Participants Episode(s) Result
Penny and Ruby vs. Roman and White Fang "Black and White" Won
Penny and Ciel vs. Russel and Sky "Never Miss a Beat" Won
Penny vs. Pyrrha "PvP" Destroyed
Mantle vs. Sabyrs "The Greatest Kingdom" Won
Penny, Ruby and Harriet vs. Megoliath "Out in the Open" Won
Penny and Winter vs. Cinder "The Enemy of Trust" Draw
Penny vs. Ace-Ops "Strings" Draw
Penny and Maria vs. Cinder, Emerald and Neo "Amity" Won
Penny vs. The Hound "Dark" Lost
Penny, Team RWBY and Jaune vs. Cinder and Neo

"The Final Word"



Penny is an android created by her father, Pietro Polendina, with the aid of the Atlas Military and James Ironwood. Designed to be the first synthetic person capable of generating an Aura. Her abilities were to be presented on an international stage at the 40th Vytal Festival in Vale.


Arrival in Vale

Weiss Schnee accidentally knocks over Penny while chasing after Sun Wukong in an alleyway in Vale. She greets them while still lying on the ground and remains there until Yang Xiao Long prompts her to get up and introduce herself to Team RWBY. They are all a bit weirded out by her mannerisms and begin leaving, with Ruby Rose off-handedly calling her "friend" as a parting gesture.

As they begin walking away, Penny suddenly appears in front of them, much to their shock, and inquires about whether she and Ruby are really friends.

When Ruby nervously agrees (against her other teammates' judgment), Penny instantly becomes very excited and overbearing at the thought, creeping the team out further. After she mentions that she is there to fight in the tournament, Weiss starts interrogating her about Sun and makes an off-handed remark about him that annoys Blake Belladonna. This remark eventually leads to a full-blown argument between Weiss and Blake as Penny, Ruby and Yang watch on.

The next morning, Ruby, Weiss, and Yang are looking for Blake when Penny randomly and inexplicably appears before them and offers to help Ruby find Blake. While Penny is talking to Ruby, Yang and Weiss vanish, leaving Ruby alone with Penny. Penny spends the rest of her day asking Ruby questions about Blake's relationship while they try to find her.

Ruby tells Penny that she and Blake are friends, but that she is not so sure what Blake is, as she had been keeping a secret from them. Penny replies that she does not have many friends and that if she did, she would want them to talk to her.

At nighttime, Ruby sees a nearby explosion at the harbor, prompting her and Penny to go investigate. There, they find Blake and Sun fighting Roman Torchwick. Ruby prepares to fight, but as she is warning Penny to stay back, Roman shoots her with an explosive projectile.

Angered by this, Penny steps forward to face Roman, despite Ruby trying to dissuade her. Penny reveals her weapon - Floating Array - a collection of identical swords that she controls with puppet strings, and leaps into the fray, defeating numerous White Fang goons. Two Bullheads open fire on Penny, but she deflects the bullets with her swords and anchors two swords into a nearby wall to pull herself out of firing range.

She then shifts her swords into a blaster-like configuration, forming a massive beam of energy that takes out the two Bullheads. The third Bullhead attempts to escape with a Dust shipment, but Penny embeds her swords in its side and pulls the Bullhead to the ground using the attached strings, much to Ruby's amazement.

Penny with her new friends.

After the battle, Penny is seen sitting cross-legged on a crate when Yang and Weiss arrive, but mysteriously vanishes while the others are talking. She is later seen in a nearby car talking to an unnamed man, who assures her that her time will come.

Episodes Covering These Events

Team RWBY's Investigation

You dropped this

When Ruby drops her Scroll trying to get a picture of the Cross Continental Transmit System Tower, Penny picks it up, unaware it belonged to Ruby. After realizing this fact and Ruby addresses her in shock, Penny hesitates while Ruby begins to rant about Penny's sudden disappearance at the docks. Penny nervously feigns ignorance, stating her confusion, as an abrupt hiccup shakes the Scroll out of her hands, and retreats hastily. Ruby pursues Penny down the flights of stairs on the tower grounds, trying to get answers as to Penny's absence, to which Penny continues to act as if nothing happened.

It is only after Ruby stops Penny at the bottom of the stairs, explaining the worries she has involving the people they fought and their intentions and asks Penny to tell her as a friend, that Penny sighs in acceptance. After a quick scan of the grounds, Penny walks up and whispers that it is unsafe to talk there. Shortly afterward, Penny anxiously waits at a café within the city, where Ruby meets up with her.

Later, Penny walks with Ruby down a city sidewalk, stating she would like to help Ruby out with her investigation, but cannot because she does not know who she fought. Ruby interjects about her disappearance, asking if she was kidnapped, to which Penny alleviates her fears. Penny then tells Ruby she had never been to another kingdom before and was asked not to venture far by her father, out of loving protectiveness, a sentiment Ruby says she is all too familiar with.

Penny worriedly waits for Ruby

When asked why she could not tell Ruby or her friends of her safety, Penny states she was asked not to talk to anyone by someone other than her father. As they reach the end of the city block, their conversation is interrupted by a demonstration of the new Atlesian Knight-200's and the Atlesian Paladin-290 promotion from afar.

While Ruby watches the demonstration in awe, Penny nervously attempts to get Ruby's attention, but to no avail. When Penny finally states they should go somewhere else, both are spotted by two blue Atlas Soldiers positioned near the demonstration, prompting the two girls to flee. When they make it a considerable distance from the soldiers, Ruby spots another alley opening; she then wall-runs to catch up to Penny and grabs her. Telling Penny to hold on, Ruby uses her speed to launch both through the alley, though this ends up taking more energy than she anticipated, resulting in her collapsing at the end of the alley.

Though Penny lands safely in the alley, Ruby's momentum carries her into the middle of the road, where a "From Dust Till Dawn" storage truck almost runs her over. However, Penny lunges out, pushing Ruby out of the street and stopping the truck in place with her bare hands. Penny asks if the driver is okay to which he responds affirmatively. She then turns and finds Ruby staring at her in shock at what transpired, while a group of people gathers at the scene. After looking at her hands, Penny sprints past Ruby in a panic. Ruby tries to chase her down, while the soldiers are held back by the group of people crowding in the street.

"Ruby... I'm not a real girl".

Penny finally stops at a clearing, still in a panic. When Ruby finally catches up to her and begins to ask what happened, Penny states everything is fine, hiccupping as she does so. She tells Ruby she does not want to talk about it, insisting that Ruby would not understand.

However, as Ruby persists, Penny eventually turns to her, asking if she was really her friend. When Ruby responds affirmatively, Penny shows her hands to Ruby, showing large portions of the skin torn away revealing a metallic structure underneath. She explains she was made, rather than born, as the first synthetic person capable of generating an Aura. Though Penny does not consider herself to be a real girl, Ruby reassures her that this is false, that she still has a heart and soul regardless of what she is made of. Overjoyed at Ruby's response, Penny tightly hugs her for being a best friend.

When Ruby remarks on how her father would be so protective, Penny releases Ruby, explaining her father was the one who built her with help from James Ironwood, and that the soldiers chasing her were only trying to protect her. Penny also states one day she would have to save the world, but is not ready yet. She states that this is why her father allowed her to visit other kingdoms, meet new people, and participate in the tournament in order to learn and test herself. However, when Ruby asks why the world needed saving, noting that they are in a time of peace, Penny states that Ironwood believes otherwise.

When the soldiers close in on them, Penny decides to hide Ruby, grabbing and throwing her into a nearby garbage bin. Penny tells Ruby she will be fine since the soldiers are not bad people, but asks that Ruby keep her promise to not tell anyone else about her secret. After Ruby promises, Penny closes the lid on the bin just before the soldiers finally catch up to them in the alley. As the soldiers ask why she ran and who she was with, Penny feigns ignorance, saying she was all by herself, followed by another hiccup. After being lectured and showing her torn hands to the soldiers, Penny leaves with the soldiers.

Penny appears at the dance in a dress, where she is flanked by two Atlas soldiers and is dancing to herself. Penny later dances "the robot" with one of the soldiers.

Episodes Covering These Events

Vytal Festival Tournament

Penny waves to Ruby

Penny is seen following General Ironwood as he stops the fight between Winter Schnee and Qrow Branwen. She curiously watches the unfolding drama in the Beacon Academy courtyard. After the commotion is finished, she briefly smiles and waves to Ruby before leaving with Ironwood and Winter.

Penny is revealed to be competing for Atlas in the Vytal Festival Tournament, alongside her team. After her team successfully progresses past the team round, Penny and Ciel Soleil are selected to represent them in the doubles round. Penny is briefly seen on Cinder Fall's Scroll as Cinder rigs the next match of the doubles round.

Penny and Ciel fight against Russel Thrush and Sky Lark of Team CRDL. Penny uses her swords to lift Russel and Sky into the air on the rocks they had taken cover behind and slam them into the ground, knocking both of her opponents out.

After the match, Ruby finds Penny to talk again after their brief meeting in front of Beacon. Penny rushes for her, slamming her to the ground before introducing her to her teammate. Ciel gives them a minute to talk. Ruby asks if she is Penny's friend, and Penny affirms this but also notes that Ciel is ordered to accompany Penny. Ruby asks if Ciel knows Penny is a robot, but Penny responds to the negative, saying General Ironwood does not want anyone to know. Penny remembers a moment when a magnet almost exposed her, forcing her to wear a hat for a while to conceal it.

As their minute expires, Penny tells Ruby that she wants to stay at Beacon, but Ruby tells her it would be impossible to convince Ironwood or her father. Penny tells her she has a plan to convince them.

Penny's lifeless body

Penny moves onward to the singles round, where she competes against Pyrrha Nikos. While the former greets her happily, the latter does not respond. The fight appears to be going in Penny's favor, who manages to momentarily disarm Pyrrha with a relentless onslaught of swords and lasers. Pyrrha manages to hold her own using her polarity Semblance.


As the fight continues, Emerald Sustrai, watching from the crowd stands, uses her hallucination Semblance to multiply the number of swords by the dozens in Pyrrha's view. Pyrrha attempts to use her polarity to throw back the swords, but she uses far too much force due to the sheer number of them that she sees. As a result, the wires wrap around Penny and tear her apart. Ruby witnesses the aftermath of the incident, and upon seeing Penny's lifeless body, falls to her knees and breaks down in tears.

Episodes Covering These Events

Attack on Beacon

In the ensuing chaos of the Grimm invasion of Vale, a giant Nevermore attacks Amity Colosseum. Penny's remains are blown away by the Nevermore, but Ruby uses one of her swords to fight off the beast.

Episodes Covering These Events


In the destroyed village of Kuroyuri, Jaune Arc tells Ruby the way she handled Penny's death is one of the reasons for her giving him, Lie Ren and Nora Valkyrie courage.

Later, Leonardo Lionheart says all of Mistral was affected by seeing her death.

Episode Covering These Events


Penny Poledina, protector of Mantle

Although her body was badly damaged, Penny's core was recovered from Amity Colosseum and placed in a new body. This new body includes abilities such as flight without the use of her jetpack, and powerful energy weapons, which she used to assist team RWBY, JNPR, Oscar and Qrow in fighting a pack of Sabyrs in Mantle.

After Ruby's Group is arrested by the Ace Operatives and have their names cleared, Penny, along with Winter Schnee and Ironwood tell the group of his new plan which involves updating the communication systems of Remnant through Amity Colosseum and revealing the existence of Salem to the world, showing RWBY's group an image of the Amity Communications Tower.

Ironwood assigns Ruby's Group their first mission in Atlas: to secure the Schnee Dust Company Mine #2 alongside the Ace-Ops, which will serve as the launch site of the Amity Communications Tower. The mine itself had to be cleared of Grimm, particularly a Geist that has managed to evade the military's initial sweep. After their success, James, Winter and Penny Polendina have the two student teams gather at Amity Colosseum, where they promotes the teams to official Huntsmen and Huntresses, much to their surprise, throwing the students a small celebration party before taking their leave.

Penny aids Clover

During a mission, Penny, Clover Ebi, Ruby, and Qrow's transport is stopped by Robyn Hill and her Happy Huntresses. Robyn questions what supplies supposedly destined for Mantle's wall are doing so far away. When Clover tries to brush off her concerns, Robyn reveals that she knows Amity Arena is at the Schnee Dust Company Mine #2 and questions its attention in light of the length of time before the next Vytal Festival. Ruby tries to justify the project without disclosing details, but Clover stops her, leading to a stand-off.

Robyn remains steadfast as all involved reach for their weapons when Penny presents herself and warns Robyn that the two Huntresses at the rear of the transport should desist. Joanna Greenleaf and May Marigold, who had been invisible, become visible. Robyn complies with Penny's request and Clover wishes her luck in her bid for Council.

Episode Covering These Events

Massacre at the Mantle Warehouse


Following Jacques Schnee's announcement of having "been forced" to close down non-essential Schnee Dust Company facilities, Marrow Amin and Penny were tasked with making sure the elections for Mantle city council went smoothly, as bodyguards for Robyn Hill.

At the party, Penny greets Ruby, Nora, and Ren, and when she asks where the others are, Nora insinuates a romantic relationship between Blake and Yang, a notion Ren rejects, both using language that suggests their own relationship as well, furthering their argument. Ruby and Penny decide to leave them be, then find Marrow who reminds Penny she is working and not going out with friends. The election party Robyn chose to attend is crashed by Tyrian Callows, who massacred partygoers and framed Penny for murders, putting the blame on Atlas.

The Happy Huntresses and survivors attack Penny, Marrow, Ruby, Ren, and Nora, though escapes once Marrow freezes them with his Semblance, his attempts to help being ignored. Penny and the group left, swearing the attacks weren't being staged by Atlas. Penny, dumbstruck, returns to Atlas to find Pietro, leaving the rest of the group to clear waves of Grimm arriving in Mantle.

Penny recovers from the massacre

Following this, Penny returns to Pietro's Lab and cuts herself off from the others, being comforted by Pietro. As Penny recharges her systems in the lab, Ruby talks with Pietro about Penny's recovery from the trauma of the party. Pietro states that the footage of Penny was taken from previous incidents of her around Mantle. Pietro says that whoever was responsible for the Fall of Beacon would be able to break into Mantle, but that Atlas has been upgraded. Weiss asks who might be able to break into Atlas, to which Pietro replies that it would include systems Weiss points out would be controlled by the Schnee Dust Company. Pietro expresses his concern about Penny; Ruby states that if she's dismantled, she can be reactivated. Pietro reveals that Penny's Aura is in fact part of his.

Penny returns to Atlas Academy, and with Winter, shows Ironwood an invitation to dinner, hosted by Jacques Schnee, at which Ironwood will be defending his seat.

Episode Covering These Events

A Banquet at the Schnee Manor

Penny, preparing to defend Ironwood if need be

Winter later attended the dinner at the Schnee Manor, as one of Ironwood's main witnesses to give evidence in defending the general's seat in the council. There, Jacques manipulates the council by lessening their trust in Penny, rhetorically asking if she's now under control despite knowing the footage had been doctored.

After Winter has an outburst due to Jacques' manipulations, Penny finds her standing in a hallway, attempting to calm herself down. There, the two of them have a talk about emotions and speaking from the heart. Winter tells Penny she wouldn't understand her reaction, to Penny's dismay, having taken it as not being an emotion she would feel due to a lack of humanity. Noticing this, Winter corrects herself by explaining she should have stayed in line and repressed her feelings given how many bad memories the Manor itself holds. Unable to understand Winter's reasoning, Penny resigns that she doesn't understand and goes back to the dining room.

Episode Covering These Events

The Battle of Mantle

Penny, Hare, and Ruby face the Alpha Megoliath

Meanwhile Arthur Watts, using Jacques' council credentials, hacks into the Mantle heating grid and deactivates the heat throughout the city, freezing the citizens. The public assume Atlas to be freezing them out and cause a huge riot and fire in the streets, attracting a massive Grimm invasion.

In Mantle, the Huntsmen split up into teams of 3 to help as many civilians as possible, with Penny being on a team with Harriet Bree and Ruby. As they battle the Grimm, Ironwood releases a broadcast to Mantle and Atlas revealing the existence of Salem, her associates and their responsibility with their attacks on Beacon, Mistral and Mantle.

As the night continues, Ruby's team escort their group of civilians to the nearest landing zone when they are attacked by a Megoliath Alpha. Ruby attempts to activate her Silver Eyes but is unable to concentrate in all the chaos. Instead she comes up with a plan to have Penny burn off its tusk with her lasers, Ruby cuts it off with her scythe and impales the Grimm with its own tusk. This plan works perfectly and the two succeed in evacuating their sectors civilians.

Episode Covering These Events

Fallout with Atlas and Ascension

During the Battle, Penny receives a transmission from Ironwood, where she meets with Winter at the Atlas Medical Facility, having been ordered to help Winter claim the powers of the Winter Maiden from Fria, effectively cutting the Maiden's life short. As they approach the room, Penny and Winter receive word of Salem's impending arrival and Ironwood's plan to raise the city of Atlas further into the sky. Penny is worried over the news of James' plan to leave Mantle to die, though Winter defends his actions as making the hard choice for the rest of the world so that they don't have to make it.

Winter and Penny discuss Ironwood's choice and their humanity

Penny and Winter prepare Fria for the transfer of her powers while discussing how to deal with emotions and how it makes them human. They hear rumblings across the Medical Facility, and Winter hurries out into the now darkened hallway. Winter narrowly avoiding her fire blast, and manages to go back into the room and lock the door and draw her weapons only for Cinder to instantly destroy the sealed door to challenge the duo for the powers of the Winter Maiden. She smugly approach the two as she stated how "lucky" she was to have found not only the Winter Maiden but also both of Ironwood's "puppets".

Penny recognizing Cinder as the mastermind for the Fall of Beacon and the person who engineered her first "death", proceeded to question Cinder on her involvement. Cinder then condescendingly and simply state that her death was "unfortunately temporary" and then proceed to threaten her to step aside and let her claim the Maiden powers for herself, otherwise there will be no parts left of her to be salvaged. Undeterred by the Fall Maiden, Penny thus then defiantly brings out her weapons and declare her intentions of fighting against her and stop her quest for power.

Cinder is enraged by Winter and violently drags both the Schnee and Penny outside

Penny and Winter begin to attack Cinder, who easily out-duels them in the fight, while venting her frustration to Winter about how the Atlas elite such as herself hoards power from others causing people to hunger for it, including herself. She declares to the two she refuses to starve. Cinder becomes enraged, violently takes the fight outside of the building in a fit of anger. There, she breaks Winter's Aura and returns to the facility while Penny saves Winter from falling to her death.

Once inside, Cinder opens the Aura transfer pod containing Fria and attempts to steal her Winter Maiden powers. However, Fria forces her to retreat by using her Maiden powers to unleash a massive freezing whirlwind. Without her Aura, Winter is unable to safely enter the room, so Penny enters in her stead and calms Fria.

With Fria's whirlwind gone, Winter is able to enter the room and cuts off Cinder's Shadow Hand to stop her from stealing Fria's powers. Although the arm grows back, the agony is enough to cause Cinder to direct her rage toward Winter. Cinder begins to ruthlessly beat down on Winter, severely injuring her to the point of her clothes being left in tatters and heavily bruising and scarring the specialist. Meanwhile, Penny takes Fria's hand and inherits the Winter Maiden powers. As Cinder is prepares to kill Winter, she notices Penny has claimed the powers of the Maiden, and is enraged. Readying to attack Penny, Cinder is forced to flee upon seeing Ruby and Weiss, due to a fear of her Silver Eyes.

The New Winter Maiden

After the light fades, Ruby notices Cinder is now missing, and asks Penny what happened, to which Penny replies that Fria is gone. Winter angrily corrects her with a glare, saying Fria is a part of Penny now. Winter then sits herself up, advising the three to surrender to Ironwood's orders, or to run. Weiss begs her not to, pleading to her sister that she needs help. Winter screams at Weiss, telling her she's giving her younger sister a head start to escape. Winter calls for help from Atlesian personnel, and Weiss tells her everyone needs to carve out their own path. Maria Calavera arrives in her Manta airship, where Yang Xiao Long steps in to help. Ruby, Weiss, and Penny leave Winter and Fria's corpse, escaping the city of Atlas.

On the airship, Ruby and Weiss comfort Penny, until they intercept a broadcast from the military; Salem has arrived.

Episodes Covering These Events

Atlas Military Infiltration Mission

Now fugitives, Ruby's Group finds Oscar Pine in Mantle's slums and takes to hiding with the Happy Huntresses in the city.

Joanna Greenleaf requests that the group help evacuate the rest of Mantle into the crater before nightfall so that they can better protect everyone and keep people from freezing to death. This leads to Yang and Ruby having a disagreement on how to proceed. Ruby wants to finish the Amity Communications Tower and warn the rest of the world about Salem before she moves on from Atlas, but Yang believes Ruby's plan is impossible due to the tower needing permission from one of Ironwood's two terminals to launch. As such, Yang would rather focus on evacuating and protecting the citizens of Mantle. Through Jaune Arc's suggestion and Oscar's reassurance, the group splits into two teams. Jaune, Oscar and Lie Ren side with Yang, while Nora Valkyrie, Penny, Weiss and Blake side with Ruby.

Penny and Ruby discuss the divide

While Ruby's group gets ready to infiltrate the military base at the bottom of the City of Atlas, Ironwood calls Penny via Scroll and attempts to convince her to return to him. Angered by their refusal to cooperate, he tells her and Ruby that everything will be on their hands if Salem manages to attack Atlas.

The group then follows May Marigold to a building owned by Snow Snow Shipping, a Schnee Dust Company subsidiary, to use their pneumatic tubes to get to Atlas. There, Penny expresses to Ruby her discomfort with going against Ironwood's faction and with her new role as the Winter Maiden. Weiss finds the correct tube and explains how to use it, only for Nora to launch her prematurely.

Atlesian Command Center. They use May's Semblance of invisibility and Penny's directions to reach Central Command, where Penny uses Pietro's credentials to enter. May objects that she cannot get them through, but Penny explains that Ruby's Semblance should be able to carry all of them.

Penny vs Ace Ops

Elsewhere, Watts – now working for Ironwood – notices the apparent login by Pietro. The compound goes into lockdown, blocking the infiltrators' exits, but May points out a hangar. May trips an employee carrying coffee, giving Ruby the chance to rush the others past as Penny suggested.

Penny allows herself to be controlled remotely by Pietro, who enters the necessary commands, while Blake worries about the split between Ruby and Yang. There, Pietro says that Penny will mimic the Atlas terminal to launch Amity Communications Tower, and that she should remain on it despite her misgivings about abandoning Mantle. Despite Penny's refusals, she is convinced to do so by Ruby.

As they leave, five of them are confronted by the Ace Ops, who want Penny to surrender the Relic of Creation to Ironwood for safekeeping. Goaded into a fight, Harriet Bree seals Penny in a different room from the other four, and the Ace Ops battle the new Maiden, briefly subdue her. As Team RWBY breaches the door, the Ace Ops are given an order from their superiors. With this, Harriet cuts one sword loose from Floating Array, and the Ace-Ops retreat with it. The five of them go to the hangar, where May has already stolen a ship. May rams the ship through the sealed hangar door; Penny says goodbye to the others and flies away.

Episodes Covering These Events

Delivering a Message

Pietro finishes getting the Amity Communications Tower ready for launch, with help from Maria Calavera, while Penny sets up bombs in the Schnee Dust mine. The three successfully intercept the tower's launch request and begin the countdown. However, Cinder Fall, Emerald Sustrai and Neopolitan arrive via airship and enter the tower through a massive hole that Cinder burns into it next to one of the stabilizers.

Ironwood and the Ace Operatives are alerted when the Dust mine explodes, and they leave Ironwood's office to go to Pietro's laboratory.

After the launch, Penny engages Cinder in a fight, and Maria and Neo fight. During this, Neo reveals to Maria that she is after Ruby. Just as the tower reaches its broadcast range, it activates its stabilizers, but the one next to the hole Cinder created fails due to the damage it took.

Penny attempts to lead Cinder away from Amity Tower to keep the structure safe, but Cinder lures her back by melting some of the metal beams that hold the raised platform Pietro is on. In her efforts to keep the platform from coming loose, Penny traps herself, and Cinder attempts to steal her Winter Maiden powers. Penny manages to get Cinder off of her, breaks Neo's Aura while protecting Maria, and then faces Cinder again. Cinder and Emerald attempt to defeat Penny by using Emerald's Semblance to make her hallucinate several Cinders attacking from all sides. However, Penny's heat signature vision reveals which Cinder is the real one, and she fires a powerful laser that causes Cinder to lose consciousness.

Distraught, Emerald checks on Cinder and attempts to defend her by shooting at Pietro's computer atop the platform, telling Penny that she knows she cannot win against her but will go down destroying the computer. Emerald's words and emotional state cause Penny to lower her swords and allow Emerald to flee with Cinder. Neo, who appears to be angry, flies them out of the tower.

Pietro explains to Penny that, due to one of the stabilizers being damaged, the tower is no longer in broadcast range and will likely drift along until it touches down somewhere in the north. Penny insists on pushing the tower up just long enough for them to broadcast their recorded message, and Maria backs her up, prompting an emotional outburst from Pietro, who is terrified of the thought of Penny dying again. After a heartfelt exchange, Pietro agrees to let Penny lift the tower, realizing that his fears are holding Penny back from living her life.

Penny successfully pushes the tower up just long enough for it to broadcast a video of Ruby to the entirety of Remnant. Friends, family and strangers in all four kingdoms and Menagerie watch the video on televisions and Scrolls as Ruby tells them that Atlas is in danger and tells them about Salem. She mentions the Maidens and the Relics, assuring everyone that, regardless of whether Salem can be killed, she can be stopped if they work together. Ruby adds that Theodore and Glynda Goodwitch can verify what she is talking about, but that Ironwood can no longer be trusted.

Penny is hacked by Watts while holding up Amity

While the message continues to play, Ironwood watches as Watts switches out a chip in Penny's sword, replacing it with one with Watts' emblem on it. As soon as he places the chip, Penny's eyes begin flickering red, and she struggles to continue pushing the tower. The tower then leaves the broadcast range, causing the video to be cut off, and Penny continues to struggle against Watts' chip. She soon loses consciousness and drops from the sky, managing to tell Pietro "I love you" just before all communications with her are lost.

Episodes Covering These Events

Attack on the Schnee Manor

Following this, Penny attempted to reach Schnee Manor for help while fighting for control against the virus the entire time. Her path would constantly be redirected depending on whether or not she or the virus was in control, causing her to crash into things and injure herself.[1] Eventually, Penny crash landed at the manor with sparks and a green coolant leaking out of her body. She loses consciousness shortly after due to the fall.

Klein Sieben tends to Nora, who awakens just as Ruby, Weiss, Blake and Whitley Schnee rush a badly-damaged Penny into Weiss's room. Klein isn't sure whether he can adequately repair the damage, but will do what he can. Unfortunately, at that moment the power goes out. Mat, on her way back to the Mantle Crater to help the refugees, calls them to confirm that Atlas just took another major hit. Ruby apologizes that they aren't doing more to help, but May tells her not to beat herself up, saying she doesn't know how much help they are able to give, at this point.

As The Hound attacks the Manor, Penny shifts between her normal persona and Watts' hacking. Nora reaches out to her from her bed, saying no one will make Penny do something she doesn't want to. Penny claims a part of her is making her, but Nora repeats Blake's words to her: "It's just a part of you; don't forget about the rest." This causes Penny to calm down and return to her own persona. Weiss calls Klein again, telling him to keep everyone quiet, but Klein warns her that Whitley and Willow haven't returned yet.

Penny's hacked persona soon takes control again. Knocking Klein aside, she strides out of Weiss' room and toward the entrance hall, passing the Schnees. When Whitley questions what she's doing, Penny says she must open the Vault, then self-terminate. However, she is interrupted by the Hound, which tries to seize her. When Penny fights back, the Hound sprouts a third arm, grabs her head and bashes her against the floor, shutting her down again. As Ruby and the rest of her allies arrive, the Hound uses Penny as a shield, but this backfires due to the protective power of Ruby's silver eyes. Ruby snaps "That's enough", activating her silver eyes and blasting the Grimm through the window. Penny topples down the stairs, unconscious, and Ruby, Blake and Weiss gather around her.

The Hound attempts to capture Penny

Suddenly, the Hound's arms pull it slowly back up through the hole in the window, followed by its' body with the head blown off... and, where it's neck should be, is the face of a scarred Faunus, with silver eyes. Repeating the same phrase, "Take the girl!" with increasing intensity, it staggers down the steps toward them. Ruby, Weiss and Blake are too stunned and horrified to fight back at first, and simply drag Penny backward. As the Hound approaches, parts of its' head begin to regenerate. On the stairs above, Whitley and Willow push against a giant suit of armor and sword mounted against the rail. Just as the Hound is fully regenerated and preparing to lunge at Penny again, the armor and sword come crashing down on it, killing the creature at last. Ruby falls to her knees in horror. When Weiss asks what the Hound was, Ruby murmurs, "That was...a person." When the Hound's flesh crumbles into dust, the skeleton of its' Faunus host is left behind.

Penny is soon brought to Weiss' room again, where she rests, however, the virus takes control again and everyone hurries outside to find Penny once again struggling against it. Blake and Ren use their weapons to keep Penny from flying away, Weiss pulls her to the ground with a glyph and Emerald soon joins in with her own weapon. In desperation, Penny asks Ruby to kill her so that she can pass the Winter Maiden powers on to her, but Ruby cannot bring herself to do it. Nora's insistence that only part of Penny is affected by the virus inspires Ruby to have Jaune boost Penny's Aura to combat the virus. The idea works, but it is only temporary. In her attempt to give everyone encouragement, Emerald admits that she has switched sides. With the mood lightened, Ozpin tells everyone that he realizes he should have trusted them with the truth and should not have run away when they discovered it for themselves. Yang, Blake and Weiss state that they understand that trust is a risk. The virus continues trying to force Penny to go to the vault, and Ruby gets an idea.

Ruby calls Ironwood and tells him that Penny will open the Vault.

Episodes Covering These Events

A Real Girl and Sacrifice

After Team JNPR, Oscar, Winter, and Emerald defeat Ironwood whilst the Ace Ops are busy, Team RWBY and Penny sneak into the Atlas Vault.

As soon as the Vault opens, Ruby uses her Semblance to grab her teammates, rush in, grab the Staff and activate it so that time stops. Ambrosius comes forth from the Staff, and Team RWBY uses a loophole to convince him to save Penny by using her soul and her robot body to make two distinct Pennies - an empty, virus-infected robot Penny and a human Penny, who existed all along within the robot.

Penny becomes human and watches her robotic body terminate

Once this is complete, Ambrosius recedes into the Staff, and time begins flowing again. With the Staff no longer keeping Atlas afloat, the city begins to descend, with its Gravity Dust keeping it from outright plummeting. Weiss summons Ambrosius from the Staff, and Team RWBY explains that they would like him to create portals throughout Atlas and Mantle that will all lead into a pocket dimension similar to the Vault. From there, everyone will be able to travel to a singular portal that opens into Vacuo. With the logistics explained and maps presented to him, Ambrosius makes it so, and just before they enter the portal near them, he warns, "Do not fall".

Shortly after, inside the pocket dimension, Cinder unleashes an explosive blast, sending refugees flying off of a platform. This draws Team RWBY's attention, and they begin to fight Cinder.

While Team RWBY is distracted fighting Cinder, Neo sneaks up on them, using her Semblance to disguise herself. When Yang notices Neo moving in to attack Ruby, she activates her Semblance, launches herself forward and pushes Ruby out of the way, taking the hit. Yang loses consciousness, her Aura breaks and she is sent tumbling over the edge of the platform. Blake desperately tries and fails to catch her with Gambol Shroud, and Yang falls into the void below. Penny, alerted by Blake's emotional cry, flies over to the platform and engages Cinder in a fight, while Blake furiously teams up with Ruby against Neo. Weiss, who was already fighting Cinder, attempts to lend support to Penny but is soon exhausted.

The fighting in Ever After continues, and Jaune stresses to Nora that their top priority is finishing the evacuation. Weiss uses her Queen Lancer summon to narrowly rescue Penny from Cinder's Grimm hand. Penny tells Weiss to let her sacrifice herself, to protect everyone. Cinder destroys the summon while Weiss is distracted, dropping them onto the main platform and damaging their Auras. Penny offers herself as a target to Cinder, trying to distract her from Weiss and the Staff, but Cinder sneers, saying she wants it all. Blake jumps into the fight, and Weiss flees with the Staff while Blake and Penny face Cinder.

As her enemies advance, Cinder uses fire to separate Penny from Weiss and Jaune, then impales Penny with her Grimm claws. Before she can siphon Penny's Maiden powers, however, she is attacked by Weiss. Jaune tries to heal Penny with his Semblance, but Penny tells him there is no time. Determined not to let Cinder claim both Relics and the Maiden's power, she tells Jaune to finish her off, letting her finally choose something on her own: who to pass her power on to. As she speaks, Weiss loses Gambol Shroud to the void, and in the Vault, Ironwood breaks Winter’s Aura. Jaune finally grants Penny's request, stabbing her with his sword, killing Penny.

Episodes Covering These Events


Penny chooses Winter to succeed her

Penny is next seen in an alternate dimension, where she's soon joined by a befuddled Winter. Penny reveals she thought Winter before she passed, which brought them together one last time. Winter tried to refuse, feeling unworthy of the Maidens' power, but Penny still deemed her a friend, showing she never begrudged her. And after passing on the Maiden powers as Fria had done for her, Penny told Winter she would always be a part of her, as her soul faded into the afterlife.

Episodes Covering These Events


After Penny's death, Winter Schnee becomes the next Winter Maiden and uses her new powers to defeat Ironwood. She later attempts to help the group in the Evacuation Central Location, but fails to save Team RWBY and Jaune from falling into the void. After this, Winter decided to use her new powers to defend the refugees in Vacuo.


  1. RWBY Volume 8 Directors' and Writers' Commentary Chapter 7
RWBY/Justice League
Minor Characters