Yuri: Howdy all, Welcome to the new and improved Ms. Calculated Risk! Now, if you've read this story before the 14th of August, 2016, you'd probably notice that this is a bit different. We've gone over everything and my amazing friend Edger has been so kind as to expand and improve the story dramatically. He's got his own introduction on the bottom AN, go check it out. To any and all readers, new or old, we hope you enjoy the ride!

Ch. 0: Prologue and Exposition

Roman Torchwick isn't known for being a man of honor, a man of fortitude, or of anything other than one Remnant's well known low-lifes. Most understand his game, and know how to work with him, and never, never, against him. Cinder liked to think she was all high and mighty, but he figured for the price she was offering, he could take the small demeaning attitude.

But being pushed ahead of schedule? Dealing with that nuisance of a group they called the White Fang, and leaving him to the very police force they're here to destroy?

Well, she would learn exactly why he was one crook you don't cross.

The moment his cell was opened for his meal of the day, he could tell the guard didn't exactly respect him, extending his whole arm into his cell while it was wide open. It was mere child's play to lift both arms over his head and knock the guard out with his own cuffs. With the proper means to remove his restraints, he originally planned to simply escape and ruin Cinder's operation from the inside.

What he didn't expect was the proximity alarms placed around his cell, as robotic and human guards alike started to fill the room from both ends.

Naturally, understanding his situation and knowing full well what the consequences would be, he did what any man in his position would do...or at least what someone of his stature would've done.

While running towards the nearest entrance, he grabbed the knocked out guard's weapon, and began shooting whoever stood in his way, and receiving return fire in the process. Although he did make it out of the holding room and into some other next room, he had certainly taken damage, and he knew he wouldn't make it. There was no illusion even Neo could create to stop that.

And that's when he saw her...the girl.

The given code name, "Penny", Atlas' prized possession, a secret weapon and best friend to little red...and she was ripe for the hacking.

She was laying in an upright position on what appeared to be a charging station, with her diagnostics written on a large computer monitor for viewing by those who may come across the area. He may not have had much time left, but he was sure of one thing he could do with what he did have.

There's a reason why Roman always wore gloves where he went. His semblance was one that's certainly...hard to control. Upon touching any electronic device, his conscience was able to merge with the electronics, able to enhance its activity, speed, power, anything of the sort that could be altered through tinkering and machinery, in mere seconds. He managed to concentrate this to create the memory sticks used by Cinder to hack beacon's mainframe during their silly little dance. To avoid accidentally merging with a computer, or his scroll, he wore his trademark leather gloves, which halted his flow of aura so that merging wouldn't occur on contact.

Originally Cinder's plan was to use this to her advantage upon realizing the capabilities of "Penny", and they planned for Roman to alter her programming to have her join their side. It was supposed to be right before the final round of the vytal festival, after having her execute whoever her opponent was to ensure the grimm would be attracted to the audience's fear.

But in his current state, not to mention anger at Cinder and memory of Ruby, he had something...different in mind.

See, he was aware that if he made her into a killing machine, then Cinder's plan could very well come to fruition. Even if Penny did manage to kill Cinder before terrorizing the rest, the grimm would still manage to run through the town, and her plan would have been realized. But he also certainly couldn't have passed up this opportunity. If only he had a way to crush Cinder, without causing fear. If only he could overrun her with...pleasure.

Formulating his plan and understanding his time was short, he used his weaning strength to pull off his gloves, and pressed both hands to Penny's head, merging himself with her for a short time. What was completed in that short time however, that's something he really wish he could've seen.

He first added in several files to help her social abilities, everything from lying (and removing that stupid glitch that makes her hiccup when she lies), to normal manner of speech, and most important to his plan, the art of seduction. In this section of her files, he made sure to leave plenty of materials for her viewing pleasure.

Then as he looked into her programming, he realized he could add something...extra. With her culmination of a machine with aura, Torchwick was actually able to grant her the same amount of potential as his hard drive had. With this, if she learned how to properly use it, she could manifest it into her own aura, and use it as a tool for manipulation. He also guessed that, since it goes directly through aura, she wouldn't even need to speak for her manipulation to occur.

It was all guesswork, and he had no idea if it could even work, but fuck it. If he was gonna get revenge, it was going to be brutal.

When he was finished, he made sure he had left little trace of his presence in the room. The last thing he would need is to have been thought to be in the room for too long. Seeing a vent next to her computer, he decided he would crawl in as far as he could, and would die from his wounds. It would leave the least suspicion of his activity here, and as far as he was concerned his plans for revenge were already set into motion.

Roman Torchwick may not live on, but his wrath against those who have wronged him will...in the best way possible.

"It seems he went in through the vent trying to escape, the scum."

"Yes, but what of Penny? Do you think he did anything to her?"

"Unlikely. From what the guards' reports, they landed a few hits on him before going in. It is likely he just went through the vent trying to escape and bled out."

"Even so General, she is my daughter. Is there any way we can be sure?"

"No worries Mr. Polendina, let's simply wake her up so that we can access her diagnostics. The safety firewalls in her system also should have prevented any form of malware should he have had that intent."

"Very well, get Ciel."

Penny knew exactly where she was upon "waking up". This had become a normal routine: wake up, say hello to her father and general Ironwood, and begin her day as ordered and directed. Today however, something felt...different. She wasn't sure what was, but she was of sound mind to notice that her father and the general were present. She also noticed her partner Ciel at the nearby terminal, which, while under normal circumstances would be considered non-threatening, at the moment...she was nervous.

"Penny, darling," Her father started, his worry echoing in his voice, "Do you feel alright?"

"Salutations father, salutations general Ironwood." Even upon saying what had become routine it was different. It no longer felt right. However she was aware that she was asked a question, and that not answering may alert them. "I feel fine father. Is something wrong?"

She didn't know why, but it felt weird to talk this way now, despite speaking that way her whole life.

'Something is different, but it doesn't feel "bad"' she thought to herself. 'I can't let them know, at least not until I can see if it's actually negative or not. They might take it away, if I'm not careful and attract too much attention to it.'

"We don't know, sweetie, but we think a recently escaped criminal may have done something to your programing. We're checking it right now."

A chill of fear ran up her spine. The anxiety was setting in, trying to think of a way to change his mind. She couldn't let them change her, not before she understood this for herself.

"Father I'm fine, I'm sure there's nothing wrong with my programming." As she spoke, she felt something buzz and ripple through her head, almost as if her words had a different effect when she allowed her emotions to take hold of them in that way.

Suddenly she could see something in her father's and general ironwood's eyes. From what she remembered from her movie databases, the best she could describe how they looked was as a "zombie", or a creature with no will.

"You know what, I'm sure she's fine, release her."

"But sir, are you sur-"

"I said release her, private." Ironwood repeated sternly.

"...Yes sir, General."

The wires disconnected and she sat up, a little confused. They were just going to take her word for it?

No, there must be something she wasn't understanding. She thought back to what happened in the recent interactions while running a self-diagnostic...then it struck her. Somehow a modification had been added to her circuitry in order to impose this manipulation effect on those around her. The more she ran her diagnostics to see what it was, the more she began thinking about all she could do with it. According to her internal systems it was a device that induced a highly suggestible state whenever someone interacted with her aura.

She felt the need to...experiment, to see the limitations of what she could do. A smile curled her lips. Not one of care or innocence...one of malice.

She looked Ciel, who seemed to still have a stoic expression.

"Smile for me please, partner."

As if without thought, she could see the same appearance in her eyes, as she seemed to force an overwhelmingly big smile.

This only encouraged her to take the next step. She wondered if her voice was the only thing necessary for this to occur:

"Strip for me, Ciel."

Without hesitation, Ciel Soleil striped herself of her Atlas uniform, soon being as naked as the day she was born. Penny couldn't help but notice her change in mood upon seeing this from her partner, it was an emotion her database confirmed to be known as...arousal.

"Everyone, get on your knees. Now." She experimented further.

They all complied quickly, and Penny's smile grew. This feeling of power was quite addicting, and she wanted more. However, not before making sure she knew her limitations.

She looked back at Ciel, and thought once more, 'Stand back up. Now.' Only Ciel had stood back up. She had realized that if eye contact was made, she could impose her will on someone without words. However when spoken aloud in that manner, all around her could hear. The more she experimented, the more power she realized she had.

"I'm in charge now, do you all understand?" Penny announced to all around her.

They nodded, and it was now that something else started to root in Penny's mind, and the more she looked at Ciel, the harder it was to ignore. She wondered how she would feel if…

"Ironwood, Father, leave us. Should anyone ask, all is fine, and nothing has occurred here." They both nodded, the glazed look returned to their eyes. "Also, I'll be meeting with some old friends. Don't wait up, I don't think I'll be back for awhile." They nodded once more, and left.

All that remained was her, and Ciel.

"Ciel, Touch yourself for me."

On queue, Ciel began slowly massaging her outer folds, her face beginning to turn red and her breathing becoming more and more ragged. It only made Penny feel more of that arousal from before. As she continued, Ciel began to speak up.

"Penny...ungh...this...this isn't l-like you"

'Interesting,' Penny thought to herself, 'It appears they'll follow direct actions if I ask them to, but they'll maintain their thoughts and emotions after the act is completed.' She analyzed. But then that feeling she's come to like came back to her.

'Let's see if we can change that.'

"What do you mean Ciel? You love pleasuring yourself in front of me, don't you?"

"O-o-oh, of course I dooooo, h-how could I have forgott-tten?" As her breathing got more and more out of sync, the feelings of remembering her favorite activity flooding into her brain.

'So I can impose will through suggestion of habits, or simply force them to perform a direct action.' It was then that she felt like doing something...new.

"Ciel, you are not allowed to cum until I tell you too, understood?" The gynoid ordered.

A small nod was accompanied by a small moan out of Penny's partner.

No...not partner...slave.

"Now, I'm going to strip for you here, and once I do you're going to kiss me. After that, you're going to tell me how bad you want your...Mistress...to make you cum. Understood?"

Ciel's hazed eyes, both in lust and in lack of control, looked at Penny with want. "Y-y-yes...m-mistress."

As Penny removed her clothes, Ciel continued rubbing herself, her breathing still getting more and more out of control. Once all of Penny's clothes were off, Ciel jumped up and nearly pounced on Penny, giving her her first ever kiss with another human...and she only wanted more.

"P-please Mistress, please make me cum!" Ciel was so out of control from her previous maturbation that she half-moaned half-screamed her plea. "I'll do anything you ask, anything, just please, give me release!"

This feeling of power, Ciel's lack of control, and seeing her gorgeous body...this was Penny's new purpose, this is what she would be for the rest of her life. She would, no, she will have them all.

But first she needs to be properly...acquainted.

"I will, slave. In fact, you're going to help your mistress...learn, what she can do." As Penny began slowly kissing along Ciel's body, she had discovered another augment of her changes. At will, wherever she could feel that Ciel had something that she herself was lacking in terms of...skin, she found herself able to compensate at will. This was most clearly found at her breasts, which she had been sure to increase, as well as the area around her pussy, to which she added a lot more skin (as it was once just a metal opening), and made the size smaller. She then worked on her application, using Ciel as a perfect subject.

Once Penny's tongue appendage began licking where Ciel's vagina was, she noted a few things. Her sudden increase in volume, the liquid taste surrounding her (one she found that she greatly enjoyed), and the overwhelming joy at this power she held.

"OoooOOOOHHhhhhhH, Mistress, Mistress, MistreSS, MISSSSTRESSSSSSS-" When Ciel finally came, the juices began to flood Penny's mouth, and she realized why "sex" was so popular, but more then that she realized that she still wasn't quite satisfied with the situation, mainly in her lack of her reciprocation. Once she noticed that Ciel had recuperated, she decided it was time to experiment with her own body.

"Now then, you're going to get on your knees and lick my new pussy. You're gonna do this until you hear me cum, and after that you're going to masturbate until I give you further orders."

As soon as the words were said, Ciel immediately got on all fours in front of Penny, and couldn't help but give in with gusto into her new appendage. As soon as contact was made, Penny seized up. Whatever had changed her programming had also apparently made certain parts of her body more sensitive as well, and the feeling was too good, and she never wanted it to stop.

And that's when it hit her, with this new power, it won't stop...unless she wants it to.

It was that thought combined with her first time being eaten out that Penny was brought to a quick, but earth-shattering, orgasm, unable to process any form of though for an undetermined period of time. It wasn't until she finally came down from her high that she realized that Ciel did as she was told, and began to masturbate back on the floor. Meanwhile, Penny began to put back on her clothes, some of which seemed...out of style for what was planned for her.

She began to think, knowing very well that Ciel would be waiting for her there until told what to do. As much as the feeling was amazing, she couldn't simply make Ciel her first slave, not with her position with the Atlesian military. Even if she could just bend others around her, she realized that both A: her only true interest was in women (seeing that Ironwood's physique hadn't intrigued her), which was lacking on this ship, and B: she had much greater opportunities at Beacon with...Ruby, the name alone giving her excitement. That being said, she could certainly enjoy the rest of her time with her first plaything. With this in mind, she knew what she had to do.

"I'm going to be gone for a while Ciel, but I don't want you to feel alone. You are mine now, and no one else's, understand?" Ciel suddenly went from rubbing her pussy to inserting two fingers right in, with a small nod and loud moan to Penny. "Good. Now, when you cum for me one more time, I want you to scream that you're a slut, and that you only belong to me. After which you will go back to your room like nothing happened, and you will forget that this all happened until you see me next." As much as Ciel was doing as told, a small frown dawned her face, her emotions showing that she would be upset at her mistresses disappearance. Penny noticed this and took pity on her, "don't fret, for I'll be back soon for you...as long as you show me your obedience and do as I've told you."

All of Ciel's free will was gone, all that would have told her earlier that something was wrong had left her, and all she could see in front of her was Penny. And only one thing could come to mind that she could even comprehend doing.

"I love y-you, and only you mistressss." her voice began getting shaky.

"E-Even if I can't rememb-ber this moment, ungh, I know-w." her fingers began increasing in pace.

"I-I'm no longer private Soleil...I'm, a-a-ahhh, I'm a horny slut." she was on the brink of collapse from her pleasure, and Penny knew it, and the pleasure she herself felt from it was intoxicating.

"I-I'm Y-Yours MisTREss, I'm only Y-YOURS-S-SSSSSSSS!" On that last word her head slammed backwards, her eyes nearly popped out of her head, and miss Soleil was reduced to nothing more than a panting mess on the floor, and all thanks to Penny.

The ginger had no more doubts, if she ever did to begin with. Penny would claim everyone around her, starting with her friend, miss Ruby Rose. As she left in General Ironwood's private jet (which he was more then happy to provide after asking nicely), she tapped into the new folders she had found in her systems, where there were some videos she could watch of some more...explicit material. She gladly watched it the whole way to Vale, that is besides the mentioning of the pilot of a detour she insisted on going to.

After all, if she was going to claim those around her, she needed to at least look the part.

Edger (like Edge-r, not like the name Edgar): HOWWWWWWWWDY HO!

...Sorry, but no, I'm not towlie XD

Yuri: I wonder how many people would've got the reference if you hadn't mentioned him. =_=

Edger: ...quiet you, let me do my thing.

Hello men, woman and hopefully not children of all ages (if you're a 5 year old reading this...that's just not good XD). The names Freezerbug, mainly because my two favorite RWBY ships are ladybug and freezerburn :3

So, you may be asking why there's an A/N section here from someone besides the good ol' author himself? Well as I'm sure he's told you (and if he hasn't then shame on you friend)

Yuri: Don't worry, I did :3

Edger: Good, because otherwise I would'a beat your ass...especially if you like that ;P

Yuri: You wish, dude. ;P

Edger: *Under my breath* Shit...did he find my diary?

*Sees everyone staring at him*


...Now that I've had my fill of being weird, onto the actual explination xD

Quite frankly I read the first 3 chapters he had here and I really liked the idea, but felt like it totally could've been expanded in certain areas, so I thought I'd offer to help with that. He provides ideas, I provide expansion, and then he re-provides grammar because I no English well very.

Yuri: I don't think anyone does, tbh.

Edger: Well yea but at least you can use apostrophes...I still sometime spell he's as hes…

Yuri: A common mistake, nothing I'll burn you alive at the stake for. Usually.

Edger: So the story is still his and will retain being his (no uprisings from me...that I currently know of)

Yuri: Don't test me, boy.

Edger: No worries friend, I'm just here to make it a little better :)...for now ;P

Anyways, here's where we're at right now:

I've added a chapter 0, expanding on the backstory and added a little smut of my own (a first for me actually, I don't usually write smut :p) and I've updated what will be the new chapter 1 with just the Ruby scene and the start of Penny's conquest for all the bitches, as well as chapter 2 with the Blake inclusion AND an extended Goodwitch scene by me :3.

Yuri: It's really good, I can't wait for it to be finished!

Edger: Me too friend, me too :)

I'm going to hopefully finish updating chapter 3 by the end of next week, and when I do I'll be adding all 4 chapters to this story to superscede the current ones. Not too long after that chapter 4 will be up too since it's already partially written up.


Since I know a lot of you have been waiting a while for this story to update, I don't want to leave you faithful viewers completely hanging. So if any of you want to see the new chapter 0, which contains an updated backstory and newly written smut scene by yours truly, just send me a PM on my account name given above. I figured that way I don't have to leave you guys hanging for the action if you don't want to wait ;)

A quick FYI btw if any of you guys reading this are writers here on ff and want my help as well I'm totally down for that! Just shoot me a PM with what you may want, whether it be editing a current story or ideas on a new one and I'll see what I can do. My schedule is usually pretty busy so I can't promise I'll be super fast if full on writing is what you're looking for like Yuri here, but even if that is the case I'd like to think I'm a good idea man, and could totally do that with what time I do have.

Yuri: Wow, not even through editing my story and you're already in the market for another? That's cold. Weiss cold.

Edger: Genius never rests, my deer Watson ;)

Yuri: And here we see a prime example of why you need me, my DEAR Edger.

Edger: ...point taken, even if it was just for the joke xD
That's all I have to say for now (sorry if it was a lot), hope y'all enjoy what's to come! I know Penny did ;)