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More Than A Weapon
Season 5
Season Episode 4
Air date June 2, 2024
Written by Professor Mewtwo
Episode guide
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Penny Polendina vs Milla Basset is a What-If? Death Battle created by Professor Mewtwo it features Penny Polendina from the web series RWBY pitted against Milla Basset from the video game series Freedom Planet.

Description[]

RWBY vs Freedom Planet! They may be some of the sweetest friends you will ever meet, but don't underestimate them. These two were made for war and have the power to prove it. Can the pinnacle of Atlesian technology be enough to overwhelm the alchemic prowess of this super dog?

Poll[]

Got any roots or bets? Make sure to vote in the discussion poll!

Interlude[]

Wiz: Penny Polendina, the optimistic android ally to team RWBY.

PennyIntro

Boomstick: Milla Basset, the happiness-filled hound from Freedom Planet.

MillaIntro

Wiz: The circumstances of one's birth are irrelevant, it is what you do with the gift of life that determines who you are.

Boomstick: You totally stole that from a Pokémon, didn't you?

Wiz: Maybe, but such words definitely apply to these two. Though their destiny lies in the battlefield, it hasn't stopped them from pursuing a life filled with friends at their side.

Boomstick: He's Wiz and I'm Boomstick.

Wiz: And its our job to analyze their weapons, armor, and skills to find out who would win... a Death Battle.

Penny is combat ready for Death Battle![]

Wiz: Among the four kingdoms of Remnant, none shine bigger nor brighter than the mighty Atlas. This kingdom prides itself in having the most advanced technology in the world, possessing everything you can imagine from automated drones, mechanical prosthetics, to its capital city that floats high into the sky.

Boomstick: This totally sounds like Wiz’s fantasy world coming to life. Granted, this nerd-topia would be nothing without the protection of General James Ironwood, a real man who is willing to do whatever it takes to protect his kingdom… even if he has a major hero complex that makes him think he needs to be in control of everything.

Wiz: Still when you’re helping fight a war against the immortal sorceress Salem and her endless army of monsters called Grimm, I’d say your paranoia is somewhat justified. For this very reason, Ironwood prompted his top scientists to develop something that would revolutionize the Atlas military and perhaps one day save the world.

Boomstick: Though only the best project was going to come out on top. And out of all the scientists, the contest winner ended up being good old Pietro Polendina who had an idea beyond anyone’s expectations. He decided to build a super robot and rip out part of his own life force to give it a soul. I’m honestly not sure if that’s hardcore right there, or just plain crazy.

Wiz: It may have been crazy, but it definitely worked. With Ironwood’s help, Dr. Polendina created a war machine that had a human touch which made it more than the sum of its parts. This is the Penny Project, though you may know her better as Penny Polendina.

PennyBackground

Boomstick: Yeah, at first glance she might appear to be a normal girl, but underneath that exterior lies the cold-hard steel of Atlas’s finest technology. She’s kind of like the Terminator, if not for the fact that she suffers from a serious case of teenage-girl-itus.

WhoPennyIs

Wiz: Because of her artificial soul, Penny is unique as she possesses a degree of sentience akin to that of a human, or to put it in simple terms, she is alive. Although being alive also meant Penny came with social awkwardness, complex emotions, and a burning curiosity about everything.

Boomstick: Like I said, teenage-girl-itus.

Wiz: Ironwood knew Penny couldn’t be deployed onto the battlefield immediately. She needed to develop an understanding of the world, and the proper skills to defend it. Thus Penny needed to train to become a Huntress, a warrior specializing in fighting criminals and Grimm.

Boomstick: And what better way to learn the ropes than by enrolling in Beacon Academy as an exchange student. There she would get the Huntress training she needed and make her first friend: Ruby Rose, another sweet, yet socially awkward teenage girl who wanted to protect the world as a Huntress.

RubyAndPennyAreFriends

Wiz: Their friendship had a rocky start and Penny did want to hide her mechanical origins at first, but when Ruby learned the truth she wasn’t fazed by it at all and still saw Penny as a dear friend. A perfect surprise for Penny as Ruby was the exact friend Penny dreamed of having and in turn Penny was the perfect friend to fight alongside Ruby in her adventures.

Boomstick: She’s “combat ready” as she puts it and is equipped with the standard robo-features for a$$-kicking purposes. Penny’s got insane strength and durability beyond that of any human, she can take to the air with rocket-powered flight, hack machinery with her thumbdrive finger or by emitting electromagnetic pulses, and her eyes come with a zoom function, night vision, x-ray vision, and heat sensors allowing her to detect things hidden from plain sight. Quite a lot of handy tricks for a sentient tin can.

PennyRoboEyes

Popup: Penny was later turned into a human via the Relic of Creation removing her robotic features. However, this analysis will focus on Penny at her prime and include all her natural abilities.

Wiz: It’s as I’ve always said: why rely on humans when machines do things so much better.

Boomstick: If that’s true then why isn’t there a robot that can beat me in a drinking contest?

Wiz: Don’t remind me. I’m still trying to repair my supercomputer after you somehow managed to get it’s A.I drunk off of virtual beer. But while my equipment doesn’t have proper protection, Penny does in the form of her Aura, an energy field she generates directly from her soul. This essentially acts as a pseudo-barrier that drastically increases her durability for taking big hits. And though Aura can be depleted upon receiving too much damage, it does regenerate itself over time.

Popup: In addition, Aura can grant an additional superpower called a Semblance. Granted, it was never revealed what exactly Penny’s Semblance could do.

Boomstick: It's really convenient, especially when you’re the only android that can generate it. Heck, the most basic Huntresses could use it to shrug off a giant bird ramming into them. That same bird did the same to a huge stone structure which took at least 4 tons of TNT to pull off.

RWBYAuraDurabilityFeat

Wiz: And to match that defense, Penny has the perfect offense in the form of her weapon Floating Array.

Boomstick: Now RWBY is no stranger to weird-a$$ weapons. Sniper scythes, weaponized trumpets, a staff that turns into a pair of nunchucks that are also guns, but Floating Array really takes the cake. Housed inside her backpack are a dozen swords that can pop out and cut you into ribbons before you can say “Oh sh*t! That’s a lot of swords!”.

PennyWeaponsAbilities

Wiz: Each sword is connected directly to Penny’s mind allowing her to control them as she pleases. These floating blades can be used to unleash rapid slashes up close or spin like a buzzsaw to throw at an opponent or improvise as a shield. What’s more, Floating Array is tied to a series of thin, yet extremely durable wire that can turn the weapon into a makeshift grappling hook or latch onto an object to pull them down.

Boomstick: But the real cherry on top is what happens when you get multiple Arrays together. When a few of them spin together in a circle they can fire a super powerful laser beam to bisect targets from a distance. And if you get the whole set together, you’ll get one of the internet’s oldest memes: the Shoop Da Whoop. Unless your body has armor on top of armor on top of super armor, there won’t be anything left of you to tell the tale.

PennyBigLaser

Wiz: With all these abilities at her disposal, Penny proved to be exactly what Ironwood was looking for: a machine that could win against the enemy no matter how strong they may be. And to show just how strong she was, Ironwood had her participate in the Vytal Festival Tournament to compete with the world’s best Huntsmen and Huntresses.

Boomstick: Unfortunately, that’s around the point where this series starts getting tragic. Salem’s right hand and b*tch of the year, Cinder, found out that Penny was secretly a robot and rigged the tournament so that she would fight a girl with Magneto powers. It took only one wrong move and magnet lady accidentally turned a Penny into quarters.

PennyFallsApart

Wiz: Well if unintentional murder was the worst thing to happen to her that day, she should consider herself lu- actually never mind. But despite the entire world seeing her get dismantled, Penny wasn’t quite gone yet. Dr. Polendina eventually retrieved Penny’s core and rebuilt her from scratch. Soon enough Penny was back in action and ready to once again defend the people.

Boomstick: Sure Penny could be put back together, but it was ultimately Ironwood who stayed broken. Turns out the android’s live streamed murder was actually the start of Salem’s worldwide terrorist plot that destroyed Beacon Academy and sent the kingdoms into chaos. Ironwood did put his best foot forward, only to get his a$$ handed to him and completely lose control of the situation. Hey man, we all have bad days, you just need to move on.

Wiz: Sadly he didn’t. Ironwood obsessed over his failure and went to excessive lengths to ensure he would never face such despair again. This led to a spiraling descent into madness that turned the general into a tyrant that oppressed the kingdom of Atlas for military advancement and he was even willing to sacrifice innocent lives if it meant getting some form of victory out of it. But as Atlas fell at his hands, Penny took a stand to do the right thing.

Boomstick: There are no strings on her! She may have been created to be Ironwood’s personal attack robot, but after all that time spent with Ruby, Penny learned what it meant to truly care for others. Thus she defected from the Atlas military in order to find a way to serve her purpose and fight for the things she wanted.

Wiz: Penny wouldn’t be doing this alone. Backed by Ruby Rose and the other friends she made along the way, she became part of a true team; one that could potentially save Remnant. But perhaps the most essential friend Penny made was the other secret weapon Atlas had kept secret from the world: the Winter Maiden.

Boomstick: If you thought a robot with a living soul armed with floating knives seemed weird, then brace yourselves cause we’re about to add frickin magic to this!

Wiz: The Winter Maiden is a being of immense magical power that lets them control the elements at whim. When a Maiden dies, they can transfer their powers to a successor and in the case of the previous Winter Maiden she entrusted Penny with her power in her dying moments making Penny Polendina the new Winter Maiden.

WinterMaidenPenny

Boomstick: As the newest model of the magical Maidens, Penny got a bunch of cool new powers. She can blast huge gusts of wind, create hailstorms, freeze things with cryomancy, charge her attacks with lightning for extra power, and if some smarta$$ thinks they can win by disarming her she can make more swords with her magic.

Wiz: But at the end of the day, the raw power of a Maiden stands out over everything else. Take the Spring Maiden, Raven, for example who was able to make a storm that stretched out over the horizon. The storm in question had reached a distant mountain and assuming that it was of average height meant that the storm was about 800 meters in radius and required at least 9 Kilotons of TNT to create.

ScalePennyToRaven

Boomstick: And that's just Raven showing off. If a Maiden such as Penny got serious, she could do a lot more, and Penny has. Penny has helped lift a gigantic flying colosseum, torn through airships like they were made of paper, and could hold her own against the Ace Ops who are basically the best team of Huntsmen and Huntresses Atlas has ever had.

PennyFeats

Wiz: This team included the super fast Harriet Bree who claimed to be faster than Ruby who in turn had dodged lightning by moving at Mach 158. Yet that didn’t make Harriet fast enough to avoid being tagged by Penny.

Boomstick: Though if she could it would take a while to win considering Penny has been sent flying by a massive monster mammoth and survived falling from orbit after an intense fight with the Fall Maiden Cinder and getting hacked by a virus courtesy of that a$$hole Ironwood.

PennyFalls

Wiz: Remember kids, always make sure your androids are updated with the latest anti-virus software, it's not hard. Or I guess you could summon a ripped genie to turn it into a human thus removing the virus… because Penny’s friends did that instead.

Boomstick: Thank you hunky magic man. Those robo-weaknesses were pesky, but removing them didn’t make Penny perfect. Deep down she is still a naive child who can be a bit oblivious to the situation, making it pretty easy to bait her into traps. Also, if her Aura taps out, she’s as vulnerable as any other human meaning the next hit she takes will be her last.

Wiz: And that would inevitably lead to her downfall. During an all or nothing plan to save Atlas from both Ironwood and Salem, Cinder ambushed Penny and her friends to finish what she had started, resulting in Penny taking a wound she wouldn’t be coming back from.

Boomstick: Godd*mm it, Cinder! Why must you keep killing off the fan favorites!? (*sobs*) It’s not fair!

Wiz: Her permanent death was tragic for many, and some of her closest friends were nearly broken because of their inability to save her. However, I don’t think Penny had any regrets in her last moments. She lived her life on her own terms, fighting alongside people she could call her friends and did what she believed was truly right for the world. In the end, her efforts did save the people of Atlas from almost certain annihilation and helped Ruby send a message to the rest of the world so that the people would be inspired to unite against the threat of Salem.

Boomstick: (*sniffs*) Yeah… I guess she did do a lot with such a short life. And when she passed her Maiden powers to someone who could carry on her mission as her final act, Penny died as who she really was from the start: not as a machine, but as a human. And who knows, maybe with her friends honoring her memory and a little bit of hope, the future Penny fought for may one day become a reality.

PennySacrifice

Ruby: Penny, wait! Stop!

Penny: Don’t worry, Ruby. I’m combat ready!

Penny takes out Floating Array and charges into battle.

Milla unleashes the dogs of war upon Death Battle![]

Wiz: Throughout the known cosmos, no name is more feared than that of Lord Arktivus Brevon. This intergalactic warlord made a name for himself by destroying countless worlds, leaving nothing but destruction in his wake.

Boomstick: But don’t be too scared. He’s just a humble booger man who wants to keep his own planet safe from his many enemies… that he made when he attacked their planets first to steal of their resources. Yeah nevermind, be very afraid.

Wiz: Still even with the entire galaxy against him, Brevon was not a threat to be taken lightly. He is a ruthless tactician who single handedly built one of the deadliest armies ever seen. All thanks to his advanced technology and, more importantly, expertise in genetic modification.

Boomstick: Taking a page from the Shredder, Brevon learned to amp up his minions with genetic viruses turning them into freaky-a$$ monsters with a lust for murder. There was no exception on what this guy would mutate including the most beloved animal to have ever graced this wonderful world: dogs.

Wiz: There is no lower form of life than someone who experiments on dogs as I’ve been thoroughly informed…

Boomstick: I’m just saying if another dog “accidently” wanders into the lab again, we’re having another talk with Dr. Shotgun.

Wiz: Though much to Brevon’s credit, his war dog project did have potential. Beings genetically bred for battle and enhanced by their chemical manipulation abilities. These war dogs could have been the most valuable asset in Brevon’s empire, yet one canine couple had their objections.

Boomstick: Yeah, they weren’t too keen on serving a supervillain as mindless pets. But there was no chance of them getting out of that hellhole so they went with Plan B and Supermaned their daughter into space so that she would be as far away from Brevon as possible.

Wiz: This lone pup landed on the planet Avalice, a world of anthropomorphic animals and kept in harmony by three great kingdoms. Adapting to her new home, this war dog became an innocent, yet heroic soul known as Milla Basset.

MillaBackground

Boomstick: With no memory of her alien origins, Milla took up the life of a forest hobo. She constantly wandered into dangerous places for random trinkets, worked on flying potions to find her missing parents, and made friends with inanimate stumps. You know, things that show how sane you are in the face of crippling loneliness.

Wiz: Sadly those days would come to an end when the galactic authorities finally caught up to Brevon and caused him and his army to crash land on Avalice.

Boomstick: Oh. What a total coincidence.

Wiz: Brevon needed the power of Avalice’s legendary Kingdom Stone to bring him back to the stars. Thus he unleashed his mutants and machines upon the world to send it to turmoil and manipulated the kingdoms into civil war so he could pull his heist from the shadows. Milla did end up getting caught in the crossfires, yet it was during this commotion that she had her chance encounter with Sash Lilac.

Boomstick: A fellow orphan who had a strong desire to play Little Miss Heropants. Also she happens to be a frickin dragon and Milla was just dying to meet one. First impressions were a bit awkward, but Milla’s affectionate charm makes her super likable so Lilac immediately accepted her as a friend.

LilacMeetsMilla

Wiz: Lilac’s kindness opened up a whole new world for Milla, one where she had plenty of new friends to care for. Thus she became a loyal ally determined to help her friends in any way possible. And when Lilac learned about Brevon and his villainous plot, Milla was more than willing to help her make a stand to save the world.

Boomstick: Meaning it was time to put those war dog genetics to use and kick some a$$. Ironic considering Milla would be using her skills against the very man who gave them to her. Not to mention Brevon picked one of the best dog breeds to weaponize: the Basset Hound, the same breed as Droopy… you can let that sink in for a minute, I don't see the family resemblance either.

Wiz: Don’t let their appearance fool you though. Basset Hounds were originally bred to be hunting dogs and are excellent trackers whose sense of smell is second only to a Bloodhound. Milla’s own sense of smell is equally if not more impressive, able to recognize people and objects through their specific scents no matter how far they may be.

MillaSuperSmell

Boomstick: She’s got plenty of other amped-up dog traits as well. Super-sensitive hearing, digging through the earth, and using those big ol’ ears to glide upwards using the Puppy Float. Ok, that last one isn’t a dog thing, but she moves like Yoshi when she does it which is adorable.

MillaPuppyFloat

Wiz: She might look adorable, but her fighting prowess is anything but. While Milla does know Crane Style Kung Fu for close ranged situations, her specialty lies in the alchemic energy naturally produced from her body. This energy is extremely versatile and can be molded into physical constructs to aid Milla in battle.

MillaAbilities

Boomstick: Among those constructs, Milla’s most reliable has to be her Barrier Shield. Though redundant in name, this shield is so strong it doesn’t just stop enemy attacks it deflects them back to sender making for some of the most satisfying counterattacks you’ll ever see. And when defense alone won’t cut it, she can convert the shield back to energy for the rapid fire Shield Burst attacks.

MillaBarrierShield

Wiz: There is also the Vortex, an energy buzzsaw that tears through anything and by condensing the energy into a single point she creates the Phantom Cube, a miracle of science that is either carried by Milla or floating beside her until she decides to unleash the volatile energy within.

Boomstick: Oh these things are an absolute blast to work with.

Boomstick pulls out a pair of Phantom Cubes.

Wiz: Wait, did you-

Boomstick: Yes Wiz, I raided your lab to play with the cool stuff again. Anyways, when Milla decides to break open one of these cubes she can utilize their energy to amp up her attacks. For example, she can split one into tiny cubes for the Cube Blaster.

Boomstick takes one of the Phantom Cubes and fires smaller cubes from it and aims them at Wiz. The Phantom Cubes slowly shrinks to nothingness in the process.

Wiz: Gah! (*falls to the floor*)

Boomstick: Or they can be combined with Milla’s shield to make the bigger and tougher Cube Shield-

Boomstick forms a shield using the second Phantom Cube.

Boomstick: And for the piece la resistance she can let out all the energy for her strongest attack: the Super Shield Burst, a giant laser that blows a hole in anything it touches. Trust me when I say you won’t walk away from this one without some serious bruis-Aah!

Boomstick attempts to fire the Super Shield Burst only to be blown away by the recoil. Wiz gets up while his co-host is down.

Wiz: I guess you didn’t know that the Super Shield Burst is so powerful that can use it to propel herself forwards.

Boomstick: Oh, screw you. Should have put a warning label on these things.

Popup: Though Milla usually can only carry one Phantom Cube at a time without aid of a MultiCube power-up, cutscenes show that she can naturally create and hold up to 6 of them at once.

MillaSuperShieldBurst

Wiz: And Milla’s skill with alchemy isn’t limited to power. She’s a prodigy in the field as well and uses her extensive knowledge to make a wide array of potions. There are potions that can increase her strength, speed, and stamina alongside ones that serve medical purposes and the Healing Strike potion which absorbs the health of any enemy she deals physical damage to.

HealingStrikePotion

Boomstick: That’s right! This cute puppy is also a mad scientist. Yet those potions aren't the only trinkets she’s carrying. She’s got a bunch of charms that can make elemental shields that block out damage albeit they’re out after a couple hits. Then again her Strong Shields potion can increase how much those can tank; going up to five extra hits when no other potions are mixed in.

MillaElementShield

Popup: Other characters such as Neera and Dail have been shown to create new shields on the fly whenever a previous one was destroyed. It would be reasonable to assume Milla can do the same.

Wiz: Also depending on the shield in use Milla gains immunity to certain elemental attacks along with additional effects. Like how the Fire Shield damages anyone who makes contact with her or the Water Shield lets her breathe underwater indefinitely. But perhaps her best defense lies in her Petal Armor that grants 3 seconds of invincibility upon taking a direct hit, thus buying her enough time to get out of danger.

MillaEquipment

Boomstick: Although Milla really lets loose when she’s using the Shadow Guard to make shadow clones that copy her every move, the Elemental Burst to make her attacks have a lingering damage effect, and the Payback Ring that amps up her power when she’s in a bind. With all these weapons at her disposal, it’s no wonder she was able to power through Brevon’s army and restore peace to Avalice.

Wiz: Of course it was only a matter of time before someone in Brevon’s ranks figured out their own weapon was being used against them. And that diligent someone happened to be Brevon’s mentally insane right hand General Serpentine.

Boomstick: And like any d*ckheaded henchman would do, Serpentine dropped the truth bomb on Milla and tried coaxing her to the dark side with the promise of reuniting with her parents. You see, this is the reason I really hate snakes. D*mn a$$holes are nothing but trouble.

MillaLearnsTheTruth

Wiz: The revelation put Milla through a major identity crisis where she questioned if she was truly who she thought she was. Milla feared that she may have been a traitor by birthright; someone who existed as nothing more than a weapon. But we all know how the magic of friendship works and with a bit of understanding Lilac and the other friends Milla made helped her come to terms with her past.

Boomstick: And when Milla did, she basically said “F*ck the past!” because her origins didn’t define her. Avilace is her home, Lilac and company are her friends, and she’ll do whatever it takes to defend them both and no snake was going to say otherwise. And despite the many times Serpentine has been sent blasting off again, he’s actually pretty strong.

Wiz: Serpentine managed to destroy a huge pile of scrap metal he and Milla were standing on with a single shot from his blasters. Assuming the battlefield was a perfect square and that violent fragmentation was involved, this meant that Serpentine’s attack had an output of over 670 Tons of TNT, over 60 times stronger than the United States’s strongest non-nuclear weapon.

ScaleMillaToSerpentine

Boomstick: Not only has Milla bested Serpentine’s power with her alchemy, she’s also bested him when he had power armor on, when he was in a mutated form, and when he piloted a giant robot. So many ways to bounce back, but no way to put down the pooch.

Wiz: She’s beaten more than just Serpentine. There have been monster trains, mechanical dragons, earth-moving dragons, and a giant rabbit Megazord yet Milla has come out on top every time. She’s even defeated her friend Carol Tea who is skilled enough to singlehandedly beat an army of 100 trained assassins.

MillaFeats

Popup: Though the story in the Freedom Planet series alters based on the chosen character, it typically shows said character facing the same challenges and performing most of the same feats. Added to the fact that all playable characters have fought on par with each other in the Battlesphere means Milla should scale to Lilac, Carol, and Neera.

Boomstick: Plus there’s the time she defeated a volcano. One day some bad guys decided to reactivate a volcano which threatened to turn a nearby village into the next Pompeii. Not wanting any of that, Milla put her alchemy skills to work, gathered some local ingredients, and made a potion strong enough to explode the volcano to death before it exploded. I only got three words to say: total bada$$ moment.

MillaNukesAVolcano

Wiz: Just goes to show how much science can accomplish in the right hands. Though her speed is nothing to scoff at either. She once guided an electrical spark from its generator to the device it powered by moving to the separate gaps in the wire and acting as a conductor to continue the spark’s flow, outpacing it in the process.

MillaCircuitRun

Boomstick: So she’s faster than a little spark. Big deal.

Wiz: It is a big deal. When electricity moves through a wire it actually moves at 90% the speed of light. In order for Milla to pull this off she had to be faster than that, and in theory she can move faster than light.

Boomstick: Dang, I didn’t think Milla had the ability to achieve ludicrous speed. I thought that would go to water dragons like Lilac who are naturally gifted with super speed. Granted, Milla has kept up with her in combat too.

Wiz: Milla truly is a super dog. Even her creator, Brevon, had trouble taking her down with his best machines. But in the end, Milla and her friends managed to take down Brevon and stop his nefarious scheme to bring Avalice to ruin. And then she saved Avalice a second time from a genocidal fish lady who wanted to use an ancient spaceship to devour the moon.

Boomstick: Trust me, she’s a better written villain than it sounds. Although, for a two-time world saver Milla isn’t without her flaws. She is still a 13 year old girl with the personality of a 6 year old. She is as naive as it gets, making it easy to pull a fast one on her if you’re cunning enough.

Wiz: And while her shields may seem like the perfect protection, they do have physical limits to what they can take and will fail against stronger attacks. Yet these flaws do little to detriment Milla’s spirit. A loyal friend through thick and thin, Milla will always be there to protect what she holds most dear.

Boomstick: Which means that the next person that wants to destroy Avalice better watch out, because it’s got a protector who is as fearsome as she is irresistible. I mean who couldn’t resist that face? (*starts talking cute*) Who’s a good girl? It’s you. Yes, it’s you.

Lilac: That’s the bot that trashed our house!

Milla: First deforestation, now the vandalism of ancient artifacts?! By the power invested in me by Shang Tu: I arrest you!

Neera: Please do not arrest the robot. Just destroy it.

Death Battle![]

Somewhere deep within the vast tundra that is Atlas lay an abandoned mine. Within that mine was a plethora of Dust, magic-like crystals that acted as the main source of energy on Remnant.

Such a valuable resource would attract many individuals interested in using it for science. And one such individual was there right now, digging outside the main entrance to find the Dust buried underground. She was an anthropomorphic dog with short copper hair and green eyes full of wonder, Milla Basset.

The Basset had recently learned of Dust and its applications, thus she wanted to collect as many crystals as she could find and use them to create new potions in her lab. Her search bore fruit when she excavated a red crystal from her digging hole.

Milla: Yay! Another red one! Let’s see, this crystal can produce intense amounts of heat so it would be great for speeding up chemical reactions, or maybe I could use it to make a potion that-

Milla’s nerdy rambling would have gone on for some time if not for the faint sound of rocket propulsion in the air. Her ears perked up and she turned around to see where the sound was coming from.

Much to her surprise, another girl had entered the area and the sound Milla had heard came from that girl’s feet that were using their built-in thrusters to fly through the air. The dog’s eyes lit up in excitement towards this wonder of science since she had never seen someone with rocket boots before. Yet that would be the tip of the iceberg compared to the other things she would soon see.

As the girl landed in front of her, Milla got a better look at the girl, taking note of her long copper hair and wonderful green eyes, a complexion similar to her own even if they were clearly different species. The girl, Penny Polendina, looked back at the lone pup and greeted her with an overly friendly smile.

Penny: Salutations!

Milla: Oh. Salutations!

Milla responded with an equally cheerful smile which instantly put the two on friendly terms for the time being.

Penny: My name is Penny! It is a pleasure to meet you! If I may inquire, what is your species? Are you perhaps a Faunus?

Milla: My name is Milla, and I’m not a Faunus; I’m a dog.

Penny gave a quizzical look as this went against everything in her data banks about dogs, at least the parts about them not talking or standing on two legs. Nevertheless, she brushed aside her curiosity to address a more pressing concern that had brought her here.

Penny: I see. Thank you for informing me. By the way, I believe you should know that you are currently within the boundaries of a highly restricted area. Usually only authorized Atlas personnel are allowed here.

Milla figured out her mistake and got upset. She pouted with a hand covering her mouth and huge puppy eyes filled with regret.

Milla: Oh, I’m so sorry! I didn’t mean to intrude! I was just looking for some special crystals for my potions and noticed that this cave was full of them! There wasn’t anyone around so I thought it was ok to take what I could find! Please don’t be mad at me!

Penny: No need to worry. If you simply return all the Dust you have acquired, then I’m sure this can be resolved peacefully.

Penny slowly approached Milla, keeping up her reassuring smile to calm her new friend down. It seemed to work as Milla started to look less nervous and the android felt confident that this situation could be resolved peacefully.

Milla: Really? I’m not in trouble for any of this, am I?

Penny: Well as per Atlesian law, trespassing on military grounds would result in immediate incarceration, but I have no intention of-

Milla: (*Gasp*) No! I don’t want to go to jail again!

Milla’s eyes widened and she neglected to hear the last part of that sentence. She remembered the last time she was arrested despite her innocence, and though the scary lady wasn’t involved this time, the thought of being behind prison bars scared her.

On the other hand, Penny had been taken aback by Milla’s statement. The dog had said that she did not want to go to jail “again” meaning she had been arrested before. What could she have done to get arrested in the first place? Was she secretly a bad person? Could it be possible that she is in association with Salem? So many questions ran through the girl’s head and she just had to get some answers in order to figure out if the dog was friend or foe.

Penny: Milla… are you a criminal?

Milla: What? No! I’ll admit I have blown up public property, and did some questionable experiments, …and threaten to take over the world once. B-but… I’m not a bad person.

Unfortunately Milla’s pleas were far from convincing and she knew it. This further persuaded the Atlesian girl that Milla may have come with hostile intent and she could not allow the dog to snoop around. Especially since the mine was housing a secret project she and her friends had worked so hard on for the sake of saving the world. Tush Penny getting into a combat stance, preparing to engage Milla to avoid the worst case scenario.

Penny: I’m sorry, Milla. I don’t wish to fight you, but if you are a threat to Atlas then I have no choice but to subdue you.

Milla: Umm… uhh…

The dog’s body started to shake in fear. Milla had almost no chance of talking her way out of this one and she didn’t want to engage Penny in combat either. With little time to find a way out of this predicament, Milla went for the only option available to her.

And thus she ran.

Milla bolted on all fours and tried to get as far away from Penny as possible. She didn’t heed the cave she was entering as she did so and proceeded to go deep into the mines.

Penny watched as Milla fled from her and took that as a sign that her suspicions were correct. Since Milla had decided to run from her that must have meant she was an enemy of the kingdom and was plotting to do something horrible. Without hesitation, Penny activated her leg thrusters and flew after her target to apprehend her by any means necessary.

Fite by deathbattledino-db6e93n-0

As Milla ran through the mines she noticed how spacious they were and how they glistened with countless Dust embedded within the walls. She didn’t get much time to admire this however when she heard the familiar noise of rocket boots and turned around to see Penny coming straight for her.

Penny: Milla, please do not resist. I need you to stand down.

Understanding that words would not be enough, Penny decided to take an aggressive approach. Her backpack opened up and popped out her weapon, Floating Array. The hovering swords positioned themselves in groups of three and spun around fast creating glowing orbs of energy in between them. After a short charge-up, the orbs burst out a series of laser beams that headed straight towards Milla.

The dog saw the lasers coming and maneuvered away from each of them. It didn’t seem like any of the lasers could hit their mark until one laser landed right in front of Milla forcing her to stop in place to avoid being disintegrated. She then turned around and made a plea to her pursuer.

Milla: Please stop attacking me, Penny. I really hate fighting.

But the words fell on deaf ears as Penny was already in the midst of charging up another laser. Said laser then fired directly at Milla’s face forcing the pup to resort to self-defense.

She held her hands out and an emerald green shield manifested in front of her. The laser struck the shield and bounced right off it, saving Milla from the attack and instead redirecting it towards Penny.

Penny barely had a moment to process the counter before it struck her in the face causing her to spin backwards before making an instant recovery. She interpreted her opponent’s actions as a purely hostile attack and started to get mad from it and Milla could plainly see it on her face.

Milla: Oh dear.

The Atlesian girl changed tactics and flung her blades at Milla who dodged them effortlessly. Yet one of the blades zoomed right past Milla and lodged itself into a loose boulder. Penny yanked the blade back and it took the boulder with it and she made sure that they both got close to her target.

The unsuspecting Milla was struck from behind by the incoming boulder and hit with enough force to not only shatter the rock, but also fling her towards her opponent. Now that she had Milla in close range, Penny landed on the ground and retracted the remaining blades to swing them along a singular line. This dealt a series of repeated slashes to the dog who tried to keep it together during the onslaught.

Milla waited for the opening she needed and when it came she made another shield to stop the swords from hitting her. The entire set of swords pressed up against the shield in an effort to break through it, but Milla converted the shield’s energy into a Shield Burst that knocked the swords away and left Penny wide open.

The dog threw a quick jab at Penny’s face, stunning her opponent and followed it up with a few kicks with the last one having an uppercut effect that briefly launched the victim skywards. While the crane combo proved effective, Milla realized something was off. Penny’s body felt hard when she hit it, way too hard to be organic. She began to theorize that her opponent may not be what she appears on the outside.

But she had to put that theory on hold when she saw Penny get up with no sign of injury. The Atlesian girl lunged at Milla and prepared her swords for another slashing barrage only for Milla to graciously dodge it. As Milla dodged, she focused her energy into her palm to create a Phantom Cube which she immediately prepared to use.

Milla: Ok, that wasn’t enough. I’ll just have to hit you harder!

Milla took the Phantom Cube in her hand and made it glow brightly. Penny could tell this next attack was trouble and held up her arms to block it. All of a sudden the cube erupted into a big green laser, her Super Shield Burst, that hit Penny very hard and sent her flying into a nearby wall with enough force to crater it.

The dog looked closely at her opponent to see if her attack was effective. She could see that Penny had barely hung onto consciousness and was slowly getting up. Her Aura, which had helped shield her from the blast, flickered a green glow due to the minor strain it had endured. Despite all that, Penny shook off the pain and let out a smile.

Penny: Ouch. That cube sure packed a punch.

Penny then examined her body to check for any additional injuries and noticed one on her arm. Apparently her Aura wasn’t enough to protect her entirely and the laser ended up tearing through part of her sleeve and artificial skin revealing the metallic endoskeleton underneath. That would have been a major concern for Penny some time ago, but it wasn’t anymore, especially when was in the middle of a battle.

Of course she wasn’t the only one who noticed as Milla also got a glimpse of her biggest secret. The dog looked at her with curiosity as she finally began to understand what she was dealing with.

Milla: Your skin… it’s made of metal. You’re a machine.

Penny: I am more than just a machine. I am the first synthetic person capable of generating an Aura and I am as real as any other human.

Milla didn’t exactly know what Penny was talking about, but she got enough of it to know that she was an android. Yet the idea of a robot that behaved like a living thing fascinated her, indicated by her amazed expression. Although her admiration distracted her from a Floating Array that flew up and slashed the dog from the side.

The dog caught sight of the blade that struck her and saw that it was coming back for round two. She managed to dodge it this time only to see a second one come out of nowhere to make up for its comrade's missed swing. The second blade hit Milla dead center, pushing her back a bit and giving Penny enough time to reposition her two blades for another dual strike.

Penny threw her blades at Milla, but her opponent dodged them again and created two more Phantom Cubes in the process. The android knew the danger of the cubes this time around and luckily enough she was one step ahead of her opponent

After Penny’s swords missed, they lodged themselves into the ground behind Milla and they were conveniently wired to their wielder. She retracted the wires which pulled the android girl in like grappling hooks allowing her to close in on Milla and deliver a powerful dropkick to her face.

Milla was knocked back and tumbled a bit on the ground, but got up just in time to see Penny try and deliver another attack with her full set of blades. The dog leaped back and attempted to counter with a Super Shield Burst, yet Penny acted fast and spun her swords in an incredibly fast circle that formed a makeshift shield and perfectly blocked Milla’s laser.

Penny: A good effort, but I do not make the same mistake twice.

Penny’s declaration made it very clear that she had no intention of getting hit by the cube’s power again. That meant Milla needed to change tactics. So she leaped into the air and aimed her Phantom Cube away from Penny then used the resulting burst to propel herself forward at blindingly fast speeds. This helped her get over Penny and land right behind her, and that was when she brought out another Phantom Cube in hopes of blasting the android in her blind spot.

But that assumption proved wrong as Penny immediately turned around and threw her spinning swords like a buzzsaw. They shredded Milla before she could even make her move and the constant barrage made it difficult to fight back.

The dog had no means of escaping the spinning swords on her own so she took out her Shadow Guard to turn things around. Upon activation, a pitch black copy of Milla emergred right beside her and when Milla tried throwing a kick, the copy matched the movement and kicked the buzzsaw of blades aside thus saving the original Milla.

Penny returned Floating Array to herself to prepare her next attack. And not a moment too soon as she now had two anthropomorphic dogs coming right at her for a close-ranged brawl. The android swung her blades to match the blows of her attackers and fend them off, but the synchronized assault of the two Millas proved too much for her. In no time at all, the dogs powered their way through Floating Array and landed a multitude of blows onto the android.

And yet Penny held on and saw Milla attempt to end it with a double kick to her chest and brought out a single sword to stop both the dog and her clone. Milla was surprised by Penny’s sudden comeback leaving her vulnerable long enough for Penny to take out her other swords, group them together, and blast her away with a laser beam.

The dog became concussed from the energy blast and didn’t even notice that her shadow clone ran out of time and returned to her. Penny took advantage of this by firing more lasers that blasted her opponent over and over.

The barrage heavily injured Milla, but also woke her up so she could process the attack. Remembering that she still had a Phantom Cube at her disposal. She grabbed it and forged it into a Cube Shield that caught three of the lasers and deflected them. Penny braced herself to get hit by the lasers again, but they went right over her head much to her confusion.

In truth, Milla knew such an attack would do little to harm her opponent which is why she had something else in mind. She had aimed her shield upwards so that it would hit the ceiling of the cave and sure enough the damage took out dozens of huge rocks from it that all threatened to bury Penny alive.

The android saw the rocks falling and prioritized getting them out of the way. She took most of her swords and flung them at the rocks and they proceeded to slash through them at incredible speeds. When the job was done, the rocks were reduced to pebbles that harmlessly scattered on the ground. Penny looked relieved to be safe from one obstacle, but she forgot about the other obstacle that was coming at her with her Vortex attack.

Milla’s energy buzzsaw hit Penny with an intense force that knocked her down. The android could feel it drain her Aura, and it wasn’t only due to its power but also because of the Healing Strike potion Milla injected prior to the fight. Its effects took the energy from Penny’s Aura and used it to restore the dog’s vitality that was lost from the laser bombardment.

Milla: That was a close one. It’s a good thing my Healing Strike potion worked as intended.

Granted, it was far too early to assume things would be alright. Three of the Floating Arrays, which Penny had kept aside instead of using on the rocks, combined their power to land a direct hit on Milla. The dog shrugged it off and saw another laser coming so she quickly made a Phantom Cube to help propel herself away with a Super Shield Burst. Milla decided it was best to keep her distance for now and devise a proper strategy to take down her opponent. Thus she got on all fours and ran deeper into the cave and out of her persuer’s attack range.

Half a second later, Penny got up and brushed off the dirt on her dress. She noticed that Milla had run off again, but refused to let her target escape so easily. A pair of reticles then formed on her eyes as she stared intensely ahead. Thanks to her cybernetic biology, Penny was able to use her eyes to map out the caves ahead and pinpoint Milla’s location. It seemed that she was heading towards the center of the mine which held a higher concentration of Dust crystals and sat right below the very project she needed to protect. Should someone go down there it could lead to some serious problems if they did anything reckless. Not wanting Milla to be that someone reckless, Penny activated her thrusters and flew after the dog before it was too late.

Penny: I don’t know what you are planning Milla, but I will do whatever it takes to stop you!

Penny’s rocket boots worked their magic and got her through the cave fast. It didn’t take long for her to catch up to Milla who saw that the android had not given up the chase. Penny then brought out Floating Array again and Milla turned her attention to the blades, remembering how much trouble they have given her already.

Milla: She’s able to control all those swords so fluently. I need to disarm her somehow if I’m going to stop her.

The android then threw her blades buzzsaw style, but Milla quickly leaped over it. While the dog was airbound, she made a Phantom Cube that she turned into a laser to simultaneously fire at Penny and launch herself further away from her. Penny narrowly dodged it by leaning to the side and increased her thrust to match her opponent’s speed.

The chase was really getting intense, yet Milla would not let Penny catch her and ran as fast as her arms and legs could take her. She eventually reached the end of the tunnel, but accidentally ran herself off a ledge with a massive drop below. Milla yelped from the sudden drop, but instead of going splat she rapidly flapped her ears similar to how a bird flaps its wings and kept herself in the air with the power of her Puppy Float.

Her flight didn’t last long, but it brought her safely to an artificial bridge. Upon landing, Milla looked around and realized that she was in the center of the mine which had much more open space than the tunnel and contained several more artificial bridges like the one she stood on.

Penny exited the tunnel soon after and saw Milla down below observing their new surroundings. She didn’t hesitate to attack and fired lasers from her swords. The first laser hit Milla directly and knocked her down and the others hit the bridge the dog stood on to destroy it. Penny watched as Milla fell alongside the rubble and thought she had a wide open shot prompting her to fire more lasers.

Though Milla was in panic from the fall, she still saw the lasers coming and put up an energy shield to counter them. She successfully bounced back the lasers and made them hit the swords that were firing them, knocking the weapons back and canceling out their attack. Penny saw how efficient the shields could be and began to make a mental note of them.

Penny: Her shields possess a unique property that allows her to redirect energy. I must find a way around them.

The android calculated possible solutions to overcome the dog’s defenses and acted upon the first solution that came to mind. On the other end, Milla slowed down her descent by Puppy Floating to another bridge only to be immediately assaulted by more lasers once Penny got her weapons back into position. She held her shield up to send the lasers back to Penny, but the android flew to the side to avoid her own attacks.

However, this did not stop Penny from ceasing fire. She actually started circling around Milla and continued her assault, hoping to exploit an opening in her opponent’s shield while making sure that the deflected attacks did not hit her. Despite her best efforts, Milla’s reflexes proved too quick and she managed to move her shield around to stop every single energy blast.

Another approach was needed, and fortunately for Penny she had already thought of one. She spread out her swords as much as possible and fired a twin set of lasers at the same time. They came at Milla from two different angles, and her shield was not big enough to catch them both. So instead of trying to protect herself from them, Milla charged forward and dodged them at the last second by jumping high into the air. The dog then made a Phantom Cube and waited until she was right over Penny’s head to blast it at her as a Super Shield Burst.

Penny plummeted down to the very bottom of the mine, but broke her fall with her own landing strategy. Milla wasn’t far behind and prepared three new Phantom Cubes to keep the pressure going on her opponent. The first cube was used for a second downwards Super Shield Burst, but Penny spun her swords to shield herself from it. Using the laser’s recoil, Milla pushed herself to a safe distance and tried the Super Shield Burst again with the second cube. The android sidestepped out of the way and saw Milla preparing to use the third cube.

Expecting it to turn into a massive laser like the ones before it, Penny preemptively sidestepped away from the incoming projectile. But as it passed by her nose, she noticed that what she had dodged wasn’t a laser but a small cube moving at high speeds. This was followed by several more small cubes that struck Penny in several vital areas and almost made her fall to her knees. Still, this did not affect the android’s will or her control over Floating array which she used to slice up the rest of the cubes coming at her.

Milla kept on firing her Cube Blaster in her effort to blitz Penny, yet the Phantom Cube supplying it could only last so long. The cube inevitably shrunk into nothingness and that in turn ended the Cube Blaster. Now out of ammo, Milla’s eyes widened as she realized that she had left an opening for her opponent to exploit.

Penny saw the opening too and threw Floating Array like a spinning buzzsaw again to slice the dog in half. Milla intercepted the attack by using her Vortex, matching the power of the android as both spinning attacks of doom grinded against each other. But what Milla didn’t know was that Penny did not use all of her swords and held onto two that stayed at her side. She had the spare swords blast out lasers and thrust her forward so she could catch Milla off guard and tackle her.

The android then retrieved her other swords and used them to repeatedly slash at the stunned Milla, dealing further damage to her in the process. Milla recovered after a while and jumped back to avoid the swinging sword. In response, Penny threw her swords at Milla to ensure her onslaught did not end there.

Milla pulled up her shield to defend herself from the blades, yet one sneaky blade went below her shield and sliced her leg. The pain caused Milla to let out a brief scream as she dropped her shield and stumbled onto the ground.

Penny took the opportunity to finish off her opponent for good and gathered her swords for a decisive blow. The twelve blades of Floating Array spun together in a huge circle, generating a huge surge of energy that was unleashed into a laser much larger than the ones previously fired.

Milla knew she wouldn’t be able to get up in time to deflect it with her shield, if it was even possible to do so against an energy attack of that size, so she started searching for an alternative. Rummaging through her supplies, she found a power-enhancing ring, several potions including one she did not want to break, and an assortment of jewels or more accurately: charms. She grabbed the charm that looked like a pair of raindrops and gripped it tightly right before the laser enveloped her.

The power of Penny’s mega laser shook the mines and the android believed that her attack would have reduced her opponent to ashes. But when the laser dissipated, Penny was surprised to see that Milla had survived with no scratches on her. Penny became perplexed on how her opponent pulled off such a feat and then noticed a bubble-shaped barrier surrounding the dog. It had barely held together during the laser attack, but proved to be enough to endure it.

Penny: Oh. I see that you have equipped an additional energy barrier.

Milla: Yup. I always come prepared for when robots are attacking.

It was clear that Milla took pride in her robot-smashing equipment, though that wouldn’t deter Penny. The android rushed towards the dog and began using her swords for melee combat. Yet all her attacks bounced off the shield making her ordeal that much more difficult.

Milla felt safe behind her barrier, but its sudden flickering reminded her that it wouldn’t last forever. She acted fast and spawned as many Phantom Cubes as she could muster. Once the half dozen cubes were assembled, she used the first for a Super Shield Burst that hit Penny in the chest.

Penny was knocked back, but managed to plant her feet firmly into the ground to slow herself down. She resumed her efforts to break the barrier and flung her swords one by one to assault her opponent from every viable direction. Milla took the second cube and started intercepting the attack by blasting smaller cubes at the swords, repelling them before they even got close to touching her.

The dog then used her third Phantom Cube to blast herself in Penny’s direction. She closed the gap between them in half a second which provided the opportunity for her to use close range while the android was stuck in long range. Milla unleashed several kicks upon Penny then created a Vortex in an attempt to inflict greater amounts of damage. But Penny was not going to let that happen and fought back with her own kick towards the dog’s stomach.

As luck would have it, that kick broke the last bit of energy in Milla’s barrier and traveled further until it struck Milla and knocked the wind out of her. Penny followed it up by throwing a few punches that seemingly put Milla on the ropes, but Milla regained footing and caught one of the incoming punches.

Having stopped her opponent’s fists, Milla decided to take the fourth cube and destroy her with a point-blank Super Shield Burst. The android anticipated the attack and quickly pulled all parts of Floating Array back. She made sure to aim one of her swords at Milla’s free hand, which was harnessing the Phantom Cube’s energy. When the weapon made contact, it knocked the hand aside and threw off Milla’s aim, sparing Penny from a potentially fatal laser to the face.

As the tables turned, Penny gave a confident smirk and Milla started to look frightened. That minor slip up would cost the dog dearly and the consequences started when Penny delivered a series of upward slashes to Milla’s face. Penny delivered more and more slashes from her swords, going for every bit of Milla’s body and not giving the dog a single chance to recuperate.

It was after a particularly powerful slash that Milla’s body began spewing blood, an indication that she was reaching her limit. Yet the immense pain had no effect on the dog who shrugged it off with all her might.

Milla: I don’t go down that easy!

Milla grabbed her fifth Phantom Cube and moved as fast as possible to make it into a laser blast that landed a critical hit on Penny. The android felt her Aura nearly break as she rocketed through the air before crashing into the ground. It was a devastating blow, yet it came at a cost for Milla only had one cube left and odds were that Penny would not give her the chance to make anymore.

Acting immediately, Milla ran on all fours to reach the android then jumped in the air to position herself above her opponent. Milla got ready to fire the final Phantom Cube and keep Penny down for good, but the latter had already calculated her counterattack. Penny took out Floating Array and aimed them away from her target then had them all fire their lasers at once. As a result, Penny launched herself like a firework and rammed into Milla before she could make her move.

The two flew high into the air, almost reaching the ceiling of the mine. Of course, Penny knew she needed to stabilize herself in order to avoid a fatal collision with the rocky roof and switched from her swords to her rocket boots to stay in the air. Milla slipped off around the same time and ended up getting quite a bit away from her attacker as she plummeted. Although she tried using her Puppy Float to stay airbound as well instead of taking the alternative.

Penny saw an opportunity to take down the vulnerable dog and threw one of her blades at her. Milla saw the incoming blade and remembered that she still had not used her last cube and decided to place her hopes in it. She let out a Super Shield Burst to match the flying sword, but surprisingly both attacks went past each other and continued en route to their respective targets.

Penny held her arms up in defense which helped reduce the damage she took from Milla’s laser. Milla, on the other hand, took a small cut to her hip that did little harm to her, though it did knock an item out of her possession.

The dog glanced at the forcibly discarded item and she looked horrified once she managed to identify the item falling to the ground. It was a potion bottle containing a very powerful formula inside.

Milla: No! Not that potion!

If that formula were to be recklessly unleashed, it would create a gargantuan explosion strong enough to annihilate everything in sight. Granted, it wasn’t as dangerous as a certain potion Milla made in the past, but the blast that was about to happen would be quite similar.

The bottle hit the ground and shattered, unleashing the chemical inside which immediately combusted into a big kaboom. As the fires of the explosion rose up quickly, they destroyed the remaining bridges in the mine and sent their chunks towards Penny and Milla. Both of them were hit by the chunks, yet hardly fazed as they treated them as platforms even when they began to plummet downwards.

Penny watched in horror as the mines began to fall apart. Not only had her worst fears come true, this senseless destruction would certainly throw a wrench in the project which had probably been pushed into the stratosphere prematurely by now. Such a thing would greatly upset Penny's friends, knowing that their efforts had been sabatoged like this and that upset Penny too. There was nothing Penny could do to protect the mines anymore, but she could still avenge them.

Penny: The communications tower... no... I won't let you get away with this!

The android stared at Milla, the source of the destruction, in anger and her eyes began to emit bright green flames. She charged at Milla and threw a slash at her, only for the dog to leap over her and kick her in the back. Milla added onto her attack by immediately making two Phantom Cubes and converting them into Super Shield Bursts. Both the lasers hit Penny with an intense force that launched her into a wall and made her fall to the center of the mine at a faster rate.

Milla looked over the edge and watched as Penny fell out of sight. It seemed like the android would not be getting back up and Milla let out a sigh of relief. But that relief soon turned to stress when she heard the sound of thunder overhead. Looking up, the dog witnessed a huge storm cloud forming within the mine, something that is normally against the laws of nature. The cloud instantly let out a huge gust of wind that swept everything in its vicinity and Milla tried hard to resist so she wouldn’t be blown off her platform.

Milla: A thunderstorm!? In here!? This shouldn’t be physically possible!

The storm then let out a huge lightning bolt that struck the platform the dog was standing on causing her to plummet further down just like her opponent. As Milla did so, she caught up to Penny whose eyes now burned brightly with green flames. Though she had no knowledge of the Winter Maiden’s powers, it didn’t take a genius to tell that Penny had been responsible for the storm.

Penny: I am not done yet! I refuse to yield!

Penny’s determination echoed throughout the collapsing mine and even intimidated Milla a bit. Yet the dog refused to back down and readied a six pack of Phantom Cubes to face Penny at full power.

Milla: Ok, then I won’t be holding back anymore. Bring it on!

Several chunks of rocks fell past Penny and Milla to hit the ground with incredible might. Their combined impacts caused the floor to slowly crack and eventually shatter, revealing a massive pit into a part of the mine never seen before. The two fighters fell through the hole and kept their eyes on each other knowing that this newly discovered location would be where the final showdown takes place.

Penny used two of her swords as thrusters and Milla launched herself by spending a cube. Both launched themselves to the center and threw kicks towards each other that matched up perfectly. The collision pushed them both backwards and Penny caught herself in midair with the aid of her rocket boots while Milla landed on the wall of the pit and started running down it.

The android had Floating Array fire lasers at the dog who quickly maneuvered around them. Milla attempted to retaliate by using her Cube Blaster, spending another Phantom Cube, and firing miniature cubes at her opponent. However, that attack would not have the same success it had previously as Penny used her Maiden powers to create a huge surge of wind that stopped the cubes in their tracks and blew them back in Milla’s direction.

Milla was panicked by the sudden reversal and got hit in the face by a few of the projectiles. She barely had enough time to leap off the wall to avoid the rest of her cubes. It was a split-second decision and Milla didn’t have a follow up, that is until she saw more chunks of rocks that had fallen into the pit along with her and Penny.

The dog Puppy Floated onto one of the rocks and began leaping across the rocks to reach her target. Penny wouldn’t allow Milla to get close and used the winds again to try and blow her away. Milla briefly slipped as the gust blew her back, but with the help of another Phantom Cube she launched herself forward, giving her enough momentum to reach the android and ram into her with a Vortex attack. The energy buzzsaw chipped away at Penny’s Aura, yet she held on long enough to concentrate on Floating Array and use its swords to slash Milla away.

Penny observed her opponent landing on another rock and fired a light blue beam from her hands. The beam missed Milla and hit the rock instead, but that was exactly what Penny wanted as the rock immediately became encased in ice as a result. Milla did not expect the ice attack, nor did she anticipate the ice spreading far enough to wrap around her feet and trap her on the rock. The dog struggled to break free, albeit she knew there was little time to do so as proven when Penny flew in close for another attack.

With a series of synchronized slashes from Floating Array, Penny broke the iced-up rock that contained Milla and harmed the latter greatly too. She threw more slashes to stack upon the damage dealt before grabbing the dog and flying forward fast. Penny smashed Milla through one of the falling rocks and then into the walls of the bit, brutally grinding her downwards against the stones in the process.

At the given rate, the android believed she would wear her opponent down in no time. Although that changed when she felt a massive surge of heat that forced her to jump back. Penny then noticed two things: one, that the glove that helped hold Milla had been burnt off, and two, that a red barrier was now surrounding Milla who had taken out another charm.

Penny: Another energy barrier. I shall eliminate it using the same method as before.

Penny prepared to use her swords again, but Milla was one step ahead of her and used a Super Shield Burst to blast the android onto a falling rock and concuss her. Milla chased after her opponent and put her Fire Shield to use by landing on the same rock and hitting Penny with a crane style combo that left burns via contact with the elemental shield.

During that combo, Milla felt a small draft and jumped high into the air as a reaction. Her hunch proved to be correct and Penny had regained her senses and tried to hit Milla with another gust of wind. Thanks to that impressive dodge, Milla had an opportunity to utilize her second to last cube and rained upon Penny with the Cube Blaster. The miniature cubes managed to stun Penny a second time and let Milla land another Super Shield Burst from above.

The blow sent Penny right straight through the rock she stood on and obliterated it. Yet the android miraculously survived with what little consciousness and Aura she had. She needed to for such a crucial moment as Milla had exhausted the last of her Phantom Cubes and had left herself wide open.

Penny used her rocket boots to stabilize herself and took aim at Milla as she fell into position. She summoned a huge storm above them that crackled with lightning and blew a mighty hail-filled chill into the pit. The android summoned a lightning bolt that hit her directly, but instead of a fatal electrocution, the lightning charged up her weapon making it all the more powerful when she grouped all her swords together and fired a gargantuan laser at Milla.

The dog didn’t have enough time to retort so she bet on her Fire Shield to protect her from the attack. Though the shield held together for a few seconds, the enhancements from Penny’s Maiden powers proved too much for the basset’s barrier and destroyed it with ease. Milla took the giant laser head on and felt her fur nearly singe off on top of the immense pain that flowed throughout her body.

While Milla had tanked the hit, mostly thanks to her shield blocking out most of it, it felt like her body was falling apart. She barely had the stamina to keep going, yet that didn’t stop her from putting her brain to work and figuring out how to turn the tables.

Milla: She’s too strong! I can’t fight her head on, but maybe if I try… (*freezes a bit to ponder*) It’s definitely a risk, but I have to at least try.

Milla searched her inventory and took out her last resort, the Payback Ring. Upon equipping it, she felt a surge of energy only available when she was at her limit and she would need that strength if she wanted to previal over this dire situation. She then proceeded to create more Phantom Cubes to aid her, although she had to stop at two when she saw Penny throw her swords at her. The dog ducked causing the swords to lodge themselves into the rocks. Penny pulled them back and took a couple chunks out so that they would fall towards her elusive target.

In response, Milla used her Cube Blaster to quickly dispose of the stones. She used up a Phantom Cube in the process, but it didn’t stop her from making two more before Penny’s next attack. The android neared her opponent and threw several slashes only for each of them to narrowly be dodged. Milla then used her ears to float over Penny and kick her in the back of the head which helped propel her away from the latter. Yet Penny made sure the dog did not escape by throwing her sword like a buzzsaw and delivering several vertical slashes to Milla’s face until they knocked her away and into a wall.

Penny saw that her attack had little effect as Milla regained her footing and ran down the wall while completing her full set of Phantom Cubes. She had to stop her in her tracks, or rather make her slip in her tracks, so Penny fired a beam of ice right below Milla and froze the trail ahead. Sure enough, Milla couldn’t not keep balance against the slippery slope and tripped on the wall and painfully tumbled against it as well.

The android seized the chance to take down Milla and put Floating Array in groups of three to fire multiple lasers at the dog. However, Milla snapped back from her slip-up just in time to see the attack coming and took a cube to form into a Cube Shield and deflect all of the lasers. Most of the lasers failed to hit a target and struck the walls of the pit instead, yet one laser still made its mark and hit Penny in the chest. When Milla saw the android struggle to make an immediate recovery, she knew this was the moment she needed to enact her plan.

Milla activated her Super Shield Burst to launch herself in Penny’s direction, and when the latter tried to counter with a swing of her blades, the former used another burst to launch herself out of the way. Using the other cubes, Milla launched herself in various directions making it difficult for the android to get a solid lock on her. Before Penny could even find a way to corner Milla it was too late, as the dog had gotten right behind the android; exactly where she wanted to be.

Starting by creating two more Phantom Cubes, Milla used the first to blast herself at high speeds, and the second to aim for Penny’s backpack, the core of her weapon, Floating Array. Milla had already figured out that the swords were all connected to the backpack and thus attacked it with all her might via a big green laser.

The attack devastated Floating Array, destroying the wires, causing the swords to fall, and making sparks erupt from the backpack. But more importantly, Penny had been heavily spiked downwards, hitting the wall hard which ended up pushing her Aura to the limit as it gave one last flicker then faded away.

Milla: Yay! I have exercised the demons. No more weapons means no more laser-firing swords.

Milla was in fact correct. Penny had been completely disarmed and without Aura, the next hit she took would potentially be her last. Yet as Penny’s rocket boots halted her descent, the flames in her eyes presented a reminder that she still had the Maiden’s power and that she would use it to fight until the last of her life was extinguished.

Penny: This isn't over! I still have plenty of options for combat!

Penny utilized her magic to make a huge cloud that could barely be contained by the pit they stood in. The clouds unleashed a powerful hail storm that pelted Milla with the ice chunks to let her know that the calm was over and the storm had begun.

Milla felt a gust of wind come from the storm soon after and clung onto a nearby falling rock so that she wouldn’t be blown away. Unbeknownst to her, Penny was right beneath her forging a new weapon with the power of the Winter Maiden. The android created several swords, all pure green and crystal-like in texture to replace her recently deactivated Floating Array.

Penny threw her magic swords skywards and they cleaved all the remaining debris in the pit in half, including the one Milla was using as a platform. The android then summoned another set of swords to float by her side as she honed in on her opponent. She spun them around as she slashed the dog as many times as she could, trying to cut apart what remained of her life. But Milla made sure the combo didn’t last forever by making a Barrier Shield that stopped the slashes at the expense of being pushed back by the brute force.

Milla landed on the edge of the pit and leaped off it. She went for a counterattack by making a Vortex, and yet Penny countered that with some upward slashes that knocked Milla skyward. Granted, that period of being airbound gave the dog plenty of time to make four more Phantom Cubes and she used the first of them to launch herself back down.

Penny realized what came next and made a shield out of her swords to stop a Super Shield Burst right as Milla made it with the second cube. The shield blocked out the attack, yet Penny still felt a bit of whiplash from its power. She wasn’t sure how much longer she would hold up and that duration grew shorter when Milla used her Puppy Float to get close and go for another laser attack.

The android’s eyes widened and she flew to the side, barely avoiding the laser as it scratched her on the nose. She had to retaliate fast, so she made her winds more intense than ever which caught her opponent and pinned her to the walls of the pit. Penny followed up her assault by flinging her swords at Milla who made a Cube Shield to repel the attack to the best of her ability.

Milla: I can’t go down now! I won’t!

Milla’s shield did stop every sword that hit it and sent them flying back, but Penny maneuvered around them and made another set with her magic to keep throwing. None of the swords could get past the shield, but some of them hit the wall behind Milla instead causing it to crack.

Penny: I won’t go down either! I must stop you for the sake of helping my friends!

Milla: …Friends?

Penny thought about how she and her friends had worked hard to secure the mine and protect the project they worked on that would soon save the world. Her feelings to help those she cared about gave her the strength to fight harder by summoning one more pair of magic swords.

The first set she flung hit the rocks around her target, making their cracks wider and breaking them apart. Thus Milla slipped from the wall and the winds binded her too, leaving a brief opening in her barrier which fell off-center. One more sword was thrown at that opening and pierced right through Milla’s heart, putting the pooch beyond recovery as she coughed up blood and fell to the end of the pit.

Milla reached the bottom of the bit and landed hard, back first, with not dying from the impact being more or less her only silver lining. She watched above as she saw Penny fly down and land on the ground with her.

Though her target had been dealt with, Penny couldn’t help but feel remorse for her actions. She didn’t want it to come for this, and yet she ended up taking things too far, and took the life of a living, breathing thing. The android reluctantly toughened up so she could confront Milla in her final moments and deduce her intentions.

Penny: You’re done for… please tell me, why did you do this? Why did you come to bring such destruction?

Milla looked at Penny’s earnest eyes. The expression the dog gave was unexpected as it didn’t contain any rage towards her killer nor fear towards her inevitable death. Instead, Milla looked completely sad because of a revelation she had discovered.

Milla: I’m… I’m sorry (*cough*) I didn’t mean to cause any of this. I should have realized there was a reason you were serious about protecting this place… it means a lot to your friends doesn’t it? (*cough*)

Penny stepped back a bit upon hearing that. Milla appeared to be sympathizing with her as if she now understood her determination.

Milla: I have lots of friends too. There’s Lilac, and Carol, and Neera, and Aaa, and General Go-

The dog coughed once again with a large amount of blood coming out. She didn’t have time for a long speech so she mustered her strength to wrap it up.

Milla: The point is… I know what it’s like to have friends, to have people you care about and who you care for back. I would do anything if it meant putting a smile on their faces, and I’m sure you’re the same way.

Penny covered her mouth in shock. Those words were absolutely pure and had no malice behind them. The android realized her mistake, and if she was capable of crying, tears would be coming out like a flood right now. After a couple seconds to compose herself, Penny leaned down to Milla with a melancholic look on her face.

Penny: Y-you… you’re not really a criminal are you? You’re a good dog, aren’t you Milla? And I… I…

Penny felt something soft touch her hand and saw that it was Milla’s paw. The dog now had a bright smile that existed for nothing more than to reassure her former enemy.

Milla: It’s ok, Penny. (*cough*) You’re a good person, I’m sure of it. If I can make one last request… can you promise me that you’ll keep doing good? That you’ll always be there for your friends?

Milla looked at Penny with pleading eyes, hoping that one of them could at least be there for the people who need them. Penny hesitated for a moment then nodded which made Milla really happy. The android then slowly took Milla into her arms, wanting to do one last thing before the latter died.

Penny: If I can make a request as well, may I finish you off. I can make your death less painful… so that you won’t have to suffer anymore.

As Milla felt the life drain from her body, she gave a nod back to Penny. If she were to die, she would prefer to go out as peacefully as physically possible. Once Penny got confirmation, she used her Maiden powers to slowly freeze Milla’s body, numbing the pain as her body shut down.

Milla: Thank… you…

Milla closed her eyes as the ice encased her body and turned it solid blue. Cracks then appeared on the frozen corpse and grew bigger until they reached every corner. Eventually Milla’s body shattered into a pile of diamond dust marking the end of the war dog turned hero.

A grief-stricken Penny then created a small wind to blow Milla’s frozen ashes away and watched them scatter out of the secret chasm and into parts unknown. She stared towards the ashes for a long while, thinking about the promise she just made to Milla, a promise to a very important dog that she wished to one day see again.

Penny: Goodbye… friend.

KO Text created by AwesomeEthan

Results[]

Boomstick: Godd*mmit (*sniffs*) I’m not saying I wanted to see Penny dismantled a third time, but… (*sniffs louder*) oh who am I kidding? This was going to be heartbreaking no matter who won.

Wiz: This was one of the trickiest Death Battles we’ve ever dealt with. Both Penny and Milla had such distinct advantages over the other that it was difficult to determine who would truly come out on top. In fact, if we ran this fight about 100 more times there are a few scenarios where Milla would emerge victorious.

Popup: Intelligence is roughly an even match in this case. Despite their semi-oblivious personalities, Penny and Milla have demonstrated great intellect and analytic abilities. Sort of a matter of book smart over street smart.

Boomstick: It’s not that surprising really. Milla managed to outrun circuit-bound electricity that moves at 90% light speed or well over Mach 786,000 which is thousands of times faster than the Huntresses that Penny can react to. So speed obviously went to Milla, but power on the other hand is a clear win for the robot chick.

Wiz: Scaling Penny’s Maiden powers to that of Raven’s, she should be able to generate energy greater than 9 Kilotons of TNT. That’s 13 times stronger than Serpentine’s garbage nuking blast, the best feat we can compare Milla’s power to.

Popup: Having fought on-par with Cinder Fall, the Fall Maiden, proves that Penny is capable of handling opponents far stronger than Milla.

Boomstick: Sure, Milla potentially matched and exceeded that power when she made that volcano-busting potion, but we can’t apply that. She needed specific ingredients that she doesn’t carry on-hand just to make just one potion. A single bomb isn’t enough to guarantee victory plus that potion is not designed for direct combat in the first place. I’m pretty sure Milla knew that since she wasn’t near the explosion when it went off.

Wiz: With the Winter Maiden’s power, Penny could annihilate Milla if she landed a solid hit. Even if the Petal Armor did grant Milla brief invulnerability upon each hit, it would hardly matter if she took too much damage before its activation. At the same time though, Milla’s superior speed meant she could dodge anything Penny threw at her and eventually blitz her.

Boomstick: In short, Penny was way too strong while Milla was way too fast. Both possesed the means to completely overpower the other, but not with those sole advantages alone. To figure out who had the best odds of winning here, it came down to their skills and equipment.

Wiz: Interestingly enough, their primary weapons, Floating Array and the Phantom Cubes had similar offensive capabilities such as lasers and improvised thrusters. Milla did have an edge with her barriers and their ability to deflect projectiles, although such a tactic would only work for so long. Not to mention, her shields can be pushed to physical limits meaning Penny could break through them with enough force.

Popup: To clarify, when Milla was ambushed in Thermal Base by Brevon’s soldiers, she tried blocking their gunfire with her shield and stated that she couldn’t hold them back for very long. This implies that the excessive force would have eventually destroyed her defenses.

Boomstick: And unlike the Phantom Cubes, Penny’s flying swords don’t go away after the first attack. She could spam her power moves all she wanted without needing to recharge. The same could also be said for her Aura since it regenerates itself over time and could tank some big hits. It’s a much more reliable defense than Milla’s elemental barriers that disappear for good after blocking only a couple attacks.

Popup: It’s worth noting that Floating Array has a longer attack range than any of Milla’s attacks.

Wiz: Penny’s more sustainable arsenal could help her endure the fight long enough to find a way around Milla’s speed and defenses. In addition, her ability to fly ensured she had better mobility in the battlefield and could stay out of Milla’s reach, limiting the Basset Hound’s options for fighting back. This including Milla's ability to recover from injuries through the Healing Strike which only worked if she made physical contact with a target.

Boomstick: Don’t forget that Penny was formally trained in combat during her time at Beacon and had experience serving in the Atlas military. Milla’s experience mostly comes from getting dragged into saving the world. She’s not really a seasoned fighter in comparison.

Wiz: All Penny had to do was play it safe with her combat ready capabilities until Milla inevitably exhausted herself. As soon as that opening appeared, Penny could make use of her raw power and put down the war dog once and for all.

Boomstick: (*starts sniffing again*) You really had to say “put down”? You know how I feel about dogs dying. I swear, this is the last time we’re risking live dog murder.

Wiz: Penny and Milla proved to be incredible fighters behind their innocent demeanors, fitting for those built for war. Yet when it comes down to it, Penny’s might, abilities, and experience made her the finer friendship-loving warrior.

Boomstick: I’m sure there were high hopes for Milla, but Atlas she was Polen-done-a from the start.

Wiz: The winner is Penny Polendina.

PennyWins

Soundtrack Cover[]

FriendOfFreedom

Next Time[]

Sarge: I hope you brought your wallet... 'cause the rent in Hell gets paid in advance!

Soldier: If God had wanted you to live, he would not have created me!

Next Time: Soldier vs Sarge!!!

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