[Contains Weight Gain and Stuffing]

It was an unusually warm autumn day as Team RWBY travelled into the city of Vale. The 41st Vytal Festival was on, and even though the actual festival and tournament were going to be hosted in Atlas, every kingdom was having their own celebrations in the lead-up to the Vytal Festival Tournament. Team RWBY wasn't due to leave for the tournament for some time, as General Ironwood was concerned about a repeat of the 40th Vytal Festival and didn't want students from other kingdoms at Atlas Academy for too long.

With the return of the Vytal Festival came the return of the many festivities that came with it. It almost seemed like people were trying extra hard to make this a festival to remember in order to make up for last time. That meant a lot of regular street fairs and other parties in the city, much like the one Team RWBY was going to while they got ready to leave for the tournament in Atlas.

Team RWBY got to the fair nice and early by leaving shortly after breakfast, something which not everyone in the team took part in.

"You can't just not eat breakfast, Blake! Your metabolism will be all outta whack!" Ruby stage whispered to Blake as they arrived at the street fair.

"I'm pretty sure it already is, thanks to you," Blake quietly commented as her hand drifted to her belly. It was most certainly a belly now, as it began to round out and jiggle when it wasn't sufficiently supported. It was being squished slightly by her white crop top and the waistline of her white shorts while it pulled the button on her black vest tight. Equally jiggly was her plump posterior and chunky thighs, though today they were crammed into what might have been a pair of shorts and tights that were too tight and a pair of tights that were definitely fittingly named. Her wider, plusher hips didn't help matters as they created another pinch point for her shorts, which were being pushed to their limits by Blake's chubbier body.

The cause of Blake's gains were far from a mystery to her or Ruby. Their almost daily stuffings, and the incredible amount of calories consumed during those stuffings, helped Blake plump up very, very quickly. Having a stomach capacity that rivalled whole families made it even easier, perhaps too easy, for Blake to eat ludicrous amounts of food and pile in a ludicrous amount of calories. In fact, Blake had even skipped breakfast to try and cut down on calories, something that her teammates were less than pleased with.

"I dunno what you two are talking about, but I heard 'breakfast'. Blake, you can't be skipping meals, you're seriously gonna regret it," Yang warned.

"Agreed. I would recommend eating something while you're here… but not too much. Moderation is key," Weiss added. That extra comment had Ruby and Blake subtly wincing. It was getting hard for them to hide Blake's stuffings with all her extra plushness, but they hoped that no one caught on that these stuffings were fetishistic. "Speaking of things to do while we're here, I believe Yang and I will go and find some dust for sale…"

"And new clothes!" Yang quickly and excitedly added.

"Yes, Yang, and new clothes," Weiss agreed. She may have rolled her eyes at Yang's comment, but the fond smile betrayed her true feelings. "You two should enjoy the festival while you run your errands. I'll send you a message if I find any particularly nice clothing items that may suit you two if you're interested." With that, Yang and Weiss split away from Ruby and Blake. Weiss' last comment stuck with the pair. Blake knew that she was starting to outgrow her clothes, even before she started to get fat, and cramming herself into her old clothes from when she first arrived at Beacon Academy did not help with that.

Ruby had different concerns. She hadn't plumped up quite like Blake had, and she had already been sizing up her clothes to keep up with her maturing body. Her problem at the moment appeared to be a temporary one, as the water weight that had made her breasts among the biggest at Beacon was slowly going away. Nowadays, she was merely slightly larger than Yang's generous chest. That still put Ruby's cup size a good way through the alphabet but, at the very least, borrowing Yang's bras now meant that they would actually mostly fit Ruby, minus a tiny bit of spillover. Ruby's less massive boobs also meant that they didn't bounce and slosh around as much as they used to, and they didn't feel as heavy and hard to lug around as they used to. There were still problems though, as Ruby noticed when it was time to head out for the day. She didn't want to wear any of her borrowed extra-large uniform shirts on a day off, but she didn't fit any of her regular clothes due to her expanded physique. That meant that an alternative was needed. Fortunately, big sister Yang came to Ruby's rescue again, letting Ruby borrow one of her tops, a white tank top that had the words 'SUPER HUGE' in white text on a red box. Unfortunately, the top fit worse than her bras. The hem rode up Ruby's midriff, the text was distorted by her expansive chest, and the outline of Ruby's bra cups was slightly visible, so it wasn't the perfect fit for Ruby. However, it worked well enough, and Yang thought it'd be funny for Ruby to wear something that advertised her massive boobs. Ruby wasn't as keen on the idea and decided to toss her sleeveless red hoodie on top, which didn't quite work out as well as she hoped as it was predictably tight enough around the chest, and only the chest; the rest of it was nice and loose. Still, it was better than the alternative options, and it covered up the embarrassing text, so Ruby went with it, pairing all of that with some black denim shorts and sneakers.

"So, cake supplies?" Blake prompted.

"Oh, right, yeah, we better get going. Do you think we should let Coco and Velvet know we're bribing them?" Ruby queried.

"It's not a terrible idea, as long as no one finds out why they're being bribed," Blake suggested.

"If anyone asks, I just felt like baking," Ruby said with a nonchalant shrug.

"That'd work if you were only making one cake. If you want me to be your taste tester, I get the feeling it'll be more than one cake," Blake countered. "I mean, I get the feeling that, after all of this, I'm going to end up being more cake than woman."

"Oh Blakey, so tempting," Ruby teased, really playing it up for her, fluttering her eyelashes, fanning herself with her hand, even putting on a voice. Blake interrupted that, or more accurately Blake's stomach interrupted, by letting out a loud rumble. Blake's hands quickly shot over her pillowy belly, as if that would make it quieter. Her cheeks went red and her eyes went wide as Ruby shifted around in front of her. "You need food," Ruby stated plainly.

"I-I'm not hungry," Blake lied. Her stomach rumbled again, as if it were a lie detector proving that Blake wasn't telling the truth. As the breeze picked up, the couple's hair was lightly ruffled, and the delicious scents from the various food stalls at the street fair wafted towards Blake. All those irresistible scents only made Blake's stomach rumble more. "I don't need food," Blake tried to lie again, this time being even less convincing, both in her tone and in how her stomach betrayed how hungry she actually was.

"Blaaake! Quit being a big dummy and eat, okay? You have to eat something," said Ruby, clearly exasperated, and slightly exhausted from this argument which had been running all morning.

"Why bother? Once we get back, you'll probably stuff me so full I'll have double the calories I need for the day at a minimum," Blake shot back. "I've been getting out of shape Ruby, and stuffing me to the brim almost every day isn't helping."

"Huh, I wonder what it's like having someone's actions result in your body changing a bunch," Ruby rhetorically and sarcastically asked. She folded her arms under her breasts to prop them up, just to make her point even clearer. Ruby's comment left Blake somewhat subdued as she locked her eyes to the ground.

"...In my defense, I didn't make them bigger... this time," Blake tried to defend herself.

"You were keeping them big! For, like, a week!"

"I thought you knew! You kept eating every salty thing I put in front of you!" The mention of food seemed to make Blake's belly rumble again, even though it was Blake herself mentioning it.

"How about a compromise?" Ruby offered. "While we're out, every time your belly makes noise, I'll stop and buy you something to eat. How does that sound?" Blake pursed her lips in thought.

"Hmm… fine… I guess…" Blake said reluctantly. After all, how often could that possibly- Blake's belly rumbled again and Ruby had a devilish grin on her lips.

"Ooh, I heard that! Now, where to go first?" Ruby said teasingly. She spotted a promising stall and dragged Blake along.

"Whoa, Ruby, slow down!" Blake called out as she was pulled along suddenly.

"But this place does fish sticks!" Ruby quickly countered.

"... I'm okay with this." Ruby made a quick purchase and Blake soon had a pair of piping hot deep fried fish sticks. She began to nibble away at them as she followed along behind Ruby. Ruby made her way to a fruit and veg stand and ordered for a big bag of carrots to be delivered up to Beacon Academy. When she turned back, Blake had already finished her fish sticks, and was left holding a pair of bare wooden skewers.

"Looks like someone was hungry after all," Ruby poked fun at Blake, right before Blake's belly began to rumble again. "And it sounds like you're still hungry. You know what that means," Ruby carried on, putting on a sing-song sort of voice. Before Blake could say anything, Ruby took Blake's empty hand and pulled her along to the next stall down, which was doing hot fries. Ruby bought a cup of fries for Blake and swapped the cup for Blake's empty skewers. Blake practically drank the fries down, not an easy task when they were all steak-cut fries. Still, Blake managed to down almost all of the chunky fries in the time it took Ruby to find a rubbish bin, throw away the skewers, and return to Blake's side, even with Ruby's impressive speed. Ruby had a smug look on her face as she saw what looked like an empty cup in Blake's hand.

"I know what you're going to say," Blake preempted Ruby. Blake reached into the cup and plucked out the final remaining fry, golden brown and about the length of Blake's pinky finger. "I didn't eat all of them while you were gone."

"Uh huh. And how long's that one gonna last?" Ruby teased. Blake immediately dropped the fry back in the cup.

"Forever. He's our son now. I'm going to call him Chip, or maybe Chipp with two p's," Blake declared, somehow managing to keep a straight face and a deadpan tone throughout her announcement.

"Well, you do have the dad bod already," Ruby pointed out light heartedly as she poked Blake's pudgy belly, sinking her finger in up to the first knuckle.

"Wow, rude. I go to all this effort to father our son and this is how you repay me," Blake huffed, the slightest hint of a smile just barely breaking through her serious facade. Her stomach then rumbled again, making Blake's eyes go wide. All she could do was let out a quiet "oh no" before Ruby shot off to wrangle up some more food. Ruby took slightly longer this time, but she was still back shortly with a hot dog with plenty of ketchup, mustard, pickles, and onions on top.

"Okay, I know this looks like a lot, but there were some foot long hot dogs over there and I was tempted to get one of them for you, but I didn't want to fill you up… yet," Ruby rambled, murmuring that last part.

"Yet?" Blake queried as she took the hotdog. Ruby stood there for a moment in stunned silence, before smacking her forehead with her palm. "Don't worry Ruby, somehow I get the feeling your brain isn't making all of the decisions for you today," Blake joked. Now it was Ruby's turn to blush.

"U-uh, we should keep moving, got a bunch of stuff to pick up for the cake baking," Ruby announced, quickly trying to change the subject as she got moving. Blake shrugged and followed along behind Ruby.

Slowly but steadily, Blake's rumbling belly was eventually filled, or at least filled enough for it to stop rumbling from hunger, as the couple made their way through the fair, stopping and ordering the supplies they needed for all the cake they were planning on baking.

Before long, Blake was feeling a little uncomfortable, as her belly had filled to the point where her shorts were starting to dig into her belly more than she would have liked. Her discomfort was likely increased by the street food all being far from healthy, either being greasy, fatty, sweet, sugary, or some combination of those things. Once she hit that point, her stomach was no longer rumbling from hunger. Now it was gurgling and rumbling from being filled up with such unhealthy food.

"Ooh, it's still so noisy," Ruby cooed. "I better get you some more food!"

"Ruby, wait!" Blake tried to get out in time, but there was no use. Ruby had already shot off to grab more food. Soon, Ruby was back with a whole tray of food. There were two small slices of pepperoni pizza, a big, steaming pork bun, an equally big chocolate chip bun, and a cinnamon roll. Ruby offered Blake the tray, but there was some clear hesitancy in the faunus girl. "I-I shouldn't…"

"But your tummy's being so noisy," Ruby said in a cutesy voice, right as Blake's belly gurgled. "Plus, doesn't it smell so goooood?" she teased as she waved the pork bun under Blake's nose. Slowly, Blake leant in and took a bite out of it, moaning slightly into the bite. She didn't mean to, but it just smelt so good, and her willpower was at an all-time low when it came to food. Blake took the bun in one hand and the tray in the other. Now that Ruby's hands were free, she snuck one in to rub Blake's belly. "That's a good girl. Keep eating and we'll quiet that belly down," Ruby cooed, sending a shiver up Blake's spine. She then started leading Blake towards more of the fair.

Absentmindedly, Blake followed along behind Ruby and ate and ate and ate. As she ate, her belly grew and grew, pulling the button on her vest so tight it was hanging on for dear life. Her shorts started to dig into her growing belly, making Blake quietly wish those fake zippers on the legs of her shorts were real, since that would likely be the only way that she would've been able to get these shorts off when they got back to Beacon. At the stops Ruby made, Ruby made sure to buy something to add to Blake's tray to fill the gaps as Blake managed to clear some of it.

Before long, under a constant stream of food, Blake's vest finally gave out on her, popping the button and firing it off into the crowd. That sudden release in pressure snapped Blake out of her gluttonous trance, while the sound immediately caught Ruby's attention.

"Uh oh, Blakey burst her button," Ruby sang.

"R-Ruby, can we... sit down... for a second?" Blake asked as she blushed and panted. Ruby agreed and led the pair to a bench for Blake to sit and set her tray down. Ruby slipped out of her hoodie, unveiling her SUPER HUGE tank top and her generous, bouncing chest.

"Hey, take this, this should help you cover up," Ruby offered. Blake agreed and slipped into the hoodie, struggling to just barely squeeze into it. "You know, you could have just asked to borrow some clothes earlier while you get your... uh... 'weight problem' under control, Blake. How do you think I got this shirt?" Ruby said as she gestured to her strained top. Considering Ruby's original reaction to the shirt, Blake wasn't sure if Ruby was being sarcastic or not. Then again, Blake had bigger issues right now, or specifically, one big, button-popping issue.

"Nothing of yours or Weiss' would fit me, and I refuse to ask Yang for help covering up... this. And I don't have a 'weight problem,' I have a 'my girlfriend likes to stuff me every day until I pop' problem!" Blake complained, gesturing to her growing gut.

"Hehe, you don't seem to mind while I'm doing it," Ruby flirted as she helped Blake back up to her feet, with Blake groaning all the while, much like her increasingly full stomach.

As the day went on, Blake's steps became increasingly laborious as she went on autopilot, staggering along behind Ruby and mindlessly eating whatever Ruby put on her tray. Her belly stopped jiggling as much as it grew tight and round, straining her shorts more and more. Putting more and more food into Blake's belly didn't make it any quieter, gurgling and groaning more and more. It also started to make her hoodie ride up slowly, revealing hints of belly that Ruby very much appreciated. She snuck in belly rubs where she could, but she was constantly zipping around the fair, placing orders for baking supplies or slapping down some lien and bringing food back for Blake. By this point, Ruby was grabbing food faster than Blake could eat it, leading to a steadily growing surplus of greasy fair food on the tray for the chubby faunus to work at. As Blake struggled to keep up, the increasing pressure and fullness in her belly got distracting, leading to her mouth running faster than her brain.

"This is actually kind of exhausting!" Ruby complained, her chest heaving as she caught her breath for a moment between trips for more food. "Sure would be easier if I didn't have such ridiculously big, huge, MEGA BOOBS, huh, Blake?"

"At... at least they're getting smaller, right? They're only a little bigger than Yang's now," Blake commented, also panting to get some air into her laboured lungs. Her thoughts were more on how worryingly tight her shorts had been for the last block than what was coming out of her mouth, but when she saw the look on Ruby's face, she realised that she had definitely said the wrong thing.

"ONLY?!"

"Uh... I mean... I'm sorr-mmph?!" Blake tried to say, before being interrupted by a mouthful of calzone. She barely even got a chance for a breather before Ruby began emptying the substantial remainder of her tray into her. Using her semblance, Ruby practically buried Blake under a storm of fair food, making her fuller and fuller, her belly larger and larger, not stopping for a moment until, with a pop and a 'ziiip', Blake's shorts finally came undone from the pressure. "Guh! R-RUBY!" Blake called out.

"Ah... whoops?" Ruby said sheepishly. Instinctively, Blake reached for her shorts, worried that they were going to fall down. However, when she tugged on them, she was suddenly much more worried that they wouldn't come off with how they were so tight now they might as well have been painted on. She couldn't tell if her popped button and undone fly were revealing anything indecent, due to how heavy and gravid-looking her belly had become, but she still tried to tug the hoodie she was wearing down to try and cover up her shorts. Emphasis on 'tried', as her ballooned belly wasn't letting the hem of the hoodie down past her suddenly very shallow navel. Blake just quietly grumbled and did what little she could to try and remain decent, even if the dirtier parts of her mind weren't so worried.

Much to Blake's relief, the next stop the couple made was also the last one, with just one last bulk order of flour to make. Ruby even managed to get a discount thanks to the kindly owner thinking that Blake was an expectant mother. Neither Ruby nor Blake had the heart to correct her.

Once that was dealt with, Blake and Ruby ducked into the store's bathroom to try and fix Blake's wardrobe malfunction. Blake sat on the lid of the toilet while Ruby crouched in front of her to survey the situation. Luckily, unlike with the vest, everything was still intact, it was just a case of doing everything up again. Of course, that was easier said than done. Blake's plumped up body had already made these old shorts quite snug, but her ballooning belly took it well past snug, past tight even. These shorts were just too small. Try as Ruby might, Blake's pants weren't being done up again any time soon. That didn't stop Ruby from trying to tug them closed, squeezing the groaning Blake as she did. After a while, after it was clear that Blake's beach ball belly wasn't going to yield, Ruby stopped. Her hands drifted from Blake's shorts up to cradle her belly. Ruby leant in and gingerly placed a kiss right above Blake's navel.

"A-ah, R-Ruby…" Blake quietly got out.

"More?" Ruby offered flirtatiously as she caressed Blake's belly.

"Mmm… just a little bit. Can't go too far here," Blake warned.

"I know, I know," Ruby reluctantly agreed. "We should get back to Beacon, then we can go as far as we want," she added, turning on the charm and giving Blake her best bedroom eyes as she rubbed Blake's belly.

"If you can get these shorts off of me without ripping them, you can go as far as you want," Blake purred.

With that, they abandoned their attempts at making Blake fully decent and Ruby helped Blake up and out of the bathroom. As the couple left the bathroom, the small handful of people there looked at them with knowing looks that had Ruby and Blake going redder than Ruby's namesake.

Once they were back on the street, Blake was immediately looking towards the nearest taxi stand, while Ruby was eyeing up the rest of the festival.

"Oh no Ruby, not now. Let's just get a cab back up to Beacon," Blake tried to convince Ruby.

"But we've only seen, like, half of it," Ruby retorted.

"Ruby, sweetie, I'm really not up for it today. We can come back tomorrow, or you can just take me up and come back and find Yang and Weiss," Blake offered. "Plus, I'll actually wear something I can fit a wallet in."

"Oh, right, yeah, I'm a little light on money," said Ruby, clearly crestfallen. "I've got enough for the taxi and maybe one other thing."

"Why don't you save it for tomorrow, maybe?" Blake suggested.

"Ooh, yeah, good idea. That's why you're the brains of this relationship," Ruby praised.


Ruby and Blake were slowly making their way towards the cab stand when a shift in the breeze sent the dangerously alluring scent of the fair food back towards the couple, making Blake's upset stomach gurgle noisily.

"Ugh, not again," Blake groaned, both to her thunderous belly and to Ruby, as she grabbed hold of Ruby's top to stop her from running for more food.

"Just… one last stop, okay?" Ruby negotiated. In a rare display of boldness, she solidified her argument by clasping her hands together and squeezing her massive breasts together, pushing some cleavage up through the undersized tank top.

"J-Just one. I want to get back to Beacon for… obvious reasons," Blake insisted, throwing in a quick wink to ensure Ruby got the hint. Ruby led the pair to a small ice cream store a little off the main thoroughfare.


The store was definitely showing its age. The tables and chairs were rickety, the countertop was scuffed from decades of use, and the paint on the walls and the tiles on the floor were faded. The only things that looked like it had been replaced in the last decade were the machinery, from the ice cream dispensers to the milkshake taps and the fridges.

The store's age and appearance was clearly not helping it pull in customers, as there were only two people in there right now. There was the store's owner, a sturdy, wide-set older man in equally sturdy clothes. He had fading blond hair and a thick, bushy beard, plus a pair of smallish square spectacles, all of which made the man look somewhat older than he really was.

Majorly contrasting him was the store's current sole customer. The young lady was very slim, with a much fairer complexion than the owner's weathered tan. Where the owner's outfit was strong, practical, and mostly varying shades of brown, the girl's outfit was much more colourful and pretty. She wore a pink flowing crop top, which matched her high ponytail and eyes, along with white skin-tight capris and ankle boots. The girl was sitting at one of the somewhat unsteady high seats at the counter, salaciously lapping at her ice cream cone, while the owner was on his knees, working on undoing and taking apart some of the booths around the sides of the store.

"Lady, I can't help but feel I shouldn't be seein' what you're doin' to that ice cream," the owner joked in his low, rumbling voice. In a flash, a small picket sign appeared in the woman's hand.

"I'm savouring it," said the sign, making the older man chuckle.

"Is that what you kids are callin' it these days?" the owner lightheartedly commented. "Gotta say, mighty handy semblance you got there," he added, as the woman's sign fell to pieces, as if it shattered in her hand. The store's door opened, making a small bell ring to alert the owner. "Be with ya in a sec, just about got this table dealt with," the owner called out.

"It's okay, don't rush. We need to catch our breath first," Ruby chirped as she adjusted her overtaxed bra. The girl at the counter raised an eyebrow at that voice. She recognised it from somewhere, she thought, as she sneaked a peak. Sure enough, she did recognise them, even if they looked different last time. Neo didn't remember Little Red being stacked like crazy, and she didn't remember Kitty being such a fat cat, but she still knew who they were. Neo froze as she was immediately captivated by Blake's engorged stomach. A blush crept onto her burning cheeks as she quickly looked away. It was just in time too, as her disguise momentarily faltered, letting her left eye be its natural brown for just a blink before she disguised it again.

"I really, really hope we don't have anything else we need to buy for those cakes," Blake panted as she cradled her concerningly full belly. She made another futile attempt at tugging Ruby's hoodie down over it to no avail.

"Nah, I've got everything we need for next Saturday. Coco and Velvet are gonna love it, especially with you as my taste tester," Ruby said confidently.

"Ah, consarn it, I'll deal with you later," the owner told the table he was trying to take apart. He set down his tools and, with a grunt, heaved himself upright. Standing at his full height, Ruby and Blake thought that he was probably one of the tallest people they had ever seen, and he was definitely the biggest. They had to crane their necks up to look him in the face, and his gut was probably the only one around that was bigger than Blake's was right now. "So, what can I fix for you two?" the owner asked as he made his way back behind the counter.

"Biggest thing you have on the menu, preferably chocolatey," Ruby requested.

"One Mighty Chocolate Milkshake comin' up," the owner announced as he pulled out a massive pitcher and pulled out one of the retractable hoses from the milkshake machine. "Good timin', you two. I'd been meanin' to take this thing for a spin since I picked it up this mornin'. Fortunately I had this quiet lady come in so I could test the soft serve machine," he rambled, pointing to Neo, not that Ruby or Blake knew who she was. "Oh, uh, that reminds me, you two reckon you could do me a favour?"

"Ooh, ooh, I can help," Ruby excitedly exclaimed. "Blake, you don't have to help if you don't want to."

"Nah, your lady can help too. Need someone to watch the place while I move all my old equipment down the street into storage, and I need someone to give me a hand. You help me with that, y'all can have as much Mighty Chocolate as you want, though I wouldn't recommend too much. The stuff's a bit high in calories," he explained as he set the milkshake on the scarred counter between the couple.

"Sounds like a deal!" Ruby eagerly agreed. "Blake, you can stop drinking if you get too full."

"A bit late for that…" Blake quietly commented as the owner led Ruby out the back. Blake hoisted herself up with the help of the surprisingly sturdy counter and sat down on the decidedly not sturdy chair. Her plush posterior completely filled the creaky seat and almost spilled over the sides, but it was good enough. Honestly, almost anything would have been good enough, as Blake was exhausted from the heat, the stuffing, and the effect those two had on all the walking she had to do. After everything today, Blake didn't even care that she just barely managed to not get stuck on the inward curving arms of the chair, although she could tell that she was close to being too big for this seat, and she cared even less that Ruby's hoodie kept riding up.

Once she was seated, she admitted to herself that she was well past feeling full, that she probably shouldn't be having this, let alone all to herself, but it felt so cool, so tempting. She took both straws and drank it down. Given the heat, the cool milkshake felt so soothing that she quickly finished the whole thing. She honestly felt a little bit disappointed by how quickly it was gone, something that set off a small alarm in her mind that she ignored when she eyed up the milkshake dispenser. She looked at it, then looked at the quiet girl. As the quiet girl caught her glance, she shot Blake an enthusiastic thumbs up. Her cat ears caught Ruby and the owner leaving through the back door, telling her that it was just her and the quiet girl in the store. With that, Blake decided that she was going to collect on the owner's offer right now by herself. She reached over, just barely reaching the machine, and pulled one of the hoses from the milkshake machine towards her. She spun her chair around so her back was resting against the counter, since she didn't really trust the integrity of the chair's back, especially with how it creaked when she shuffled the chair around. It also seemed like a good idea to make sure her belly didn't get squeezed up against the counter. Once she was more comfortable, she slipped the hose between her lips. Blake knew she shouldn't have more, but it was just so cool and soothing! Besides, it was only going to be a little bit. She reached back and flicked the machine on, setting it to its lowest setting as it hummed away. The hose and nozzle expanded as the small, steady stream of chocolate milkshake began to trickle into Blake's mouth. Blake let out a comfortable sigh as she sat back and relaxed. She had all the milkshake she wanted, Ruby got a chance to help someone, it was all a win-win situation. Blake rested her eyes in exhaustion and let the delicious dairy treat pour into her mouth, slowly letting her belly get even fuller.

At the machine's lowest setting, it was nice and manageable, enough that Blake, who had gotten used to unconsciously swallowing thanks to the various stuffings she had endured lately, was handling it very well. The soothing trickle of the shake along with the comforting whir of the machine provided quite the relaxing atmosphere for the stuffed girl. Before long, Blake began to doze off, rubbing her belly in her sleep.

As the minutes ticked by, Ruby and the owner had not returned, and Blake showed no sign of waking up. Devilish Neo knew that this was the time to strike and a chance to have some fun. She downed the last of her ice cream, including the waffle cone, and crept over to the tired faunus. She carefully reached over to Blake's belly, just barely touching the pale mass to test if that would wake her. When that elicited no response, Neo decided to get a little bit more thorough with her belly rubs, marvelling at its size and roundness, and having dirty thoughts about how Blake's shorts popped open and how the hoodie rose to reveal so much midriff, with Neo slipping her hand up to expose some more belly. Neo decided to turn things up a notch, reaching over and grabbing another hose. Carefully, she slipped the second hose into exhausted Blake's mouth. Once it was secure, Neo fired up that hose and watched. Still, Blake didn't budge an inch, still slumbering as her belly continued to grow. Blake's belly filled out in every direction, slowly expanding out towards her knees and starting to press against the arms of the chair. Neo took things slow to avoid waking Blake; she wanted to enjoy this for as long as possible. She kept carefully and gently rubbing Blake's ballooning belly as she watched it grow, before reaching for the third hose.


Half an hour had gone by with no sign of Ruby or the owner returning. The machine was up to about half of its maximum dispensing speed and Neo had slipped three of the four hoses into Blake's mouth, with the fourth one in her hand. She was slowly lining it up, ready to aim for the prize. She was just about to make her move when, suddenly, there was an almighty crash from the back of the store. The sound startled Neo enough for her to accidentally shove the hose in with more force than she had anticipated, jamming it in with the other three. Ruby and the shopkeeper must have been back, Neo thought. To make matters worse, Blake was beginning to stir. Neo's cover was about to be blown, she knew it. She had to make her escape, but there were just two quick things she had to take care of. Firstly, she pushed the milkshake machine back just a touch, just far enough to put it out of Blake's reach, just to make sure Blake got maxed out. Then, she gave Blake's massive exposed belly a quick pat and a little kiss before literally disappearing.

In the blink of an eye, Neo was out a window and making her way down a quiet alleyway, making a clean escape. She could still hear the loud, telltale sign of machinery being tinkered with from the back alongside the gentle whir of the milkshake dispenser dutifully pumping away. Neo had planned to see how much she could fit into Blake, but she had enjoyed her time with the bloated huntress-in-training enough already. Besides, she had a plan for future shenanigans. She was going to pay little Red and not-so-little Kitty a visit during their bake-a-thon the following weekend to make things a little more interesting. If Blake could get that big a belly, and Ruby could get such big tits, then there was definitely some fun to be had with the two of them.


Blake finally stirred awake, her brain feeling a little bit scrambled. She didn't recall falling asleep, and she didn't recall doing anything that should make her feel so achingly full. When she focused enough to realise that she had four hoses in her mouth instead of one, she jolted awake, suddenly very focused on whatever was happening or had happened to her. Did she do this to herself? Did that other girl do it and then disappear? Blake didn't have time to worry about any of that, she just needed to get out of this situation. She reached for the hoses and tried to pull them out, but they were jammed in there tight, pressed against each other and Blake's mouth. No matter, she just needed to turn the machine off, right? She reached back, going for the machine, but she just found empty air. She looked back, and it was indeed there, but no matter how hard she reached she could not turn that thing off. She considered trying to make her way out of her chair and deal with it herself, but the arms hugging her worryingly tightly, with her belly spilling over the arms, told her that she was probably stuck in her chair now. The smart part of her was very, very worried about this, but the dirty part of her mind kind of wanted to see this keep going, and maybe even see if her belly could outgrow this chair. Clearly she needed some help.

Struggling to put her dirty thoughts aside, Blake focused her aura and closed her eyes, hoping to put out a shadow clone that would bail her out… somehow… She wasn't sure exactly how to solve this, but she figured getting a clone out would do something. She guzzled down ever more chocolate shake in gluttonous, guilty pleasure as she produced the clone and…

What happened next was not what she expected. Firstly, she didn't feel herself get pushed away when she used her semblance. Either she was too weighted down by what she had ingested thus far, or she was well and truly stuck. Secondly, when she opened her eyes, the shadow clone was massively fat, at least three times as wide as her, or at least the old, slimmer her. The shadow clone was all rolls and blubber, enough so that Blake likely wouldn't have recognised the clone if not for the clone's outfit matching hers, except fitting properly, like its clothes had grown to match its size. As the clone lumbered towards the counter, every step made its fat wobble like jelly. It ever so slowly made its way to the machine by holding on the counter as it pumped Blake fuller and fuller, giving Blake a lot of time to watch it. Blake must have mismade it for it to be like this, but she had no idea why or how. Blake was very, very conflicted about what she was seeing. Was the shadow clone so much of a butterball because of how much Blake had eaten? Was Blake's, to maybe understate things, compromised mental state making her put out an inaccurate clone? Was this a sign of things to come? Would the others see this? The last worry was slightly reduced by the racket from out back, whatever it was, but she really hoped that they didn't see this.

Blake's shadow clone squeezed through the gap in the counter, before holding onto the counter and catching its breath. Blake didn't even know her clones could need to do that, but here was her clone, appearing to be heaving and panting for breath, flushed red in the face. The clone reached up for the machine, having to reach to make up for its fat belly and globular breasts getting in its way. The trapped huntress-in-training watched with anticipation as her clone lifted one of its chunky arms to reach the dispensing lever. It grabbed the lever tightly, but without both hands holding it up on the counter, the unstable clone began to collapse under its own weight. Blake's blood ran as cold as the dairy pouring down her throat as the clone dissipated, but not before pulling the lever the rest of the way down. Suddenly, the machine whirred worryingly louder and the hoses were pumping at full power into Blake's mouth. Blake let out a muffled cry of frustration that turned, unintentionally, into a moan of arousal before the overwhelming torrent of milkshake silenced any further sounds besides her gulps. The rapid influx of milkshake, the growing pressure both on and in her gut, the sensation of being trapped: it was all a bit much for the freaky faunus. Her body felt warm despite the frozen treat assaulting her, and her eyes rolled back into her head as she quivered from excitement.

After the sudden shock of horniness, Blake put every ounce of focus and willpower into pushing it away and tried to deal with this before the litres upon litres of creamy confections pushed her past her limit. The expanding faunus was, likely for the first time in a long, long time, glad that the Amoeba helped stretch out her stomach to give it an incredible capacity. Even with that help, her stomach was achingly full, trembling as it expanded without pause. She tried escaping the chair, but worn furniture loudly protested, creaking at her movement. It didn't matter; with her belly, she doubted that even standing under her own power was going to be feasible, let alone somehow getting out of her seat, waddling around to the machine, and turning it off on her own. All out of options, Blake was forced to down more milkshake than she had ever done before. All she could think to do right now was hold on and hope that the machine ran out of milkshake before she ran out of room in her stomach.

She glanced over at the machine and spotted the tank. It appeared to only have a fifth of its contents left, although Blake was unsure whether her stomach could hold all of that. The pressure in her stomach was steadily ramping up, and that was one warning sign that Blake did not plan to ignore. She shifted in her seat to try and alleviate some of the pressure the arms were exerting on her poor belly, but all she accomplished was more ominous creaking. Trying again to remove the hoses was equally useless. There was one idea she had, but she wasn't confident in it. She tried to squeeze the tubes with her hands, hoping that that would block the flow for long enough for her to figure out a good next step. When she did so, it certainly worked, there was no more milkshake flowing. Unfortunately, the machine was very much still pumping. Blake's blockage meant that the shake was all backing up in the hoses, making them swell behind Blake's hands. It was tough going for Blake to hold back the flood of milkshake as the machine strained to try and force the shake through, just so it would stop being backed up. There was a tiny trickle sneaking through that worried Blake. She tried to shift in her seat to hopefully find better leverage and a more comfortable position as she gave her all to hold back all this pressure. Unfortunately, this was the last straw for the poor, overworked, rickety chair. The arms of the chair blew out, falling to the ground on either side of Blake's seat as her belly ballooned out in all of its glory. The creaking then grew louder and louder until the whole chair gave out under Blake's weight. She fell to the ground, landing amongst the chair's rubble on her naturally cushioned rear. The impact made her lose her grip on the hoses, very suddenly releasing the milkshake in a sudden surge. Each swell rushed into Blake's belly in one massive wave. The flash flood of milkshake made Blake's stomach visibly grow a few inches, and while she couldn't see it, she could feel the relief as her belly button popped from an innie to an outie.

Blake was still reeling from the deluge of chocolate shake that just forced its way down her throat as she considered her situation. Unfortunately, the fall did not loosen the hoses from her mouth, nor did the hoses run out of reach. Typical. Blake was more surprised that all the racket she made wasn't heard by everyone out back, but she could hear the racket they were making, so she assumed that drowned all her noise out. The only good thing to come from all of this was that, with the chair no longer squeezing her like a vice, some of the pressure on her belly was gone.

Blake decided to just sit back against the counter and let the hoses finish emptying that tank. She briefly entertained the thought of getting up and trying to do something about the machine now that she was free of her pinching seat, but she was just plain exhausted, and heaving her heavy body would have been hard enough if she had the energy for it. It was hard enough for her to even sit up, let alone get up. Plus, she was certain that Ruby would be back any minute now, she just had to hold out a little bit longer. She closed her eyes in tired resignation and kept on chugging, waiting for the machine to run out. Blake's belly had never been this full or this large before, and it felt good. Even the Amoeba hadn't filled her to this extent! She knew that she shouldn't be enjoying this so much, but she couldn't help herself. She gently rubbed her towering belly in amazement as the hoses finally ran out. She let out a sigh of relief, thinking that her nightmare was over. However, she was wrong, very, very wrong.

Blake's eyes snapped open as she realized that, not only could she still hear the machine whirring, but the hoses had begun pumping again. There was more than one tank?! Blake had been curious as to her limits for a while now, but this was not the place to find out! Heedless of her feelings, her ever-expanding tummy continued its ascent. She couldn't even roll over, she was so pinned by her massive, churning gut. As she lay there, holding her behemoth of a belly, she realized she was fighting to keep her eyes open. The cold milkshake combined with the sheer volume occupying Blake's stomach were threatening to put her into another food coma. The last thing she needed was to fall asleep again, so she focused on making as much noise as she could. She was even beyond embarrassment at this point, she just desperately needed help, any help!


"Well, you put that back together mighty quick," the owner praised, as Ruby stood over a repaired, but still very outdated, ice cream machine out back in the parlor's store room.

"I mean, it's not that hard, especially compared to the weapons and stuff I work on up at Beacon," Ruby tried to downplay.

"You a Beacon kid? Say, is Oz still in charge up there?" the owner asked.

"Yep! Do you know him?" Ruby asked excitedly.

"Sure do. I was in the first year of students he ran graduation for," the owner bragged, a big grin on his old face. "Wonder if he'd still recognise me."

"I can ask for you if you want, Mr. Goldlow," Ruby offered. Before the owner could speak, they heard what sounded like muffled moaning from out in the store.

"Now what in the world is that racket?" Goldlow wondered aloud. Ruby didn't need to wonder, she knew immediately.

"Oh no, Blake!" she yelped. With her semblance she raced out to the store floor in the blink of an eye, leaving Goldlow clomping along behind. Ruby immediately found Blake slumped under the counter, surrounded by the shattered remains of her former chair. Her belly was bigger than a yoga ball and about as round. Ruby carefully held Blake as she tried to figure out how to get the four hoses out of her mouth.

"What the…? Lemme turn this off," Goldlow exclaimed. With a push of the lever and the pressing of a few buttons, the machine finally went silent. The nozzles shrank and popped out of Blake's mouth as the hoses retracted back into the machine, leaving Blake a panting and moaning mess on the floor.

"Uuugh… I think I'm gonna be sick…"

"Blake, what happened?" Ruby asked, clearly very concerned for her girlfriend.

"I-I don't know. I only had one nozzle when I fell asleep, but I woke up with four," Blake explained. Ruby's eyebrows raised at that comment. Ruby had something she wanted to say, but now seemed like a bad time to tease Blake.

"I reckon it must've been that quiet girl. Looks like she's up and vanished. Girl gave off a mighty peculiar aura, it's why I didn't ask her to help," Goldlow mentioned as he stepped around his counter and over to the girls. With his help, Blake was upright again in no time. However, her legs almost immediately gave out on her, forcing Ruby and Goldlow to quickly catch her. The next time they tried to get her upright, they had her resting against the counter which fortunately could handle her considerable weight. Now that she was upright, it looked to everyone in the store that Blake had more of a belly than the rotund Goldlow, and Blake wasn't sure how to think about that. Even with what Goldlow said, there was still that worry bugging her, that she blacked out and did this to herself in a gluttonous trance. It was incredibly unlikely, but there was still a chance. Even now, with her stomach so packed she could topple over at any moment, a small, and thankfully overruled, part of her still wanted to see how much more could fit…

"I'm sorry," Blake groaned.

"Hey, relax, I ain't blamin' ya. 'Sides, your lady helped me out and I did say you could have all the milkshakes you wanted for free if she did. 'Though, it looks like you had a whole lot more 'n that, since it looks like you're fixin' to explode any second there," Goldlow said as he set about examining the damage.

"I… I feel like it too," said Blake as she huffed and puffed and belched and burped. "Ruby, can… can we… take a cab… now?"

"Uh, y-yeah, sure. Are you gonna be okay?" Ruby asked carefully.

"I should be, just… just don't make me walk too far."

With that, Ruby made plans to get Blake back to Beacon. To the relief of everyone involved, things got much, much less eventful after that. The worst that the couple had to deal with was getting a very heavy Blake to the cabs and squeezing her in. Fortunately, on the way to the taxis, people gave the couple a wide berth, so it was an easy trip. It was a little embarrassing that, once again, the taxi driver thought Blake was heavily pregnant rather than heavily stuffed and offered to help her into the cab. Neither of them were eager to dissuade the driver of that notion, so they played along for long enough for them to get in the cab for a quiet ride back to the bullhead that would take them back to Beacon. After all of that, Ruby had Blake in bed for some well needed recovery in no time, even holding back on an opportunity for lewdness. Needless to say, neither of them were looking forward to explaining this to Yang or Weiss.


[AN: This part was also written for Goodstrangr over on DeviantArt, who also helped a ton with editing and other stuff. All the stuff I mentioned in the last part still applies to this part, so if you are feeling a bit lost, definitely check out the stuff I mentioned there.

Side Note: Decided not to use the standard RWBY Shopkeep for this one, decided to go with something else. If you're the same kind of nerd I am, you'll easily figure out who they're based on.]