(A/N) Cover art is courtesy of NDGD.

Weiss dutifully focused on her notes, staring down and painstakingly remembering every little detail in order to ace her tests. Often she would prefer to work alone, seeing as she could shut out the rest of the world awfully well in her pursuit for perfection.

Depending on her mood though, she would occasionally take up an offer from either her leader, or their unofficial brother team JNPR, to study together. Then, it could be a means of showing off just one of her talents as a disciplined and proper lady.

Today was one of those days, and she was quickly regretting it.

Her own team being oblivious and acting as if they'd rather do anything other than study was not unusual. Why did she ever hope for anything different? Honestly, she swore these meetings were just an excuse to try and get Weiss to talk more often.

This time was particularly annoying, because of the behavior out of one Pyrrha Nikos, who normally was a joy and a breath of fresh air to have around.

The girl whom Weiss looked up to was not outwardly obnoxious; like Ruby, who acted like a neglected puppy and once ruined her desk while she was studying in an effort to get Weiss to pay attention to her. Or Yang, who seemed incapable of focusing on anything other than cute boys for longer than a minute.

But something about this helpless silence that Pyrrha now sat in was just so… loud. The two girls sat directly across from each other, and despite Weiss's typically intense focus, Pyrrha would just not stop fidgeting! Her feet would bump into her legs, causing Pyrrha to apologize for the at least the third time to her in twenty minutes.

Weiss couldn't help her confused gaze, catching Pyrrha biting the inside of her cheek and looking at anything other than her studies or making eye contact. Weiss had the feeling she really wanted to say something, but had no idea how to get it out. She knew it probably wasn't right, but something about seeing one of her heroes be so indecisive was maddening! Finally, Weiss gave up on trying to ignore it.

"Pyrrha, what's the matter? I can hear the cry for help in your head all the way over here."

She met her eyes, finally, and flushed pink, quickly looking back down. "Oh… I know. But it's silly. I'm so sorry Weiss, please ignore me."

I tried, she grimaced. "Is it the blonde idiot?"

Pyrrha twiddled her thumbs. "Of course not, and I really think you should try and get along with Yang better."

"The other blonde idiot!" Weiss looked side-to-side, making sure no one was paying attention. The rest of the group had long since been dragged into their own conversations. "Whatever you need to say, I won't tell anyone. It will be our little secret."

"… You really mean it?"

"Whatever completes my work faster."

"Oh, that's wonderful!" She clapped her hands together. "But I don't know if you're the right person to ask. Maybe I should ask Yang… no, Blake. Yeah, Blake might know."

"Try me."

"Are you sure?"

"No, but ask anyway."

"Well, okay… how do I put this delicately?" Pyrrha fiddled with her fingers, a pink hue glowing across her face. Weiss resisted the urge to roll her eyes. It can't be that bad, whatever is on her mind.

"How do I politely tell Jaune that I would like him to fuck my face until I pass out?"

If Weiss had drinking water, she would have choked. She felt like someone punched her in the gut, her eyes became wide as saucers. "Excuse me!?"

Pyrrha winced. "… So no ideas then?"

"Pyrrha!" Weiss shouted, much too loud. Ruby's attention was grabbed from a few seats away. "Are you both playing nice over there?"

"Oh, of course!" Weiss said. "She just played a great prank on me. Really, super funny, Pyrrha."

The red-head only glowed brighter, trying to shrink her relatively tall form. Thankfully, Ruby shrugged and turned her head away. Weiss breathed a slight sigh of relief; nobody heard Pyrrha just now.

"Okay, firstly, let's both calm down." She grimaced, trying to shake the vision of Pyrrha's confession out of her head. Thank the Gods that would never really happen. "Secondly, that is not becoming of ladies of our status." Weiss put a hand to her chest. "You and I both need boys who will treat us as nothing short of royalty."

"No I do not, that's exactly my problem!" Pyrrha said, louder than she meant. "Everyone does that already! Every boy is afraid of me, none of the girls outside of this group want to be my friend, and worst, Jaune is still anxious and indecisive around me, even after I've dropped so many hints in front of his handsome, stupid face!"

Pyrrha huffed, and took a short break to gather herself while Weiss stared, bewildered.

"I'm sorry for ranting. But… maybe I want someone to look up to and depend on, rather than being depended on all the time. Nobody ever told me in the beginning how hard it would be to find a good man when you can already protect yourself just fine."

Weiss had so many questions, like how Pyrrha wasn't eating up the attention and admiration she got, or what such a high-quality woman was doing chasing after Jaune of all people. Surely that blonde doofus alone couldn't give Untouchable Pyrrha the kind of attention she rightfully deserved.

But one of her role-models had still asked her a question, even if she did find it distasteful. She thought about how she would go about convincing a guy of her interest. That idea was quickly thrown away, finding it boiled down to doing what she would be doing anyway, which is be stylish and near-perfect at everything.

That, or utilize the "Schnee Way", the fool-proof method of throwing money at them until they notice you, as taught by her sister.

"Pyrrha, I don't know… honestly, you could do so much better. Get someone who actually has some confidence, and doesn't use dumb pick-up lines."

Pyrrha deflated, sloping her shoulders and looking down. But a resolve remained in her face. "He is the better one. Or at least, he can be… I just know it! Jaune has so much potential, and I won't rest until we unlock it together."

Weiss sighed and looked back down at her work. She felt bad for the poor girl, holding on to this misplaced faith. That dunce had no idea how lucky he was.

"Whatever you say, Pyrrha."

That conversation was so long ago. Or at least, it felt that way. The calendar only said eight months had passed, but Weiss could hardly believe it hadn't been years with how much had changed. Never once had she thought of that exchange again, until now.

Teams JNPR and RWBY had decided to take a trip together for their school break, and Weiss had oh-so-kindly offered to take them to a nice lodge in Mantle, something like a timeshare where they would not be bothered and they could explore Weiss' home and even go to the beach at their leisure. Perhaps it had been a bit too cold for that though, and late at night, some of the members found effective ways to keep warm.

-Pap… pap… pap… pap-

"Mmm… mmn- Mn… mmmmm..."

How could things have gone so wrong? Weiss had called her a fool, if only in her head, but… she probably looked quite foolish herself right now, sitting just outside of the room where her idol and that same blonde idiot were… doing that.

Except he wasn't that same idiot, was he? Weiss had to acknowledge, Jaune had really pulled himself together recently. With his desire to become better, Pyrrha's tutelage and a number of dangerous missions, his skills and confidence improved significantly. She thought she had been happy for him, like a good friend should be, until this moment where she realized the implications. Pyrrha had been right not to give in.

And worse, Weiss had been wrong! After all this time, her own relationship status has been neglected. She wasn't sure anyone was interested in her, except for the most shallow of crushes that never lasted. Could this be exactly what Pyrrha was talking about back then?

I have to leave… I have to think about something else! But Weiss was still human and had her weaknesses. Positively revolted with herself, she instead craned her neck into the doorway, so as not to be seen. Being in the hallway of this vacation spot was fine, she told herself. No one could be up this late at night. Just a quick peek…

Her eyes widened and remained glued on a fully nude Pyrrha, on her knees in front of Jaune, bobbing her head back and forth while Jaune rocked gently along with her movements, staring lovingly down at her and petting her head.

Weiss could see Pyrrha's tongue sneak out of her mouth, wriggling and licking along any and every part of him she could reach, and moaning in delight as if savoring a delicious meal. Could it really taste that good…? No! That's disgusting! Jaune was probably making her do it, or something!

She watched Jaune firmly grab Pyrrha's ponytail, slowly pulling her off of him. She breathed heavily with glazed-over eyes, her mouth wide-open and tongue presented, being as inviting and tantalizing as possible. He used his other hand and played with her tongue, using his thumb. "What a good girl," he said.

She flushed, swirling her tongue around it and kissing his finger in appreciation. She leaned forward to continue, but Jaune backed just out of reach. She tried again, and again he backed just out of her reach and held her head back. She made a whining sound, looking up at Jaune in confusion, who only gave a sly grin down at her.

He ran his modest length slowly along her mouth, teasing her lips. Pyrrha's breathing quickened, opening her mouth in anticipation and putting a hand between her legs. Her eyes fluttered open and shut all the while, until Jaune roughly put his other hand on Pyrrha's head. Weiss saw him firmly grip her, and his arms tense. Pyrrha's eyes shot wide open, and her open mouth curved upward in excitement.

Jaune plunged into her throat as deep as he could go, and set a fast, hard rhythm that made Pyrrha's eyes roll back.

- PAP, PAP, PAP, PAP-

"MM! MM! MMM! MM!"

Weiss had to cover her mouth. She looked away into the empty hallway, but the image of what she witnessed did not leave for a moment. She heard perfectly well Pyrrha's needy moaning, the occasional sigh out of Jaune, and the saliva churning in Pyrrha's mouth. Her heart was hammering so hard, she feared it would give her away.

Did it get hotter? Weiss' nightgown felt awfully restrictive all the sudden, but she had to calm and slow her breathing, lest it really would reveal her. To her horror, she found that a lot of her warmth was emanating from down below.

What makes him think he can defile the Invincible Girl like that! If anything, she should be dominating him!

But their sounds would not cease. She looked back in for a moment to see Pyrrha drooling down her chin, and… was she crying? Weiss thought she saw tears, and was about to be even more furious. Nevertheless, Pyrrha was kneeling with both of her hands moving rapidly beneath her. She seemed to be bouncing the slightest bit on her fingers, while she made no move to leave and let Jaune have his way.

It can't be that good…

She sat with her back against the wall. Her gown had ridden up high, and her inner thighs and two middle fingers on her hand were slick. She chewed her cheek in frustration and distress. What was wrong with her!?

But Pyrrha's face looked like she was on cloud nine. She couldn't remember ever seeing Pyrrha like that.

The smell from within the room had teased outside into the hallway, just enough for Weiss to notice, and she wondered if that was part of the reason she was getting lightheaded. There was no other smell quite like it, and she wouldn't describe it as "good". Yet, it wasn't bad either.

Weiss looked back down at her slick fingers. Experimentally, she brought them to her mouth and sucked on them. It wasn't the same… but it was the closest to what Pyrrha was getting she could manage.

… Not that she wanted that!

Weiss' right hand continued ministrating down below while she took the occasional glance in the room. Every now and then, Pyrrha would come up and pant like a dog, thick saliva connecting her mouth and Jaune's dick, only to go right back in as eagerly as ever.

She had never seen Jaune like this either! Looking as in-control and confident as he could, it was like he was a completely different person in the bedroom. He had her in the palm of his hands, quite literally. How must it have felt for Pyrrha, getting to let go and allow herself to be completely at the mercy of another.

Pyrrha's gagging made Weiss bite down on her fingers in irritation while her other hand picked up speed. Stupid hormones. Stupid Pyrrha. Stupid Jaune and his stupid, thick, hard…

Before Weiss was about to lose it and shout at herself, the noise changed. Jaune held it deep in her mouth for a few seconds, pushing her nose to his developed abs, and finally releasing. He let his length rest on Pyrrha's face while she wheezed and coughed, looking almost drunk. "So, how do you like that?" He asked with a smile.

"Oh Jaune, it's wonderful! You do it so well," Pyrrha's voice sounded a bit hoarse. "I must have come at least three times already."

"Really?" Jaune chuckled and scratched the back of his head, letting some of his familiar self shine through.

"Mm-hmm." She chastely kissed her new favorite toy to play with. "But you haven't. That needs to change. Lie on your back for me?"

The two moved away and out of Weiss' line of sight to lay on their bed. However, she could still see their shadows quite clearly along the plain back wall. She heard rustling, until Pyrrha's silhouette was sat straight up and looking down. "You're too good for me," Jaune said.

Ain't that the truth…

"You hush," Pyrrha said in a husky whisper. "You do more for me than even you know, and I'm going to return the favor. I want to make you come."

Weiss heard more rustling, and the faint moans of Pyrrha probably aiming Jaune into her. "Do you see how soaked I am already? This is what you do to me..."

"Pyrrha," Jaune voice was low. Whatever words he had to say were quickly forgotten, while Pyrrha's lowered slowly down, accompanied by pleased sighs. Weiss knew what that meant. Right now, Jaune was inside of Pyrrha, and on top of that, she was craving something inside of herself.

Pyrrha began rocking her hips, her whole body rising and falling slowly, taking her sweet time with him. Weiss moved her own fingers in rhythm with Pyrrha's movements, pretending that she had what Pyrrha had. Which was something she could totally have, if she really wanted to.

But as Pyrrha's intensity built, her moans became louder, Weiss' body burned with a desire for release, and her frustration came to a head. Her own near-desperation brought her to a conclusion she didn't want to face. It was not Pyrrha or Jaune she was mad at.

She was mad at herself.

She was jealous.

Weiss watched her shadow with rapt attention. Pyrrha had braced her hands against Jaune's chest or shoulders, and rapidly bounced her hips up and down on him, while the rest of her stayed still. There had always been a part of Weiss that wanted to be more like Pyrrha, and now that desire was amplified and placed at the forefront of her mind, despite her pride.

Weiss spent so much time aiming for perfection, she could usually distract herself from how lonely she really was. Now with this display in front of her, she wanted more than just a fling. She wanted what Pyrrha had, a man she could be positive that she wanted to be with for a long time, and call her own.

She closed her eyes, and envisioned herself bouncing in Pyrrha's place instead. With the sound clear and her fingers keeping up, she could effectively imagine.

She could give him a good time too. She could ride as if he were a sprinting horse! She could toss her hair about, and make sure that there was nothing but her in his mind while he shouted her name! Most importantly, she could be allowed to cut loose, forget all of her responsibilities and be wild without fear of reprisal.

Weiss bit into her nightgown, gritting her teeth and keeping the dress up and out of the way while she worked herself over. Her potential humiliation nearly forgotten, her fantasies of satisfying Jaune's and her own needs overtook her.

Her other hand was placed in front of her on the floor, keeping her steady. She wished his hands would roughly grab her waist, while he thrusted up into her like an animal. She wanted him to see her face, while she licked and nibbled her fingers teasingly, goading and challenging him by calling his strength into question; all to drive him mad with desire and make him push both of their limits. She imagined his grip leaving bruises on her while he powerfully and remorselessly fucked and used her tight pussy as he pleased.

"NNNnn~!"

Everything stopped. Weiss' eyes widened in horror, and put a hand over her mouth. She had let a high-pitched moan out by accident, and now, there was scrambling as if the two were trying to hide themselves.

Oh no… oh no oh no! They knew she was there. They had to. Maybe she could still sneak away! If they didn't think they just imagined it, at least they never had to know it was her specifically. She would rather die than admit what she had been doing up this late, and see the state she was in! They'd never take her alive!

"Ruby!? What are you doing?" She heard Pyrrha's voice accuse. Good, they didn't think it was her and she could still bolt. Sorry Ruby, nothing personal.

"I'M SORRY!" Weiss heard a separate voice call from somewhere within the room.

… what?

"I didn't mean to, I swear! The noise woke me up, and then Yang got Blake to sneak her in and there was no way I could sleep!"

"Ruby!" Something in the room was knocked over, and Yang's voice popped up from another part of the room. "I can't believe you sold out your own sister! How could you!? … By the way Jaune, not bad. I really wish you'd touched her butt some, I was waiting for it."

"And it was just getting to the best part." Weiss peeked in again to see Blake poke her head from behind a bureau and potted plant.

"Really Yang? You're gonna critique how they make love too? We're probably in enough trouble as it is!" Ruby anxiously wrung her hands.

"But is it really having sex without it? And what's a relationship between partners without some teambuilding butt-touching?" Yang waggled her eye-brows. "Right Blake~?"

Blake narrowed her eyes at her and took a small step away.

Pyrrha groaned, hiding her face behind the covers.

"How did you both even get there!?" Jaune asked, both him and Pyrrha beet red with embarrassment. "I didn't realize we were being so loud." Pyrrha said, mournfully.

Yang did not seem anywhere near as ashamed as she probably should have at blatantly spying. "That must mean that squeak from the doorway must be Weiss. May as well come on out Ice Queen, I know it's you!"

Weiss whimpered, having hung on to the hope that she could escape yet. Please, someone, kill me now.

"This is getting ridiculous," Jaune said. "Is there anybody else hiding?"

The whole room was silent for a moment, everyone looking around curiously.

Until a loud bang shot from the closet door.

"Eep!" Everyone looked over just in time to see the door slam open and Nora fall flat on her face.

It was quiet for another moment longer, until Yang was brave enough to break the tension. "… Pyrrha?"

"Yes?"

"May I touch your butt?"

"GET OUT!" Yang was answered with a pillow thrown at her head.

(A/N) Dafuq did I write.

That little "Schnee Way" throwaway joke was ripped from an artist who does short RWBY comics. You may know which one I'm talking about.