Chapter 3

I don't own RWBY.

It was a busy day at the carnival. The air was filled with the sounds of music and laughter and the smell of various foods. Penny's eyes seemed to sparkle as she beamed at the sight before her.

"I've never been to a real carnival before. What shall we do first?" She asked, turning to Velvet, who was standing timidly next to her.

"I-I'm not sure. I've also never been to a..." She didn't get to finish as Penny already discovered what she wanted to do and pulled her along to a roller-coaster.

Velvet had never been on a roller-coaster, so she was a little frightened at first. But Penny's enjoyment of the ride quickly spread to the bunny-eared faunus and before she knew it she found herself laughing more than screaming. She was almost disappointed when it was over. However, Penny quickly found new things to entertain them, such as the shooting gallery, the high striker and even the mechanical bull. Penny actually face-planted on her first try with the last one, which Velvet found pretty amusing, though she'd never admit it.

After that, they tried out the carnival's various fast foods, after which Velvet had to convince Penny not to go back on the roller-coaster.

That's how they spent the entire day. By the time it was dark, they decided to take one last ride on the Ferris wheel. Once at the top, they look across all of Vale and marveled at all the beautiful lights of both the carnival and the city.

(**)

"Ahh, that was fun," Penny exclaimed, stretching out on the bench they had decided to rest on before going home. The hours of activity had finally taken its toll on the two.

Penny let her head fall backwards and just looked up. "Hm. Despite all the light, you can still see the stars."

Velvet let her head fall backwards as well. Penny was right. The night sky was filled with stars. It was like a vast ocean of light.

"Yeah, it's beautiful." No answer. After a short while, she heard a light snore and turned to find Penny had fallen asleep, her head now turned to Velvet. Their faces were just inches apart. Velvet could feel Penny's soft breath on her and a slight blush appeared on her face. Unknowingly, she inched closer and closer, until their lips were barely apart. Then she whipped her head around. Her heart was racing.

No, she thought. You don't just kiss a friend in their sleep. Her heart skipped a beat at that. A friend. She clutched her chest. Is that all she is to me?

(**)

It was a quiet day at the Beacon library. Velvet and Penny were sitting next to each other, their noses in the same book. Velvet had fallen behind on her schoolwork, so Penny had volunteered to help.

"See? Now if you do this..."

"Ah, yes, I see now." Velvet was amazed. Not that she thought that Penny was dumb or anything, but she didn't think her friend was this smart. She was capable of easily solving problems that even made senior students struggle. She was tremendously helpful. What Velvet had thought would be an all-nighter ended at 10pm.

"Oof, I'm glad that's over," Velvet exclaimed as she let herself fall back in her chair. She then turned to Penny. "Thank you, Penny. You were incredibly helpful."

"Really?" Penny beamed.

And there it was. That smile that made Velvet's heart melt. "Yes," she nodded.

"Is there anything else I can do?" Penny asked eagerly.

"No, no," Velvet her hands. "I'm about to go to bed. You want me to..."

"No," Penny waved her hand dismissively, knowing what Velvet was gonna ask. "You need your sleep. I can get home on my own."

"You sure?"

"Absolutely."

"Alright, then." Velvet then gave a light cough and reached for her throat.

"Something wrong."

"Ah, my throat's just a little dry."

"Hang on. I'll get you some water."

"You don't..." But Penny was already.

Upon returning, Penny discovered that Velvet had fallen asleep. She gently placed the glass of water down on the table and sat down next to her friend. Velvet snored gently and every now and then her ears would twitch.

Penny slowly reached out with her right hand and stroked Velvet's cheek. Her head then moved in closer to Velvet's and she closed her eyes as she was about to press her lips against the faunus girl's. In the last moment, her eyes opened and she shot back, staring at Velvet in shock.

No, she thought. You don't just kiss a friend in her sleep. A sad expression appeared on her face. A friend? She continued to stare at Velvet. Is that all she is to me?