"YOU WILL NEVER TAKE OUR FLAG! AHHHHG!" Ruby yelled as she held one of the smaller pillows in her hand behind her, ready to throw it at a moments notice. Seeing an opening in the enemy's defenses, she throws. The small pillow landed solidly if not lightly on Ren's face. He twitched just a little before grabbing two pillows in purple cases and swinging them around repetitively and charged quickly across the arena usually used for class. He locked pillows with yang, who had two attached to her arms somehow.

"AHAHAHAHAAAA! IM QUEEN OF THE CASTLE! IM QUEEN OF THE CASTLE!" yelled Nora with her hands on her hips, literally standing on the second floor of a castle of pillows; not a mound with a flag on top, but a literal. Castle. Of. Pillows. Don't even ask how penny and Ez had managed to create the two monstrous forts for the pillow fight, they will never spill their secrets…

Juane and Weiss picked up a pillow each and chucked it across the room, completely intent on smashing the other team down to the dust and claiming their flag as their own. RWBY had a red flag sitting at the top of their castle of pillows while JNPR had a bright pink one. They had been supplied by Nora and Ruby who conveniently had one laying around, each. The objective of the war; obliterate the other team and steal their flag, in style.

"JUSTICE WILL BE SWIFT! JUSTICE WILL BE PAINFUL! IT WILL BE…FLUFFY!" Ruby yelled, pausing for dramatic effect as she chucked another pillow across the room with all her might. Her entire team shouted with her and chucked their own pillows, denting the surprisingly strong fort slightly. The enemies replied with their own battle cry and a round of pillows.

Pyrrha's pillow hit yang directly in the face, she paused for a second and considered apologizing, but decided against it. Everything is fair in a war. Her hesitation gave Blake enough time to set up a pillow catapult with her weapon's ribbon. Stretching across the room while being pulled back by one of Weiss's glyphs and loaded by Ruby; it was a sight to behold… before the black gravitational glyph was released, sending the soft rockets across the room and into the faces of the opposing team.

Juane tripped on a stray pillow in the middle of the field between the two forts as yang charged up, passing the downed enemy in exchange for punching Nora, who blocked with a pink pillow. The girls exchanged a few blows before Nora was hit with a speed jab to the gut. She wasn't hurt thanks to her aura but she was still sent hurtling backwards due to the force. Pyrrha stepped in to deal with her, wielding her own crimson pillow ready to strike with her other hand in a pillowcase, acting as a shield. It worked, surprisingly enough, and yang's punches were blocked by the soft shield, leaving Pyrrha an opening to attack from underneath.

As they were using pillows, stabbing would be completely useless, so, for all those that use bladed weapons, they were all using strikes. An upward strike from Pyrrha sent yang up and back to her fort, leaving a hole in their wall but doing nothing to the integrity of the building Yang attaches two new pillows to her forearms and sprints back in.

Ren grabs two pillows and starts spinning them to block an attack from Weiss, the glyph user had jumped above them with a large collection of ammo and was preparing to fire them at alarmingly fast speeds. The purple and green boy knocked three out of there intended paths and deflected another two, He had to outright block only one. The force from the pillows was astounding and had taken his Aura down by 14%.

Juane jumped up and grabbed the pillow next to him and threw it at Ruby, who waved her arms around valiantly in an attempt to block. It failed horribly and she was hit. Luckily, Juane's pillows were thrown lightly, probably due to him only just learning proper fighting skills from Pyrrha for only a month now, so ruby wasn't hurt at all and could easily retaliate with her own lightly thrown pillow, due to her only being able to use a scythe and anything else just being a useless hunk of metal in her hands…until she decides to take it apart for bit to make her projects with. Then it becomes a mystery…

Nora landed near her flagpole.

She had a brilliant idea.

No.

A fantastic idea!

Nora wrapped her hands around the flagpole and swiftly pulled it from its resting place. She then stabbed two pillow with it, impaling them and ripping a hole in the middle of both pink pillows. She raised her weapon up and smiled crazily. Improvised pillow-hammer complete.

Blake swiped up another five pillows and loaded them into a smaller version of the ribbon cannon, she would use it until it fell. Without the help of Weiss's glyphs, she pulled her loaded ribbon back, surprisingly easily to anyone who didn't know her, and shot a round out. The pillows expertly aimed to hit Pyrrha and Ren, who were conveniently next to each other. She grabbed another five more pillows, ready to fire again.

Pyrrha dodged the projectiles from the enemy fort and returned her attention to yang, her opponent. She ducked one of Yang's many cushioned blows and countered with a swing on her own pillow. Yang blocked the attack, using her semblance to absorb the power without being throw to the other side of the classroom. The blonde then released her pent-up energy and Attacked Pyrrha harder and faster. Sadly, the red head could easily adapt to the change in pace and was dodging and blocking almost every attack, countering with her own every couple of strikes.

Until Nora jumped in.

Ren jumped to the side as Weiss shot yet another round of projectiles at him. He threw his own two back at her while picking up two more to defend with. Just in time, as the heiress dodged the pillows and retaliated with her own attack. This time, she made the pillows spin before she threw them, making then twice as deadly and twice as fast. Ren had a harder time getting out of the way of them. it also didn't help that Blake was now aiming at him as Pyrrha and Yang moved around too much to get a perfect shot on, Nora was back at their base and Juane was in a stalemate with Ruby. So, Ren was avoiding pillows from two separate directions, and of which, he didn't know the exact place Blake was firing from.

The pillows he couldn't dodge, he threw his own pillows at, so they lose momentum and fall before hitting him. Any he can't dodge, which aren't that many, and he can't block with his own pillows, hits him. Whether it be a grazing hit or a substantial one its slowly, painfully slowly, eating away at his Aura.

CRASH! BANG!

The pillow rain ended momentarily as his two attackers paused to see what caused the loud noise. Already know exactly what made the noise, due to him living with her for the last 10 years, he didn't have to glance over to get a reading on the other battles. To him, it was simple really, Nora found a hammer. Ren jumped forward and tripped the heiress over before throwing her into team RWBY's own fort.

The force of the throw sent Weiss's aura into the red, as well as knocking her unconscious. Ruby looked over to her fallen comrade, momentarily distracted from her fight with Juane…if it could be called that…

"WEISS NOO!" the young reaper yelled. Then she glanced over to where the deadly distraction came form and saw Nora with her flag-hammer and Pyrrha smiling at each other. Not a single yang in sight. "YANG! WHERE ARE YOU!" she yelled again, her team was being beaten by the second.

Ruby refocused as a pillow hit her in the head, thanks to Juane. She could see out of the corner of her eye; Nora was smiling at her. it was creepy and terrifying. She almost didn't notice the pink maniac suddenly disappearing from her spot and reappearing right in front of her. but, luckily, she did. So she used her speed semblance to get away from the pink teen with a weapon. She dodged back as Nora lead with an upward strike. connecting with nothing, Nora jumped forward and swung down with the already raised 'soft'-hammer. Ruby leaped backwards, wishing she had her scythe.

Then a thought hit her.

Ruby turned her back to her opponent and, using her semblance at full throttle, got away from the dangerous enemy for the safety of her base. Blake watched her pass with mild curiosity.

"cover for me!" ruby yelled, running past the cat Faunus. She ran to her flag and pulled it out, following in Nora's example. Ruby stabbed a single pillow with her flagpole, unlike Nora, she didn't stab it in the middle, she stabbed it through the end. Now she has a much smaller, lighter scythe then usual. But a scythe of sorts, nonetheless.

Blake turned back to the team, barely able to react as Pyrrha's head popped up over the wall she had just climbed up. Blake let go of her already loaded ribbon-cannon and smashed two pillows into the red-head, almost knocking her off the wall but she managed to hold on with one hand. Sadly, Blake rushed forward and kicked the pillow Pyrrha was desperately trying to hold onto off the wall and down into the depths below. the Amazon champion rolled out of her fall and raised her shield up for Nora to jump on. Juane was cheering for moral support and Ren was running forward for backup.

Blake undid her ribbon-cannon and threw the weighted end at Ren. He couldn't react to the unexpected attack and was tied up in a split second. Blake then used all her might to pull Ren up there as fast as she could. Surprisingly, Ren weighed almost nothing and was quickly up the wall in a flash. Blake stood him up and used him as a human shield against Nora, who was spinning to gain velocity without her rocket launcher. Ren didn't even seem distressed about his current position.

Nora landed. Using all her might into her swing she shot it down as fast as she could.

Then she noticed Ren.

Time seemed to freeze as her muscles tensed up and she stomped her foot in the ground to stop her lighter than normal weapon.

Time returned as her make-shift hammer crashed into the pillow platform they were standing on, leaving a decent sized hole to their left.

"few." Nora gasped as she inspected her totally-not-boyfriend. "almost hit you again…" she said, before raising her weapon, grabbing the still tied up Ren, and chucking him off the building. Blake didn't unwrap him.

Juane stood underneath the falling teen, ready to catch him. He failed horribly and just ended up breaking his fall… with his back. His aura traveled into the orange.

Ruby hefted her pillow-scythe and charged back into the fight, trying for a sneak attack on Pyrrha. It didn't work out as planned as Pyrrha used her semblance to move the pillow-scythe a tiny bit, so it didn't hit her neck. Ruby spun around, not loosing her precious momentum and swung from behind, closely followed by and upper slash and a lower slash. Pyrrha managed to barely block the speed-of-sound attacks but couldn't do anything about the follow up swing to her midsection. The momentum traveled through the speedy teen to the shielded teen, sending her flying backwards into a wall. Out of the arena and out of the fight.

Not that they had set up boundaries beforehand, her aura was just in the red and so, she wasn't fit to fight anymore.

Yang, who had been previously stuck in a wall, finally got herself out of it. And she didn't even have to uses her charged semblance to do so. She joined back in the fight, standing along-side Blake, watching her sister knock the champion out of the playing field with a speedy block to the ribs.

"I taught her that." Yang said, earning a disbelieving glare from Blake. She just shrugged and charged at Nora. Her eyes turned red as she activated her semblance, ready to punch the shit out of the hammer-wielding-badass-student. Of cause, she let out a battle cry, informing her opponent of her arrival. Yang could never stand a sneak attack. Nora spun on her heal to face her and raised the hammers head to block. The two pillows on the end were shredded away and the flagpole bent a substantial amount from the shock wave of the blow. It was no longer fit for any sort of battle. So, like any normal teen, she fought the brawler with her fists.

As expected, Nora was taken out within twenty punches, rocketing to join Pyrrha on the wall. Yang ran over to Ruby and Blake. Their opponents – jaune and Ren.

Ren, finally free of the evil ribbon, thanks to Juane's efforts, grabbed two pillows and threw them at their three enemies. It did little damage as Yang punched hers and Ruby blocked hers with the shaft of her pillow-scythe.

"BUMBLEBEE!" Ruby shouted unexpectedly.

Yang turned around and sprinted in the opposite direction of their Enemies, outstretching her right hand, complete faith in her partner. As if on cue, the black ribbon appeared in Yang's hand. Closing her fist around it, yang turned right and pulled the ribbon taunt. Blake leaned back, swinging Yang in a giant semicircle. Ren and Juane didn't have enough time to react as Yang swung super-fast to their position. The two boys were hit on their side, joining Pyrrha and Nora in the wall.

Ruby sprinted over to Nora's discarded pillow-hammer and raised it above her head, whooping in joy at their win. She then ran over to Weiss, still dazed from Ren's attack, and helped her up. She seemed ok.

"Seeeeee, I told you it would be worth watching." Ez said to Amber. The two, along with Penny, had been sitting in foldable chairs on the sidelines.

Penny nodded, "it was very interesting, but I believe they could improve a substantial amount if they worked on their weaknesses." She scanned the two teams for any lasting injuries. finding none, she nodded again and smiled.

Amber sighed, "Ok. Ok, it was rather interesting to see how the next generation is coming along." she relented. Earlier, she had put up a lot of fuss about not wanting to see a boring old pillow fight but gave up when Ez dragged her onto a wheelchair, which was surprisingly comfy, and pushed her to the arena. She pouted the entire way, throwing an annoyed glance backwards every now and again. Ez just smiled, ignoring all the rude comments Amber was too kind to voice out loud.

In the wall, team JNPR was slowly gathering themselves together and escaping the craters they were stuck to. Now that the battle was over, RWBY was helping them out. They all, while talking loudly like the students they are, crowded around their audience of three.

"so, how did we do?" ruby asked, too exited to make the question sound serious.

Before the battle begun, RWBY and JNPR had asked if their audience members could grade them and give them some pointers to improve for the Vytal tournament in a two months. Ruby, Nora, Weiss and Juane had been especially excited about improving themselves. The rest where also as happy, but they would show it less.

"I'm going to let Penny take this one." Ez designated.

All eyes turned to her, she didn't even blink. This was definitely in her calculations. "who should I start with?" she asked with a smile on her face.

"ah, forgive me, but what could we learn from you?" Weiss worded carefully, trying not to offend the grey and green themed girl who had become quick friends with their resident immortal.

Ez smiled kindly at her, but her eyes didn't share the emotion. "she was paying more attention to the fight then I was. Sure, I could tell you stuff to improve but I can't be bothered. So, Penny can do it." She said before leaning back in her chair and watching the group evidently. Not that they noticed, it looked like she was taking a nap. A drop of sweat ran down half the groups heads at her laziness.

"do me first!" Ruby said, holding up her hand like a primary school student.

Penny nodded, "you need to work of combat without your weapon. Easiest way I could think of, fight Yang in hand-to-hand combat until you can land a solid hit. Then fight her until you win." She turned to Yang, "you need to fight smarter. Stop relying on your semblance. Its good in a tight spot but it drains your aura too much. What if your opponent wasn't taken out in your semblance attack, you would be left defenseless." She stated. Yang opened her mouth to protest but held it back. "a good way to practice is to fight Ruby, she is a speed fighter so you'll have a hard time hitting her, it will make you think more." Penny smiled, this was fun, she should teach people more often.

"Weiss," the heiress stood straighter now that she was being addressed. "you need to work on your stamina. Your control and precision are almost perfect, but they will be completely useless if your exhausted." Weiss nodded; she had noticed it too. "I think it would be best if you trained with Nora. When you can keep up with her, then you can say you have a lot of stamina." Nora perked up at the mention of her thunder-thighs training. She had shown the others once before, they didn't seem to enjoy the warm up much. But now she has a proper student who can't run away. This will be so much fun… "Nora, your rather even when it comes to battle. So, my advice is to make some more techniques and different skills you wouldn't normally use against different opponents in different environments. Weiss can help with this through her glyphs." Penny watched as Nora's grin turned to a full-on fanatical smile.

"Ren and Blake." Penny said, "your both stealth/speed/support fighters, and your really good at it. So, for you two, try sneaking up on each other with bright colored clothes on or music playing loudly from your scrolls. When you can do that, try and sneak up on Ez." She said.

"hey!" Ez said at the mention of her name.

"if you can manage that, without any handicaps, then no one with ever be able to find you when you don't want to be found. Also, you might want to work on your power output. Your both strong, but in comparison to Yang's punches or Nora's hammer, your blows deal a lot less damage. to improve that, just fight one of the two more often. Preferably the one not on your team." Penny said, it would be wise to fight a large variety of people then just a select few.

"Juane," penny started. "you need to work on everything." She stated as if it was common knowledge. "without your sword, you're a sitting duck. You need to learn to fight with and without it, and with more then just one opponent." She glanced at Pyrrha. Their fighting techniques were surprisingly similar. "for you, just spare with everyone one at a time. Eventually you'll get better, you have potential." She said like a wise old man in his twenties.

"and finally, Pyrrha." Penny said while staring at her. "your like Nora, your really evened out as far as strengths go. But you need to work of surprise attacks and dodging. You take most of the attacks head on with your shield. While this is a good tactic, it will wear you down. It's be easier to dodge to the side then take all the force. It will also help if you need to fight a long fight that lasts more then one day." Penny informed with a smile.

The group nodded.

"wow. I take back what I said before, you can help us any time you want." Weiss commented, truly regretting insulting her before. Penny nodded and observed what normal teenager do. It's not creepy ok!

Amber spoke up for the first time to the teams, "I would also like to add that you all fought well without your main weapons and I am truly surprised you're this good." Even I wasn't this good in school. She added where only Ez could hear.

"ah, um thanks." Ruby said bashful, trying to hide her embarrassed blush by looking down.

Juane spoke up. "Not to sound rude or anything, after all Ez was the one to bring you, but, um who are you?" he asked while scratching the back of his neck.

Amber just giggled, that hadn't introduced her yet. "My names Amber, I was a professional huntress up until two months ago. I think Ez just visits me in the infirmary because I can't run away when she wants to play board games." she said.

"Not true." Ez's voice calls, "it because you can't run away and you won't put up much of a fuss when I win. These guys like playing newer games I've never heard of before."

"Same can be said about your ancient 'chess' game." Yang said.

Ez sat up straighter in her seat and crossed her arms, "it's not that ancient, Oz knows it." She says as if that's helpful anyway.

"Isn't he in his 50's?" asked Ruby.

Ez shrugged, "why would I know?"

"Because you're his friend?" Yang asked. Ez could be confusing sometimes.

"Meh," Ez said. She took a breath to continue her sentence but was interrupted by Nora's stomach growling. "You should probably go get something to eat."

The group nodded while Nora ran out the door yelling, "Last one there's a rotten egg!"

"Hey Juane!" Ez called out as he was the last to leave, "can you tell everyone I won't be joining them at lunch!"

"Sure!" he called back.

Ez turned back to Amber and Penny, "Ozpin texted me during the Pillow fight so I'm just ganna leave you here." She spun on her heal to leave and walk out of the room.

Penny glanced at Amber, "would you like some help getting to the infirmary?" She asked Amber, when she was given a nod, Penny grabbed the back of the wheelchair and walking off with her.

The elevator doors opened, "you said there will be someone I would like to meet?" Ez asked, it was more of a statement then a question.

"Ah, Ez." Ozpin said in his normal voice, "yes, he will be arriving shortly." He turned around from the window he was facing, watching the Atlas ships docking.

"Cool…" Ez mumbled before plonking herself down on the couch that was still in his office. Seriously, when was one of the teachers going to remove it? Glynda sighed as she watched the older child play on her scroll. What a waste of time.

The elevator doors opened a second time in the last five minutes and out came a man in a formal looking outfit with a metal plate above his right eye. He was wearing a white over coat and a grey undercoat, a red tie expertly folded under it all. Grey hairs ran from his ears to behind his neck letting a clue to his real age out.

"Ozpin!" Ironwood exclaims cordially.

Ozpin stands at attention, like one of those soldiers you hear about from Atlas, before responding, "Hello, General."

"Please, drop the formalities." Ironwood says happily. Ozpin steps forward and they shake hands, a strong grip from both. "It's been too long." He notices the headmistress behind Ozpin, "and Glynda! It's certainly been too long since we last met." He teased.

The strict teacher rolls her eyes, "oh, James." She says, trying to be nice and failing horribly. She looks at Ozpin, dropping all formalities, "I'll be outside." Ozpin nodded.

When she was out of earshot ironwood responds, "Well she hasn't changed a bit." All traces of teasing disappearing from his voice.

As Ozpin speaks, the elevator doors open again as Glynda leaves, "so, what in the world has brought you all the way down from Atlas? Headmasters don't typically travel with their students for the Vytal festival." The headmaster of beacon grabbed his kettle and mug and poured another cup of coffee for himself and James. Passing the mug to him, ironwood added something of his own to the mix while Ozpin went around his table to sit down.

"Well, you know how I love Vale at this time of year." The headmaster of Atlas began, "and with you hosting I thought it would be a good opportunity for us to…catch up." He said as if trying to find the words. Ozpin understood the hidden message, and Ez did too after reading his mind.

"Just saying, your plans probably going to fail." Ez pointed out from the couch. Ironwood almost jumped in surprise, he hadn't noticed the student on the blue teachers couch until now, it surprised him how someone could be undetected from his gaze. He had been training all his life against sneak attacks and assassins, he was a headmaster after all.

"And who are you." He asked, trying his best to sound polite and utterly failing when she saw through it instantly.

Ez looked him in the eyes, before looking Ozpin in the eyes. "is this the person you said I might want to meet?" she asked instead of answering.

Ozpin nodded, "yes, I did hope that you and general Ironwood would get along." The general just looked at him weirdly.

"why would you want me to know one of your students, Oz?" he asked, worry and confusion growing on his face, "are you playing favorites?"

Ozpin leaned forward in his chair, interlocking his fingers and placing them on the desk. He looked very intimidating despite the kind smile he had. "Ez here," he gestured to her, "is not a…normal student. You would do well to get on her good side."

Ironwood turned side on to the headmaster, "so you are playing favorites." He stated.

Ez sighed and stood up, she wasn't very tall, only reaching his shoulders, but the way she stared down at his forced a shiver run down his spine. That hadn't happened to him in well over a decade, a very rare thing to scare the general. This student in front of his was scary, even if she didn't look like it one bit, especially not with her messy attempt at putting the school clothes on properly. It would suffice, but it could be neater.

"you know Salem. That big bad person everyone seems to be thinking about." It wasn't a question as she already knew the answer. "well, I'm older than her." she stared into his eyes and he stared back. He could see the age written only on those orbs of crimson darkness, that things they had seen and the tales it could tell. Hidden to most, their vision misguided by her smile and expressions, but the masters in the craft could tell; it was a lie to protect those around her, to protect herself and to distance herself from fear of other's death. And despite himself, he found himself believing it.

"…how…?" he asked, mind still trying to comprehend what she had just said.

"stuff happened and now I can't die." She said with a yawn. "your welcome to try, though I think the world might end if I did." She added, slouching a bit in sadness.

"Oz, is she telling the truth?" Ironwood turned to the headmaster who had a small grin on his face.

"unfortunately, she is." He confirmed, taking a sip of his coffee.

The general took a moment to take it all in. "so why do you think my plans wont work? And could you tell me how you even found out about these plans of mine?" he raised his eyebrow. He did, in fact, have some plans for the future, and he thought they were rather good.

Ez stared at him blankly, then smirked mischievously. "well, judging by Salem's thoughts on the matter, she already has counter measures for every single one of your ideas. And a few you haven't even come up with yet." She answered cryptically.

He looked sternly at the seeming child-like student, "are you saying you've talked to Salem recently? Which side are you on?" he answers, resting his hand on the hilt of his gun, ready to draw it at a moment's notice.

Ez rolled her eyes. "no." she said blankly, "I'm saying I'm telepathic and can read her thoughts…and everyone else in the entire world… and yes that does include you, so I know your planning to shoot me with that tiny gun if I even seem to try anything." She said just as blankly. "to which I say, 'good luck' and 'were you paying attention before?' did you miss the whole 'I can't die' memo I was giving out?" she asked sarcastically, putting her hands on her hips.

The general stood still, glaring at the girl a little longer before sighing and taking his hand off his gun. "if you know so much, why you aren't saying anything useful?" it was true, she had just said Salem had plans, but she always has plans, so her saying that would be completely useless. Why can't she just tell them what the plans where? Why was she staying qu-

"because I don't pick sides." Ez said blankly, oh right, the whole mind reading thing. That's going to take some time to get use to. "I proffer to sit on the side lines and laugh at both sides while eating that stuff Yang showed me called popcorn. It very delicious with that, um, caramel? Sauce on top. You should try it." She recommended.

Ironwood stared quizzically into Ez's skull, trying to discover the hidden secrets within. To no effect, obviously. "why not choose a side?"

Ez tilted her head to the side, "because it got boring?" she asked rhetorically.

Ozpin took a sip of coffee, enjoying watching the conversation between his oldest friend and the older-looking friend. "if we could, can we get back on topic?" he asked, pretty sure he will be ignored.

"how could fighting for what you believe in be boring?" he asked, confused more then he had ever been in a very long time.

Ez rolled her eyes dramatically, "you mean what you believe in? I lost faith in humanity billions of years ago."

General looked at her seriously, "billions?"

"Actually, no. that numbers a bit too small. Maybe, add a couple hundred zeros behind it, then it might be closer. Even if slightly." She said casually. After all, Ez was ancient.

Ozpin tried again, "can we please get back on topic here?"

"how… old, are you?" the general asked

Ez shrugged, "donno. Lost count after a ridiculously big number, it had like a million digits or something."

"…that's a very big number." Ironwood said after a long pause.

Ez placed her hands on her hips and rolled her eyes, "I know right, And the funny thing is, that's when I lost count, imagine how old I am now." She said with mock horror.

The general shock his head, "I don't even want to try." He said, shaking his hands negatively and taking a step backwards.

Ozpin started waving his hand to try and get their attention. It worked, Ez waved back and tried talking to Ironwood again, but he was apologizing to Ozpin for forgetting he was in the room with them.

Even if this was his office, and even if he had come here to speak with him specifically.

Ozpin sighed, "so, can we please continue our talk?" he asked rhetorically with a small smirk hinting from the side of his lips.

James nodded, "concerning the message Qrow sent u-"

"it's true." Ez interrupted, "and they're hilarious to play with."

The two men were silent for a good moment.

As Ironwood took a breath to speak, he was interrupted by Ozpin, "what we can take from that, is that they are somewhere in Vale and Ez has probably met them. Don't ask her for more information because if she hasn't given it yet, we won't get anything, believe me I've tried." He said before opening a draw and grabbing three pieces of paper, "but, we do know what the people who attacked the Fall maiden look like. Commit these to memory and keep your eye out. They could be hiding anywhere in Vale." Ozpin said, unaware about how close there really were.

Ez kept a stoic expression through the entire exchange of words, well aware of the eye Ozpin had on her. he was trying to gain any clue he could from her. but, sadly, she noticed.

Ironwood stared at the portraits from a few moments each before handing them back to Ozpin. "I'll keep my eye out." He said before turning around and leaving, "have a nice day." He called as the elevator doors opened.

Ez was about to join him until she stopped and walked back to Ozpin's desk. "just wondering: what's this used for?" she asked tilting her head. She was holding out an object that the professor recognized immediately, he even used one himself every day. In her hand was a blue and white toothbrush. It hadn't been used in the slightest, displayed by the fact that it was still in a case to protect it from germs.

Ozpin laughed a little bit before answering. "that's a toothbrush, you use it to brush your teeth." He said with a grin.

Ez nodded slowly, turning around and walking to the elevator. She spun around and asked another question. "why would you do that?"

Ozpin looked at the immortal above his spectacles, "unlike you, we don't have indestructible teeth and need to look after them." He said in a voice that sounds like a caring parent teaching their child.

"huh…" Ez said with a shrug, completely missing his tone of voice.

She entered the elevator and pondered what else humans and Faunas need to do in order to survive, other then eat, drink and sleep of course.

"Alright Blake! Your turn!" yang called out cheerfully, she was winning right now. after they had lunch, the two teams went to the library to play a board game.

The cat Faunas flinched in surprise at being addressed. Yes, she was sitting at a table with her team playing a game. Yes, this was supposed to be a restful game after their pillow fight. And yes, she did expect to be spoken to sooner or later. But no, she had not been paying attention, proffering to be lost in her thoughts…mostly about a certain bull Faunas she wont mention. Even in her thoughts.

"oh, um, sorry. What am I doing again?" she had definitely not been playing attention for a while now and had no idea why the board was set up so differently from before…Probably yang's fault…yeah, definitely yang's fault.

Yang smiled, "your playing as Vale, trying to conquer the kingdoms of remnant!" she supplied cheerfully.

"…right." Blake said, still having no idea what to do.

Juane strolled over to the table. "hey, can I play?" he said, expecting to be welcomed with open arms.

Ruby smiled sadly at him, "sorry Juane, we already have four player."

"besides, this game requires a certain amount of tactical cunning that I seriously doubt you possess." Weiss said, annoyed at the blonde bugging them like the bug he is.

"uhm, you attacked your own Naval fleet two turns ago, Weiss." Yang informed with a blank expression.

"hey!" was Weiss's comeback.

Juane just challenged the heiress, "Bring it on, Ice Queen! Ill have you know that I've been told I'm a natural born leader." he boasted proudly.

"by who? Your Mum?" Weiss asked rhetorically.

Juane lost most of his composer, "a-and Pyrrha!" he defended

Responding to her name, Pyrrha called out, "Hello again!" with a little wave.

Juane put his hands together and practically begged to Weiss, "come on, let me play your hand for a turn."

Weiss held her cards closer to her chest, unaware that Juane was a pro at the game, "I'm not trusting you with the good citizens of Vacuo!"

Juane stopped begging, seeing as it was getting his nowhere. "why not? You've trusted us with way more important stuff before. I mean, you told us that Blake is secretly a Fa-"

He was cut off by Pyrrha's hand over his mouth, preventing him from saying something he would regret. "fun loving person! Whom we all admire and respect." she saved. Lucky Juane.

Everyone looked nervously at Blake to judge her reaction, hoping for the best. The cat Faunas glared at everyone, upset that her secret was out already, but ok with it since she knew she would have to get over her obsession with her bow someday. She just hoped it wouldn't be today. she glared at Weiss a little more then the others for being the one that told them before sighing and admitting defeat. There was nothing she could do about it now.

Seeing he had done something wrong, Juane tactfully retreated, "right. That. Well, ladies enjoy your battle." He said, running off to do some more homework with Pyrrha.

"sup losers." Sun called harmlessly to the group, and just in case they took it the wrong way, he held his hand in a peace sign.

"hey Sun!" ruby called back.

Sun nods and greets everyone and introducing then to Neptune at the same time. "ruby, Yang, Blake… ice queen." He said naturally.

"why does everyone keep calling me that?"

"I never got the change to formally introduce you to my old friend." Sun continued without pause.

"umm, aren't libraries for reading?" the friend asked.

Ren threw his hands in the air, "THANK YOU!" he called. So, he was listening in… huh.

"PANCAKES!" Nora yelled afterwards, probable due to her dream…whatever it may be.

Sun rolled his eyes, "Shut up. Don't be a nerd." He commented to the nerd.

The blue haired nerd took offence, "hey, hey, hey. 'intellectual' okay? Thank you." He said, "anyways, I'm Neptune." He gave the group a little wave and grin.

"so, Neptune," Weiss spoke first, "where are you from?" it was more then obvious she was interested in him.

"haven." He said, approaching the heiress with one of his over-used pick-up lines, "and I don't believe I've caught your name, snow angle." He said in a flirtatious voice.

Weiss actually seemed affected by his advanced…somehow. "I'm Weiss." She seemed flattered.

"are you kidding me!" Juane yelled out from the other table, effortlessly headbutting it. He had used that name first! Why did it work for Mr. blue hair and not me! How are we any different! Juane crying in his mind.

"pleasure to meet you." Neptune said, taking the blonde's rant in strides.

Sun turned to Blake, "I never took you as the board game type." He said.

Blake…still had no idea what was going on. She put her cards face down on the table and stood up, easily pushing Sun aside to leave. "right. Well I think I'm done playing actually. See you guys later." She didn't look so good, it the bags under her eyes were any indication. At her departure, only silence remained.

"women." Nora said, splitting the silence in half with a shrug of her shoulders.

"Nora, you're a woman too." Ren pointed out with a sigh.

Nora looked at him as a sudden realization hit her. she dramatically took a breath in. "EXACTLY!" as if it solved world hunger and maybe even the Grimm problem.

Ez stepped out of the slow and boring elevator. For gods' sakes, it doesn't even have any music to listen too.

She was planning to go to the library to meet up with her friends, or maybe find Penny and hand out with her, but she changed her mind when Blake left the group shrouded in negative emotions and thoughts.

Ez headed off to the dorm room where Blake was trying to distract herself with, well, anything. It didn't really work as she stared at the open book in her lap. Not reading the words or even sure what book she was holding. Probably the one that was at the top of her 'to-read' pile.

"the white fang and I are going in on a joint business together" Blake's memories of the dock played in her mind over and over again.

It filled her with dread for the Faunas. What could make the White Fang aid the human's they despise? Was it some sort of revolt from within? Were the White Fang turning over a new leaf and liking the humans again? if so, why were they aiding that piece of scum? What in the world could they be planning that they need the help of the humans they hate? What is going on?

Blake curled up a little more into a ball. She had to do something!

But what?

What could she possible do all by herself?

'KNOCK, KNOCK' someone knocked on the door and before Blake had a chance to answer, Ez walked right in.

It seems she still didn't understand common courtesy.

"you're supposed to wait for an answer before entering a room." Blake said with a deadpan expression.

"what if they don't answer?" Ez said calmly, grabbing Weiss's chair from her desk and sitting on it backwards, facing Blake.

"then they probably don't want you to come in or want to be alone." Blake said with a little bit of venom, which was promptly ignored.

"well that's not very nice, besides, I would charge in anyway and find out why they don't want me in their room." Ez said while gaining a cheeky grin.

Blake looked at her more seriously, "probably more of a matter of privacy and personal space at that point."

Ez looked at her dumb-folded, "what are those?" she asked.

"exactly." Blake tilted her head a little so she was looking out the window instead of the immortal who had instantaneously gotten her to think of something other then what happened on the docks…actually, now that she's thinking about it, Ez was always very good at distracting her mind with something else. First it was the history of the Faunus, then it was the pillow fight and now it was just a plain old random conversation. How does she keep doing that? Blake questioned herself. None of the others had quite managed to do it as much as Ez has, it's like… it's like she could read minds or something.

Ez laughed a little under her breath, wow, she's so close to the truth it's not funny… Ez commented to herself.

Unfortunately, Blake caught Ez's awkward laugh with her extraordinary second set of ears, "why did you laugh?" she said, more curious then worried. Its not like she can Actually read minds…right?

Ez looked around nervously, she could hide her emotions but that would be no fun, "I, um…. Didn't?" she asked.

Blake looked at her straight in the eye. "yes you did. I heard you." She answered, narrowing her eyes at the poor girl.

Dammit! She's not as gullible as ruby! Ez mentally cursed.

Ez started whistling innocently. Blake narrowed her eyes even more…there was definitely something going on here. They held their little staring contest for a few more moments before Blake sighed.

"never mind, it's not that important." She said, Ez sighed audibly only causing Blake to grow more suspicious, "anyway, why did you come here?"

Ez smiled. "it's very obvious you haven't slept for a while and I was wondering what was up." She began, "you seemed more tired after the night at the docks and I was wondering if they were connected." She knew all this already with her stupid curse of an ability but didn't want to give Blake anymore clues in case she actually managed to figure it out.

But Ez doubted it, they still hadn't figured out she doesn't sleep at night…somehow, but it was a possibility.

Blake didn't answer for a bit… well, she didn't answer at all. she just thought of what she could say and everything that happened, all her worries and questions. And Ez listened evidently too it all…not that Blake knew. To her it just looked like Ez was sitting there waiting for an answer.

After a few minute of silence, Ez spoke up again. "you know what, don't tell me. tell your team, that's what they're there for." She stood up and replaced the chair in its spot, "make sure you sleep tonight, sleep is important to human and Faunas." The ageless child left the room, sparing a soft, calming smile for the black-themed teen.

Shortly after Ez left, her team came back. She tried to escape the room, but Weiss confronted her. twenty minutes later they had decided to do some infiltration and spying on the White Fang's movements.

Ez silently took her ear off the wall she had been listening through. Things were looking up for Blake, and team RWBY. And the best thing is; this promised to be entertaining.

Ez was definitely going to follow them, if only to watch.

hey guy, hope ya didn't miss me...(cause then i'll feel bad) and i definitely hope you enjoyed this chapter. i did.

if you have any questions concerning this fanfiction, feel free to ask. (i just realized how to reply to review... i know, im stupid, but this is all so knew to me so give me some slack.)

welp...see ya in the next chaptre.

boi!