Note: Well this story has certainly taken a turn. Hope this escalation doesn't horribly backfire oh wait it already has enjoy.

Salem had been watching the pure fucking chaos unfold before her with a sly enthusiasm.

Now, was this specifically what she had intended? Obviously not. Who could have foreseen that the night would have evolved into a sex competition for the right to participate in a genocide, which would have devolved into an incestuous murder, which would have then devolved into a gigantic battle between good and evil, represented by a horde of evil demonic monsters and a whole bunch of naked women? Seriously, who the hell could have foreseen that? This was all supposed to be a standard lesbian orgy. Well, Salem had taken a significant amount of pride in the fact that she was able to ruin this slutty night for those petulant little Humans and Faunus. She reveled in the misery of their species, after all.

And yet, at this exact moment, Salem was actually quite mad.

She didn't expect to be this mad. So many things had been going well. Ruby was dead. She had turned friends and families against each other. Oh yeah, that cunt Ruby Rose was fucking dead. Bitch. Ha ha hahaha. There were hundreds of Humans being slaughtered by her Grimm in the hallways as she sat there. She was destroying Team RWBY's plan to unite Humanity together, an event which would almost certainly lead to their destruction. So, why exactly was she so upset?

Well, here was probably the reason. As the night had progressed, Salem had been becoming increasingly enamored with the sexual exploits and depravity of Yang Xiao Long. Strange, right? Several months earlier, Salem encountered Yang Xiao Long for the first time in a farmhouse, and she thought quite poorly of the blonde bimbo. She was pathetic, desperate in her lust, and she kept hitting on Salem even when Salem made it perfectly clear that she was not interested. They parted with a pity kiss, and Salem thought excessively less of her after that night. Yet, after seeing Yang's efforts put forward tonight, she started to reevaluate the young slut. Anyone who could give Emerald a powerful enough rimjob to make her cum in mere seconds and murder her own sister—plus lick her blood—was clearly someone worth paying attention to. Not that Salem was playing favorites; she was also impressed by Blake Belladonna's commitment to gulping down animal semen and dropping fresh poetry like it was higgity-higgity-hot. Both of those girls had wormed their way into her heart—and also, by proxy, her pussy. She felt an affection for them she hadn't felt since her own children.

Who she murdered.

…

Salem had some issues, all right?

But the point was that Salem wanted these girls to live good lives under her command. She would feel terribly guilty if, say, one of her former pupils flew down from out of nowhere and chopped Yang's arm off. That would piss her off for all sorts of reasons.

"Cinder?" Salem screamed in shock, jumping up from her throne and gazing down at the foyer with a righteous fury. The battle was still ongoing, and it was difficult to make out all of the details of what was happening amidst the bodies. Yet, she could clearly see the disastrous event dead center in the middle of the room. Cinder had landed from the sky with a fiery sword in her grasp, standing across from that incest-loving Schnee bitch with the white hair and weak deposition. Her precious Yang Xiao Long was standing over her sister's body, grabbing a bloody stump where her arm used to be. Salem could not make out what Yang was saying, but she could see her lips moving furiously.

"Motherfucking goddamit fuck!" Yang shouted. "Seriously, that was my one good arm! What is your fucking problem, bitch?"

"You're my fucking problem!" Cinder screamed at her. The two stared off at each other from across the foyer, their firm gaze only occasionally interrupted by a slut screaming and running across the floor being chased by a Grimm. Weiss herself was in the middle of the stand-off as well, slightly off to the side, leading to a triangle of hatred right smack dab in the middle of the conflict.

"I didn't even do anything to you!" Yang screamed back. "Ow! Seriously! This fucking hurts a lot! Why am I not going into shock?"

"You hurt me by killing my target, whore!" Cinder cried, ignoring Yang's question. "Torturing and murdering Ruby was the one thing that was important to me, and now you took that away. I'll make you suffer for that!"

"Dear God, ow! Ow ow ow!"

Weiss, trying to process everything that was being thrown at her, shook her head in disbelief. She wasn't really sure who she should be mad at. Ruby's murderer? Or Ruby's wannabe murderer? Should she just let them battle each other and see who comes out the victor, or fight to stop any more unnecessary blood from being shed? Would Ruby really want her to just abandon Yang like that?

God, it was all so confusing. She was being pulled in so many different directions that she was left floundering in the wind. There were too many fights. Too many people who needed help. Her morals had been destroyed by incest. Her mind had been poisoned by sex. She needed guidance. She needed help. If Ruby was alive, what would she say?

"Ooooh, Weiss. Fuck me with your big cock, Weiss!"

No, ugh, the other thing.

"Personally, I've never preferred cubism. I've always been a bigger fan of postmodern suprematism."

Not that either.

"Weeeeeeiiisssssss. I'm a spoooooooky ghooooooost. Boooooooooo."

Okay, in fairness, that probably would be something Ruby would say. But what would she say to help guide her through these circumstances?

"Weiss. Keep us united. No matter what."

Weiss furrowed her brow. That was what Ruby had said. She…she didn't want her family being torn apart anymore. She didn't want them perverted by these supernatural forces. Ruby wanted everything to go back to normal. Weiss slowly clenched her fist and understood her path. Yang…they had been feuding for months over such petty bullshit. Her teammate's mind was being corrupted and destroyed, and she had been so caught up in her own personal drama that she hadn't noticed how much Yang had to be suffering. She was just as big of a victim as everyone else. Would it be right to let her suffer, even if she had wronged her?

No.

Of course not.

Weiss swelled with determination. She was going to save Yang. And Blake, and her sister, and her mom, and everyone else. She was going to figure out what was happening to them and find a way to fix it. She would carry on Ruby's legacy when the redhead no longer could.

She would be a Huntress.

She would make Ruby proud.

Unfortunately, while Weiss was coming to an important revelation about how she was going to live her life going forward, Salem was also having a revelation. And that revelation was something she screamed as loud as she possibly could, echoing over the screams of the whores and the roars of the Grimm. That revelation went something along the lines of:

"That's it! I'm fucking sick of all of this shit!"

The war waging in the Schnee Manor ended just as abruptly as it began. None of the sluts or the Grimm even knew what happened. They were in the midst of fighting for their lives, when suddenly, out from the throne, came an incredible, powerful blast of magical energy that sent the women in the foyer flying in every direction. The ground seemed to rip up beneath them, blowing whores up into the air and slamming into walls. Weiss was struck hard in the blast by a ball of light and went flying. Winter tried to shield herself, but the magical power caused her to go soaring into a massive pile of disregarded whores. Ruby's body tumbled freely through the air and collided into the main doorway. Even Cinder, with all of her Maiden powers, wasn't able to keep herself grounded, and she went flying away like a soccer ball being kicked through the air. Within a matter of seconds, Salem had managed to clear the entire floor, and all of the women that remained in the foyer was knocked to the floor. The Grimm did not face a better fate—for their insolence, they were disintegrated on the spot, turned to dust and eradicated like the worthless lifeforms they were. It was a sudden, stark reminder of the unstoppable power that Salem possessed, and the superiority she had over every other creature in that mansion.

Salem thrust down her arms, and the entire floor suddenly turned black and viscous. The mysterious Grimm fluid coated the entire ground, and as Weiss groaned and clamored to her hands and knees, she realized that her palms were sinking into the floor. She had only a second to process the environment shift around her before the floor itself came alive, and millions of tiny, web-like tendrils shot up from the darkness. They latched themselves onto every inch of Weiss's bare skin, constraining her knees, her wrists, her neck, and dragging her down hard onto the floor. Suddenly, Weiss—and as she noticed, every other woman in the entire room—was wrapped up and bound in these microscopic webs, completely unable to move. Pinned to the floor. Helpless. Powerless.

Salem had captured all of them in mere seconds. The battle was fought hard, but now, the victor was clear. The Dark Grimm Mistress was the winner.

Weiss gritted her teeth in rage, trying to formulate a plan as Salem closed her eyes and took a deep breath, trying to calm herself down.

"Okay…that got a little too hectic, don't you agree?" Salem said calmly. She slowly walked down the steps, descending from her throne into the foyer for the first time in the night. "I do deeply apologize to everyone for allowing things to get so out of hand. Our festivities were proceeding so smoothly as well. I do hope I did not disappoint anyone."

She spoke as if she was a talk show host, still reveling in her role as the Master of Ceremonies. She was aware of the fact the entire orgy was being recorded, though she probably seemed unaware o the fact it wasn't being live broadcasted. Pyrrha—who herself was on the floor and bound in the webbing—was the one in charge of editing the footage, after all. Unless Salem had a production booth located somewhere in her evil headquarters, the footage would never see the light of day. Then again, no one was really sure if Salem actually gave a shit.

"Emerald, get over here!" Salem decreed, scanning the room for her most obedient servant. "Emerald! Emerald? Where the hell are you, Emerald?"

A soft, pained groan emanated from somewhere beneath the body of fallen lesbians, and Salem's gaze fell onto a specific heap of bodies in the back corner of the room. With an irritated grunt, Salem snapped her fingers, and the women lying in the pile suddenly went flying through the air, dragged away by the many black webs. What remained in their place was a very nude and disoriented Emerald, lying flat on her stomach and trying not to vomit. Salem rolled her eyes at such a pitiful sight and beckoned Emerald to rise with a flick of her fingers.

"S-Sorry, Mistress," Emerald said groggily, slowly rising to her feet. "A lot of people fell on top of me and—"

"Yes, yes, you can complain about the women who topped you tomorrow," Salem groaned. "Right now, I'd prefer it if we got a move on, yes? I think it's about time we wrapped this up."

Emerald stretched out her back and lazily walked over to her master's side, trying to remember just exactly what was happening here. She noticed Cinder off in the corner, bound and struggling in the webbing, and for just a moment, her heart skipped a beat. Cinder? Alive? Here? Why that was almost too good to be true. Emerald had been in love with Cinder for so long, and she thought that she had lost her in Mistral. The fact that she was here meant that it wasn't too late for them. However, she couldn't dwell on that fact. Right now, she had a very horny, angry Mistress to serve. Emerald took her place by Salem's side, and Salem cleared her throat as she spoke to the newly recaptured Audience of Sluts.

"Thank you everyone for participating in our wonderful contest. Please, give it up for our two courageous contestants: Blake Belladonna and Yang Xiao Long!"

From out of the rafters above, a freshly hatched wave of evil, writhing tentacles shot down into the audience, and they hooked themselves easily around their targets. Blake and Yang were forcefully dragged out into the open foyer air, suspended above the ground with tendrils wrapped firmly around all of their limbs. Both of them screamed and struggled against the power of the tentacles, and Weiss cried out to them, but there was nothing any of them could do.

"Both of you have fought very hard for a place amongst my Four Whores-men," Salem said with a confident yet stern grimace. "Your sluttiness has been on full display, and I have been carefully keeping track of all of your points. Blake, you have successfully demonstrated your skills on a microphone as well as the tenacity of your pussy. Yang, your mouth was able to withstand all forms of pressure, and your bloodlust is unmatched. Therefore, at the end of four rounds of competition, we have found ourselves in a most fascinating situation: an exact tie."

Blake growled, straining hard against her restraints. "Hey, Salem! Just stop this, okay! I…I don't even want to be in the Four Whores-men anymore!"

Salem raised an eyebrow, amused. "Oh? You don't?"

"Fuck no!" Blake stated. "My teammate is dead. I never really wanted to hurt anyone! I was just acting out in rage and jealousy because of my mom. Please, end this madness. Just declare Yang the winner already and let everyone else go!"

It was a desperate plea—one that Weiss was not expecting Blake to make. Weiss had considered Blake a lost cause, considering that she was the first one to want to join Salem's army in the first place. But was it possible that Ruby's death also triggered a moral epiphany in her as well? A fleeting sense of hope pounded in Weiss's chest.

However, it was soon snuffed out by Salem's callous laughter.

"Oh, you naïve child," she said mockingly. "It's far too late for that now. The Ultimate Slut-Off is entering its final round. You cannot back out even if you wanted to. You made your bed, Blake…a mattress stuffed with porno mags and soaked panties. You have chosen this fate, and I'm afraid there is no escaping it."

"But…" Blake stammered. "That's fucking crazy! I don't want to join you anymore! And look at Yang. She just lost another arm. Do you really want her joining you either?"

Yang cried out in pain, holding back her tears. "Gonna be honest here: I really think the drugs are preventing me from going into shock. Bad move. Very bad move."

The explanation seemed reasonable enough. The Four Whores-men were meant to be an elite fighting force. Would Salem, a woman who craved endless destruction, really want her soldiers to be wounded or unwilling to follow her every command? Yet, once again, Salem seemed completely unphased, merely laughing to herself about Blake's foolish ignorance.

"You have such foolish ignorance," she stated darkly. "I have seen the true nature of your Souls. You are both sluts down to your very core. You may be having regrets now, but once your transformations are underway, all of those inhibitions will fall by the wayside. You will become obedient slaves to every one of my dark commands."

"No!" Blake screamed in horror. She desperately looked through the crowd, searching for her mother's face. "Mom, I'm sorry. I'm so—"

A tentacle whipped through the air, smacking Blake hard in the face.

"Silence, bitch! I have the floor," Salem demanded. She stood proudly, clenching her fist with an evil smile. "Now then, both of you have proved to me that you are capable of fighting by my side as sexy, slutty warriors of death and destruction. However, as per our earlier agreement, only one of you is allowed to join by my side. Therefore, it is with great pleasure that we begin the final challenge. A tiebreaker. The ultimate in sluttiness that will push your bodies to the absolute brink!"

"And will that be, Mistress?" Emerald cooed exactly as her Master had taught her. "Will you jam multiple cocks in their asses? Have them bang Grimm until their wombs become prolapsed? What sick, twisted challenge do you have in store for these filthy, filthy sluts?"

"I'm glad you asked, dear Emerald," Salem said with a wicked grin. "We have all watched you two battle with your mouths. We watched you battle with your pussies. We watched you fight with hip-hop and spirit, and butts and blood. We have tested every part of you except one."

Blake yelled, pulling hard to free herself. She needed to get free. She had to get free…

Yang fought back hard as well. Losing another arm really put a damper on her mood. She needed a break from all this. Just a break. Just a little break…

Salem raised her arms, and from the abyss-like floor, two more tentacles rose up. While the others were thick and girthy, easily the size of a massive cock, these tentacles were strangely somewhat smaller, and there was only one per girl, flailing in the air on their far sides.

"Blake Belladonna. Yang Xiao Long. Sluts from around the world," Salem announced. "Allow me to introduce the final challenge of the Ultimate Slut-Off…"

She took a long, dramatic pause, looking at Blake, and then at Yang, and then at Blake, and then at Yang, and then at Blake, and then at Yang, and then at Blake, and then at Yang, and then at Blake, and then at Yang, and then at Blake, and then at Yang, and then straight ahead with an evil grin.

"The battle of the mind."

Blake stopped struggling, confused. Yang stopped struggling, dumfounded. The Audience of Sluts, who were watching with horror and utter fear, all stopped struggling and just kind of stared at Salem. Even Emerald, who always seemed to know what her Mistress was planning, looked at Salem like she was an alien.

Battle of the mind?

What the hell was that supposed to mean?

Nothing happened.

Nothing happened for a long while.

And then…

And then the small tentacles lunged forward and jammed themselves into Blake and Yang's ears.

Blake let out a pained, startled scream as the tentacle shoved its way into her ear canal, twisting into the hole. "Gah! W-What the fuck—!"

"Holy shit!" Yang cried, gasping in pain. "It's…it's in my f-fucking…ahhhh!"

Salem began to laugh, cackling maniacally as the tentacles jerked forward again, harshly ramming themselves further into the young girls' ears.

"Oh…oh, this is too fucking good," she laughed as Blake and Yang's shocked, tormented cries of pain echoed through the halls. "I had long thought I had run out of holes to fill. But I wasn't using my imagination properly."

Blake's eyes bulged, and her entire body seized up. "Oh, God, it's g-getting deeper! It's…unnnnngh…it's—"

"Get it out!" Yang cried, slobbering all over herself uncontrollably.

The tentacles pushed themselves further in, forcing themselves past their eardrums, trying to worm their way deep into their skulls. Salem cackled in twisted glee at their suffering, holding out her arms wide.

"Yes, that's it, girls!" she stated joyfully. "This is your final challenge: a literal tentacle mindfuck! I've been fucking with your heads this entire night, so why not take this shit to the next fucking level!"

Another cry of confusion rang out through the air—however, this was not from either Blake or Yang, who were currently stammering and stuttering in pain as the tentacles tried to force themselves into their actual grey matter. This particular cry came from the far other side of the room, and when Salem turned to look at it, she saw a girl with ice-cream colored hair, tied up in a web on the floor and staring at her like an idiot.

"I'm sorry, but what the actual fuck?" Neo shouted. "Like, I understand that looks very painful and shit, but like…is that even physically possible? Can you actually have sex with a person's brain?"

"You can have sex with anything," Salem clarified.

"Okay, but should you?" Neo asked. "Like, how do you even know they are going to survive?"

Salem simply grinned. "How do you think I'm going to determine a winner?"

Neo opened her mouth to speak, but even she was too shocked to come up with a retort. The full gravity of the situation was finally dawning on everyone in the room. Salem wasn't just going to fuck their brains—she was fully intending on killing the unworthy! Whichever one would survive would be turned into her loyal Grimm slave for all eternity. That kind of extremely fucked-up madness dawned horrifically on Blake and Yang, and they tried to struggle even further against the power of the tentacles. They could feel them squirming inside of their heads, writhing around and jabbing at the deep recesses of their skulls, trying to force themselves deeper and deeper and deeper. It was an experience that was unlike anything else, cruel and uncomfortable and only barely sexy. Blake felt an eternal fear come over her, fear of her life and her passions and her morals literally being fucked away by Salem's tentacles. Yang tried pulling her head away, but the tentacle just pulled itself back and rammed itself even harder into her ear canal, causing her to fidget and gasp in shock.

Salem watched with perverted pleasure as the young girls' heads were jerked back and forth by the tentacles, their bodies trembling and pained, disturbed moans coming from out of their lips. She felt herself grow wet as their eyes crossed and the sopping, wet sound of tentacle hentai filled the air. They were growing closer and closer, facing less resistance with each thrust. Salem knew the moment was at hand. She raised her arm up high and clenched her fist, and the tentacles pulled back to their tips, retracting to give Blake and Yang the barest of mercies. They each looked at her, knowing what misery would come next, and they silently, fearfully pleaded for her to stop.

"Please don't do this."

"Hey, cut this shit out!"

Salem just snapped her fingers.

The tentacles shot forward as hard as they could.

And all at once, Blake and Yang's expressions turned blank. All of the fear and panic and dread was gone, replaced by nothing at all. Their eyes slowly rolled back into their heads, and their tongues drooped out of their mouths. Yang drooled all over herself, and Blake emitted a dull, monotone moan of barely registered pleasure. The tentacles tried to thrust again, but when they moved, Blake and Yang's heads jerked with them, lodged firmly onto the tendril's length.

Weiss stared at them in sheer horror. Salem simply grinned sadistically.

She was…she was literally fucking their brains.

Salem once again laughed maniacally, throwing back her head in sheer evil delight. "Yes! Fucking yes! Take those tentacles in your frontal lobes, you miserable sluts! Take it fucking hard as I literally skullfuck you! If you are fortunate enough to survive, we will rule this world together. Only the strongest amongst you will be worthy! I will fuck your brains as hard as I possibly can! I will cum inside of your grey matter, fill your minds with my hot, milky Grimm seed! Your very essences are mine and mine alone! I, Salem, will be your ultimate master, and there is not a damn thing you can do to stop me!"

Weiss felt her fear give way to shame. She…she was powerless. Blake and Yang were dying right before her very eyes, literally getting fucked to death by Salem's tentacles. Ruby was already dead. She would almost certainly be next. She had failed. She had failed them all. Salem had defeated them soundly.

It…it was all over.

Goddammit.

What the fuck was she going to do?

"Not so fast, cretin!"

What?

A voice?

From where?

"Up here, loser!"

Suddenly, just when all hope seemed lost, the cry of justice rang throughout the room, and Weiss looked up to the balcony, and Salem looked up to the balcony, and everyone looked up to the balcony. Standing there, far atop the world, proud and cool and confident, was a girl. A girl that Weiss had never seen remembered seeing before. She had luscious brown skin and wore a formal blue skirt and a button-up white shirt. A cool beret rested on top of her head, and embedded into her forehead was a marking, golden and glimmering with might and power. Salem looked up at this strange teenager with bewilderment, at first with a lot of disinterest and no fear whatsoever.

But then, she noticed some items in the girl's possessions. Some very specific items.

"What the…" Salem said, stuttering with surprise. "Who the hell are you?"

The young girl flashed a cocky smile and gave a thumbs up. "The name's Ciel Soleil…and I'm your worst nightmare."

Salem looked at Ciel, and Ciel looked at Salem, and Salem looked at those four items that Ciel was keeping by her side, and then Weiss noticed them too. They were…

"The Four Relics!?" Weiss gasped with surprise.

Salem pointed at the young Huntress and shouted at her. "What are you doing with those?"

"Oh, these?" Ciel said smugly, gesturing to the Relics of Creation, Knowledge, Destruction, and Choice. "I was asked to pick these up for a friend of mine. It was a little while ago, and I can see a lot has happened since then. I wouldn't be surprised if everyone forgot about it."

Truthfully, Weiss did forget about it. So did Pyrrha. And Penny. And the braindead Blake and Yang. Honestly, they completely forgot that Ciel had even existed. They didn't even remember that they had met her before, or that they had specifically asked her to retrieve the Relics as part of their super-secret mission to save Humanity. If Ciel knew that they had forgotten her identity, she likely would have been upset, considering that she was everyone's favorite side character. Hell, the fact that Penny literally didn't remember that she existed would have been especially offensive considering they were on a team together. But luckily, Ciel didn't know about the details of her allies' faulty memories, and so she just smiled confidently and continued acting like the badass she totally knew she was.

Salem growled, furious that some random nobody had managed to retrieve the most powerful artifacts on the planet. How? How did she get ahold of all Four Relics?

"I bet you're wondering how I got ahold of all Four Relics," Ciel said, placing her hands on her hips and giving a knowing wink. "Well, you see, the answer is quite simple: I went on a Favorite Side Character Side Arc."