Hello all, time for a second installment of the OC collection, this one featuring a new OC as well as elements from both 'The Heiress's Body' and 'Slithering Darkness.' Hopefully you enjoy, and if this isn't your bag, fair enough – Yang will be getting her go with a Dragon before too long on the Citrus Anthology. I'm generally happy with the reception these fics have gotten, and nobody's been too pushy, but given the sheer volume of requests, I feel obliged to express in perfect clarity that I cannot guarantee that all – or even most – Ocs and/or scenarios will be used. If I don't get to yours, I'm sorry, and I fully encourage you to take a crack at writing it yourself. I do hope everyone understands – there's only one of me, and this isn't my only project.

Now then, with that bit of unpleasantness out of the way, let us begin. Enjoy~

Midnight Tenebris silently fumed, jaw clenched as she stormed back to her team dorm. So what if she was short? So what if she was skinny and flat-chested! That Winchester asshole could jump off a cliff for all she cared. Just because she wasn't exactly a Pyrrha Nikos or Yang Xiao Long didn't mean she wasn't pretty.. in her own way…

As the door of the dorm closed behind her though, Midnight dove for her bed and buried her face in her pillow to scream. It just made her so angry… She knew she shouldn't let fucking Racist pigs like Cardin get such a rise out of her, but she couldn't help it. Impotently fuming, Midnight reached over to her bedside table to grab a makeup mirror she never used , feeling the sudden impulse to look at herself… It wasn't the first time…

"I'm not.. that ugly…" Midnight told herself as her white cat ears flattened against her ebony locks, "It's just… " She growled and shouted incoherently before throwing the mirror across the room, "If it weren't for those stupid boobs-for brains bimbos people would think I'm pretty too!" She hissed as her feline tail lashed in irritation, recollections of every time she'd had the misfortune of being in the locker rooms with Yang, or Pyrrha, or any of the other stupidly chesty walking hourglasses that this school called students… Even Weiss Schnee had more up top than she did, plus legs, hips, and that ass that still blew Midnight out of the water… Schnee wasn't stupidly top-heavy like some of the others, butt she still had the right shape… Whereas midnight herself was a washboard with about as many curves…

"It sucks…"

After calming down a bit though, she sat up, still clutching her pillow to her chest though, and stood to walk up to one of her teammate's full-body mirror. It sucked so hard to be partnered with yet another chesty bimbo, and she was so fucking proud of it too… Still there was nothing to be done about it… Midnight dropped her pillow with a sigh, just staring at herself in frustrated disappointment…

"If only I could have half as much as they do…"

While Midnight was preoccupied feeling sorry for herself though, she was blind to the creeping ooze entering the dorm through the vents on the floor behind her. She knew what a Grimm-Morph was, and what it could do, but why would there be one within the walls of Beacon? It wouldn't even have occurred to her to be cautious of a Beowolf in her dorm, much less this rarer variety, but nonetheless, it continued to seep across the floor toward her… By the time she looked away from the mirror and took a step to return to moping in her bed though, it was far too late…

It was only when her foot came down on the ooze that she noticed. She looked down just in time to see it engulfing her shoe, and before she even had the chance to panic kit had sheathed her leg up to her thigh, dissolving every last thread of her clothes as it went. Midnight screamed, trying to throw herself onto her bed and free, but the Grimm Morph tightened around her leg and slammed her down into the floor instead, where the rest of the ooze rapidly descended upon her. She squirmed and thrashed as the slime overtook her other leg, which nearly pinned her completely. She tried to push her way free along the floor as it continued to creep up her body, eroding her skirt and panties , but all she could manage was to arch her back to try and avoid the wet slimy feeling up her back, , which inadvertently caused her to look back into the mirror, forcing her to watch as the semi-translucent slime coated her washboard chest. She screamed as the layer of ooze covering her body thickened, until finally she was fully enveloped, her face and fingertips the last to be swallowed up by the Grimm Morph.

For a moment, all was still. Midnight's vision blurred and the world around her faded away as her skin began to tingle. She felt it seeping into her, but she was powerless to stop it or even move. And then it really started. It seemingly clenched around her body, searching momentarily for the best means to enter her, and when it found them, there was no stopping it. In the next instant, it surged down her throat, up her ass, and into her pussy in a torrent of sexual violation. Another muffled scream tried and failed to escape her lips as she felt it forcing its way into her body faster and harder, her vagina in particular being stretched to allow ever more of it to invade her at once. She felt her stomach begin to bulge at the sheer amount filling her, but even as she did, the ooze seemingly began to recede back down her body, though all the freedom meant was that she could shake and tremble, hips bucking wildly as the remaining half of the morph's original volume pumped itself into her body exclusively into her widely spread pussy. It finished invading her sex in undulating pulses, each bulging spurt forced into her stimulating every pleasurable spot she had, forcing the Faunus to climax over and over. By the time the last of it disappeared into her body, Midnight looked pregnant – at least for the moment before her stomach began to unaccountably shrink again.

Midnight's chest heaved as she shakily rolled onto her stomach and tried to climb onto her knees using her bed for support. Her skin was electrified and her core was on fire – she felt open, almost hollow, despite being more filled than she'd ever been or even imagined. Trembling, she reached down between her legs, and almost immediately recoiled. She was still extremely loose, juices persistently streaming down her thighs. Not only that but her nipples were stiff, almost aching in need, and it was in that moment that Midnight realized that she was incredibly horny…Without thinking, Midnight reached down and began to rub herself, slowly at first, but soon her self-control melted away entirely, allowing her to vigorously pleasure herself with abandon.

And then the changes really started…

It started as a tingling in her toes, and then she began to feel it rapidly creeping up her legs. Her calves grew toned, and her thighs began to fill out dramatically. Midnigght gasped as her hips rapidly broadened, and her ass plumped in such a way to realy get the most out of her new knockout legs. The hourglass continued up her body as her stomach grew tight and toned, and then the sensation reached her chest… Midnight squealed and moaned in ecstasy like a whore as she squirted onto the floor, the sensation of her chest tightening sending her over the edge. Midnight clung to her ;bedside with both hands and stared down in awed horror as her breasts began to visibly swell, almost so fast as to bulge from her formerly washboard chest. After a heartbeat she was like Weiss, after another they were closer to Blake Belladonna's… Perhaps her mind was clouded, but those tits didn't lie… Not that she'd ever thought to use that word in reference to herself – indeed, she was unaccountably thinking in trashier terms now – a new predilection not undermined in the least by the way the girls seemed to explode in an instant to match Xiao Long and Nikos – maybe even a little bigger, but her vision was still too blurry to really tell. In mere moments she had the body she'd always wanted, with curves to die for, soft and smooth all over, and lips that just begged to be forced apart as something long and thick sank down her throat… And all it cost her was a few minutes of rape by a goo monster…As she collapsed onto her back and stared blankly into the full body mirror once more and saw the centerfold beauty her body had become, a single phrase pervaded her thought along with a sense of bizarrely smug satisfaction.

I can rock this…


After she'd come to, the new Midnight Tenebris had spent the better part of an hour settling on her outfit… She really wanted to work it now that she had it – She wanted everyone to know that Midnight Tenebris was drop-dead gorgeous and very available…She'd momentarily thought to 'borrow' some of her busty teammate's clothes, but even those would have been tight on her as she was now, and if she was gonna rock the trashy look, she might as well go all the way. That much settled upon, Midnight had gone to her own dresser with a smirk and picked out a little tube top that she'd never actually worn because she'd always been too self- conscious. Now though, not only did she not give an actual fuck who saw her body, she actively wanted to show it off so with a grin, she tried to slip it on. It hadn't been easy – DD didn't fit so easy into a washboard-sized hole after all – but eventually she pulled it off – or on as it were – the end result being a single, thin strip of cloth stretched way too tight across those glorious tits, showing off all her cleavage, not to mention plenty of the underside of her newly prominent curves. Barely covered her nipples really, and it was way too easy to tell when she was horny… it was perfect… Her bottoms were a little more involved, but not by too much… after some hemming and hawing about whether or not to just walk out naked, Midnight decided to be more of a tease than that – to make them want it before she gave it to them – and so ended up just taking a knife to a pair of her old jeans, slicing the legs clean off as closely as she could before she attempted to put the new cutoff shorts on. Might as well have been a pair of denim panties, and just like the top, it was way too tight. She licked her lips as she looked herself up and down and struck a pose just to let her breasts bonce in the mirror, and then to complete the ensemble, such as it was, she did borrow a pair of five-inch stilettos from her friend. She wouldn't mind… much…

Her 'uniform' seen to, all that remained was to use it – to go out there and show up every bimbo that head ever made her feel small by fucking everyone she could lay her hands on… or better yet… cut out the middlemen and seduce all the hottest pieces of tail herselff~ RWBY and JNPR were just due back from a mission after all…


Yang Had Blake pinned to the wall, Weiss was riding Ruby and jerking off, and Nora and Pyrrha were giving it their damnedest to scissor each other and penetrate each other at the same time. The one major commonality to the participants in the locker-room orgy that a surprised but not displeased Midnight Tenebris had walked in on was that all of them had pulsing, ribbed black cocks protruding from their soaking wet pussies. What little aspect of her rational mind that remained pegged it immediately as the clear sign of infestation of their bodies by young Ursula – apparently Beacon had a rather severe Grimm containment problem – but the overwhelming, sex-crazed id which the Grimm morph had placed in a position of dominance in her brain didn't care. All she saw was the chance to get the fucking of a lifetime…

"Hello ladies~" Midnight interrupted the chorus of moans, leaning up against the locker. She held an arm under her chest to accentuate the girls such that they nearly popped out of her woeful excuse for a tube top, and her other hand slipped down her waist, slipping her barely-there shorts down her hip a little, "Can I play too~?"

They all stopped, all six of them turning to look at her at once, each in her own way betraying their lust for a new, supple body to fuck as though she were a piece of raw meat. Midnight loved it…

In the next moment, Blake was slumping to the floor as Yang, still rock hard, turned to grab Midnight by the top, nearly throwing her onto the locker room bench, ripping the article of clothing apart in the process. Growling almost bestially at the sight as Midnight's newly enlarged breasts bounced and jiggled from the impact, Yang straddled the horny newcomer's torso her eleven inch Grimmling cock slapping wetly into Midnight's cleavage. Midnight moaned and eagerly sucked the head of Yang's cock, but then she felt an odd tingling sensation as a pair of white glyphs materialized around her ankles, spreading her legs and then twisting her waist. She flinched at first, though she was not in too much discomfort, and soon what irritation there was had been replaced by eager lust as Weiss Schnee 's borrowd cock plunged into Midnight's pussy up her shredded pant-leg, and that of Ruby Rose impaled her ass after a brief moment in which the seat of midnights cutoff shorts was torn open. The Faunus's ears twitched and her tail lashed in ecstasy as her head was thrown back. Ass… pussy… titfuck… more than she'd ever thought she'd get the chance to experience mere hours earlier , and now she had it all at once – not that she could moan out her bliss though, because Blake Belladonna was swift to claim her open mouth once she'd clambered back to her feet after the fucking she'd received from Yang. Midnight half-gagged, half-moaned around the pulsating shaft now being forced down her throat, and only barely glimpsed Nora and Pyrrha coming over from her limited viev between Blake's drenched, finely toned thighs, but she was long past caring, even as each of the possessed JNPR girls took one of her hands and forced her to give them both hand-jobs. She wasn't even a person anymore… she was a fuck-doll, and while the very idea would have revolted her before, now, even that much sexual gratification and domination almost wasn't enough to satisfy her… Almost…

Midnight screamed around Blake's cock, hands squeazing and jerking along Nora and Pyrha's lenths rapidly as her climax hit her, Her back arched under Yang, causing her breasts to jiggle around Yang's cock, and her walls clenched – both her pussy and ass - around the cocks penetrating her down below. It was so overwhelming – so all-encomassing – that for that one moment the metaphor realized itself, and the persona that was Midnight Tenebris evaporated, and all that was left was the nameless, pleasure-crazed whore that she'd become. When she briefly returned to her wits between climaxes as she was claimed all over for the next hour though, the persona of Midnight Tenebris relized her true purpose: She was a slave to her body, eager and willing, whose sole duty was to seek out and achieve the utmost possible pleasure of the flesh. Nothing less was acceptable, nothing more was required, and that was more than enough…