I do not own RWBY

Listening to Dr. Oobleck while he ran around the classroom was fun mostly because her brain was able to keep up with his lecture. Ruby watched him in amusement as she sketched on her paper while her classmates went into shock from the overwhelming inflow of information. There were only a few weeks left until the tournament, and that meant the dance was coming up; she still didn't have a date to that. Feeling a mild pain run through her wrist she placed down her pencil as Oobleck started saying something about faunus rights. It was likely that Cardin had started another debate about the topic; from the way Blake bristled beside her, she knew she was right. Rubbing her still sore wrist she pouted; it wasn't very fun to lose to Mercury the night before. Although she did learn a lot about his fighting style, he was a close-up fighter and he had the speed to close vast distances. If she'd used Crescent Rose, he would have learned more about her, however with her just using her back up weapon she would still be able to fight him. She wouldn't win though she would be able to put up a decent fight.

As the bell to end class rang, she stood slowly and stretched her arms above her head. Most of the class ran from the room faster than she could, but she didn't really race. Cardin smirked and walked to the younger girl's side his own team had already evacuated the classroom. Watching her closely he asked, "Ready for our date?"

"Oh, so it is a date," she said picking up her sketchbook she slid it into her bag. They both knew that he wasn't serious about it being a date; they'd already tried that route and failed. Looking up at him she asked, "want to walk with us to combat class?"

"Sure," he agreed stepping into place on her right side. He'd always taken that spot by her side since the moment they became friends. Watching her teammates file into place around them he turned to her blonde puppy asking, "so Jaune did you get any better?"

"Yes, do you want to spar," the blonde asked from Ruby's left side. Cardin was mildly surprised with the answer but mostly amused. Opening his mouth, he was about to answer when Blake pushed past him to walk beside Ruby. For just an instant he felt annoyance with the black-haired girl but pushed it down. Pyrrha simply smiled at Jaune's confidence.

"I would actually," he said answering Jaune's question before turning to Blake. He was really starting to dislike the cat; in comparison to her puppy, her cat was a pain. Tilting his head in her direction he asked, "getting a little jealous kitty?"

"No teasing Blake," Ruby said cutting off his teasing before he could get started. He shrugged even as the cat bristled in anger at his tone or his words. Ignoring the glare, she sent in his direction, he paid attention to Ruby.

Walking into combat class Ruby was quick to go set up the match passing Yang as she did. Seeing her sister flirting with Weiss caused Ruby to bite her lip to hide her amusement. It was nice that her sister was having fun with her partner; they would most likely go to the dance together as well. While she might be happy for her sister, she felt a bit jealous. Not that her last relationship had ended so well since he let her starve to death.

Sun watched the tiny reaper curiously from his perch on one of the metal beams above the arena. For just a moment her face had turned sour, but he didn't notice any other signs that she was hiding her emotions. His tail swung back and forth as he watched Jaune stand across from Cardin. Apparently, his fellow blonde was very determined to win against the taller boy.

Holding his shield up cautiously Jaune approached; he wanted to beat Cardin, but he wasn't going to be reckless about it. His blue eyes were narrowed, and Cardin moved first by smashing his mace into the shield just like most of their spars. Jaune held back the blow and flipped his sword so that he was holding it in a reverse grip. Punching forward he slammed the hilt into Cardin's stomach and as the bigger boy stumbled back Jaune hit him in the nose with his shield.

Blocking Jaune's downward slash with his mace Cardin kicked the boy back. Rolling Jaune refolded his shield and replaced it at his side. Holding his sword with both hands Jaune lunged while the action was reckless it did cause Cardin a bit of surprise. Ruby smirked as Jaune pushed Cardin back; he was doing much better than he had at the beginning of the year although he still wasn't on their level. Turning to Pyrrha, she said, "he'd improved. You did well."

"Thanks, most of it's your influence though," Pyrrha said smiling as she watched her student. The proud glow in her eyes didn't change even as her partner grew confused.

"My influence," Ruby questioned before turning her attention to the blonde. Looking at Jaune's style she couldn't see any of herself in it, even Blake had influenced him more than she had given the way he held his sword earlier.

"He wants to protect you, Ruby," Pyrrha explained catching her leader off guard. Why would he want to protect her? He was the weakest member of their team, she didn't need him to keep her safe.

They watched as Jaune ducked under Cardin's swing and grabbed his arm in an almost iron grip. With a very out of character smirk, he activated his semblance and began to drain Cardin of his aura. Seeing Jaune's aura meter go out of the yellow into green while Cardin's fell Ruby raised an eyebrow. Her blonde had finally found his semblance.

"He can drain aura," Ruby guessed then smirked as she considered the applications of his semblance. Turning to Pyrrha who seemed amused she guessed, "or he can amplify it."

"We just decided to call it Circulation last night," Pyrrha explained. She was oddly smug, much to Ruby's amusement.

"So that's why you kept me away from all your training sessions," the reaper complained without much heat as the match was called in Jaune's favor. She was amazed at how far he'd come from the boy who didn't even know what aura was. All it had taken to get him to this level was proper training and maybe a bit of sadism. Not that she could claim any different; her father was a sadist when they trained as well.

"If you hurt Ruby, I'll kill you," Jaune threatened as he helped Cardin up. Indigo eyes narrowed, why did everyone keep assuming that he wanted a relationship with Ruby.

"I'm not looking to start a relationship with your leader," he told the blonde. The doubtful expression on the blonde's face told him that the boy didn't believe him at all. Rolling his eyes, he said, "that being said I have no desire to hurt the only person willing to play my games."

"You care for her," Jaune stated as the two boys walked into the locker room. He watched Cardin closely as he spoke, "you may even love her, so why wouldn't you try dating her?"

"Simply because we've already tried that and failed," Cardin replied. Neither of them really blamed the other for the way their attempt at dating failed. Ruby was just too caught up in ensuring that everything ended well, and he didn't hold a chance against her goals. As they got changed and he couldn't help but wonder if he was doing the right thing. Ruby was very attached to the people she cared about, what would she do once she realized that he was about to leave her.

"I won't ask," Jaune said patting him on the shoulder as he left. Cardin sighed and sat down on the bench behind him; what would happen when Ruby finally lost sight of her goals? What would she do when she had nothing left to live for? The nightmares she had were something even he feared, and he didn't even know what they were truly about. Burying his face in his hands he couldn't help but think the worst would happen. Shaking his head, he stood and plastered a smirk on his face; it wasn't his place to question her.

He found her waiting in the school courtyard tapping her foot impatiently. She wanted to get to Vale before the shops closed, although they still had hours until then. She didn't quite know what Cardin wanted to talk about, but he'd been acting strange since the forest. In truth she hated not knowing what was going on with him; he'd never kept things from her before. Even when she wished he would.

"Well don't you look happy," Cardin said coming up behind her. Spinning around to look at him she didn't like the fake smile he wore. He must have had something heavy on his mind if he was acting like this.

"What's wrong," she asked. Resisting the urge to touch his face, she frowned up at him with concern.

"Nothing just annoyed I lost to your knight," he said beginning the walk to the bullhead. Despite the blatant lie, she followed along smirking.

"Oh, is Jaune too much for you now," she asked and he snorted. If he'd had more time to get used to the puppy's semblance then he would have won that fight. He almost wanted to call for a rematch.

"I was just surprised," he denied. Who would actually be afraid of the little blonde puppy? The boy was weaker than any other student at Beacon, he doubted the boy would win a second time. It had been shocking to find his aura being drained away but no trick worked perfectly twice. He looked down at her and asked, "where do you want to go?"

"The weapon shop is our first stop," she said giggling at her own rhyme. Cardin smiled at the sound. He hadn't heard her laugh like that since the moment they left for Beacon. Once she got herself under control she said, "and you can pick the next place."

"Deal," he agreed already dreading seeing Nic. The old man hated him.

"Maybe once we get there you can tell me what you need to," Ruby said not believing for one second that he would keep a secret from her. It would have been almost insulting if it wasn't so true.

"I could just want the pleasure of your company," he said smirking. Even being around her like this made him feel a million times better despite how much he dreaded what he had to tell her. He honestly didn't know what he'd do without her or who he'd be.

"Yeah right," she stated falling into giggles again. His smirk dissolved into a smile as they strode onto the bullhead.

The trip to Vale was quiet. He could tell that she was worried about him, he didn't know if she was going to approve of what he'd chosen to do, but he knew that this was what was best for him and his team. He'd follow her into hell if she asked him too, but that wasn't what his team needed from him. Ruby had a goal that he could never match and following her around like a puppy wasn't going to keep anyone safe much less those that trailed after him.

Of course, Ruby had noticed his darkening mood, but she'd said nothing. It wouldn't help either of them if she tried to push for answers. He'd just get angry that she was pushing him. Even with all his loyalty to her, he still had a horrible temper. She didn't like thinking about the days before they became friends but that didn't mean she had no memory of them. Walking to Nic's shop, she pushed all thoughts of Cardin from her mind.

Entering the shop Ruby got ready to catch whatever was thrown at her, only for Cardin to reach out and catch the wrench before she could. Nic looked at the boy who seemed to tower over her and grinned. The expression was full of mocking as he asked, "bringing your boyfriend weapon shopping, now Ruby?"

Blushing she glared at the old man. He was a horrible tease. Crossing her arms she said, "shut up, has that dagger came in yet?"

Nic smirked and waved her over neither of them noticed the curious green eyes that followed them while from where she stood beside her current guardian. Cardin went to follow only to freeze when he was glared at by Nic. Sinking slightly under the old man's glare he huffed when the man said, "you stay. Just because I invited her into my store doesn't mean you can come in."

"Be nice," Ruby said. The warning echoed in the air as she looked between the two men. Nic frowned at the order, he already didn't like Cardin at all, but for Ruby he would allow the boy to simmer beside the door like an unwanted rat.

"I'll act however I want, freeloader," he stated. Seeing her frown slightly he reached down before pulling a box from its place behind the counter.

"I have not once forgotten to pay you," she protested more out of habit than anything else. Taking the box, she opened it to check that it was the right order and to see what the dagger looked like. Unlike the ones, she'd given Pyrrha and Blake this one was more of an assessor than a weapon. Smiling she closed the box only to find Nic's holding out his hand for payment. It wouldn't have bothered her as much if his hand wasn't in biting distance. Her eye twitched in annoyance as she felt the urge to snap at the offending limb. Instead of biting him, she said, "I'm not done yet."

Nic pouted and fell back into his wheeled desk chair with all the grace of a three-legged lion. Looking up at her with an expression filled with exasperation he asked, "what do you want now?"

"A dress infused with dust," she said causing him to nearly choke. She was thinking either lightning dust to accelerate her movement speed or ice dust to counter Cinder's fire.

"This is a weapon store not one for clothing," he protested waving his hand around as if to point out all the weapons surrounding them. Following the movement with her eyes she caught sight of a lovely short sword with runic lines of blue dust flowing down the blade. Maybe she should buy a sword, having another backup weapon would help and it wasn't as if she didn't have the money. A person could never have too many weapons after all. Blinking as he snapped his fingers in front of her face she pouted as he asked, "besides what do you need a dust infused dress for?"

"Well there's a dance, and I can't exactly wear my combat clothes," she teased and was pleased to see him grumble.

She might not be able to wear her combat gear, but she could turn her dress into combat gear. It was always good to be prepared and it wasn't as if anyone would fault her for the action. Cardin watched them bicker for a moment before walking confidently over to the counter; but not before scanning the counter for anything the old man could throw at him. Ruby saw his movement and resisted the urge to groan. She really didn't need them to start an argument right now.

"I thought I told you to stay," Nic ground out annoyed at being disobeyed by a child. He'd never gotten over being called a freak by the boy during Cardin's more racist phase. Turning his attention back to Ruby he said, "control your pet, freeloader."

"Stop calling me that," she whined sounding more like a child than normal. Raising an eyebrow at her, he was slightly disappointed as she said, "and I don't control Cardin."

"You should," the old man complained as Cardin returned his wrench. It took most of his self-control not to hit the boy on the head with the tool. While Cardin might've gotten better over the years, he'd only hidden his racist views not disregarded them entirely. Sending the annoying boy a cold glance he said, "I could have kicked him out of my shop for that stunt."

"But you won't because he's with me," she said lightly. If she got special treatment, then she would use it to her advantage if for no reason than because it existed. Besides if he ever got tired of her actions then he would tell her.

"Why is Ruby a freeloader," Cardin asked despite already knowing the story. He loved bringing it up whenever he and Nic were in the same room. They both knew it annoyed her but there was nothing she could do to stop them.

"Let me tell you a story of the one- and only-time little Ruby ran away from home," Nic started as she pouted.

"I was lost," she protested while feeling her face heat up.

"You stayed at my shop for three days taking apart weapons," he pointed out as if to combat her claim. What he didn't tell her was that all of those weapons worked better once she'd put them back together. Grinning at her he said, "I even gave you food."

"That's called being a good person," a voice interrupted causing her to jump. Nic grinned at her startled expression; it was always amusing when her guard fell. Seeing Cardin stiffen beside her, he tried to ignore how the boy shifted his weight to stand between Ruby and the stranger. The boy's loyalty was the only reason he tolerated his existence.

"James it's not nice to scare kids," Nic said to the man as Ruby slowly relaxed. General James Ironwood smiled.

Ruby shifted trying to calm herself down. It wasn't every day that someone managed to sneak up on her, yet he had. Worse was the fact that he wasn't even a stealthy man but someone who was half made of iron. How had she not noticed him? Shifting on her feet she moved to offer a small smile to the general of Atlas. Flickering her eyes to the ginger girl standing behind the man, she felt a bit relieved. If Penny was here then she hadn't changed history too much.

"It's good to see you haven't lost your touch, Nic," he told the older man.

"Well we haven't seen each other for years," Nic told the man as Ruby moved around him to greet the other girl.

"Hi, my name is Ruby Rose," she said holding out her hand to the girl as the two men talked. The friendly open smile on her face was the only thing Cardin noticed as Penny shook her hand. It was easy to see that his reaper was planning something.

"Salutations I'm Penny," the girl said giving her a salute. Ruby smiled while Cardin smirked. Seeing his look Ruby decided to cut him off before he could mock her for trying to add someone else to her collection.

"And this is Cardin," Ruby introduced before the boy could say anything but the look, he sent in her direction meant they would be talking about it later.

"I was going to be nice," he protested just so that he would have something to say. If Ruby was trying to collect this girl, then she must be someone important. He just hoped that meeting this girl wouldn't cause her to agonize over her choices the same way she had when dealing with Weiss. Nic saw the two about to argue and cut in.

"Freeloader, this is James Ironwood, headmaster of Atlas and a general," he said catching her attention. Ruby looked up at the man for a second examining him for any visible weapons but didn't find any, yet that didn't mean anything. He could be using his coat to conceal any weapons from what she remembered he used a pistol as his main weapon. Either way, he was dangerous.

"Huntress prospect Ruby Rose it's a pleasure to meet you," she said formally catching Cardin off guard. He'd never heard her use old-style formality before now. He was pretty sure he'd slept through those lessons during their time at Signal.

"There's no need for formality," James stated although he seemed to appreciate it. Shaking her offered hand he said, "I'm just here to visit an old friend."

"How do you know Nic? I didn't know the old man even had any friends," Cardin said with mocking in his tone before he ducked to dodge the wrench thrown at his head. Turning to the old man he shouted, "watch it, geezer!"

"Go die in a hole brat," Nic growled sounding more like a lion than a man. Glancing around for something else to throw he frowned when he found nothing. One day Cardin's big mouth was going to get him into a situation Ruby wouldn't be able to save him from. Cardin opened his mouth to insult the man; because it was fun, but snapped it shut when Ruby grabbed his arm. Tensing he glanced down at the girl holding his wrist for a moment, then sighed in defeat.

Nic smirked counting it as a win in his favor before saying, "I used to teach at Atlas until Mira died."

Ruby nodded in understanding. Staying in Atlas must've been painful after losing someone he loved. She'd had a hard enough time settling back in at home when her father left on his missions. Although she knew that he would come back to her it hurt that he had to leave in the first place. Feeling Cardin shift beside her, she forced a small smile to her face.

"I wish I could have met your wife Nic," she said softly. It would've been nice to know Mira from more than just stories. Yet she also doubted that he would have come to Vale if the woman was still alive.

He smiled at the young girl although it looked more grim than anything else. Every day he saw more of his wife in the small girl and he hated to think that she would meet the same fate. If not for her silver eyes, she would look almost exactly like his Mira. Forcing the thought from his mind he admitted, "you remind me of her, although she didn't have a tendency to forget paying."

Bristling she was bout to protest when Cardin clicked his tongue. The sound drew her attention and let her see the almost murderous glare he was sending the Atlas general. Glancing between them she frowned at the expression on his face. What issue could Cardin possibly have with a man neither of them had ever met? She didn't know why Cardin was so angry, but she knew his temper was horrible.

"Ruby we have to go if you want to eat before returning to Beacon," Cardin reminded her once he noticed the concern on her face.

"Bye Nic, I'll be back for the dress," she said. It was best to leave before Cardin lost his temper.

She didn't doubt that he would lash out at the general if the man continued to stay close to them. It was terrifying how hot his temper could burn, but she knew it would never be directed at her. Straightening she tightened her grip on his hand before releasing him and walking from the shop. For once, Nic didn't throw something at her head. Cardin followed her slowly, although he did send one last glare at the general.

Catching up to Ruby he slung his arm over her shoulder although it was more for his own comfort than hers. Feeling her relax against him he asked, "where do you want to go?"

"The same place as last time," she suggested ignoring the fact she could feel his body trembling. She didn't know if it was out of anger or some other reason.

"Ruby," he started before closing his mouth. There was so much he had to tell her and seeing General Ironwood had shaken him if only a little. Forcing a smirk into place he finally relaxed.

Almost an hour later, Cardin watched her eat silently his own food still steaming in front of him as if to condemn him. He had no idea how to start this conversation with her, even if he'd thought of a thousand different plans. He didn't want her to be angry with him for keeping this from her much less hurt that he'd made such an important decision without her.

"Just start from the beginning," Ruby suggested after swallowing her food. It wasn't as if he could say anything that would completely change their relationship in less than an instant. Besides she put up with Blake's nearly hidden suspicion and avoidance for weeks, there was no way he could tell her anything more annoying than that. Seeing his hesitation, she said, "nothing you say can make me hate you."

Unless he suddenly slept with her sister. Then she would be just freaked out enough to believe he was an alien rather than her best friend. Given the looks she'd seen him throwing at Russel over the last week however she was vaguely sure that he would be putting aside his pride any day now. With the two of them going to the dance together she was going to be all alone. Not that there was anything wrong with her going alone; she wasn't jealous.

"Don't make promises you can't keep," he said before sighing in defeat. The best course of action was to be blunt. Taking a deep breath, he said, "My team and I are transferring to Atlas after the Vytal Festival."

For a second, she stared at him as if she hoped that the words had been some strange illusion. They had to be fake, he wouldn't just leave her, would he? He'd always been with her since the moment she started attending Signal. There was no way he would just go running off to Atlas without consulting her about it. It had to be some kind of mistake. She must've heard him say something different.

When he turned away from her to look out the window, she knew that it wasn't a mistake. He was really going to leave her for Atlas. Sitting down her glass on the table she noticed her hand shaking. What the hell was she supposed to do all alone? Every plan she'd ever made counted on him being by her side. Clasping her shaking hands under the table she breathed in a shaking breath that somehow made everything worse.

Why would he go to Atlas? He didn't know about the upcoming Fall of Beacon so she couldn't blame it for his departure. There had to be some other reason. A tiny part of her jumped at the chance that it might be her fault he was leaving. Had she done something to drive him away?

"I-"

"Stop looking like I just kicked your puppy halfway across the god damn room! It's not your fault," he snapped causing her to flinch. Glaring at her, he knew that he'd just cut off what was supposed to be an apology.

Blinking at him, she drove back the instincts that told her to lash out at him for hurting her. It was Cardin, he'd never hurt her on purpose. He wasn't saying this to make her feel as if she was a fool for trusting him; he was her friend. They'd known each other since Signal, he had a good reason for leaving her. Here she was worrying about what she'd done wrong when he was trying to make her feel better.

"Shit, stop crying," he hissed as everyone in the restaurant turned to look at them. He'd known this was a horrible idea. It didn't help that this was a huntsman only restaurant and anyone here could kill him in under six seconds.

Reaching up to check that she was actually crying since she hadn't noticed, the reaper let out a shaky laugh. She was pathetic, wasn't she? All it took was him saying that he was going to leave, and she broke like some weak doll. Feeling a rush of bitterness, she wiped at her eyes. Closing her eyes for a moment she despised the fact that the tears wouldn't stop. There was no reason to cry! She wasn't Alice anymore; she didn't need to cry over every little thing. Hearing a subtle cough from beside her caused her eyes to open.

Their waiter stood a foot away holding out a tissue and aiming a stern glare at Cardin. Taking it with a bitter laugh she wiped at her eyes as he laid a box of them on the table. Watching with blurry eyes as Cardin tried to sink into his seat, she pushed her hurt and anger to the very back of her mind. That did not stop her from balling the tissue up in her hand as the waiter took away her empty plate.

"So, Atlas," she said hating the way her voice cracked. From his flinch, he felt the same.

"Yeah…"

"Well are you going to tell me why your leaving or do I need to drag it out of you with my scythe," she snapped; pushing back her emotions wasn't working so well. It was his turn to flinch as he looked anywhere but her angry face.

"I love you," he offered hoping to appease her and save himself from being used as target practice. From the unamused glare she gave him, she did not approve of his attempt. Poking his food with a fork, he said, "I really do love you Ruby and that's the problem."

"So, it is my fault," she mumbled causing him to stab his fork down onto the table. It went right through the wood and stood there shaking from the force he'd used. Meeting his eyes slowly, she twitched at the glare on his face.

"No, it's mine. You are amazing and you changed my life; literally. Without you, I would be some no-name racist bully with a bunny fetish. I would do anything for you," he stated while trying to ignore what he'd just admitted. Hearing one of the men a few tables over try to cover their laugh he felt his ears burn. Coughing he decided to push on saying, "as the leader of team CRDL I chose to transfer my team to Atlas. I made this decision because my team needs a leader, not your best friend. I can't be the leader they need if my first thought is how you'll react to my choices."

"Car-"

"No! My first thought in Forever Fall when we were attacked wasn't to protect Russel, it was where's Ruby!... You are the best thing in my life, but your also my greatest weakness."

Letting the words hang in the air he felt horrible at both the admission and about yelling at her. What if she didn't understand what he was talking about and hated him anyway? He wouldn't be able to live with himself if she decided that she wanted nothing to do with him. Staring at the table as if it could tell him the answers to life's problems, he was startled to hear her laugh.

Slapping a hand over her mouth she couldn't stop her shoulders from shaking. The muffled laughter would have been insulting if he hadn't just seen her cry a few moments ago. Shifting nervously as she got herself under control, he relaxed. Laughter was a lot better than her using him to sharpen her scythe. Lowering her hand, she allowed him to see the gentle smile that let him know everything was going to be okay.

"I was worried that you hated me or that I'd done something wrong," she said softly. The smile never left her lips as she played with the rolled-up tissue in her hand, but it did take on a sadder glow that worried him slightly. Seeing the worried expression, she said, "it's nice to know that you're just finally growing up. A leader's first thought should be about their team, and this way Russel will stop trying to murder me."

Before he could start arguing that Russel was not trying to kill her; anymore that is, the same waiter as before placed a slice of strawberry shortcake in front of her. In truth that was the only thing needed to take her attention away from Cardin and his confession entirely. The hurried thanks she gave to the indulgently smiling man was all it took for Cardin to turn his attention to the waiter. He was vaguely sure that while the table might not have all the answers to life, the cake might and he needed that recipe.

So, yay emotion. I honestly didn't plan for this chapter to be so emotional but that was how it turned out. Anyway, what are your thoughts on Ruby's and Cardin's talk?

The next chapter is the mech fight with poor Roman.