Show Me How You Smile

by LongSean22

Ilia Amitola; a girl who’d lived a life full of anger and tragedy, barely managing to keep herself from succumbing to the same hate so many other faunus had. Meanwhile, Carmella Lindt had only ever wanted to help people and defend what was important to her, but lacked the means to do so. Two faunus on a collision course, a pair of souls, each one meant to complete the other.

12. Chapter 12

A/N- Sorry if you guys got double e-mails for this chapter! I forgot to include my essential ramblings at the start and end, so I had to delete and repost it. I couldn't just deprive all of you of my lovely ramblings of a mad man, can I?... Can I?...

Anyway, really enjoyed writing this chapter. Got to cover an important conversation that I always wished we had seen in the show. Enjoy!

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Several minutes later, Ilia was practically dragging herself down the annoyingly perfectly paved and maintained streets, her unlikely guide a few steps ahead of her.

Asking a Schnee for help had to have been one of the lowest points in the young faunus' life, and trust me, she'd had some doozies. Thankfully, Weiss seemed to be pretty quick on the uptake, able to figure out what the problem was right away, and agreeing to help quite amicably, not that it did anything to improve Ilia's mood on the subject.

Now here she was, a former White Fang member being led around by the second daughter of the family that had done more to discriminate and exploit the faunus than any other.

Their differing appearance alone was already garnering more stares. Weiss, in her resplendent blue dress, honestly looked like she'd be more at home on a ballroom floor than a battlefield, in Ilia's opinion anyway. Meanwhile, the lizard girl's choice of apparel looked even more suspicious than normal. The darkly dressed, clearly out of place girl stalking the prim and proper looking noble, it probably looked pretty nefarious to any of the many passerby's.

The looks Ilia was getting, she could feel other people's eyes burrowing into her. She hated it, but this was the best way to track down Ruby and get the chameleon girls property back.

"It's just a few blocks ahead," Weiss said back over her shoulder to her reluctant company.

Ilia only scowled in response. How had the red hood wearing girls semblance carried her so far so fast? She'd almost be impressed if the distance wasn't only prolonging her torture.

For Carmella, for Carmella, for Carmella,

That mantra was the only thing keeping Ilia from giving up and returning to the relative comfort and safety of her hotel room.

At the very least, the heiress seemed as content as the young faunus to keep their short trip a mostly silent one. Only speaking to each other when absolutely necessary.

However, just as that thought crossed Ilia's mind, she noticed the white haired girl slowing her walking speed, eventually ending up side by side with the spotted faunus as she continued to guide her. Ilia did her best to avoid looking at the Schnee, but it was no use. She could already feel the dreaded small talk coming before Weiss even opened her mouth.

"So..." the heiress started, the word, while short, seemed drag on, as if the girl in blue was as reluctant to engage as Ilia was. "Mantle, huh?"

As soon as the name of her former home hit Ilia's ears her body went stiff. She felt the telltale tingle on her skin as a creeping yellow snuck over the tips of the chameleon girls ears, as well as the sides of her neck. She resisted the change as well as she could, but the fear at the heiress having found out about Ilia's past was overwhelming. But how had she-

The answer came quickly however, and the spotted girls skin returned to normal, fear being replaced by annoyance.

"Blake told you," Ilia didn't even bother phrasing her response as a question. Who else would Weiss have heard it from?

Sure enough, The heiress nodded. "Don't blame her though, I was the one who kept asking her about you."

Ilia didn't even respond to that. As far as she saw it, there was more than enough blame to share between both the white and black haired members of team RWBY.

"You understand why I'd be curious, don't you?" Weiss asked, the extra sass in her voice not going unnoticed by the spotted faunus. "I mean, you seemed ready to pounce on me the moment you heard my name."

"And I apologized for that," Ilia said past grit teeth, still not turning to look at Weiss.

"I know, and I appreciate that," the heiress replied, her tone non-confrontational, but somehow still sounding determined, "but the level of hostility I felt towards me in that moment... it doesn't just come from nowhere. So I asked and asked again, until finally Blake told me... about what happened to your parents."

There was a rush of anger in Ilia, her hands clenching into tight fists.

"I am so sorry for-"

"Don't."

The two teenagers stopped walking there, in the middle of the street, as Weiss was cut off mid apology by Ilia's harsh whisper. It was only one word, but it had been razor sharp, like a dagger. If that didn't get the message across, then the pair of scorching red irises locked onto the heiress' icy blue ones definitely did the trick. Ilia had finally turned to face the girl next to her, her barely contained fury finally boiling over.

"How many times do you think I've heard that word? Hm?" the young faunus seethed. "A hundred? A thousand? Trust me when I say, I got tired of hearing 'sorry' a long time ago. Tired of people acting like that even came close to making things better."

"Ilia, I didn't-"

"And you know what the worst part is? " the outraged faunus went on, refusing to give Weiss an inch. "I can't even be mad at them for saying it. Because it's 'what you're supposed to say' to someone like me, it's 'expected' of everyone. But after a while, I saw 'sorry' for what it really was; an easy out. An easy way for people to acknowledge me, but at the same time not having to actually get involved with or understand what I'm going through."

There was no stopping Ilia now. Years of pent up anger were flowing out of her like a waterfall onto the heiress before her.

"And I've accepted that, because it's not there fault, they don't know any better. But you..." the chameleon girl pointed a shaky finger at Weiss, "You are the last person I ever want to hear that word out of. Do you want to know why?"

Weiss didn't respond, probably figuring out by now that Ilia wasn't actually looking for a response. So the heiress just crossed her arms and have the faunus girl a slightly agitated look that seemed to say, 'Go ahead and get this out of your system.' Which Ilia was all too happy to do.

"Because three days after my parents and about fifty other faunus were all killed in his crappy, unsafe, bordering on slavery, mining operation, your scumbag of a father had a press conference." The chameleon girl's chest tightened at the memory.

"The great Jacque Schnee had finally decided to grace the people of Remnant with his presence to address the tragedy that had taken place, probably because his stock holders demanded it. I had lost everything because of that man, and he just looked me and the rest of the world in the eye while he read a prepared statement he hadn't even bothered to memorize, all with a look on his face like he'd rather have been anywhere else in the world. Then, with a smile so crooked and uncaring it might as well have been drawn on a paper bag over his face, he said 'sorry' to the faunus community and his workers, offered up his 'thoughts and prayers' in this trying time, and that was it."

Ilia's voice became louder and louder as her anger grew.

"The bastard went right into how he'd be closing down the collapsed mine and was making preparation to open a new one just miles away from the old location. That was all he cared about, his bottom line. My parents and a lot of others of my kind were dead or buried alive and he was more focused on how much lien it would cost to make it all disappear."

That memory had stayed with Ilia all her life, a constant and ever replenishing source of fuel for her anger towards the family that she would always blame for the tragedy's of her past. Whenever she had doubts, when she wondered if the things the White Fang was doing were right, she only had to remember the look on the face of Jacque Schnee as he swept the bodies of Ilia's family under the rug.

Weiss had remained silent throughout all of Ilia's rant, her face remaining stoic. Only once the faunus had stopped talking did the heiress dare to speak.

"I'm not my father though," she said plainly, "and he certainly doesn't speak for me. Not anymore anyway."

This did little to calm Ilia's mood. "Maybe not," she fired back, narrowing her blood red eyes and leaning in closer to girl in front of her, "but when I look at your face, all I see is him."

In an instant, Weiss' calm, cool, stoic visage shattered. There was a look of shock that washed across her face that then melted away to sadness. Her eyes fell to the ground as she looked away from the girl in front of her, and her arms that had been tightly crossed in front of her loosened to the point where one hand was only tentatively grasping the others wrist.

Ilia basked in the heiress' misery at her words... for a moment anyway. She'd imagined getting the chance to tell off a Schnee to their face for a long time, yet somehow, as she took in the girls crestfallen expression, it didn't feel nearly as good as she'd thought it would.

After letting out a deep breath, Weiss brought her gaze back up to meet the conflicted looking chameleon girls. She was about to speak, but then her line of sight went slightly to the left, to something behind the spotted faunus in front of her. A near silent gasp slipped past the heiress' lips as her mouth hung open slightly. Ilia turned slightly to see what she was staring at, and her own eyes went wide in panic.

All around the two of them, passerby's had stopped their commutes to stare at the girls altercation in the street, forming a semi circle around them. However, it wasn't just Ilia's yelling that had drawn the attention, and as she looked down at her arms the chameleon girl saw the red slowly draining down her skin from her elbows to her fingertips. She'd lost control and just changed colors right in front of all these humans.

Hushed whispers spread over the crowd of gawkers, and even from a few feet away Ilia could make out the word faunus being spoken among them, as well as several other distasteful slurs for her kind. Every single eye was on the young chameleon girl, her display of aggression towards the human behind her earning more than a few scornful looks.

Just like that, Ilia was six years old again, standing against a crowd of people all shocked and horrified at the reveal of what she truly was. Her mind screamed at her to run, use her semblance to hide, or hell, even fight if nothing else, but Ilia did none of those. Fear, as well as her traumatic memories, had paralyzed the young faunus, leaving her at the mercy of the crowd of humans around her.

Without the presence of mind to stop it, Ilia's skin went yellow almost instantly. A few of the onlookers let out startled gasps at the sight of the sudden change. It felt like the situation was about to implode at any moment.

Subconsciously, Ilia could feel the invisible hands on her again, grabbing her, trying to hold her in place. Her breathing was slowly picking up pace to match her slamming heartbeat. Then she felt an actual hand clasp onto her shoulder and the chameleon girl spun her head around, expecting to see one of the members of the crowd trying to restrain her.

Instead though, she saw the face of Weiss Schnee staring back at her. The heiress gripped the faunus girls shoulder tightly, the conviction in her icy blue eyes almost had Ilia recoiling away at the sight, but again, the spotted girl was too afraid to move. Then, the human slipped her hands down Ilia's arm until she grabbed the other girls wrist, and she said,

"We need to go."

The scenery seemed to blur around Ilia as she felt herself being partially dragged across the paths and side streets of Mistral. She hazarded a glance over her shoulder back the way the two teens had come, only to see no one seemed to be chasing them. Truthfully, the events had unfolded so fast, not even the onlookers had a chance to fully react to what they'd witnessed. No, the only person with the wits to act in the moment had been the white haired human Ilia had been berating only seconds ago, and she had chosen to spirit the petrified young faunus out of harms way.

While pondering this fact, Ilia allowed herself to be tugged along for a few more moments, until the two entered a secluded side street, then the spotted girl ripped her arm free. Weiss stopped her retreat, looking back at the faunus behind her. The two stared at one another for a moment, until Ilia broke the eye contact with a scoff of frustration.

Why had Weiss done that? She didn't owe the chameleon girl anything, quite the opposite really. After everything the spotted teen had said, and the way she'd acted towards the heiress, not even Ilia would have blamed the human for leaving the young faunus to the mercy of the mob. Instead, she'd chosen to save Ilia from at best, an incredibly awkward moment, or at worst, something much darker, as who knows how those people would have acted towards her.

It didn't make sense, no human would do that for a faunus, especially for one that had just spoken so harshly towards them. Especially, especially if that human was a Schnee, a family renowned in the faunus community for their cruelty and ambivalence to the animal-like race and their plight. Or at the very least, Ilia couldn't put together why she would.

The long silence stretched out between the two of them until Ilia finally muttered, "Thanks..."

As much as she hated admitting it, Weiss had helped her break free from her stupor, and she couldn't just ignore that. Still though, the word felt bitter and disgusting as it came out, like spoiled milk.

"Don't mention it," the heiress replied, dusting off the edge of her skirt with her hand.

The silence returned. Ilia crossed her arms and leaned up against the brick wall behind her, giving a quick sigh. "Sorry... if what I said bothered you," she finally spat out. It wasn't much of an apology, and the chameleon girl definitely wasn't about to admit she'd been wrong, one good deed hardly made up for everything the Schnee name had put the faunus through, but Ilia figured Weiss had earned at least that much.

Much to her surprise, the heiress let out a short humorless laugh. "No, you're not," the white haired girl said plainly with an eye roll, "You meant every word you said, and said it exclusively to bother me."

Suddenly, the small amount of appreciation Ilia had felt dried up and fizzled away, and her annoyance towards the human came back in spades. The heiress' attitude hitting a nerve yet again.

"But... I'm also not going to say I didn't deserve... most of what you said."

Most!? Ilia practically screamed internally.

"And I know how that sounds, but please, just hear me out," Weiss added quickly.

Thankfully, this managed to stop Ilia before she could go on another tirade about what exactly she felt the Schnee's deserved. After all, Weiss had held her tongue earlier and allowed Ilia to speak her piece, so the chameleon faunus decided to try and do the same.

"I know how you and the rest of your kind must see me, Ilia. And nothing I can say or do will ever fix or make up for what my families company did to you."

You're right, Ilia thought to herself, but remained silent, wondering just where the heiress was going with this.

"I may not be my father, but that didn't make me any less complacent in the suffering that he contributed to. I lived comfortably for years because of the profits from his company, at the expense of your people. And for a long time, organizations like the White Fang gave me every reason to blindly agree with him and his... lack of understanding towards the faunus."

The white haired girl moved over to the wall Ilia was reclining on, and after taking a moment to wipe away whatever dirt or dust she could, leaned against it as well.

"All I can tell you is that... I'm trying to be better, I've started to think for myself for a change and started seeing just how much of a monster my father truly is. And trust me, The faunus aren't the only one who've suffered at the hands of his personal agenda."

Weiss reached up and brushed some of her white hair behind her ear. The ear that was on the same side as the thin scar above her left eye.

Wait... was she implying that... her own father... did that?

This got Ilia's attention. Granted she didn't know the whole story, but she could still feel the tiniest pang of what could only be sympathy for the person in front of her. A part of her wanted to ask about the scar, but she couldn't bring herself to do it. She thought about how she would feel if someone asked about her own scars, and how fortunate it was that hers were easier to hide.

"But since I've left home, for the first time I've gotten to experience more of the world, and it's people, for myself. To make my own judgments, and in time I was able to learn more about the people my family exploited... and more about myself."

"... Okay?" Ilia said in response, adjusting her back against the uncomfortable bricks supporting her. She wasn't exactly trying to sound rude anymore, her anger simmering down slightly, but she also wondered if Weiss would be arriving at a point any time soon.

What did this girl know about the real world anyway? What could it have possibly taught her? All it had ever taught Ilia was to distrust everyone and everything. A lesson the young faunus had been forced to learn, and re-learn, multiple times.

Sensing her companies impatience, the heiress let out a quiet huff of air before continuing. "I learned that it doesn't matter what you were born onto, or what you were born as, that only our choices define who we are." Weiss brought a hand to her chest, right over her heart, as she looked Ilia dead in the eyes, a sudden fire igniting inside them as she spoke. "And even though I can't change the past, I've vowed to never stop working towards making the choices that will lead to a better future, for everyone."

Our choices... At first, Ilia wanted to write the words off as simply naïve, but as they sunk deeper into her mind she felt differently. Wasn't that exactly what she was trying to do?

Granted there were things the chameleon girl couldn't choose, things ordained by fate and more omnipotent beings them herself. She hadn't chosen to be born poor, her family always desperate to make ends meet, and she certainly hadn't chosen to lose her both parents. Then, when she'd been young, many of her choices had been made for her, like getting sent to Menagerie. And as she'd gotten older, people like Sienna Khan, Adam, and the Albain twins had overruled her choices with their own. For a while, that's how Ilia had lived, merely reacting to other people's decisions about her life. Right up until that fateful night at the Belladonna'a.

In a lot of ways, it was Blake who had returned control of Ilia's life to herself. Nobody else would have been able to get through to the chameleon faunus like her cat eared friend had the night the two of them had fought. It was the spark that led Ilia to her first free-willed choice in a long time; To defend the Belladonna's, and while it was up in the air whether or not that decision had been purely selfless or made out of self preservation, it was a choice Ilia had made for herself, as was the one right after it; to help Menagerie's head family in defending Haven, by being the first to join their militia against the White Fang.

Ilia knew what it was like to live under the oppression and influence of others, how hard it was to break free from their influence. Now though? She was trying to make better choices, to do the right thing, and more than that, prove to all the doubters that they were wrong about her, and that she too could change.

That was exactly like what Weiss seemed to be doing. Maybe that meant the heiress deserved the benefit of the doubt?...

However, as the young faunus stared at the white haired girl smiling in front of her, the image of Jacque Schnee, and his insufferable mustache, came all to quickly to Ilia. That moment had been engraved in her mind, the hate associated with it just too deeply engrained and reinforced by years of fighting against the corruption of the SDC. As much as Ilia wanted to be better she just couldn't let this go, and maybe a part of her didn't want to.

The chameleon girl gave a head a quick shake, her expression turning sour again, but now the glare was far less heated. "Look," she said, her voice low, "I hear what you're saying, but... I just don't think you understand what your family name means to people like me."

The smile fell from Weiss' face as Ilia went on, "I've been to your dust refineries, I've seen the conditions the SDC makes their employees endure there. They're worked nearly the death for minimum wages because the people running the company know they're desperate enough to do it."

Ilia's voice wasn't as angry as it had been, and she definitely wasn't yelling this time, the white haired girls words having gotten through to her at least a little. Her tone was much more resigned, like as much as she might've wanted to forgive and forget, the young faunus just couldn't. It felt like that would've been an insult to her parents and all the others of her kind the Schnee name had ruined.

"The exploitation, the greed, the death, no matter how small your part was, it's still your name, and it's one I've been practically groomed to hate."

This was just how the world was. Grass grows, Grimm kill, cats and dogs fight, and the faunus will always hate the Schnee's. Some things just didn't change.

"Do you have any idea how many faunus there are like me who would kill for a chance to get their hands on the heiress to the Schnee Dust Company?"

Weiss' eyes drifted downward to the street below the two girls feet, looking off to the side, as a joyless smirk caught the edge of her lips.

"Well... technically, I'm not even the heiress anymore."

Confusion and surprise washed over the chameleon faunus' face at the humans statement, her shoulders sagging a little. What the hell did that mean?

Seeing the lost look on the other teens face, the white haired (former?) heiress elaborated. "I suppose it hasn't really been made official anywhere outside of Atlas yet, but yeah, you can thank my father for that as well." Weiss rolled her eyes as she went on, "Apparently, the 'trauma' and 'stress' I endured at the fall of Beacon was 'too much' for me. So I oh so generously have revoked my position to my younger brother." The human girl scoffed, "More like, I refused to sit idly by in my room while the rest of the world crumbled into desolation, so father decided to keep me out of the public eye. Probably so I wouldn't 'embarrass the family name'. As if he hasn't done a good enough job of that himself. Ridiculous..."

This came as a shock to Ilia. She'd always assumed -much like the rest of the world, she imagined- that the Schnee's were your average, insufferably perfect, wealthy family. The kind that lived carefree and blissfully, knowing that no problem they would face was so severe it couldn't be solved by throwing a pile of lien at it. Eating their dinners off their resplendently polished golden silverware, riding their professionally trained silver ponies, and... eating... babies? Okay, maybe Ilia didn't have the best grasp of what rich people actually did, but still.

Apparently however, it appeared their backstabbing and corruption extended even into their home. The young faunus couldn't even imagine how hard it must have been growing up in such an environment. Not being able to trust even your own family... Ilia suddenly felt a strange sense of pity for the girl before her.

"... But I know that probably doesn't change anything," Weiss went on, her voice pulling Ilia out of her thoughts. "I can't force you to change the way you see me. Instead, what if there was a a different way to make things right? Or at the very least, give you a bit of closure?"

Ilia only raised an eyebrow in response, the second one joining the first as the white haired girl raised both her fists up in front of her and lowered her posture into a fighting stance.

"What are you doing?" the young faunus asked.

"Well, I'm not exactly going to stand by and be your punching bag, but considering the fact that you're armed and I'm not..." Weiss gestured with her head to the whip-blade at Ilia's hip. "You said it yourself, how many faunus like you would kill for a chance to get their hands on me. If this is what it takes to start to make things right, then give me your best shot."

The realization as to what was happening slammed into Ilia's mind like a charging Boarbatusk. This girl... wanted to fight her?

No, one look at the white haired teens posture and stance made it clear it wouldn't be much of a fight. After years of traveling with the Fang, and training others these last few weeks, Ilia was easily able to pick up on the fact that Weiss was no hand to hand combatant. Add to that, The spotted faunus had Lightning Lash, a weapon she herself was incredibly proficient in, and her opponent had nothing. It would be as one sided a bout as there had ever been, and Ilia was pretty sure Weiss knew that to.

The thought marinated in the chameleon girls brain for what felt like an uncomfortable amount of time. This was... what she wanted, right? Less than a week ago, Ilia had practically jumped at the chance to attack Weiss the second she'd learned her name. The spotted faunus' parents deserved justice for what had happened to them, and standing right before Ilia, practically defenseless, was a member of the family responsible for it.

How many nights had she dreamt of this? Seen the face of Schnee contorted in agony as Ilia reeked her glorious retribution upon them. Now, here she was, the streets were empty, there would be no witnesses, no one to get in the way, The white haired girl might as well of served herself up on a silver platter for the faunus' ravenous desire for revenge.

And nothing was going to stop Ilia from taking it.

... Except...

Before the young faunus' hand could even twitch towards her weapon, a single word flashed in her mind;

Why?

Why even bother? What would attacking this human get Ilia? Would it bring her parents back? Finally lay their ghosts to rest? Undo the last decade of pain and anger Ilia felt? Free the faunus all over the world from oppression?

No, it would just be more spilling blood for bloods sake. Utterly meaningless.

So what then? Was Ilia just supposed walk away? Turn down a golden opportunity to avenge everything she'd lost to the SDC?

The chameleon girl found herself at an impasse. The decision before her was too great, the possible repercussions of whatever choice she made too overwhelming.

What would parents want her to do?

... Honestly, Ilia didn't really know. She had so few memories left of them. It had just been too long since they were part of her life, too long since she'd last heard their voices in her ear, guiding her.

However, as the spotted girls conscience felt that thread of guidance slip through its fingers, another source appeared in her thoughts, stronger and more prominent with memories.

What would Carmella want her to do?...

The answer came quickly, and was not at all surprising. While she didn't know the other faunus' views on humanity -aside from her joining the militia to save Haven- Ilia did know Carm's opinions on the chameleon girl herself.

I believe- I know you're a good person, Ilia, even if the rumors are true. Because a bad person wouldn't be working so hard to try and be better...

She believed Ilia was better than this.

And shockingly, Ilia actually found herself agreeing with her.

The young faunus let out a deep breath. With it, the anger and frustration she'd felt in the moment fizzled away and died, the emotions fleeting and meaningless, and certainly not worth acting on, at least in hindsight.

"I don't..." Ilia's voice trembled slightly. She closed her eyes and swallowed hard, turning away from Weiss. "I don't want to hurt you."

That was the truth of the matter. Ilia had never liked hurting people, but she'd done it enough times now to know that it never helped solve any of her problems. All it did was create new ones.

"Oh..." she heard the white haired girl over her shoulder say, "well, I suppose that's a relief..." there was a beat of silence between the two, before Weiss added; "I didn't really want to hurt you either."

A hum of a laugh escaped Ilia and she rolled her eyes. The faintest hint of a grin at the edge of her lip. "Yeah, wasn't really worried about that all that much, if I'm honest," she said, hazarding a glance back at the other girl behind her.

The look on Weiss' face laid somewhere between a scowl and a smirk. Her hand once again finding its perch on her hip. The whole expression seemed to read as, "Oh really?" Though surprisingly, Ilia seemed to find the white haired girls mannerisms less irritating now.

Their talk had certainly changed things, if every so slightly. At the very least it had given the young faunus a perspective she hadn't considered. Don't get her wrong, Ilia still wasn't sure she liked Weiss, and her position on the SDC in general certainly hadn't changed, but the overwhelming hostility she'd felt towards the girl seemed to have lessened, if it hadn't disappeared completely.

"Maybe... maybe we're both just trying our best to make up for past mistakes," Ilia thought aloud, turning around to face Weiss again, "Doing the best we can and... just trying to be better..." The young faunus' arms were crossed, her posture indicating she was still feeling very guarded around the human, but an effort was being made regardless.

"I suppose we are," the former heiress said, a genuine smile appearing on the other teens face for the first time, at least in Ilia's experience dealing with her.

Then, a thoughtful expression came over Weiss' face. Her gaze drifted away from Ilia, to the ground, then back up to the faunus before her, as she finally found the confidence to say what she wanted to.

"What were there names?"

It only took Ilia a second to figure out who the white haired girl was asking about. There was a flash of sourness in her stomach, but with the anger the chameleon girl had felt earlier having been extinguished, nothing came of the feeling, as there was nothing to add fuel to it. Instead, it just left Ilia with a familiar forlorn feeling.

"Kroma and Iris Amitola."

Even her parents names were beginning to feel foreign to Ilia at this point. It had been so long since she'd actually said them out loud. Obviously the topic wasn't one she liked to get into, the fact made apparent as the young faunus' hands balled into tight fists.

Sensing the discomfort she'd caused, Weiss spoke up, "I know you probably don't want to talk about it, I'd imagine I'm the last person you'd want to with. And I also know you said you didn't want an apology from me, so how about this;"

Some of the tension disappeared from Ilia's posture as the other girl went on, "Like I said, I'm not my father, so I promise I won't ever forget those names, or what my family put yours through. I'll carry your story with me forever. You have my word as a Huntress... er... as a future Huntress, I suppose."

Complex emotions washed over Ilia, so complex even her faunus trait couldn't seem to decide on a color, her skin remaining it's normal tan complexion as she stared at Weiss.

The chameleon girl still felt the hate inside herself. Just because she'd managed to overcome one bit of anger from expressing itself didn't meant she'd gotten over it completely. However, Ilia couldn't deny that Weiss' words had been... well, it was certainly more than any human had ever given her before, let alone a Schnee.

The young faunus ran a hand up and down her spot covered forearm, not sure how to proceed in this conversation. She opened her mouth to speak and-

"YOU GUYS!"

An eruption of rose petals tidal waved around the corner, Ruby stopping herself just short of running into Weiss and Ilia. However that didn't keep the remnants of the wave of foliage from washing over the human and faunus, leaving the two with a collection of red petals all over there clothes and hair. The two girls gave an unimpressed look at the darker haired girl skidding to a stop before them.

The out of breath Ruby held her hands on her knees as she breathed heavily. "Found... you..." she said as she tried to catch her breath.

Weiss blew off a few of the pesky petals around her mouth with a quick spurt of air out of the corner of her lips. "Well, I suppose that solves one problem," she said, swiping at the remaining pieces of red stubbornly sticking to her dress. "Saves us the trouble of tracking you down anyway."

"Wait, you were also looking for..." Ruby stated, before realization hit her. "Ah- right!"

The cape wearing girl reached behind her back and withdrew Ilia's notebook, which she held out with both hands while bowing her head towards the chameleon girl. "I'm so sorry, I didn't mean to take out with me. I just kinda rushed off without thinking, which happens to me sometimes, and I didn't realize I had it until I was halfway there, and I rushed back, but you two were gone, and then-"

"It's fine, Ruby," Ilia said, cutting off the blabbering girl before she could spiral any further. "No harm done."

Gently taking back the piece of stationary, the young faunus briefly examined it. It didn't seem any worse for wear, aside from even more rose petals collected on the cover. Ilia brushed the small pieces of foliage off the side, and they spun elegantly towards the ground.

"Oh, good," the darker haired girl said, an upbeat smile returning to her face. "So... uh... any reason in particular you and Weiss are hanging out on this dark side street?"

Neither girl had noticed before, but the particular place they'd decided to stop was a little dismal. Trash cans lined the street on both sides, making the roads seem more narrow than others, and the tall buildings on each side made sure very little light entered from above. Honestly, the location resembled more of a dingy alleyway than an actual street.

"We were just having a chat," Weiss explained to her partner, "airing some things out."

The tact displayed by the former heiress in regards to the sensitivity of their conversation did not go unappreciated by Ilia. It also seemed to satisfy Ruby's curiosity.

The cape wearing girl grinned at her teammate. "Awwww, I knew you guys would be friends if you gave each other a chance."

Ilia winced a little at the implication by the shorter girl. Friends might have been a stretch. Especially with the confusing emotions still churning around the young faunus' insides from the talk she'd just had with the human. However, Weiss didn't try and correct her leaders assumption, so neither did Ilia.

"So, Ilia," Ruby went on, as excited sounding as ever, "Does that mean you want to come with us? Weiss says there's a bakery up here that sells cookies the size of my head! The size of my head, Ilia!"

The young Huntress in training held up her hands to each side of her face, then held them out in front of her, as if to demonstrate the sheer size and magnitude of what she was talking about. She repeated the gesture several more times with an wondrous look in her eyes, seemingly hoping to convince the young faunus to join the two of them.

Ilia couldn't help give Ruby an amused expression. The level of charm the short haired girl possessed was truly dangerous. However, as much as she might have been tempted, the chameleon girl just couldn't bring herself to accept.

"That sounds... uh... great? But I... I'm sorry," Ilia said regretfully, "I really do have somewhere I need to be. Maybe next time?"

The excuse was mostly true, for whatever that was worth. The spotted faunus really did want to get her errand in the upper levels done as soon as possible. Getting sidetracked by the two humans had definitely taken up more time than she would have wanted, in addition to all the other running around Ilia had done today. The sun over Mistral was getting heavy in the sky, signifying it was already well into the afternoon. The longer the chameleon girl waited, The less likely she'd be successful.

However, not all of Ilia's decision was a result of her busy schedule. As much as she wanted to trust these two, whom had certainly surprised her with the level of kindness and patience they'd shown the young faunus today, the lizard girl just couldn't bring herself to.

You could blame Ilia's time in Atlas for that. That fateful day at Laurel Prep had engraved the lesson in her mind that no matter how nice a human might treat her, they'd always show their true colors when the time came. These people weren't her friends, they were Blake's. At the end of the day, that was the extent of their relationship. If it weren't for the cat eared girl they were all acquaintance with, Ilia was certain these two wouldn't want anything to do with her, and vice versa.

She just... wasn't ready yet.

The look of deflation on Ruby's face at Ilia's refusal sent a spike of guilt through the chameleon faunus' heart, and she felt the green begin to creep up her exposed arms. It was repressed before it could even reach her elbows, but that didn't didn't improve Ilia's mood.

Weiss put a hand on her leaders shoulder. "Come on, Ruby. If Ilia's already got plans, then we shouldn't hold her up anymore than we already have."

"Okaaaay..." the hood wearing girl replied, dejectedly. "It was nice seeing you, Ilia."

"Um, yeah, same," the young faunus said back, as the usual awkwardness that seemed to cling to her in casual social interactions retook is hold.

Weiss said nothing at the two humans departed, only offering Ilia a solemn nod as she and her partner turned to walk away. Still not sure how to feel about things between the two of them, the chameleon girl returned the gesture, before turning on her heel and leaving as well.

The spotted faunus' head was still buzzing as she stepped back onto the busy streets of Mistral. Her talk with the former heiress to the SDC had really thrown her for a loop, so much so that Ilia didn't even notice any of the usual unease or discomfort she'd struggled with earlier while walking among so many humans. Her mind was just too focused on what had just transpired.

Never in her life had she ever expected she'd have a conversation with a Schnee that didn't end in bloodshed. As previously stated, Ilia had thought a lot about how such an interaction would go, and not one of the scenarios she'd envisioned had ended in both party's walking away, at least not unscathed.

Instead, aside from Ilia's angry, spiteful words, the exchange had been borderline civil. Weiss hadn't even raised her voice when speaking to the outraged faunus, despite the spotted girls obvious jabs at her and her family. In the end, it even seemed like the two of them had walked away with a better understanding of each other's plight. How had that happened!?

Shake it off, Ilia told herself. They were just words, it doesn't change anything.

That was true. As surprising as the former heiress' words had been, they were just that, and talk was cheap in Ilia's experience.

However, as much as she wanted to write off what had happened, there was just something about the way Weiss had spoken, the conviction behind her words, Ilia couldn't help but feel the sincerity behind them.

Almost like... she'd meant what she'd said...

Taking her own advice, Ilia gave her head a quick shake to clear her thoughts. If nothing else, The ponytailed girl would concede that Weiss seemed to be more convincing in her speeches than her windbag of a father.

There was no point in dwelling on this now, she was already behind schedule as it was. It was time to do what the young faunus had come to this part of the kingdom to do, then go back to her hotel and act like none of this had ever happened.

Fortunately, her little detour with Weiss and Ruby had happened to take her in the direction she'd needed to go anyway. A few minutes of walking later, Ilia arrived at her destination; The Horned Anvil.

The shop was fairly discreet looking compared to the many other lavish looking ones lining the same side of the street. Just a simple dark colored, cube shaped building, smoke rising from the many chimneys on its roof, and a plain looking metal sign hanging above the door with the name of the establishment and a picture of an anvil beneath it.

One would think that such a quaint little blacksmiths shop would seem out of place in this ritzy part of the kingdom, but it didn't, far from it actually. If anything the down to earth looking design gave off a friendly and welcoming "mom and pop store" kind of vibe. There was a sense of charm about it that even Ilia couldn't deny, like it was the kind of place that could fit in anywhere. But the young faunus hadn't come all this way just to gawk at the storefront, so she hurried inside, ready to finally be done with her errand.

The interior was just as quaint and welcoming as the outside. All warm colors painting the walls and hardwood floors, rows of neatly organized weapons lining the walls. It was a far cry from the clutter Ilia had witnessed in Temper's shop down in the lower levels. Plus, much to the young faunus' relief, a lot of the weapons hanging appeared to have firearms and other modifications implemented into their designs, assuring the chameleon girl that she was indeed in the right spot.

There was a wide opening in the wall furthest back into the shop, with an oak countertop that separated the display area from where the actual blacksmithing work was done. Much unlike Temper's shop, there seemed to be a great deal more care made to keep the customers away from the dangerous forge area here. On the countertop was a small bell with a sign that read "Ring for service." With a shrug, Ilia walked up and gently tapped the top of small metal device, a diminutive "ting" resonating through the shop.

There was a bit of a clatter from out back, and several moments later the saloon-like doors behind the counter swished open and a mountain of a man stepped out. He had short, dark, black hair, a thick mass of which made up the matching beard and mustache that covered the bottom half of his face almost completely. He wore a heavy looking apron strapped around his body, a trend Ilia was beginning to notice among people in his craft, as were the sturdy gloves on each of his hands.

"Hey there," the tall, dark skinned man said with a friendly smile, "Welcome to the Horned Anvil, young lady. What can I do ya for?"

Ilia was too taken aback to answer. Not necessarily at the size of the man, but more the pair of slightly curved horns sticking out the top of his head, just below his hairline.

A faunus? Running a business in this part of Mistral? It was the last thing the chameleon girl had been expecting.

Then again, the Horned Anvil... maybe she shouldn't have been so surprised.

The giant of a faunus seemed to notice Ilia's stares directed at his horns and cleared his throat.

The ponytailed girl's posture shot up straight. "S-sorry," she stammered out, mortified at being caught staring. "I didn't mean to... um... are you... Domascus?"

"Please, just Dom is fine," the man answered, his upbeat expression seeming to be unaffected by Ilia's faux pas. "Only my mama calls me Domascus," the taller faunus added with a gruff chuckle. "Now, what can I do for you?"

Ilia pulled out her notebook and opened it up to the page containing the details of the design she'd chosen, holding it out for the blacksmith to take. "I was hoping to commission a weapon from you. I spoke with Temper at 'Temper's Steel' down in the lower levels and she told me to come ask you about this," the younger faunus said.

Taking the piece of stationary, the horned man's smile grew fonder. "Temper sent you, eh? How she doing? Friendly as ever I imagine?"

"I... um..." Ilia didn't know how to answer that. She wasn't exactly the type to jump at the opportunity to talk about someone behind there back.

Thankfully, Dom just laughed again, louder this time, and slammed a hand down on the table between the two faunus. Ilia was unable to resist flinching a little in response to the sound of his meaty fist hitting the wood.

"Don't worry about her," the blacksmith said, "Temper's a big softie once you get to know her. She must have been real eager to help you out if she went through the trouble of sending you to me. Let's see what you got there."

The taller faunus pulled a pair of thick looking reading glasses out of his aprons pocket, and rest them on his face. He studied the old notebook in his hands thoroughly while Ilia stood there, her hands clapped together in front, one of her index fingers anxiously tapping against her knuckle. This was somehow even more nerve-wracking than when Ruby had looked over her designs. This man was a professional after all, and the longer he looked at the page, the more the chameleon girl began to doubt herself and her skills.

Then, much to Ilia's further dismay, the blacksmith turned the page, looking at more of the weapon schematics the young faunus had made. The ponytailed girl gripped her wrist tightly as her anxiety grew, but she did her best to hide it.

Domascus spent another moment casually browsing through the old notebook before letting out an impressed whistle. "Wow, these are something else," he said, his mustache curving up as he smiled. "How long you been at this, kid?"

Had Ilia been less embarrassed by everyone going through her things today, she might have been more annoyed at being called "kid" again. Was it some type of law that all blacksmiths had to call anyone younger than themselves that? Because it had happened twice now in one day. Though, unlike with Temper, this time it felt more friendly, like a team of endearment, rather than a jab at Ilia because of her age.

"I mean, those are a few years old now," the chameleon girl answered, looking away from Dom and nervously running a finger over the spots on her left cheek. "It was just a hobby, I haven't really worked on anything in a while..."

"Well you got a real knack for it, I'll tell you what," the mustache faunus said, "a little rough around the edges maybe, but there's some genuine talent here, and that ain't just me blowing smoke."

"Um... thanks..." the increasingly flustered faunus girl replied quietly. "So, uh... do you think you can do it?"

For a moment, the blacksmith looked confused, like he'd gotten so swept up in looking over Ilia's work he'd forgotten why the lizard girl had come in the first place. Fortunately the moment passed relatively quickly.

"Oh yeah! Of course, of course," he said, quickly flipping back in the notebook to the original design Ilia had shown him. "Hmm... I should be able to make this work... Just need to hammer out a few more details and I can get started right away. I haven't gotten any other jobs since I got back this morning, so it should be ready for you by tomorrow."

Ilia's eyes lit up and she smiled brightly. "That's perfect!" she said, with perhaps a bit too much excitement. The smirk the blacksmith gave her in response had the chameleon girl reeling herself in pretty quickly though. She cleared her throat and spoke again, trying to sound casual, "I mean, yeah, that sounds good."

"Ha ha! Alright then!" Dom said, his voice booming with the same level of excitement Ilia had just momentarily shown. "Let's get started!"

The horned faunus slammed the notebook shut in his hands, and went to hand it back to Ilia, but then he stopped, the blacksmiths brightly colored golden eyes settling on the cover. Suddenly, the smile fell from his face. He held the notebook back up in front of himself, before placing it on the table. The joyful and friendly demeanor Domascus had shown before disappeared as he eyed the smaller faunus in front of him suspiciously.

"Ilia Amitola?" he asked, tapping his finger on the cover of the notebook where, sure enough, The young faunus' name was written in fading black marker.

"Yeah?" the chameleon girl replied, raising an eyebrow at the sudden change in atmosphere of the shop. "Why?"

There was a flicker of something in the Horned Anvil's owner's eye. "No reason..."

Ilia said nothing in response. In her experience, when someone said "no reason" in that way, it was usually followed by an-

"Except..."

Right on cue.

"... might be I heard that name come up among some of the other faunus around town..."

The spotted girl felt her stomach plummet, already not liking where this train of thought was going.

"...mainly in regards to the attack by the White Fang up at Haven last week."

The big blacksmith leaned forward with his elbow onto the counter, closer to Ilia, giving the smaller faunus a scrutinizing look.

"You didn't have anything to do that with mess, did you?" The tone of voice behind the question made it clear to Ilia that it wasn't actually a question at all, it was an accusation.

"No," the chameleon girl replied bluntly, furrowing her brow, and doing her best to suppress the flare of anger and indignation in her chest. Instead she just stared back, undeterred. After all, she had nothing to hide.

Dom seemed unconvinced. "Really? You weren't there at all?"

The hard look Ilia was trying to maintain cracked slightly. "I mean... yes, technically I was there... but-"

"Hmph," the blacksmith's agitated huff cut the younger faunus off as he stood up straight and crossed his arms. He looked like he had already passed judgment on the girl in front of him.

"I was there to help!" Ilia shot back, her temper showing its face again by way of the volume of her voice, as well as the red starting to creep up her arms and legs.

"I think our kind has had enough of you and yours 'help', thank you very much," Domascus' reply was like a dagger in Ilia's heart.

Why did it always go this way? People always assumed the worst of her, even when all she'd been trying to do was the right thing. Not even her own kind we're willing to give her the benefit of the doubt anymore. What was the point in trying to be good and decent if the world wasn't willing to give her a chance?

"Now then, I think it's time for you to leave." the blacksmith's words were firm, with no room for dispute, with hints of an underlying threat behind them.

The younger faunus' heart sank. This couldn't be happening. After everything Ilia had gone through today, all the running around, facing her fears and personal biases when it came to this rung of society, all of it rendered pointless because her own kind couldn't stop spreading rumors behind her back. Was she really about to walk away from all of this with nothing? What was she supposed to do about Carmella? If this man would just listen to her for five seconds maybe he'd understand-

But it wasn't going to happen. Ilia saw the look in his golden colored eyes as he stared at her. She'd seen that look in a lot of her people, even more of them lately, ever since the fire at the Belladonna's. It was the look of distrust. No words were going to sway this man, he'd already made up his mind about Ilia.

There was no other option than retreat.

Dejectedly, Ilia reached across the counter to take back her notebook. The blacksmith said nothing as she did, not even as her skin began to shift to blue. The ponytailed faunus was just as quiet, because she knew that as upset as she was that this hadn't worked out, there was nothing she could say to make Domascus care.

Usually this kind of discrimination would make Ilia angry, make her skin flare up crimson, her eyes burn red, and she would lash out at whoever had made her feel this way, either physically or verbally, but she didn't.

She didn't have the will to be mad about this kind of thing anymore, she was just... tired, sad and tired.

Her plan had pretty much blown up in her face at this point. She could always try again, go find another blacksmith here in Mistral. Even after striking out twice in a row, Ilia was still determined to make this happen.

For Carmella...

So the young faunus took a moment to calm down, take deep breath, and swallow the lump in her throat, then turned to leave the shop.

"Come on, I just want to look inside reeeeeeal quick. Two seconds, I swear."

"Ruby, the bakery's going to be closed by the time we get there off you make us stop at every single shop on the way."

Ilia's retreat was suddenly cut off as a very familiar pair of girls entered the Horned Anvil. It was Weiss and Ruby... again?

The chameleon girl wasn't exactly in the mood to socialize after the crushing rejection she'd just faced, and the last thing she wanted was an audience to this depressing scene. However, before she could even think of a way to avoid the two, a pair of silver eyes locked on to her.

"Oh! Hey again, I-"

"Red!"

All the girls heads swung around to the back of the shop at the sound of the voice. Domascus opened the small gate in the counter and stepped through it, making a beeline for the two newest arrivals in his shop, a huge smile plastered across his face.

"Glad to see you made it to Mistral after all!" the tall faunus said loudly and joyously. He made his way over to Ruby and without hesitation, grabbed one of her hands and stared vigorously shaking it -as well as the small girl attached to it- up and down.

The surprised teen in red managed to return the smile, despite the blacksmith's overeager handshake nearly dislocating her shoulder.

"Oh! Hey there, Mr. Baladi," Ruby said, once her limb had been released. "What are you doing here?"

After a booming chuckle, the man answered, "Please, call me Dom, Red. And to answer your question; Well, once you kids took care of that big, bad Geist, the roads were finally safe enough to travel again. Figured I'd best make my way back to my main base of operations back here in the kingdom while I could." The blacksmith's eyebrow spot up suddenly in realization. "Oh yeah! Your friends, they all make it too?"

"All present and accounted for," the silver eyed girl said back, giving an awkward salute for some reason.

Another loud laugh rang out, echoing off the walls of the shop. "Best news I've heard all day!" Dom said. "Speaking of news..." the horned faunus smiled while running a hand through his beard. "What's this I hear about you and your pals being at the center of that Battle for Haven."

"Oh, that... yeah... that was us," Ruby answered, running a hand through her short hair. "I guess we were just in the right place at the right time. Oh! This is my friend Weiss by the way," the red hooded girl giggled, sounding a little embarrassed, "she was also there, at Haven, I mean."

The blacksmith held out a hand to the girl in white. "Any friend of Red's is a friend of mine. Pleasure to meet you, kid. I really appreciate what both of you did for this kingdom."

Weiss smiled politely, before taking the faunus' much larger hand with her own and giving it a light, dainty shake. "Thank you, but we honestly didn't do much..."

The conversation went on, Ilia keeping silent throughout all of it, mainly just out of surprise at the coincidence that Blake's friends just happened to know this random blacksmith the chameleon girl had sought out. However, the feeling was fleeting, and the younger faunus saw little reason to hang around this place any longer. She didn't want to be a a third wheel in this conversation. Besides, her day wasn't over yet, now she had to track down a third blacksmith. This time without any idea of where to even find one. With a resigned look in her eyes, the ponytailed girl resumed her path to the exit.

"... the militia did most of the work that night," the white haired girl continued on.

"That's true," Ruby interjected, "just ask Ilia, she was there."

As she suddenly felt herself become the focus of the conversation, the spotted faunus froze mid step.

"That so..." Dom replied to the hooded girl, his tone now drastically different from when he'd been happily conversing with Ruby a second ago. "You know this girl, Red?"

"Yup!" The darker haired girl replied, her voice as chipper and upbeat as always.

There was a a beat of silence, during which Ilia could only imagine the horned faunus was staring down the back of the chameleon girls head.

"She a friend of yours too?"

Ilia sighed quietly to herself, still not bothering to turn around. She already knew the answer to that question. All she'd done since meeting Blake's friends from Vale was be difficult and-

"Sure she is."

Ilia spun her head so fast her neck practically snapped off her shoulders. She was sure she'd just misheard Ruby.

"Well, I suppose that's really up to her in all honesty," Weiss added, giving her partner an amused side-eye. "But we certainly would have been lost without her at Haven that night."

"Yeah!" Ruby jumped back in, hands up, excitedly balled into fists as she bounced slightly, "The White Fang had the CCT rigged to blow, but Ilia was all like, 'I'm gonna climb up and all over the sides of this thing and wreck all the explosives and save the day,' and then the Fang was all like, 'Ahhh! Oh nooo! Our evil plans! Curse yooooooouu."

Despite the over the top, flamboyant nature of Ruby's depiction of events, Ilia couldn't help but feel a little embarrassed by it. After all, she was making it sound like the chameleon faunus was some kind of... hero or something. Which was ridiculous, she'd only done what was necessary to protect the people that were counting on her. Then again, that was a pretty apt definition of the word 'hero' now that Ilia thought about it, but still, completely ridiculous.

The dark haired blacksmith looked a little surprised by this revelation. He turned back to the ponytailed faunus and gave her another skeptical look.

"That all true?" he asked.

Finding herself again trapped under the horned man's slightly intimidating gaze, Ilia found it difficult, but still managed to maintain eye contact as she gave a firm nod.

The older faunus' posture sagged as he let out a deep breath. "Damn... sorry about that, kid. Guess I might've jumped to conclusions about you." The Horned Anvil's owner ran a hand down his thick facial hair. "But if Red here'll vouch for you, guess you can't be all bad, right?"

Dom let out another hearty laugh, but was met with only silence. In Ilia's case it was out of annoyance. If this guy had just listened to her from the start they could have avoided all of this. In Weiss and Ruby's case it was more out of confusion than anything, which was understandable considering they'd essentially only just walked in and missed the initial conversation between the two faunus.

After awkwardly clearing his throat at the lack of response from his company, the man with the horns held a hand out to Ilia. "Tell you what, let me make it up to you. Give me another look at that notebook you got there."

A spark of cautious optimism lit up Ilia's cerulean eyes and she eagerly handed the taller faunus the piece of stationary. Dom opened it up to the dog eared page containing the spotted girls choice of design, the friendly smile he'd worn earlier when looking over the chameleon faunus' work returning.

"Alright, if your still interested, what do you say I whip this up for your?"

A little bit of purple traveled up Ilia's legs from her short boots, but she quickly repressed it. The chameleon girl couldn't say she was exactly thrilled by the flip flopping nature of this man, but if it meant she could get this done for Carmella then what right did she have to complain?

Before the spotted faunus could respond, Ruby let our a loud gasp. "Oh my gosh! Ilia! Are getting one of your cool weapons made!? Which one? Which one? Which one? Which one?" The cape wearing girl asked again and again as she began excitedly bouncing in place. Eventually, Weiss placed a hand on the other girls shoulder, halting her partners erratic movements... for the most part.

Without any prompting from Ilia, the blacksmith turned the notebook in his hands to reveal the design the ponytailed faunus had chosen to commission.

Another gasp filled the shop, this one thankfully much more restrained as Ruby had the foresight to cover her mouth just after it started. "It's the cool ooooooone..." the hooded girl said in what could only be described as a loud whisper.

It was clear that Ilia had misjudged this girl. Ruby didn't just like weapons, Ilia liked weapons. This girl loved weapons ... maybe a little too much. Although, somehow her enthusiasm for the subject seemed to just make her more endearing.

"Glad I'm not the only one who's excited," Domascus said with her another hearty laugh. "It's been too long since I got to work on something like this. Hell, tell you what, why don't I give you the family and friends discount too."

The sudden display of generosity caught Ilia completely off guard. It felt like two seconds ago she was about to leave here with her metaphorical tail between her legs and now this? While she certainly wasn't going to turn the man down, she did have to know...

"Why?"

"Well, I'd love to say this is just me making up for judging you too harshly, but honesty? That's only part of it." Dom leaned back onto the counter behind him, letting our a tired sounding sigh, "You live as long as I have, see as much as I've seen, and your start to think things'll never improve in the world."

Ilia understood that much. Pessimism was running pretty rampant these days. She might be younger than him, but she'd seen more than enough on her own to feel the same way.

"Just seeing you kids getting along so well, humans and my own kind, just... coexisting, and all. Well, let's just say you've given this old faunus a little bit of hope for the future."

The blacksmith's words sent a fresh wave of guilt through the younger faunus. What was she supposed to say to that? That she barely knew these humans? That up to less than an hour ago Ilia had seen them as nothing more than an another inconvenience in her day? Was she willing to keep up the lie just to get what she wanted from him?

The answer was fairly obvious, but fortunately for Ilia, Weiss spoke up before the thought could marinate in the spotted girls mind.

"I think... we're all just doing the best we can to try and be better."

Those words certainly sounded familiar to Ilia, and she still shared the sentiment. Maybe they didn't have to be friends, but at the very least they could at least try not to be enemies, and that was nothing if not a start. So maybe the blacksmith's optimism wasn't as misplaced as the younger faunus initially thought.

The white haired girl gave Ilia a soft, gentle smile. The chameleon faunus managed a small, but genuine smirk at the corner of her lips in response, actually maintaining eye contact this time. Ruby on the other hand -after noticing the distinct change in energy between the two other teens- was smiling widely from ear to ear as she looked back and forth between the human and faunus.

The blacksmith let out a thoughtful "hmm," before pushing himself up off the counter he'd been resting on. "Well put," he said, before walking back over to where Ilia was standing. "Now then, there's just one more thing I need to know before I can get started on this."

Domascus studied the other faunus carefully. Ilia recoiled a little as she found herself yet again under the tall man's scrutinizing gaze.

"When I make something like what you're asking of me, something dangerous, that could be used one of two ways, I like to get an idea of the kind of person I'm making it for." The bearded blacksmith's eyes traveled down to Lightning Lash on Ilia's hip, "I'm guessing since you're already carrying that bad boy around, this weapon isn't for you. So what can you tell me about the one that'll be using this?"

It was sort of an out of nowhere question, but one Ilia could understand being asked. She was asking this guy to create something that could do a lot of damage in the wrong hands. That wasn't something the chameleon girl would want on her conscience either. Luckily the young faunus had nothing but complete faith in the girl receiving this weapon, all she had to do was pass some of that along to Dom. Which would be easy, all Ilia had to do was be honest.

"Her name is Carmella Lindt," the chameleon girl started simply, "She's another one of the faunus that came from Menagerie to stop the White Fang at Haven. I was one of the people in charge of training her and the others to get them ready to defend the academy, but I've kept on training with her personally even after we accomplished our mission that night. She's shown an incredible amount of skill and potential in the time I've known her..."

This was all well and good, but without even looking at the blacksmith's expression, Ilia knew she'd have to her a bit more personal. So after a deep breath, the spotted girl continued.

"... But she's more than just that. Carm cares about people, I can tell. She's kind, thoughtful, and determined to get stronger so she can keep helping and defending others."

Ilia's gaze drifted off to the side as she smiled to herself. "I mean sure, she can be a bit... overzealous sometimes. Rushing head first at a problem with little regard for her own well being, but that's only because she just naturally always puts others before herself... maybe a little too much."

The older faunus continued to study Ilia once her description was complete. He ran a hand through his black beard a few times. Since he didn't say anything when Ilia had stopped talking, she decided Domascus needed a little more out of her, so she kept talking;

"A-and... I kind of screwed things up pretty bad with her this morning."

Carmella's sad face ran through the chameleon girls mind yet again. It's presence a constant reminder of the spotted girls mistakes.

"I guess this is all part of me trying to make it right with her."

More silence filled the shop. Dom raised an eyebrow, his brow furrowed, and his lip curled up in a thoughtful expression.

"You care about this girl?"

A wave of heat rushed to Ilia's face at the blacksmith's follow up question.

W-what did that have to do with anything!?

I mean, it had to be pretty obvious to anyone that she did. She wouldn't have done all of this, or persisted through every setback along the way, if Carmella wasn't important to her. However, feeling a certain way about someone was easy compared to actually coming out and admitting it out loud.

Then again, it wasn't like Carm was here to hear any of this anyway. Not to say that Ilia necessarily didn't want the rabbit girl to know how she felt about her, but she just... wasn't ready yet.

Whatever... If it helped move things along here, Ilia decided to play this increasingly eccentric blacksmith's game.

"... Yes, She... means a lot to me..." the chameleon faunus finally admitted, her spots going a rosy, warm pink. She felt corner of her lips curve upwards. It was like it was impossible for Ilia to even talk about Carm without a smile on her face. "And I truly believe with all of my heart that she will only ever use this weapon for good, because that's just who she is. Also she... she inspires me to want to be better too."

Suddenly it was like a huge weight was lifted from the young faunus' heart. Somehow just saying the words -even if the person those words were for wasn't present- made the feelings Ilia had been repressing all this time a bit more... manageable.

The blacksmith smiled down at the spotted girl. For once, Ilia was almost glad her faunus trait forced her to wear her emotions on her sleeves. In a way it helped to convey the thoughts and feelings that she was still holding back, and when it came to Carmella, caring about her was just the tip of the iceberg for Ilia, but that was all she was ready to accept at that point.

"Aaaaaaww- ow!"

A voice crying out in pain had Ilia spinning around towards the other two girls in the room... whom she may have forgotten were even here.

Ruby was slightly hunched over, rubbing her side where Weiss -judging by how she was standing- had just elbowed her. The white haired former heiress looked up and saw the look the chameleon girl was now giving them and sighed.

"We'll wait outside," Weiss said, turning to leave and walking past her partner.

"W-wait!" Ruby cried out, "I didn't even get a chance to look at the weap- Ack!"

The darker haired girl was cut off when her partner grabbed the end of her hood's cape, and dragged team RWBY's leader out the door.

Putting the mortifying moment aside, the flushed lizard girl turned back to Dom. The taller faunus was wearing an enormous smile, and let out another one of his signature, bellowing laughs.

"Alright, now we can get to the fun part."

With that, the two a began going over the more intricate details of Ilia's weapons design. Stuff like materials, the blade modifications Ruby had suggested, as well as a few extra bits of... personalization Ilia believed Carmella would appreciate. The older faunus also had a bit of his own insight to add, the kind that only a master of his craft could offer, and Ilia was all too happy to accept his help as well.

When all was said and done, Dom gave the younger faunus his estimate on what the commission would cost. Ilia was glad she'd gotten the "friends and family" discount upon seeing the price tag. In the end she'd spent nearly all of her inheritance on this purchase. Not that Ilia cared, because the- apparently not nearly as large as she thought- sum of lien was gone and spent, no longer weighing heavy in her mind and in her pockets, and it helped knowing it had gone to a great cause.

The planning was all set, now all the chameleon girl could do was wait for Domascus to work his magic. She bid the horned faunus farewell and went to leave his shop, but stopped herself at the doorway. There was just one more thing she had to know, a question that had been brewing in Ilia's mind ever since she'd first laid eyes on the proprietor of the Horned Anvil.

"Hey... um... Dom?" The spotted girl asked. She still wasn't entirely comfortable referring to this man she'd just met by his first name, but that's what he'd asked her to call him.

The bearded faunus has been about to disappear again into his workshop, but stopped halfway, leaning back into the view of his most recent customer. He raised an eyebrow at the girl, prompting her to continue.

"I just wanted to know..." Ilia stopped, suddenly realizing that this might be seen as a pretty rude question, but she'd already started talking, so...

With a deep breath to build confidence, the chameleon girl got to the point. "Look, I'm sure you're aware, but you don't see a whole lot of our kind walking the street in this part of the kingdom, let alone one running a successful business up here. I guess what I'm asking is; how did you manage all this?" Ilia gestured to the building around them.

The blacksmith looked surprised before finally stepping back into the room proper. He let out a quiet chuckle before leaning onto the counter between Ilia and himself. "Well, I'm not gonna say it was easy or anything, but I love my work, and I don't mind saying I'm pretty damn good at it too," Dom said with a small grin. "I'd like to tell you I was just determined and too damned stubborn to give up until I made it, but honestly that's only half the battle. Truthfully, I couldn't of done it without help... a lot of help actually, and not just from other faunus."

Ilia cocked her head to the side in confusion. "Humans... wanted you up here with them?" she asked.

"Eh... not many of them at first," the blacksmith explained. "And yeah, some were more... vocal in their disagreement than others when I decided to set up shop here, but it does pay to have friends."

Friends... Ilia thought back to when Ruby had declared them just that a few moments ago. At the time everything had been so hectic, what with the blacksmith's sudden change of heart, the younger faunus hadn't really had a chance to process it. The hood wearing girl had just said it so... effortlessly, like it was the simplest, most obvious thing in the world to her. In reality, she barely knew Ilia at all, and it wasn't like the chameleon girl had done a lot in the short time they'd known each other to appear "friendly".

"... people like Temper," the horned faunus went on, "she was the one who convinced me to move up here actually. She probably could have taken the place for herself if she wanted, but Temper isn't much for the spotlight. Besides, she's got a family to think about, moving there whole lives would just be a hassle, or at least that's what she told me. Honestly, I stand by what I said about her just being a big softy. Pretty sure she just wanted to help a buddy out is all." The blacksmith's smile grew. "But yeah, she not only told me about the location, but even helped get my foot in the door with the permits I needed. She can uh... be persuasive when she wants to."

Somehow Ilia didn't find that so hard to believe.

"After a while, lots of folk up here accepted me, or the very least, realized I wasn't going anywhere, and we started working together, not against each other. Long story short, I made some friends, some enemies, but in the end, I found a place of my own. Point is, kid, you ain't gonna get far in the world without giving people a shot, even the ones without an extra set of ears, or a beak, or whatever. You gotta learn to trust others."

The other faunus' words tumbled around Ilia's brain a moment. She... wanted to trust Ruby, maybe even Weiss too if she was honest with herself, but trusting humans?... Was she really ready to put herself through that again? After all, last time she thought she'd made friends with a group of humans her own age it had ended with them attacking her like an unruly mob. Even years later, Ilia could still remember the feeling of their judging, fearful eyes on her as they discovered her true heritage, the hands grabbing onto her, holding her down. She was... afraid to try trusting again.

Then again, that relationship had been built on the lie that Ilia was human, it was doomed to fail from the start. Was this her chance to build something new? Without any secrets or metaphorical time bombs waiting to go off and ruin it? Ilia was wracked with indecision and doubt.

"How did you know?" Ilia asked, rubbing her left forearm up and down to steady her nerves as the trauma of her past reared its ugly head, "How did you know who to trust?"

A long sigh was the only response the chameleon girl received at first. Dom ran a hand over his head, between his horns. "Suppose I really didn't at the time," he finally went on to say, "and yeah, I've had a few of those trusts broken over the years, but I've also had just as many that were formed tough as steel, that'll last a lifetime and a half. I guess what I'm saying kid, is that only you can judge who's worthy of your hard earned trust. Sure, you might get hurt along the way, but a life without other people in it? To not only share in your success's, but also help you through the hard times? Sounds like a pretty lonely one to me, kid. Sometimes it can be scary to trust your own judgement, especially if its failed you in the past, but believe me, it's worth it to at least try."

Ilia pondered the blacksmith's answer a moment longer, before giving a slow, thoughtful nod. She still had doubts, but the young, untrusting girl had been given much to think about.

With a knowing smile on his face, Domascus pushed himself up off the counter. "You should get going, kid. Your friends are out there waiting, and I've got a lot of work to get done. I'll see you in the morning to pick up your order."

With that, the Horned Anvil's owner stepped back into his workshop and out of sight, leaving Ilia standing there, his words still running through her head. Eventually, the spotted faunus turned and left the shop, the thoughtful look remaining on her face.

Sure enough, as soon as she stepped outside, a familiar looking duo was waiting for her, one in red, the other white. The two seemed to be talking amongst themselves, and it didn't look like they'd noticed Ilia exiting the shop.

It would have been so easy for the chameleon girl to use her semblance and slip away at that point. Ruby and Weiss probably wouldn't have even held it against Ilia if she did, but that was exactly why the spotted faunus couldn't bring herself to do it. They'd shown Ilia a lot of kindness today, and in the spirit of the lesson she'd just had imparted upon her, that meant they deserved a chance at least.

So, quite out of character for Ilia, she walked right up to the two of them, waiting for their conversation to pause. Turns out the faunus didn't have to wait long, as soon as she was in eyesight both girls turned to face her.

"Hey..." Ruby started, sounding slightly dejected, "Sorry if I made things weird in there, I didn't mean to eavesdrop."

"Oh, that's okay," Ilia replied as she began nervously fiddling with one of the long strands of hair hanging over her ear. "Um... thanks for... saying all that back there. It uh... really helped out. I owe you one, both of you," the faunus gave Weiss an appreciative look as well.

A flicker of surprise went across the white haired girls face, only barely noticeable, before the former heiress recovered with a smirk. "You're welcome, but you know, we didn't say those things so you would 'owe us one.'"

"Yeah," Ruby cut in, "you really did save all our butts that night at Haven, you and the whole militia. All we want in return is to get to know you better!" Weiss nodded in agreement with her partner.

Ilia just stared at the two humans for... what might have been considered too long, but for the life of her couldn't sense any attempt at deception or ill intentions from either of them. Ruby was easy to read, the girl might as well have been an open book, and -if the chameleon girl had to guess- she was probably a terrible liar to boot.

Weiss was... trickier, the girl clearly had a lot of experience hiding her true emotions, like Ilia did. If it hadn't been for their little "altercation" earlier, the skeptical faunus definitely wouldn't have believed a word from her mouth. However with the newfound perspective she'd gained, Ilia actually believed her.

It all felt so... off to Ilia. She'd spent a lot of her life struggling to gain the approval of others, to prove she was worthy of their trust and respect, especially during the White Fang days. First with Sienna... then regretfully, with Adam, and once she'd been shipped back to Menagerie after that maniac had left his mark on her, Corsac and Fennec had held her reigns. Back then Ilia had been so eager to please and work her way back into the organizations good graces.

But now? Here were two people- two humans, no less- that seemed willing to accept her without a single string attached. If Blake had told Weiss about Ilia's parents, there was a a good chance she knew a fair deal more about the chameleon girl's past as well, and if the former heiress knew, there was a good chance the rest of team RWBY did as well. Yet still they seemed to be willing to give the spotted faunus a chance.

Such acceptance... it still felt weird to Ilia. Was it supposed to be this easy?

"... buuuuuuuut," Ruby continued, as devious look appearing in her bright silver colored eyes, "If you reeeeeeeally wanted to make it up to us..."

There it was. Ilia knew there would be fine print here. Nothing in life came free or easy, especially not for her. Oh well, it was better to have just gotten it over with before she'd really gotten her hopes up.

"... you could always decide to hang out with us today... maybe accompany us to a certain bakery I might have mentioned..." The darker haired girl held both hands up to each side of her face yet again, no doubt trying to remind Ilia of the sheer majesty of the aforementioned cookies that awaited them.

Again, the chameleon girl found herself just staring at the other girls. That... that was it? That was all they wanted in return? Just Ilia's... company?

The pony tailed faunus let out an exhausted sounding laugh, her eyes closing in relief. She'd been treating this whole exchange like she was locked in some kind of epic, 4D chess game or negotiation, trying to stay eight moves ahead of her opponent, when in reality, it was all so much less complicated than she was making it.

These people wanted to get to know Ilia, and that was all they wanted to do. They weren't trying to make her prove herself worthy of their acceptance, they were offering it freely.

It was funny really, there'd been a time when Ilia would have seen such blind openness to others as a weakness, a sure fire way to leave yourself open to eventual betrayal and disappointment. Now though? Well...

After letting out a deep sigh, Ilia opened her eyes. "Sure," she said, a relaxed smile on her face.

She honestly wasn't all too crazy about sweets, but if this was what it took to make up for help she'd received, then the young faunus was more than happy to oblige. Who knows, if she wasn't careful, she might even have a little bit of fun too.

Ruby seemed over the moon by Ilia finally accepting her offer, pumping both arms wildly in the air. Weiss' reaction was much more subdued by comparison, but she still showed her own signs of excitement in the refined and dignified way that Ilia was beginning to associate with the former heiress.

And so the three of them headed off. Ruby and Weiss in the lead, and Ilia following closely behind. The white haired girl was technically supposed to be leading the other two, seeing as how she was the only one of them with any idea where this fabled bakery was, but with Ruby constantly bouncing around the entire time, excitedly taking in all the new sights of Mistral, it was more like Weiss and Ilia were following her instead.

The spotted faunus just smiled quietly to herself, taking in the antics of the other two girls. She still felt out of place here in this part of the kingdom, her feelings about the disparity between this class of people and the ones that lived below were still valid in her mind, but at the very least, not traveling the streets alone helped to distract her from all of that, if only for a moment.

There was a sense of change in the air around Ilia as she walked the kingdoms streets. Maybe not a great deal of it, but it was still present.

Don't get her wrong, the young faunus wasn't about to forgive humanity for their crimes against her kind and herself, and her feelings on companies like the SDC definitely hadn't changed in the slightest. But she'd made the choice to start trying to trust other people again, even humans.

It was all thanks to these two, Ruby and Weiss. They were willing to give Ilia an opportunity, and she'd chose to give them a chance in kind. A real chance, not just some facade the chameleon girl put up in order to appease Blake. This time she'd genuinely give this a shot.

All this time Ilia had been trying to be better than she was, and the jury was still out on whether or not the chameleon girl had made any progress there, but if nothing else, what she was doing right now was something the old Ilia wouldn't have even considered.

So if being better was proving too hard for her right now, then Ilia could at least try to be different than she was. That was as good a starting line as any.

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A/N- There it is. My version of the Ilia and Weiss confrontation we never got. Hope you enjoyed.

Oh, and real quick; After writing this chapter, I have to say, to all you Prismatic Ponytail fans out there...

I get it.

Be sure to leave a review letting me know what you thought about my take on this interaction! I look forward to having these two play off each other more in the future! But for now, I think it's time to check in with Ilia's actual girlfr- I mean, Carmella.