A/N: As per usual, I don't own the characters, they belong to Rooster Teeth and the late, great Monty Oum. Also, if people could let me know if they want a follow-up to this, let me know because I have got plans for one - just no point writing it if no one wants it.

And also, a major shout out to Linira, who gave me a massive amount of advice and support with this. it's my first shipfic, so I beg you, be merciful.

Finally, look out in the near future for a joint project between Linira and myself. It should involve much hilarity.


The Grimm attack on Vale had worn everybody down, few more so than Team RWBY, for whom it had been the culmination of a broader mission. After the Grimm had been fought off or killed, and the surviving White Fang members apprehended from the underground railway, Ruby's suggestion of sleep had been unanimously voted as The Single Best Idea Ever. With that decided, they returned to their dorm, got changed and crawled into their various beds, and within moments they had all been asleep.

However, sleep did not come well to all the members of the team. Only a handful of hours later, Weiss woke with a start, the day's events replaying themselves over and over in her mind.

I nearly died today, she thought, holding a hand to her head as if to choke off the thoughts that plagued her. I should have died...but then...

She remembered her fight with the White Fang enforcer, the muscled giant of a man and his immense chainsaw. She remembered being slammed to the carriage floor, then tossed away like a broken doll. Then...something enveloped her. Arms had cradled her, before picking her up and carrying her away from the danger.

She was no fool. She knew there was only one person who could have been there in time to save her, and that was Blake. A broad array of thoughts tumbled through her mind, most of which involved her and Blake, and how her feelings for her faunus team-mate had changed.

I nearly died, she told herself again. If I had, what would I have regretted most?

She looked over at her sleeping team-mate, her friend, and knew the answer.

It was time she came clean.

However, if she was to have this talk she didn't want to be interrupted. Ruby was not a problem - the snores emanating from the death-trap above Weiss indicated her partner and leader was sound asleep/ Which left the blonde oaf.

"Yang?" Weiss called, in as loud a whisper as she dared. Nothing. Determined not to push her luck, or waste what luck she already had, she slid out of bed and padded over to Blake's side and crouched beside her.

"Blake?" she whispered, but nothing happened. She gave Blake's shoulder a light shake, and was finally rewarded with the twin pools of amber slowly making an appearance.

"W- Weiss? What is-"

Weiss held a finger to her lips to indicate quiet, and Blake immediately adjusted her tone.

"What is it?"

"I, um...I needed to talk to you."

Blake looked at the clock, then back to the heiress.

"And you needed to do this at two A.M...why?"

"Please, Blake...humour me.?"

Blake was unsure what surprised her more - Weiss pleading in this manner, or the nervousness with which she did it. Weiss was always so confident and sure of herself - traits Blake had long admired - but now she seemed...diminished. Determined to find out what was wrong, she slid over to the side by the wall, and pulled herself into a sitting position, indicating the spot next to her for Weiss to sit in.

Blake was further surprised by how close Weiss chose to sit. She came onto the bed, sat on the pillow and pulled her knees up to her chest, but sat so close to Blake that she could feel the heiress' body heat.

Who knew the Ice Queen was so warm? She thought, suppressing a giggle, but she sobered as soon as she saw Weiss' expression.

She looked afraid.

"Weiss, are you ok?"

"So...how-how did that dust cartridge work out?" Weiss asked, avoiding the question for now.

"Um, it was good...felt a lot less like running away." Blake knew she shouldn't press her team-mate, but concern and other emotions were far more insistent. "Weiss...please tell me what's wrong. That promise goes both ways."

Weiss took a deep breath, trying desperately to frame her emotions in an appropriate manner, but nothing seemed to fit what she wanted to say.

"I...I wanted to thank you, Blake. For saving me, on the train."

"Saving you?"

"Yes, from that, that brute that I so foolishly thought I could handle. If not for you..." Weiss closed her eyes, trying to fight back against the press of emotion that threatened to spill over her every time she thought about it.

Blake put her arm around Weiss' shoulders, offering her comfort despite the heiress' dislike of physical contact. Surprisingly, she didn't try to pull away.

"You did your best, Weiss. And I couldn't just leave you there, you're my team-mate, my friend." But god, I wish we were more.

"Blake...I have a lot to apologise for," Weiss told her, her voice uneven. "I have been small-minded, discriminatory, and less than favourable towards all faunus. I jumped to conclusions about you that night you ran away, and about Sun as well. I let my own prejudices, my own family history, get in the way of what I already knew about you."

Blake was unable to believe what she was hearing. The Ice Queen not only had emotions, but actually admitted to her own flaws? She was certain something was going on here, but she couldn't work out what.

"And what did you know about me, exactly?" Blake asked, her voice calm and steady.

"That despite your mysterious exterior, inside there was a loyal, caring person who wanted to do what was right." Weiss sighed heavily. "I had thought every faunus was as bad as the White Fang. You showed me how wrong I was."

The faunus blushed faintly, glad that the darkness in the room hid the colouring of her cheeks. Maybe there was hope for them after all.

There were a number of responses Blake considered. 'Thank you,' 'It's about time' and 'took you long enough' were all good potential candidates, but the early hour and the close proximity to someone Blake didn't want to call just a friend, all conspired to cause Blake to go with an entirely different response.

"You looked beautiful at the dance, you know." Shit. Real smooth, Blake.

"Wh-what?" Weiss' response was barely even a whisper, so astounded was she by the sudden announcement.

Blake's cheeks suddenly felt like they were on fire.

"I- Sorry, I know it's not relevant, but I...you did. You looked so beautiful, and elegant, like...like it's where you were meant to be, you know?" Well, I've done it now, she told herself, and prepared for the Ice Queen to turn cold again.

Instead, the heiress moved closer, and rested her head on Blake's shoulder.

"I was just so happy to see you there," she told the taller girl. "I was- we were all so worried when you were fixated on Roman and the White Fang. Seeing you so...hollow, it was painful." Weiss paused, whether in thought or memory Blake couldn't tell. "But when I saw you at the dance, and I saw you smile again, for the first time in what felt like years...I can't even tell you how good that felt."

"You didn't like the dress?" Blake was almost offended.

"Of course I liked the dress. But to me, a dress or a bow doesn't change how beautiful you already are."

Blake very nearly kissed the smaller girl there and then, until she added another remark.

"I only wish you hadn't gone with Sun."

Blake felt a familiar ire burning inside her. Was she already slipping back into old habits?!

"Why?" she asked, more venomously than she intended, but Weiss apparently hadn't noticed.

"Because I wanted to dance with you."

Blake was caught off-guard once again, and her blush was even darker than before. But Blake could tell Weiss was trying to something more, ad decided she perhaps needed a little prompt.

"Weiss...the compliments are flattering and all, but...what are you getting at?"

Weiss sat up straight again, turning slightly to look directly at Blake.

"I almost died today, on the train," she said, pausing to once more force her thoughts and emotions back into line. Just let me say my piece, then I can break down. "It made me think...if I had died, what would I regret the most? Who would I regret not telling how I feel?" Another sigh, this one so deep the bed shuddered with its expulsion. "I asked Neptune to the dance out of propriety, as a matter of keeping up appearances. But after today, I had to reassess my priorities. I care about you, Blake, I care about you a lot, and regardless of what happens now I want you to know that." Having said all she needed to, Weiss finally gave in to the press of emotion, and began to cry. Blake immediately took the heiress in her arms, stroking the girl's long white hair soothingly.

Blake was dumbfounded. She had felt quite strongly about Weiss for some time, and even their argument about the White Fang hadn't scoured away the feelings she desperately wished she didn't feel. After all, how could a faunus and a Schnee ever be happy together?

It seemed the answer to that was right in front of her. All she had to do was take it.

"When I saw you hurt, on the train...I swear my heart broke. I just wanted to hold you, like this, make everything alright again...but I couldn't, because we were still in danger." She turned her head, placing a small, gentle kiss to the top of Weiss' head. "But we aren't in danger anymore. So just tell me what I know you still need to say, because I am not letting that happen again."

Weiss sniffled against Blake's shoulder, and attempted to speak.

"I-" her throat constricted, the words dried up. This is a dream, she thought, a beautiful, terrible dream. Blake stroked her back gently, silently giving her the strength of will to speak.

"I care about you Blake," she whispered,almost too quiet for human ears but easily picked up by a faunus.

"I care about you too Weiss...and I am not going to let you go, ever again."

Weiss moved back, looking at Blake as if for confirmation. In the instant her ice-blue eyes met Blake's searing amber, she knew the truth, and without thinking she pressed her lips against Blake's, her hands running through the faunus girl's raven-black hair.

Both of them were convinced that this moment was perfect. Or, at least, it would have been...

"Oh my god, you guys are so cute!" Yang squealed, peering over the edge of her bed.

The look that Blake gave her could have melted steel.

The look that Weiss gave here could have annihilated Vale and several of the outlying villages.

But it still wasn't enough to take away the fact that Weiss and Blake now had something more to fight for.


OMAKE - This one's for you, Linira.

"I almost died today, on the train," she said, pausing to once more force her thoughts and emotions back into line. Just let me say my piece, then I can break down. "It made me think...if I had died, what would I regret the most? Who would I regret not telling how I feel?" Another sigh, this one so deep the bed shuddered with its expulsion. "I asked Neptune to the dance out of propriety, as a matter of keeping up appearances. But after today, I had to reassess my priorities. I care about you, Blake, I care about you a lot, and regardless of what happens now I want you to know that. I love you Blake."

Blake blinked in surprise a few times. A number of responses came to mind, but only one seemed truly appropriate.

"Daaaaang."