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.

19. Chapter 19

A/N- Alright, last chapter in this batch, and it's a long one, just for you, three people out here who enjoy this. Spoiler warning: I count as one of those three.

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Truth be told, the chameleon girl wasn't sure how long she'd sat there, tears flowing like they'd never stop, holding on for dear life to Carmella, who continued to gently rub the other faunus' back. Ilia didn't even care as the rabbit girls hand glided across where her scars were hidden, she trusted the other teens touch, the spotted faunus almost melting into Carm's embrace.

Eventually, the tears did stop, or rather, it felt to Ilia like she simply didn't have anymore to shred, at least right now anyway, but regardless, the chameleon girl still didn't let go, as she continued to bathe in the newfound comfort she felt in Carmella's arms.

The spotted faunus buried her head into the area between Carmella's shoulder and chin, taking in the familiar scent of the rabbit faunus' shampoo with each breath she took. The intoxicating tropical aroma of berries and coconut helped to calm her nerves.

Ilia still wasn't used to this, leaning on another person, emotionally or physically for that matter. Hiding her feelings had been such a huge part of her life for so long, since she was a kid even, hiding in plain sight among humans, keeping her thoughts and feelings in check at all times, at the risk of changing colors and exposing herself. The idea that she could be with someone without having to worry about hiding anything, it had never even seemed possible, but for some reason, everything seemed possible around Carmella.

The best part though, was that at no point during Ilia's breakdown, while she clung so desperately tight to the other faunus, with her tears- and most likely snot as well- leaking out onto the rabbit girls shirt, at no point did Carmella let go. Even once the spotted faunus' sobs had quieted, and her grip loosened, Carm still refused to be the one to break the embrace, and she never would, not until Ilia was ready for it to end.

With one final sigh, Ilia reluctantly freed herself the rabbit girls grip. She returned to her normal position, sitting next to Carmella, hands in her lap. The chameleon faunus resumed starting off into the courtyard containing the CCT below, not ready to look at her long eared companion just yet. With her sadness spent for now, Ilia was left feeling slightly embarrassed by her uncharacteristic and overwhelming display of emotions.

"Have you told anyone else about this?" Carmella said, still sitting close by, in case Ilia needed her again.

"Blake knows, her family too, and a few others from my White Fang days," Ilia answered, her tone returning to its usual calm demeanor.

"I meant like... professionals."

Ilia wiped away the remaining wetness from her eyes and cheeks before turning to Carmella. "What, you mean like... therapy?" she asked.

The rabbit faunus nodded, her long ears still hanging over. "Don't get me wrong, I'm not saying that I mind listening or being here for you or anything. I just meant... Well, there are definitely people out there who are one hundred percent more qualified to help you with this kind of thing."

The idea of psychiatric help had crossed Ilia's mind before, she'd actually even had a couple of sessions with a therapist when she was younger, at Kali and Ghira's behest, back when she'd been getting in fights at school. She hadn't really been too receptive to it at the time, mainly doing it to get her surrogate parents off her back. Was it worth trying again now that she was more mature? Ilia had issues, that much was for certain, but the idea of sharing those highly personal issues with a stranger made the young faunus feel a little uncomfortable.

"It's okay, I just wanted to throw it out there," Carmella chimed back in. "Just know that if you ever want to try and find someone to talk about this kind I'd stuff with, I'd be more than happy to help you."

As always, Carmella's continued patience towards what was obviously a very sensitive issue for Ilia was apprenticed. Therapy was an idea, but the chameleon girl would need a little more time to think it over.

There was yet another pregnant pause between the two, then Carm quietly asked; "Were there any others?"

"Others?"

"Kids like you... who lost there families in the accident."

"A few," Ilia answered after a depressed sounding sigh. She was still a bit upset, but more resigned to talking about this subject now.

"Mining work isn't exactly the kind of job people with families or a lot to lose usually take, unless they're desperate of course. Then again, "desperate" probably describes ninety nine percent of the people living in Mantle..." The chameleon faunus turned to the girl next to her, "I didn't really try to get in touch with any of them, if that's what you're asking."

The spotted girl had briefly tried looking up some articles about the accident a few years after it'd happened, but didn't get far before quitting. That's were she'd learned about the other children that had lost their parents and loved ones in the explosion. However, seeing the long list of names of the casualties had proved too much for the young Ilia, and the idea was abandoned as quickly as it had been started.

Carmella hummed thoughtfully, but otherwise dropped the subject. "So... what happened next?"

"After that?..." Ilia spoke, but then hesitated a moment before answering. She'd been so focused on dropping the metaphorical bombshell that was her parents fate, the spotted girl had completely disregarded what took place afterwards.

"After that... well... I... was moved around the kingdom a bit, until I eventually ended up getting sent off to Menagerie."

Was that the whole truth? Not in the slightest. The omission of what happened at Laurel Prep when Ilia had learned of her parents fate made the chameleon girls stomach twist. She'd promised Carm the truth, she hadn't forgotten that, but... the way she'd attacked those other students, the unhinged violence she'd exhibited at such a young age... the spotted faunus just couldn't bring herself to dig into that particular can of worms just yet. It wasn't a "lie," per say, but it wasn't what she'd promised either.

It was funny in a way, there was a time Ilia had been proud of that story, proud that she'd defended herself against those humans. She'd shared the tale with what she considered only her closest of confidants, barely a handful of people, but the chameleon faunus just couldn't bring herself to do so with Carmella, not right now anyway.

It was different from the other secrets she'd kept though, this one wasn't being withheld out of trauma, or repressed feelings, it was out of shame. It was a little embarrassing to admit to herself, she did her best to block out other peoples opinions of her, but the spotted faunus had begun to put a lot of stock into what the rabbit eared girl thought of her. Ilia was afraid her friend would think she was some kind of psychopath if she learned what had happened. That wasn't who Ilia was... Not anymore, anyway... at least she hoped so...

Anyway, it was such a a small detail in the grand scheme of things, it could be addressed later.

"So how did you end up on Menagerie of all places?"

Carmella's continued parade of questions helped the guilt stricken chameleon girl believe she'd successfully dodged the topic, not that it made her feel any better about it. However, Ilia was glad to move past it for now, but Brothers, trauma dumping was exhausting. Her throat felt unbelievably dry from talking for so long, not to mention that while they'd managed to traverse one of the larger mountains of misfortunes in the young faunus' life, Ilia knew there were more to come, and her energy reserves were dwindling.

Perhaps unsurprisingly, the emotionally attuned rabbit girl seemed to pick up on this. "Oh crap, you've been talking for a while, haven't you?" Carm said with an apologetic look in her eyes. "Want me to tag in for a bit?"

Grateful for the chance to recover, and to learn more about her long eared companion, the spotted faunus nodded. Although, she did find it odd that Carmella was able to pick up on her tiredness, but not on the lie-

No, not a lie, just a omission- Ilia was quick to internally justify to herself.

Whatever she wanted to call it, it was just strange that the other girls semblance hadn't picked up on it. After all, she'd been able to tell when Ilia had been hiding things before.

Choosing not to dwell on this, the chameleon girl wrote the situation off as just luck. Carmella's abilities were still new to the rabbit faunus, there were bound to be a few slip ups. Ilia would just accept the reprieve for now. Besides, she was sure Carm would find a way to coax it out of her later, like she usually did.

Speaking of the rabbit eared girl, while Carmella had offered to "tag in," as she'd put it, Ilia had been so lost in her own thoughts she hadn't realized the other teen hadn't started talking yet.

The rabbit faunus seemed hesitant to continue, until she noticed the other girl giving her a strange look. "Uh, sorry, sorta forgot were I left off," Carmella said with an embarrassed smile.

"You we're telling me about your family," Ilia reminded the other girl, settling back in to listen.

"Ah, right, my family, let's see..." the rabbit faunus replied, still sounding oddly reluctant to talk for some reason.

It took a moment for Ilia to realize what was happening here, and maybe she only did because of the link the two shared, but once she did, the chameleon girl sighed.

"You know, I didn't tell you about what happened to my parents for you to feel guilty telling me about your own."

The nail was hit directly on its head, Carmella's rabbit ears shot up straight, before sinking down low over her head. The brunette faunus looked down, dejectedly, at the roof tiles the two sat on.

"Sorry," Carm said quietly, "I didn't want to... you know, rub salt in the wound, or whatever..."

Ilia understood, and she wasn't mad at Carmella for trying to spare her feelings. This was quite the revelation to drop on someone you'd only known a short while. The rabbit girls guilt was so heavy the chameleon faunus could practically taste it in the back of her throat.

She wanted to do something to put Carm at ease. Ilia looked down at one of the other girls fingerless glove covered hands next to her, and without an ounce of hesitation, reached over and covered it with her own.

The reaction to this from the rabbit girl was much more subtle than before. She raised her head, her caramel colored eyes darting from her entwined hand, to the face of the spotted faunus sitting next to her. Carmella still looked surprised, but not overwhelmed this time. It was almost as if the two of them were becoming accustomed to each others touch.

"It's alright, Carmella," Ilia started, her smile heavy under the weight of the hardship she'd endured. "I've had years to come to terms with my loss, and even though I still haven't quite dealt with all that baggage just yet, at the very least I've learned not to resent other people just for having what I don't. All I do ask in return is that you respect me enough to know that I can handle my own emotions."

There was a harshness to Ilia's words, but it was necessary. She wanted to Carmella to know she was serious, that she wasn't just saying this to put the other faunus' mind at ease.

"Besides," Ilia continued, leaning her head back, closing her eyes, and getting comfortable, "I like listening to you talk."

This did elicit a reaction from the other girl, the spark of warmth traveled up Ilia's arm from her hand- still on Carmella's- and into the chameleon faunus' chest. She cracked open an eyelid to look over at the brunette next to her and caught the thin, but giddy, smile that spread across her face.

The two girls leaned back into the sloped, tiled, roof beneath them, still hand in hand, staring up into the star filled sky above them as they continued to share each others tales. Things continued on like this for hours, and whenever one of them started running out of steam, the other would jump back in, ensuring the momentum oft the conversation kept going.

Ilia was surprised by how effortless the sharing became after a while, considering how much she'd fought against it for so long. The chameleon girl told Carm about how the Belladonna's had taken her in, become a second family to her, and Carmella informed Ilia of the nightmarish lack of privacy that came with being the middle child in a family of six.

They shared stories from there school days too, having attended academies that were only one district apart from each other as it turned out. There weren't a ton of schools on Menagerie, but it turned out there were enough for the two faunus to have just missed attending the same one. Most of Carmella's stories from those days ended with laughter, usually at the rabbit girls own expense, while Ilia's endings tended to drift more towards "... And then I punched them in the face." However, rather than being mortified by the chameleon girls... perhaps overly aggressive school life, Carm actually responded with her own story of a fight she'd gotten in back then.

"There was this guy..." the rabbit girl began, and with that speck of information, Ilia could almost immediately guess where the story was headed, "we weren't even really dating or anything, just stupid school drama really, but apparently he didn't see it that way. Plus he had certain... ideas about rabbit faunus and there... 'promiscuity.'"

Ilia knew exactly what stereotype Carmella was referring to, and much like every other one humanity had come up with for her kind, the chameleon girl never put much stock in it, since it was born out of ignorance. Debasing a faunus down to the animal that their trait represented was a common practice among humans, and unfortunately such rumors and assumptions had been absorbed by their own kind as well. The faunus really were there own worst enemy sometimes, Ilia knew that much firsthand.

"... So anyway, one day he came up to me in the hallway at school and started laying it on extra thick," Carmella continued, clear disgust in her voice. "I'd been ignoring him for a few weeks at that point, which apparently he took as 'playing hard to get,' but the things he said to me had my blood boiling. Long story short, I'd had enough, and told him off right then and there, in front of a huge crowd of students. His bravado disappeared pretty quickly once I started in on him, and once it was done, I turned to walk away, and I guess he took that personally or whatever. He grabbed my shoulder before I could take two steps, and I... maybe, kinda, sorta, might've... tossed him onto his ass right there in front of everyone."

"No way," was all Ilia could say in response. She'd never once imagined Carmella as a pushover or anything, but the idea of this earnest, kind, cute little rabbit girl throwing some overly-hormonal dude-bro over her shoulder like a sack of potatoes was... well, Ilia would be lying if she said the mental image it created wasn't doing something for her.

"Yeah," the rabbit girl went on, using her free hand to cover her face in embarrassment, but the grin on her face told a different story. "My parents were... less than thrilled, not to mention my teachers. I ended up getting a weeks detention and having to write an essay on 'How violence is wrong' and stuff. But for what it's worth, that creep never bothered me again. He tried to play the victim at first, but with a whole crowd of witnesses he found himself without a leg to stand on pretty quick. Doesn't make the whole thing any less embarrassing though."

Carmella removed her hand from her face, still looking a little sheepish. "So yeah, not really my proudest moment, but I guess I taught him what rabbit faunus are really capable of."

Ilia gave a quiet chuckle and smiled. "Guess you did."

This girl... was something special.

Then it was Ilia's turn to talk again, and unfortunately, that meant it was time to get into her White Fang days.

It started simple, with the rallies the chameleon girl attended with the Belladonna's. She'd attended practically every one that she was able to, with Blake at her side. She explained about how while it had been a little overwhelming at first, eventually Ilia started to enjoy the chance to speak out against the injustices her people faced, as well as let out some of that pent up aggression she had.

Then came the changes, the formation of splinter groups in the Fang's ranks, the faunus starting to lean towards more extreme acts against humanity, and then finally; Ghira stepping down as high leader, unwilling to support the growing violence. That had more or less been the death of the organizations conscience, and Ilia had been all too ready to follow suit.

It was tough, digging through past mistakes like that. Ilia didn't go into great detail on the things she'd done... or seen, there wasn't nearly enough time to get into all of it, but she did her best to convey the intense, relentless guilt and regret she still felt about those days. She'd hurt a lot of people, not just humans either, her own kind. The chameleon girl had allowed herself to become a blunt object for her elders to swing at whatever they didn't like.

Throughout the entirety of Ilia's tale, Carmella was silent. This made the spotted girl nervous at first, but all she had to do was take one look at the other faunus to tell she read no reason to be. There was no silent judgement in her friends eyes, no resentment, or condemnation, Carmella was just listening, and continued to do just that as Ilia went on.

Maybe this shouldn't have come as such a surprise to the pony tailed faunus, considering Carm was already aware of the rumors surrounding Ilia that had been making the rounds all over Menagerie. Granted most of them were exaggerations, created out of fear, and not at all helped when the chameleon girl took the fall for the Albain's crimes, but for every lie and embellishment there was a nugget of truth hidden within. Regardless of what her friend thought once all this was over, it was just nice for Ilia to be able to share her side of the story for once, with someone who'd actually listen.

Eventually, much to the spotted girls chagrin, they got to the big one, the crescendo of Ilia's trauma, the worst day of her life- a close second being the one where she'd lost her parents- it was the day Blake disappeared, leaving the White Fang, and Ilia, behind, and not to mention, the aftermath of her friends choice.

That one hurt to dig up again, but the chameleon faunus knew she had to. That was the crux of the matter after all, the incident that led to the scars that Carmella had found out about less than twenty four hours ago, much to Ilia's dismay. It was the reason the two of them were sitting here now, having this talk.

This was the only part of the spotted girls recounting of her days with the White Fang that seemed to evoke a reaction from Carmella. When Blake's sudden abandonment of Ilia was revealed, there was a flicker of confusion in the rabbit faunus' expression. Apparently the cat girl had neglected to share that part of her story, and with the confusion, Ilia could sense a tiny flare of anger in the sea of Carmella's soul. It was tough for the spotted teen to argue with the sentiment, but as angry as a part of her still was at Blake, at least she had a better understanding of events thanks to her talk with the cat faunus earlier, and she did her best to pass that understanding along. The last thing Ilia wanted was to pass her misguided resentment for Blake on to someone else.

However, the spark of indignation in Carmella at hearing about Blake's hasty exit from Ilia's life was nothing compared to blazing inferno that roared to life when the subject shifted to Adam.

Obviously, Ilia wanted to spend as little time as possible dwelling on the events of the morning after the raven haired cat girls disappearance. She couldn't let herself get trapped there again mentally, in that tent, with the coarse ropes digging into her wrists, and the searing hot pain all across her back, with the cold, black, lifeless eyes of Banesaw's mask staring at her as Ilia scr-

Just as the chameleon girl began to slip back into those dark memories, just as her breathing began to pick up, and a distant look filled her eyes, Carmella was there. All it took was one squeeze of their still entwined hands to remind the spotted girl where she was, who she was with, and that she was safe. The hate the long eared faunus felt that had been directed at Adam Taurus was instantly replaced with concern and care for Ilia. She sat the two of them up straight and wrapped her arms around the trembling chameleon girl, that was when Ilia realized that Carmella was shaking slightly as well.

"It's okay," the rabbit faunus said softly into the other teens ear, "I get it, you don't need to talk about it if you don't want to."

True to her word, that was the end of it, and another brief moment of quiet, with the two girls taking comfort in each other to calm their nerves, the sharing continued.

Carmella jumped back in, telling Ilia about the incident with the Huntress and the Grimm that had first sparked her interest in the lifestyle all those years ago. It made sense that the rabbit girl would idolize someone who'd saved her life like that, especially as a kid. Carm was incredibly lucky though. Nine times out of ten in this world that kind of story did not have a happy ending.

Then it was Ilia's turn again, and she got into the dark, hazy few months that followed her expulsion from the Vale branch of the White Fang. Recovering from her injury, finding out what had become of Blake, and then becoming a puppet for Corsac and Fennec, not her proudest moments. Honestly, the chameleon faunus had little recollection of those days, she'd been so full of spite and rage at the time, lost without her best friend at her side, up until the day Blake miraculously returned out of nowhere.

She remembered the day the Albain's had told her the cat girl was back. The conflicting swirl of emotions Ilia had felt in that moment, which only grew once the fox brothers ordered her to spy on her former friend.

She remembered camping out in the woods for days, on the edge of the Belladonna's property, just watching Blake and the rest of her family, as well as the strange monkey faunus that seemed to be attached to her hip. The more she watched, the more Ilia's misplaced anger grew, watching the cat eared girl trying to return a normal life, in the same home the two of them had grown up in together, like she hadn't left everything Ilia and herself had stood for in the dust, abandoning the cause, and her people. And it was all that unfocused seething she was doing that led to the usually quite stealthy girl being exposed and discovered.

It was actually kind of funny now that she thought about it. Looking back, the catalyst that had knocked her off her path of self destruction had been a scroll tossed haphazardly towards her hiding place. The device- Sun's, thrown by Blake in a fit of aggravation- had almost hit her square in the face while she'd been stalking the cat girl from in the trees surrounding the chieftains home. It might have missed, but the sudden flying object made an involuntary gasp slip out of Ilia's mouth, which blew her cover and had both Blake and Sun hot on her tail, a chase that ended with the pair in possession of Ilia's own scroll, with more than enough White Fang documents on it to get them invested in the fate of the faunus group, as well as the future of the chameleon girl herself.

Where would she have ended up if not for that errant device thrown in that million in one chance of a direction? Ilia didn't really want to waste time considering it right now, but did make a mental note to thank Sun the next time she saw him. He was a good guy, and the spotted girl couldn't help but feel like she'd taken him, and his bizarre determination to make friends with the girl who'd once stabbed him, for granted.

Anyway, that brought Ilia's story up to the night of the attack on the Belladonna's home. The fact that she'd had a hand in the assault wasn't really news to Carmella though, the whole island knew the chameleon girl had been there that night. What was surprising to learn was that Carm's brother had actually been there, at the chieftains home, fighting off the attack by the Fang. Ilia quickly ran through the faces she'd seen that night, trying to remember if she'd come across any rabbit eared guards in her path, but thankfully came up with nothing. Truthfully she hadn't done much fighting during the siege, aside from her battle with Blake, and then Sun, which in hindsight might've been seen as a clear indication of her reluctance to go through with the attack.

"... He saved my life, I still couldn't tell you why, especially after everything I said and did." Ilia said glumly, telling the tale of Ghira catching the falling piece of burning debris which would have without a doubt been the end of Ilia's story, "I guess Ghira always was a big softy."

"Well, duh," Carmella replied plainly, nudging the other girl with her elbow, the two faunus having returned to their earlier position, reclining back on the roof of the building, their hands still entwined, "he wanted to protect you."

"I guess so..." Ilia's responded with a shrug, "still not sure I deserved it."

"Well, we both know that's not true," the rabbit girl said, staring up into the night sky.

Ilia didn't respond.

"... Y'know, I've lost count of the number of times me and my dad have butted heads over stuff," Carmella continued. "Seems like it's always something between us. Schoolwork, chores on the farm, and don't get me started on when I said I wanted to join the guard," the rabbit girl gave a quick chuckle that faded into a sigh. "But... he's always had my back whenever I screwed up."

Curious, Ilia rolled onto her side, to better face Carm. The rabbit faunus doing the same shortly thereafter.

"There was a lot of times I thought I didn't deserve his protection too," she explained, looking down at the pairs entwined hands and tracing her thumb over the spots on Ilia's wrist. "Dads are just like that, I guess. Maybe that's why Ghira did what he did?"

"... Maybe," Ilia replied, much less gloomily than before, with a hint of a smile at the edge of her lips.

It was no secret how the chameleon girl felt about Ghira as a surrogate father, but she'd honestly never considered that he might feel the same towards her as an adopted daughter. Of course she knew the older faunus cared about her, that much had always been obvious, even to someone with her crippling level of self loathing, but after everything she'd done and said to hurt the Belladonna name, the fact that Ghira could somehow still see Ilia as a daughter, as an equal to Blake even... Well, regardless if it was true, it was a nice sentiment.

Storing away that particular nugget of information to dwell on later, Ilia refocused, she was almost finished here.

"Anyway, pretty sure you know what happened next," Ilia said, rolling back to her original position, facing up towards the midnight blue sky. "I left the White Fang, dodged some serious jail time thanks to a pardon from Ghira, and started preparing to stop Adam's attack on another one of the Huntsman Academies by helping to train the militia."

"Which just so happened to be joined by one of the more badass rabbit faunus on the island," Carmella cut in with a comically boastful sounding voice, holding a clenched fist out in front of her.

This earned the brunette an eye roll from Ilia. "Well, certainly one of the more reckless ones at the very least," she said, shooting the other girl an amused look. Need she remind her long eared companion that she'd run out into battle without an unlocked aura at the time.

"Hey..." was about all that Carmella could manage for a comeback to the painfully true statement.

The pout on the rabbit faunus' face made a short, hum of a laugh escape from Ilia. "Well, I suppose it was thanks to that kind of recklessness that we won," the chameleon girl added.

"More like we kicked butt, right?" Carmella corrected, her ever present smile having returned. "I mean, some more than others, wouldn't you agree, little miss 'scale a tower with her bare hands and save everyone's lives?'" The rabbit faunus added, moving her eyebrows up and down at the other teen.

Ilia scoffed, attempting to brush off the compliment, but was unable to repress the swelling pride in her chest, not helped by the pair of caramel colored irises locked onto her own, the eyebrows above them still insistently wiggling at her.

"It really wasn't that big of a deal, I just... wanted to help my people... to do the right thing... for once," the slightly flustered chameleon girl tried to reason.

It was true, that was all Ilia had ever really wanted to do, but at the same time, she knew her actions that night hadn't been entirely selfless.

"Actually, I don't think that's all," she explained, putting her free hand behind her head, just beneath her long ponytail, and looking upwards once again. "More than that, I think I needed to face him again. I needed to be there when we stopped Adam."

"I remember how it felt standing there, on the tower," the chameleon girl continued, a sense of melancholy behind her words. "I had been afraid of him for so long, maybe I still am, and I've hated him just as long, but at that moment, all I saw was a small, bitter man, looking to bring everyone else down to his level. Hardly even worth the effort of hating, if I'm honest. Don't get me wrong, I'm glad I was there to stop him from blowing up the CCT, but I guess I just thought it would feel... different, or I'd feel more, like closure, or something like that, but honestly, once it was all over, it feels like nothing really changed."

"Are you kidding?" Carmella asked incredulously, propping herself up on an elbow. "Of course you changed things, Ilia. You helped stop an act of freaking terrorism. If we lost another tower communication around the world would come to a screeching halt. You shouldn't sell yourself short like that."

"But I still-"

"Hup, up, up, up," Carm cut the chameleon girl off, raising the palm of her free hand to signal she wasn't done yet. "No, none of that. You are awesome, Ilia Amitola, and you need to admit that to yourself."

The obvious attempt at flattery made the spotted girl smirk, until she noticed the rabbit faunus was still staring at her expectantly.

"Well?" Carmella said. "Say it."

"Wait, you want me to actually-"

"Yup," The long eared girl confirmed. "I want you to say out loud; 'My name is Ilia Amitola, and I'm awesome.' Right here, right now." Then, just as the chameleon faunus was about to roll her eyes at how ridiculous this all was- "And you have to mean it too," Carmella cut in again, sternly, "I'm serious, I'll make you do it over if you don't, I've got all night, Amitola."

The spotted faunus was taken slightly aback by the commanding tone from the usually cheerful rabbit girl, not to mention being addressed by her last name, almost like Carmella was trying to scold her or something. Apparently the long eared teen was serious though. So, with a resigned sigh, and taking a moment to drudge up some level of sincerity, even if it was forced, Ilia complied;

"... I'm Ilia Amitola..." the ponytailed girl gave her friend a look asking if she was really gonna make her say this, to which Carmella merely nodded, completely stone-faced. "And I'm... awesome..."

Such boastful statements were certainly a stranger to the spotted faunus, a far cry from the often self-deprecating thoughts that ran rampant in her head. She wouldn't necessarily say she "believed" what she'd said either, but Ilia was able to at least understand the supposed purpose behind the rabbit girls exercise. The chameleon faunus was often her own worst critic, always belittling her own accomplishments. It was as if that voice in the back of Ilia's head was afraid of her gaining even slightest amount of confidence in herself. Maybe it was time to stop being so hard on herself? Call it another nugget of wisdom from the often aloof seeming rabbit girl sitting next to her.

The situation was still incredibly embarrassing for Ilia though. She was extremely glad no one besides Carmella had heard the incredibly cringeworthy statement she'd just been persuaded into making.

"There, you said it," the rabbit girl said proudly, "That makes it true."

"That's not even close to how that works, and you know it," Ilia replied with a chuckle. "But... thanks, I guess."

"Anytime," Carmella said with a wink.

The two settled back into their star gazing, giving the chameleon girl a chance to ponder things. Eventually, without any prompting, she began vocalizing her thoughts.

"Sometimes I wish I could see myself the way people like you do."

She heard Carmella shift next to her. "Give it time. You'll get there someday, I know you will," the rabbit girl said with another gentle squeeze of Ilia's hand. "Until then, I'll just have to believe in you twice as much, for both of us."

The chameleon faunus gave a quiet huff. Carmella made it sound so easy. Ilia still couldn't understand how the brunette saw so much good in someone who made so many wrong decisions, and Carm wasn't the only one that felt that way.

A smile tugged at Ilia's lips, she wondered how she'd gotten so lucky, she'd somehow stumbled her way into a life where she was surrounded by people with seeming unending amount of faith in her, and insisted she do the same.

"I want to believe you, I really do," the chameleon girl replied, her voice not exactly brimming with optimism, but also not entirely devoid of it either. She turned her head to look at Carmella again. "I'm not there yet, but I'm still thankful for the people that give me the chance to try."

The tip of Ilia's thumb on her still interwoven hand began tracing the other girls wrist, trying to mimic Carm's earlier action, when she'd been tenderly stroking the chameleon faunus' spots.

"... People like you, Kali and Ghira, and Blake, of course."

Almost immediately, there was a change in atmosphere. Carmella's body language seemed to shift. One moment she'd been laying there, staring back at Ilia, with a small, carefree smile on her face, but as soon as the chameleon girl had finished her sentence, said smile seemed to evaporate, and the other teens warm, caramel colored eyes drifted away from Ilia's blue ones.

"... Yeah... Blake," the long eared faunus said, not necessarily with disdain, but there was a hint of some kind of bitter emotion when she said the name, one Ilia wasn't able to pick up on, at least not right away, not when she was too distracted by Carmella's hand slipping out of her own.

It wasn't done aggressively or quick, the other faunus' exposed fingers seemed to slowly slide up Ilia's palm, before finally breaking contract, the hand coming to rest on the rabbit girls abdomen, joined by its counterpart. Almost immediately, Ilia missed the connection.

"... What about her?" the chameleon girl asked, worried about where this sudden change was coming from.

"It's nothing," Carmella replied, utterly unconvincingly. Ilia gave her rabbit eared friend a look to convey this, urging the other girl to continue her thoughts.

"I just... I get it, okay?" Carm went on, trying to casually brush her hair over her left ear. "You guys have been friends forever and stuff, and it's obvious from talking to her that she really cares about you a lot. I mean, I still don't get why she did what she did, leaving you like that, but I can tell she's trying to make it right. With everything you've been through together, it just makes sense that you two would be... you know..."

Ilia tilted her head in confusion. It might've been obvious to most what Carmella was referring to, but to someone as inexperienced in the field as the chameleon girl, the implications flew over her head.

"You know...?" the rabbit faunus prompted her again, trying to get her point across, but was still hesitant to outright say it, "The two of you are... close?"

The realization finally hit Ilia, and she recognized the emotions she'd felt radiating off the other faunus moments ago.

"Are you... jealous?" the spotted girl asked.

The rabbit eared teens head snapped back in Ilia's direction, a panicked look on her face. "N-no?" she replied, the quiver in her tone and blush in her cheeks giving her away. "Not unless there's something I should be jealous about..." she added timidly.

The chameleon faunus had to stifle back a laugh. Was that really all this was all about? "I think you've got the wrong idea about Blake and me," Ilia said with clear amusement still in her voice.

Now it was Carmella's turn to look confused for a moment. "Wait, so are you saying you're not into girls or-"

"Of course I am!" Ilia interrupted, perhaps a bit louder than she'd intended. The embarrassment alone was mortifying but the chameleon girl had to remind herself the two of them were currently trespassing, at what was basically still considered a crime scene.

The outburst made Carmella's flinch a little, her rabbit ears shooting up straight, before an amused giggle slipped out of the side of her mouth. Ilia huffed as she felt her spots flare up pink, realizing the other other girl had just been messing with her, not that she had any right to be upset. The spotted faunus may have been straight forward- more or less- when it came to talking about her past tonight, but Ilia might've glazed over her whole... situation regarding Blake. She'd told Carmella what she'd done, but not what she'd felt.

Could you blame her though? Ilia might not be an expert when it came to romance and stuff, but somehow she doubted that bringing up your former crush to your new one was a great idea. And of course, her reluctance to reveal this information had led to yet another misunderstanding between Carmella and herself. Now the rabbit girl was staring at her, the expression on her face pleading with the chameleon faunus for answers. It was time to set yet another record straight.

"The truth is..." Ilia began, rubbing the back of her neck awkwardly as she hesitated.

Come on. Of all the messed up parts of yourself you've shared tonight, this is where you lose your nerve?

With that bit of internal provoking, she continued, "... I was pretty crazy about Blake from the moment I first met her."

A flash of disappointment caused Carmella's face that made the ponytailed faunus' heart ache. "... Was?" the rabbit girl asked quietly, a hint of hopeful optimism in the word .

Ilia sighed aggressively, hanging her head. "Yeah... I was infatuated with her for years, but in typical 'me' fashion, I was too scared, too conditioned to hide my feelings to ever act on them. Then, eventually she got together with Adam-"

"Wait, Blake and Adam were a thing too!?" Carmella interjected, like Ilia, much louder than the currently breaking and entering pair should be.

Yeah, the chameleon girl had glossed over that little detail as well. She was still knew to this whole "sharing" thing, but Brothers was she proving to be bad at it.

"Wow... That's... that is an image in my brain now." Carmella said. "Definitely shines a new, dramatic, light on this whole scenario."

"Tell me about it," Ilia concurred with an exhausted eye roll, recalling all the headaches that particular relationship had brought. "The point is, with everything that's been going on these last few months, the chaos in the White Fang, and Adam making both of our lives miserable, Blake and I... we're still trying to figure out where we stand with one another, but I think I speak for both of us when I say that we've found we do better as friends- as sisters."

It was strange, those were the same words the cat eared girl had said to Ilia back on Menagerie, after the fire, once the two of them finally had the chance to talk, after the spotted faunus' feelings had been revealed only a few hours earlier. At the time, Blake saying that to her had been agonizing for Ilia to hear, but now, for some reason saying all of that out loud left the chameleon faunus with an immense feeling of relief, like she'd finally managed to accept how her relationship with Blake had been defined. The invisible weight that had been crushing down on her, that pressure the chameleon girl had always felt when she was around- or even just talking about- the raven haired cat girl seemed lighter. There was still baggage for Blake and herself to sort out, of course, but in that moment Ilia felt like she'd taken another important step in getting over her former crush.

To say Carmella seemed to take this news well would have been a colossal understatement. Ilia felt the equivalent of fireworks going off inside the other girl. Just pure excitement and happiness.

"Oh... well, I'm glad to hear that," Carm started, her face fighting a losing battle against the smile trying to overcome it. "I-I mean, I'm glad that you guys are still friends and everything," she quickly added, looking flustered yet again.

Ilia could only smile dreamily in return. It was clear Carmella cared about her, that had been obvious to the chameleon girl for a while now, but even now, with a majority of Ilia's dirty laundry laid bare for her to see, the fact rabbit faunus might still feel the same way...

This girl... really was something special.

As the ponytailed faunus gazed longingly at Carmella, it suddenly felt like Ilia's stomach was starting to twist into knots, and her heart rate began to pick up. Was... was this her moment? Was now the time to talk about... the other thing she'd brought this girl here for? Ilia had just admitted to herself how "obvious" it was that Carm cared about her, which wasn't nearly as obvious as how the spotted faunus herself felt about her, so what better time then now? While they were on the subject? She should. She would!

... But Gods, Ilia was still so nervous.

It seemed like no matter how many flashing neon signs she saw that screamed 'THIS GIRL IS INTERESTED IN YOU,' the chameleon girl just couldn't get past those last lingering doubts that plagued her mind.

It wasn't her fault really. Ilia's only other experience with romance was with Blake, and disregarding the utter train wreck that had turned into, she'd never gotten even remotely this far before. A confession of love- or even just "like," really- was just not something the ponytailed faunus could articulate on her own. There were a million things she wanted to say to Carmella, as the rabbit eared girl had noticed her staring, and adorably brushed her short hair behind her ear, but every word died in Ilia's throat mere seconds after it left her mind.

This was her chance! The mood was right- she assumed- all she had to do was muster up the nerve. All she had to do was get the words out, everything she'd wanted to tell Carmella since pretty much the moment they'd met. In what felt like an overwhelming feat of strength, the spotted faunus opened managed to just barely open her mouth and...

... But, for some inconceivable reason, Ilia couldn't do it, and she felt her confidence flicker and fail as she closed her mouth without a sound, and broke eye contact with Carm, looking away into the courtyard below.

The chameleon girl chided herself for her cowardice, but wasn't giving up just yet, not completely. There'd be another chance... she hoped... There just had to be.

"We should probably head back," Carmella said with a sense of deflation that did not go unnoticed by Ilia.

"Yeah..." Ilia responded, sounding just as disappointed, as she hopped up to her feet.

Carmella moved to join her, but seemed to struggle to stand. "Ah, dang it," she said, before giving Ilia an embarrassed smile. "My legs asleep, must have sat too long."

Ilia gave a quick laugh, before wordlessly offering the other girl a helping hand, which Carm gratefully accepted. With one quick pull, the rabbit faunus was vertical once again, but apparently, Ilia pulled a bit too hard, and the long eared teen stumbled on her feet... towards Ilia.

The speed with which the chameleon girl moved gave testament to her honed reflexes, as she crouched slightly to brace herself, before wrapping both arms around stumbling Carmella, catching her.

"You okay?" Ilia asked, not really in a panic, but more to confirm what she already knew.

However, as the rabbit faunus lifted her head, Ilia suddenly became acutely aware of their situation.

The two faunus were close, closer than they'd ever been, even while sparring during training, even closer than the handful of embraces they'd shared this last week or so. Ilia and Carmella's chests were pressed tightly against one another, held together by the chameleon girls arms, wrapped around the rabbit faunus, their faces only inches apart.

All Ilia could do was stare, wide eyed at the rabbit girls face, which was currently taking up one hundred percent of her view, locked onto those warm, inviting, twin pools of honey that she wanted to sink into forever.

The long eared faunus made no attempt to escape Ilia's grip, even once she'd recovered her footing. She merely returned the other girls stunned stare with her own. However, slowly and tentatively, Carmella's hands wrapped around Ilia's waist.

Almost every one of Ilia's senses were engulfed in the rabbit girl that she continued to embrace. Carmella was all she saw. Her scent teased at her nose. The rhythmic beating of her heart rang in her ears. The feeling of her hands as they snaked around her body sent an electrical surge up her spine. There was only one more of Ilia's senses that other faunus wasn't dominating, and the chameleon girls gaze drifted down towards Carmella's pink, soft looking lips.

Time slowed to a crawl. Carmella's look softened, her head leaning slightly to the side, but she made no movement forward to close the remaining speck of distance between the faunus. She was waiting for Ilia... just like she always had been.

A million different thoughts were running through the ponytailed faunus' head, but every single one was drowned out by instinct, by desire, and slowly Ilia leaned in, and-

"Hey! Is someone up there!?"

A sharp voice cut through the quiet night, making both girls stop, their bodies going rigid in surprise. Ilia's head turned to see beams of flashlights shining up from below the roof the two faunus were perched on.

Oh crap, the chameleon faunus thought. Maybe she'd slightly underestimated the diligence of Haven's security after the attack, or maybe Carmella and herself had been louder than they'd thought. Honestly, at this point it didn't matter, they'd been found out.

"Command, I have possible trespassers on the east side. Send reinforcements," the disembodied voice went on, but before the staticky voice on the other end could reply, Ilia acted.

She released her grip on Carmella, but only briefly, letting go of the rabbit girls body, then instantly taking her hand and activating her semblance. It was time to go.

To her credit, if Carm had been surprised by any of this, she made no sound as she was suddenly yanked by the chameleon girl away towards the edge of the roof facing the wall the two of them had jumped over from. Maybe she'd been too shocked to cry out? Regardless, Carmella recovered quickly, and before the pair even got to the end of the tile covered surface, she was keeping pace with Ilia as they made their escape, hand in hand.

The adrenaline coursing through both faunus made the jump back much easier. Carmella seemed to hesitate once they were on top of the wall- and it was hard to blame her, considering she was staring down a roughly sixty foot drop. Ilia, on the other hand, didn't even slow down as she fearless leapt off the structure and into the darkened forest surrounding the academy, dragging a helpless Carmella behind her.

"Aura!" Ilia harshly whispered to her partner in crime as they fell. She hoped the one word command would be enough for the rabbit girl to interpret that she needed to activate her souls protection before they hit the ground, otherwise... well, this getaway would get a lot more complicated to say the least.

The pair hit a few small branches on the way down- which the guards in pursuit probably heard- and Carmella let out a quick, involuntary, muffled gasp as the two fell- which they definitely heard.

The two faunus hit the ground with varying degrees of poise, Ilia rolled with the fall, landing in a crouch, while Carmella on the other hand, more or less flopped face first onto the dirt covered ground.

In a panic, the chameleon girl quickly took stock of her friends condition. Thankfully, it appeared as though Carmella had picked up on Ilia's quick instruction. There were no signs of any serious injury on the brunette faunus' body, although her clothes and face were absolutely covered in mud. Apparently the rain earlier that day hadn't completely dried in the heavily shaded forest. The outfit was ruined, but it was better than a broken leg. Ilia still felt guilty though, and made a mental note to go over proper landing strategies the next time the two of them trained together. You know, assuming they both weren't in jail or anything.

Carmella sat up, trying in vain to wipe away the dirt on her shirt and shorts, before spitting out a mouthful of mud and grass. She opened her mouth- probably to make a light hearted comment in spite of the situation- but was quickly silenced by Ilia putting a finger to her lips.

The stealthy chameleon girl looked over the other girls head to see more flashlights shining through the crowd of trees, accompanied by hushed voices, getting closer. She looked back over her shoulder to see a similar sight approaching from the rear.

This wasn't good. Usually Ilia's game plan in a situation like this would be to just sit tight, climb a tree, or even just remain perfectly still, relying on her semblance to ensure she went unnoticed. This time was different though, it wasn't just her that needed to not be seen, and... well... truthfully, she'd never actually tried to conceal a second person before. Ilia had played it off earlier as no big deal to put Carmella at ease, never expecting the two of them to actually have to worry about getting caught. So much for that.

But now wasn't the time to worry. Now they need to move. Ilia didn't so much care if she got caught, but she'd be damned if she'd let Carmella take any backlash for her stupid idea. So the ponytailed girl grabbed the rabbit faunus by the hand again, and the two took off, further into the woods.

One might think being able to block others perception would make any getaway easy, but Ilia's semblance wasn't perfect. For one, it worked much better when she was standing still, or at most, creeping very slowly, pretty much the opposite of the dead sprint Carmella and herself we're in. Not to mention it was hard to hide your presence when every twig, leaf, and rock you stepped on made noise, giving away your position, and that wasn't even taking into consideration the heavy breathing both girls were doing. Add on top of all that, the semblance took concentration on Ilia's part, and dipped into a finite source of energy to maintain. So yeah, definitely far from perfect.

It was fine though, the two of them had a head start on the police, or guards, or whoever had been patrolling Haven Academies grounds. There was no reason they couldn't slip aw-

Another flashlight cut off Ilia and Carmella's path, making the pair skid to a stop. The cone of light was narrow, its source was just around the corner of a rock formation, only a handful of feet from the two trespassing faunus, and getting closer.

Of course, Ilia chided herself internally. Because of course they had another sentry posted out here in the woods, that's what anyone with at least half a brain would do. That way they could cut off any intruders trying to escape. How could Ilia not consider that? However, there would be plenty of time for the chameleon girl to beat herself up over that later, for now;

Hide. Ilia's brain screamed, and she quickly whipped Carmella around in front of her, pressing the long eared girl's back up against the tall rock, before she quickly descended upon the rabbit faunus, covering Carm's body with her own, both hands slapping against the stone on each side of the other teens head. Ilia took a deep breath as her skin and hair shifted to a dark grey tone, roughly matching the color of the rock she'd chosen to camouflage herself against, and then she waited.

Footsteps crunched against the forest floor as the person holding the flashlight rounded the corner. Without even looking, Ilia could tell by the sound that they were only a few yards away from them. The chameleon girl held her breath, and Carmella did as well.

Then the footsteps stopped.

Please don't look around, please don't look around, please-

Ilia's silent prayers went unanswered as she saw the flashlights illumination out of the corner of her eye, moving closer, and closer, until it passed right over them... and then kept moving.

However, the chameleon girl knew better than to get her hopes up, and sure enough the circle of light passed over Carmella and her again, and then again.

Ilia knew what was happening, she'd experienced this kind of confusion in others before when it came to her special gift. Right now, this guard hadn't noticed Ilia, despite looking right at her, but his mind was acutely aware that something wasn't adding up here.

The footsteps started getting closer.

Thankfully, the glow of the flashlight still hadn't settled on the hidden teens position yet, but now that this guards interest was peaked, that meant it was only a matter of time before they would be able to see through Ilia's camouflage.

The chameleon girls mind raced. She was running out of options, except for... well...

Her eyes flashed down to Lightning Lash, clipped to her hip, then back up to Carmella. The rabbit girls gaze followed Ilia's, and then she gave her head one quick, wide eyed, shake from side to side.

What other choice did Ilia have though? She didn't want it to come to violence, but she also didn't want them to get caught. The chameleon faunus could spin around, disarm the guard, and knock them out without so much as a sound. It's not like it would be the first time she'd done something like that, but... damnit, why did she have to drag Carmella into this? She'd just spent the last few hours telling the rabbit girl how much she regretted what she'd done, now Carm was about to see Ilia fall back into those same old ways, but again, what other choice did she have?

Resigning herself to the inevitable, Ilia closed her eyes and let out a slow, practically silent breath as she focused on the approaching footsteps. Her expression became dark and determined as she sharpened her focus like a knife, looking out the corner of her narrowed eyes. Just a little closer...

Ilia's dominant hand slowly began sliding down the rocks surface, heading towards the weapon at her hip, but then suddenly, it was stopped- no, not stopped, grabbed.

The surprised faunus looked back to see her spot covered wrist was currently being held firmly in place by a finger-less glove covered hand, Carmella's to be precise.

The rabbit eared girl stared at Ilia, her look no longer pleading, or fearful, it was stern and unwavering, conviction brimming behind her caramel colored eyes, as Carmella gave her head another, much more serious, shake from side to side.

The message was clear; her long eared friend did not want Ilia to do what she was thinking about doing. She'd heard her friend's tale, and she didn't want the chameleon girl to fall so quickly back into her old way of doing things, and was willing to sacrifice herself to see to it that she didn't. Carmella's look made it obvious, her mind was made up, and there was no room for negotiating.

It was foolish, stubbornly shortsighted, and as much as Ilia hated to admit, completely the right call here. This guard, whether or not they were innocent wasn't her call to make. For all she knew, they were just here doing their job, working hard, probably with a family at home to support, and for that Ilia was willing to assault them? Possibly even seriously injure them? All just to escape the consequences of her own actions? That wasn't right. For too long, the chameleon girl had tried to push aside such thoughts, when she'd done "what she'd had to" in order to "survive." No, not this time, they were the ones in the wrong here, there were consequences for things like sneaking into places you weren't supposed to, and the spotted faunus wouldn't use violence as a means to escape those consequences.

Ilia looked downward, guiltily, then gave the other girl a small nod, before accepting her- and by extension, Carmella's- fate. The tiny smile she received from the rabbit faunus in return almost made the idea of what was about to happen to them worth it to the chameleon girl. The comfort it provided was small, but appreciated, as Ilia could practically feel the hand of whoever was behind her slowly reaching out towards her.

"No signs of intruders on my end," a voice on the radio called out, making all three of them- Ilia, Carmella, and the guard themselves- jump. "You got anything to report over there?"

The patrol turned away from the rock to reach for the communicator on his belt. "I uhh... I don't... hold on," He said in a male voice sounding, before turning back to the stone and again reaching out towards it.

His hand slowly inched forwards before finally coming into contact with the cold, rough surface of the rock. He moved his palm up, down, and all around, searching for... something?

Wait, why was he doing this? The guard tried to recall the reason as to why he'd felt it necessary to start patting down some random boulder in the middle of a dark forest, and came up with nothing. There had just been something... off about this rock, but as he gave his hand one more pass over it, he let out a defeated and embarrassed sounding grunt.

"... Too much overtime, not enough coffee, must be losing it," the guard grumbled aloud to himself, before lifting up his radio to his face again. "Nah, nothing out here. Maybe it was just a bird, or an animal or something?"

There was some form of noncommittal grunt that could perhaps be interpreted as a confirmation on the other end of the communication. "Alright, head on back, still a few hours left of our shift," the voice said. "Let's hope that's the most excitement we see tonight."

"Yeah, you said it," the tired sounding guard replied, before walking away, back towards the academy.

Ilia watched silently as the man's slouched, stumbling form shuffled away from her new elevated position. That one moment the guard had turned away to grab his radio had been all the opening the swift footed chameleon girl needed. She'd quickly scooped Carmella up in her arms- one under the other faunus' knees, the other behind her back- and jumped up onto the rock the pair had been pressed against, barely making a sound as she crouched low, going completely motionless with the rabbit faunus still in her arms.

Eventually, the lumbering footsteps of the patrol drifted away into the ambient noise of the forest, and Ilia let out a breath she felt like she'd been holding in for days. The coast was clear, for the moment anyway.

That was around the time the chameleon faunus realized she was still holding a certain rabbit girl in her arms... rather tightly as a matter of fact.

She looked down at the- quite red faced- Carmella currently bundled against her chest. The long eared faunus seemed too stunned to even speak, her arms tucked up against her own torso, hands under her chin, as if she was afraid of what they might brush up against in her current position. Her wide, honey eyes seemed locked onto Ilia's spotted hand, current wrapped around her leg, the fingers of the other girls glove covered right hand pressing lightly into the soft flesh of her thighs.

The spots on Ilia's body lit up so pink and bright she was worried they'd act as a beacon to anyone still looking for them in the darkened woods. This might not have been the first time she'd had Carmella in this kind of position, going back to the eventful boat ride here from Menagerie, but there was a key- and enormous- difference between that scenario and this one; This time, Carm was awake and fully aware, a point which was driven home when her shock-filled eyes darted up towards Ilia's, which looked just as surprised by their current position.

Of course, the obvious solution here was for Ilia to simply put down the adorable rabbit faunus, but that was apparently easier said than done. Maybe it had something to do with the adrenaline still coursing though both of them after nearly being caught, but for the second time that night neither of the girls seemed to be in any sort of hurry to leave the awkward embrace they found themselves in. The two teens were locked into an intense staring contest for several moments, and once again, the chameleon girl found herself mesmerized in the warmth of Carmella's body pressed up against her own. She felt her head seemingly move without prompting, her neck craning down towards the other faunus, bringing their faces closer and closer until-

The sound of a twig snapping off in the darkness of the woods made Ilia's eyes shift back into focus.

Ugh, right, not finished running from the cops yet, the chameleon girl thought irritatedly. They might have escaped one patrol, but who knows who else might be out looking for trespassers tonight, especially now that there'd been a possible breach. So, quite reluctantly- for both faunus- Ilia gently placed Carmella's feet down onto the rock they'd perched themselves on as the spotted girl felt yet another chance slip her by.

The air was thick with disappointment as both teens looked away from each other, Carm ran a hand up and down her forearm while Ilia scratched at the back of her neck. However, as much as the chameleon girl might've loved to mentally berate herself over this, it was past time the two girls put some distance between themselves and the school grounds they'd just broken into.

Ilia tentatively offered the other girl her hand yet again, her semblance ready to help mask their escape. The rabbit girl gave a pleased smile, and wordlessly took the other faunus' hand. The two quietly slid off the rock, and began what would be a long- but more importantly, stealthy- trip out of the woods. Thankfully, the pair didn't encounter any more guards on their path, and soon made their way back to the brightly lit nightlife of Mistral, still going strong even hours after they'd initially passed through.

Once they were in the clear, Ilia relaxed a bit, taking a much needed break from using her semblance to hide the two of them.

"Okay, I think we're good," the chameleon faunus said, taking one last look back over her shoulder to confirm they didn't have any pursuers.

Carmella let out a sigh of relief. "Great," the rabbit girl said, still sounding a little out of breath from all the excitement. "That was... was..."

"...close?" Ilia finished with a wry smile.

It was hard for the formerly morally gray faunus to admit, but there was still a part of herself that reveled in this feeling, this... afterglow she felt following a successful escape. All those missions she'd gone on for the White Fang over the years were obviously the cause of that. As she'd said, Ilia had never cared for the violence part of it all, but the adrenaline rush of a hasty exit? That never got old. There was just something about going somewhere, or doing something you weren't supposed to, and then getting away with it, it was a thrill that was hard to top once you'd had a taste.

The rabbit girl let out an agreeable, exhausted sounding, laugh, before looking down at her mud and leaf covered outfit. Carmella tried in vain to wipe away the big, wet splotch of dirt on her clothes, but gave up with a groan.

"Sorry..." Ilia said, genuinely feeling bad about ruining her friends outfit with her daring escape plan.

Carm laughed again. "No worries," she said as she wiped away the dark colored dirt that had been transferred onto her hand on a building the two of them happened to be passing, leaving a long smear across it's bricks. "Pretty sure the alternative was a cold night in a jail cell. Besides, that's why we pack more than one outfit for a trip like this, just in case you have to, you know, run from the cops... after jumping off a forty foot wall-"

"Sixty, actually," Ilia corrected.

The rabbit girls eyes seemed to bulge a little in her head as she looked back in the direction of the school. "... Right... sixty... wow... we really did that, didn't we?"

"Sure did," the chameleon girl said proudly. "Wasn't part of the plan, but you did a good job keeping up when things got messy."

"Not bad for my first breaking and entering?"

"Not at all, but let's try to avoid making a habit of it." Ilia replied.

"Which one? Sneaking into places I'm not supposed to? Or getting caught doing so?"

"Ideally? Both."

"No promises, especially now that I've gotten a taste for it."

Ilia laughed at the other faunus' joke... at least she really hoped it was a joke. Introducing Carmella into a life of crime definitely hadn't been part of the plan for tonight.

The plan...

The chameleon girl felt a fresh spike of anxiety enter her chest as she remembered the other part of her "plan" for her talk with Carmella, the part involving... feelings and stuff. She looked down at the pair of hand still clasped tighter between the rabbit faunus and herself.

There was no reason for the two of them to keep holding hands like this, Ilia had long since stopped trying to hide their presence, but neither teen seemed to really want to let go. The ponytailed faunus did her best to resist her spots going pink as she realized how it must look to the people they were walking past. There weren't many passerby's still on the streets at this late hour, but the few that were... well, no one would blame them for making certain... assumptions about the relationship between the two of them...

... But was that so bad? It wasn't like this was something any of them hadn't seen before. No one was making any snide comments, or giving them strange looks, two people holding hands was a perfectly normal thing to see walking the streets. Honestly, when you got right down to it, the only one that seemed to be making a big deal about all this was Ilia herself.

She needed to say something. Not just for herself, but for Carmella too. It was damn near impossible to ignore the signs at this point, if the prolonged hand holding wasn't obvious enough, how about the fact that the two of them had been practically centimeters away from a kiss twice within the last thirty minutes! Even more, Ilia could feel the other girls desperate yearning, practically shooting up her arm from their conjoined hands, and she was almost positive Carmella felt hers as well. The only thing holding them back at this point, was the chameleon faunus' own nerves.

"... Do you mind walking me back to my hotel?" the rabbit girl suddenly asked, making Ilia's heart rate skyrocket. She looked over to see the rosy cheeked faunus looking at her out of the corner of her eye, fiddling with the hair behind her ear with her free hand. "It's getting pretty late and stuff... safety in numbers... never know what kind of weirdos..." Carmella's words devolved into mumbles.

"Sure," Ilia's replied quickly and concisely, looking straight ahead.

From that moment on, the remainder of the walk was completely silent, as the spotted faunus began focusing one hundred and ten percent of her brain and willpower on building up her courage. It was roughly an eight and a half minute walk to the hotel Carm was staying at- don't ask how Ilia knew that- and every second of that time would be spent by chameleon girl pumping herself up. She could do this, all she had to do was be honest with Carmella and herself. She'd already taken in a big step in one of those objectives already tonight, but the other one had never been Ilia's strong suit.

Multiple scenarios ran through the analytical part of the mind of Ilia Amitola as she walked on in an almost trance like state. She mentally prepared herself for every possible outcome, every potential response, the chameleon girl took no chances, the moment she'd been waiting for was coming, the moment she'd finally tell Carmella how she felt, and Ilia would be damned if she let another chance pass her by.

It all sounded so simple in her head, but the chameleon girl still felt herself battling against that point zero one percent of doubt that clung to her. What if she messed it up somehow? Carmella could feel however she wanted about Ilia, but at the end of the day it was the spotted faunus' words in this moment that would make or break their relationship. Honestly, that walk over to the hotel probably ended up doing more harm than good for the anxious faunus' nerves, and before she knew it, it was over, they'd arrived, and Ilia was just as nervous as before, possibly even more so. Outstanding.

The pair stepped into the dimly lit interior of the building, the lights having been turned down at this hour, when most of its guests were asleep. They moved through the lobby, still hand in hand, into a small lounge area near the back, just before the stairs leading up to the rooms. There were a few sofas to relax on there, machines for brewing coffee or tea, as well as a couple of vending machines that Carmella herself was guilty of sampling from in lieu of actual meals on this trip.

The rabbit faunus was fully guiding Ilia at this point, the chameleon girl had expected Carm to release her at the hotels entrance where the two would say there farewells, but the brunette continued to lead. Just as the spotted girl was beginning to wonder just how far the other faunus was willing to take her- Ilia's pulse beginning to pound in her ears the closer they got to the stairs that would eventually lead to Carmella's room- but then she stopped at around the center of the lounge, between the sofas. This was probably for the best, as the ponytailed faunus' heart would not have survived the implications had Carm began leading her up those stairs right now.

The two teens stood awkwardly for a moment, then Carmella took her free hand and brought it to the other, which was still holding Ilia's, and began tracing over the spots on the chameleon girl's wrist with her fingers.

"So... this is me..." the rabbit girl said softly, looking downward, continuing to run her digits over the other faunus' animal trait.

"... Yeah," Ilia did her best to reply, but was far too entranced by the feeling of the other girl caressing the small darkened areas on her skin to construct a meaningful response.

It was strange, Ilia was always a little self conscious about her spots, they were the reason she'd never really fit in with humans or faunus after all, but the small circles Carmella began making with her index finger around one of the larger ones, actually made her glad to have them. The chameleon girl didn't have much experience when it came to this kind of... physical attention, but it was intoxicating to say the least, and it was all because Carm apparently found some kind of fascination in her faunus trait. If that was the case, then yeah, Ilia was downright thrilled to have spots, at the moment anyway.

"I had a lot of fun tonight," the rabbit girl continued, "I'm really happy I got to learn more about you."

"Me too," Ilia replied dreamily, eyes too fixated on the slow, methodical movements of the other faunus' fingertips to realize what she was saying until it was already out. "I-I mean, I'm glad I got to learn about you too- not to say I didn't like telling you about myself, I-I just-"

The flustered faunus was cut off by the feeling of Carmella's fingers leaving her skin, but before she could even begin to process the sudden disappointment at that, the rabbit girls hand transferred from Ilia's, up to the other girls cheek, were it continued the same tender motions, this time on the spots on the ponytailed teens cheek.

"You're such a dork sometimes," the long eared faunus said with a short, quiet laugh, and a sweet smirk, "but that's okay, it helps balance out all that cool, badass energy you give off."

At that point, Ilia.exe had completely crashed and needed to be rebooted. The second the warm tip of Carmella's thumb traveled across the tan skin on her cheek, the spots it passed over immediately went pink, followed by every other one on Ilia's body, as well as most of her face, and about halfway up her long, curled ponytail.

That last two rationally thinking brain cells in Ilia's consciousness screamed at her to say something. This was the moment! Screw every other one that had passed her by! This was the one! Carmella was practically standing on a landing pad, waving lights back and forth, trying to signal the spotted faunus to finally make her move. But again, all Ilia's malfunctioning brain could have her do was stand there with her mouth hanging open slightly.

The rabbit girl's finger stopped its movements. "Yup, it was a good night..." Carmella said, looking off to the side suddenly. "Almost perfect..."

Almost?

Those last two brain cells were practically kicking at the walls of Ilia's mind now, commanding her mouth to form something, anything that could be considered even vaguely intelligible, but nothing was responding in that department.

"... It's just a shame that we kept getting... you know... interrupted..."

It was no use, Ilia's last couple of functioning brain cells tried in vain to form the words they wanted, but it seemed like all hope was lost. This is what always seemed to happen, for some reason the chameleon girls words always seemed to fail her when it mattered most. As depressing as that thought was, it did give way to a new revelation for Ilia.

Yes, her words might fail her often... but her body? That never had. Her body had always been her greatest weapon, a well trained and honed tool that always got the job done, one way or another.

"It's funny... there were a few times there that I could have sworn you were about to-"

Carmella's hand retracted from Ilia's cheek but was stopped by the spotted girl herself. Her own hand, quick as a lightning bolt, snatched the rabbit faunus' before it got too far.

The long eared girls mouth snapped shut, her eyes widening at Ilia's sudden bold move The chameleon faunus stared back, her colors returning to normal. Wordlessly, she took a half step forward, closing the remaining distance between the two of them.

Now it was Carmella's turn to go red in the face, her rabbit ears shooting up straight into the air. The pair were only inches apart now, chests practically touching. Ilia's gaze flickered from the other girls eyes, to something a few inches lower, past the nose, and above the chin. She let out a few heavy breaths, before slowly turning her head and leaning in. Carm offered no resistance, not even to free her captured arm, as she angled her head properly as well, helping to close what little space existed between the two of them. Ilia could feel the warm exhales of the other faunus from her slightly open mouth on her own lips, as the once infinitesimal seeming distance that'd separated her from Carmella ever since they'd first met was finally about to reach its nexus point. This was it. No more surprises, or doubts, or interrupt-

There was a ceramic sounding "clink" that made both girls freeze in place. Ilia's head snapped in the direction of the noise, a burning, red, aggravation in her eyes at whatever had seen fit to interrupt her yet again. What was it going to take for her to get two minutes alone with this girl!?

However, as soon as the chameleon girl saw the familiar pair of cat ears, with golden piercings in each one, sticking out of the woman's short black hair, she felt her indignation get replaced by despair.

Kali Belladonna stared back at the two from the small tea and coffee brewing station in the corner, her amber eyes wide and darting between them. The tray in her hand contained several white, ceramic mugs, a pair of which had just briefly made contact, alerting Ilia and Carmella to the chieftains wife's presence.

Please, anyone but Kali, Ilia begged internally. Seriously, give her Adam Taurus, or even a damned Levitation Grimm, anything or anyone but her.

Don't get the chameleon girl wrong, she loved Kali, but after the fuss Ghira and her had made about Ilia spending so much time with Carmella earlier this week, and now having almost caught the two of them in the act, the ponytailed faunus knew she'd never hear the end of it.

"Oh," Kali said quietly, because someone had to say something to banish away the awkwardness that filled the stretching silence after she'd been discovered, "don't mind me, girls, I'll be out of your hair in just a second."

A high pitched "ding" went off from the coffee machine behind Kali, signaling it had reached the appropriate temperate, as well as making Ilia wonder just how long the cat faunus had been standing there, casually preparing a drink while the two teens had been making googly eyes at one another.

The short haired woman began bustling around the small countertop next to the machine, filling up the cups on her tray and adding the necessary creams and sugars. Meanwhile, Ilia and Carmella had separated, both feeling pretty fed up with the universal insistence on interrupting them at this point. The chameleon girl couldn't speak for her long eared friend, but she figured it wasn't too far fetched to assume that any romance that might've been in the air had officially burned up and dissipated. The idea of having her surrogate mother there to witness her first kiss was pretty unpalatable to Ilia, as it would be for most people, she imagined.

Why was Kali even here in the first place? She wasn't even staying at this hotel! She was supposed to be at the one Ilia was staying at few blocks over! The only "reasonable" conclusion the agonizing chameleon girl could come up with was that this was just another in a long line of conspiracies meant to destroy Ilia's attempt at a social life. In actuality, unbeknownst to the perhaps slightly paranoid ponytailed faunus, Kali just happened to be meeting with some of other militia members this evening. This was all just was just bad luck on Ilia and Carmella's part, but it could be worse though, Kali could be trying to make small talk.

"So, you two were out late tonight, huh?"

And just like that, Ilia's hopes were spiked out of the sky and sent plummeting into the ground.

The tone behind Kali's question was dripping with subtext, and she was wearing that same knowing, Cheshire-like grin as she looked at Ilia, the same one she'd worn only a few days ago when asking the younger faunus about Carmella. It was the same tone too, one which had Ilia wishing she could just disappear into the floor.

"Yeah, we uh... I left something behind when we were training earlier," Carmella answered with a believable enough excuse. "Ilia was nice enough to come with me to grab it. We didn't mean to make anyone worry, Mrs. Belladonna."

The cat eared woman laughed quietly. "I told you Carmella, just Kali is fine, and don't worry, it's not like we instituted a curfew or anything. As long as you didn't go alone, I think we can let it slide this time."

There was a brief feeling of relief in Ilia, not that she was worried the two of them would get in a huge amount trouble for getting caught sneaking out or anything, but the less hassle the better. However, that feeling was immediately overshadowed by a distressing realization;

Wait. Why are Carmella and Kali on a first name basis?

The chameleon girls head shot in the rabbit faunus' direction. The question apparently didn't even need to be asked, "How do you think I found out were Blake was staying so I could talk to her?" The other teen said with a shrug.

Oh Gods.

Blake was one thing, but the idea of Kali exchanging information with Carm? The very thought of such an alliance had Ilia's spine chilling. In an instant, every embarrassing bit of information that Kali possessed about Ilia raced through the ponytailed girls mind. The amount of ammunition Ilia- or rather, young Ilia- had supplied the cat eared woman over the years was staggering. This was bad, the only possible outcome of this scenario was humiliation for the poor spotted faunus. It was time to push the eject button on this conversation, it might only delay the inevitable, but a stay of execution was always better than facing the axe right away.

"Okay, well, I think we're both pretty tired from... our walk," Ilia's frazzled mind tried and failed to recall the exact excuse Carmella had literally just come up with, but kept the desperate excuse rolling. "We should probably all head to bed."

And also the three of us should never be in the same room together ever again, Ilia added silently to herself, giving Kali an insistent look.

Clearly taking a small amount of joy in her surrogate daughters squirming, Kali gave another small laugh. "Alright, alright, I can take a hint," the cat eared woman gathered up her tray of hot beverages. "I'll let you two..." the cat eared woman briefly eyed the state of Carmella's outfit, "...get back to whatever you were doing," she added with a smirk that had Ilia screaming internally, before she turned to walk away. "I'm just glad the two of you were able to sort things out before tomorrow."

"Wait, what's tomorrow?" Ilia asked, but as soon as the question left her lips, the answer washed over her like a cold bucket of water down her back.

She felt the same wave of cold, dreaded realization strike Carmella as well. The two faunus shot each other a look, both their expressions filled to the brim with alarm and foreboding.

They both knew the answer to Ilia's question. How could they have forgotten?

Kali had stopped her exit, turned her body and gave both girls a confused, yet sympathetic look, as she gave the unspoken answer that'd drowned both girls in fear.

"Why, tomorrows the day all the militia members head back to Menagerie, remember?"

XXXXXXXXXXXXXXXXXXXXXXXXX

A/N- Wow. Multiple first kiss psych-outs AND a cliff hanger ending? Pretty sure that makes me the worst. Why does anyone even read this?

Any dang way, that's all for this batch of chapters. Hope to get the next batch to y'all sooner. Thank you to all the new followers, you keep me motivated. But if you reeeeeeeeally wanted to motivate me, I love hearing from you guys, so reviews are fantastic. I'll even promise to reply to them, if that sweetens the deal.

Later.