Before anything else, I own nothing but the original characters, and content therein related to them. RWBY is owned by RT, and any mentioned creator's work belongs to them, and them alone. Rest in peace Monty, your vision lives on in us all.

CHAPTER 3

Weiss sat in Grimm Studies board out of her skull. She just wanted to go to Weapons Craft and Maintenance, then sit through the evening sparring session where Jaune was going to kick Pale's ass, then get his own handed to him by Someone else. Once that was out of the way, they could get done the mission the gang had come up with. Beside her, Clayton and Ruby were still going over the final details of the plan. Mostly who would need to go where. It wasn't overly complicated but Clayton had cocked his tricorn to the right a little and Ruby had put down her weapon sketch book, so it was clear that both of them were in "leader mode." Weiss rolled her eyes at the two, a smile on her face. She wouldn't admit it, but they were probably the cutest couple in Beacon, aside from Velvet and Coco… But nobody was supposed to know about them… Funny, since they they had a habit of snagging 3rd and 4th years to get back at each other every time they broke up. Weiss sighed.

Outside of it being nigh impossible situationally for Weiss to ever take up a relationship that would make her happy, she briefly wondered what it would be like. She smiled at the thought. Neptune definitely seemed like her best option, handsome, cool, suave, smart… Though he was probably like that to every girl he met… Still the guy was a heartthrob, but it didn't hurt to have multiple prospects.

Briefly Weiss glanced at Jaune, "eww" Weiss thought. Not that Jaune was interested in her as it seemed.

Ren. "NORA SMASH!" Probably taken already… That or he was gay.

Pale. She cringed. Handsome sure, but he was a cynical buzz kill. Then there was that whole trying to murder Blake thing, as an accessory to an unknown amount of dead faunus.

That said, nobody aside from Neptune made any sort of attempt at swaying her. Not even the perks tied to her family name seemed to draw in the usual flies, but that might have simply been the amount of bullheaded machesmo floating around the school. Still, why hadn't anyone tried asking her out by now?

That's when a second thought struck her. "It's not because I'm… Small is it?" Weiss looked at her female friends and began to both compare herself with them.

Pyrrha… Nevermind, nobody would ever date her regardless of what she looked like, people were intimidated by her skills in the ring, and that did not do her favors when dating, the occasional one night stand maybe, if said man or woman happened to be an overachiever bent on crossing celebrities off their list. That, and she clearly liked Jaune for whatever reason, so she was out of the comparison.

Nora was… Nora.

Briefly glancing at Halcyone she couldn't assess if people would find her attractive or not. She was pretty, regardless of the few scars on her lower face, but was rather tall, slim, and had a lot of visible muscle for a girl. Her hair was cut high and tight as if she were a boy too. That and her sense of dress gave off the "I'm one of the bros," feeling, what with all the leather and pants in her wardrobe, small as said wardrobe was, given Halcyone was homeless as far as Weiss knew.

Weiss Looked over at her team. Yang was developed chest wise, and had well toned… Well, everything upper body at least, and boys noticed. Though she flaunted what assets she had, Yang was, in reality, a hot mess when it came to actually talking to people she didn't already know… No friends for 4 years and all, which made her publicly awkward, honestly her puns were god awful, and it was both funny and sad seeing some of the second year boys akwardly chuckle and ignore her when she tried to flirt.

Blake was… Ok, Weiss could see why Halcyone joked about "The Bella-booty" behind her back. Not that it was to be rude, Halcyone said it in an endearing way, (she hoped it was just endearing,) it was just not something Blake would have liked to hear. Regardless, Blake had a large butt, wide hips, and thick thighs compared to the rest of the girls, and though she wasn't toating the same chest as Yang, 30C was a modest bra size... And the only reason Weiss knew the girl's bra size, was because Blake, having no money to her name the result of being an ex-terrorist, had asked politely if the rich girl would buy her a few new sets of undergarments. Still, Weiss could imagine Blake being mature enough to have had a boyfriend or two before Beacon.

Then there was Ruby, the only person in her circle of friends that had been steadily dating someone for four and a half years, so obviously she was doing something right… Dimensionally Ruby was the same height as her sister and had roughly the same figure, she just didn't show it off, and always wore her poofy black dress which concealed everything. Aside from their hair and faces being different, one could really see the family resemblance. For a moment, Weiss thought about potentially joining the two sisters in the gym.

Weiss then looked down at herself, and sighed. "Oh gods, it is because I am small isn't it?" She thought, slumping forward, head hitting the table. By comparison her teammates and peers were at least a year or two ahead of her development wise. Curse her thin ballet dancer form. "Everyone grows differently. I'm sure I'll have a second growth spurt and catch up by the second year." Weiss thought, reminding herself that her sister went through a similar situation.


Siniy heard Weiss's head hit the desk, and turned his attention away from the course book to her. Truthfully over the span of the year the two had disolved what animosity there was between them, dispite her status as one of the elite Siniy hated, much the same with Weiss and her attitude toward's Clayton and his stange egalitarian ways. "I've never seen you look bored in class. Are you sick or something?" He asked, leaning over in his metal stool to talk to Weiss.

Weiss turned her head to look at the polar bear man with a pout. Which quickly turned into a look of deep contemplation. "... no amount of scars will ever change how you were born. For as much as I hate your name, you were born beautiful, and not a single man or faunus can argue that because you have a mark of strength." Siniy's words echoed in her head for a second, as the class ended and everyone started leaving, all but Weiss, and Siniy, who now looked between his team, and the apparently down and blue heiress. With a sigh, Siniy stayed in his seat to play therapist, as Professor Port left the room to run to the printer.

"Siniy, you're… Honest. Like, bluntly honest. And I know you're going to be biased against me, but... Am I… Desirable?" Weiss asked, sitting up from the desk. Siniy straightened up in his seat.

"That depends." Siniy said, crossing his arms.

"On what?" Weiss asked. Siniy shrugged.

"On what you mean by desirable." He said.

Weiss huffed. "Am I attractive?" She asked.

"Yes. You are a very pretty girl. Has someone been picking on you because of your scar again?" Siniy asked.

Weiss shook her head. "No, no… It's just… uhhg." Weiss groaned. Siniy wasn't stupid, obviously, he had grades on par with her for the gods' sake, he was just so damn blunt about everything. "I don't know if Neptune actually likes me or if he's just a player, and on top of that I'm self conscious my… Stature may play a part in it." Weiss said, flustering a little. Siniy raised an eyebrow.

"I could understand being upset thinking Neptune is not really interested in you, but… You are concerned about how tall you are?" Siniy asked. Weiss groaned again.

"No you dolt! I'm concerned about my… About my figure..." Weiss said, quickly becoming more embarrassed. Siniy nodded in understanding. "I'm… Not as developed… as some of our friends so to speak, and I'm worried that it might be a bit of a curse." Weiss said, grabbing at the hem of her skirt.

"And that is why you think Neptune may not like you?" Siniy asked, receiving a nod from Weiss.

"Guys... Like big breasts right?" Weiss asked, unsure of the answer.

Siniy shrugged once more. "If Neptune does, to each their own. Personally I see no issue with a woman having small breasts, there are many beautiful women who do not need them to be beautiful, that and everyone is small to me. I've already told you Weiss, regardless of what I believe about your family, you are a beautiful woman, do not let others fool you into believing you are not." Siniy said, as he got up and grabbed his stool, done with the conversation he'd already had with Weiss.


Later in the dorm common room, Team's RWBY and SPGL prepared for their mission. Everyone had changed into new clothes for the occasion. Clayton had reversed his tailcoat, exposing the blue side. He took off his tricorn, and hung a red scarf around his neck. His black shorts were swapped out with a pair of grey pants held in place by suspenders, and the leather belt and bandolier were removed entirely, replaced by a messenger bag, his shotgun broke down and stored in it. Pale did a complete wardrobe change. He'd kept it simple. Purchasing a completely white linen suit with a black necktie. He forwent his hat, and greased his hair back, combing it to perfection. Without need for his rifle, he'd strapped a black leather holster for Guerilla Warfare to his hip. Siniy, comical as it was, wore spats, a blue pinstripe suit, and matching fedora, forgoing his weapon. Halcyone had… done exactly nothing, and got odd looks from everyone who had changed. "What? I'm literally a back up. I don't need a fancy outfit." She reasoned.

Weiss rolled her eyes. "Alright, everyone knows their part?" She asked.

"The white fang holds regular faction meetings to hand out orders, and recruit new members. If Clayton and I can get in, hopefully we can find out what they're planning." Blake said.

"If we get into trouble I've got these nifty pyrotechnics I call flashbangs that'll give us a good few minutes to run." Clayton added.

"I know a guy on the shady side of town that usually knows everything going on in Vale, Ruby, Siniy and I shouldn't have a hard time getting information out of him, two of the three of us have kicked his ass before." Yang said.

"I'll be going to the CCT to retrieve Schnee company records to search for any irregularities with Pale." Weiss said.

"And if things go south, I bail you guys out." Halcyone said with a smirk.

"Alright guys, let's do this!" Ruby said, with a fist pump.

"Yeah!" A new voice said from the window. Everyone turned to look at Sun, hanging by his tail from a tree near the window.

"How did you get up there?" Yang asked.

"It's easy, I do it all the time." Sun said with a shrug.

"You do what?" Weiss asked, growing flustered at the thought she was being peeped on regularly.

"I climb trees all the time." Sun said.

Clayton furrowed his eyebrows. "Playing to stereotypes just a little." He commented as Sun flipped into the room.

"You beat on your own chest in fights." Pale pointed out.

"That's because it boosts by semblance." Clayton said with a huff.

"So, we finally getting back at that Torchwick guy?" Sun asked.

"We're just doing some reconnaissance." Blake said.

"And we're not trying to get too many people involved." Ruby said.

"What, that's crazy, the more people involved the better." Sun said, thumbing over his shoulder.

"That's why I brought Neptune." Ruby, Clayton, Weiss, and Blake looked out the window.

"Sup." Neptune said, before Ruby looked around for any place a normal human would be able to climb up the building.

"How did you even get up here?" Blake asked.

"I have my ways." Neptune smirked before looking down. "But seriously, can I come in, we're like, really high up." Clayton rolled his eyes, before climbing out the window, grabbing his feet and a hand around the tree outside, swinging to Neptune, and then swinging back to the window to bring the boy inside.

"Alright, we've got it all figured out. Sun's going with Blake and Clayton to the rally, and Neptune's going with Halcyone to provide more back up between the rally and the informant." Ruby said, only for Weiss to slightly pout. She knew there was no way she could convince Pale to swap out with Neptune. As far as resource allocation went, Neptune provided little outside of his combat experience, and Pale had an usual eye for pattern recognition; if anyone could analyze the records for White Fang activity it was him and her alone.


Everyone went their separate ways, and the first to arrive at their objective was Weiss and Pale. "You clean up nice for someone who's been living in the wild for two years." Weiss said, commenting on Pale's suit.

"Might be a surprise to y'all, but my family was the richest in the village. I had money growing up, same as you do now." Pale said, putting his hands in his pockets. Weiss grew interested, but cautious.

"Your family, what did they do?" She asked glancing at Pale.

"Grew cotton and tobacco mostly. Shipped it directly to Mistral." He said, what little enthusiasm he had for the conversation disappeared.

"They… They used faunus labor, didn't they… That's why the White Fang attacked your home?" Weiss asked.

Pale scoffed. "The opposite actually, My father wouldn't allow them to tend his land. Faunus need not apply, as it was. The faunus coming out to the country to avoid Mistral's own prejudices found they weren't even wanted for their labor, and so many turned to violence when the Fang came to persuade my dad to reconsider…" Pale said with a shrug, before he heard footsteps rapidly approaching him. Turning just in time, Pale found himself swept up in one of Penny's bone crushing hugs.

"Boyfriend Pale!" Penny said, as she held Pale tighter to her chest.

"Penny?" Weiss asked, before the girl in question turned to Weiss.

"Hello friend Weiss." Penny said with a smile.

"Penny, what are you doing here?" Pale choked out, before Penny released him.

"I am sorry, I forgot you needed to breathe again." Penny said sheepishly.

"The question?" Pale asked, hands on his knees to take in air.

"I came to find you boyfriend Pale." Penny said.

"And that took you three weeks? We haven't seen you since the dock fight, where have you been?" Pale asked, standing upright.

"We… I would rather discuss that matter in private." Penny said, taking Pale's hand before she started walking away, dragging Pale with her. Weiss smiled at the two. Weird as Penny was, and possibly as crazy as she was, it was adorable watching her dot on Pale.

"You two run along. I should be done in an hour or so." Weiss said, waving off the white sniper.


Penny and Pale caught a transport down to Vale, and took a walk. "So where exactly have you been?" Pale asked.

Penny held her hands together for a second. "Boyfriend Pale-" Penny started before Pale cut her off.

"You know you don't have to say what a person is to you before you say their name right?" Pale asked. Whatever environment this girl was raised in could not have been a healthy one.

"Pale, I've never been to another kingdom before. My father asked me not to venture out too far, but... You have to understand, my father loves me very much; he just worries a lot." Penny said.

"Sounds about right. We ain't seen you for 3 weeks. He tell you to stop hanging out with us?" Pale asked.

Penny was saddened by his question. "Well no, he didn't, but I was ordered not to talk to you, or anybody really." Penny said, as they rounded a corner.

"Doesn't look like you're following those orders too closely." Pale said.

"I… I wanted to tell you something Pale." Penny said, as they started crossing the street. "You are my boyfriend, and girlfriends are supposed to talk to their boyfriends. So I decided to come see you." Penny said. She'd come to a decision. Penny wasn't going to pretend to be anything but what she was. Once the two had reached the other end of the street Penny pulled Pale into an alley, and then took one of her wire blades out from her "backpack."

"Penny, what are you doin'?" Pale asked, nervous as to why she'd pulled a knife on him.

"It's ok." Penny said, before she held the blade to her wrist, and deactivated her aura to cut cleanly through her skin. Pale was mortified at first, he had no clue why she'd mutilated herself in front of him, only to grow curious when she didn't bleed. Releasing her sword, Penny pulled the skin on her arm back, showing Pale the metal that laid below. "I'm not a real girl…" Penny said, before Pale took hold of her hand with both of his.

Pale had never seen synthetic skin before, but he'd seen advanced Atlesian prosthetics. Not knowing any better, Pale looked Penny in the eyes, and frowned. "Now I know that's not true… Just because you have a prosthetic doesn't mean you're not real… How much of you got replaced?" Pale asked. Now having a feel for the density of her metal arm, he traced his hands all the way up to her forearm, then her elbow, upper arm… Shoulder… Pale reached her collar bone before feeling the back of her neck, his eyes widening.

"It was never replaced… I wasn't born… I was built this way." Penny said.

Pale swallowed hard, before responding. "Oh…"