A/N- Exactly one forever later, I return.

Not my fault, video games happened. Let just get right into it.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXX

It was probably a bad sign that the lower Ilia went in Mistral, the more comfortable she felt.

That was most likely just the Mantle in her talking though. There was something about seeing the cluttered streets, everyone and everything crammed in together, it all reminded her of the simpler life she'd left in the rear view mirror a long time ago.

The metal of the elevator the spotted girl descended in creaked and groaned as it went down further and further, its mechanisms no doubt in desperate need of repair. Ilia stood at the front of the transport, staring out the small view-port, overlooking the dreary looking settlement below.

It was a long way from the brightly lit homes and businesses of the residential district, where Carmella and Ilia had spent most of their time in Mistral, and even farther from the "high-class" neighborhood further up the mountain. There were countless shacks and other hobbled together excuses for housing all over the slums of Mistral. The largest structure she could see was only a few stories tall. A few specks of light from neon signs also cut through the dreary colored neighborhood, most likely advertising a few... less that reputable businesses.

Mount Ume, the mountain on which Haven Academy was built, cast an almost ominous shadow over this part of Anima's capital city, trapping the slums in a kind of perpetual feeling of dusk. It was like Mistral was trying to hide this part of itself from the outside world by burying it in shade, trying to ensure the sun only shined on the sections it wanted everyone to see.

The apples rotten core... Ilia reminded herself with a quiet scoff.

However, at the same time the chameleon girl couldn't help but respect the honesty of these kinds of places. You get what you see with neighborhoods like this, like Mantle, or even Menagerie in some spots, and nobody here was in any type of hurry to try and cover up the truth of what this place was. Better to be here than in the upper levels of the city, in Ilia's mind at least.

The elevator doors opened with a resistant screech and the pony-tailed girl stepped off, along with the few other occupants traveling down to this district. As soon as Ilia set foot in the slums proper, she felt the familiar feeling of eyes on her. It wasn't because she was a faunus -as if anyone could actually tell by looking at her- and honestly, that probably mattered less here than in most places in Mistral. It was more the fact that she was a teenager traveling alone that garnered the spotted girl attention.

Every gaze that Ilia received was an assessment. People were trying to size her up, decide if she was a threat to what little they had, or an opportunity for them to acquire a little more, make her belongings theirs. It was a dangerous place for a young girl to be traveling all on their own, though perhaps not as dangerous as the levels below this one. That place, where the sunlight never reached, that was where Mistral got really ugly. Even Ilia knew better than to chance a trip down that far.

The young faunus could have used her semblance to hide herself rather easily if she wanted to, especially as the streets grew more and more crowded the further she traveled into this sector, and the impulse to disappear into said crowds was always present in Ilia's mind, but she didn't. In a way, the chameleon girl actually wanted to be seen, because she knew that every single one of those eyes on her would eventually drift down to the whip-blade strapped to her hip, and then those looks would focus elsewhere. Only two types of people would be carrying weapons as advanced as hers; Huntsmen on patrol -which was unlikely in slums like this, but also not impossible- or someone who was here on "business". Either way, to most people with sticky fingers and looser morals, it wasn't worth the trouble to try anything with someone brandishing Ilia's level of firepower. And if anyone on those streets was desperate enough to decide the minimal amount of lien the young faunus was most likely carrying was worth the trouble, she'd be more than happy to convince them otherwise.

That was the secret to surviving in cities like this; don't necessarily go looking for trouble, but anticipate it around every corner, and above all else; look like you belonged there. So that's what Ilia did, she stepped confidently, purposefully, like she'd taken this route a thousand times before, like she was the kind of person with somewhere to be down here, and someone with no tolerance for any inconvenience, no matter how small.

It was a convincing act, certainly having been raised in a city similar to this didn't hurt its believability. Really the only detriment to Ilia's guise was the old, scrappy looking, green notebook the young faunus still had tucked under her arm.

This trip to the lower levels wasn't just for fun, Ilia had actually come here for business. She pulled out her scroll to quickly and discreetly check to make sure she was headed the right way, turning at the next corner and heading down the dirt covered street. This part of Mistral was marginally more crowded than the upper levels were, and Ilia was sure to keep a small part of her focus on the bag of lien hidden away in her pocket. The very real threat of her getting pick-pocketed ever present in her head, and this money meant too much to Ilia to let someone steal it, it was her inheritance, after all.

The chameleon girls family never had much money, and the little her parents seemed to earn while working double shifts in the SDC's mines went straight towards keeping a roof over their heads and food on their table. However, whatever pocket change was left over after taking care of the essentials, Ilia's parents invested into their daughters future in the form of a savings account. The two faunus had contributed to that account every week after recieving their paychecks, starting the process before the chameleon girl was even born, and no matter how desperate their financial situation got, they never once took from it. It was usually just spare change, but after years and years of saving, it began to add up.

A great deal of that money had gone towards getting their child accepted into Laurel Preparatory School, which was a great first step to securing her a decent chance at a better life, but both parents knew it would only carry Ilia so far. The pair of faunus figured that after their daughter graduated from the prestigious Atlasian school, she'd need money to help continue her education and build off the strong foundation she'd built. So her parents kept saving, scraping together whatever they could for the day Ilia needed it. Or at least, that had been the plan, before the cave-in that claimed both their lives.

Things with money were always complicated, and it wasn't until years later that said lien finally found its way to Ilia. Honestly, with the way banks were, along with the circumstances of her parents untimely deaths, the chameleon girl was lucky to have seen even a cent of her inheritance, not that Ilia had been thrilled when she'd actually received it. Just as the mental wounds she'd gotten from her final days in Atlas were beginning to heal in Menagerie, Ghira suddenly handed her more money than the young faunus had ever seen in her entire life, telling her it was a gift from her late mother and father. All that huge amount lien did was reopen the floodgates of pain and trauma from her loss.

So the bag of lien cards sat with Ilia for years as she traveled and grew, the chameleon girl not sure what to even do with it. Just throwing the money away felt like an insult to her parents memory, but somehow spending any of it felt even more so. It was a moral dilemma the already guilt stricken faunus definitely could have done without. She honestly would have preferred her parents had left her nothing at all, instead of this constant reminder of their passing, as well as their sacrifices. But now, finally, after years of collecting dust among her belongings, Ilia knew what she wanted to spend her parents money on.

It had been intended to be an investment in Ilia's future, and while the pony-tailed girl didn't see much point in that endeavor anymore, she could at least pass the sentiment along, invest the lien in someone else instead. It was the kind of generosity Ilia felt like her parents would appreciate, on the off chance they were still watching over their daughter, especially in the face of all the mistakes she'd made in the past few years.

After a few more corners -and a few more stares from passerby's- the young faunus finally found herself at her destination. It was a shabby looking brick building with a fading neon sign that read; "Temper's Steel", that flickered weakly as Ilia approached the wide open double doors. Honestly the pony-tailed teen probably could have found this place without the directions from her scroll, the thick plumes of black smoke from the chimneys on the roof would have probably been a dead giveaway. That, and the old looking wooden cart parked outside, most likely used to transport its owners goods to market.

The chameleon girl soon found out why the entrance was propped open like it was, as a wave of heat washed over her as soon as she crossed the threshold into the establishment, the smell of burning metal invading Ilia's nostrils, along with a hint of sweat. The shop wasn't large or lavish by any stretch of the imagination. Much like the rest of this sector of Mistral, the people who owned this place were sure to use every inch of space they had. There were a couple of cluttered racks taking up space by the entrance- so much so that Ilia had to practically squeeze past them- overflowing with rows of hand made swords, spears, and even a few shields that were haphazardly stacked on them. Aside from those there were barrels full of what looked like arrows, bolts, and a few smaller looking throwing spears. Behind the "counter"- really just a long table turned sideways, most likely set up to keep customers from wandering into the work area- was a giant stone furnace practically belching out fire, in front of which stood a figure, their back to Ilia.

The blacksmith's silhouette was tall and a little round around the middle, but unmistakably intimidating when framed by the red hot flames they were currently rooting around in with a pair of tongs. There was a mess of tangled hair wrapped into a ponytail, it's color a fading blonde, sticking out from the back of the business owners head. The rest of her features were hidden behind the big metal mask the woman- at least Ilia assumed it was- was wearing to protect her face from the intense heat.

After a moment, the blacksmith seemed to sense Ilia's presence behind her and peered back over her shoulder, seeming to finally notice she had a customer. The woman lifted her mask up onto the top of her head, revealing the slightly menacing visage underneath. Large smudges of black soot covered her cheeks, and the piercing gaze from the woman's one blue eye sent a chill down the chameleon faunus' spine, though not as much as the thick looking, leather eye-patch over her other eye, whose straps stretched across and around the blacksmiths head, getting lost in the tangle of hair in the back.

The woman gave Ilia a scrutinizing look, with a flicker of agitation in her eye, before setting her tongs to the side and walking over to the makeshift counter. As she got closer, the young faunus became aware of just how large and muscular this blacksmith was. In response, Ilia did her best to stand up straight and raise her chin, maintaining eye contact as the business owner approached. She couldn't afford to show any weakness in a situation like this, not unless the pony-tailed girl wanted to her swindled out of her money.

The large woman rested one palm on the table, the other perched on her hip as she continued to give Ilia an appraising look. "Whatcha need?" she asked in a voice about as deep and gruff as the spotted faunus had expected.

After taking a moment to clear her throat, Ilia answered, trying to sound confident, but also polite. "Well, Miss..."

"Temper, like the sign outside says," the blacksmith responded, a sharp impatience to her tone now that did not escape Ilia's notice.

Doing her best to ignore the condescending tone and lousy attitude of the human before her, the chameleon girl went on, "Right, Temper. Well I was hoping to commission some work from you."

The lizard faunus reached to grab the worn notebook out from under her arm, and flipped it open to the dog eared page she'd selected earlier. She presented the page to the blacksmith who took the notebook in her dirty gloved hands and examined the schematics Ilia had drawn up.

After staring at the pages for a few minutes, Temper scrunched up her nose at them. "What the hell is this supposed to be?" she asked, "Looks like some fancy shmancy Huntsmen crap." Then the blacksmith tossed the old notebook across the table back towards Ilia, the poor old piece of stationary flopping face down on the dirty, soot covered wood.

An instinctive jolt of anger went through Ilia at Temper's treatment of her property. She didn't care how big or intimidating this woman thought she was, the young faunus wasn't about to let some human-

Ilia inhaled deeply through her nose, and released out her mouth. Her temper was what had gotten her in this situation in the first place. Do it for Carmella, Do it for Carmella, that was the mantra going through the spotted girls head, slowly bringing her anger back under control.

This wasn't a big deal. This lady was just playing hardball, which Ilia probably should have expected going into this. All she was to this person was some kid who'd wandered in of the street and interrupted her work. The chameleon girl had to prove she was serious about this.

"I have money, if that's the problem," Ilia said, her tone slightly indignant in the face of the blacksmith's lack of decent customer service. To make her point, the young faunus pulled her bag of lien out from her pocket and tossed it unceremoniously onto the table separating the two. The plastic off the cards rattling around in the drawstring sack.

Temper regarded the money with a hint of interest before signing loudly. "Ain't about lien, kid," she said grumpily.

Ilia's left eye twitched a little at being called "kid", but to be fair, she'd been called worse in her life, so she elected to let it slide. Still though, this woman was grinding on the spotted faunus' last nerve at this point.

"Look around you," Temper went on, "I make swords, clubs, hammers, spears, anything you need to smash, stab, or kill anything that you think deserves it," the eye-patch wearing women gestured to the racks of weapons on display as she spoke. "Hell, I'll even throw together a piece of armor or two if someone's in the market, but if you're looking for anything more complicated than that, you're in the wrong place. You'd wanna see a specialist for that crap."

The large woman leaned down onto her elbow and forearm on the table to get a little closer to Ilia as she spoke. "You might've wanted to check that before you came sauntering in here like you did. Now if your done eating up my time, I got work to do." With that, Temper turned and began walking back to her furnace, pulling the metal mask down off her head and back over her face.

Ilia shot a heated glare at the back of the rude shopkeepers head, her hands balled into tight fists. She was mad, but honestly, she couldn't even fault the one eyed woman for this misunderstanding. The chameleon girl hadn't exactly taken a lot of time to research this place, it was just the first one that came up when she searched for blacksmiths in this section of the city.

The place had seemed fairly reputable, which had been Ilia's main concern, or at least it was reputable enough to be featured on the Mistral travel blog. The odds of the kingdoms official guide advertising a business that ripped off is customers seemed unlikely. Also Ilia had made sure to specifically search for a blacksmith in the lower levels, as she was less likely to accidentally run into a wandering Carmella down here, as opposed to the middle class sector, where the other faunus was staying. "Temper's Steel" had met all her criteria, so when Ilia had seen it, she'd jumped at the chance to give it a try, not even considering the possibility that it might not have what she needed. How was Ilia supposed to know that though?

"Whatever," Ilia muttered dejectedly under her breath as she gathered up her belongings off the dirty counter and turned to leave.

This might put a damper on her plan, but it wasn't going to stop them, not even close. It was just a matter of tracking down another blacksmith in the area. However, Ilia also knew time was off the essence, and the sad face Carmella had made as she walked away was still living rent free in her head, causing the young faunus no shortage of pain the longer she dwelled on it. Spending the rest of her day traveling from shop to shop until she found one that suited her needs didn't exactly thrill the the young faunus, but she'd do it for Carm, anything to make things right.

Before Ilia could reach the exit though, there was a loud, exasperated sigh from behind her. "Kid, wait."

Turning back over her shoulder, the young faunus saw the older woman had stopped halfway to the forge, and now had a cigarette perched between her thin, cracked lips, which she was in the process of lighting when she'd grabbed Ilia's attention.

The rotund blacksmith gave another agitated sigh after she took a long drag of the cigarette. "Look, I'm sorry I couldn't help you out, and... for the attitude I guess," Temper added begrudgingly. "Usually my husbands the one that deals with customers, but he's stuck at home today taking care of our youngest who's down with a cold. Guess that's got me... a little more prickly than usual."

The sudden apology certainly caught Ilia off guard. Granted, it wasn't a great apology, but still even the effort being made by the previously rude woman was surprising.

"Fact is," Temper went on, "that design you got there," she pointed at the notebook in Ilia's hands, "it's way beyond my skill level," she admitted, with a hint of aggravation and shame. "I wish I could help, I really do, but I'd just be wasting your time and mine, not to mention your money too."

The blacksmith took another puff from her cigarette, the acrid smell mixing with the aroma of the forge in a cocktail of scents that made the chameleon girls nose wrinkle in disgust.

"But... might be I know a guy that could hook you up," the large woman said with a smirk.

This got Ilia's attention and she returned to the counter, doing her best to suffer through the smoke and the smell.

"Now normally, I don't do this," Temper said as she flicked some ash from her cigarette into a coffee cup on the counter, "but he's a good guy, and he's sent a few of his customers my way in the past, so I figure I could at least return the favor."

Now that definitely got Ilia's attention. This lady knew a lot a specialist? Maybe this trip hadn't been as futile as she thought. All the chameleon girl could do was hope that whoever Temper was talking about was close, in the kingdom at the very least.

"Your in luck actually," the blacksmith continued, "he just got back into the city a day or so ago. Poor guys been stranded out in some village in the sticks for Brothers know how long. Something about a big bad Geist cutting off the trading route, making the roads too dangerous to travel, especially with all the gear and equipment he's usually lugging around. I only heard from him once he got back into Mistral and was in range of the CCT. Guess the Grimm problems have lightened up a little. for the moment anyway."

Ilia did her best to not appear impatient listening to this "enthralling" story, but was eagerly waiting for this woman to get to the part when she'd tell the young faunus where she could find this mysterious other blacksmith.

"Hang on," Temper said as she reached into one of the pockets under the heavy apron she was wearing, "I'm pretty sure I've got his address here." The one eyed woman pulled out her scroll, and after a few taps the small blue light in the top left corner of the back of her device lit up, signaling it was ready for a data transfer. Then she held her scroll up, waiting for Ilia.

The chameleon girl quickly pulled out her own scroll, agreeing to the prompt on her screen asking for permission to accept the transfer before holding it up to Temper's. The two devices beeped in unison and then wonders of technology took place as the address was sent from the blacksmith scroll to Ilia's.

The transfer complete, both the human and the faunus pocketed their devices. Ilia was still a little shocked things had gone this well. The last thing she'd expected from Mistral's lower levels was for things to be easy, let alone anyone down here providing any kind of cooperation.

Of course, this level of convenience only made the distrusting young faunus suspicious. She'd always been slow to trust, especially with humans. However, the more Ilia thought about it, the more she realized there wasn't much of a reason for this person to be lying to her. Well, that wasn't technically true, as the jaded faunus' pessimistic mind was all too quick to remind her. There was always spite, and sometimes that was all people needed. Humans had done much worse for less... but then again, so had a lot of faunus she knew.

Gods, sometimes it was exhausting being so distrustful all the time. Analyzing every situation for any hint of betrayal. Honestly, Ilia was tired of it. Was it really so hard for her to believe that this person was just trying to be nice?

"...Thanks," the chameleon girl finally said, managing a small, gracious smile.

At this point, Ilia had finally just given up, accepting the kind gesture Temper had provided -while at the same time mentally preparing herself and believing that she could handle any kind of trap or deception this might be. Years of paranoia didn't go away that quickly, but she could at least give this a try.

The large woman smiled back, the cigarette between her lips curving up with the side of her lip, "No problem, kid, best of luck to ya."

With that, the blacksmith put out the remainder of her cigarette, pressing it onto the table, leaving a black, ashy mark next to about a dozen others. Then she tossed the crumpled up remains into the coffee cup, before pulling her metal mask back over her face and turning back towards her work.

Without another word, Ilia left the shop, feeling her body relax as she stepped out of the furnace and into the cooler air in the shade of Mount Ume. All in all, her plan for the day could be going worse. Granted, she'd really hoped to get this done in one stop, but she had direction now and with a little luck, this other blacksmith would be able to help her out.

With that little spark of optimism, Ilia took back out her scroll and looked up the address Temper had just given her. The blonde woman had mentioned the other blacksmith was also in Mistral. The young faunus wondered where-

Ilia stopped, her expression dropping.

This address, it was in...

No. No way. She was NOT going there. There was a lot she'd do for Carm, but-

Then the image of Carmella's sad face entered Ilia's mind again. Her drooping rabbit ears, the hurt look in her golden colored eyes as she turned and walked away, the way she'd just looked so defeated by what Ilia had said...

Back inside Temper's Steel, the shops owner had already resumed her work and was about to bring her hammer down on the red hot piece of metal in front of her when she suddenly heard a loud, "UUUUUUGGHH," come from outside her store.

The aggravated growl made Temper stop mid swing, she lifted her mask and stared in the direction of the noise for a moment. Then she just shrugged, re-covered her face, and went back to work.


About ten minutes later, Ilia was back in the lift, this time going up. She stared straight ahead, her arms crossed over her chest, and a grumpy expression on her face, not even bothering to look out the view-port this time.

The elevator stopped, the doors cracked open revealing several people about to step on. However, one look at the chameleon girl glaring at the wall in front of them had all of passengers slowly backing out, content to wait for the next lift to come by. So Ilia continued her trip upwards alone, her mood growing more and more sour with each inch she traveled towards the peak of the mountain the city of Mistral had built itself into.

Finally, the elevator reached Ilia's stop. It wasn't quite the peak, where Haven Academy was, but it might as well have been to her. The doors creaked open and the chameleon girl tried to take a deep, calming breath as she stepped off, but it did little to settle the unease in her stomach.

The sun shined unabated over the city sprawling before the young faunus. Everywhere she looked was perfectly trimmed lawns, beautiful Mistralian architecture, and not a single speck of garbage on the streets. Finely crafted, ornate looking, metal lanterns lined the cleanly paved roads, a far cry from the dirt covered streets found in the lower sector. This was where the elite and powerful of this kingdom made their homes, far away from the slums below.

It made Ilia want to vomit just looking at it.

This entire neighborhood might as well have been built on the backs of the people living below. The literal blood, sweat, and tears of those not fortunate enough to have been born with the prerequisite blue blood or silver spoon in their mouths necessary to qualify themselves for a decent living. Their sacrifices ensured these people got to live comfortably and luxuriously.

Ilia's disgust at these kinds of wealthy, air-headed, miserable excuses for human beings was palpable. Old familiar feelings she thought she'd repressed began surfacing in her mind. Desires to take from those who have too much, and give it to those who need.

Then again, as much as she hated all of this now, there had once been a time when the young faunus girl had actually wanted to be a part of this world. Traveling from the dismal and dark Mantle every morning, up to her school in the brilliant city in the clouds. Ilia could still remember the feeling of staring out the airship window as it passed over the edge of Atlas' floating foundation, revealing the breathtaking cities skyline. That view had never once gotten any less magical, no matter how many trips she'd made. Who could blame her for dreaming of a life better than her one in Mantle?

But it had all been fake. Cheap, plastic, and oh so easily broken. And that was exactly how Ilia saw this place as she began walking the streets among these people. It might as well have just been another Atlas, but with less of a view. The wealthy families here would always stand tall over people they considered "lesser". Families like the Schnee's, with too much power and nowhere near the morals needed to use them for anything but their own self interest.

All around the young faunus, humans practically strutted down the streets, not a care in the world. They all wore fancy, high end Mistralian fashion, lavish robes and coats, leaving chameleon girl no doubt sticking out like a sore thumb. Which was probably Ilia's fault honestly. She was still dressed in the outfit she'd usually worn working for the White Fang. The dark colored, sleeveless bodysuit offered a huge amount of freedom of movement and was great for stealth, especially at night, but during the day... walking down the street... well... it kinda made Ilia look like-

No, there was no "kinda" about it. She looked like a criminal. Or at the very least, someone about to do something to become a criminal. The chameleon girl self consciously rubbed her upper arm with her hand. She wished she'd thrown a t-shirt on or something, but the young faunus never would have expected she'd have had a reason to come to this part of Mistral.

She could already feel the eyes on her again. The looks were different here as opposed to the lower sectors though. There was no speculation from the people who gazed her way, they saw the way Ilia was dressed and carried herself and immediately judged her with one word;

Threat.

She was a clear trespasser in their perfect little world. Every side eye she recieved gave a clear message;

You do not belong here.

Carrying a weapon obviously didn't help, but Ilia didn't have anywhere else to put Lightning Lash other than the clip on her hip. Her outfit -while again: very practical- suffered from a severe lack of pocket space, the tight fabric it was made out of didn't exactly allow for much storage. Even her tattered green notebook was only barely being contained in her back pocket right now, it was folded up and haphazardly sticking out three quarters of the way. No way she'd ever be able to cram her whip-blade into one.

The spotted faunus did her best to block out the judgmental looks and sped up her gait, not wanting to spend any more time here than was absolutely necessary. She considered activating her semblance, vanishing into the crowd of people around her, but the paranoid part of her brain didn't want to risk overusing it in a situation like this. This was enemy territory on her eyes, and with the Mistral Police Department having a much stronger presence here in this part of the kingdom, Ilia wanted to make sure she had plenty of aura left to disappear and make a run for it if she had to.

After a bit more walking, the uncomfortable faunus finally arrived at the marketplace of Mistral's upper sector. It was obviously much more lavish compared to the one in the middle class levels, where Ilia and Carmella usually met up in the morning for their training. There were no old, run down carts set up for vendors, instead entire storefronts were open for customers. Many had folding glass doors on their shops, and simply had to open them up in the morning, maybe wheel out a few tables to display their wares on.

The atmosphere was entirely different as well. These shops weren't meant for the riff-raff, or the tourists. These were "high class" goods for the "high class" citizens who called this part of the kingdom home. The kind of stores where they didn't display the price tags, because if you had to ask how much something cost here, then you obviously couldn't afford it.

Their were shops selling the latest in Mistralian fashion, art, jewelry, as well as a few imported goods salesman, featuring produce and other exotic wares one couldn't normally obtain in this kingdom. All with gaudily decorated signs and long, colorful banners running down the front of their buildings. Crowds of people huddled in front of each storefronts, browsing their contents, and even more citizens were traveling down the busy market street. All eager to blow their lien on more frivolous things they probably didn't even need.

Ilia had to stop, close her eyes, and take another deep breath to calm herself down. This kingdom was really winding her up. The last thing she needed right now was to lose her cool and accidentally change colors in front of these people. She hadn't seen a single faunus since she got up here, and somehow Ilia didn't believe one would be well received among such "esteemed" company.

The chameleon girl pulled her scroll out again to check the address of the blacksmith she'd come to see. According to the data she'd gotten from Temper, his shop was a little past the marketplace, but on the same road. A pretty good spot, in Ilia's opinion anyway. This guy must be good if he was able to secure a location on one of the busiest streets in Mistral.

Domascus Baladi, Domascus Baladi, Ilia repeated the name again and again in her head as she scanned the marketplace for any signs or hints as to where this blacksmith's place of business was, searching for a shop called; The Horned Anvil.

Thankfully, the roads seemed to get less crowded as Ilia walked further down, allowing the chameleon girl a bit of breathing room. As the sea of humanity around her cleared, it revealed some more smaller shops, and even a few carts of goods like in the lower sectors. Ilia had to assume this was what was considered the more "pedestrian" part of the market. Although, the goods seemed just as gaudy as the others, at least in the young faunus' very biased opinion. She passed a vendor selling what appeared to be hand crafted vases and pots of all different shapes and sizes, and had to stop and wonder why anyone would waste their money on such a decoration.

Ilia would never understand this rung of society, and felt incredibly fortunate that she'd never have to. All she needed to do was get this task done for Carmella, then she could go back to silently hating these people from a distance, like an adult. The spotted girl had no desire to interact with anyone here more than necessary, but it wasn't like she knew anyone up here anyway, so why even worry about having to-

"Oh! Oh! OH! Look at this one! So shiny!"

A familiar voice rang out behind Ilia that made her go still. Why was she even surprised with how bad her luck was at this point?

"Ruby, the sign says no touching!"

The second voice was just as familiar, but this one brought a sour feeling to the young faunus' stomach.

Against every instinct in her body screaming at her to just keep walking, Ilia slowly turned her head towards the source of the voices.

Sure enough, The universes hatred for her was confirmed.

Just down the street, standing at one of the small vendors stalls was a familiar looking red hooded, dark haired girl, currently pressing her fingers together awkwardly under the glare of the shops owner as well as the disapproving tone of the girl standing next to her. The snow white hair of the other teen was a dead giveaway as to who it was, even before Ilia was able to take in the immaculate blue dress the heiress was wearing.

Ruby Rose and (to Ilia's greater aggravation) Weiss Schnee, Blake's teammates from Beacon. Why did they have to be here? Of all places, of all the times, why now?

It wouldn't have been so bad if it had just been Ruby. Hell, Ilia might have even been compelled to say "hi" if the short haired teen had been alone. That wasn't the case however, as the heiress to the SDC was standing not twenty feet from the chameleon faunus right now, one hand on her hip, the other pointing at her misbehaving partner as she reprimanded her.

To say there was still a lot of bad blood between the Schnee and Ilia didn't even begin to describe it. The chameleon faunus had apologized for the whole "nearly drawing a weapon on Weiss about thirty seconds after meeting her" thing, but mostly out of obligation to Blake. Pretty much everyone present for it could tell that Ilia's apology had been forced -as well as bordering on insincere. However, the heiress and the faunus seemed to come to a mutual, silent understanding at that moment to just avoid each other for as long as they were forced to share a kingdom together. An understanding that fate seemed determined to throw out the window.

Not if I can help it, Ilia thought to herself.

It just wasn't worth the trouble. The spotted faunus had stuff to do today that she wanted to get done as soon as possible. She didn't have time to get into it with this girl right now. So with a quiet breath, Ilia activated her semblance, and she all but disappeared from the senses of everyone around her. The chameleon girl smiled in satisfaction at having dodged yet another awkward social situation with her special gift, and turned to walk away, on towards her destination.

Unfortunately, the sudden appearance of the other two girls had caused enough of a distraction for the spotted faunus to forget what she was standing next to; the vase merchant she'd been observing earlier.

Ilia's hip collided with a small table set up by the merchant, upon which sat an expensive looking pot. A near silent gasp escaped the young faunus as her hands instinctively shot out to grab the sides of the ceramic piece as it began to wobble from the impact. The rouge pot slipped out of Ilia's grip, teetering dangerously on the edge of the table for a moment before slipping off. With one last ditch effort, the pony tailed girl lunged at the elaborately decorated pottery, her fingers only barely managing to grip the sides, stopping the pot mid fall.

After taking a second to establish a firmer grip, Ilia let out a sigh of relief.

"No touching!"

The sudden and angry voice of the man working the stand almost made Ilia drop the pot all over again. The moment she'd stumbled into the table supporting the pot, the resulting noise had rendered her semblance useless, alerting the people nearby to her presence.

"You try to rob me!? Sneaking thief!" the owner of the stand continued to shout at Ilia in a heavy foreign accent as he yanked the pot she'd just saved from her hands.

"I wasn't-"

"No stealing! No touching!" the man's tirade was relentless, cutting off Ilia's explanation and attracting the attention of everyone in the vicinity.

Everyone, including...

"Hey, is that Ilia?"

The chameleon faunus shot the shopkeeper a baneful glare, which he either ignored or didn't hear, muttering under his breath as he meticulously returned his pottery to its rightful place.

"Hey Ilia! Ilia!" Ruby's voice rang out again, and the frustrated faunus could hear the sound of the girls footsteps approaching from behind her.

Well, this was her life now apparently. Better just accept it.

After one last, quiet groan, the chameleon girl slowly turned to face the bubbly, cheerful smile awaiting her, Ruby's silver colored eyes lighting up as she bounced happily in place at finally being acknowledged by Ilia.

"... Hello, Ruby..." the pony tailed faunus said, trying and failing to sound enthusiastic. Her face contorted into a horrible excuse for a smile.

Undaunted by Ilia's clear discomfort (or maybe she was just blissfully oblivious), Ruby continued, "What brings you to this part of Mistral? Doing some shopping too?"

"...Something like that," the faunus replied.

"Cool, cool, us too. We've been stuck in the house all week since Haven, so we've been going a little... stir crazy, I guess," the red hooded girl let out an embarrassed sounding giggle, reminding Ilia a little bit of another bubbly little ray of sunshine in her life, minus the rabbit ears.

"Me especially," Ruby went on, "and Weiss said that if she caught me pacing around the room again she'd nail my cape to the wall to stop me. Right, Weiss?... Weiss?"

The darker haired teen turned around to address her partner, expecting to find her still standing at her side. However, Weiss was actually still standing a good distance behind Ruby, her arms crossed with an annoyed expression on her face, directed squarely at Ilia.

The chameleon faunus reciprocated the look, staring down the heiress. The white haired human seemed undaunted by this, her cold blue eyes drifting down to where Lightning Lash still rest, holstered at Ilia's hip.

The spotted girl did her best to resist an eye roll. What did this girl expect? That Ilia was some kind of violent animal who was going to just attack her in broad daylight? In front of everyone?

Oh wait...

With a sting of embarrassment, the young faunus remembered she'd almost done that once already.

Well... still, the two of them had reached an agreement, and Ilia had no intention of breaking it... until the heiress gave her a reason to.

Please, please let her give me a reason to, Ilia thought darkly.

The stare down lasted a bit longer, Ruby standing between the two, her head shooting back and forth between the human and faunus.

"Come on you guys," the leader of team RWBY said with a nervous smile, "I thought we were passed all this... right?"

Not by a long shot, Ilia thought to herself, her glare intensifying. Usually this was the part where she changed colors, mainly a little red for intimidation, but the young faunus was quick to remind herself exactly which neighborhood she was standing in.

But then, much to the chameleon girls surprise, after a huff of exhaustion, the white haired human uncrossed her arms and finally closed the remaining distance between Ilia and herself. What the faunus hadn't seen however, was the pleading, puppy dog eyed look Ruby had been giving her partner. Which Weiss had been powerless to resist.

Regardless, once she'd finally gotten closer, the heiress merely clasped her hands loosely in front of her, looking as dainty and polite as possible given the obvious animosity she felt radiating off the girl in front of her. "Good morning, Ilia," Weiss finally said, looking only slightly perturbed.

The borderline friendly gesture had caught the faunus completely off guard. She'd expected hostility, but here this girl was... actually seemingly trying to get along with Ilia. However, the spotted girl wouldn't be fooled so easily. This human still represented everything she hated about this place, Atlas, and even society in general really. But if she wanted to be civil, then Ilia could be civil... and she chose to civilly walk away from this conversation.

"Yeah... morning," the lizard girl mumbled, without making eye contact, before beginning to turn away. "Anyway, I should get going."

"O-oh?" Ruby said, "M-maybe we could all hang out together? You know, just the three of us, just a few girls, doing... uh... girl things... like... um..." The red hooded girl rushed up to her partners side, "Weiss, quickly, think of some girl things to do!" she whispered harshly into her friends ear.

"Why are you asking me?" Ilia heard the heiress whisper back, "You're a girl too, aren't you?"

The reptilian faunus rolled her eyes as she started to walk away, the conversation continuing behind her as she did. She didn't have time for this, every second spent in this part of the city was torturous enough on its own, without the added stress of having to spend it in the company of a Schnee. Best to get her business here over and done with.

However, Ilia only got about ten steps away before she heard Ruby's voice call out again.

"Hey, Ilia? I think you dropped this."

The faunus stopped, and quickly began patting down her pockets to see if she was missing anything. She didn't have much on her in the first place.

Scroll? Check.

Money? Check.

Lightning Lash? Definitely check.

That only left... oh no.

Ilia spun so fast she could see the tip of her pony tail as she turned. When she did, sure enough, she saw the red hooded human holding a tattered notebook with the young faunus' name on the cover. Not just holding actually, Ruby was currently casually flipping through the pages. It must have slipped out of the faunus' pocket when she'd accidentally bumped into the table with the vase on it.

Dread surged through Ilia as the girl held the old piece of stationary out in front of her, turning it sideways as her oddly colored eyes frantically scanned the pages excitably.

"Woah! Are these weapon designs?" Ruby looked up at the notebooks owner in awe. "Did you make these, Ilia?"

Weiss also made her way over to where Ruby now stood, looking over her partners shoulder and raising an eyebrow at the rough schematics filling the pages.

Eventually, Ilia's paralysis wore off, and without a word, but with a hint of flustered pink rising to her spots, the faunus rushed over and snatched her property out of the other teens hands, while still being careful enough as to not damage her work. It wasn't like she was embarrassed or anything, it was just... private, that's all.

Ruby recoiled back a bit in surprise at Ilia's sudden snatching. "Ah! Sorry, didn't mean to snoop," the dark haired girl blurted out, raising her hands in front of herself in defense. "It just kind of flopped open on the ground, and when I went to pick it up I couldn't help but notice, and once I started looking I couldn't stop, and the weapons were all so cool, and-"

"It's fine," Ilia said, maybe a little sharper than intended, as she looked around to make sure no one had noticed her faunus trait slipping out like it had. Luckily the passerby's seemed just as oblivious as usual to anything outside their own personal bubble.

When the chameleon faunus' gaze returned to Ruby she saw the shame and guilt on the other girls face at having overstepped on one of Ilia's many boundaries. Also there was a hint of hurt in her eyes as well, probably from how the spotted girl had snapped at her. Suddenly Ilia felt her own sense of guilt start to take hold. The big, round, silver eyes looking at her, like Ruby was a puppy that'd just been kicked, they cut to the core of Ilia somehow. This girl was entirely too adorable for her own good, and just like their first meeting, Ilia felt her normally icy resolve around humans start to crack.

"Did you... really like them?" Ilia asked after a low sigh.

The smile cautiously returned to Ruby's face and she nodded silently.

The chameleon faunus looked down at the notebook clutched tightly against her chest and slowly relaxed her grip. She... wasn't in THAT much of a hurry to get to the blacksmith's... if Ruby really wanted to look at what she'd come up with that badly, Ilia could afford a few minutes to indulge the hood wearing teen. Besides, the last thing she needed was this girl running off and tattling to Blake about how rude Ilia had been to her.

Yeah, that was the only reason Ilia was doing this. Definitely not because of how rare it was to find anyone who shared her interest in weapons. Nope, she wasn't the least bit excited by that, not at all.

With that last bit of coercing, the young faunus slowly outstretched the notebook back towards Ruby. The other girls bright eyes shot from the old piece of stationary to Ilia a few times, as if silently asking if it was really okay. The spotted teen rolled her eyes with a whisper of amusement before gesturing for the human to just take the damn thing from her already. Needing no further invitation, Ruby gently took the notebook, as if finally taking in just how fragile the thing looked. Then the dark haired girl started going through the pages, much slower this time, taking in every inch of the designs she saw.

Ilia was surprised just how nervous this was making her. She'd never actually had anyone critique her work before. This had always been just a secret little hobby she'd worked on in her spare time back in the day. Once it became clear she'd need to defend herself while on the road with the White Fang, Ilia, along with Blake and a few others, had decided to arm themselves. It was purely out of self defense... at first, but as the threats the faunus civil rights group faced grew beyond the occasional Grimm, so too did their need for stronger weapons and more adept fighters.

Like most skills she'd learned in life, Ilia owed any talent or interest she had in designing weapons to what she'd picked up from other members of the Fang. That was how the group had survived, the elders passing their skills and knowledge onto the next generation, hoping they'd learn from their mistakes. Which, for better or worse, they did, while many times making new ones.

There had been a lot of late nights in tents, or whatever temporary lodgings the White Fang had set up, where Ilia and Blake would be scribbling away in their notebooks, bouncing ideas off one another. Those were good memories for the chameleon girl, the two of them working together to create their first weapons. Because of that, it was no small wonder that their designs had ended up having some similarities. Both being bladed weapons with special features that allowed to attack at a longer range as well. Blake had eventually decided to put a pistol in the hilt of her sword, and Ilia had installed something similar in her own, though she barely ever used it. The spotted faunus just wasn't the marksman her cat eared friend was. She preferred to instead focus on improving her agility and mastering her weapons tricky, whip-like blade.

Regardless, having been created side by side by Blake and herself, Ilia had always considered Gambol Shroud and Lightning Lash as... sisters weapons, for lack of a better term. A pair of blades cut from the same cloth, forming a bond between the two faunus who wielded them. Not that she'd ever told Blake any of this. The sentiment was nice, but perhaps a little too childish, and if nothing else, embarrassing for certain. So much like her other feelings for her friend, Ilia chose to bury that thought as well.

However, as Blake completed work on her own weapon, her interest in the subject seemed to fade, while Ilia's only grew stronger. There was just something about the complexity of weapons, the way they worked, the way the metals they were made of could fold themselves to such compact sizes, The chameleon faunus was fascinated by them. So while Blake pursued... other interests, Ilia kept sketching up designs. Not because she had to, or needed to, but because she'd enjoyed it.

That had all been years ago though, back before everything with Blake, Adam, the White Fang, and pretty much just Ilia's life in general, had fallen apart. The chameleon girl hadn't even looked at the notebook in almost a year, only bringing it out today to make things up to Carmella.

The various excitable noises coming from Ruby as she turned the pages had a small smile creeping onto the edges of the pony tailed faunus' lips. It was just nice to have someone else appreciate her work, that's all.

Weiss continued to stare down over her partners shoulder at the notebook with a complex expression, her own reactions unreadable, especially when compared to her expressive leader.

This made any traces of the smile on Ilia's face disappear completely. After all, she might have given Ruby permission to look at her designs, but didn't remember saying anything about letting the Schnee girl look as well.

Why would the heiress even care about "lowly" faunus' scribbles in a notebook anyway? She probably had a whole army of engineers and designers making sure she had the most top of the line, cutting edge weaponry on Remnant. More to the point, why would someone like her even care about things like this? Or better still, what was some snooty, upper class, princess like her doing training to become a a huntress in the first place? She should just go back to her luxurious palace back in Atl-

"Ooooooo! This one!"

Ilia's frustrated thoughts were cut off by Ruby's enthusiastic, cheerful voice, as the red hooded girl turned the notebook in her hands around to show the faunus.

"I think this one is my favorite," the energetic teen said with a wide smile.

The chameleon girl didn't even try to hide her satisfied smirk this time at the other girls choice. That was actually the design she'd chosen for Carmella. Ilia had been studying the other faunus' technique these last few days, and from what she'd gathered, this was the kind of weapon best suited to the rabbit girls fighting style. Plus, it was also one of Ilia's favorites as well. If nothing else, Ruby had good taste.

"Oh! You know what'd be really cool?" Ruby continued on with the mostly one-sided conversation, an eccentric look in her brightly colored eyes, "You've got the barrel and the firing chamber on this side, right?" The darker haired girl pointed at the corresponding parts on Ilia's design. "But you've got all this extra space left over on this side! Wouldn't it be awesome to have like, I don't know, a uh... hidden blade or something in there?"

The young faunus raised an eyebrow at this. It was tough to not get a little miffed at someone criticizing her work, but Ruby has endeared herself enough to Ilia at this point that the chameleon girl decided to at least take what she'd said into consideration. She leaned a bit closer to get a better look at her notebook, which the other girl was still holding, and sure enough, there was a whole bunch of space just sitting there. Why not add some more offensive options?

"That's... actually not a bad idea," Ilia admitted, bringing her hand to her chin thoughtfully. Fresh ideas were starting to buzz around the spotted faunus' head.

"Heh, heh, thanks," Ruby said, sounding a little flustered all of a sudden.

If Ilia had to guess, this girl was probably the type to just blurt out the first thing that came to mind, and only just now did the young team leader become worried she'd overstepped. Nothing could be further from the truth though. After all, Ilia wanted Carmella to have the best weapon suited to her, and Ruby had not only pointed out a potential flaw, but offered an incredibly handy solution to it. It was a little difficult to admit, that a human had helped her, the chameleon faunus' old preconceptions rearing their ugly head.

"I mean, I don't think anyone would say no to having an extra blade out in the field," Ruby continued as she rubbed the back of her head sheepishly. "Well, maybe anyone except Yang. But I've seen her literally split trees in half with a single punch, so she's probably all set."

Ilia... didn't quite know how to respond to that, and settled on a nervous sounding chuckle.

This was going... okay? Wasn't it? For a spontaneous conversation that had caught the spotted girl completely off guard, and one she had initially tried to avoid, it seemed pretty good. Although honestly, the chameleon faunus had so few positive experiences interacting with humans she really didn't have anything to weigh this against. But nobody was shooting at, or attacking one another, so she was willing to call this a small victory. Except for the fact that while Ilia spoke with Ruby, every once in a while she'd catch the white haired girl staring at her.

It was almost like there was something Weiss wanted to say, but the heiress was refraining from speaking for some reason. Perhaps unsurprisingly, this angered Ilia, much like everything this girl seemed to do. However, the spotted faunus did her best to ignore the looks. Choosing to instead focus on the surprisingly pleasant chat with Ruby.

"These really are awesome, Ilia," the dark haired girl went on, as she continued to browse the pages of the chameleon girls old notebook. "Maybe I could show you some of my schematics for Crescent Rose if you have time? I've got them right here on my-"

Ruby froze, then began patting down the sides of her outfit's pockets frantically with her hands. "My... scroll...?" She turned to Weiss, as if expecting her partner to know how to make her misplaced device magically reappear.

The heiress sighed, bringing a hand up and pinching the bridge of her nose in exasperation. "Ruby... did you leave your scroll at the store we just left?"

"Um... no?" the cape wearing girl replied unconvincingly, "but now I need to go... somewhere... else... very quickly."

There was a sudden burst of wind and a cloud of rose petals was kicked up into the air. Ilia would have probably found this situation much more entertaining if it weren't for one fact, the thought hitting her just as the red blur began to shoot off-

No! Wait! Don't leave me alone with-

Too late. The crimson wave that was Ruby shot off down the street, leaving only the similarly colored foliage fluttering to the ground, and Ilia alone with quite possibly the last person on Remnant she wanted to be alone with.

"You get used to her doing that," Weiss said, hand perched on her hip yet again, though this time it was accompanied by an amused smile.

Ilia gave the heiress a scrutinizing look. Yeah, there was no way she was sticking around anymore. Ruby being a buffer between the two of them was the only reason the spotted girl had put up with the Schnee's presence for as long as she did. Now that the hood wearing human had left, Ilia didn't see the point in tolerating it anymore.

Besides, the chameleon faunus had officially drained her reserves of politeness for the day. Not that she'd have felt particularly inclined to even if she did have any left in this situation. Ilia had stuff to do today anyway. She had to get this design to the blacksmith before it got to be too late, that way they'd be-

That was around the time the young faunus noticed her hands were empty, the notebook containing all of her hard work nowhere to be found.

That was impossible! She hadn't let it out of her sight since she left the hotel-

Expect when she'd handed the damned thing to Ruby moments ago.

The same Ruby that had just sped off to Brothers know where... with Ilia's precious notebook still in hand.

Ilia bit back the scream of frustration growing in her chest. Why was it always something? Why couldn't anything ever be easy for her? Did the universe really just not want her to get this weapon made today?

Okay, okay, this wasn't a big deal. She just had to track Ruby down to whichever store she'd had gone back to. How hard could that be?

Then Ilia remembered just how much bigger the market in the upper districts was. Not to mention the fact that the faunus wasn't as familiar with this part of Mistral.

Again, frustration began to build in the spotted girl. There had to be an easier way to find Ruby. Maybe she could ask around? Surely someone around here had to... know... where...

The lizard girls pale blue eyes drifted over to the white haired heiress standing next to her, currently watching Ilia's internal mental breakdown with a curious expression.

Ilia would always wonder just what she'd done to the universe to make it hate her so much.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

A/N- Yeah, that's all you get this time. This part of the story turned out to be much longer than I anticipated. You know, like always. So it was either post a part of it early, or wait another month or so while I continue to write at a snail's place. Anyway, that should mean the next chapter will be done much sooner, but knowing me, I wouldn't hold me to that ;)

Anyway, follow and review. You know the drill. Hopefully see you much sooner next time.