The sand in this goddamn place was oppressive at best and suffocating at worst.

It was everywhere and in everything.

Constantly.

The food, the water the air, was filled with it.

And that made flying in Vacuo remarkably, irritating.

But not as irritating as the most prominent thing on his mind, or rather, the most prominent person.

How that had come to develop he was still unsure, but found that, he couldn't keep away. Or rather, didn't want to keep away even when maybe he should.

But he just couldn't.

He hated seeing her like this—seeing her like him.

She was better than that.

She was better than this, even if right now, he understood exactly where she was coming from.

He scanned the dark desert cliffs as he flew on the sandy winds until a flicker of white presented itself to him by the glow of moonlight.

He descended quietly and to his surprise, no glyphs were sent his way—which either meant she was too drunk to notice him or she actually wanted him there.

Likely the former, he decided as he got closer, noticing the bottle she had propped up on her bent knee as she stared blankly out over the desert. Her other leg dangled carelessly over the cliff.

Qrow unceremoniously materialized from his corvid form to sit next to her on the cliffside.

She blinked, her gaze unwavering from the black desert, but didn't acknowledge him.

'Still doing your best Willow impression eh.' He said casually, then leaned back on his hands.

He saw her eyes narrow ever so slightly. 'I'm nothing like my mother.' She said sharply, still staring straight ahead. She was drunk, but as usual, she was unarguably the most articulate drunk he had ever conversed with.

'Coulda fooled me.'

'You know I actually come out here to be alone Qrow.' She said flatly, cutting him off. 'I don't need another disquisition.'

'Ohhh, big words again, ok.' He said and put his hands up in mock defense. 'Well I didn't come out here to fight.'

She sighed, took a long swig from the bottle then set it down next to her leg. 'That's not what that word means.'

'Disquisition, like the first Atlesian Disquisition where all those people fought and were tortured and persecuted. Fighting.' He justified.

'Inquisition.' She said flatly, turning to look at him for the first time that night with sharp blue eyes and eyebrows raised nearly to her hairline. This look, he'd come to learn, she only gave to people she thought were utter morons. He smirked at this. That was real Winter: smart, confident and quietly haughty. Not this apathetic drunk who reminded him of himself in all the wrong ways.

'But thank you, for reminding me how fucked up Atlas has always been, some of us took longer than others to get a grip on that one.' She spat harshly, knocking over the bottle with a sweep of her hand.

He took a breath and turned to look at her profile. The moonlight illuminated her white hair so it was practically glowing, and shimmered off her Atlesian shoulder armor. They were so different, she and him, opposites in almost every way—every way except the seemingly parallel trajectories their messed up lives had taken. And this somehow, made him feel drawn to her in ways that he felt with no one else. 'Look, I'm not going to sit here and tell you to stop blaming yourself for all the things you could have or should have done—I know firsthand that doesn't work. But you have got to give yourself some credit for all the things you have done.'

'And what does that entail, exactly? Being Ironwood's idiot lapdog? Blindly following orders like some kind of…' Blue maiden flames licked at the sides of her eyes for an instant, then vanished just as quickly. She stopped abruptly and took a deep breath, seeming to check herself. Even drunk, she still had maddening self control.

'You saved thousands of lives. You made the decision to go against Ironwood's orders, think for yourself and work with your sister—that's hell of a lot more than I can say for me and Oz…'

She said nothing for a long minute, seeming to consider his words.

'I couldn't save the one that mattered most…' She whispered finally, barely audible and sounding completely defeated. Her eyes were still fixated on the darkness, but a single tear had replaced the blue flames. 'The ones that mattered most.' She corrected herself quickly.

Qrow let out a deep breath and grabbed the back of his neck as Ruby and Yang flashed through his mind. Pain and guilt hit him hard and abruptly. Winter he knew, was going through it equally if not more over Weiss and Penny.

His instinct was to reach out and grab the bottle Winter had toppled over and take a swig himself, but he didn't. Instead he took it and moved it away from her so he could move closer.

Winter slid her bent knee over the cliff edge and dropped her head into her hands. 'Our whole lives, all I ever wanted to do was protect her—to keep her far away from, from... from everything I had to deal with…' She mumbled, and he could tell there was much more there she was not saying. He knew a thing or two about fucked up childhoods.

'But I couldn't.'

'I couldn't.'

'And now, nothing else seems to matter…'

She drunkenly slid forward a little too precariously and he reached out to grab her shoulder and pull her back away from the edge. She sat upright and stared out at the blackness again, swaying slightly, then tipped into his shoulder. He'd seen her drunk quite a bit these days, but never had he seen her this bad.

He put his arm around her and took a breath. 'You matter.' He said quietly.

They sat there for a while, his arm still around her and he wondered if anyone had ever held her like this before. She always seemed to be more of a loner, a hardass—much like himself, and she certainly didn't seem to have received much affection from her parents. In fact, the more he slowly learned about her—the more he witnessed Willow recently, the more he realized that Winter had been more of a mother figure to Weiss than a sister. And losing a daughter was nearly unbearable… He squeezed her arm and once again tried unsuccessfully to push Yang and Ruby from his thoughts.

'So, you're besties with Ice Queenie's little sister now eh? How's that?' Qrow had questioned Ruby once upon a time during a visit to Beacon.

'Well, I wouldn't say we're besties yet, but I like her a lot! Weiss is actually—well, deep down she always has our back and really does care, even if she's not great at showing it.'

He glanced down at Winter, she'd fallen asleep. Like sister, like sister eh? He thought to himself. 'Well, I wouldn't say we're besties yet, but I like her a lot!' Ruby's cheerful voice rang out in his mind again. Like uncle like niece too, he supposed with a smile.

'Alright come on, let's get you back.' He said to a Winter that had slumped completely into him. He stood slowly, hooking her under the arms to pull her away from the edge and to a stand. 'Lightweight.' He chuckled and shook his head.

Instantly she skated a few feet back from him on gravity glyphs. 'I don't need help.' She spat, then as her glyph disappeared from under her, she toppled back onto the ground.

'Apparently, you do.' He chuckled and folded his arms. 'How were you planning to get back, or fight Grimss like this?'

'That's rich coming from you.' She shot back as she tried and failed to get up again. He smirked and rolled his eyes.

'I've had many more years of drunk combat experience than you—you'll need an expert around if you're going to try it.'

She grunted and mumbled something inaudible, then tried and failed once more to stand.

'Alright, come on Ice Queen, up you go.' He announced as he looped her arm over his neck and hauled her to a stand. 'Looks like we're walking then—unless you prefer I carry you.' He added lowly near her ear with a smirk.

'Id rather throw myself over that cliff before I let you carry me.' She slurred, and he grabbed her around the waist to keep her upright.

Qrow chuckled as they started to walk. 'Whatever you say Ice Queen.'