Weiss was feeling many things currently, she wasn't angry though, but she was feeling disappointed in her own body for once. She of course had always been less developed in the chest region as the rest of the girls on her team, but it never really bothered her. That was till of course today, she was going through the books that her and Ruby shared for class looking for a text book when she found her girlfriends nude magazines. Weiss was one shocked that they still made these kinds of things, but she was always shocked to see that Ruby owned two of them, both filled with girls with huge breasts. Ruby told Weiss that she loved her perky breasts so much all the time, but Weiss felt like she couldn't satisfy Ruby completely because of their size, well she had that thought once in the back of her mind but now it was at the forefront of it. So, Weiss was going to get Ruby the best birthday gift yet, as well as satisfy her own personal goal in the meantime. Weiss heard the door open quickly and she put the magazines back to where she had found them before Ruby sped into the room. Ruby instantly went to hug and kiss Weiss all over her face with a giggle. But the little rose suddenly stopped when she realized where they both were standing.

"Weiss, what were you looking for in the book self? You never go near the book self." Ruby spoke out barley calmly giving Weiss the hint that she didn't want her magazines to be found.

"Well I couldn't find my text book for class, so I assumed it was here but its not." Weiss wasn't going to tell Ruby what she found just yet, that would probably make Ruby feel guilty and Weiss didn't want that.

"Oh, I borrowed it, sorry for not telling you before I left for class you were still asleep." Ruby let go of the hug and went through her backpack and gave the textbook back.

"Its ok Ruby, leave a note next time though ok, I was worried I left it in class last time." Weiss took the book and kissed Ruby on the lips before walking to the door to go to her class.

"Oh, also I will be going shopping after class today, would you like some cookies from the bakery?" Weiss asked sweetly covering up what she really had planned.

"Yes please! Double chocolate chip!" Ruby gasped out and jumped with glee. She blew Weiss a kiss and jumped into bed pulling out her scroll to play one of her video games as Weiss left for class.

Weiss was bored in class, she wasn't even listening to Professor Port as he went on about him killing Grimm like she usually would. She instead kept her book up, so her hands were covered as she played with her scroll looking up information about breast implants. All the information she found was not for her as all the girls in the picture looked fake, well their breasts did and that is not what Weiss wanted. She wanted natural breasts, she did want to be a mother sooner or later so having large fake breasts looked awful to her. But as she was looking through sites so found one site about a dust store that sells body modification dust. Weiss was always concerned about using dust on her body but from what she had learned from Professor Peach it was completely possible. Weiss looked through the site more and found that not only do they sell more sexual modifying dust, but they were in Vale too, not even that far from Beacon. She saved the address and went back to other sites trying to find other outlets as back up options but found none. After another boring hour though class ended, and Weiss sprung up out of her seat and was going to go right to town, not even bothering to change from her school uniform. She did though put her book in her locker with her weapon not wanting to drag around a text book with her the entire day.

Weiss loved walking through Vale, it was much friendly then Atlas. While everyone back home only cared about themselves not even saying hello to anyone as they walked by unless they had no choice but too. But Vale was a different, everyone was so kind and happy, and it made Weiss feel so much better about making this her home instead of doing what her father would have wanted. She shook her head though and focused on her goal of getting to that shop, she had to do it for her and Ruby, she could think about Vale another time. It didn't take her long to find the store, but it was not what Weiss had in mind, it was small, and it looked a little old compared to the other stores next to it. Weiss gulped a little and headed inside a little amazed as she saw all the different bottles and cases of dust. There were thousands of them and they all looked so different, it was amazing to Weiss, but she was snapped out of her thoughts as a younger red headed woman tapped her on the shoulder.

"May I help you ma'am." The red headed one smiled as she asked Weiss. She had to be no older than twenty-five, she looked amazing.

"Yes, I was looking for a dust that would help me grow my breasts to be larger permanently. I saw that you had a dust that could do that, do you still have it in stock?"

"Hmm…yes its still in stock give me a moment." The woman disappeared into the back for a moment and came back out with a small blue vial of what looked like a liquid.

"Here it is, now just so you know its not like any normal dust, it has been grounded down and milked with waters to make it drinkable. For body modifications like breast enlargements or other things you have to drink the dust to make sure it works properly. Also drink it before you go to bed and make sure you don't have any plans in the morning as sometimes the transformation can take more time than just working in your sleep." The woman smiled and handed Weiss the vial carefully and went to the counter to turn on her register.

"Drink it? I have never heard of anyone actually drinking dust before is it safe?" Weiss walked over pulling out one of her credit cards and handing it to the women.

"Yes, it's perfectly safe, I made sure of that as I have drunk some of the other modifying dust before. If you have any questions about it call the shop tomorrow and I will make sure to answer them as best I can." The woman giggled and gave Weiss back her card.

"Thank you I will, have a good day." Weiss smiled at the woman as she took her card and went back to her dorm quickly.

For the rest of the day Weiss held the vial close to her without showing it off to anyone at all, she couldn't let her surprise out to anyone not even her other teammates. Once the rest of her team was asleep she looked at the vial of liquid dust and drank it down completely. Not a single drop was wasted, and she burped softly as she put the vial under her pillow. She fell asleep rather quickly with a smile on her lips as her dreams were filled with her having her larger breasts as well as Ruby gawking at them as she threw out those dirty magazines. Weiss's body though was not changing like Weiss wanted, all that had happened so far was a small light blue dot forming over her belly button so far. As the morning came too and her team awake Weiss felt sick and hot. Her team came over to her to help her out as best they could but there was nothing they could do. Ruby had put a wet rag on Weiss's forehead to help cool her off and gave her a kiss on the cheek. Weiss stayed in bed and waved her team off as they went to class.

"I shouldn't have drinking whatever that stuff was…. fuck its so hot in this room!"

Weiss sighed out as she threw off her blanket and got out of bed trying to get to the ac controls to turn on the air. She was so hot and sweaty her bangs were stuck to her head as she felt like she was going to sweat to death. But before she could make it to the AC she dropped to the ground as her legs gave out and she landed on her hands and knees. Her body tightened up and pain shot throughout her body, especially in her chest and ass.

"Fuck what's going on, my body hurts so much!" Weiss screamed out as she reached up to her chest, grabbing at her left breast as the pain grew much worse through her entire body.

Weiss screamed out again as both her breasts felt like they were on fire, she laid on her back as the changed started. It was slow and painful, but her breasts were finally growing, but her body was changing in other ways as well. The small blue dot above her belly button toned down to a light blue and started to spread across her pale skin giving it a blue tint, but only on her belly so Weiss didn't notice her skin changing colors just yet. She was more focused on her breasts as she grabbed both as they grew under her palms, they so far went from the small A cup she was used to all the way up to a large C cup, but they weren't done yet. Weiss's screams turned into moans as her nipples rubbed against the soft silk of her night gown. She still felt pain however, but it had a hint of pleasure as well as her breasts got even larger pushing the bonds of her nightgown to the max as they grew into a E cup, making the night gown rip slightly as they grew so much in a much faster time. Weiss looked down at her much larger breasts with a smirk as she panted hard trying to regain her breathing. But she went back to yelling in pain again as the pain went from her breasts to the rest of her body.

"What's happening to me!" Weiss screamed out as she flipped back over onto her knees as laying on her ass was making the pain worse.

She got on her knees and on her right hand as she reached back to her ass, it as well inflated in her hand just enough to rival the famous Bellabooty. Weiss didn't want her ass to grow but wasn't going to complain about it. What she was concerned with was the pain right above her ass crack as a tail shot out of the spot fast. The end of the tail had a heart shaped end to it and quickly turned light blue like the rest of Weiss's body was. Weiss noticed the color change and tail as well panicking like anyone obviously would. The tail though seemed to have other plans as it pushed between Weiss's large ass cheeks and the end of her tail rubbed against her slit. The pleasure mixed with the pain making it almost impossible for Weiss to move against it as her body continued to change, the light blue now covering her body completely as her once pale skin now looked a little blue. But the changes were far from done yet, Weiss grabbed onto her head as the pain started to spread there, her new tail continued to tease her slit though rubbing her folds fast and hard to make her feel good as her body finished up. Weiss screamed out in pain and pleasure as two small horns grew out just above her temps going straight up for a short distance till they curved slightly making it impossible to stab someone in the head with her horns during a kiss. She felt her eyes water up as well as the sclera in both her eyes went from their natural white to pure black making both her blue iris glow more. As the pain of her changes disappeared it was replaced with the pleasure of her new body, giving her all kinds of new feelings she never knew were possible. Her tongue rolled out of her mouth, which was much longer now reaching to the bottom of her chin easily, as well as ending more at a rounded point.

"So good, whatever happened to my body makes everything feel so good now!" Weiss screamed and moaned out as she rolled back onto her back.

She reached up with her left hand grabbing one of her now much larger breasts pulling on her nipple hard. With her other hand she pushed the tip of her tail away, so she could finger her pussy hard. She never felt this tight before, Ruby only ever put her fingers inside her, but it felt as if she had regained her virginity as well as her sensitivity went through the roof. Her nipples even leaked a little milk onto her finger and other breast as she started to get close to cumming. Her tail poked at her asshole as well teasing Weiss's body even more, which finally sent her over the edge. She cummed hard, sending her liquids all over the floor leaving Weiss in a pant. She was at a loss, she loved her breasts new size but as she leveled out mentally she noticed her now light blue skin, the horns and especially the tail. Which once she noticed the changes weren't leaving her body she screamed out loudly like she was being murdered. She got up looking into the body mirror in the corner of the dorm, she spun around looking at all the changes and grabbed at the tail, so it would stop moving.

"What the fuck happened to me all that was supposed to change was my boobs not my whole body! I look like a fucking succubus!" Weiss screamed out and the door slammed open as Ruby busted in holding her crouch under her skirt.

"Weiss, I feel hot to!..." Ruby's words trailed off once she saw her girlfriend not looking like she normally would.

"Weiss….is that you?" Ruby almost whispered out forgetting her own problem till the pain shot back into her crouch. Ruby screamed out and fell to the ground rolling over to her side, which made Weiss run over to Ruby to check on her and close the door.

"Yes, its me Ruby, but what's wrong please tell me your ok!" Weiss spoke out fairly calmly trying to make sure Ruby didn't panic at all.

"No! My crouch burns, it started after I kissed you on the cheek and just got to bad to sit in class!" Ruby screamed out as she started to sweat hard, she also squeezed her crouch more as the pain grew worse.

Weiss's heart sank a little as she figured this was all her fault, all she wanted to do was give Ruby a good birthday gift now she looked like a freak and Ruby might have been turning into one as well. Weiss moved Ruby's arms to her side and started to rip off her uniform to make see if she was changing like she was. Ruby continued to scream out bloody murder as Weiss ripped off her clothes, but once Weiss got to her girlfriend's panties she noticed the change and why Ruby had pain in her crouch. Once Ruby's stripped panties were out of the way her cock flopped out, a cock Ruby had never had before at all and it was big. Not only was it big it was thick, it had to be around seven inches soft and about an inch and a half thick, that was not what was truly scary to Weiss. What scared her the most was the shift in colors it started to have, going from Ruby's normal skin color to pure black, exactly like the color of a Grimm, as well as the veins in her cock were glowing pure red pulsing as her cock got hard. The black color spread from the tip of Ruby's now completely hard cock all the way to her large sack as well as to where her trimmed pubic hair once was.

"Holy shit Ruby you have a cock! You have a huge fucking cock!" Weiss gulped out as something in her told her to suck it. She resisted for a second before the voice got louder and louder and her body moved on its own.

'Weiss please make it go aw…" Ruby was cut off as Weiss took her new cock entirely into her throat. Ruby moaned out as the black color stopped spreading from her crouch turning into a light red. Her large sack as well started to throb as they started to make cum in them for Weiss to enjoy.

Weiss was not in control of her body at this point, she wanted to help Ruby stop the changes not suck her off. But something deep inside her made her keep going, her hands reached up to grab at Ruby's large sack as well squeezing it softly as the massive shaft slid into her throat easily. She had never given a blow job before, but this felt so natural to her, making it extremely easy to take Ruby's new meat stick. Weiss didn't even gag for a second as her nose pushed into Ruby's crouch where her once trimmed hairs once sat at. But as Weiss sucked off Ruby a tail sprung up from between Ruby's legs as it finished growing out of the top of Ruby's ass crack like Weiss's had before. But unlike Weiss's tail hers was a light red with the heart shaped end being pure black like her cock was. Ruby's tail wrapped around Weiss's left breast squeezing the massive amount of flesh, also making milk leak onto the floor.

"Weiss don't stop it feels so good!" Ruby screamed out grabbing at both of her breasts as they turned light red like the rest of her body and growing to a large C cup.

Weiss had no plans on stopping at all, she felt a hunger grow in her belly for Ruby's seed and she was going to get it no matter what. She looked up at Ruby as sucked her off noticing the last of the changes hitting Ruby's cute face. Her skin was completely light red besides her hands, feet, cock as well as her large sack those were pure Grimm back. Her eyes changed the same way as well as Weiss's did making her silver eyes glow more around the black of her sclera. Ruby also grew horns just above both her temples, but they didn't grow as long as Weiss's had, as well as the curved around the center of her forehead almost protecting it in a way. Once Ruby was completely turned into whatever both her and Weiss had become she cummed into Weiss's throat filling her belly with musky cum. That made Weiss gag a little, but she drank it all down as she let Ruby's cock slide out of her throat. But Ruby was still completely hard, the red veins in her cock and sack pulsing hard. The scent of Ruby's cum as well sent Weiss into heat like she was a Faunus, she needed more, and she needed it in her pussy. She stood up, standing over Ruby as the younger girl panted hard. Weiss wasn't going to give Ruby a break just yet. She pushed herself down on the cock hard, all seven inches of it breaking into her pussy as the tip easily hit the back walls of her womb. Both women moaned out in bliss as Ruby grabbed onto Weiss's pumper hips and as both tails intertwined making the two moan even more. Weiss leaned down making her large breasts push up on Ruby's as they kissed deeply. Both of their long tongues danced in each other's mouth as Weiss began to bounce hard on the cock. She almost got off of it completely only to slam herself back down onto it, sending ripples in her large rear as well as making the tip slam into her wombs back wall.

Weiss and Ruby were both lost to the pleasure and to each other. They continued to fuck for what seemed like forever, both dripping with sweat as Weiss bounced on Ruby's cock and Ruby now thrusting into Weiss in return. Weiss pulled away from their deep kiss to scream out in bliss as she squirted hard all over Ruby's cock.

"Ruby I am cumming!" Weiss screamed out again as she squirted even more all over Ruby's cock and balls.

"I am too Weiss!" Ruby squeezed Weiss's ass hard as she pushed herself all the way into her womb before sending load after load of her musky cum into her.

Once both girls finished cumming Weiss fell on top of Ruby wrapping her arms around her as both their tails still were intertwined. She looked up at Ruby lovingly before kissing her again but softly on the lips. If they were to be stuck like this forever at least they had each other. Ruby smiled back at Weiss wrapping her arms around Wiess in return.

"So, I really only wanted to get bigger boobs because I found your magazines, I had no clue this would happen at all. I hope you aren't mad Ruby but happy birthday." Weiss awkwardly laughed out before Ruby kissed her again.

"Weiss, I can't be mad at you, but you didn't have to go through well all of these, I loved your perky little boobs. But now look at them they are huge and filled with milk! You know I am going to get that milk in the mornings now!" Ruby giggled out before kissing Weiss again softly.

"But thank you for the gift, do you know if we can change back?"

"Well the lady told me it was permanent, so I am going to assume no, but we can ask her about it she told me call her if I had any questions." But before Weiss could let go of Ruby to get her scroll Blake and Yang both walked into the room.

"Hey sis we saw you running out of class are you…. ok" Yang's words trailed off as she saw both Ruby and Weiss on the floor. Blake on the other hand was completely numb her body seeming to go into heat almost instantly just from the smell alone that was in the room. Both Weiss and Ruby seemed to enter into a similar state as well Weiss locking eyes with Blake's hardening cock and Ruby licking her lips at her sisters bust. Before Yang could say another room, the pair got up locking the door behind Yang in an instant and getting her as well as Blake out of their uniforms. It was going to be a long day for the other girlfriends as the succubus lovers were going to make them join in on the fun.