A/N: This started out as a roleplay between myself (Weiss) and one of my partners (Blake). We got a dozen or so replies into it, and then she suddenly disappeared, deleted all of her blogs, and I never heard from her again. Since then, it's been almost a year, and I presume she's not coming back.

So since 80% of this story is technically mine, rather than let it die off somewhere no one will see it, I decided to put it up as a fanfiction for all to see. I wrote a great deal of the middle and all of the ending myself to finish it off, as well as all of Weiss' parts in the beginning.

Therefore, this might read a bit awkwardly since it was originally a roleplay between 2 people and it switches back and forth from both girls' perspectives in the first chapter. But I've done my best to fix it and try to make it easier to read as a continuous story rather than various choppy replies, but you can tell it switches narrators' POVs frequently. It was also done last year, (before volume 2) so please forgive the overdone storyline.

My partner who wrote a lot of Blake's parts in the beginning was named Tiffany. Thanks for writing with me for a time, and I hope you're well.

And finally, posting this for Wern212's birthday! Thank you so much!

Disclaimer: I do not own RWBY.

Dark Forest

Chapter 1.

Weiss grunted as a paw-full of powerful claws clashed with Myrtenaster.

Her parry was last-second, but just in time to deflect another blow; Weiss could go without sustaining another one in addition to the gash that was already bleeding through the left side of her combat skirt.

The impact of the hit sent her skidding back several yards, staggering against a tree.

This was bad. She'd already lost sight of Ruby and Yang amidst the fray. She couldn't afford to lose Blake as well.

Lifting her head, she scoured the surrounding area of the Emerald Forest, seeking out the Faunus girl. She was more than a little relieved when she spotted her, engaged with another Ursa not too far away. If Ruby and Yang were long gone by now, then Blake and herself needed to stick together no matter what.

The vicious battle had been going on for over ten minutes already, but the number of Ursa was dwindling. Unfortunately, so was the girls' stamina, and their auras were healing their wounds at a much slower rate now.

Weiss cast a glyph beneath her feet, aiming to leap to Blake's side. But another charging Grimm intercepted her before she could move more than a few feet, her spell dissipating uselessly as she was forced to fight the Ursa. She cursed under her breath.

This was really bad.

Meanwhile, Blake let out a hiss of exasperation as an Ursa's claw slammed into her raised sheath. For a moment, she held her ground, but the pressure was too much and she was thrown back.

Blake grit her teeth; this fight was most definitely not going in her favor.

The Faunus girl pushed herself up from off the ground, ignoring the excruciating pain on her waist.

She took a moment to scout the area, finding that Yang and Ruby were gone, most likely having been pushed back. The Faunus girl bit her lower lip; she couldn't help but worry about her teammates.

Her eyes narrowed as she saw Weiss fail the casting of her glyph.

They needed to withdraw as soon as possible.

Sucking in a deep breath, Blake focused on the oncoming Ursa. She was already injured, so she needed to finish the Grimm she was currently fighting off without receiving any more wounds.

With a small grunt, Blake used a clone to push herself out of the way of the Ursa's path. As it passed, the Faunus girl swung out Gambol Shroud, and effectively propelled it forward with a bullet. The Ursa froze as the weapon struck into its back.

After a few moments, it fell forward, and Blake jerked her arm back, recoiling Gambol Shroud into her hands. She whirled around, eyes scanning for Weiss. It didn't take her long to spot the heiress struggling with another bear.

Blake dashed forward toward the heiress, cleaver up and ready to block the oncoming swing of an Ursa at Weiss' blind side. A groan left Blake's lips as the Ursa's claws collided with her weapon, but she wasn't about to let it overpower her with her teammate right there.

Her amber eyes were slit with concentration. She couldn't afford to receive any more injuries. Had she really dwindled down in combat that much? She felt rustier than she had in her White Fang days.

"Weiss, any ideas?" Blake called over her shoulder, pushing the Ursa back.

Weiss fended off another of the beasts just as Blake got to her side. Her teammate was tattered as well, and though she was obviously trying to conceal it, the effects the battle was having on her were clear.

They were both enervated and wouldn't last much longer.

She grunted her thanks briefly as Blake eliminated the Ursa behind her, turning the chamber of her rapier to red to repulse her next opponent. She made sure not to collide with Blake on the recoil, side-stepping quickly. The beast bellowed in a blind rage as its arm was severed, and Weiss darted in for the kill, slicing its throat with a swift motion of her blade.

"We've- ugh-!" She spat in annoyance as another swing forced her to dodge before she could reply to Blake. "We've got to retreat! I'm not sure which direction Ruby and Yang headed off to, so we'll just have to get away to any area we can and contact them later!"

Another swing of claws that she couldn't deflect properly met Myrtenaster, and the collision sent a shudder through Weiss' body; it took all she had not to let the rapier fly from her grip.

"Just-! Deal with that one for now!" she shouted to her teammate. "I'll handle this one and then as soon as you've finished, come to my side! I'll get us out of here."

Blake's feet dug into the ground as the beast's claws pushed down on her. Desperately, she pushed back; the feeling of being crushed was not pleasant in the slightest.

An absentminded and quiet growl left her lips as she drove her katana into the Ursa's stomach. With a flick of her wrist, the blade moved through its chest area before she pulled it out, kicking the Ursa to avoid having it fall on top of her.

The Faunus girl looked back at Weiss, checking to see how her teammate was holding out. Though, while doing so, she failed to notice the oncoming Grimm.

She hissed as she realized it at the last second, reflexively raising her left arm to protect her face as it swung its claws. Three relatively deep gashes spread on her arm.

After a few seconds, Blake recovered from her frozen state of being caught off guard. She grit her teeth tightly, and shoved Gambol Shroud forward into the beast's face, promptly killing it as the blade pierced its mask and head.

She scanned around the battleground for a moment, making sure there were no others in close proximity before she turned and stumbled to Weiss' side once more.

There were still about ten Ursa left in the area, and there was no way the two of them could handle them alone in the conditions they were in.

As much as they hated to admit it, they needed to retreat.

After all, it was better to admit defeat and get away wounded to fight another day than to die in battle choking on foolish pride.

Weiss fended off one more of the beasts, plunging Myrtenaster's blade in between its eyes before giving and almighty twist and firing. Blood sprayed as the beast staggered back, roaring.

There was a brief second of pause, and nothing moved.

Then, Blake was at her side, and Weiss took her cue. Without stopping to catch her breath, she cast a glyph beneath them both, grabbing hold of Blake's uninjured arm to keep her on the circle.

"Be ready to jump," she warned.

Blake nodded.

Seconds later - just before the next Ursa's claws reached them - the spell was initiated. Weiss gathered herself and leapt high, Blake following along.

The heiress continued to cast her glyphs into a path as they jumped above the treetops where there was enough space to do so.

For Blake, it was a little frightening when they were launched above the trees, considering Weiss didn't have much grip on her. But she trusted her teammate, so she simply shrugged it off.

Weiss carried them until she knew it was far enough away that the Grimm wouldn't follow. She could only hope no more were waiting for them where they landed. She took them down slowly, letting the circles dissipate behind her, feeling the relief of her boots hitting solid ground. Her grip on Myrtenaster was weak, and her hands went to her knees as she released Blake and caught her breath at long last.

As they settled down on the ground, the Faunus girl took a quick look at their surroundings.

Weiss definitely needed some time to rest, having used her semblance so much while she was already exhausted; that didn't necessarily mean she herself didn't need to rest either.

Blake let out a small sigh of relief when she saw there were no other surrounding Grimm. The Faunus girl's hands trembled as she gently tugged the detached sleeve from her arm. A shaky breath left her lips, and she let the piece of cloth fall to the ground.

It took a minute, but Weiss finally regained her breath, straightening her posture gradually. Blake didn't seem too concerned about their surroundings, therefore Weiss assumed they were not in immediate danger.

After a moment of inspecting her own wound, Blake looked up to her teammate.

"Do you have any bad wounds? If you do, let me treat them," she insisted. She'd much rather help Weiss before tending to her own injuries. Months with team RWBY had made her come to treasure her friends and teammates, and she put them before herself now.

Sheathing Myrtenaster, Weiss looked Blake over, ignoring her question for the moment. The Faunus girl sported various cuts, but the worst were three long gashes down her left arm, still dripping crimson to her wrist. Weiss tensed at the sight; she hated seeing any of her teammates wounded, but there was something different about when it was Blake, something that made Weiss feel sick to her stomach.

Weiss stepped close to Blake, reaching out tentatively to brush her fingertips against the girl's arm. She began emitting a bit of her remaining healing aura onto the wound; sharing aura with another person in addition to their own would speed up the process of treating the injury, even if only a little bit.

"Weiss-" Blake tensed slightly at the contact, but after a moment, she relaxed, a small sigh leaving her lips as Weiss' aura was shared with her.

As she healed Blake, the heiress finally answered the other girl's question, flicking her eyes down to the still-bleeding wound on her left side that ran from her ribcage to her hip.

"Just that," she commented, keeping her voice as steady as possible.

"Weiss, you-" Blake jerked back when she saw the wound. How had she not noticed it before? "You shouldn't be sharing your aura with me if you're injured yourself," she insisted, eyebrows creasing with worry. "Preserve it to heal that." She motioned towards her teammate's wound.

Glancing at her own arm again, Blake simply shrugged. "Mine isn't that bad; I'll just bandage it up. Yours is worse." Weiss' injury was substantially larger than her own, and quite possibly deeper as well.

"Yours can still get infected," Weiss murmured stubbornly. She made sure to emit her aura onto Blake until the blood had stopped flowing from the wounds, concentrating a bit more until she was satisfied. She withdrew her hands and swayed slightly, but quickly composed herself.

Blake's hand reached forward to steady her teammate. She looked up to seek Weiss' eyes, stopping before she actually made contact with her injury.

"Still... May I…?" she asked.

At her teammate's inquiry, the heiress hesitated. She knew Blake wasn't going to hurt her - just the opposite. But she was still a bit hesitant for whatever reason.

Weiss lifted her left arm a bit to reveal the wound, her sky-blue combat skirt smeared with blood. She hadn't realized how much it hurt until now, and a throbbing sting synchronized with her heartbeat, causing her to wince.

"Just… don't use too much of your aura, either," she cautioned.

Blake nodded, swallowing thickly as she ever-so-gently placed her hand over Weiss' wound. Weiss sucked a breath in through her teeth as her teammate made contact with her side, and the Faunus girl mumbled a soft apology.

Then, Blake began to share her aura with the girl, just as Weiss had done for her. A faint warmth began to spread throughout the heiress' body with the gash at the epicenter. She closed her eyes, slowing her breathing as Blake's aura resonated within her.

It was the first time Weiss had ever shared aura with someone else or had the action done unto her. But the foreign sensation wasn't intrusive, nor did it try to suppress her own aura. Rather, it was gentle and flowing, like a tranquil stream of liquid velvet, merging with her own life force.

After some time, the wound's bleeding stopped and Weiss' tight-knit expression relaxed a little, signifying that a bit of the pain had subsided.

Blake pulled back, slightly more drained now. With a sigh, she ungracefully wiped Weiss' blood from her hand onto her black leggings - her clothing was already a mess, it wouldn't matter much if she got them any more dirty.

Weiss let out a sigh as well when her teammate pulled away. Upon reopening her eyes, the heiress offered a murmur of thanks.

It was only then Weiss noticed just how much blood coated Blake's attire; though thankfully, most of it wasn't her own. Her hair was matted and her skin was streaked with dirt and forest debris. Weiss didn't look any better, and she wanted nothing more than to get back to Beacon and shower.

The two of them scoured the trees around themselves once more for good measure.

After a moment of silence, Blake spoke up again.

"Do you have your scroll? I lost mine during the fight." She had planned to contact their other two teammates with it, had something like this happened, but she couldn't do much about losing the device now.

At the question, Weiss reached into the pouch at her hip to retrieve her scroll, but it didn't even turn on. There was no chance of sending a message to either Ruby or Yang.

"It's no good," she announced.

Blake's figure visibly slumped slightly. She was worried for her other two teammates; she needed to know that they were okay and well. She knew Weiss wanted to know the same, no doubt.

The heiress ran a hand through her ponytail and continued.

"We'll have to choose a direction and stick with it entirely. We're in a forest after all, and if we're halfway into a forest, then we're halfway out."

They might not end up back at Beacon, but anywhere was better than the woods where the shadows were teeming with Grimm.

"You pick which way we should go," Weiss offered. Blake's superior senses would be much less likely to lead them astray than Weiss' less perceptive ones.

Blake took another moment to look around. Her bow twitched slightly as her Faunus ears were put to use. She then reached up and tugged the restraining ribbon off so she could utilize her ears to the fullest. They swiveled slightly, stretching as they were released from their bindings.

"This way," she murmured, heading off into the direction opposite from where they had come from. Weiss nodded and fell into step beside her.

Blake was on high alert as she moved through the thick forest; just because her Faunus senses couldn't pick up on anything bad didn't necessarily mean that there wasn't trouble lurking. But it seemed time wasn't on their side; the sun was beginning to sink in a matter of moments.

Amber orbs reduced to slits as she looked through the growing darkness. Rest was becoming an essential thing now; she doubted they'd be able to make it out tonight.

A shiver ran through Blake. She hoped Ruby and Yang were together someplace warm, even if they needed to use the blonde's semblance for heat. The wind that was cutting through the trees now was chilled and ominous.

Blake stopped, turning to face Weiss. "Let's find someplace to rest for the night. We can take shifts or something and rest," she offered. "My senses aren't exactly at their best right now, and you look quite tired as well."

"Have you completely lost your mind?!"

This was what Weiss would have shouted under any other circumstances, but as things were now, she couldn't say the phrase aloud. Blake was right; they needed to preserve what little energy they had left and attempt to restore their auras when they slept.

If they would even be able to sleep.

"You're right," Weiss muttered, sending her gaze out through the trees. No pairs of red eyes looked back, and she took a bit of solace in that fact. But just because they couldn't sense the Grimm didn't mean they weren't there. "We should find a clearing of sorts, someplace where the trees aren't so closely packed together, where we could see or hear an attack coming from a short distance away even if we were asleep."

As she spoke, she continued to follow her teammate while she moved at a subdued pace. They had only been walking for a few minutes, but even that much was enough to drain them significantly. Their muscles were still sore and strained from the drawn-out fight, and the movement was agitating their injuries anew.

But it was getting dark. They needed to hurry and find somewhere to rest for the night.

Wincing a bit at the throbbing in her side, Weiss proposed a query:

"I'm debating as to whether or not we should start a fire. On one hand, it could attract attention from Beacon if they were to send out a search party, and it would keep us somewhat warm. On the other hand, it could just as easily attract Grimm to our location. What do you think?"

Blake thought about it for a moment. They didn't exactly know how far they were from Beacon, so the chances that their fellows would catch sight of a fire were slim. It was also getting darker by the second, so the smoke wouldn't be as visible as it would be in the day.

In addition to that, no one knew exactly how well Grimm could see at night, so the fire may or may not attract more of the monsters than they would've expected.

Blake's eyebrows creased at the simple thought.

"Let's not," she said bluntly. "We don't know how far exactly we are from the school, and it's almost nighttime; I doubt people would be looking for a smoke signal. In addition to that, I don't think it would pleasant if we had a giant Nevermore stalking over our campsite," she pointed out.

"Right…" Weiss trailed off when she heard Blake's explanation. Everything she said was absolutely correct.

To be honest, Weiss had known the appropriate answer even before she'd asked the question. She simply didn't fancy the thought of being more-or-less blind in the middle of the Emerald Forest at night. She knew Blake's senses were sharp and reliable - much more so than her own - but the heiress was still uneasy about it.

Weiss continued to follow her through the trees, and the sun sunk further and further down until it had almost completely vanished. The sky was dyed crimson and rosy hues, and she thought it would have been an enjoyable sight if not for the predicament they were in.

Weiss shook her head. She needed to focus now.

Blake's eyes also ran over the sunset. She had never been one for scenery very much, but she took a moment to let herself indulge in the rather beautiful sight. Only for a moment, though. Then, amber orbs hardened as she reminded herself where exactly she was and the circumstances. Her body ached with each movement, but she endured it.

Everything would be okay in the end - she hoped.

They trekked on for several more minutes, until at last, Blake brought them to a somewhat more open area. It was a small clearing with the trees skirting around a small stretch of grass. A fallen tree lie in the center, which could be good to provide them a bit of cover. They could even lean back against it to be more alert when they took shifts.

Blake squinted through the darkness present at their temporarily resting place. Even with her enhanced senses, it was still rather challenging to see in the blackness.

The two of them made their way over to the clearing. It was quiet and still, copious with shadows that danced like silent harbingers, beckoning something ominous.

Weiss shuddered a bit, but tried to keep the tremor out of her voice.

"Let's just scope out the area to make sure it's safe."

"Alright," Blake agreed, beginning to move again. Though, after a moment, she stopped to glance back at the heiress. "You can go ahead and rest for now. I can scout the perimeter on my own," the she stated.

She honestly didn't want Weiss to push herself too much. Quite obviously, Weiss was more than tired, and Blake couldn't help but feel the need to prioritize her.

She didn't wait for a response, and she continued walking, looking away from Weiss as she did so. She pulled Gambol Shroud off from her back - just in case an unexpected Grimm were to attack.

The heiress had nearly snapped a remark in protest. She was injured, not helpless. She could scout just fine.

Stubbornly, she began heading in the opposite direction as Blake turned away and advanced. However, the heiress didn't get very far before a dull pain started throbbing in her side, causing her to freeze in place, hissing a breath through her teeth.

In the end, she decided against scouting after all, and limped over to the fallen tree, keeping an eye on Blake as she moved about through the shadows.

Weiss was cautious even as she approached the tree; good thing too, considering a small snake slithered out from between the dug-up roots. She jumped back with a start, causing a new wave of pain to shoot through her chest.

With a groan, she walked around the rest of the trunk, using Myrtenaster to prod at the branches to dislodge any other possible inhabitants. When she was satisfied, she slowly sat down, casting her gaze out to seek her teammate. She nearly began to panic when she couldn't find Blake immediately, but soon spotted her not far off.

That was the first time Weiss had ever wished she had night-vision.

Blake glanced over at the heiress as she moved towards the fallen tree. A small smirk made its way to her lips. She had seen Weiss going the other way, and the hiss that left Weiss' lips didn't go unnoticed either. She was glad she had told her teammate to simply rest, otherwise she'd be scouting… in pain.

The thought of it wasn't exactly pleasing.

The Faunus girl tried not to hurry as she moved around the perimeter, which seemed to be completely clear. She was tired as well, and really just wanted to rest alongside Weiss. It'd be better if her other teammates were there also, but that obviously wasn't going to happen any time soon, if at all.

Blake was oblivious to Weiss' worry as she seemingly vanished into the shadows. It had always been kind of a natural thing for her, considering her previous occupation.

After she was sure that the perimeter was clear, she made her way towards the fallen tree, moving to sheath Gambol Shroud on her back.

Weiss breathed a sigh of relief when she glimpsed Blake heading toward her at long last. Her teammate hadn't seemed to have found any lurking creatures keeping tabs on them for the time being, so with any luck, they would get at least a short amount of time to relax.

Well, as much "relaxing" as they could do in their current situation.

The heiress slid herself off from the fallen tree and instead sank to the ground with a grunt, leaning back against the log for support. She removed Myrtenaster from her hip carefully and placed it aside. However, she was sure to keep the hilt within immediate reach, as she hardly fancied the idea of letting her beloved blade be misplaced so much as a millimeter.

By the time Blake reached her, the sky had lost its rogue hue and gone almost completely black, drained of color.

Weiss didn't like it in the slightest. She preferred being able to see clearly, and wasn't too keen on having to rely solely on auditory aspects alone, and even those were inferior to her teammate's. She had to admit that Blake was her eyes now, and hated feeling like she was using the Faunus girl.

Weiss felt… substantially useless. Insufficient.

She raised her head almost guiltily and squinted up at the Faunus girl in the darkness. There was something alluring about Blake's silhouette against the backdrop of the fading sunset, something terrifying and yet so beautifully fitting for her. Weiss thought she might have felt a beat of fear pass through her heart for an instant when she saw the glint of her golden eyes, her movements silent as death itself.

The heiress lowered her gaze and cleared her throat. "Sorry for the trouble. I know you're exhausted," she murmured. "Even if you're going to be taking the first shift, you should sit down. I want you where I can see you. Or… almost see you," she growled in frustration. "Better yet, I want you in contact with me somehow. I know I won't be sleeping lightly - if at all - so I want to know you're where you should be and haven't gone wandering off on your own."

The way she spoke made her sound more authoritative than anything else, but in truth it was only a guise of sorts; honestly, she was fearful for Blake's wellbeing even more so than her own.

The scent of blood from Weiss' wound was likely leaking into the air and announcing their presences, making them fair game for hungry Grimm; she wanted to know that Blake was beside her, or could escape if she needed to.

Obediently, Blake moved to sit down on the fallen log. She had planned to do that anyways; her legs - or rather, her whole body - was quite worn out.

Blake scoffed a little, rolling her eyes at the heiress' speech. "What? You want me to hold your hand or something?" she mused, staying in her sitting position. "Really, don't worry about it, Weiss. I'm staying here," the Faunus assured, glancing down at her.

It… honestly made her feel strange that a Schnee - she had nothing against them, but her previous affiliation wasn't exactly on good terms with them - was worried about her.

Or perhaps the heiress was… simply using her.

The thought ran a shiver down her spine, and amber orbs hardened.

Blake shouldn't have thoughts like that; she knew better. Weiss genuinely cared for her - or Blake thought as much. Rather, she knew as much.

"If it makes you feel better, I'll sit beside you," the Faunus girl mumbled, getting up from her seat on the log.

Careful not to bump Weiss or her weapon, Blake moved to rest next to the heiress on the ground, and Weiss felt a bit better. Just a bit.

After settling in, Blake turned her gaze to the other.

"Now rest, Weiss. I'll wake you up in a few hours or so," she ordered, moving to take Gambol Shroud off her back again. She set the weapon down beside her, keeping one hand on the hilt.

Blake's head came to rest on the log with a faint thunk.

Weiss said nothing as she closed her eyes, trying her best to stay calm as she let the exhaustion wash over her like a tide. But sleep didn't come easily, and she kept fidgeting, sighing and re-opening her eyes before trying again.

Blake watched her for a moment before pulling her gaze away. She needed a distraction, mainly so she could stay awake. She found herself counting the stars and listening to the dim noises, as well as Weiss' breathing.

She found it strange how she had a distinct need to protect the heiress; it was always different from Ruby and Yang.

Perhaps it was the fact that they were basically… opposites, she assumed. The difficulties that came with Weiss being a Schnee, and Blake being an ex-White Fang member. The Faunus girl always felt the need to prove that she wasn't a threat, leading her to want to protect the heiress.

It was a rather legitimate reason, she just assumed that it was correct.

Weiss had given up on trying to sleep for now and kept her eyes open, watching Blake's profile as she gazed up at the sky.

Briefly, she had to wonder when exactly she had changed to be so accustomed to her teammates' presences. She had grown up more or less alone, never coming into contact with people frequently or for extended periods of time, not even with her own sister. Since coming to Beacon, it had been almost nonstop shoulder pats and bear hugs from Ruby and Yang respectively.

Perhaps that was why she was a bit more drawn to Blake, because the Faunus girl never smothered her. Weiss was used to the chill of vacant space.

So why was she shivering now? Why did she feel the urge to slide in closer to Blake? She could feel her teammate's presence less than a foot away, hear her soft breath as it billowed in the chilly twilight, see her alert golden gaze as it darted about.

She knew Blake was right there beside her. So why was Weiss longing for contact?

She told herself over and over again that she needed to believe Blake's offer to hold her hand had been nothing more than a jest.

Scoffing to herself, Weiss closed her eyes again, intent to get a good sleep simply so she could keep and effective vigil over Blake when it was her time to return the favor. She leaned her head back against the trunk of the tree and closed her eyes.

"Wake me if anything happens. Anything."

"I know," Blake said simply. It wasn't like she was just going to leave the heiress sleeping if a Grimm were to show up; she'd want to get the other out of there as fast as she could.

The wind provided a periodic howl as it slipped through the trees, leaves and branches rustling and rattling like clattering bones. But even with that level of noise, it was still too quiet.

Over the past two months, Weiss had been conditioned to fall asleep to the sounds of Ruby's mumbles and Yang's snores; now that it was silent, she couldn't stop shifting about. Every muffled sound from the distant undergrowth caused the heiress' eyes to snap open, losing whatever degree of sleep that had been trying to pull her consciousness into slumber.

As Weiss struggled to fall asleep, the Faunus girl continued staring up at the sky, finding that it was much better than the eerie-looking forest. She would occasionally glance down, just to check if anything was approaching without her knowing. She doubted that it would happen, but she did it anyway, just in case.

The small field was clear of any unwanted specimens, but there was an unsettling feeling in Blake's gut.

After about ten uneasy minutes, Blake's ears flicked at the sound of her companion's voice:

"This is hopeless."

Blake glanced over at the heiress.

"Is there a problem?" she asked, amber orbs glowing in the dark.

Is there a problem, she asks… Weiss repeated in her mind. "Nothing aside from, oh, say this entire situation?" she grunted aloud.

When she heard the natural venom in her own voice, she was taken aback, realizing how ungrateful she must have sounded. That part of her voice was something she had learned when she'd first been taught how to speak, something her father imposed upon her; to always speak with authority and power so those around her knew to respect and fear her. She was a Schnee, after all.

Blake was understandably shocked by the girl's vehemence. Amber orbs widened slightly for a moment, startled a little by Weiss' reaction. She looked away from the other girl, opting to stare off into the thick trees. She didn't quite understand why she was hurt by the words - or rather the dissatisfied tone. Many people had used it with her, and she thought she would've grown accustomed to it by now. It was mostly used by humans, as well.

During her younger years, she had protested peacefully, but of course, humans didn't exactly approve of this. Many used hateful tones, and it had hurt at first. But years of verbal abuse - and some physical - had finally made her used to it.

So why did that tone actually sting when Weiss used it with her?

In the darkness, she could clearly see the hurt on the heiress' face, how taken aback she was by her own voice.

And Weiss felt rotten for speaking so rashly. She didn't want Blake to resent her.

She knew that Blake still felt immense guilt for the actions the White Fang had taken against her family's company in the past. The last thing she wanted was for Blake to tread on eggshells around her; she wanted her to be comfortable, and she wanted her own presence to be at least somewhat bearable to the Faunus girl.

But Weiss' cranky attitude and snapping voice certainly weren't helping right now.

A moment passed before the heiress corrected herself, lowering her voice by means of apology.

"I'm sorry. I'm just flustered about all of this. I can't see, I can hardly move, and I doubt I'd be able to fight very will if need be." She sighed, rolling her head back momentarily to join Blake in her stargazing. "I guess I'm pretty useless, aren't I?"

The Faunus girl grunted in disagreement.

"It's fine, Weiss," she assured, her gaze turning back to the heiress. "I understand you're tired and all; it was a simple slip of the tongue. It was my fault, really. It's quite obvious what the problem is," she mumbled the last sentence, opting to look back up at the night sky as well. "You're not useless; don't think like that. We're just… not in exactly the best of predicaments," she sighed. "We're both exhausted - and wounded - so don't bring yourself down."

Weiss heaved a sigh of relief; Blake had forgiven her for her miscommunication. She felt as though a small weight had been lifted from her chest.

Thank goodness.

Blake was a clever and perceptive girl, and Weiss should have known she wouldn't misinterpret her words so easily. But the heiress made a conscious decision to be more competent with her word choice from now on, particularly if similar circumstances were ever to arise.

No amount of pretty words could ever take away her feelings of helplessness in their present situation, but Blake was trying, and the effort was certainly appreciated. Her words were not dismissive or thoughtlessly-spoken phrases meant to shut Weiss up. Rather, they were spoken from the heart, and had a genuine aspect about them.

Blake wasn't trying to sugar-coat things with childish optimism either, and Weiss was grateful that she was more down-to-earth than some other people might have been right now.

Again, Weiss found this was something that drew her to Blake, her level-headedness and inability to lie through her teeth. When she did lie, she was good at it, and Weiss could commend such things, considering she was fairly awful at it herself.

She realized her mind was wandering, going off down haphazard routes of thought that held little to no credibility right now. So she closed her eyes again, recognizing this as a possible foretelling of oncoming sleep. But her lips parted in a soft whisper first.

"Thank you, Blake."

It just felt right to thank her after what she'd said.

At last, Weiss felt her conscious slipping, the pain in her side having settled and dulled a bit with her lack of motion. Before very much longer, Weiss fell into a slumber she didn't have much choice in succumbing too, but there were no complaints on her end.

Blake found herself watching the heiress as she fell asleep.

The Faunus girl believed it to be relatively strange, having Weiss looking so… vulnerable.

Weiss had originally seemed rather bitter to those around her, always careful with whom she befriended. Blake knew full-well that it was due to the conditions Weiss had been forced to grow up with.

A pool of guilt began to form in her stomach. Blake had always felt somewhat responsible for the heiress' more-than-solemn childhood, even if she hadn't intended for it in the first place. She always had to remind herself that she had been in the White Fang for good reasons; she'd wanted to help mend the bond between humans and Faunus.

She'd never planned to hurt others. But it had happened.

And Blake still felt guilty for it every day.

For a while, she remained tense, but after hearing Weiss' words of thanks, she relaxed, a small sigh leaving her lips. It was strange how those words had simply washed away all of her guilt for the time being, though the Faunus girl knew it would be back eventually.

For now though, Blake simply indulged herself in more pleasant thoughts - while keeping watch, of course. She was confident in her enhanced senses, so there really was no need for her to be on her highest alert.

The night was quiet and calm, for the most part.

Blake only hoped it would remain that way.

A/N: Sorry, I know this chapter was hard to follow even with my editing. Since it was roleplay style, some parts were repeated through both character's eyes, and sometimes sends the reader back in time for a second or two.

But the next chapter is entirely written by me, so I tried to eliminate the character's switching POVs and just wrote it as a normal fic. Again, sorry for the confusion, but I wanted to keep most of Tiffany's writing as it was.

Please review!