Olivia woke up earlier than the other three with a strangled gasp, the remnants of her nightmare thickly clouding her mind for several moments after waking. She held her head in her hands, shutting her eyes tightly and willing the brutal visions to fade away. She could still see the ginger boy sitting in his chair, arms tied behind his back, visible through the wide hole in his chest. No matter how many times Olivia dropped her semblance and brought it back in the dream, the blood that coated their length remained.

With a growl of frustration, Olivia swung her feet off the bed and stomped to her dresser, grabbing her Beacon uniform and a towel before heading into the bathroom, 'What the hell am I so worked up over? A racist human? He deserved what was coming to him!'

Olivia shut the door tightly and locked it, breathing out a heavy sigh and using the mirror to stare into magenta eyes. She activated her semblance, four massive appendages unfurling into the cramped space of the bathroom. They knocked over a few bottles in their wake, forcing Olivia to draw them in as closely as she could. She breathed out another sigh, this time in relief upon seeing her appendages free of the blood that stained them in the dream.

Olivia's attention was pulled free from her current issues to another residing in the room she'd just vacated. Weiss stirred, likely woken by the sound of plastic bottles hitting the floor. Olivia could feel the heiress sitting up to stretch, arching her back and opening her mouth wide to yawn before blinking the sleep from her eyes. Her head turned towards Olivia's bed, noting that it was empty and that the bathroom door was closed, before getting up to head to her own dresser.

Olivia undressed, pulling the thin fabric of her night shirt up and over her head before sliding her shorts and undergarments down smooth legs. She stepped out of them before kicking them out of the way, body now totally bare, and walked into the shower.

Weiss pulled her own Beacon uniform out of her dresser and set it down on top. Olivia paused as she felt the petite heiress glance towards the room's other two sleeping inhabitants before pulling her own night clothes off. Once they'd been discarded on the floor, hands went to hips and then up to cup naked breasts while Weiss studied herself in her bedside mirror, slowly spinning to look her body over from every angle.

Olivia could feel the heat going to her cheeks while another, more primal heat began to build further down. One hand went to her own stomach, fingers lightly trailing lower as she pictured the heiress in the other room, creamy pale skin and provocative form on full display for none other than the voyeuristic faunus's sixth sense.

Weiss turned her back to the mirror and reached down to lift one glorious cheek, small fingers digging into delicate flesh as she appreciated her own figure. Quiet breaths came out ragged as Olivia fought against herself in a futile desperation, her hand drifting down to slip between slick folds. In one final act of defiance before succumbing to the fire building inside her, Olivia reached quickly out with her other hand and twisted one of the shower's plastic knobs to maximum.

Olivia had to bite her lip to stop herself from screaming in shock as ice cold water blasted overtop her naked figure. She gasped and instinctively acted to protect herself from the sudden frigid drop in temperature, all thoughts of Weiss firmly vacating her mind while she fought to not cry out in alarm. Olivia turned the second knob a moment later, shivering beneath heavy droplets while it slowly heated her body back to a bearable level.

By the time she'd gotten her senses under control, Weiss had already dressed and left the room, likely heading down for breakfast with nothing else to do in the meantime. Olivia slumped against the tiled wall and smacked her head against it lightly, eyes shut tight while she reprimanded herself, 'Bad Olivia! Off limits! No tap zone!' each phrase was accompanied by another dull thud of her head hitting the shower wall.

Olivia sighed and retreated from her self-inflicted punishment to grab a bar of soap. She rubbed it between her hands then got to work cleaning off her body, firmly trying to suppress the filthy thoughts threatening to return, 'Damn it, Miltia! Why'd you have to get sick yesterday of all days!? Melanie and I could have had a fun time in the library, but nooo… You had to come down with a cold. Now look at me! Lusting after a Schnee!' she growled in frustration, hands working furiously to try and cleanse both her mind and body.

'And what was that all about, Princess!? You've gotta have some consideration for a poor spider faunus girl! You can't go feeling yourself up in the middle of the room while I'm right there!' Olivia slowed with a frown, muttering quietly, 'Okay, maybe not 'right there'. You obviously don't understand the full extent of my senses. Still! I thought you wanted to make a difference? You couldn't take the time between all that studying to do a little faunus based research!? Where's that compassionate attitude you kept going on about!? Standing there naked, pressing your breasts together, showing off all your curves… bending over while I….'

"Aaaah!" Olivia gasped as her other hand turned the heat off once more, body recoiling from the icy shock to her overheating system.

'I can't keep doing this!' The Princess would need to be warned, somehow. A girl could only take so much.

Olivia had to punish herself a few more times before her body finally took the hint. She dressed and left the room while Ruby and Blake stirred awake, intent on speaking with the Schnee heiress in private. Olivia made her way downstairs to the ground floor quickly enough, then paused in thought as she exited through the large double doors out into the Beacon courtyard.

Met with a flash of inspiration, she turned the opposite way for a short visit to the library, seeking some 'educational' material that might make the whole situation a little easier on the both of them.


Weiss was nearly finished with her healthy breakfast of egg whites on whole wheat toast and a single strip of bacon when Olivia entered the dining hall. Her teammate's eyes searched across the sparsely numbered students that were also up this early, honing in on the heiress soon enough. Weiss dabbed at her lips with a napkin while Olivia crossed the distance, looking mildly flustered about something. She held a book in one hand, and slid it across the table to rest in front of Weiss upon arriving.

Weiss glanced down at the title, 'Faunus Traits: A Study of Faunus Kind', before looking back up with a raised eyebrow.

"Page seventy-six. Read it while I uh… go grab some food. I'll be right back," Olivia darted away while Weiss complied in confusion.

She opened the book up, searching for a few moments to find the page in question. Her eyes scanned across it, noting the bold lettering on top immediately that read 'Spider Faunus', and the small sketched depiction of dark veins in the margins, similar to those that Olivia possessed.

Curiosity thoroughly piqued, Weiss set aside her tray to press the pages open and begin reading.

'Among all faunus that exist on Remnant, spider faunus remain one of the more rare among the populace. Due to this, we have not been able to do much research regarding the spider variety of faunus kind. However, a few have been found and brought in for questioning, mostly regarding the unique ability they possess. Their 'sixth sense', more correctly described as the ability to sense vibrations in the air, is far more potent than researchers first surmised. This sense develops throughout the spider faunus's young adult life, usually reaching its peak in their early twenties.

At their youngest, they can feel the movements of objects or creatures around them, normally extending out to only a short distance of twenty feet. As they age, the distance increases, as does the accuracy of their additional sense. An adult spider faunus can tell the difference between what materials an object consists of, regardless of whether or not it is moving. Doing so allows them to identify objects without requiring actual sight.

The distance increases as well, varying from faunus to faunus, but averaging out to around fifty feet from their body upon reaching adulthood. Research has shown this to extend to nearly thirty percent further when the faunus 'focuses', as a human might do by closing their eyes and listening to sounds alone.

The acute nature of this sense is as of yet, not fully tested. Early research has shown, however, that this vibration sense is similar enough to our own eyesight that a spider faunus can interact with their environment perfectly. When given tests that involved blocking off a faunus's sight and sound, the subject was still acutely aware of everything going on around it, down to the most minute of details. Even going so far as to describe things happening several rooms over.

In one particularly eye opening case, a researcher asked his colleague what time it was, and was instead answered by the blind and deafened adult faunus that they were in the midst of studying. When asked how she knew what he had asked, the faunus responded smugly, 'I read your lips'. When asked how she'd known the time, she alerted the researcher to the watch that had been left inside his colleague's desk, and told them that even if they had forgotten about it, the watch continued to tick.'

Weiss's face grew hot, red coloring her cheeks as she glanced over to look at Olivia some distance away. Realization hit, and she buried her face in her hands, thinking about what she'd done earlier that morning while her teammate had been less than two dozen feet away.

'I… I…'

Weiss jumped in surprise when Olivia's tray was set down on the long dining table across from her. She looked up from between the cracks in her fingers to see Olivia avoiding eye contact, cheeks similarly heated.

"So, um. I guess you figured out… why I had you read that?"

"I didn't know…" Weiss's voice came out in a choked whisper, embarrassment clutching her throat and trying to override her ability to form simple sentences.

"Right... I figured you didn't. Not many people really do, after all. Not even other faunus… I just wanted to let you know. I try to avoid paying attention to everyone when they're doing things privately, but this morning was a bit…" Olivia seemed to struggle to find the word, and eventually gave up with a shrug.

"You can't… turn it off?" Weiss asked weakly.

Olivia's lips curled in a grimace, "No. I would have been fine sleeping in the same room as you in the first place if I could just ignore it like that. I read the book before I gave it to you so I could make sure it was accurate. The way the humans described it… My sense is more like hearing than sight. It's just so acute that I'm practically 'seeing' with it. Hard to explain, but there you have it. Difference between that and my actual hearing is, there's no ears to plug…"

"Well," Weiss drew herself up as well as she could, trying to reclaim some small amount of dignity in the situation, "I'm sorry to have… subjected you... to that. It won't happen again," a thought came to mind, and her cheeks turned a few shades darker, "So, when I'm in the shower…?"

Olivia shook her head firmly, causing the heiress to breath out a sigh of relief, "The water confuses my senses too much. There's so much going on in such a confined space that my sense can't make heads or tails of what's what," she brought a finger up to scratch her cheek, averting her eyes once more, "You should probably leave it running until you're totally dressed, though. Once the shower turns off…"

"I-I see. I'll keep that in mind," Weiss shifted uncomfortably, wanting to bolt from the room and hide away to avoid the embarrassing situation she'd found herself in, 'This… this is… gah!' Weiss had never even kissed someone, let alone gotten naked practically in front of them and… and… 'felt myself up in the mirror!' Her head banged down on top of the book a moment later.

"It's not the end of the world, Princess. I um, know how prudish you can be, though, and didn't want this to keep happening without some fair warning. I-if you want, I'll leave whenever you take a shower from now on… if that'll make you feel better."

Weiss raised her head off the book slightly with a frown, "You said you can't 'see' me in there, right? Not as long as the water is running?"

"Um, that's right. It's just… because of the uh… gender that I prefer… I thought you might be weirded out by it..."

Weiss sat back up to shake her head firmly, "I trust you, Olivia. If you say you can't sense me with the water on, then I believe you. Lord knows we don't need another reason for you to avoid the dorm. I'll be fine as long as I remember to take the necessary precautions."

A small smile infected Olivia's lips, and she nodded once, "Thanks," she stood up with her tray and set her feet towards the door, "I'm going to warn Blake, too. I know I make a lot of inappropriate jokes at her expense, but I really do respect her for being so accepting of me. I wouldn't want to risk her trust…" her eyes fell softly on Weiss's own, "Not either of yours."

Weiss spoke up as she was about to leave, a thought coming to mind, "What about Ruby? You didn't even mention her."

Olivia snorted, "The kid? She falls into the 'little sister' category more than anything. I don't think about her that way."

Weiss frowned, "So, you…?", 'think about me that way!?' she couldn't bring herself to finish the question.

Olivia's eyes widened and her cheeks flushed, managing to follow Weiss's train of thought regardless, "F-forget I said any of that! You're a teammate! T-E-A-M-M-A-..." Olivia's voice faded into the distance as she hurried away, heedless of the food that fell off the sides of her tray and onto the floor. She left the dining hall and took a right, headed back to their dorm room. The heiress could see Olivia muttering to herself in frustration through the large windows that lined the wall, all the way up until she disappeared behind the last archway.

Weiss gripped her skirt tightly and buried her face once more in the book, hiding away from prying eyes, breakfast thoroughly forgotten.

'This is too much for me!'


Weiss discarded what remained of her breakfast a few minutes later and tucked the book under one arm, intent on studying it the same way she might an upcoming exam. If she wanted to get along with Olivia, then understanding her and other faunus would be important for the future. A quick look at the book's chapter index revealed a long list of different faunus types. Mammals, avian, canine, feline… Weiss was committed to learning all she could about each and every one to hopefully avoid any surprises in the future.

She left the dining hall and passed her other two teammates along the way. Ruby giddily wished her a good morning, oblivious to the glances that Weiss and Blake shared. Both their cheeks heated in mutual understanding, knowing what embarrassing truth had been shared to each of them that morning. Weiss prayed that Olivia hadn't revealed why she was confessing now of all times. She didn't need Blake thinking a Schnee might be some sort of harlot.

Weiss retreated to the room, grimly aware that the cause of her embarrassment resided within. She raised herself up into a pathetic mockery of the poise her sister had taught her, then entered the room. With a quick scan, she found Olivia sitting at the faunus's desk, Oobleck's assignment on one side and mostly untouched tray of food on the other.

"You started without me?" Weiss asked incredulously, stepping up beside Olivia and looking down at her work so far.

"Yeah, I figured things might be a bit too awkward… I'll let you off the hook this time. One bad grade won't be the end of me, right?" Olivia gave a disheartened laugh.

"Inexcusable," Weiss replied sternly, bending closer to lean down and read Olivia's work. The faunus shifted away to avoid contact, then bent back down over her paper.

"You really don't have to. I um, think I've got it. Yep, it's all coming together. Leave it to me, Princess."

Weiss raised an eyebrow, reading the insubstantial amount of work that had already been put into the paper. The first few paragraphs were still only rough outlines, several more needing to be finished before she was even close to meeting Doctor Oobleck's requirements. Weiss sighed and left a moment, surprising the faunus when instead of leaving her to it, she grabbed her own desk chair and set it down alongside her.

Weiss grabbed Olivia's notebook and pulled it between them, "A Schnee never goes back on her word," she grabbed the pen off the desk and handed it to her teammate, mind focusing on the task at hand, "I can sort of tell what you're having trouble with. This was a difficult project depending on your understanding of the more widely available material. I suppose you didn't get much time to study things like this in Mistral," she pointed towards the book, "Open that up to chapter six. You'll find the next bit you need to know in there."

Olivia spent a few moments regarding her silently, expression changing to one that showed a small amount of newfound respect, "Maybe you aren't as prudish as I thought…"

"Quiet, you. Open your book."

Olivia smirked, replying with a sarcastic, "Yes, ma'am," before beginning to work on the assignment in earnest.

The two spent the next couple hours before Port's class, finishing up the paper to the best of their combined ability. Whenever Olivia had a question, Weiss was right there, ready with an answer. If not exact, then at least ready with the page number they would need to reference. Blake and Ruby returned not long into their session, but chose to wisely leave the two alone while they worked.

Weiss was surprised by how quick Olivia was to defer to her opinion. She would have expected the faunus to argue her own points with tooth and nail like with everything else, but instead, Olivia would smile, say thanks, even go so far as to ask how best to word the sentence. It showed a firm trust in Weiss's capabilities... a trust that the heiress couldn't help but appreciate.

By the end of it, while they were packing up their things and getting ready to head to class, Weiss found herself staring off into space, eyes unfocused but directed unconsciously towards Olivia's back.

'That was… fun. Maybe there's some hope for you after all…?'

It was nice to feel needed.


Widow waited at the edge of the forest clearing, arms crossed and leaning up against a tree with her eyes closed. She appeared casual, but in all reality was in the midst of using her sixth sense in tandem with her semblance. Keeping her eyes closed helped her to focus. She could feel the exact position of everything around her, extending outward to nearly two hundred feet in all directions. Nothing escaped her. Not the shifting of a leaf in the wind, nor the approaching figures directly ahead of her.

"Relaxing on the job?" Cinder smirked, stopping before her, flanked on either side by her pet minions. The two others made efforts not to glare at her openly, but with her eyes closed, seemed to believe they were currently unobserved.

With a small, contented sigh, Widow cracked one eye open to stare down at the box held in Cinder's hand. She could feel some small creature skittering around the inside, impatiently waiting to break free.

"Just wondering what you've brought me. You said you had a reward?"

Cinder smiled, holding up the box between them and pressing down on a switch with her thumb. It clicked open, sides falling away to reveal a small Grimm-like bug. It shuffled atop her palm, looking between the two of them, "This is how you will control the Grimm."

Widow leaned forward to look more closely at it, raising an eyebrow to the much younger woman, "This little thing? I hope you aren't expecting me to eat it~"

"No, not quite," she used her other hand to grasp the Grimm bug by its shelled back and hold it out. Widow hesitantly allowed it to be dropped into her own hand, feeling the small creature's feet scuttling around sharply.

"What do I do with it?" Widow asked curiously, staring at it more closely.

"Nothing, really. Once you're ready, I'll direct it to merge with your body. You'll become part Grimm, if only slightly. The Grimm don't care about that, though, only the amount of intelligence you possess. Since for them, it directly correlates with experience as a Grimm, any of lesser intelligence will follow the commands you give."

"Do I give verbal commands? How does it work?"

"Speaking helps to keep your thoughts straight, but it's more about intent. You'll need to impose your will on the Grimm to force them to do as you wish. It may take some getting used to... but I think you'll do just fine," Cinder raised an eyebrow, looking between Widow and the Grimm, "Are you ready?"

Widow nodded.

The Grimm melted into her hand. She felt its body combine with her own, melding with flesh and traveling up the length of her arm into her chest. The small creature found a place near her heart, choosing to rest its tiny body around it. In only a few moments, Widow could feel a newfound strength coursing their her veins. If she bothered to check, she felt as if her blood itself would truly be black now, instead of only her veins.

Widow raised her hand, clenching and unclenching her fist tightly. It was exhilarating, feeling that power becoming one with her own. Her eyes returned to Cinder's own, and she could see that same strength reflected back. She knew exactly how Widow must have felt in that moment.

"Well now… I'd be lying if I said I wasn't ready to test this out."

Cinder nodded with a smug grin, "Feel free. Once you've worked out the kinks, give me a call. I've got another job lined up for you. One that will require your... newly discovered talents."

The trio left Widow to it, her heart still pumping with adrenaline. She hardly paid attention to them leaving, instead setting off through the forest to find a few new pets to play with.

'Oh my, Little Spider~ I can't wait for you to experience this for yourself~ We'll be unstoppable!'


When Miss Goodwitch's class ended, Olivia was the first to bolt out the door and through the halls. She didn't bother changing before heading out to the bullheads, and bribed the pilot so that he would depart with her as the sole passenger.

Once freed from the confines of the metal contraption, Olivia set off for Junior's. She wove through the crowds impatiently, having left her weapon behind in her locker. It wasn't necessary for what she needed to do, and would have only served to slow her down.

Olivia reached Junior's in record time, eyes scanning the room around her and not finding her quarry anywhere to be seen. Junior raised an eyebrow at her, and with Olivia's questioning look around the room, nodded up the stairs.

Olivia could feel Melanie stepping out of her sister's room ahead, and took the stairs two at a time in order to meet her on the landing. Melanie's eyes widened in surprise, and she opened her mouth to speak, only to be met with a hungry mashing of lips. The spider faunus backed her up against the wall roughly, pressing their forms together for several minutes, tongues dancing playfully in each other's mouths.

When Melanie finally pushed her away for air, Olivia grabbed her hand and dragged her to their room. She slammed the door shut and locked it, turning back to find Melanie holding her hand up.

"Wait, Lotus. I've been around Miltia all day. I'm probably si-"

"Don't care," Olivia interjected, pressing herself against Melanie once more and backing her up across the room. Melanie's knees buckled against the edge of the bed and Olivia fell atop her, ravenous passion fueled by two day's worth of pent up urges.

She backed off one final time, voice coming out in a moan of pure frustration, "You would not believe the day I've had," before the two lost themselves in each other's embrace. Olivia had two days to make up for, and made the most of their time together while she could.

A few hours later and breathing heavily, Olivia took a moment to suck her index finger clean with a wet pop, sighed in contentment, and turned to regard the quivering mess she had turned Melanie into.

"So, what was it you were saying about Miltia~?"


"You can't catch me, gay thoughts!" - Tom Cruise (Family Guy)

I wonder how much of that sexual tension was truly because of Melanie, and how much was from another lady in white?

Some plot progression thrown in involving Widow and Blake, but mostly fluff and angst. I want to establish a real baseline for how and why the two will grow attached to each other. Weiss, because she likes feeling needed & appreciated, and Olivia, because part of her does actually enjoy being taken care of. She hasn't really had much of that in her life, and if she can give as good as she gets by training Weiss in return…?

That's a recipe for much more to develop, if you ask me.

Thanks for reading,

- Sybaen

PS - Due to the comments I received involving whether or not to include smut / lemons, I've decided to put in more risque details, but only up to a certain point. For the time being, like with her recent sexual interaction with Melanie, the majority of the scene will be skipped like usual. Once something comes around that is important to plot progression or the story, then it will delve into further details. Olivia's sexual frustration was important for this chapter, but didn't require a full on scene with Melanie in order to get that across.

I hope no one is significantly put off by this decision, but it is something I personally wanted to include.