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You will not hurt my friends!
—Penny Polendina

"Penny vs. Ace-Ops" is a battle that occurred in "Strings" where Penny Polendina fights the remaining Ace Operatives in the main Atlas Military Compound.

Preceding Events[]

James Ironwood forces Arthur Watts at gunpoint to hack Penny so he can force her back to his side and have her open the Atlas Vault as the Winter Maiden. While Watts is working, Ironwood detects an intrusion in the Atlas Military Compound and puts the base on lockdown.

Meanwhile, Ruby Rose, Weiss Schnee, Blake Belladonna, Nora Valkyrie, Penny Polendina and May Marigold sneak into the Atlas Military Compound. Upon their intrusion being detected, May splits off to secure an airship for their escape while the rest of the group break into Ironwood's office and, with the help of Pietro Polendina, hack the terminal to send a launch signal to Amity Communications Tower when Penny reaches Amity. Upon leaving the office, they are confronted by the Ace-Ops who attempt to coerce Penny to open the vault for them. When she refuses, they attempt to capture Penny by separating her from the rest of the group by locking them in Ironwood's office. They lure her out of the office and lock the door, leaving Penny alone against the Ace-Ops.

The Fight[]

Penny begins by using her Maiden powers to send a gust of wind push the Ace-Ops back. She intensifies the wind, forcing the Ace-Ops to use their Semblances: Harriet uses her speed to run against the wind; Marrow is thrown back but caught by Elm who uses her Aura Roots to keep her in place; and Vine uses his Aura Vines to hang on to the railings. Vine throws himself and lands behind Penny. Penny demands that they will not hurt her friends, before opening her Floating Array of swords.

Vine extends a vine to hit Penny, but she blocks it with her swords. Harriet then zooms out of the wind, which is still holding Elm and Marrow, and turns around to hit Penny at high speeds a few times. She is unable to defend herself at first, but she is able to use her robotic functions to predict Harriet's movement and hits her. Harriet lays on the ground while Penny is ready to finish her, but Elm uses Timber to release a powerful rocket at Penny, disorienting her.

She gets back on her feet to see Marrow running toward her. She attempts to slice him with her swords, but he jumps over them and her before hitting her with Fetch. This however only knocks her back and does not affect her too much, as she is able to see Harriet zipping toward her not even a second later. She dodges Harriet's attack and kicks her into the air before throwing her aside with her swords.

After that, she uses her Maiden powers to release tiny pieces of hail. This does not hurt anybody, but it just distracts Marrow enough for her to fly to him and kick him off the platform. Vine, however, catches Marrow with his Semblance and brings him back, then calls toward Harriet and Elm. Elm uses her Semblance to root herself in places and readies Timber. Harriet then flips onto it, and Elm launches Harriet at Penny. Harriet lands a few hits onto Penny, knocking her back. Penny then sending her swords at Harriet, but she dodges and blocks them and then backflips away.

Meanwhile, Weiss, Ruby, Blake and Nora are still trying to figure out a way to let them out of the office to assist Penny. Weiss' Arma Gigas Summon fails to do anything and disintegrates once it tries to charge at the electrified barrier. Weiss is enraged at the Ace-Ops' cowardice in all quadruple-teaming Penny, but Ruby expresses her hope that Penny can hold her own as she is the Winter Maiden.

Penny gets hit by Elm and knocked back a significant distance in front of Vine and the barrier. Vine jumps high and uses Thorn to attempt to hit Penny upon landing, but Penny dodges him and tries to attack him, but sees Harriet jump toward her. Penny blocks Harriet with her swords, sending her backflipping onto her feet. Harriet in turn blocks Penny's initial attack, but is unable to block her second one as she is sent back. However, Elm comes behind and grabs a hold of her. Penny's wind comes to a stop and her weapons fall to the ground, prompting the Ace-Ops to think they have defeated her. Harriet and Elm rejoice, and Vine is ready.

However, Penny blasts her magic outward with an even larger gust of wind, knocking everyone away once more. She calls for Marrow, who has recovered, and he throws Fetch at Penny, knocking her off of the bridge before she is able to do much else. She however flies back up, charging her swords' lasers, but Marrow catches his boomerang and uses his Semblance to freeze Penny in place midair. Vine uses his Semblance and drag Penny out of the air and onto the bridge, while Marrow keeps up his Semblance.

Inside the office, Nora exclaims that they need to get out. She then uses Magnhild to transfer all the electricity of the door into her body, supercharging her Semblance and leaving some electricity lying on her body. Her hair stands up on end and she hits the door with an enormously mighty hit.

The Ace-Ops are about to restrain Penny with a Gravity Bolas and Marrow is pleading for them to hurry up as his Semblance caused strain on him due to him using it on Penny midair. However, before the Gravity Dust on both ends can connect, the door Nora had slammed launched every last Ace Operative backward, freeing Penny. The electricity on Nora's skin embeds itself, forming many, many scars where she weakly declares her excitement before her Aura breaks and she falls unconscious onto the floor. Penny screams and runs up to her while Ruby, Blake and Weiss position themselves against the Ace-Ops.

General Ironwood had been watching the fight through a surveillance camera and curses, lamenting that the Ace-Ops lost their chance. He beings to tell all available squads to converge on the bridge, but Arthur Watts has a better idea.

Penny, Ruby, Blake and Weiss stand off against the Ace-Ops with a huge cloud of lightning hovering over Penny's team when the Ace-Ops receive the next order to which they comply. Penny's team charges at the Ace-Ops with Penny's swords being dodged by Marrow and Vine. Marrow charges at Ruby, Weiss and Blake while Penny engages Harriet. Vine decides that he will just take them out of the fight and knocks Team RWBY off of the bridge where they hang on until Ruby uses her Semblance to have them all get back on. Penny is still fighting Harriet who continuously parries her attacks, but Harriet manages to somersault behind Penny and takes hold of one of the swords. She pulls it off of Penny, causing Penny to groan in pain and Elm says that they all should go before the Ace Operatives leave one by one. Marrow takes one last look at Team RWBY and Nora before jumping off the bridge with the rest. Weiss and Blake are suspicious, but Penny rushes over to Nora, who is not in good shape.

Image Gallery[]

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