Slowly, by inches, Ruby came out of sleep. From dreams to thoughts to waking, she arose. Ruby breathed deeply, smacking her lips happily. She'd never felt better. There was just something... off though. A strange, arrhythmic creaking. It was accompanied by a noise both familiar and incomprehensible, a word for it on the tip of her tongue.

Her tongue...

Oh.

Ruby opened her eyes and rolled over, staring down at the double wide bed that Blake, Yang and Weiss had out together. On it, naturally, Blake was thrusting deep into one of Yang's holes. Ruby wasn't able to see which from her elevated angle. Yang, it seemed, was the source of the groans, continuously begging Blake to fuck her, to try and make her cum. They'd woken her up.

Cheekily, Ruby knocked on the frame of her bed, causing Blake to nearly jump a foot. "Good morning Blake. Good morning Yang."

"Oh, hey Ruby," Blake said.

Underneath her ravaging assault, Yang waved at her sister. "Hey Rubes. How was your nap?"

Ruby playfully rolled her eyes. "It would have been better if you two didn't wake me up." Crawling out from her covers, Ruby dropped to the floor, graceful and nude. "I miss anything?"

Yang shrugged, trying to sit up and get off of Blake. "Oh, nothing much. Just... just some... Blake, I can't get your prick out of me."

Blake playfully helped Yang sit up, fondling the blondes ample breasts. "I know. This is revenge for going two dicks to my ass. You want to talk to Ruby, you have to do it with a dick in you."

Yang elbowed Blake playfully. "Meanie. No sister should walk in on their beloved older sister when they're being fucked. They should always walk in when they're the ones doing the fucking."

Blake glanced at Ruby. "Actually, that was something I've been meaning to ask you. Me and Yang have been at it for two hours, but she still hasn't cum from her dicks yet. What did you do?"

Ruby playfully winked. "Oh, just some of this- " Ruby ran her hands over her breasts, "-and some of this-" she waggle her tongue, "-and of course, this." Ruby turned and gave her ass a shake, showing off her still gaping pussy. "I guess I drained Yang dry."

Yang and Blake were blushing ferociously at the sight of Ruby's body. Blake could feel herself on the verge of orgasm, and even Yang couldn't deny the reinvigoration of her masculine sexes. Of course, any hope of a three some was dashed when the door slammed open and Weiss walked in.

Ruby, Weiss, Blake and Yang were, collectively, at a loss for words. Blake decided to answer Weiss' arrival with action, and started thrusting upwards into Yang, blowing her load. "Oh... yeah..."

Weiss rolled her eyes at Blake and Yang's antics, and absconded to the dresser. "Whatever it is, don't bother me. I'm done for the day."

Blake pulled out of Yang, flopping down alongside her, her barbed dick flaccid for the first time in forever. "I'm spent to. I think I'll just... rest a little."

"What!? Come on girls," Ruby said in shock. "The day is only just starting, and we have one chance to sexually dominate this school. So who's with me!"

"Ruby, it's eleven at night. It's nowhere near morning you dolt," Weiss chided, stripping out of her dress for bed. "You didn't sleep as long as you thought you did."

Ruby faltered. "I... but... it's what now?"

"Eleven at night. Look out the window."

Ruby shot to the window, throwing it open and getting a blast of freezing cold air to the face and chest. "Ack! Coldcoldcoldcoldcoldcoldcold!" Ruby covered herself as best she could and looked out. Beacon's grounds were covered in a pillow... no, a sheet... no, a blanket of snow. The distant lights of Vale had been extinguished, possibly to conserved heating fuel. The school itself was a veritable light show, sodium yellow mixed with mercury whites. It was a picture of a different era.

The clouds had cleared, and beyond them...

"Woah..." Ruby stared up at the starry night, before slamming the window shut and frantically shoving the now almost nude Weiss away from the drawer. "Sorry Weiss, but I need to get outside."

"What are you doing Ruby?" Weiss said indignantly. "Why are you going outside?"

"Stargazing!" Ruby declared, grabbing her skirt, some stockings, a heavy coat and an undershirt. "I'm going to watch the stars." Ruby stuffed her clothes into her arms and glanced at Weiss's last remaining garment: her panties. "You might want to get some new underwear Weiss. I think you've worn out the elastic on that one."

Weiss grumbled as Ruby threw almost all of her clothes on, saving the stockings. Instead, Ruby laid them out on the team's work table and removed a pair of scissors from the drawer. Yang sat up in the bed she and Blake were sharing. "What are you doing Ruby?"

"Cutting the crotch out of my stockings. Why do you want to know?" Ruby asked, pulling her stockings up under her combat skirt. Cheekily, she pulled the skirt up and flashed her bare clitoris at Yang and Blake. "It'll be fun to be outside. Maybe I'll grow an icicle."

Weiss rolled her eyes, climbing into her own bed totally nude. "Whatever Ruby. Just don't freeze to death out there."

"I won't!" Ruby declared, turning off the lights, opening the door and stepping out. "Oh, hey Pyrrha," was the last thing that Ruby's team heard before the door shut.

Minutes ticked by before Weiss turned over in her bed and flipped the lights back on with some Dust magic. Blake sat up, as did Yang. Weiss looked at them both. "I'm not the only one who's getting a little worried about Ruby, am I?"

Blake shook her head. "We only introduced her to this today, but she's getting around so much. She's already fucked all three of us, and if the rumors are true, Velvet and Coco."

"Wait, Ruby got to fuck Velvet? Awesome!" Yang cheered. She deflated a little when she saw Blake and Weiss' glares though. "Oh come on. I'm cool with my sister being sexually active. Hell, I'm fine if she's sexually overactive. She can make her own choices."

"I know, but did you see what she just did. Ruby's hornier than... well, anyone I know," Blake said. "Even I needed to stop halfway through the day. You and Weiss are spent. And Ruby just... walked out the door with crotchless stockings and a bottomless skirt. What the... the hell... is wrong with her... her libido."

Weiss slapped her forehead. "Of course, dammit! Why didn't I realize it before?"

Blake made the connection at that moment as well. "God damn..."

Yang glanced around. "Uh, mind telling me what's so bad about Ruby being sexually active?"

"Don't you get it Yang?" Weiss asked rhetorically. "Ruby's been our cum dump all day. She's been absorbing our semen with her Aura for hours. We do that to restore our libido. What do you think Ruby would do with it?"

Yang's eyes widened. "Holy crap! My sister's a literal sex machine!"

"Put in cum," Weiss began.

"Get out the horniest fifteen year old at Beacon Academy," Blake finished.

After a second though, Yang smiled. "Damn. I guess we'll just have to deal with a really horny girl who'd love being fucked for the next two weeks!"

Weiss and Blake blinked, and then smiled. Internally though, all three girls shared the same thoughts: 'I hope Ruby is okay.'

...

"Oh, hey Pyrrha," Ruby said walking out of her room. "Uh... what are you doing?"

"Shush Ruby," the red head of JNPR said. Pyrrha returned to searching for a crack between the wall and her door. "Come on... where is it.."

Ruby cocked an eyebrow. "Are you... Trying to peep Pyrrha?"

Pyrrha glanced at Ruby and shushed her again. "Nora and Ren kicked me out for the night. They're monogamists and they didn't want me to get into it with them or try to force myself on them. I'm trying to get revenge like this."

Ruby giggled a little. "This is pretty dastardly of your Pyrrha. Maybe I should go in and tell them anyway."

Pyrrha shook her head. "No thank you Ruby. I just... oh what's the use." Pyrrha turned around and sank to the floor. "Great... nothing to do, nowhere to sleep, and a raging boner."

Ruby cocked her head. "I don't see a boner. Where is it?"

Pyrrha rolled over a little and adjusted her chest plate. Just between her breasts, stuck right inside her cleavage, was the large, flat head of her horse-like cock. "Tada. Sixteen inches of meat, and no one to put it down." Pyrrha glanced down though, and after a moment bent down her head to like the tip. "Well, I guess I could do it."

Ruby smiled and stuck out her hand. "Actually, I've got a better idea. "I'm going out stargazing, so if you would like to cum, we can both go."

Pyrrha's grin was all the answer Ruby needed. "Stargazing sounds fun. You won't be cold will you?"

Ruby shook her head, starting off down the hall, Pyrrha in tow. "Nope. Will you be cold?"

"I think I'll warm up with friction. Hahaha."

...

The night was colder than Ruby expected. The frosty air nipped at her nose and eyes and made her wish for a hat. The air also swirled under her skirt, tantalizing her soaking wet vagina. "Ooh... I might actually get icicles."

"W-w-w-what w-w-was that R-ruby?" Pyrrha asked through her shivering. Unlike Ruby, Pyrrha only had her armor on, and the cold was hitting her badly. "Y-you'll get w-what?"

"Icicles. It was a joke," Ruby answered. The shorter girl wrapped herself around the taller young woman. "You sure you want to be out here?"

"S-sure. G-g-give me a min-minute." Pyrrha breathed deeply for a moment and channeled her Aura. Red light bloomed around her, encircling her in it's protective grasp. Pyrrha sighed. "N-now that's better. That's much better." Pyrrha glanced up. "Wow."

"Yeah," Ruby concurred.

High above the duo, the stars hung in their perpetual state of beautiful serenity. The white diamonds blinked and twinkled, the distant nebulae a miraculous showing. The sight of the stars, as it had and always would, left Pyrrha and Ruby in a state of rapture. The clear skies were indescribably beautiful, the stars endless and infinite, teasing the eyes with their endless depths, promising ever more greater mysteries beyond the realm of the planet. It was a sight so miraculous, so perfect, that it struck awe into Ruby and Pyrrha, even now.

"Wow..."

The beauty, as it always does, slowly faded through the degrees of amazement it created. Such awe would never fully vanish of course: it never would and never did. Even so though, Ruby and Purrha eventually found themselves back in the present, in the snowy world of Beacon Academy, standing in the cold courtyard between buildings. Ruby glanced at Pyrrha. "Beautiful, ain't it?"

"Yes. It is very beautiful Ruby." Pyrrha smiled at her friend. "Not as beautiful as you though."

"Aww," Ruby said, meeting Pyrrha in the middle of her kiss.

"Close your eyes," Pyrrha said. Ruby did so, and after a moment, felt Pyrrha's slightly wet finger touch her lips. Ruby instinctively licked. "You can open your eyes now Ruby."

Pyrrha scratched her chin. "Ruby, tell me, which do you think is more beautiful; me or the stars."

"You," Ruby answered without hesitation.

"Alright then. Between your team, who's the best sexual partner?"

"Hmm... hard to say. I guess it depends on the situation: Yang's better for bukkake, but Weiss is the most fun with her blue dick, and Blake's barbed dick is really something else. I guess I'll need more experience with the before I can say anything specific," Ruby said, surprise and some confusion building on her face.

Pyrrha smirked a little. "What's your secret fetish?"

"To grow a dick or two and impregnate every girl at Beacon!" Ruby declared. "And Pyrrha, may I ask a question?"

"Of course."

"Why am I saying all of this?"

Pyrrha gently stepped

Forward and caressed Ruby's face. "My semen and precum have a rather special property. It forces anyone who eats it to tell the truth. So I could have asked if you were cheating on your significant other or just want you had for breakfast, and you would have probably told me."

"Probably?" Ruby asked.

"Well, someone with sufficient will can resist the effects, and activating your Aura will neutralize it fast enough. I still think it's fun though," Pyrrha asserted.

Ruby smiled at her friend. "So how is Little Pyrrha? Still ready to go?"

"Of course," Pyrrha said. The champion of Mistral began to undo the side strings of her armor. "I just need a moment to strip. Do you want to strip out as well?"

Ruby giggled perversely and flipped her skirt up, revealing the hole she had cut in the center of them. Her pussy was literally steaming in the cold air. "Who needs to strip to have fun?"

Pyrrha laughed and pulled the last string of her armor loose, the entire set of plates falling down around her. In barely a moment, Pyrrha had fully exposed herself to the elements and to Ruby. "Isn't it so much better, to be naked in the snow?"

"Maybe," Ruby said. "Pros and cons. But that dick is one big pro."

Pyrrha's dick was large and long. It certainly wasn't the longest or thickest she'd seen, but for a girl fascinated with guns, it was a big gun. Sixteen inches long, two and a half inches thick, sticking out almost straight due to it's sheer weight, it was the spitting image of a horse's manhood. The head was nearly flat, the foreskin stopped halfway down, and though Pyrrha lacked balls, the thick thatch of red hair at her base was a brilliant reminder of a horse's mane. Ruby could feel her pussy start to drip. "That... that is going to be fun."

Pyrrha nodded. "I think I should get some lubricant before we start. You wouldn't mind waiting, would you?"

Ruby shook her head, her hands stealing under her skirt and to her crotch. Her entire fist sank in easily. Ruby began rapidly masturbating. She knew she was in for a show.

Pyrrha took a deep breath and bent forward, her cock brushing against her face. Taking the tip in one hand, Pyrrha guided it to her mouth and took it in. Slowly, she sank her cock deeper into her mouth, a few inches clearing into herself. After six inches though, Pyrrha stopped and fought down her gag reflex. Pulling back, Pyrrha spread her legs for balance (and to flash her wet pussy at Ruby) and began to suckle her dick.

Pyrrha bobbed gently on the end of her cock, her spit and pre-cum drooling out onto her thick length. Her pussy was also dripping, fluid vanishing into the cold snow. Pyrrha tried again, pushing nearly eight inches into her mouth and down her throat before returning, gasping for air. Pyrrha was sure that by now she had enough lubrication, especially considering how obviously wet Ruby was, but she could also see the look on Ruby'a face. Ruby wanted to see her blow herself.

Pyrrha took a final few breaths and bent as much as she could, allowing her mouth to slide down her length as far as she could manage before pulling back out. Pyrrha returned from nearly halfway down her shaft to the tip, before heading back down again. Pyrrha began to move as if it was a workout: crunches on her cock. In the cold snow, Pyrrha fucked her own throat, while Ruby watched.

Pyrrha snapped to the head of her dick, her cheeks becoming bloated to a comical degree. Unable to hold it all in but unwilling to swallow, Pyrrha allowed her cum to dribbled out down her shaft, finishing the lubricant. Metabolizing the remaining semen in her mouth with her Aura, Pyrrha's cock sprang back up for Ruby. "So, you ready Ruby?"

Ruby nodded vigorously. "Yeah, I want that dick! I want it!"

Pyrrha sighed theatrically and laid down in the snow, the cold white stuff melting to suit her frame. Her flagstaff stuck straight up. "You wanted the horse-cock. Now come get it cowgirl."

"Yeehaw," Ruby said, walking over to Pyrrha and gently lining up the older girls beautiful dick with her hole. "Alright, alright and... oooooohhhhh gooooood."

Ruby slowly sank down Pyrrha's length, her tightness slowing her down only slightly. Pyrrha bit her lip as Ruby took her inches, more and more of her pussy sinking downwards. The pleasure of first penetration after foreplay was something else. Of course, between her long horse-cock and truth serum cum, Pyrrha had one last trick up her shaft. Pyrrha activated her semblance...

...and her cock started vibrating.

Ruby's eyes rolled up into their sockets and she slid the last few inches down Pyrrha's shaft, impossibly taking her to the hilt. Only her rather abnormal pussy could handle it. Said pussy spasmodically began to clench and grip Pyrrha as she started to cum uncontrollably. "Oh oh oh oh oh ooooooh!"

Pyrrha was gasping herself. She had never managed to hilt herself on anyone, always leaving her base untouched and only pleasured by onaholes, tit-fucks and hand jobs. The sensation was unlike any she had ever experienced. Her vibrating cock was rubbing against Ruby's walls and doing the same for her as it did for Ruby. Pyrrha came as well, pumping her cum deep into Ruby's cervix.

For many minutes, Ruby and Pyrrha sat their, Pyrrha's love juices flooding Ruby, Ruby absorbing as much as she could with her Aura. Finally, Ruby tried to stand up, only to fall over and land in the snow. "Ow..."

Pyrrha didn't bother to stand. She simply redirected her rod to her face, taking whatever cum she could onto her face and breasts. Slowly, her wild orgasm petered out as well, leaving the Futa satisfied like she had never been. "Oh Ruby..."

Ruby struggled to sit up, undoing her coat and pulling it and her undercoat off, exposing her breasts to the cold, nipping air. "Cover me in your cum Pyrrha. I need it. I want it."

Pyrrha smiled and, with a little help from Ruby, sat up. She was already hard against. "Ruby, if I may, I'd love to tit-fuck you."

Ruby pushed her C-cup breasts together, rubbing them against one another. "Pyrrha, it would be my pleasure."

Pyrrha slid her shaft between Ruby's breasts, her cock slick with her and Ruby's juices. Pyrrha started to thrust rapidly, driving her dick between the two melons, feeling the soft flesh through her sensitive length. Pyrrha had only just cum, but Ruby's body was amazing. "Ru-ruby..."

Ruby bent over and licked her tongue right into Pyrrha's urethra. Pyrrha couldn't handle that. "AGH!"

Pyrrha came again, Ruby covering Pyrrha's violent ejaculation with her face, redirecting it down into her body. Pyrrha's semen covered her, though not to the same extent that Yang's had. Ruby gasped and absorbed the semen with her Aura.

As Pyrrha's third orgasm tapered off, the champion of Mistral sighed. "Wow... that was... wow..."

Ruby giggled and stood up. "Ready for round four?"

Pyrrha shook her head. "Ruby, I could never-"

"My cherry. My tight, sweet cherry," Ruby said.

Pyrrha gasped, stood up and looked down at Ruby. "I can have your ass. Ruby, I could hurt you. I really could."

Ruby shook her head. "I've had Blake, Velvet, Yang, all in there. Trust me Pyrrha, this is something I can handle." Ruby bent over an got on her knees, doggy style. "So come on! Fuck my ass!"

Pyrrha lined up her penis with Ruby's rosebud. "I guess sloppy fourths is alright. Heh. Alright Ruby, I'm coming in." Pyrrha inhaled and exhaled slowly, a deep breath, and then began to carefully inch into Ruby's tight hole.

Ruby gasped and groaned, and the moaned in pleasure. "Oh Pyrrha. Pyrrha Pyrrha Pyrrha. Take me Pyrrha. Take my ass."

Pyrrha reached deep into Ruby, before slowly backing out. Coming back to the head, Pyrrha started back in, her cock grinding against the right walls of Ruby's ass. "Oh Ruby, your ass is heaven."

"Fuck my heaven," Ruby gasped. Suffice to say, neither she nor Pyrrha were thinking straight.

Pyrrha began to speed up, pumping her dick into Ruby, who barely held on to the snow. Ruby gasped as Pyrrha managed to hilt her long dick into Ruby again, her fucker shrieking in the amazing pleasure that Ruby afforded her. Pyrrha was laughing, gasping, crying in pleasure as she lustily banged Ruby.

Ruby had long lost count of the number of orgasms she had had that day, but she felt as if her hundredth and first was upon her. Her body clenched up, begging Pyrrha to release in time. "Oh... oh god I'm gonna cum. Cum with me Pyrrha!"

"I will! I'm cumming in three... ooh... two..." Pyrrha's thrusts became erratic, her movements crazed in lust. For the longest moment, both she and Ruby sat at the precipice. The edge between orgasm and pleasure. It was an indescribable moment, long and beautiful.

It also didn't last long fortunately.

Pyrrha and Ruby screamed and came in unison, Ruby's cunt squirting wildly, Pyrrha's cock unloading rope after rope of semen. Ruby fell into the snow, her arms and knees giving out, her sweating, hot body melting the lusciously cold snow. Pyrrha fell with her, her dick buried deep inside of Ruby, cum still pulsing out of her. She gasped and kissed the back of Ruby's head. "Ruby..."

"...Yeah..."

Pyrrha held up a hand. "High five."

Ruby flailed around and managed to graze Pyrrha's hand. "To the best... double orgasm ever."

Pyrrha pulled out of Ruby, her dick finally flaccid. "Yes. To the best orgasm I've had yet."

Ruby took a deep breath and absorbed the cum in and on her body with her Aura, feeling her clitoris lengthen ever so slightly. The girl sighed deeply in pleasure. 'With all this cum everyone's dumping on me, I should be a Futa soon. I can't wait!"

Ruby stood up, unsure on her feet in the snow and from the fun. Pyrrha stood up as well, her armor tucked underneath her arm. Ruby helped balance the taller red-head. "So, Pyrrha. You can sleep with my team tonight. You wouldn't mind that, would you?"

Pyrrha shook her head. "Thank you very much Ruby. I would love to sleep with your team. Heh."

Ruby guided the still nude Pyrrha back to the dorms, where, to her surprise, Pyrrha declined dressing herself. "I'm comfortable being naked. It's my body after all: I'm fine with it." Ruby didn't deny Pyrrha that.

The walk back to the dorm was uneventful. Unlike Ruby's earlier experimentation with streaking, almost no one was out of their rooms, everyone either sleeping or, based on the noises Rubh could make out from outside the dorms, making rather vigorous love.

Pyrrha's soft cock swung playfully between her legs, hypnotizing Ruby. It was so sexy... she wanted one just like it. Oh, if only her body would hurry up and grow a penis, she would be so happy.

Outside a dorm though, Ruby and Pyrrha did run into someone else: the green haired red eyed girl that Yang had screwed earlier, and the black haired golden eyed exchange student Ruby had met before. Said ravenette was balls deep in the green haired girl, but both stopped moving when Ruby and Pyrrha came into view. "Oh, hello there."

Ruby waved a little awkwardly. "Hi there. Sorry to interrupt-"

"No no, it's alright," the ravenette said. She pulled out of her green haired girlfriend, revealing to Ruby and Pyrrha's genuine shock a set of balls and a dick made completely of glass. It was fully see through. The ravenette smiled lightly. "I think I should introduce myself. I'm Cinder, and this is Emerald."

"Hey there," Emerald said. Pyrrha and Ruby looked at her, and then down at her legs. Emerald sported was was most definitely the largest, thickest cock they had ever seen. Five inches thick and twenty inches long by their estimate. It was amazing and looked beautiful.

Cinder smiled and walked up to Ruby, her glass cock brushing against Ruby's stomach. "I've heard about you. You're the girl. The only actual girl in Beacon Academy." Cinder smirked. "You must be in very high demand."

Ruby shrugged bashfully. "Oh... I'm getting a lot of love, you know."

Cinder smiled and caressed Ruby's chin, her dick throbbing in time to her heart and beating on Ruby like a metronome. "Well, I guess we all have our fun. Maybe you'll want to have some fun with me sometime?"

"Cinder," Emerald moaned behind her, looking pained.

Pyrrha gently pushed Cinder back. "Trust me, we'll have plenty of fun, later."

"But you're welcome to come around and-" Ruby stepped forward to Cinder. When she did so though, Cinder's dick went into her skirt, and right up against Ruby's cunt-lips.

Cinder froze totally, Ruby stopping quickly as Cinder's length ground against her clitoris. 'Holy fuck, her cock feels so hot! Like... holy fuck.'

Cinder, seemingly stunned, gently reached up and felt Ruby's face. Slowly, she closed the distance and planted a long, lasting kiss on Ruby's lips. She withdrew, and her face spoke of her realization of nirvana. "You feel... like everything I've always dreamed about Summer."

Pyrrha pulled Ruby back and pushed Cinder away. "We'll be going now." And with that, Ruby and Pyrrha ran for it and dashed into RWBY's room, leaving one Cinder Fall incredibly horny.

A/N: Ha ha! I have returned again! And before you wonder, no, Season 3/4/5/6/7/8/ however many seasons there will be do not influence RDF. If anything, I'd love to remake RWBY from scratch. But that's another story. Maybe. Yang got a cool semblance though.

And no, not as a Futa parody. That's this silly. Which is actually all due to artists and or writers saying that saying calling a rather obvious muscular futa rwby picture of Blake means you getting blocked. I never did such a thing, but the fact that people were wanting to fight over smut made me get started on this.

So...A Futa Pyrrha (I did spell it right, yes?) story? And maybe the first GuP (Girls Und Panzer) story. Hmm.

That reminds me of the idea to combine Panty and Stocking with RWBY, but with the Anarchy twins having no solid form, so they possess Yang and Ruby.

Hmmm. So, Pyrrha get re-animated after her fight with Cinder, but obiovusly with a giant (maybe expanable, like sh could learn to control it?) dick and balls and sets to out to uh...get revenge...I mean...not hate fuck Cinder until she can't move? I know people like Grimm fucking the girls...but...what if they fucked the Grimm?

Yeah. Weird. I know.

Hmmm. What if GuP and RWBY were crossed over? As in the JNPR(All made female, sorry Arkos and Flower Power, although you could say it's now more literal for the latter) and RWBY piloting tanks. Futa? Maybe. If it were Futa...Cannon puns. All the cannon puns.

Let me know, O-KAY? ;D