A/N: I dont own RWBY, but if I did, I would make smut on the side

This is another story with plot. Not much of it, but some. Like...10%. More like multi chapter smut.

Velvet Scarlatina was something special. Opinion was universal. She was bright and worked hard, the teachers respected her. She was a great swimmer, so the coaches loved her too. She broke records and kicked ass in inter-school meets from her early years. Our school started winning, something that never happened so all the students applauded her. She was humble and happy and her friends adored her. The boys, well, they all wanted to fuck her. Whenever guys gathered to speak of mischief, her name came up more than any other girl. Model legs, an ass built for a swimsuit and conspicuous breasts that sweetly fit her lines. It's not very often a girl is the genuine and complete package, but Velvet Scarlatina was the real deal. The school, in fact the whole town, was proud to call her home-grown and one of theirs.

Me, I was just plain in love with her.

That didn't go very well, though. It's difficult to compete with 300 guys who all wanted to be her man. To make things worse she was a girl's girl, she wasn't one of those chics that needed a boyfriend. She was so nice to everyone. I couldn't tell you how many boys thought they were 'in' only to find out she simply liked them as a friend. Velvet said 'no' so politely that no one ever felt bad. No one ever had a cross word to say of her afterward. I should know, I was one of the first.

Velvet and I were in the same year from the beginning of high school. For us that means six years, grade 7 through 12. I had always been a popular kid before we met, I could use my boy charm on most girls I wanted into liking me - but not Velvet. Part of my obsession with her, and part of my respect for her, was that she saw straight through me. She was the beauty I couldn't get, no matter how hard I tried. Yet she still liked me. I was one of her friends. Her face brightened when she saw me. When there was an empty seat in class she would slide effortlessly in beside me and chat like we were brother and sister. She wasn't flirting, she wasn't teasing, she was just nice. When people outside of school saw us together they thought we were a couple. I had to explain she's like that with everyone.

Sadly though, I have to report it didn't stay that way.

It took two years but finally somebody cracked the code. The bastard Jaune Arc. He never used to be a bastard, I used to quite like him but one year the rumor flew around over summer that Velvet and him had hooked up. He was two years older than us. According to rumor Velvet had liked him from the beginning, saying 'no' for two years to all the wrong guys until the right one finally asked.

He was ordinarily a decent guy, a fairly good footballer, straight A student, okay looking but no prime stud. Not entirely the sort of guy that you would expect to win the biggest prize of all. What was the big deal about older guys, why do girls always think the grass is greener in higher classes?

Anyway, suddenly most people's estimation of the bastard Jaune Arc shot up. Me, I hated him. With a passion. He was kissing my girl and it made my toes curl.

Tortuously it didn't change Velvet one bit. Over the next couple of years she was as nice to me as ever. Her and Jaune were completely conspicuous; they ate lunch together every day, had quick kisses before going off to class and all that mush. Yet she would leave her beau and run straight over to accompany me to Chemistry, and sit with me as always.

I cannot admit to mutual magnanimity. It tore me to see her happy. I hoped Jaune would make her miserable, or serious, or flighty, or vain, anything, something different that would let me say "you've changed", to make her feel bad about the affect the relationship was having on her. But I couldn't. She was better and more adorable than ever. It was gut-wrenching.

I lay awake at nights wondering if she had done it with him. There were hickeys on her all the time. At first they were just on her neck but over time they drifted down. Her friends teased her about the ones they could see on her cleavage or coming out the side of her swimsuit. One time a group of us had been at the beach and she wore a tiny bikini - I have a worn-out photo - and every part of breast we could see had bruises at various stages of decay.

Yellow and purple patches covering the chest of a girl would usually look cheap and slutty, but not with Velvet. It was the hottest thing I had ever seen. I could cum just thinking about how it must be to have my mouth latched onto her bare tits, sucking until she screamed half in pleasure half in pain. How glorious it must be to so obviously stake a sexual claim on a girl like Velvet. My only consolation was there were never any on her thighs. Maybe, just maybe she was holding onto her pants. I hoped she was. I hoped the bastard Jaune Arc would get sick of her not putting out and drift away to looser women.

It never seemed to happen, though.

As we moved into year 11, the bastard Jaune Arc was no longer at school. He'd made his way to university, a two hour drive away. I wished it could have been further but it was enough to reduce his relationship with Velvet to weekends. As the months passed I found her developing new patterns, getting more involved in after-school activities, going out with friends more, having more time for the likes of me.

I was so proud when she asked me to go with her on to the premiere of the Bond movie she won tickets for. Walking into the theater as a couple with Velvet was the pinnacle of my own shadow relationship with her. But the slap-in-the-face was watching all the couples around us kissing and cuddling and stroking while we sat like mannequins in our seats, cold and formal. It put me squarely in my place. I learned that even if the atmosphere was right, even if the bastard Jaune Arc was out of town, even if no one would ever know anything, there was no romantic room for me in her soul.

After that night I fell away. I didn't put myself in the right spots in the hall to be found by her, I left no empty seat by my side in the classroom, I didn't stop boys sniggering disrespectful comments about what they would do to her in a dark corner. I lost the energy to care about Velvet.

I did my best to find solace in the nubile body of Neon Katt, a girl who in the absence of Velvet Scarlatina would rate a top score. But Velvet wasn't absent, and I felt hollow and shallow every time I talked Neon out of her pants. Not that Neon minded, she was one of those girls that adored using her vagina for fun. Not only did she squeal in delight when a cock went in her, she would let me put anything in there that fit. But my mind was elsewhere every time.

I didn't know if Velvet noticed I wasn't around as much. I wasn't paying attention. I was depressingly moving on past my dream. I'd had my shot at flight school and had failed the eye test at round one. It was time to think about being an accountant.

Funny things happen in life, though.

Three times a year there is a school dance, all year levels bunched in together. It's a big show on a Friday night. The students' social committee does much of the work on choosing the theme, the band, the schedule for the night, raising funds beforehand for decorations and prizes. Last dance is at 10 o'clock and the hall cleared by 10:30pm. Tradition states that the year 12s then have an after-party, all of them descending on a secret location, every time different and every time undisclosed until the day of the dance. The location is decided by the head boy and head girl in private. At the third and last party of the year, the year 11s aren't exactly invited but a few of them are tolerated to help soak up the atmosphere and pass on the legacy.

No way was I not going to be there. For years I had heard stories of what went on at these parties, I needed to see for myself. I got my buddy Bobby to 'borrow' his Mum's people-mover for the night and a group of us nervously fell in with the line of cars trailing out of town and into the back-blocks.

Usually the parties were at a karaoke box or at a privately hired bar or hotel suite, but this particular year's head boy and girl were a serious couple and had had every intention of getting away from the bright lights of town and into the darkness for some snogging. We were driving for nearly 25 minutes before the trail turned right down a track. Dust kicked up everywhere. It wasn't long until cars were parking higgledy-piggledy over an un-ploughed field.

My friends and I let the darkness hide the anxiety in our faces as we followed older people, walking to a flickering light in the distance without getting in their way. There were trees, a small wood had to be passed through until we came to a natural clearing. There were 3 big bonfires spaced around it, already well lit and established. It seemed a group had arrived some time ago to set up. There was a small area covered with canvas roof that was serving as a bar and some of the year 12 boys were pouring sausages onto a huge portable barbecue. There were a number of gas lanterns on the end of long poles sticking up from cylinders, giving light to dark corners of the bar. Logs with blankets over them were placed neatly back from each fire. It was far more organized than I expected given there were no adults anywhere. There were a couple of people I didn't recognize, but no one was much older than us. I breathed in a sense of freedom and adulthood I'd never had before.

At the beginning we had no idea of whether we could have a drink but some of the year 12s literally shoved a beer in our hands and told us to go get our own from now on, year 12s weren't there to serve year 11s! All in all it was a good-spirited crowd. As you can imagine there was a lot of drinking and yelling and fooling around and pairing off and my personal adrenalin was pumping. It wasn't exactly what I had expected, but it was fantastic. The feeling of being unsupervised at a party full of people who had always known supervision was interesting to say the least.

After a few beers I felt both relaxed and excited. A few of the year 12 girls started flirting with me, though I was smart enough to know they were probably setting me up for a prank. The head year 12 boy spotted me and pulled me over to cook, saying year 12s weren't there to serve year 11s. I guess they all had that said to them last year.

Then, through the spit and smoke of the sausages I saw her. At first I thought it was a trick of light, but after stepping out from the heat to look properly it was true. Velvet was here. I laughed at the irony. If I was still a disciple like I used to be, I would have prayed she was here and she wouldn't have come. Now I didn't care, there she was. Not that it mattered. Even if I was trying to get with her it would have been a bust. I went back to my job and realized I should have asked Neon to come out with me after all. I thought she would be in the way, but just at that moment the thought of a couple of hours out here in the dark with her sounded good.

It wasn't for a while that Velvet saw me. After I'd wrangled myself away from the barbecue I was on a log trying to fend off the barbaric teasing of two of the year 12 girls; they were trying to see what tolerance I had for questioning my manhood. They wanted me to drop my pants and show them how I masturbated and I was doing my best to keep my cool and not act like an embarrassed year 11.

"Oh, look what's arrived, little boy has a little girl!" one of them shrilled. I was confused, but turned to see Velvet come sit next to me. The year 12 girls laughed and went to find a new target.

"Hi," she said.

"Wow. You've been drinking," I said back. I could smell it on her. Bourbon?

"Can I have some?" she asked, reaching for my beer.

I let her and watched her chug most of it down.

"Another?" I asked, a little surprised.

Velvet nodded.

I stood and she came with me to the bar tent, holding onto my upper arm. We got two bottles each to save a trip, and went back to sit in a warmer spot near a quieter fire. We talked for the first time in a long while.

"Where have you been?" she asked slowly, having to think about her words. "You left me."

"No I didn't."

"You did. One kiss from that Neon girl and you never see me again."

"You're slurring. And anyway, you're the one with the serious boyfriend."

"What do you think of my boyfriend? Do you like him?" she asked grinning.

"The bastard Jaune Arc?"

Velvet frowned. "Bastard? Really? You think he is a bastard?"

"Velvet, forget it. You're drunk. It's not important."

"No I'm not."

"Okay. You're not. Have another drink then," I teased her.

She did.

We talked for a while about a number of things. It had been so long since we'd really spoken, there was a lot to catch up on. I'd forgotten how easy it was to talk with Velvet, how nice she could be. I didn't even hope for too much when she leaned in on me, looking at the fire. It was getting chilly and I put my arm around her waist. When she rested her hands on my forearm my heart fluttered and my jeans stretched.

With nothing to disturb us but the occasional slug from our beers we talked and held each other casually. It may have only been minutes, but it felt like forever. When her fingers ran gently over the back of my hand I began moving my own hand slowly over her abdomen. Velvet turned her head to look back up at me. I couldn't help myself, I leaned down, I kissed and nibbled on her ear. I worried she would creep out and run away but it didn't happen. She liked it, holding my arm tighter and pushing her face at me to gently kiss her cheeks, then her eyes. Our faces were rubbing together.

When lips met lips it was electric.

I'd never in all my life felt as explosively happy as I was at that moment. Our mouths went wide and our tongues entwined. I took one hand up to the back of her head to support her, to hold her in the kiss for as long as I could, forever if I could. Neither of us stopped, it went for such a long time.

Eventually our necks were sore from twisting and we had to break. Velvet dropped her head to my nape and held me. I couldn't help myself, I couldn't just sit there and do nothing after the most wonderful moment of my life. I had to have it again. I had to know if I could or not. I moved slightly and leaned down. I went to kiss her a second time. She let me, though more gently; slower and more deliberate. To be lip-to-lip with Velvet Scarlatina. My Velvet Scarlatina. I had flutterings in my chest that would drive a more skillful man to poetry.

The heavens, however, could not allow me to live this dream so easily. At first it was just a few drops but as our kiss intensified so did the water from the sky. Sooner than I could believe it was a problem. I looked around to the beer tent. Not only was it full of people, it was full of holes. Water was pouring through. Old canvas. Maybe the party was not as well organized as I first thought, not for all weather. We stood up and tried to use a blanket for cover but it wasn't waterproof. The fire was strong enough to brush aside the attack, but we were getting soaked.

"Hey you two!" my buddy Neptune yelled from nowhere, "This way. And grab some beer!"

Neptune had pilfered a torch somewhere. Him and Weiss and Blake ran with us (via the bar for a beer each) back to the cars. By the time we got to his van, unlocked it and piled inside the rain was serious. We did what we could to dry off with his family's picnic blanket in the back, but it was one of those prickly types that was rough on your face.

For 40 minutes we sat in his car and drank. Velvet and I were on the middle bench seat, Blake was in the front by herself and Neptune and Weiss in the back. No one was boyfriend-girlfriend so we were just mucking around and talking, drinking what we had scrambled with us. The rain occasionally let up, but only enough for a quick pee in the dark before bucketing down again.

"We need more beer," Neptune declared after it was all gone. "Come on, it's almost stopped. Let's get some more."

Velvet opened the side sliding door and felt light drops still falling. "It's still dripping."

"Come on Blake, you can help me," Neptune said, going anyway, climbing over the back seat and through the rear door. "We'll be back in a minute."

Which left Weiss with me and Velvet. I wasn't in the mood to talk anymore. All I could think of was the kiss. After years and years of knowing Velvet and dreaming of touching her, we had kissed. I had given up on her, and yet we kissed. I could hear my heart beat, I worried they could too.

Weiss did what she could to talk to us but Velvet was clearly distracted, too. I wondered which feeling was stronger for her; excitement or guilt?

"Umm, I'm going to see where they are," Weiss said, bored. She opened her door and took off into the wet before any discussion on it.

Immediately I turned to Velvet and ran my hands through her hair.

"We shouldn't have...done that," she mumbled, looking forward. Her words were slurring.

I ignored her and pulled her toward me. I tried to kiss her again. She turned and let me. Our lips touched and our mouths opened, tongues touching.

"We can't," she said, stopping briefly. "They will be back any second."

At that moment a roar hit the roof of the car. The rain started again, heavier than before.

"It's okay," I assured her, "Its dark enough in here. When we hear anyone come we can stop."

"You have to. They can't find out."

"They won't."

Facing each other on the seat we kissed until our mouths hurt. Our tongues danced. I ran my hands through her hair and around her neck. I could feel her heat rise at the touch.

I had to do something more, I had to try. I couldn't just kiss her. This would be the only chance I would ever get to feel up the woman of my dreams.

I reached down to her chest. I pulled at the first button on her shirt. Velvet moved back to give me better access, to let me do it. It was like she was on autopilot. Holy shit. We kept kissing as I opened the second button. Was it really going to be so easy? I fumbled with the third, the one below her bra line, I couldn't get it open. This time Velvet broke the kiss.

"We can't," she whispered, changing her mind. "They'll be back any minute. We'll get caught."

"As soon as we hear anyone I'll stop," I said again.

"You have to."

With two buttons down, rather than fumbling with the sticky third button again, I took a chance and dashed my hand into Velvet's shirt. I went at the top of the bra cup and pushed my fingers down inside. Velvet wasn't expecting to be felt up so suddenly. She sucked a deep breath and dove her tongue into my mouth, groaning as I palmed the bare skin of her warm tit. I almost came in my pants. I had to suck a huge breath through my nose and tell myself 'no' just to keep the sperm in me.

The way she responded, I could tell that Velvet was no stranger to having her breasts fondled. She pushed into it rather than pull away from it, like she missed being touched. Her kissing became crazy. Slyly and quietly I got my other hand behind her and up into the back of her shirt. I flicked the bra snap, after a couple of tries it came open. With the bra loose I openly held the breasts of the woman I had adored all my post-puberty life.

Velvet reached up and took my forearm as I squeezed her bare skin.

"Please. You can't. You know they'll be back any minute. We'll get caught," she said again, looking around into the rain and darkness.

I stopped squeezing, instead running my fingers lightly over her, circling her nipple. She held my arm tight but didn't stop me.

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