Author's Notes – This story is inspired by an AU idea by Xlthuathopec, where the entire cast are female. So… running with that, but for the sake of ease, I will not be R63ing the majority of the names, unless the readers want that. While this chapter will be sfw, later chapters will become more nsfw, with a variety of kinks and fetishes involved. Warnings will be given on the applicable chapters. After the main story is complete, there will be a second, expanded route to the story, which will be considerably lewder, so if you're reading this for purely smut, I'd advise you to wait until that route is started. The primary character in this story will be Pyrrha, and the story will start during volume 2, soon after "Painting the Town…" There may also be some random one shots based on this AU, expanding certain characters and their relationships, and to get a glimpse of how things may progress with specific characters, please visit my Tumblr nwdecontact and look under the tag for "nwde commissions". F!Ren's appearance (66 . media . tumblr . c/o/m/ 5c971c0f15c2f18113cf0bd46b8a7081/tumblr_ocqz40Zr4y1v5h1eco2_ ) by Tumblr user Sinccubi ( sinccubi . tumblr . c/o/m/ post/149722162450/femren-design-commissions-for-nwdecontact)

It was difficult to concentrate during the second term, especially during Professor Port's classes. Knowing that such a grand, international festival, where people from around Remnant could meet and mingle felt a little hard for Pyrrha Nikos, a little fact that not even her new friends at Beacon knew. After competing in and winning the Mistral regional tournament every year since she was 13, she knew exactly how she'd feel at the Vytal Festival; seeing all these new strange faces, being put up in the spotlight to be cheered by everybody… despite how eager the rest of the school would be, she knew she'd be anything but.

Loneliness. Just a desolate, empty void inside her, without having anyone to help her fill it. Happiness was not worth a lot to her without someone to share it with, and even the warmth of camaraderie did not quite manage to replace what she so earnestly desired.

So it was of little wonder that despite being one of the hardest working students in the class, even she found it difficult to listen to the plump older woman drone on about the creatures of Grimm she had slain in her youth.

She stifled a little yawn, and decided to let her mind wander a little, casting her vision over her friends sitting in the rows next to her. Joan had stopped concentrating completely, and was reading a comic book under her desk. Pyrrha smiled a little at her blonde friend, containing a sigh at the thought of having to ensure that she took adequate notes to make sure Joan could keep up in class. Nora wasn't much better, the ginger girl having dozed off completely, resting her head on Ren's shoulder, and drooling a little. The black haired girl offered Pyrrha a long suffering smile, before continuing to jot down ideas from the lecture, although Pyrrha's smile grew a bit broader at seeing her friend's little sketches of nature on the border. She was lucky to count these three among her close friends, Nora constantly making her smile with her theatrics, Ren proving to be a great listener and giving Pyrrha sound advice when she needed it, and Joan… well Joan was a nice link to the outside world, giving her a different sense of empathy, and understanding for those who were not from a more martial background. And yet, she didn't feel that sense of being complete with Joan, despite assisting the shorter girl in private sparring sessions and with her studies.

Gazing over the aisle, Pyrrha noted that Yang's attention had waned as well, the boisterous blonde offering Pyrrha a cheesy wink and waggling her eyebrows before flicking a piece of chocolate over to her younger half-sister, causing Ruby to jump with a start before eating the chocolate with grateful abandon. Pyrrha never quite knew how to deal with Yang, the easy sense of friendship contrasting with her flirtatious attitude and outlook on life. And above that, the blonde was strong and acted on instinct, similarly to Nora, except without a Ren to keep her in check. Pyrrha blushed a little, remembering the food fight that had happened a few days ago, the feeling of besting strength with skill, and the look of passion on Yang's…

Pyrrha blinked, and took a drink of water. The temperature must be getting to me, she thought to herself. She didn't think of her friends in that way, although she knew they were attractive. This time, she didn't bother holding back a soft sigh, prompting Joan to look up and shoot her a questioning look. Pyrrha put on a smile for her, and mimed having to listen to the professor, causing the blonde to giggle a little, before turning back to her comic.

Clearly she was letting her feelings get to her. There was no way Yang, or any of her friends would like her like that. But, with the summer's sun blazing, and the stifling heat of the classroom, she couldn't help but indulge a little shameful fantasy about what it would be like to have one of them as her girlfriend. The blonde pugilist would make things life a fun challenge, making her explore new things, showing her that life was meant to be lived, not lost in self thought. And the thought of pressing her own lips against Yang's was… not unpleasant, Pyrrha admitted to herself, although mentally reprimanding herself for having those thoughts.

Sitting next to Yang was Blake, and such a contrast the two were. While Yang was an extrovert, Blake was happy to enjoy a quiet place and read. Pyrrha would never have known that the quiet, raven haired girl was a Faunus, had Blake not informed team JNPR shortly after an incident involving the White Fang at the end of the previous semester. Of all her friends, Blake looked the most worn out recently, especially after the events team RWBY spoke of regarding a bizarre fight with a vagabond in a mech. The Mistralian sympathized for Blake, knowing what it was like to hide part of yourself from the world, although not to the extent of Blake's previous allegiances, nor her species. Pyrrha had often wondered to herself what Blake's other set of ears looked like, but had been far too embarrassed to ask. Yet now, she wondered how they would feel against her fingers, and the thought of cuddling the Faunus girl coloured her cheeks a little, even as Blake took down notes, a look of apathy on her face towards the class. A little voice inside Pyrrha's mind asked her what it would take to turn that into a smile, or even more…

Pyrrha's eyes widened suddenly and she sat bolt upright, shutting down those thoughts entirely. There was no way she could think like, especially not of her friends. She smiled, relaxing a little as she saw Ruby continuing to eat the chocolate her sister had chucked to her. Ruby was a kind, generous soul, and her youthful views towards things always made Pyrrha smile. For a 15 year old, Ruby was surprisingly wise, although she did let her childish side out more than she probably intended. Watching the two sisters have fun in class was sweet, although you could see the frustration starting to set on Ruby's neighbour's face.

Weiss Schnee was beautiful, graceful, and talented, proving Pyrrha's rival in sparring and studies, training and revising as much as she did. While Weiss had never beaten her in a match, she'd surprised her on many occasions. When they first met, the white haired girl had expressed an interest in Pyrrha, and while Pyrrha knew of the Schnees by reputation, she assumed, like many others, Weiss was only interested in her skills as a fighter. Weiss had later apologized for this first impression after the initiation, and had proven to be a true, albeit occasionally impatient, friend, close enough for Pyrrha to trust the secret of her semblance to, alongside Ruby. It had always been enlightening talking to Weiss, her strong opinions and upbringing always making her seem so confident and self-assured.

So watching Weiss' annoyed eyes catch hers, soften, and a light blush starting to appear on her cheeks surprised the redhead. Pyrrha offered Weiss a warm, but somewhat shy, smile, and received one in return, along with a little wave. Ruby caught sight of her partner's movement, and turned to face her inquisitively, stopping the moment the two girls on different teams had, as Weiss remembered the source of her irritation and scolded her leader to focus once more.

Yet Pyrrha's heart was still beating a little faster than normal.

Could Weiss Schnee, of all people, like her?

"Pyrrha, are you okay?"

Class had ended, Nora having zoomed off to the cafeteria for lunch at speeds that would rival Ruby, with Ruby and Yang not far behind. Blake was making sure that her work was put away carefully, while Weiss was double checking her notes, and trying to remove a chocolate thumbprint off her sheet, with little success.

"Well, it's one of Port's lessons," Joan said as she packed away her comics, "so I guess it's normal for anyone to zone out a little."

Ren smiled a little at that, but her pink eyes continued studying Pyrrha's face. "I'm sure that's the case. Hey, Joan, can you go check on Nora? We don't want to have her pull another stunt like last week again."

Joan blanched at that, quickly shoving the rest of her equipment into her bag and running off after Nora, not wanting another demerit against the team she led.

Ren gently placed her hand on the redhead's forearm. "You can talk now, if you want. Are you okay?"

Pyrrha smiled bashfully at her friend's concern. "Thank you Ren, I'm fine… I think."

"It's not like you to miss one of Port's questions like that." Ren seemed satisfied with Pyrrha's answer, but queried her regardless, knowing her teammate's penchant for keeping her feelings hidden.

"I suppose I was a little distracted…" Pyrrha looked somewhat wistfully over at Weiss, who was clarifying one of Port's points in the lecture with Blake.

Ren followed her gaze and raised an eyebrow to Pyrrha silently.

"M-may we talk? Outside?" Pyrrha fidgeted with her pen as she made sure she had her stationery, trying to think of what to say.

Ren nodded solemnly and waited until Pyrrha had finished packing, the two friends walking out together.

On the way to the main hall, Pyrrha stopped in the courtyard next to a tree and leaned on it. Ren sat down in the tree's shade, watching her friend with a curious look, letting Pyrrha compose her thoughts.

Reaching up and holding onto a branch, Pyrrha finally broke the silence. "What do you think of Weiss?" She bit her lip nervously, wondering what Ren would think.

Ren looked thoughtful for a moment, thinking to herself as she picked a dandelion from the grass, before shrugging. "She's nice. Sometimes." Watching her friend's green eyes imploring her to go on, Ren continued, looking up to the cloudless sky. "She has a firm side to her. I'd say she sometimes takes things a little seriously, but considering her family, she'd have to. Did she do something to you?" She returned her gaze to Pyrrha, watching her out of concern.

"N-no… well, yes, I suppose, but really no." Pyrrha let go of the branch, crossing her arms and avoiding Ren's look. The summer breeze blew through her hair, swaying her ponytail softly as she sorted through the thoughts and feelings in her head. Across the way, she could see a handful of other students going about their business, including the giant of Yatsuhashi from team CFVY getting ready for their team's away mission.

Ren raised an eyebrow again at that. "Then why bring her up?" She held the dandelion out in the breeze, the seeds blowing away, letting nature take its course. A single seed remained, which she slowly blew away too, before glancing at her red haired friend curiously.

Unable to meet Ren's eyes, Pyrrha studied a blade of grass, her hands slipping down her arms until she held one wrist. "I… think I might like her."

Ren's eyebrows raised a little, but she didn't need to clarify the statement. She waited silently as more and more students started heading off to lunch, team SSSN from Haven exchanging witty barbs with Beacon's team CRDL. Pyrrha began to fidget at the delay, although she was grateful for Ren's care for her privacy.

"You know that Joan's still got a crush on her, right?" Ren stated simply, when there was no one else within earshot.

Pyrrha winced, the words cutting into her. She'd known of Joan's infatuation for Weiss for some time, even encouraged it in the past, but the heiress had done everything in her power to shut it down, despite Joan's continued insistence. The blonde had started to learn the guitar for her next attempt to woo the heiress, the memory of the off pitch chords making the champion cringe. "Yes… but she doesn't seem to return her feelings, so, I thought, maybe, I could ask her if she might want to…" she started, warily, measuring her words.

Ren smiled at her broadly, stopping her mid speech. "Pyrrha, go for it."

Of all the reactions she could have received, the redhead had hardly expected that. Her hands fell to her sides, and her surprise gave way to her worries; "But what if she doesn't feel that way, or it ruins our fr-"

Ren halted her in her tracks once more. "If you don't try, how would you know?"

"I-" she started again.

"Just ask her if she wants to do something together. You don't have to suggest anything else."

Pyrrha stammered a little longer, trying to put her fears into words, yet Ren's gentle smile reassured her. She took a deep breath composing herself, and smiled back in return. "Okay. It's worth a shot. Thank you Ren."

Ren nodded simply. "I hope she feels the same way. And anyway, I think the two of you would be good for each other."

Blushing a little at that, Pyrrha turned towards the dining hall, picking up her bag again. Changing the subject, she added "I suppose we should hurry up, Joan and Nora will be wondering where we are by now."

"If Nora hasn't taken all the dessert already," Ren deadpanned.

With a more relaxed giggle, Pyrrha offered Ren a hand, helping her up, before the two hurried across the grass, catching up to the final students still heading into the main hall.

Lunch had been somewhat uneventful, Nora's recollections of her class daydreams proving as amusing as ever. As the team started heading back up the stairs to their dorms for a little down time, a familiar voice called out.

"Oh, Pyrrha! There you are!"

Pyrrha turned towards the sound, smiling in confusion to see Weiss walking quickly up the stairs after her. Her heart leapt a little, but she wondered at the coincidence. She glanced over at Ren to see if she had something do with this fortuitous arrival, but Ren looked just as surprised as she felt, giving her a shrug. Joan, on the other hand, lit up when Weiss neared.

"Hey Weiss! Did you want to-"

Holding up a hand, Weiss cut the blonde off abruptly. "I'm sorry Joan, I need to ask Pyrrha something important."

Joan looked crestfallen, but Nora's blue eyes lit up at the urgency in the tone, and looped her arms around Ren and Joan's. "Oh come on, these two probably just want to start planning study sessions for the next test or something, you can catch up with Weiss later Joan." She grinned broadly, winking at a mildly confused Schnee, before pulling a slightly amused Ren and a reluctant Joan off down the corridor.

At their departure, Weiss' demeanour completely changed, the confident girl falling quiet and walking alongside Pyrrha slowly down the corridor. Weiss stopped next to a window overlooking the school. In the distance, Bullheads were taking off from the school's airstrip, while the grounds remained pristine, groups of students enjoying the time out of class. For now, the corridors were deserted and quiet; yet the emptiness didn't seem to matter to Pyrrha with the company she had.

"Weiss? What did you want to talk about?" Pyrrha gently coaxed, feeling butterflies in her stomach. Normally Weiss would be more than happy to chat with her, this sudden trepidation was extremely out of character. Pyrrha suddenly began to fear that somehow, Weiss had found out how she felt, and was going to confront her on it.

The shorter girl bit her lip, closing her eyes for a moment, mouthing something under almost as if rehearsing it one last time, before meeting emerald eyes with her own cool sapphire ones. "I'd like to get coffee!" Weiss blurted out, her cheeks getting redder.

"I'm… sorry?" Pyrrha blinked rapidly in confusion, unsure of what to make of Weiss' statement. She tried to not look too shocked, but the moment seemed almost too good to be true; surely she was misunderstanding Weiss' intentions…

Weiss winced at Pyrrha's expression, fearing a denial. "That should've come out better." Pyrrha could see Weiss jabbing her nails into her palms, almost in self-recrimination, and the heiress looked extremely embarrassed. "Can I start again?"

"Certainly, if you'd like to." She tried to inject a little happiness into her voice, but was trying not to get her hopes up too much, in fear of seeing them shot down like throughout the rest of her life.

"I'd like to get coffee. With you. Tonight. Say… 7.30?" Weiss bit her lip again, under the circumstances, the action looked quite cute on her, Pyrrha noted, smiling a little to herself. "Unless you're busy or don't want to."

Suddenly it all clicked. "Oh. Oh! Ah…" Pyrrha's eyes widened. It was actually happening! It was all Pyrrha could do to whet her lips and tell the nervous Atlesian; "Of course Weiss. I'd be more than happy to."

Letting out a sigh of relief, Weiss gave a brilliant smile back. "Okay. Great. Perfect. Then… it's a date?" she inquired, with a flutter of her eyelashes.

Pyrrha blushed almost as brightly as her hair. "Yes. I suppose it is."

Beaming, Weiss started heading quickly back to her team's room, almost skipping in excitement, "I'll see you then!"

Pyrrha waved at her, hardly trusting herself to speak. She leaned against the wall, taking a deep breath then giggling happily to herself. Fortuitous though it may be, she was a little relieved that the decision had been taken out of her hands, however, a deeper part of herself regretted not being the one to make the first move.

As she started making her way to the rest of her team, she was startled by a younger girl's familiar screaming; "YOU DID IT! CONGRATULATIONS WEISS!" followed quickly by hushed murmurs trying to get the small team leader to quieten down. It seemed that Weiss had needed help with her decision too.

Smiling, fully and freely, Pyrrha entered her dorm and looked at her teammates, still startled and discussing Ruby's outburst across the hall.

"Hey Pyrrha, what happened?" Joan asked straight away, putting down her controller, "Is Weiss okay?"

"Oh yes. She's fine. In fact… I'll be seeing her later tonight."

"Oh. Okay." Joan turned back to her game against Nora, who had taken the opportunity to sneak a few hits in while she was distracted. Ren on the other hand, looked at Pyrrha with widened eyes, and mouthed to her 'Congratulations.'

Unable to contain her joy, Pyrrha gave the dark haired girl a quick hug, surprising her, before whispering her thanks. Ren looked a little surprised by the action, but gently pat Pyrrha's arm.

All thoughts of homework from Professor Port had vanished from Pyrrha's head, as Ren went back to her sketching. She had a date to prepare for.