It is five in the morning when Clover wakes.

Years of daily routine sees him move about his living quarters with little conscious thought towards what needs to be done, so used to these same preparations each day that his body simply does it all on autopilot. Shower, hair, clothes, supplies. Barely fifteen minutes have passed when he finishes and leaves. From there he makes a beeline for the mess hall, because even he is in need of a warm cup of coffee to grease his gears at the start of the day. He is generally alone during this time, as the group of young Huntsman and Huntresses are not awoken by Penny for another hour, and it is at that same time that his own team rises to begin their duties.

So it is much to his surprise when he enters the room to find that he has company this morning. It is even more of a shock for him to realize that it is none other than Qrow Branwen standing by the coffee maker.

"Morning, Qrow," he calls out, striding towards the man. "You're up early."

A grunt is all he receives in reply, which is typically the extent of Qrow's morning interactions.

He stops by the table and stifles a yawn. Just as he begins to go through the process of making a cup, he looks at Qrow and freezes.

One of the first things the Ace Ops learned about Qrow was that he is most certainly not a morning person. Marrow had been the first to see him trudging through the building with a large thermos filled with coffee, chugging it as if his life depended on it. In the following days each of them got to see the same, and so they came to expect his often unkempt appearance in the early hours of the day.

Yet the man beside him is even more disheveled than normal. His hair is not slicked back like it usually is, instead looking messy and untamed. The thick dark circles under his eyes stand out against his paler skin. He is gripping the mug he holds with trembling hands, his knuckles white from the pressure, arms pressed tightly against his sides as he stands hunched over.

Something in Clover's chest twists at the sight.

"Qrow? Is everything alright?"

Apparently that is not the question to ask, for Qrow seems to wilt even more before him. The trembling intensifies. His chest rises and falls rapidly as his breaths become short and quick.

It only takes Clover a moment to piece together what is happening, though he feels that is a moment too long.

Qrow is having a panic attack.

What set it off? Clover will have to find out later. He puts his cup down so that he can rest a hand on Qrow's arm. The unexpected sensation of being touched makes Qrow's head snap upwards to lock eyes with his concerned companion.

It only worsens. Qrow quickly drops his head back down, eyes wide and wild. Confused by the reaction, Clover lets go and instead reaches for the cup. When he grabs it Qrow doesn't protest and lets him take it to place it on the table.

"You need to sit," Clover tells him, but goes unacknowledged.

He holds Qrow's arm in a gentle grip and presses his other hand against the panicked man's back. It is more of a struggle to get him to move than Clover first thought, but he is eventually able to guide Qrow over to the chair nearest the table for him to sit. Letting out a painful, shuddering breath, Qrow curls in on himself, fingers digging into the center of his shirt.

Clover takes a seat beside him, keeping his hand on Qrow's back.

Panic attacks are not a new sight for Clover. Though the rigid training undergone by its academy students and military are a point of pride for Atlas, they are not emotionless. Even the most composed of warriors can reach their breaking point. There are simply times when the stress becomes too much. He understands that very well. But it is another thing entirely to see Qrow like this, looking small and frail at his side when just yesterday the two had been happily bantering with one another while tearing through Grimm.

He struggles to think of any recent events that may have prompted this reaction. The group of young Huntresses and Huntsman under Qrow's care have been doing quite well ever since their first mission; they are quite skilled and their experiences prior to arriving in Atlas have shaped them into more than capable fighters. They rarely came back with scratches, let alone any injuries that would be a cause for concern.

Though that would not diminish any worries the man had about them. It's clear to everyone just how greatly Qrow cares for the group. Perhaps it is the reason behind this panic attack after all?

During his musing Qrow had begun to relax, but it still takes quite some time before he finally lets go of his rumpled shirt. Qrow runs an unsteady hand through his hair and takes in a deep breath. There is still a lingering fear in his downcast eyes when he turns to Clover, but he is no longer shaking and gasping.

"Would you like a cup?" Clover asks as he stands.

"Water," Qrow says in a wavering voice.

Clover is more than happy to fulfill the request, returning swiftly to hold it out. Qrow takes the offered cup and holds it firmly in his hand.

"Do you need anything else?"

Qrow shakes his head with a quiet, "No."

"Alright." Clover pauses for a moment, then adds, "I won't ask."

"Thank you."

He glances up at the clock. It's getting close to six. "The others will be here soon."

Qrow only nods. Clover assumes that means he's okay.

Six comes. It is ten after when Ruby enters alongside Penny, energy buzzing around the duo as always. When her gaze lands on Qrow her eyes light up, and she bounces over with a grin on her face.

"Morning, Uncle Qrow! Morning, Clover!" She greets them with all of her usual cheerfulness. She is about to say something else when she finally takes in her uncle's appearance, her eyebrows knitting together. "Are you okay?"

Clover catches the way Qrow digs his teeth into his lip. Despite that, Qrow forces himself to smile when he looks up at her.

"Just had a bit of trouble sleeping," he answers.

"Oh." Ruby frowns. Her voice is much softer when she asks, "Was I being too loud?"

"Nah. You're fine, kiddo. Go get yourself some breakfast."

She smiles and wraps her arms around his shoulders for a quick hug. He keeps his expression neutral, but Clover can see a hint of pain in those red eyes. Just as she lets go the rest of the group trickle into the room while mumbling their own morning greetings. Ruby hurries back over to Penny, already moving her hands about while she talks. How the two manage to maintain such a level of liveliness every day is beyond him. From the corner of his eye he notices Qrow turn towards them. The way Qrow watches them all shuffle around diligently, ever protective over them, warms Clover's heart. He is more at ease with them around, even if it only by a bit. For that Clover is grateful.

It does make him doubt his initial guess as to what started the panic attack.

"I'm going to grab a bite to eat." Clover stretches his arms over his head. "Want anything?"

He can tell that Qrow wants to forego eating. Instead the man simply shrugs. "I'll leave it up to you."

"No pressure there," Clover says with a smirk.

Qrow chuckles, but it sounds hollow.

In truth, it makes Clover uneasy. He isn't sure what could be wrong to make Qrow act like this. Something had clearly happened for him to be so distant, but is it because of a recent development? Or is it from before they arrived in Atlas? Clover shakes his head as he goes over the day's breakfast options. He told Qrow he wouldn't ask, so he won't. He'll wait instead. Hopefully in time Qrow will open up about his woes to alleviate the weight on his shoulders. For now the best Clover can do is be there to offer a hand when needed.

"Here," he says as he returns, holding out a plate of eggs to Qrow. "Something easy on the stomach."

Qrow takes the plate and looks down at it, his mouth pressing into a thin line. Eventually he sighs and digs his fork into it with a barely audible thanks. Deciding to give the man some space, Clover steps away to instead approach Marrow. The moment he joins his teammate, however, he sees Team RWBY gather beside Qrow. He watches in mild amusement as they rearrange the nearby chairs to sit around the man in a semicircle. They begin to idly chat about yesterday's mission, with Ruby enthusiastically waving her arms around to emphasize her words. He doesn't hear what she's talking about though, his attention solely on the way a small smile tugs at Qrow's lips while listening to them.

What Ruby says next, however, makes Clover focus on the conversation.

"I'm really proud of you, Uncle Qrow."

Qrow stills for only a beat before he hastily shoves a fork full of eggs into his mouth.

Yang nods, beaming. "You've been doing a great job."

"You're even starting to look healthier," Weiss adds.

Blake reaches out to touch his arm. "We know this hasn't been easy for you, but keep at it, okay? You're making progress."

Qrow lets out a soft but genuine laugh. "You guys trying to butter me up or something?"

Weiss snorts. "Oh, please. Ruby could do that without any help from us."

The statement earns a grumbled response from Qrow that makes the four girls snicker.

The buzz of his scroll interrupts Clover. He glances at the time and sighs. "Alright, everyone! Meeting time!"

As the young friends rush to straighten everything out, with Ruby taking her uncle's plate for him, Clover keeps his eyes on Qrow. The moment having passed, the joy fades from Qrow's face, replaced with a heavy weariness. It isn't until everyone else has shuffled out of the room that Qrow gets to his feet, looking older and more haggard than just a few minutes ago.

Clover is curious, but he won't question the man. He carefully places his hand on Qrow's shoulder and gives it a squeeze.

"If you ever need to talk, I'm all ears."

"...Yeah," Qrow mumbles.

Neither say anything else as they head down the hallway.