Salem was furious cinder had failed to take the power of the fall maiden. The stupid girl and her two brats had been foiled by one of Ozpins pets. Now Salem was forced to send Cinder to infiltrate Beacon in the hopes of stealing the rest of the maidens power, all under the watchful eyes of Ozpins. To make matters worse Salem's spies have informed her that the daughter of summer Rose has inherited her mother's gift, making the young girl a potential threat that needs to be dealt with forthwith.

Knock knock.

Salem was pulled from her train of thought by a light knock on the door. Smiling to herself she decided to put in motion her plan to not only eliminate the threat Ruby Rose poses but to bring the young girl into her control.

"Emerald you may enter" said Salem as she turned toward the door. Salem watched with a predatory gaze as The dark skinned green haired girl entered the room, Stopping several feet from Salem Emerald stood there in silence unsure about what to do now that she was confronted by Something as powerful as Salem.

"Do you know why I called you here." Asked Salem as she seemed to glide across the floor toward Emerald Stepping behind the girl and causing her to nervously glance over her shoulder.

"N No ma'am" Stuttered out Emerald as Salem rested her hands on her shoulders preventing Emerald from turning around. Emerald could feel Salem's breath on her ear as she leaned down to whisper in her ear.

"Cinder failed me, Mercury Failed me, you failed me." Emeralds eyes widened in fear at those words every nerve in her body told her that she was in danger that she should run. Emerald swallowed hard as she felt Salem's grip on her shoulders tighten.

"But in failing you have presented me with an opportunity to claim a very valuable weapon."

Whispered Salem as she leaned even closer Emerald could feel Salem's breasts as they pressed up against her back.

"What do you know about the creation of Grim?" Said Salem as she stepped even closer to Emerald, her breast pushing hard enough on Emeralds' back that she could feel Salem's hard nipples pressing through Salem's dress.

"They are created by negative emotions and you control them." Said Emerald as Salem continued to practically grind up against.

"That is how the grim manifest but in order to create a new species I need the help of someone with a strong semblance, someone like a huntress." Salem said the last part in a seductive whisper as Emerald felt a bulge press up against her ass from Salem's crotch.

Emerald could feel Salem's hands on her waist as the older woman pulled her in close, the bulge in Salem's pants grinding up against Emerald's ass. Emerald had always been more attracted to women over men more specifically she had a huge crush on Cinder, though Emerald had to admit with her massive tit's and the exotic white and black if her skin color Salem was easily in Emeralds top ten. As her pussy began to dampen from Salem grinding against her Emerald couldn't help but wonder what Salem had in her pants which was causing the bulge, maybe she had a dildo already in her pussy or some other toy. The thought of wandering around with a dildo inside her all day had Emerald's pussy getting wet. Salem's hands left Emerald's waist as the older woman pulled back, there was a rustling of clothing as Salem removed her clothing before she quickly pressed back up against emerald.

Emerald could feel something pushing between her legs, sliding along her panty clad pussy and pushing out the front of her skirt. To Emerald's shock it wasn't a dildo inside of Salem's pussy in fact it appeared that the older woman was sporting equipment from the other team. Jutting out between her thighs was the largest cock Emerald had ever seen, though given the fact that Emerald was a virgin and had never seen a cock in real life that didn't mean much.

Is this what it looks like for guys, thought Emerald as she stared down at the cock completely entranced, reaching down Emerald touched the tip of the cock with her finger only to have it tense rising up and rubbing more against her pussy. Using her hands to measure it Emerald was able to estimate somewhere around 12 or 13 inches not counting whatever part was covered by her thighs. Emerald jumped as Salem wrapped her arms around the smaller girl pulling her back and sandwiching her head between Salem's massive breasts. Emerald leaned back into Salem all sound muffled by her new jiggly earmuffs as she caught back a moan as Salem began to rock her hips, slowly dragging her massive cock along Emerald's pussy sliding it until the head rubbed against her clit before sliding forward again. Over and over again Salem rubbed her cock against emeralds pussy each time causing the girl to whimper and moan. Salem continued to pleasure Emerald in the way, slowly sliding her cock back and forth as she pulled the girl into relaxing into believing that this is all they would do. Once Emerald had finally closed her eyes and relaxed, that is when Salem struck, pulling back slightly further than usual before angling her cock upwards and slamming it to the base inside of emerald.

The green haired girls flew open and she let out a strangled cry as her breath was punched out of her by the massive member forcing its way inside of her.

Salem just held herself inside of emerald her thrust had lifted emerald off her feet and the massive size of Salem's cock was showing as a large bulge in the front of emeralds stomach.

"I forgot how tight a virgin feels, it has been awhile since I have enjoyed the body of a woman." Said Salem. "Cinder won't let me enjoy her, the last girl I got to enjoy was one of Ozpin's champions, oh how I enjoyed breaking that silver eyed bitch." Salem began to slowly pull out of Emerald, using her hands to lift the green haired girl up Salem held her there with only the head still inside of her before letting go. Allowing gravity to pull her back down, sinking her entire cock into the girl again. This time Emerald made a whimpering noise as the monster cock stretched her to the extreme.

"Fuck your tight, is my cock to big for you." Said Salem as she reached around to rub the bulge in Emeralds stomach.

"Yes." Came a hoarse broken response, it took all of Emerald's strength to utter the one short word.

"Shhh." Said Salem as she switched tactics changing from long slow thrusts to fast quick thrusts not pulling out much before slamming it back in the base. Salem's cock ground against Emeralds G-spot with each thrust and the girl didn't last long, screaming and squirting all over the ground in front of her as she spasmed on Salem's cock.

"Good girl, but I need you to stay focused the next part is where the fun begins." Salem resumed her thrusting alternating between the quick fast thrusts and the slow hard ones. All the while her hands roamed all over Emerald's body exploring her breasts, reaching down to play with her clit.

Salem enjoyed how helpless emerald was in her arms the girls mind nearly broken from the pleasure as she began to babble expressing her love for Salem that she was Salem's to use forever. Of course she was, she had been Salem's from the moment that Salem had seen her as all humans where Salem's though some where determined to resist.

Salem felt a building pressure in her balls, pulling emerald down onto her she moaned as she felt her cock pull inside of emeralds tight hot pussy, shot after shot of cum poured out, eliciting a moan from emerald as Salem pumped her full of cum. Her incredibly potent seed poured directly into the girls unprotected womb.

Emerald nearly lost her mind when she felt Salem cum. Her pussy clenched around the throbbing cock as hot cum flooded her insides, it felt as if it was oozing inside of her coating every inch of her womb, and it just kept coming. The bulge from Salem's cock grew slightly as Emerald felt herself stretch further, only for it to go down when Salem stepped back pulling out of her and leaving Emerald feeling empty.

The empty feeling did not last long as Emerald felt the cum Begin to expand.

"Salem what is happening." Cried Emerald as she placed her hands on her stomach, which was slowly growing. Emerald clutched her stomach in pain as she fell to the floor laying on her back as her stomach continued to grow Emerald soon looked nine months pregnant.

"I told you I need a huntress to create more grim." Said Salem as she kneeled next to emerald. Reaching out Salem ran her hand over Emerald's stomach. "And it looks like I made the right choice."

"You knocked me up with grim, you bitch. Aaah" Emerald was cut off as she felt a contraction as from between her legs out came a small wiggling black tentacle. First one then two, soon a whole mass of tentacles were squirming their way out of Emerald, wrapping around her legs they pulled hard as they struggled to get out before with a pop the little grimms grapefruit sized body popped out.

"There's the first one." Said Salem as she watched the little grim scurry up towards emeralds breasts, milk leaking from her nipples, her pregnancy causing her to lactate.

"Let's see how many more." Said Salem as Emerald screamed again only this time it wasn't tentacles that forced their way out of her pussy, instead it was the head of a snake already nearly the size of a small python it wiggled it's way out of emeralds womb the girls stomach deflating as the massive snake left her.

"More than one type of Grimm you are a special girl." Said Salem as she smiled down at Emerald.

"These are special Grimm and they will be accompanying you to beacon, I will need to find a way for you to sneak the snake in but as for your other child I think he already understands where to hide." Said Salem as the tentacle grimm finishes up feeding and clambers down Emerald's body. Once again returning to her pussy the form pushes itself inside tentacles first before squeezing it's body back inside settling once again inside of Emerald's womb. Without the snake there was plenty of room for the smaller grim and Emerald didn't even have a bulge in her stomach. The strain of having the Tentacle Grimm return to her womb was too much and Emerald tried to reach down and pull it out but Salem stopped her.

Salem watched as the snake began to shrink in size.

"Well that makes things easier." Said Salem as she still held the struggling girl. "Lucky for you because I was going to have him go in full size." Said Salem as the snake slithered forward pushing its face into emeralds ass as it began to wiggle it's way inside of her. This final anal intrusion was too much and Emerald's eyes rolled up as she finally passed out.

"Weak. Hopefully you'll do better at Beacon, do not fail me." with that Salem left Emerald passed out on the floor, wondering what other Grimm she could breed using the huntresses of Beacon.

Leave a review or Pm me for what kind of grimm Salem should breed with each girl. The Next chapter will be Emerald and her children claiming one of the girls at beacon.