Penny Polendina frowned as she stared down street towards a group of fascinating people. And a strangely enticing Scroll signal, although she could not say why. Unknown to her, old code from one of her father's first full version of her artificial intelligence still scanned for certain types of communication packets.

She followed four girls and two boys, not even trying to hide her curiosity. The dark haired boy laughed at something the cherry-haired girl said.

"Tony! That wasn't fair," Ruby complained.

"No, he's right. Going to a bakery for lunch is not a good idea," Yang said. "I'm not going to let you make yourself sick on eating too many cookies."

The shriek of small thrusters grabbed Penny's attention and caused her to look around.

"All right. Let me grab my armor and your weapons," Tony said, walking to the closest alleyway. A few seconds later, he walked out wearing a backpack and carrying their weapons.

The young android walked up. "Salutation! Are you students here visiting for the Vytal Festival?" she exclaimed in a very cheery way.

The group of xi blinked, startled at her interruption. Ruby reacted first.

"That's right! Well, except for the visiting. We're from Beacon. I'm Ruby Rose," she said as she gave a cheerful wave.

"Yang Xiao Long. Nice to meet you," the blonde said as introduction.

"Weiss Schnee."

"I'm Tony Stark," he said in bemusement.

"Blake." After a long moment, she finished with, "Belladonna."

"I'm Penny Polendina! I'm here to represent Atlas during the festival," the new girl said.

Tony and Weiss shared a look as Ruby frowned as she tried to remember why the name sounded familiar.

"Oh, he's that guy that Tony mentioned that does work on Aura theory, right?" the cherry-redhead asked.

"You know my father?" Penny asked, surprised at that.

"Yes. Tony here is a scientist and inventor. He seems to be picking up on some of the things your father has published." Weiss studied the girl in front of her, finding her more interesting than a first glance would allow.

"That's very advanced science," Penny replied carefully.

"Yeah, he's even working on an Aura Amplifier," Ruby said in a bit too helpful of a manner.

"Oh? How long has he been working on his aura theory?" the gynoid asked.

Tony blinked and considered matters. "About a week."

"Tony, we need to get back to finding those guys," Blake said in a pointed way to him.

Ruby's stomach growled.

"After we eat. Come on, there's a cafe right over there. If Penny wants to join us, I suppose that would be okay," the dark-haired and mysterious girl said.

"Yeah, more the merrier. Um, I think I can afford a cup of coffee," Sun said, thinking over it.

"I'll spot you. Us blondes have to stick together," Yang told him.

"Bros forever. Except you are definitely a girl! I'm going to just shut up now," the monkey faunus said, wilting at the looks he gained from the team.

"You're funny!" Penny exclaimed with a huge smile on her face.

Everyone had at least a small smile on their faces, even the stoic Blake.

"So let's plan what we are doing tonight on the way," Tony said.

Night fell on Vale's docks as Team RWBYS and extras set themselves up to watch for thieves down the street from the docks. They currently sat at two tables with the remains of their coffee and drinks. Only Weiss tipping the girl heavily had kept them in their seats for the hours they waited.

"That wasn't a date, Yang," Weiss replied in a pissed off tone of voice. "Not that I'm averse to dating, Tony."

"Thanks," Tony said in a voice that oozed sarcasm. "Now I'm never going to date again." He didn't plan on dating any time soon, anyways.

"Don't worry, Tony! I'm sure we could date," Ruby said, which got a snicker from her sister.

"Ruby! You really are growing up," the blonde girl said as she tried to ruffle her sister's hair.

"No-no-no! That isn't what I meant!" Ruby babbled as she waved her hands frantically. "I mean we as in us. I mean like me and Weiss-"

"Weiss and I, you mean," the heiress corrected automatically.

Ruby's arms still flailed in her panic. "RIGHT! That! Weiss and I can date Tony. I mean any of us-"

"You heard them, Tony! You have to take them both out," the oldest girl said. Yang put her fist on her womanly hips as she stood with most of her weight on that leg. Butt out slightly and back arched into sexy pose #3.

"Oh? A double date? Are you okay with that, Tony?" Ruby asked, holding her arms in front of her in a suddenly shy manner.

"That isn't what double-dating means." Blake said and rolled her eyes.

Sun Wukong gave her a weirded out look.

"It's usually this big mess to try and go on a date with two girls at the same time." Tony looked a little worried.

"Nothing wrong with it. Polyamory, friendly dates are fine. I mean, you are going to be a gentleman, right Tony?"

"Uh, of course?" he replied as his armor buzzed slightly.

"It would probably throw off the paparazzi," Weiss said in contemplation, tapping her chin with her forefinger. She opened to check her scroll's message. A small, hard smile appeared on her face at the text message from her sister.

Tony had his own scroll open to read the update from Friday. "Guys, a bullhead is on the heading to the docks through the hole in the radar. And it doesn't have a transponder active."

Blake frowned at that. "Smugglers?"

"Let's go see! Ready?" Ruby asked as she hopped to her feet. "Go!" she rocketed down the road and up the side of a building.

In moments, everyone caught up to her, all with their weapons out or readied.

Iron Man kept up the passive sensor scan. "Six people, no load in the bullhead. I'm recording this for the police."

"Good idea," Weiss said as she rotated the dust chamber of her sword to ice for capturing crooks. Her right hand tapped the send button on her scroll and then slid it into her belt pouch.

"Hey, are those more guys in the shadows over there?" Sun asked, using his superior night vision to see into the shadows.

"Oh no," Blake said, her heart breaking just a little bit.

The bulky bullhead transport slowed and started to hover, the engines pointing mostly downward and kicking up dust. It landed with a roar and the engines cut out. In moments, its leader and crew walked down the boarding ramp.

"Well, come on! What am I paying you animals for? That dust isn't going to load itself," Torchwick said to the very obviously faunus in Whitefang garb.

"Tony, disable the bulkhead and hit the left flank with Penny. Yang, Blake, Sun; through the front. Weiss and I will take the right flank." Ruby looked at all of them as their weapons deployed. "GO!"

The bowler wearing villain looked up at the shriek of bootjets. "What is that?"

"EMP burst to the bullhead's computers, Friday," Iron Man said as he swooped in to bracket them in on one side. With a clank, he landed on the ground as Penny caught up.

Ruby and Weiss shot across the ground on the far side even as Blake, Yang and Sun charged directly in them.

"Hunters? No, kids. Red, it's been a long time," Torchwick said. "I see you brought your friends this time." Any minute now. Time to distract them until reinforcements arrive.

"Give it up, Torchwick. You aren't getting away this time," Ruby called out as she pointed her sniper rifle at him and the eight faunus with him.

"There's no hard feelings, is there darling? I mean, how would I know you were going to be reading a magazine at that dust shop-" he replied.

Blake cut him off, a clenched fist at her side. "Shut up!" She looked over at Weiss, then turned back to the thief. A tug on her ribbon removed her bow. "Why? Why are the Whitefang... the faunus working for a creep like him? He's treating you like you're subhuman!" she shouted.

Sun blinked at her in surprise at her back.

Weiss's mouth dropped open. "What?" she asked, the tip of her sword dropped out of position.

"Ooh, we have someone that cares," Torchwick said, a smirk on his face. "They work for me because we're on the same side. And it's mutually beneficial." And because she would kill them all if they stepped out of line.

Yang ratcheted shells into place for both arms. "Yeah, well your little scheme just went up in smoke, Torchy!"

The rumble in the distance got Torchwick to smile.

"Who said anything about little?" he replied. "Get them!" He then fired at Yang and Blake for being closest.

Two more bullheads flew over the bay, deploying their nose chain-guns.

Iron Man shot into the air, intercepting a stream of bullets from the bullhead. "Sorry, not going to hurt my friends today." Had repulsors shot out even as the others dove into action.

Weiss and Ruby surged into action. Sniper shots rang out as Weiss summoned a glowing orange glyph below them. "Now!" the platinum haired girl called out.

Weiss and Ruby shot forward to engage three Whitefang members in melee even as Yang, Blake and Sun all charged Torchwick. And found out he could fight all of them on even ground! Torchwick spun around and blocked sword, gauntlets and bo staff with ease. Then continued his blocks to pummel or shoot them. All while he strived to not show how hard he fought.

On the far side, Penny dashed forward to enter combat against the remaining Whitefang. Swords deployed from her backpack that seemed to float in midair with no support. And then then she proceeded to bludgeon any Whitefang near her in sweeping motions that intercepted the simple weapons of the grunt soldiers and their bodies.

Up in the air, Iron Man finished blasting the last bullhead's engines, sending it to belly flop into the bay's waters. He then shot down and slammed down to the ground on a three point landing. The whine of servos echoed his movements as he stood up.

"I'd surrender if I were you," Iron Man said.

The remaining Whitefang regrouped and charged the red and gold figure. And the four found out in two repulsor blasts, one haymaker and one bodyslam that yes, they should have surrendered.

"Where do I get one of those?" Torchwick asked as he carefully checked for escape routes. There.

"Sorry, I don't share my armor," Tony replied, even as he realized he lied. "With criminals, anyways."

"Really?" Ruby exclaimed loudly. You could almost see hearts in her eyes.

With that distraction, he dashed off in between Yang and Weiss, deflecting their attacks with little effort. He spun on a dime and shot into the air, then pivoted back to continue his escape.

"Watch out!" Iron Man shouted as he rocketed forward to catch the falling container before it could hit Blake, Weiss and Ruby. "Make some room."

They quickly got out of his way so he could toss the large shipping container out of the way.

"Oh, no!" Ruby exclaimed as she looked around. "We lost him?"

A hit sounded out in the distance and Torchwick sailed over wall to land at their feet. A moment later a woman in white and pale blue followed to land with elegance, her saber at the ready.

"Specialist Schnee?" Penny exclaimed and then started to hiccup.

Winter Schnee nodded to the girl. "We will discuss your unsanctioned outing later, Miss Polendina. Weiss, thank you for the heads up. I thought we would be able to get here before the fight, but we ran into a snag with Vale's air controller."

The sound of engines filled the air as five Atlesian combat fighters hove into view.

Then the police arrived to start processing the criminals.

Penny waved to them as she followed Winter to a dark sedan. She got into the back and sighed. It had been fun.