Disclaimer: RWBY and all affiliated characters/titles belong to Rooster Teeth, those wonderful geniuses.

Teams RWBY and JNPR looked on expectantly as Jaune made his way to the sparring area. All of them knew something like this was bound to happen eventually, Professor Goodwitch had promised that by the end of the semester every student in the class would face every other student at least once. So it was only natural that Jaune would have to spar Cardin eventually. It was just Jaune's luck that he wound up facing him this early in the bouts, before he had much chance to watch the way Cardin fights or get much training done with Pyrrha.

Cardin was an intimidating opponent to say the least, for Jaune that was. His weapon was simple, a large mace with a chunk of red dust seemingly shoved in the end, but that made it substantially more advanced than Jaunes simple sword and shield, Crocea Mors. As Jaune made his way to the sparring area, in front of the entire class, he tried to think of what Ruby had been going on about. The mace was large but mostly hollow and certainly made of an alloy similar to her Crescent Rose or Nora's Magnhild so it was certainly light, but she had assured him that it would not also be a gun as it lacked any sort of actuators or seams typically needed for weapon transformations. Also, she warned him, the crystal was sure to be a force to reckon with. It's application was crude and in no way an elegant solution, but, she figured this straightforward approach complimented Cardin's fighting style. Ruby had cautioned him as a final piece of advice, direct and lacking in grace didn't mean ineffective, Yang was proof of that.

Ruby had delivered all of this information to Jaune in a rapid fire format in just the few moments between Professor Goodwitch calling his name and Juane assembling his gear and squeezing out of their thin aisle of seats. She made the assessments on his weapon and fighting style quickly, and was able to deliver them to Jaune in an extremely short span of time in a way even he could understand. Boy was Jaune glad the energetic little brunette was on his side.

While he was glad for the help, the knowledge didn't ease his apprehension much as he paced nervously down the stairs. Cardin was large, maybe only an inch or two taller than Jaune but much broader in the shoulders and with hulking muscles surely gained from a lifetime of practice with the massive mace. Jaune was mostly still the scrawny little blonde kid he had been on the airship his first day here. Sure Jaune was toned and firm, he had musculature far beyond that of an average person, but not a single person at Beacon could be called average. This was a school for the best of the best, huntsman and huntresses destined to defend the world and the interests of Vale. Jaune however, was reminded constantly by every other student here that he had snuck his way in. No one knew except his team, as their unfortunately appointed leader it was the least he could do to tell them once he had come out to Pyrrha about it. But when he watched them train he was shown time and again just how outclassed he was at Beacon in terms of physical skill and ability.

But, Jaune had committed himself to stay and become the best Huntsmen he could while at Beacon. He had a fantastic team around him and couldn't have asked for better friends in Team RWBY. This challenge though, facing down Cardin, was his alone and the pent up rage from the bullying he constantly suffered at Cardin's hands sure wouldn't hurt.

As he and Cardin both reached the arena from opposite sides of the classroom, Professor Goodwitch tapped at her scroll and their names and aura meters appeared on the large display behind her.

"Alright you two, this is a fight so go at each other with everything you've got. But, when that buzzer sounds you back off. I will not tolerate any hits after either of your aura drops. We are here to train, not injure one another." The Professor gave them both a stern look, but lingered significantly longer on Cardin. She stepped back and waved them both back to opposite sides of the arena. As they made their way to their respective corners, Professor Goodwitch retreated to a small viewing platform opposite the rest of the class. Jaune unsheathed his sword and whipped his scabbard into its expanded form as a heater shield, the set of golden circles expanding into his familiar crest. He shook his armor, getting it to sit correctly over his hoodie and turned to face Cardin. As he brought his eyes up to meet his opponent Jaune was afforded a brief view of the audience. His friends were all looking on, Pyrrha had steeled her eyes in confidence. Jaune locked with her gaze and went to give her an appreciative and reassuring nod before his visage was broken by loud exuberant cheering from the pint sized leader of Team RWBY.

"Woooo! Let's go Jaune! Crush him!" She yelled, leaning forward against the railing of her seat, pumping her fists in the air. Not one to be outdone, his red headed firecracker of teammate jumped up from her seat as well.

"End him Jaune!" Nora hollered, with perhaps more malice than Jaune felt she should feel towards a fellow student. Jaune laughed to himself and shook his head a little, how could anyone possibly be expected to keep up with the enthusiasm of Ruby and Nora at the same time. All the same, their cheers gave him a new found confidence and a sincere desire not to disappoint them, any of them. He raised his sword above his head and let out his best battle cry, his voice cracking as he tried to fill the auditorium with his fervor for battle.

"Is that the best you can do Jauney-boy?" Cardin sneered from his place. A digital chime sounded the beginning of the match. Cardin bellowed, much louder and deeper than Jaune thought he was even capable of and barreled forward, mace hoisted high in both hands. Jaune stumbled back, unprepared for the start of the match and thrown off by the pitiful inadequacy of his own shouts. He caught his footing, grinding his heels into a stance Pyrrha had pounded into his brain and muscles over the last few weeks, bringing his sword arm down behind him and straightening his shield to guard against the coming blow, he readied himself.

Cardin came smashing down like a tsunami, bringing the full force of his mace, body and sprinting charge to bear against Jaune's guard. But, the defensive stance held and Jaune weathered the blow with admirable grit. With a flex and a grunt, Jaune repulsed the larger boy from his shield and strove forward to go on the offensive. Raising his sword to hip level and advancing Jaune prepared for the fray.

As Jaune advanced Cardin let his arms out to his sides, holding his massive weapon off center, proving his immense strength by extending the mass of metal to arms length and not showing an ounce of strain.

"What's wrong Jauney-boy? Scared to come out from behind that little shield?" Cardin shrugged and looked out to the audience, really gloating in his perceived dominance over Jaune. Seeing an opportunity Jaune advanced and struck out with his blade, aiming for Cardin's unguarded midsection. In an impressive, and unexpected display of finesse Cardin reacted by twirling his mace at the wrist and using the shaft of the weapon to deflect Jaune's blow. He let the momentum of the mace carry itself around, over his own head, and back down towards Jaune's exposed skull. Jaune, still reeling from the unexpected deflection threw his shield over his head, but lacking any stance the overhand blow sent him tumbling across the arena floor.

As he scraped to a halt, Jaune shook his head, cursing himself for not knowing that Cardin was goading him, pulling him into the strike that Cardin was more than prepared for. He cursed himself again as he checked the meters on the reverse of his shield, his aura was still mostly full but had now taken a hit, putting Jaune at a clear disadvantage to the untouched Cardin. He had to come up with a way to get inside Cardin's extensive striking range and limit the mobility of that mace to gain the upper hand. If only he could-

"Jaune watch out!" He heard a feminine voice call out, drawing his attention back to the situation at hand. He looked up from his kneeling position to see Cardin laughing with the front of his mace leveled in Jaune's direction, gripped firmly in both hands. Jaune could see the dust crystal glowing a fierce red. He bolstered his guard by bracing the shield against his knee, ducking his head and forcing his shoulder into the metal. The blast shook him, forcing his teeth to chatter even as he clenched against the force. But, his shield, reliable as ever, took the blow for him, the only noticeable effect being that he was forced back across the ground several inches by the wave of energy emitted from Cardin's mace.

C'mon Jaune, he said to himself, you can do this. Cardin was laughing at him, taunting him for still hiding. Jaune braced himself against his back foot, pulled up onto the ball of his foot and tore out towards Cardin, bellowing a much more impressive battle cry than before. As he came in Cardin threw the head of his mace forward intending to stop Jaune in his tracks with the strike. But, Jaune was prepared this time, he threw his shield arm out, catching the mace head mid-swing and deflecting Cardin's strength off to the side. Jaune followed the motion with his other arm, bringing his word around under Cardin's up thrown arm as he tried to regain his balance. The speed and ferocity of Jaune's assault threw Cardin off his game, the blow landing hard and biting into Cardin's auric defense. Jaune pressed forward, levering his blade against Cardin's torso as he pulled free and jammed his shield into the shoulder joint of Cardin's armor.

Cardin stumbled backwards, reeling from the forceful double-tap he had received. Jaune reared his sword arm back, readying his shield and bringing an overhand blow down towards Cardin's staggered form. Regaining his footing, Cardin swung his mace above his head and braced it with both arms, leveling the shaft of the weapon across his form. Jaune's blade clashed against the boy's guard, clanging out in the auditorium.

Ruby turned to Pyrrha as Jaune and Cardin continued to clash in the arena below.

"Wow Pyrrha, your training with him is really paying off," she bubbled, clearly impressed with Jaune's performance, "He's way better than he was during team selections."

"Oh yes, he has committed himself wholly to his training. I cannot take the credit, it is his hard work that has put him where he is," Pyrrha responded, granting the small brunette a genuine smile. They returned their attention to the ongoing match, watching as Jaune put his superior agility to good use, ducking and dodging the powerful blows from Cardin to avoid being beaten down by the sheer force of his weapon. Ruby and Pyrrha watched the fight rage on below, admiring their friend and teammate hold his own against a skilled and powerful opponent.

Cardin took his mace in both hands gripping at either extreme of the shaft, one hand at the pommel and the other pushed against the base of the head. He forced the length of the weapon at Jaune and the boy caught the blow squarely with his shield, the recoil forcing the two apart. They were both breathing hard, driven to ragged breaths by their exertion.

"Whadda you think Cardin? Want me to go back to hiding?" Jaune tossed across the arena.

"Give it up Jauney. I'm gonna crush you!" The larger boy bellowed as he brandished his mace and fell upon Jaune, raining blows down on his guard faster than Jaune could avoid. His shield took the blunt of the the assault but his aura was nicked at with every strike to save his bones from being turned to powder under the weight of Cardin's attacks. From beneath his guard Jaune waited, he could feel the stream of blows slowing, weakening as Cardin over exerted himself in a vain attempt to pummel Jaune through force alone. Almost, Jaune had to be patient, attacking too soon would mean Cardin was still able to counter and Jaune didn't know how many bursts of power he had left himself.

A blow came down hard, Cardin's arm relaxing at the base of the swing and allowing the blonde boy to take the weight of the mace, if only for a second. A lapse in form due to Cardin's exhaustion that Jaune was more than happy to exploit. With a shove of his shoulder and twist of his wrist Jaune dislodged the mace from atop him and brought his sword up under Cardin's mace arm. Cardin's stamina was at it's limits and he was unable to recover from the sudden disruption in his attack pattern, he fell back out of stance, swinging his mace arm up and forward to attempt to regain balance. Jaune's blade caught him unawares and bit up into his armpit, his aura humming as it strove to keep Jaune's blade from contacting Cardin's person. Jaune didn't allow him time to recover, he knew that this was his chance. He pulled the blade directly back and stabbed for the larger boy's dangerously exposed mid-section. Cardin's aura received and dispersed the stab, allowing it to send him flying backwards instead of letting the blade slip into his rib cage.

Cardin hit the ground hard and a buzzer sounded from Professor Goodwitch's perch. A glance up to the monitor against the wall revealed that Cardin's aura had dropped below acceptable levels and that the match was over. Jaune wanted to revel in his victory, Cardin was nowhere near the top of the class, he was a second or third rate fighter at best and would have been dispatched easily by any of Jaune's friends. But to Jaune the victory was more than a test of skill, Cardin had been harassing him since his first day at the academy and this may put an end to that. Jaune wanted to wave triumphantly to his friends in the stands, he wanted to stand tall and be proud in his victory. However, his haggard and beaten body would simply not comply. He slumped over and let his hands rest on his knees, still gripping his sword and shield as if his life depended on it.

Despite his lackluster celebration, his friends understood the significance of his victory and cheered him accordingly. Most of them applauding politely, if maybe louder than the rest of the crowd who was applauding an entertaining bout no matter their relation to the victor. Ruby and Nora however, maintained their exuberance from the start and screamed their approval of his performance. Jaune shook his bangs from his eyes and looked up to them in the stands, he managed a half-hearted wave to the pint sized powerhouses and the rest of his friends. Slightly recovered from his final push for victory, Jaune collapsed his shield and sheathed his sword, with the weight now more manageable on his hips Jaune stood tall and was able to breath deeply.

Professor Goodwitch descended back to the arena and stepped between the two combatants, regarding neither of them and instead remaining focused on the students gathered in the seats above.

"That was an excellent example of strategy and cunning overcoming a substantially stronger opponent. Mr. Arc knew that he was outmatched and weathered the initial combat in order to assess his opponent's tactics and formulate a counter strategy. He-" Professor Goodwitch stopped short and looked at the two boys one struggling to a seated position and the other grinning like a fool, "Gentlemen, please clean yourselves up and return to your seats." She returned to her lecture on the use of strategy in situations of overwhelming force, praising Jaune for his victory while subtly admonishing him for his inability to defeat Cardin outright through superior skill or ability. Jaune and Cardin willingly but slowly got up from their places and removed themselves to the locker room to remove their armor and stash their weapons.

Weiss and Blake began taking notes, paying rapt attention to the professor's lecture. Yang immediately went to her scroll to let other friends know about Jaune's victory, hopefully he knocked Cardin down a few pegs, maybe Velvet could even get a break from his racist harassment. Pyrrha watched Jaune depart to the locker room and only spared part of her attention for Ruby and Nora as they rattled off next to her, any attempt at discretion existing solely in their own minds.

"And then he was all smack, bam and Cardin just fell all over himself!" Ruby yelled in a whisper to no one in particular, making exaggerated hand motions in the air to mime the combat they had just witnessed.

"Ooohhhh," Nora growled, "That. Was. Fan-tastic! Jaune probably could have hit him harder though, make him remember it longer." The two hyperactive girls began to feed off of one another, growing louder and more excited in their retelling of Jaune's exploits, which everyone had just witnessed, until finally Professor Goodwitch snapped.

"Miss Rose, Miss Valkyrie, may I remind you we are still in class," and the two girls fell silent, short cut hair drooping around their saddened faces. The rest of the class passed in relative peace once they were brought to heel. Jaune returned and Ruby nearly exploded in her excitement, wanting to discuss his entire match with him. But, a subtle kick under the desk from Blake drew Ruby's attention back to their Professor who was eyeballing her even as she lectured. Ruby clamped her mouth shut, catching the words halfway in her throat. She settled for a huge smile to Jaune and a quick high five as he sidled past her to sit with the rest of his team who likewise shared silent congratulations.

Class was dismissed and Ruby breathed an audible sigh of relief, as if she had been holding her breath since Professor Goodwitch had stared her down. Weiss sighed.

"We might have to get Professor Goodwitch to visit our dorm room some time. I don't think I have ever seen Ruby go that long without talking."

"Well, she does sleep Weiss," Yang defended her sister.

"And even then she mumbles about in her dreams." Blake spoke without turning from her bag as she packed away her books and prepared to leave.

"Wuh? No. Do I really?" Ruby was aghast.

"Sorry Rubes, you always have," Yang smiled at her sister's distress.

Ruby looked down at her hands, turning them over and over as if examining herself for the first time,

"I had no idea I was that-" she paused, contemplating this new self discovery "Awesome! Oh my Oum, do I ever say anything embarrassing? Like who Weiss has a crush on? Or how Yang afforded her motorcycle? Or about Blake being a-" and Blake's hand sealed the leader's lips before she could finish her revelations.

"No Ruby, you only talk about those things when you're wide awake." She gave Ruby a hard look and removed her hand. Ruby turned to her other teammates, both of whom were slack jaw in disbelief.

"Oh...uh, sorry…" Ruby's head fell again.

Jaune came over from his team's seats, still wearing his well earned victory grin. Ruby looked up and snapped back to overwhelming pride and happiness for her friend.

"Jaune!" A flurry of rose petals drifted to the ground and she was hugging him around his middle, as high as she could reach, "Jaune, you did great!"

He returned her embrace with a quick one armed hug before she pulled away.

"Yeah well I had a lot of help, Pyrrha has been pushing me hard lately, getting my swordplay up to snuff. And those tips Ruby, oh my Oum were those helpful. You were spot on about that crystal and about how Cardin would attack with that giant thing. Thanks so much."

"Oh pfffft," Ruby ground the toe of her boot into the ground, "It wasn't that much, I'm sure you would have figured it out."

"Yeah you really handled yourself out there Jaune, maybe we should spar sometime?" the hulking blonde gave him a playful punch to the shoulder that none the less sent him stumbling a step or two to the side.

"Heh, yeah I don't know if I'm quite up to that yet," Jaune laughed, knowing that in a one on one match he would be lucky to even catch a lock of Yang's hair on his blade and that if he managed that, he may never see the light of day again. As Jaune did his best to not fall to the ground Pyrrha, Ren and Nora finally made their way over from their seats, having finished cleaning up Nora's scattered 'notes' which were mostly doodles of her smashing in Grimm heads with her hammer and Ren peacefully watching on, petting a wide variety of rather complacent looking sloths.

"You truly are improving faster than you know Jaune," Pyrrha put a hand out to steady him, "and every day that you train with your aura, the amount you have access to grows." Pyrrha's hand lingered on Jaune's shoulder well after he recovered. Jaune turned and threw a few playful jabs at her midsection, never actually making contact.

"All because of your training partner," he smiled up at her and she winced back a grin in return, letting her hand fall back to her side.

"We should be making our way to Professor Oobleck's class," Ren held his usual composure despite the fact that he was holding Nora back as she tried to scramble down the hallway after a retreating Cardin.

"He shouldn't still be walking," she gasped out between grunts as she flailed against Ren's complacent iron grip.

"Come Nora, you'll get your chance soon enough," she collapsed to a cross legged sitting position but Ren never let go of her collar.

"Fine! I'm still gonna try and see if I can knock him out of the top windows though," the girl snickered to herself, imagining Cardin's limp frame flying helplessly through the ornate glass windows that framed the high ceilinged lecture hall. Ren turned down the hall, dragging the maniacal girl behind him.

"Forward to Oobleck's class!" Ruby punched a tiny fist into the air and went goose stepping down the hallway after them. Weiss shook her head in mostly feigned annoyance and followed them with the rest of the group.

A/N - Well there is it, the very first chapter of the story I've been badgering you all about for weeks. This one is really long and is actually the idea that got me writing FanFiction in the first place. There's a lot going on and the perspective will jump around between characters unlike Clubbin'. I really hope you liked it and please please please tell me what you thought. I've been sitting onto his story, tuning it, going over it, and agonizing over it for months now an I wanna know what people think so PM me, leave a Review, send some smoke signals, or a messenger sloth please. That said, even if you hated it, please let me know, I promise my feelings won't be hurt. I'm a big strong man who answers Reviews with a cup of hot chocolate in my orange Goku Onesie that makes me confident so I can handle it.

That's enough rambling for today. Thanks so much for reading, hope to hear from you.

-Zach