Disclaimer: I do not own RWBY, nor do I profit financially from this work of fanfiction.

AN: Started after posting chapter 7 of my other RWBY fic in progress, so it was started with the intention of riding that motivation/focus train! Hopefully by the time I post my AN at the bottom, it'll still be during that same train of motivation and not… 6 months later or something like that… anyway here we go again!

Credits (aka. Betareaders/Proofreaders/Editors/etc): N/A

RWBY: Kittens

Chapter 2

Well, two months of waiting for Beacon Academy's new semester to start had been strangely relaxing; Blake had spent most of it with her daughter and Ilia, though some was spent with various members of Beacon's staff. Of the staff she interacted with, her most regular encounters were with Ozpin and a 'Doctor' Oobleck whilst seeking a brief reprieve in the form of a cup of tea (though her selection was limited, for she was careful with her diet whilst she was still nursing her Rouge). Ozpin was as seemingly wise beyond even his years and equally mysterious, but Doctor Oobleck was… surprisingly interesting, surprisingly respectful and knowledgeable of the Faunus, and REALLY needed to ease off of the coffee. Blake was pretty sure it was not healthy to drink so much of the hot, caffeinated liquid that you seemed to teleport from place to place. Certainly not the worst flaw one could have, but it was one that definitely had her a bit more on edge than usual around him.

Speaking of on edge: Blake felt sorry for Ilia and her new job, for that job it turned out was 'Teaching Assistant/Professor-In-Training'. Didn't sound like too bad a job at first, but it turned out the the teacher she would be learning from and assisting was Professor Goodwitch… the first night Ilia had come back to her dorm she'd been nearly glowing a bright red, her eyes a feral yellow, and was visibly twitching with frustration. Apparently Goodwitch was a perfectionist with high standards, and Ilia had not that long ago desired to hurt and/or kill all humans, of which if she ever returned to that mindset once more, Blake suspected she'd personally track down Goodwitch and end her herself…

At least, for the first couple of weeks, but after that it seemed Ilia naturally slid into her new job and role well (also, she got paid that day, and while it was no SDC investor's fortune, it was quite a healthy amount for anyone of their age and status to have). Despite Blake's protests, 'Aunt' Ilia insisted on using some of her pay to buy things for Rouge, which Blake had been planning to do with some of her student stipend (after all, bullets were cheap, and maintenance for Gambol Shroud was even cheaper). As Blake had been placed in one of the larger dorm rooms that could support 5 beds easily in preparation for her soon-to-be-team's arrival, the fifth slot now held a crib, a small fridge for storing pumped milk (for feeding Rouge while Blake was in class), and various other supplies and small toys for the growing baby girl. Blake actually had to get after Ilia for taking up too much space at one point; three other students had to fit into this room later, and Ilia had her own living quarters she needed to fill.

As for Blake: in addition to spending time with her lovely daughter, she also had to get focused on getting prepared for the start of Beacon's semester, and that meant primarily getting into shape. Pregnancy had been quite debilitating, more-so because Adam's domineering attitude had kicked into overdrive, and he'd insisted that she be protected and prevented from doing anything remotely strenuous at all costs. 'To protect their child and her'... the more she thought about it, the more she figured that it was to protect 'his' child, in his eyes. Not that it mattered now, anyway. After nine months of pregnancy, nearly three months of initial recovery from pregnancy, and a month barely getting back into 'operating shape' prior to her last mission with Adam… she had a long ways to go still. Two months wasn't going to be enough to get her to where she used to be, but it would get her in good-enough shape for Beacon's Initiation.

Suffice to say, between caring for her child, nursing, and all of the exercise she was putting in to lose weight and build back muscle… yeah, Blake was exhausted AND sleep deprived most of the time. Ilia was a godsend when she was around to help her out…

Finally, her time was up; today was the day that the rest of the students of Beacon were arriving, and that meant that tomorrow was their initiation. Watching the airships, cars, and students all converging on the building she currently was perched upon, Blake sighed, and idly ran her hand over her her exposed ears, feeling a little down that her quiet time with her daughter was coming to an end. That, and it would be the first time showing the 'public' her ears in a long time, but what would she say to her daughter in the future if she kept hiding her ears? What if Rouge thought she was ashamed to be a Faunus? No, she needed to be strong, and stand proud, for her, and for Faunus everywhere. She had to show her that it would be okay to be whom she was to the world.

She hopped her way down from the spire, the last couple of stories requiring her to take a deliberate leap, then tuck and roll at the end up onto her feet. She'd done it thousands of times; it was basic acrobatics. Instinct kicked in as she flew through the air, and when she landed she tucked, rolled, and then right up onto her feet-

RRRIP!

Blake went ramrod straight at the sound, ears tall and alert and eyes wide with shock-

RRRIP!

Her hand came around to her chest to grab at her top, desperately trying to keep it from ripping further. Blake closed her eyes in as much embarrassment as silent fury; her usual 'combat attire' had been tight with all the weight she had gained during pregnancy, and utterly unwearable during her pregnancy. After all of the working out she'd done, it was still tight, but only in two distinct areas really… the two areas that just gave out after months of stress.

Well, at least nobody was around to see or hear-

"Uh… are you alright?"

Oh Dust be damned…

Blake took a deep breath, and turned around slowly, still clutching the chest region of her top together and forcing on a smile as she faced… a human girl, thankfully just her. She was tall, and the mane of blonde hair flowing down her back from her head was truly impressive. The woman was clearly a huntress; she just radiated it, that and the obvious athleticism in her surprisingly curvy figure. Well, at least Blake only had one person witness her shame…

"I'm… fine," her words were slow, careful, and the smile clearly forced. "...since you already saw… can you tell me how bad it is?"

"Uh… suuure?" Yeah, it was an awkward thing to ask, but the human girl rolled with the request anyway.

After relegating herself to the fact that this was definitely happening, Blake uncovered the two splits, one on her chest, and one right on her buttocks. Blake could SEE the chest one, and thus everyone else could see her undergarments underneath. Were she not wearing her bra, it would be quite a sizable 'boob window' as she'd heard it called before. Blake never really understood why anyone would expose to everyone where their heart was ala their cleavage; seemed like a bad tactical decision, even with Aura being a thing. Blake bit her cheek as she could just feel the other girl's eyes on her butt as she knelt behind her, removing her hand so she could see how much of her backside was now exposed to the world. Oh Dust don't let someone else show up now…

"Well, good news is it tore along a seam, so it's not that obvious, and if you're careful the tails of your top will help hide it," well, that was good news, and Blake was happy the helpful stranger was no longer inspecting her backside. "The top is worse, buuut I think you can see that. Might want to lose the bra-"

"No."

"-ooor not," the human reached up with a short, nervous sort of laugh to scratch the side of her cheek. "It would look more intentional with the bra gone is all I'm saying."

"Your advice is noted, but I'm going to go change now. Excuse me."

"Wait!" Blake did, having been starting to turn around to leave already. "Look, uh, I know we kinda just met and all, but… you look nice as you are you know."

...what?

"What?"

"I mean, look at me!" the blond gestured to her own, admittedly sizable chest, apparently adding a little 'bounce' to make sure Blake saw what she was showing. "With the girls here, I've gone through a LOT of different bras and tops, and for a time I REALLY wished they'd just stop growing, so I stuffed them into things that were just WAY too small. You think your blowout was bad? Least you didn't explode out in your uncle's face when you leaped at him to give him a hug."

Blake gave a short chuckle at the thought, though she had no uncle to whom she could truly relate the story.

"Point is, I wasn't happy with how I looked, or how I felt, so I tried to just cram the girls away. Eventually I realized that I really shouldn't be trying to hide them, 'cause it was literally hurting me, so, I started owning it, got stuff that fit right, and hey, started feeling better and more comfortable," the blonde said, the expression on her face one that was like that of an older sister, or a good friend. "So, figured I'd just let you know that you look good the way you are, figured maybe you needed to hear that from someone."

Blake honestly was thrown; it had been a long, long time since she'd had someone sound so… genuinely concerned for her, and be so genuinely nice to her (aside from her best friend Ilia of course). Especially not a human, and ESPECIALLY not with her ears on display; this girl HAD to realize she was a Faunus. It was… it was sweet. Her reason for her not having properly-fitting clothes was not accurate… okay maybe it was a little correct, but it wasn't the main reason, maybe? The gesture was appreciated for the intention regardless of the dubious reality of the situation.

"Thanks. It's been a long time since I had someone so genuinely worried about me," Blake replied with a smile.

"No problem, kitty cat!" the blonde replied with a wide grin, tucking her arms up and clasping her hands behind her head. "See you later after you get changed, alright?"

"Yeah, sure," Blake waved a subtle goodbye, and found that after the girl's kind gesture before, she didn't find the 'kitty cat' term too much of a problem. The blonde was easy to get along with…

...she'd have to keep her in mind when it came time to be put on teams… wait, did she ever get her name?

"This should fit you."

"My… butt is not that big."

"Blake, trust me on this: as amazing as your butt is and always has been, it is that big," Ilia insisted as she pulled the white shorts off of the thrift-store rack before pushing them into Blake's hands. "Seriously, there's a reason I adjusted the order for your uniforms after you gave them your old measurements."

"What?!"

"Blake, even with the absolutely miraculous recovery you've had, I doubt you'll be back to the same size you were before the pregnancy," Ilia was smiling softly as she found another pair of white shorts on the rack for Blake. "Which is fine; you look good, I keep telling you that! Heck, I think you look even better now!"

"I know, I know," Blake relented with a sigh as she took the second pair of white shorts to add to her pile of clothes to try on. "But I told you before: I just wanted to wait until I had my money from the stipend is all. I don't want you to keep spending your money on me."

"And I keep telling you that I don't mind at all, especially not when it helps you get settled in, or when it helps you take care of Rouge," Ilia snuck her hand into one of Blake's, her thumb running across one of the cat Faunus' lightly scarred knuckles. "You're my best friend, not a burden, and I know that if the roles were reversed, you'd do the same for me."

"You've done so much for me already," Blake grumbled in return, ears flattening as she returned the gentle, comforting gesture with her own thumb. "I couldn't have gotten in touch with Ozpin or Qrow they way you did, not while I was pregnant and certainly not after Rouge was born. I needed your help to get Rouge away from Adam safely too. I just… it's felt like I haven't been able to pull my own weight recently…

"How am I supposed to take care of Rouge if I can't even-"

"Blake, stop," Ilia was surprisingly firm as she pulled herself in close, and put an accusatory finger in Blake's face that caused the taller girl to rear back slightly. "You're not going to try and go down that rabbit hole again. You're a great mother; you did everything you had to, even swallowed your pride and took the necessary risks to make sure that you got Rouge away from that sorry excuse for a man! You've done nothing, nothing but be nurturing and loving for that little girl, and I'll be damned if I let you tell yourself otherwise. You know exactly how I feel about this, Blake."

Blake's eyes and heart did drop; of course she knew how Ilia felt about her as a mother, as a parent…

"I don't think my hormones are straightened out yet…" Blake mumbled, leaning her head forward until her forehead met the top of Ilia's forehead, and sighed. "I'm sorry."

"You don't have to be; I know it's been tough for you," Ilia's response was just as quiet, easily heard by the cat-eared girl as she pulled Blake in for a hug. "I'm just glad you're opening up to me and letting me be there for you. Rouge couldn't ask for a better mom."

That brought a smile back to Blake's face as she returned the smaller girl's hug as best she could, her eyes catching the shopkeep - a fox-tailed Faunus - glancing away sheepishly mid-embrace. That killed the smile once more, but she didn't send a glare his way; they were in his shop…

"Ilia...?"

"I know. Let him watch; making sure you're feeling alright is way more important." Ilia replied, though the embrace didn't last much longer anyway. "And if it makes you feel better, Goodwitch told me about a couple of Faunus-owned restaurants around Vale, so you can always buy me dinner sometime to pay me back."

"Right, because a dinner totally makes us even for furnishing a baby room and my updated wardrobe," Blake rolled her eyes as the sarcasm oozed forth from her, but at least she was smiling again.

"How about two dinners then?"

"You are absolutely incorrigible."

"I prefer 'stubborn'," Ilia gently nudged Blake with her shoulder, both of them smiling. "And you should look in a mirror if you think *I'm* stubborn."

Blake rolled her eyes again and nudged her back, before she took the pants to see if she could fit her 'big' butt in them in the changing room.

Thankfully, she did not have to get more sleepwear in her re-purchase of her combat-and-more wardrobe; it was hard to outgrow robes and Mistrali yukata. Such sleepwear also made it a little easier to nurse her young child, just had to open it up slightly and voila! Instant access to her bosom!

Hah, right, sometimes nursing made her feel a little… giddy? Certainly warm at first, then relaxed unless her daughter wasn't latched on properly (it hurt then, like she was being gnawed on with nonexistent teeth). Rouge was even more peaceful than usual as she nursed, cradled against Blake with her hands free to knead at the sides of her breast... it was more peaceful for Blake too for that matter, what with the quiet, spacious room around them…

A knock at the door drew her attention, and she knew immediately that it was Ilia on the other side by the sound alone. That and she really was the only visitor that Blake would get this time of night, except maybe one of the professors directly under Ozpin. Rather than call out, Blake reached over and gently knocked on the wall - a signal that Ilia knew meant she should be quiet upon entering, because she was taking care of Rouge. The door opened quietly - barely a sound to Blake's exemplary hearing - and Ilia slipped in through the smallest possible crack in the door before shutting it and locking it behind her.

This was noteworthy, because Ilia hardly ever locked the door after entering. Only when there was something private she needed to discuss, but what could it be?

"What's wrong? Aren't you supposed to be keeping an eye on the new students in the main hall?"

"I got Peach to cover for me, said I had an emergency; Goodwitch can yell at me later," Ilia brushed it off, her face serious. "We have a problem though, big problem:

"Weiss Schnee is one of the new students."

Suddenly Blake was neither giddy nor relaxed; this was NOT part of the plan when she made plans to become a student here.

"Are you sure?"

"Short, white hair, offset ponytail, scar over one eye, SDC logo on all of her stuff, and she was yelling at some little girl and her bigger, blonde-haired sister." Ilia recited, seating herself in front of Blake with her legs crossed. "With all the times I looked at the intel on the Schnees, yeah, it's absolutely her. Big question is: what's she doing HERE instead of Atlas Academy?"

Rhetorical question of course; neither of them had been connected to the White Fang's intelligence networks since before they left for Beacon.

"Do you think she's here for us?" Ilia's eyes were yellowing; she was angry. "Do you think Ozpin-"

"No!" Blake immediately bit her tongue when she felt her daughter's ears flatten against her, brushing her flesh gently, then waited for her to resume her calm nursing. "...If Ozpin wanted to hand us over to the SDC, he would have done it well before now, probably when Qrow had us in the back of that transport. He could have flown us to an SDC security team and there would have been nothing we could do about it."

"Right… you're right…" Ilia fell back onto her rear, off of her heels, then pulled her knees to her chest. "...I don't like this still. I don't like that she's here, and I CERTAINLY don't like that Schnee!"

"I'm not happy about the Schnee Heiress being here either, but what can we do?" Blake's tone was short, if hushed to not upset her child. "Weiss Schnee is going to be a student here, same as me, and you? You're a teacher, in-training or not, which means you may have to teach her if you want to keep your job here. If we want to stay here, where we're safe from Adam, where Rouge is safe from Adam, then we're going to have to tolerate the Schnee Heiress and whatever bigotry and problems she may bring!"

She slumped back firmer against the wall, ears drooped as a sad look crossed her face.

"...I don't want Rouge to grow up like me, running and hiding…" She whispered, soft enough even Ilia would have a hard time hearing her. "I want her to be happy, and safe, and proud, and… and…"

Then came the tears; she'd been so prone to them since she'd had Rouge. Honestly she'd lost count of how often she'd just suddenly burst into tears, or how she'd suddenly get overly emotional, or just sad and anxious holding and feeding Rouge…

But at the same time, she also lost track of how often Ilia - her best friend, and a woman she felt was far stronger than her sometimes - would wrap her arms around her, embrace her, and do everything she could to tell her everything was alright. How often had Ilia told her she was so strong? So brave? That everything was okay? That she was a good mother? That she was there for her, always, and in ways Blake never thought she'd need someone to be?

And now was no different, and just like every time before, Ilia held Blake as long as she needed until she and Rouge were both okay…

Blake was suddenly nervous, not because she was worried about how she would perform - she was not back to her old shape yet, but she was definitely in good enough shape for whatever exam she was about to take - but rather because she was pretty sure she stood out. She was the only one to arrive at the lockers fully dressed in her combat garb (her NEW combat garb, to fit her 'that big' butt), so far as she could tell she was the only Faunus and obviously so, and so far she was the only one that hadn't been there the night before. Blake was hoping, praying that nobody would notice her, or worse yet draw attention to her. She just wanted to get going to the exam grounds, wrap this exam up, and get back to her room to check on Ilia and Rouge, the former currently looking after the latter.

Thankfully, Blake found her roguish nature had not faded any, and managed to get in, get Gambol Shroud, and get out without any notice at all. She managed a once-over of many of the other students on her way through… including Weiss Schnee, who made Blake's blood chill, especially she had been hoping in vain that Ilia had somehow misidentified her. She also noticed the blonde girl from the day before, and her… sis? Wait, is that the 'little girl and her bigger, blonde sister' that Ilia had said the Schnee had been yelling at? How convenient then, that the Heiress was rubbing the wrong way the one person Blake recognized, and the person Blake was considering as her partner.

Considering she figures, because she had some basic understanding of the test they were about to take, and it was going to be… interesting...

End Chapter 2

AN: Sooo… yeah, if you read my OTHER Author's Note at the top, CLEARLY I was not able to ride my train of motivation to get this done with any type of expediency. I have not excuse, other than to say that sometimes life kicks your ass, and there isn't much you can do about it. However, I am still interested in both of my RWBY-verse stories, and I will be endeavoring to complete them at some sort of pace. Always hoping for quicker, not slower, but as I've shown before that isn't always the case.

So, until next time, and please leave reviews; I do so enjoy getting feedback on my works!

A.W.R II