Chapter 11: Lunch Roundup and Jeanne d'Arc
By Clone26

Sorry for the wait between chapters. Christmas and other real life things took priority for a few days.

The wait for the next chapter will hopefully be shorter, but the holiday season has a way of making me lazy so we'll see.

Characters: Ruby, Weiss, Blake, Yang, [Jaune x Pyrrha], Ren, Nora

Contains: Aphrodisiac, Female Masturbation, Lesbian Sex, Male-to-Female Gender Bender


A few more days have gone by and team RWBY has gotten more comfortable among themselves regarding the whole sexual transformations thing. Yang realized there really wasn't any harm in letting Weiss date her sister, besides, she could always just threaten the heiress into not hurting the younger girl. As for Blake, Yang is willing to overlook the little incident with a sleeping Weiss and a giant penis, they even agreed to make their relationship a little more open, though it comes with the catch that they need permission from one another if either wants to have sex with someone else, all in all it went a lot better than Blake expected.

For the transformations themselves, most of the team was rather happy with their current figures. Weiss in particular had come to really appreciate her changes, even if it meant some changes in her schedule to allow for such things as emptying her breasts so her nipples didn't poke holes in her tops and leak milk everywhere. She ended up using some of the antidote on her horsecock, reverting it to a much more human shape and removing all of the fur around the base and balls. It also shrunk a bit from it, now only about 13 inches long and 3 wide and became much smaller when soft, which happened to be a little easier to hide in her frilly skirts than before. Despite Ruby's apparent adoration of its original size and shape, Weiss didn't enjoy the animalistic appearance and sensation of it and is much happier with a more normal looking one, even if it is still much larger than any man's. If she could change one last thing about herself, it would be to have her vagina back. She appreciated what Blake did for her and Ruby, even if that wasn't the cat girl's intent, but she didn't quite feel like herself without her delicate lips. Unfortunately they didn't seem to have any dust that could regrow a vagina, and she wasn't sure Winter would be able to get them something like that. Though she had to admit, it did feel nice being able to stand up while going to the bathroom; even if it meant sitting down at all was a little more complicated with the thing between her legs. The smaller skirt of her school uniform also managed to create a close call or two, such as yesterday when she got a little hot and bothered watching Glynda Goodwitch's - their combat instructor - breasts bounce in every direction as she gave a demonstration to the class and she had to excuse herself to the bathroom to quickly rub one out into the toilet.

Ruby certainly loved how far her own vagina could stretch to accept Weiss's cock or forearm. She was especially thankful after she'd heard several stories about a girl's first time hurting or not being able to take objects much larger than 8 or 9 inches, she was really glad that she could take her girlfriend's monster. She was admittedly a little less happy with her own breasts, not that she didn't like watching them jiggle, but she already had Weiss for that! They tended to subtly throw off her balance when she was fighting with Crescent Rose, she had perfected her technique for years and always had to adjust slightly as she grew up, but for some reason nothing had the same noticeable effect as suddenly growing big boobs did. If there was one thing she was absolutely sure of though, she loved how cute she looked with little wolfy ears.

Blake was dreading the moment she finally woke up from this dream. It had been something of a hobby for her, reading romance novels that often had scenes of a rather... impossible nature. She now got to effectively live out a lot of her fantasies, including having both a penis and her vagina. Well almost a penis, anyway. The shape wasn't quite right as it was still technically her clit, just engorged to the size of a penis and coming with a few 'perks' like cumming out of it and getting to pee standing up. Her new tail managed to come about in sex once or twice too, she found it to be incredibly pleasurable to have Yang stroking it, not to the same level as her cock of course, but still really nice, just so long as she didn't pull on it too hard. Though, honestly, she felt a little left out in the transformation department, compared to Weiss's horse cock or her own girlfriend's giant, fuckable tits her transformations almost felt tame. She had some ideas in the back of her mind, of course, she just needed to wait for the right time to put them into action.

Yang was absolutely in love with what happened to her body and everything that's happened since she found that dust Weiss first grew her boobs with. She became comfortable with the size of her massive tits pretty quickly, only a few days after she first overdosed on that Supple stuff. She notably cherished how her nipples were basically a set of vaginas on her chest, and how having Blake fuck them felt so wonderfully kinky. In the back of her mind she briefly wondered if she could turn her nipples into actual vaginas. Her thoughts turned to the lips between her legs, specifically how Blake had accidentally used some of the boob expansion dust on them. Her labia were a little fuller but not much else really changed, though she did have to adjust her seating from time to time, she wondered how Weiss seemed to manage sitting comfortably with the beast between her legs when she could barely sit still with a puffier set of lips. Finally, she loved being a faunus, and not just because it gave her a long tongue to fuck her girlfriend with, she could now truly understand the struggles that faunus, especially Blake, had to go through. Even if that mostly just meant that would-be bullies would make fun of her before she promptly sent them to the infirmary.

Currently they all sat in the cafeteria enjoying lunch with their friends, Team JNPR. All of whom had quite different reactions to the changes they noticed in RWBY.

Jaune was a little shocked when he first noticed Weiss's bust getting a little larger, he just assumed she was a bit of a late bloomer. When he started noticing the rest of her team getting larger breasts he stopped questioning it and just allowed the breasts to exist, even if he was a little worried about them suddenly changing like that. Maybe there was just something going around, he even noticed Pyrrha's butt a little more while they practiced. When it came to the two newest faunus members of the team, he just assumed Ruby and Yang were faunus who hid their nature like Blake and they became more comfortable with it recently, or at the very least he just failed to notice until recently. Overall, he just tried not to stare too much.

Pyrrha wasn't one to be jealous of others, but she had a hard time not breaking her streak when Yang's already ample chest more than doubled in size almost overnight. Even Weiss's relatively minor change seemed to draw more of Jaune's affection. They were still smaller than her own, so why wasn't he ogling her instead? Speaking of Weiss, she also noticed the front of Weiss's skirt lift a little, apparently on its own, before she asked to be excused to the restroom yesterday during a sparring demonstration. She didn't want to dwell much about what it could mean, so she shifted her thoughts to her faunus friends. Specifically Yang and Ruby who were apparently faunus as well, Yang's traits were a reptilian tongue and scales on her forearms while Ruby had a pair of wolf ears on her head that were the same color as her hair. It's possible she just never noticed before, given how Yang wears her gauntlets - which are a similar color to her scales - on her wrists at all times and the other thing is just her tongue, easily overlooked if you're not looking for it. Ruby's ears were even harder to spot if you weren't paying close attention, especially whenever she heard a particularly loud noise and the ears folded back and laid flat against her head, nearly perfectly blending in with her hair.

Ren made note of what he could see but decided that his friends' bodies were their business and he had no reason to overthink things. He tried not to think about the fact that Nora would likely crush him if he spent even a second admiring the lovely ladies' new busts. Nora, for her part, just wished she had boobies as big as Yang's so she could bounce them up and down all day.

They sat in relative silence, comfortable despite the clattering of dishes and diffused chatter of the crowded mess hall. They ate their lunch as half of them continued to try stealing glances at the various straining shirts at the table. Yang's uniform in particular looked to be on the brink of losing a button. Jaune and Pyrrha payed no mind to an oddly sweet taste that dotted their otherwise bland sandwiches. Yang seemed rather pleased with herself as she watched the two of them eat.

Yang decided to break the silence, "So, what have you guys been up to lately?" She asked the team on the other side of the table, "Anything fun?" she added with a suggestive tone as she wiggled her eyebrows.

"W- Well..." Jaune started, "We've training a lot more. Pyrrha has really been a huge help with my sword play."

"Oh, I don't want to take all of the credit. If you didn't give each of our sessions your best effort, you wouldn't have become as skilled as you are now." Pyrrha said as she started to form a blush at the praise.

"Yeah... so... are you guys... y'know, Alright?" Jaune asked, shifting the conversation to the girls across the table.

"Huh? What do you mean?" Ruby asked in response, 'What could he mean by that? We've been better than ever!'

"Well for the last week I've been hearing sounds... like yelling and screaming and stuff. From your dorm room." Jaune continued, "I just wanted to make sure you're all alright."

Hearing this, Yang burst out into uncontrollable laughter, that strained button finally snapping and flying off to somewhere else in the cafeteria as her bust bounced with her mirth. Blake hid her blush behind a book she brought with her. Ruby pulled her hood up and in front of her face to hide her embarrassment. Weiss's face became red as well, and she began to yell at Jaune.

"I'll have you know we are in two very happy relationships!" She shouted at the blonde boy, "And stop listening to us through our door!"

Jaune looked shocked at the sudden outburst directed at his worry. He looked over to his teammates to see if perhaps anyone knew what he did wrong. Ren had an unreadable expression and he just continued to drink his tea. Nora was laughing along with Yang across from her. Pyrrha seemed almost as confused as Jaune felt, she was just as concerned with some the noises coming from across the hall from their friends.

They soon all finished their lunch in a much more uncomfortable silence, frequently broken by the giggling of Nora or Yang, but otherwise no one spoke another word until the bell rang. As they were following the flow of the crowd out of the cafeteria Yang caught Pyrrha's attention and gave her a wink before running forward to catch up with the rest of her team.


After classes ended for the day, Jaune and Pyrrha returned to their dorm room. Nora and Ren decided to head to the gym for some extra training before settling down for the day, so the two were alone. Soon after they had left the cafeteria Jaune began to feel somewhat sick to his stomach, he assured himself that it was probably just minor food poisoning and it would pass by the end of the day. While Pyrrha was worried for her leader, she was dealing with an issue of her own. Also soon after lunch, she started feeling a little light headed, even having flashes of a migraine throughout the day.

Not long after they entered the room and closed the door, Jaune felt like he was about to vomit and ran straight for the bathroom. Before Pyrrha could think to help him her headache flared again, so she shuffled over to her bed and sat on the edge. After having a comfortable seat, the pain in her head seemed to stop, replaced by a wave of exhaustion so she lied down on her back for a short rest.

After a few moments of resting, she hadn't heard any sounds coming from the bathroom. She wondered if Jaune was okay, but wasn't in a state to get up and help him. In her hazy mind her thoughts turned to the blonde haired, blue eyed boy that was her leader. A warm feeling began to build in her chest and her breathing hastened. She thought of his muscles, how they move and flex when they train. A warm wetness began to pool in her crotch. As her thoughts continued to become filled with increasingly sexual images, she reached toward her jacket and undid the fastening, when she reached the shirt underneath she tore a hole right through it with her bare hands.

She began to roughly grope at her own breasts, completely overwhelmed with arousal. As she squeezed her breasts and pinched her nipples, she began to feel something like a dull ache in her vagina, a strong desire for something to rub against her pussy. She gave up the efforts of one hand and shoved it down into her skirt and panties. She moaned as she felt her wetness with her fingers and began to caress her lower lips. Her arousal just kept growing, she wanted something to fill her as soon as possible and she didn't care what or how.

While she kept busy fingering herself, she failed to notice as the door to the bathroom creaked open. Jaune walked out of the bathroom feeling a little better, or at the very least no longer sick to his stomach. If he even was a 'he' anymore. Pyrrha lazily looked up at Jaune when she heard the bathroom door shut. She was met with a sight that she wouldn't normally be sure how to feel about.

Jaune's shirt and vest were completely removed, his jacket only haphazardly draped over his shoulders. This allowed her to see his bare chest and abs, now looking curiously like her own. His muscles were a little less defined, covered in a thin layer of fat that wasn't there before. All except for his pecs, they were completely covered with a new set of modestly sized breasts. In fact his whole body looked completely feminine now, his clothes even looked a little looser despite the added softness of the fat.

Still overcome with lust and unable - or unwilling - to remove her hands from herself, she addressed the feminine boy, "J- Jaune? Are yo- Mmmmm- you okay? Ah!" She gasped as a small amount of her fluid squirted into her panties.

"I... Y- Yeah..." Jaune said, with a distinctly more dainty voice than Pyrrha was used to, he seemed to be gripping at the crotch of his pants, "Wh- Why aren't you st- stopping, Pyrrha?"

"I- Ahn! -can't!" She moaned as she added another finger to her entrance.

Before he could say another word, Jaune doubled over and collapsed to his knees clutching at his lower belly and, for some reason, moaning. Still gasping and moaning uncontrollably, Jaune managed to pull his pants off of his legs. His boxers were soaked, almost as if he'd peed in his pants. When he finally managed to wriggle out of his underpants Pyrrha realized he really had turned into a girl somehow.

In place of the penis she'd expected to see inside Jaune's boxers, what she saw was a perfectly smooth, beautiful, vagina that was dripping with arousal. Jeanne reached between her legs and gasped at the alien sensations surging through her.

As she watched the boy-turned-girl masturbate in front of her, Pyrrha stumbled off of her bed and began to stagger toward her while removing her own skirt and panties. When she reached the masturbating girl who was on her back on the floor she stood over her. The Mistralian champion got down on her knees and positioned her crotch directly over the other girl's face.

After a brief shock and confusion, Jeanne understood what Pyrrha wanted and without slowing the movements of her fingers, she began to lap at the folds right in front of her. As the inexperienced girl moaned and gasped into her pussy she groped at her own breasts as her orgasm grew ever closer. As the other girl whined into her, she realized she was being rather selfish. In an effort to remedy that, she leaned forward until her own face was above the smooth and hairless form of Jeanne's vagina.

She moved her hands away and moved her tongue in to taste her for the first time, giving one long slow lick from her clit down to her entrance. As Jeanne moved her hands up to grab at Pyrrha's plump ass, the more experienced girl began to focus her tongue's motions on her clit while her hands moved to finger the girl's opening. The actions caused the new girl to moan uncontrollably into her partner's folds as she came and her juices splashed across the floor in front of Pyrrha.

Her mind and body still affected by this uncontrollable lust, she kept lapping at the shaking girl's vagina, enjoying the vibrations of her moans against her own pussy. Soon enough Pyrrha's actions rewarded her as she finally came, covering the other girl's face in her juices and letting out a loud moan of her own. They both shuddered as they came down from their highs. Each began to relax as the arousal and lust seemed to leave their bodies with their orgasms.

Pyrrha rolled off Jeanne and they both lay there gasping for breath as they sat in a large puddle of their own juices. When Pyrrha began to understand what just happened, she became shocked.

"J- Jaune? Are you okay? What happened to you?!" She asked in a near panic.

"I- I dunno..." Jeanne said as she caught her breath, "I feel a lot better than earlier though... my stomach ache is gone... heh..."

"Well... if it helps, I think you make a very pretty girl, Jaune." Pyrrha said, smiling at the other girl's face.

"Th- Thanks..." Jeanne blushed as she heard that, "B- but... If I'm a girl now... maybe I should have a more, uh... 'girly' name to go with it?"

Pyrrha thought a bit about that as she admired her crush's new body with a sober mind for the first time. She really was pretty now, and not in the goofy way that she was handsome when she was a boy. She still had her muscles and her breasts were rather modest, just a bit smaller than Pyrrha's. Suddenly her face lit up as she finally thought of a name for the newly transformed girl, "Jeanne!"

"What?" Jeanne said at the sudden outburst from the other girl.

"I think that should be your new name." She said, "I think it's fitting. It's still a lot like your old name, more feminine, and it's pretty, just like you."

"Y- you really do think I'm pretty? You're not just saying that?" Jeanne asked as she blushed even more.

"Of course." Was Pyrrha's only reply as she leaned forward to kiss the other girl full on the lips.


Earlier, across the hall, Team RWBY was lounging around. They were relaxing after a long day of classes. Soon they started hearing loud moans outside their room. It sounded like two people, two girls, to be exact.

"Is that... Jaune?" Blake said as her ears perked up and she lowered her book.

"HAHA! He even sounds like a girl in bed, oh that's perfect!" Yang laughed, "Oh, he better thank me for that!"

"What are you talking about?" Ruby asked.

"Oh, I slipped those two some of that new dust we got from Winter, the one that said it was an aphrodisiac." Yang answered.

"An afro-what now?" Ruby had never heard that strange word before.

"It's something, in this case a dust, that makes one aroused when it is used on them." Weiss added, "What I want to know is how Yang knew that. I thought you didn't read the labels on these vials."

"Oh, ha ha. I skimmed it over. It said you have to drink it or put it in your food and it'll make you horny." Yang said as Weiss went to retrieve the subject of conversation from its small case.

As Weiss looked over the label, her face quickly became one of shock. "Yang... are you sure you read this thing entirely?"

"Uh... well, not really..." Yang said sheepishly, "Why? Is it bad?"

"There's a warning that says not to give it to men, or else it will... well..." Weiss trailed off.

"Well, c'mon, spit it out!" Yang said irritated.

"It says it can have the side effect of turning men into women..." Weiss finished.

Everyone else in the room was shocked for a moment.

"Well... they seem to be enjoying themselves, despite the situation..." Blake spoke, trying to lighten the mood.

"Yeah, he'll be fine. Hehe... heh..." Yang weakly added, feeling a little guilty for changing Jaune's life without even asking first.

"Look... Let's just... be more careful about how and where we used this dust in the future. Make sure whoever you give it to is willing, and at least one other teammate is aware of what you want to do beforehand... but no begging your significant other... and no tricking your sister into agreeing." Weiss proposed some rules for their newest dust.

"Agreed." Blake quickly spoke.

"So I have to ask Blake if I want use that dust on someone?" Ruby asked.

"Correct." Weiss spoke firmly.

"Aw, come on! You just made up those rules so I'd need to ask you for permission!" Yang complained.

"Alright, let's put it to a vote." "Then let's put it to a vote!" Weiss and Ruby simultaneously suggested.

They looked at one another, a little surprised that they would both suggest that, and raised their hands. Next to Yang, Blake also raised one hand off of her book and over her head.

"We're in agreement then." Weiss said.

"Ugh, fine. I'll ask you first whenever I want to give someone the 'Lust' Dust."

"Oh, let's give it to Nora and Ren next! That way the whole team JNPR will be with us and we can share our dust with them without worrying if someone else will find it." Ruby said excitedly.

"I think we should just give it to Nora..." Weiss said, "I don't want to forcibly turn anyone else into a girl any time soon."

"Hey, Ice Queen." Yang commented, "Didn't you just say that Ruby needs to ask Blake for permission, not you?"

Everyone turned to Blake to hear her opinion

"Let's give it to Nora first... afterwards we can ask Ren if he wants to take it too, and let him and Nora know all the risks of that." Blake decided.

"Aw, yeah! Then we can give them some dust! Oh, I can't wait to see what those guys do with it."


First of all: Yang suddenly being okay with what Blake did and Ruby/Weiss's relationship.
This is still mostly just a porn story, pretty much all setup is only meant to lead to more and varied sex. I'm not going to have there be lasting drama regarding Yang's feelings about that stuff.

Secondly, I'll be a little more careful about giving anyone sexual faunus traits in the future, as it seems most people aren't too pleased with that kind of stuff. For now I'll probably keep stuff like that to one chapter at a time so those who don't like it can just skip on to the next chapter without it being a permanent change.
Might make a separate story some time in the future that's all about someone having a horsecock or other sexual faunus traits to appeal to the people who do like that and keep it away from those who don't.

Let me know what you think!