swords up in an X to trap Crescent Rose between his blades, then threw Crescent Rose out of Ruby's hands. Ruby used her semblance to get behind Nick and grab her weapon back, but the moment she did, Nick got behind her and held his swords in the same X formation around Ruby's neck.

"You put up a valiant fight Ruby Rose," said Nick. "But I'm afraid you will now be..." Before he can finished, he noticed something coming from the corner of his eye. He turned to see a group of swords bunched up and coming for his head. Nick stepped back and avoided getting his head taken off. Nick turned to see Penny back on her feet and her vision fully recovered. Escaping from Nick, Ruby regrouped her team. Nick signaled for his swords to go back into his backpack.

"This is taking much longer than I had calculated," said Nick. "I query it's time for an alternate solution. Penny!"

"What is it?" asked Penny.

"I would like to query a proposal to you," said Nick, walking towards Penny.

Penny raised an eyebrow in suspicion. "What kind of proposal?"

"I have been ordered to terminate you and your friends, but I query it does not need to come to that. I know you care deeply for your friends' safety, so here's what I propose: Give up now and come back to the lab to get upgraded. I will allow your friends to escape unharmed."

"Upgraded?" said Penny. "You mean erased! I will not let them erase who I am and become anything like you! Never!"

"Understood," said Nick. Nick walked past Penny and continued moving for several more feet. He then stopped and turned around to face the hangar next to the trucks. "Inside that hangar is all the dust Roman Torchwick has stolen. If you will not accept my proposal, I have to end this another way."

Nick gathered all his swords in front of him. The swords pointed forward and began floating in a circle. Penny and Ruby were starting to get terrified; they knew this stance and what Nick was about to do.

"Oh no," said Ruby. "He wouldn't!"

"What is up to?" asked Weiss.

"He's going to blast the hangar with all the dust inside!"

The rest of Team RWBY let out a collective "WHAT!" Penny stood in front of Nick and tried pleading with him. "Nick! Don't do this!"

"I am ordered to terminate you Penny, and I have come to the conclusion that this is the only way how."

"But you'll destroy this entire hangar!"

"If that is what it takes to terminate you, then so be it."

The ground around Nick started to break apart as in between the swords, a large force of energy was starting to form. Penny started running towards the hangar.

"Everyone, all of you need to get out of here now!" said Penny. Penny gathered her swords and started to circle them in front of her, readying her own attack to counter Nick. "Get as far away from this place as you can! I'll hold Nick off! Hurry!"

"Like hell I am!" said Yang, getting up and running after Nick despite having a broken arm. Before Yang can even get close to Nick, a green lightning bolt suddenly shot from the swords and struck Yang, pushing her back. Blake and Weiss ran up to Yang to see if she was okay.

"Please go!" said Penny. "If you stay here you'll...you'll die!"

"We're not going!" said Weiss. "Besides, if Nick strikes all that dust, there's nowhere we'll be able to run anyway!"

Weiss used her glyphs to charge towards Nick, but was blasted back by Nick's energy as well. Blake threw her Gambol Shroud as a scythe and got the same result. They tried firing from their weapons, but none of it did any good as Nick continued to gather such a large amount of energy that the ground around him was starting to form a crater.

"Goodbye Penny," said Nick. "Hopefully your next build will go better."

Nick held out his arms and fired his giant energy beam at Penny. The force of the beam was so strong that it started to split the ground it hovered over. Penny immediately fired her beam as well, colliding with Nick's beam. The two started to repel each other near the middle, then Penny's beam slowly started getting pushed back by Nick's. Team RWBY can only look on from a distance, in disbelief at the sheer power these two androids were capable of.

Nick's energy was too much for Penny to handle. Nick's beam was overpowering Penny, causing Penny to be physically pushed back. Penny tried to focus more energy into her attack, but she was already giving everything she had and it wasn't enough. Penny continued to be pushed back until she was stopped by Ruby, who wrapped her arms around Penny's waist to help keep her still.

"Ruby?" said Penny.

"C'mon Penny, you can do this!" said Ruby.

"I can't hold out! Ruby, you need to run away!"

"I'm not leaving you Penny! I never leave my friends to die!"

Despite being held still, Penny was already at full power. Nick's beam slowly inched forward; it was only a matter of time before it would reach Penny and terminate her along with Ruby. Not sure if she'd ever get the chance, Penny decided now was the time to make amends with Ruby.

"Ruby, I'm sorry for what I've done," said Penny. "You were only trying to tell me the truth, and I overreacted and made you feel miserable. After the way I've acted, I don't deserve your friendship."

"Don't say that!" said Ruby. "You're one of the kindest people I've ever met, android or not. You deserve to have friends, and you...you deserve to be treated like any other human."

"Do you really mean that?"

"Of course I do Penny."

Ruby can hear her teammates begging Ruby to run away before she would be struck by Nick's beam and taken out for good along with Penny; but no matter what, Ruby was not going to leave. She was determined to stand by Penny to the very end. Penny couldn't let that happen. Ruby was too good of a friend to have her life thrown away like this. Penny decided it was time to do something drastic; the kind of thing only a human in love would willingly do.

"Ruby," said Penny, "you're the kindest person in the world. Anybody would be lucky to be your friend. Someone like you doesn't deserve to go out like this. That's why...I need to you get back.

"I told you I'm not-"

"GET BACK!"

Ruby was surprised to hear Penny scream like that. Ruby decided to let go of Penny; as soon as she did, hatches in Penny's arms and legs began to open up as they began to make a large whirling sound and absorb more energy into Penny. Ruby started to back away as to not get caught by whatever Penny was up to.

"Ruby!" Penny turned her head to face Ruby and smiled.

"Thank you for being my friend. I love you."

Penny turned back towards Nick, concentrated all the energy she had, and unleashed a more powerful beam. The force of the beam caused Ruby to fall down. Ruby sat up and saw the beam had suddenly enlarged to twice its size and easily overpowered Nick's. Nick couldn't believe he was suddenly outmatched.

"Impossible!" said Nick. "Where did this surge of energy come from?"

Penny's beam started to move towards Nick. Already at full power, Nick had no chance of possibly overcoming Penny's attack. It would only be a matter of time before he would lose.

"This isn't right at all! I've calculated our strengths! There's no way Penny would be able to overpower me unless..." A sudden realization came to Nick. He remembered about a feature built into Penny and himself that would result in something like this; a feature that was meant to be used as a last resort. With Penny's beam just moments away from reaching him, Nick closed his eyes and accepted his fate.

"It seems I've made a severe oversight in my calculations," muttered Nick to himself. "I did not think you would go that far to stop me Penny. So this is how much you love your friend."

Nick's beam gave out as Penny's beam cut straight through Nick, completely engulfing him as it shot through several of the empty hangars. A few moments later, Penny's beam dissipated. The area smelt of burnt smoke from the ground being torn apart. After venting some steam, Penny's arms and legs closed up. Penny's eyes then closed, her arms flopping to her sides and her swords falling to the ground. Ruby stood back up and got in front of Penny.

"You did it Penny!" said Ruby. "You stopped Nick!" Ruby noticed a drop of water suddenly come down from Penny's left eye. It looked like Penny was crying, shocking Ruby. "Penny, you're...you're actually crying!"

Ruby was waiting for Penny to respond, but Penny continued to just stand there with her eyes closed.

"Penny?" said Ruby. "Are you awake?"

Still no response. Ruby put a hand on Penny's shoulder and shook her a bit to get a reaction. Instead, Penny's legs suddenly gave out and Penny collapsed. Ruby got down on her knees and held Penny in her arms, leaning her head up. The back of her head was feeling very warm, almost like Penny was burning up. Ruby was getting worried.

"Penny!" said Ruby, shaking Penny slightly. "Penny, wake up!" The others walked over to Penny and Ruby.

"Something's wrong with Penny," said Ruby. "She's not waking up!"

"Maybe she's just exhausted," said Weiss. "That attack must have completely drained her."

"Can robots even get exhausted?" asked Yang.

"Then maybe she's in some kind of standby mode," said Weiss.

"Then how do we wake her back up?" asked Ruby.

Just then, the four of them began hearing what sounded like a faint raspy voice.

"I...query...," said the voice.

"Where's that coming from?" asked Yang.

"Guys...," said Blake, pointing to where Nick was standing. The others looked to where Blake was pointing and saw Nick. Or rather, what still remained of Nick that wasn't broken into pieces scattered all over the hangar. Amongst the pile was Nick's head, missing a part of his jaw and most of his synthetic skin removed. The only human looking features was his left eye, half his forehead, and a few strands of hair on his left side. The rest of his head consisted of his metallic skeleton.

"What should we do?" asked Blake.

"Bring him over here," said Ruby.

Blake went over to pick up Nick's head and brought him over to them.

"What's wrong with Penny?" asked Ruby.

"Place your palm on her forehead," said Nick. "How does it feel?"

Ruby placed her hand on top of Penny's forehead. It was really hot, like touching a car hood on a hot summer day.

"Ow!" said Ruby. "It's really hot."

"Then it is as I calculated," said Nick.

"What do you mean?" asked Ruby.

"First of all," said Yang, "can I ask how in the holy mother of Grimm did you survive?"

"Allow me to explain," said Nick. "As you can see, my body has been blown to useless scrap. That would give the indication that I have been terminated, or to put it in human terms, died. However, my CPU located in my skull remains functional. As long as my CPU keeps running, I cannot be terminated."

"Then what about Penny?" asked Ruby.

"Analyzing Penny's condition, I have calculated that her CPU has overheated to the point of burnout."

"Burnout?" Ruby started to get a sick feeling in her body from hearing that word.

"Are you saying that Penny is...?" said Yang, but couldn't bear to finish.

"The Penny you know has been terminated," said Nick.

"No...NO!" yelled Ruby. "Penny can't be dead! She can't!" Ruby held Penny close to her chest and started crying.

"Technically she's not dead," said Nick. "Her data has been transmitted and saved to our lab. There she can be rebuilt and upgraded-"

"Shut up!" yelled Ruby. "I don't want her rebuilt or upgraded or whatever the hell you want to call it! I want OUR Penny back!"

"I don't understand," said Nick. "You can have her back. She'll just be-"

"She'll be what? Upgraded so that she can't feel anymore? Turned into another soulless bastard like you? Whatever you build in her place, it won't be the real her!"

"What do you mean real her?" asked Nick.

"Penny...OUR Penny...she was real. She may have been an android, but her feelings...they were real. Just as she died, I noticed a tear scroll down her face. She cried; she really cried!"

"I query that the tear you saw was merely condensation from her overheating," said Nick. "No matter how realistic her programming, Penny was not real. I am not real. We are artificial intelligence."

"Real or not, she was my friend, and she loved me! Penny...loved..."

Ruby couldn't finish. Instead she held tightly to Penny and kept crying. The others could feel the urge to cry as well.

"Why?" asked Nick. Ruby stopped crying and looked at Nick.

"Why what?" asked Ruby.

"Why do you develop such feelings for an artificial being? We are nothing but programs to take commands from our masters."

"It doesn't matter. When you like or even love someone, it doesn't matter if they're real or not. What matters is that you care about them. Penny, as real or unreal as she was, she cared about me; and I cared about her. Nothing could change that."

"So you are saying that this act of caring can transcend the boundaries of real and artificial?"

"Of course it can."

"Then...I have truly miscalculated."

"Miscalculated what?"

"All this time I have pegged Penny as being an inferior model because of her uncanny ability to care. But if what you say is true, then I am the one who is truly inferior. I am not programmed to commit the act of caring. I am inferior."

"You're not inferior," said Ruby. "Of course you have the ability the care. It isn't something that can be programmed."

"So I can choose to care despite my programming?" asked Nick.

"Yes."

Nick took a moment to think about what Ruby had said. Despite not being programmed to care, feel, or judge, he can somehow perform these actions. The calculations in his mind told him it wasn't possible, but perhaps there was a variable beyond his understanding that somehow made it possible.

"Yes...yes, I believe I can commit this act of caring," said Nick. "Allow me to query a proposition."

"What proposition?" asked Ruby.

"If you truly care to have your version of Penny back, I know a way to do it."

"You...you can bring Penny back?"

"This better not be some kind of trick!" said Yang.

"It is no trick. Our lab saves all versions of our previous programming. Penny's original programming - the one in this model you have grown to care for - is still saved somewhere in our lab. Spare me and when I am able bodied again, I can find the programming and some spare parts to repair Penny."

"Can you really?" asked Ruby.

"Yes, but you must make sure to hide this body from sight at all times. You best go now. I have calculated that my master will be arriving here within the next minute."

"You had better keep your promise," said Ruby, picking up Penny and starting to leave.

"If you are correct in that I do have to ability to care, then I will keep my promise," said Nick. "Now throw me back into the rubble and go."

Blake threw Nick's head back to where his body was shattered, then Team RWBY ran off. As Nick claimed, about a minute later a limo pulled up with Gainsboro inside.

"Nick!" said Gainsboro. "What happened here? Where's Penny?"

"Penny had proven to be more difficult than I calculated," said Nick. "Despite her strength, I was eventually able to overcome her and blast her into oblivion."

"Oblivion? As in total oblivion?"

"As you can clearly see, not one part of her remains."

"My boss isn't going to like this...but oh well. Penny was always an inferior model because of that useless emotions program we gave her. I don't think we'll even bother creating a new one."

Gainsboro picked up Nick's head and got back into the limo.

"I'm proud of you Nick," said Gainsboro. "You've proven to be the superior model I always knew you were. You'll be repaired in no time."

"Thank you sir," said Nick.

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