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Family

Pietro Polendina

Penny and her father

Pietro was Penny's father and creator. Penny told Ruby Rose that she was created by her father in "Painting the Town..." with help from James Ironwood. She appeared to love her father very much, calling him "very sweet".

He was seen watching her match against Pyrrha Nikos in "PvP" from Atlas, and was visibly shaken when she was accidentally ripped to pieces.

In "The Greatest Kingdom", Pietro revealed that his daughter had told him all about her time with Team RWBY, and explained to Ruby and the others that he rebuilt her after her cores were recovered in Amity Arena Colosseum after making its way back to Atlas after the Fall of Beacon.

In "Worst Case Scenario" it was revealed that Pietro created Penny as the next breakthrough in defense technology, since he wanted a protector with a soul. Therefore to create Penny's Aura, he gave her part of his own, and to rebuild her took more from him. Fearing that if the people would have Penny destroyed, it would cause the part of his Aura in Penny to be lost.

In "Amity", she kissed her father on the forehead before she went off to push up the Amity Communications Tower. Before Penny lost communication due to Watts' virus, she told her father she loved him.

Ironwood's Group

James Ironwood

Penny was seen standing with James and a group of other Atlesian military personnel in the Volume 2 Opening. He was revealed to have assisted and sponsored her father in her creation, with the hopes that she would one day be able to save the world. Penny was also seen following Ironwood around in "It's Brawl in the Family." It's implied that Ironwood only chose Penny's teammates to keep watch over her instead of for them to be her friends.

In "With Friends Like These", after Penny along with Winter heard Ruby's warning about Ironwood's plan to abandon Mantle, she seemed to be very disturbed and shocked about his plan.

After Penny became the new Winter Maiden, she decided to abandon Ironwood and side with Ruby and her friends.

In "Divide", Penny answered Ironwood's call where she heard him ask her to return to Atlas only for Ruby to take her scroll and answer back she wasn't going anywhere until he changed his mind about Mantle. She became visibly distraught when he said that if Salem got through Atlas' defenses, everything that followed would be on their hands, and Ruby comforted her.

In "Refuge", she explained to Ruby how Ironwood's words were weighing on her, but Ruby said he was only trying to hurt her and reassured her she made the right decision.

After this, Ironwood decided to hack Penny with the help of Arthur Watts in order to bring her back to his side. Once he believes Watts betrayed him and that he needed to use more drastic measures, Ironwood sent Penny a threat saying he would destroy Mantle himself if she didn't return to him within an hour.

Ironwood's cannon was designed specifically to be able to kill Penny, who was both an android and a Maiden, showing that he was prepared to put her down if need be.[1]

After Penny died in "The Final Word" and her powers went to Winter, Ironwood didn't mention her passing when he noticed Winter inherited her powers.

Winter Schnee

Penny gets hold still by Winter, when being too excited

Penny and Winter shared a professional yet good relationship with each other along with both of them being some of the people Ironwood told the secrets of the Maiden powers, the Relics and Salem.

In "With Friends Like These" their relationship became strained after Ruby and others became the most wanted in Atlas. She asked her about her sister and Ruby's friends, but Winter put her personal feelings aside and focused on her mission. Despite disagreeing with Winter on whether Ironwood was making the right choice, Penny was intrigued when Winter described acknowledging- and wrestling with- personal feelings, as part of being human.

In "The Enemy of Trust", she saved Winter from falling after her Aura depleted instead of going after Cinder.

In "Strings", Penny was shown to feel guilty due to her having taken the Winter Maiden powers despite Winter having been chosen for it and groomed to possessed the power. This was seen where Harriet Bree and Elm Ederne had successfully used this to psychologically hurt Penny.

Penny tells Winter that she will be a part of her now instead of being gone

As seen in her final moments in "The Final Word", Penny truly considered Winter to be her friend and entrusted her with the powers of the Winter Maiden upon sacrificing herself to insure that Cinder does not get both the Relic and the Winter Maiden Powers. Winter, touched by Penny's kindness, selflessness and bravery, thanked her for trusting her and swore to use her inherited power in Penny's place for the right cause.

Penny's Team

Ciel Soleil

Ciel reminding Penny of the time

Ciel was part of Penny's team in the Vytal Festival. After their team progressed past the team stage of the tournament, she and Penny were selected to represent them in the doubles round. Penny stated that Ciel was told to be Penny's friend and as such was more of a bodyguard to her. Ciel kept track of all the places Penny was and for how long she was there. Because she did not see Ciel as a true friend like Ruby, Penny had not told Ciel that she was a synthetic being.

After Penny was rebuilt, her original team was disbanded. Due to how Penny didn't see her teammates after this, it's implied that Ciel and the other two members were only her teammates under Ironwood's orders.

Team RWBY

Ruby Rose

Penny first took a liking to Ruby in "The Stray", when Ruby called her "friend". Excited and eager to have a friend, she asked Ruby for confirmation on their relationship being a friendship, to which Ruby replied "Yeah, sure. Why not?" Although quick to call her a friend, Ruby did seem put off by Penny's excitement over it and even asked Weiss Schnee if that was what it was like when they met.

Penny admitted to Ruby that she did not have a lot of friends, and thus greatly treasured their friendship. She was also extremely protective of Ruby, going as far as to jump into a fight in her defense when she was injured in "Black and White", and as seen during "A Minor Hiccup", where she pushed Ruby out the way of an incoming truck before stopping it in its tracks, visibly shocking Ruby.

Penny considered Ruby to be a valuable friend, placing a high amount of trust in her and going as far to tell her that she's "not real", and actually an android capable of generating Aura, in "Painting the Town..."

After revealing such news to Ruby, Penny was surprised by how it was taken. Ruby reassured Penny that she's not like the Atlesian Knights they saw at Ironwood's demonstration, and that she "has a heart and a soul..." Penny was overjoyed at the fact that her friend still accepted her as a person, and wrapped her in a tight hug, saying she was the best friend anyone could have. In "Never Miss a Beat", she tackled Ruby in a hug.

Likewise, Ruby was devastated over Penny's destruction in "PvP", dropping to her knees and sobbing. In "Battle of Beacon", Ruby defended Pyrrha from a Nevermore breaking into Amity Colosseum with one of the discarded swords from Floating Array.

Penny's reunion with Ruby in Mantle

In "The Greatest Kingdom", after Penny took down the remaining Sabyrs, she expressed great happiness to see Ruby in Mantle. She used her turbo boots to speed-tackle Ruby and gave her a big hug. After she explained to Ruby and the others how she was alive, she excitedly expressed that she cannot wait to reconnect with Ruby again, until another disaster in Mantle interrupted their reunion.

After she became the Winter Maiden, she decided to join Ruby's side and abandoned her loyalty to Ironwood.

Penny's trust and friendship in Ruby deepened after she became the Winter Maiden and joined the team in "The Enemy of Trust."

In "Refuge", when Penny confided in Ruby that she felt hurt and confused over Winter and Ironwood's betrayal, and that she regretted taking the Maiden powers, Ruby assured Penny that Ironwood was lying and only trying to hurt her by saying people would die because of her, and she was still herself despite her newfound responsibilities. Penny thanks Ruby for comforting her, despite still looking troubled.

In "Risk", Penny begged Ruby to kill her so she could inherit her Winter Maiden powers, Ruby refused to kill her and found a way to temporary stop the virus inside her by Jaune's Semblance.

Later in "Creation" after Penny became human, she asked Ruby if hugs always felt as warm as the one she had. Ruby replied that they were and Penny decided to hug the other members of Ruby's team as a result.

In "The Final Word", Penny was distraught at seeing Ruby falling into the void

The song "Friend" implied Penny deeply treasured Ruby as a friend for seeing Penny's soul underneath the "nuts and bolts".

Weiss Schnee

Weiss and Ruby comforting and supporting Penny's choice.

Weiss ran right into Penny while chasing down Sun Wukong. She expressed skepticism when Penny said she was going to be in the combat tournament.

Both she and Yang Xiao Long ran off after Penny arrived to talk to them while they were looking for Blake Belladonna, apparently not wanting anything to do with her. It appeared she had an admiration for Weiss' hair on the second day they met.

However, later in the series it appeared that Weiss had made a small connection with Penny, feeling sad about her death.

After Penny fled with Ruby's Group due to not supporting Ironwood's decision to abandon Mantle, Weiss along with Ruby comforted her on her choice to come with them.

After Penny was killed by Jaune in "The Final Word", Weiss asked him what he just did while she was saddened by her death.

Yang Xiao Long

Due to Penny's odd and robotic behavior, Yang found her bizarre to the point of neglecting the pleasantry of a simple introduction until Blake Belladonna reminded her. Both she and Weiss quickly ran off when Penny showed up to talk to them while they were looking for Blake, indicating a lack of interest in associating with her.

In "End of the Beginning", Yang was remorseful towards Penny after her identity was revealed as a robot when she was destroyed by Pyrrha.

After they met again after Penny was rebuilt, Yang was shown to be happy that Penny was still alive. After Yang became a Huntress, she jokingly allowed Penny to remove her prosthetic arm.

When talking about Penny to Ambrosius in "Creation", Yang believed that Penny was a real human instead of an Android.

Team JNPR

Jaune Arc

In "The Final Word", after Penny was mortally wounded by Cinder, she begged Jaune to end her life so she could choose who the Winter Maiden powers could go to.

Pyrrha Nikos

When Penny and Pyrrha were about to compete, Penny expressed pleasure at finally meeting her. Those who were aware of both Pyrrha's Semblance and Penny's true nature knew that the two of them competing against each other had the potential for disaster. Subjected to a hallucination by Emerald Sustrai, Pyrrha used her polarity with extra strength to deflect what she saw as an abundance of swords about to strike her. Penny was destroyed as a result. Pyrrha was left horrified and devastated after seeing what she had done.

Nora Valkyrie

Nora reassuring Penny that her will was her own.

While they weren't shown interacting at Beacon, Nora was one of the many of the group to be surprised that Penny was still alive at Mantle, saying that she had a lot of questions upon seeing the android, though she also smiled when Penny reunited with Ruby.

In "A New Approach" Penny guided Nora along with their other friends into discovering Atlas academy and their dorm though her enthusiasm and long visit of the academy eventually caused Nora and the others to fall out of exhaustion.

In "Pomp and Circumstance" Nora joined in when Penny had a moment to laugh with Yang after being surprised by her detachable robotic arm, implying that Nora enjoyed Penny's company.

In "Strings", after Nora fell unconscious due to overloading herself with electricity, Penny yelled her name and quickly rushed to her side, showing concern for her while tending to her, and later carried Nora while they were leaving Atlas. While fleeing in a stolen airship Penny apologized, holding herself responsible for Nora's state.

In "Dark", Nora was able to temporarily help Penny overcome the hack, by reassuring her that no one could force her to do something against her will.

In "Risk" Nora was able to help Penny regain control of herself by reminding her that the virus was only a part of herself. After Jaune boosted Penny's aura and allowed her to calm down, Nora jumped to hug Penny, which Penny joyfully returned. Penny later allowed Nora alongside Ruby to hold her hands.

Cinder's Faction

Cinder Fall

Cinder discoverd through her computer virus the truth about Penny's nature. She shared this knowledge with Emerald and Mercury, and presumably came up with the plan for her destruction.

In "With Friends Like These", when Penny encountered Cinder in person, she seemed to have a personal grudge towards her. Later after Fria's passing and Penny successfully inherited the Winter Maiden's powers, Cinder was shown to direct an angry, hateful glare at Penny for depraving her of her desired power before being fended off by Ruby's Silver Eyes.

Following Penny acquiring the Winter Maiden powers, Cinder was now currently targeting her to steal the powers for herself and had made numerous attempts to convince Salem to allow her to go after her.

In "Amity", Cinder confronted Penny at the Amity Communications Tower in an attempt to steal the powers from her.

During their fight, Cinder made a point of hurting Penny by prying on her insecurities as a synthetic Human, stating that she was simply being used by her so called "friends" and that she possessed no real will due her having been "built" to only follow orders. These attempts seemingly worked with Penny developing a sense of doubt for her actions and the truthfulness if her choices were made by her own will.

When they fought again after Penny became human, Cinder used her Shadow Hand to steal her powers while mortally wounding Penny in the process. After this, Penny asked Jaune to kill her so her powers wouldn't go to Cinder.

Emerald Sustrai

Emerald facilitates Penny's destruction by subjecting Pyrrha to a hallucination during their match in the Vytal Festival.

When Emerald runs to Cinder after being knocked unconscious by Penny in "Amity", Penny became hesitant to attack her after seeing her strong devotion and care for Cinder.

Roman Torchwick

Penny first saw Roman Torchwick when she and Ruby arrived on the docks in "Black and White". At first confused by his casual greeting into wondering whether he was Ruby's friend, she immediately became focused after he shot Ruby. She jumped into the fight, quickly neutralizing Roman's men, which made him decide to escape. Her fighting style prompted Roman into commenting that "these kids just keep getting weirder."

Others

Fria

"Penny. Are you the one?"

Penny confronted Fria and asked her if she was alright until Fria calmed down. Penny also accepted the power of the Winter Maiden as Fria useed the last of her strength to transfer her powers to her. Afterwards, Penny grieved over Fria's death.

Atlas Soldier

Although she ran away from them at first, she did not appear to have a poor relationship with the Atlas soldiers. When Ruby expressed concern about her going with them, she said that "They're not bad people". She was shown respecting them and following their orders. She was also shown to be doing "the robot" with one of the soldiers in "Dance Dance Infiltration."

After Penny became the Winter Maiden and betrayed Ironwood however, her relationship with the soldiers was strained when Ironwood put her on the wanted list and later used drastic measures to bring her back to his side.

Maria Calavera

Penny had a good relationship with Maria, most likely due to the latter being a friend to her father.

In "Amity", Penny helped her in boarding her mech as Amity's Tower was setting off and later saved her from being killed by Neopolitan by knocking her out with her energy beam.

References

Characters
RWBY/Justice League
Minor Characters
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