A/N: Wow, this story's gotten pretty popular very quickly. Thank you all so much for the great feedback! I'm really lucky to have you all following my story. Here's the second chapter. Don't forget to pop on over to Spacebattles, too, where you can take part in the community discussion within the thread under the same name as this fic. Lastly, I do not own RWBY, Roosterteeth; nor am I using this fic for profit.

Chapter 2: An E Gained, a D Lost

The smoke permeated the whole room, touching everything and everyone. It stank something terrible and burned in Jaune's throat, bringing tears to his eyes as he coughed harshly. His throat felt as though he'd breathed in gaseous fire. It reminded Jaune of the time his parents, sisters and him had went camping in heavy winds, and the campfire's smoke had seemed to almost chase him around the camping site. This was something similar; no matter where the hunter-in-training stumbled to in the room, the rainbowy smoke was there.

"Someone - - hackough! - - get the window open so we can c-clear the smoke!" shouted the teacher over the din of the students' coughing and hacking.

"G-got it, sir!" called Yang's voice from somewhere in the far corner of the room. The visibility was so poor with all of this billowing smoke that Jaune could hardly see two feet ahead of himself, much less twenty or more. However, as the shout reached Jaune's ears, he thought it sounded a little... deeper than usual? Was Yang sick, or was it just a result of her coughing and the smoke?

There came the sound of much stumbling and cursing, and maybe one or two beakers shattering against the floor. Then Yang shouted in triumph and Jaune's ears picked up the window scratching against the frame. Another coughing fit overtook the blond's body and he doubled over in pain. His chest was starting to feel really heavy for some reason, and it was throwing off his balance. He stumbled before shooting a hand out to one of the desks beside him, and he heaved a sigh of relief as his balance readjusted. Of course, though, that sigh only made him inhale more smoke, which sent him into a renewed fit of coughing. He put his hand against his chest reflexively while he wheez - - uhhhhh, his chest wasn't normally that soft, was it?

The teacher turned on a fan, and the multi-colored smoke slowly started to clear out of the room. As the air cleared, Jaune's throat stopped feeling quite so burnt, and he drew in long, grateful gasps of air. His vision swam in tears, and he wiped his eyes, shaking his head. A final fit of coughing shook his body, as Pyrrha's voice spoke up.

"Is everyone alright?" she said, although strangely enough, her voice sounded deeper, too.

Jaune blinked the final tears away and breathed in the clean air, accepting the oxygen with gusto. "I'm alright - -" he started to say, and then he happened to look down, still somewhat curious about the alien softness of his chest.

And his heart nearly stopped.

The last time he had checked, he did not have a set of knockers to rival even Yang's.

His eyes widened to the size of dinner plates. "What the heck...?" he gasped, a bead of sweat rolling down his forehead. Terror swept over Jaune when he realized that his own voice seemed to have climbed a couple octaves in two minutes. There was no way this could be true, right? The smoke had to be making him hallucinate or something. Despairing, Jaune reached down past his... boobs... and groped desperately at his crotch, hoping beyond hope to feel the slight bulge that was definitely supposed to be there.

Nope.

Flat. Smooth. Nothing.

"Oh gods," squeaked Jaune Arc, and was again horrified at the highness of his voice. He rushed to the science classroom's glass case, which contained samples of different elements, compounds, and scientific instruments, and took a look at his reflection in the mirror.

And nearly fainted.

Staring back at him in the glass was a downright gorgeous blonde, the type that he definitely would've stopped in the hallway and tried to flirt with. She had a smooth face, innocent eyes, long, silky hair, and was wearing Jaune's clothes and armour.

"Jaune? Are you al - - oh my."

Pyrrha had come around the corner of their lab station, only it wasn't quite the Pyrrha he knew. Instead of the pretty, beatific redhead he called his partner, Jaune looked over his shoulder to spy an equally handsome man, tall and broad-shouldered, who was flat-out gleaming in his bronze armor. He was square-jawed and yet had a soft, understanding face, the kind that made you feel comfortable sharing a drink and maybe playing some video games with. Despite all of this, it was definitely Pyrrha's eyes that resided in those sockets.

"You're a girl," said male Pyrrha in disbelief.

Jaune felt faint. "And you're a dude!"

Pyrrha stiffened, his eyes straying down. "I'm a wh - - what the..."

"WHAT THE HECK IS GOING ON HERE!?" cried the teacher, and in shock, Pyrrha and Jaune both looked at him... er, her?

Sure enough, the teacher had turned into a girl just like Jaune. The two partners were very panicked now, and looked desperately about the room. Everyone, it seemed, had suffered the same fate. Where Ruby and Weiss had been standing at their station, a short redhead and a medium-sized silver haired boy now took their place. A shorter-than-normal Yang stood by the window, his hair generally the same as before, although it made him look kinda cool. Blake was now ridiculously tall, his short hair parted at the side, the bow looking very out of place atop his head. Ren was absolutely tiny, almost a midget, and definitely gave off a moe feel, whereas Nora... was still pretty much Nora, just without boobs. Somethings, Jaune mused, never changed. The mass-gender bending had hit Cardin and his cronies, too, although she had to admit that they didn't look anywhere near as good with it as Teams RWBY and JNPR.

That only left the Shadows, and although they seemed to be affected, too, it wasn't that noticeable due to their bodies looking like... well, shadows.

"Did we all just... change genders?" Pyrrha gaped at the others in the room and at himself, not quite believing what he'd just said.

Jaune completely understood the feeling. "It... It seems so," she said.

Ruby took a look at Weiss and blinked in shock. "Whoa, Weiss!" he exclaimed, gaping. "You're a guy! Cool!"

"What? Don't be silly, I'm not a - -" Weiss abruptly froze as he took in his body. The next second, he screamed so loud Jaune's ears hurt.

Yang happened to look down at about the same time. "Whoa! I'm a dude! And I'm ripped!"

"I need a really big raise for this," muttered the teacher, her head hanging in despair as, one by one, screams of various emotions erupted from her students.