Crazy Trouble With Love Part 9

by yugiohfan163

The fans have spoken, and thus it has been decided! Let the series continue!

10. Pyrrha, Nora, RWBY, and Cinder

Crazy trouble with love part 9

Pyrrha, Nora, RWBY, and Cinder

Series: RWBY

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A sunny day. A forest of green.

This was the Emerald Forest of Vale.

There was one redheaded girl, who looked akin to some kind of olympian, walking through this very forest, alone. She had a backpack on while keeping her eyes peeled around her and was on high alert.

For many reasons, her alertness was warranted as there were the enemies of this world, the creatures of Grimm.

She took caution as she walked by, ready for a fight and hoping no ambushes would happen anytime soon. Reason she was here? She had been given an assignment to try and stay out here for a few days with her weapons and a few essentials to test her skills in the wild on her own.

Survival skills were rarely taught anywhere, but were rather important if one was to, say, live out in the dangerous world of Remnant with almost no protection from Grimm. Relying on nature to survive was woefully difficult to teach as the Grimm would sometimes kill the inexperienced Huntsman and their students as a result.

Right now she was looking for a spot to set up camp, but so far there wasn't any space that was big enough. Not only that, but she didn't find any rivers or bushes that would contain berries to help survive. She did find the occasional animal and, much to her grimace, she had to make quick work of them to use their remains for sustenance.

She didn't like it, but her assignment had asked for such. The sight of those poor animals. Grimm never attacked them as they weren't Human or Faunus. They were always an entity of sport, so Pyrrha didn't have too much to worry. She just had to find a safe place to make a fire and hope she could, at least, eat it.

"I hope something comes up soon, I don't wanna keep wandering when it gets dark."

That was another reason for making a fire. Since this was not the city of Vale, she would soon find it to be pitch black once the sun sets. There was also no metal around, except her armor and weapons. Because of this, she couldn't simply use her Semblance to erect shelter with minimal effort.

She kept on moving until she stumbled across a bigger spot which was just what she was looking for. Smiling, Pyrrha looked around before setting her backpack down and now needed to prepare the process of making a fire. She went out to grab some sticks while feeling a bit more at ease.

After putting an assortment of sticks in a pile, she looked around for one of those little tumbleweed looking things that help start a fire. She almost didn't find it as it was rather small and fuzzy. She set it down next to the backpack and looked for a number of rocks to keep the fire contained if and when she made the fire. She found a small pile near a tree and moved over to grab some and went back to the wood before getting a small flame started.

Looking around aimlessly, as she sat down, she saw something...off. She got up and walked to it as it seemed out of place for the area. This being some shape under some gravel.

She looked around, again, before pulling out her weapon and started to dig whatever it happened to be out. It didn't take too long as the item slowly was shown to be a box. The box seemed to be in good condition, all things considered, and had an odd smell about it that Pyrrha actually couldn't place.

"I wonder what could be in here." she muttered before pulling it out and saw the lock was busted.

Pyrrha nodded to herself before gently pulled the lock off the box. Never knowing where it might've been. Once it was free, she opened it and was confused about the sight before her. It looked like a long object made of plastic that was colored pink while having some straps connected to one end with the other end looking more rounded.

"Is this...something people wear…?" Pyrrha asked herself as slowly picked it up by the strap and noticed that the smell that was coming from this. It also had a tag with words on it. It said 'Wear around waist while naked or irritation will occur'. She blushed reading that and lowered it. "Why would someone wear this, naked?"

She shook her head before grabbing the box and walked back to the fire to stay warm. She looked at the box and her curiosity was peaked. 'Maybe I'll try it on after I get comfy.'

After adjusting by using the sleeping bag in her backpack to lay on the bed, she was moderately comfortable. She used the backpack as a pillow as an extra as it was somewhat soft to use.

With that she looked at the piece of plastic and blushed when she looked down at the lower portion of her armor.

She tossed the idea around in her head, debating whether or not to try it on.

One half was against it mostly because of her shy nature, but the other was rather curious and figured it would be fine since there was no one else around.

Eventually, her curiosity became too much to bare and decided to might as well try it out. And so, she started to remove her armor.

She undid some straps and removed her battle skirt and then began to work off her boxers next. Then, she worked on her boots and removed her shirt as the little note said she had to be naked otherwise she would be irritated...she assumed that meant an inch beyond belief. The more she took off though the more self conscious she felt.

Soon, she was completely naked. She blushed as she felt exposed. She tried to take a deep breath to calm down. "Relax Pyrrha, it's just you. It's like when you take a shower, no one else around to stare or gawk." Pyrrha said to herself with a nod, in an attempt to distract herself from her naturally shy nature.

With that she picked the object up and started to try and work her legs around the straps. As she did this, she was unaware of a Grimm moving near her location. This particular Grimm being one that one didn't see too often.

With Pyrrha, she finally got the contraption on and looked herself over. "Huh, it actually fits perfectly. Just about my size." She said as she looked at the phallic end. 'But there's something about it that makes this situation more embarrassing, but what?'

As this happened, the Grimm, otherwise known as a Geist, spotted her and crept closer, noticing an object it could possess strapped to her. Its instincts were calling at it to do what it was made to do and hid behind the tree quietly.

Pyrrha, meanwhile, was wondering what the phallic object was supposed to be for. "I swear I've seen something like this somewhere, but...wait! Now I remember, in a book on biology." She said as she thought about what she read before. It was about the human body and how a particular organ was made for in terms of reproduction.

"Like a...penis." She finished before blushing profusely at the thought of wearing something akin to the Male organ. As she stared at it, that's when the Geist decided to make its move.

With how distracted Pyrrha was, she didn't notice the Geist until it quickly phased into the phallic object. She gasped as it suddenly connected with her crotch and yelped and she saw flesh envelope the penis-like object before it throbbed. She screamed as she felt herself grow cold and in pain. The straps that were orginally connected to the now throbbing penis, dropped onto the floor.

She grabbed it and tried to pry it off, but it was tightly attached and made her grit her teeth.

As this was happening, from the dick, her skin began to lose a bit of its color. It was like someone was slowly erasing the bright tone from her pigment.

Pyrrha panted as this happened, she tried to remove this...thing that attached itself to her, but she felt pain when she did, as if it became a part of her. She felt like her body was getting colder and rubbed her arms. As they happened, Pyrrha's lightly gasped as she, unknowingly, had a red gleam to her eyes. She moved over near the fire and fell on her knees while freaking out.

"W-What happened to me?" Pyrrha let while panting from these sensations. "What was that? Why did it go in that? And why won't it come off?!"

She shivered as she felt the fire do little to warm her up while her new appendage continued to throb.

"I need to get it out, but how? It's not like I can just cut it off." She said to herself before looking at her...penis, she surmised. "Maybe...maybe I can..." Pyrrha let out before touching it and gasped at the unfamiliar feeling she got from it. It felt off and weird which made her let go.

"What was that?" Pyrrha said as her dick continued to throb. She then looked at her more paler skin and blinked. "Wait, that wasn't like that before." She said before looking from her appendage, then her skin and back and forth a few times before the pieces fell together.

"Oh gods, this thing is doing this, I need to get help!" She said before suddenly standing and then groaning. Her head suddenly started hurting, unaware it was sending a signal far far far away. Pyrrha's eyes then rolled to the back of her head before she dropped to her knees and hit the floor, passing out.

Meanwhile a huge distance away we find ourselves in a land with Grimm walking around with the land looking dead. In this land, there was black castle that housed the one woman who controlled the Grimm down below as well as all of Remnant, making her unknowingly, to the populace, public enemy number one.

Salem was sitting on her throne while overlooking the Grimm pools as numerous Grimm rose up. All of a sudden, she raised her head, as she felt something...unique happen.

"Mmm, what's this I'm feeling?" She said before turning around and focusing on this sensation she felt. It felt like it was coming from a Grimm, but the feeling was off for some reason. "Hmm..." She let out before she sought out a Seer. It floated over to her and began to glow as an image appeared in it. In the image, Salem saw what looked to be a redheaded girl, naked and seeming to be paler than what humans normally have.

"Hmm, what is-oh my." She said as she happened to notice that this girl was sporting a dick. Upon closer inspection, it seemed the girl didn't know what was happening. "Hmm, I'm sensing a Geist, but I don't see it."

Salem then noticed something off. A box of what appeared to be strap ons were a bit off to the side. She began to fit the pieces as she looked at the girl and her throbbing dick with inquisitive eyes.

"My my, this isn't something I ever imagined to happen." She said as she smirked at the rare opportunity that presented itself. "Perhaps I should meet this...girl." Salem said with a smirk. "She might be quite the rarity."

Then, she noticed the girl try to stand only to fall. Salem decided to act while the opportunity was still there. She closed her eyes and sent out her presence through the link.

Pyrrha's body seemed to shift itself before Salem felt herself make a successful connection with the girl.

'Can you hear me mortal?'

'H-Huh...who's...there?" Pyrrha responded, her mind seeming to be in a haze.

'I am the woman who can help you with your little problem.'

'Help...me? ...How?' she thought looking around while a bit spooked. 'Where are you?'

'I am somewhere far away from where you are, that much I can assure you,' The voice said. 'Just know that I am aware of your problem.'

Pyrrha blushed hearing that and inadvertently covered the girth on reflex.

The voice seemed to let out a chuckle laced with amusement. 'Do not worry. You do not need to hide that which I have already seen.' It said. 'You merely need to go to someone you trust and know.'

'Like my...friends?" Pyrrha responded, embarrassed at the thought of them she her like this.

'Of course.'

'But...how would my friends...help?" Pyrrha asked, confused.

'I'm sure they can find a way, or do you not trust them?'

Pyrrha tilted her head. 'I trust them...I just...don't know how...to explain...this.' She replied with a sad expression.

'Just tell them you're unwell, it's not that hard.'

'I guess, but...what would I say about...this?' Pyrrha responded as she gestured to her penis.

Salem sighed from where she sat and rubbed her head. 'It happened out of nowhere, feign ignorance until you know they won't say a thing.'

'So...pretend it's not...there?' Pyrrha elaborated in simpler terms.

'Just make sure they can be trusted before showing them. It's best to make sure none of them have loose lips.'

Pyrrha thought about before finally calming down. 'I see. Thank you. How could I ever repay you?' She said, thankful fo having a solution to her problem.

'No need to worry child, helping is more than enough for me.'

'Are you sure? It wouldn't feel right if I didn't at least help with something for your kindness to me.' Pyrrha said politely as was her nature.

'Let's just say if things go alright, I'll consider asking for a favor.'

Pyrrha smiled. 'Alright. That sounds quite grand.' She said as she nodded.

'Oh indeed it is.'

'Now, I just need to learn more survival for my assignment before I can go back.' Pyrrha mentioned as she began to pick up her clothes.

'Good luck.'

'Thank you.' Pyrrha replied before she started to grab more of the wood to warm herself up, since at this point she could barely feel it.

(Later)

After learning enough to survive the few days she was in the forest, she began to head back to Beacon. Thankfully she got her clothes and armor on just right without putting too much pressure on her penis. She took the voice's advice to heart and did her best to pretend that she didn't have her dick as she got to Beacon. Her skin, however…

The fact it was paler than usual was DEFINITELY going to catch attention.

She debated whether to wear makeup or not, but decided to go with an excuse. Hopefully, it will work. When she reached Beacon she headed straight for her dorm room without stopping. Thankfully, there was almost no student around the halls as they were either in class or goofing off.

When she got into her dorm she sighed in relief. She set down her backpack and laid down on her bed. She raised her hand to her view and sighed, once again seeing the paler tone.

"This is gonna be hard to explain to the others. I just hope Nora doesn't pry too much." She said before said her arm down and sat up out of her bed and walked to the bathroom, closing the door behind her.

All the while unaware that Nora just entered the dorm with a smile.

'Wonder when Pyrrha's coming back?' She thought to herself before she plopped onto her bed, not noticing the backpack. 'I figured with Ren and Jaune gone we could have a girls day out.'

As this happened, Pyrrha was looking herself over in the mirror, looking at how different she was now.

'Maybe I can act like I didn't notice this, they'll buy that, right?' She thought before looking down, remembering what caused this and what she felt when she did touch it once.

She sighed and turned before going back into the dorm. She immediately blinked as she noticed Nora in the room, who also noticed her.

"Hey Pyrrha!" Nora said with a wave.

"H-Hello again!" Pyrrha responded, not at all expecting Nora to be here this soon. She wanted to prepare herself, after all.

"Hey...what happened to your skin?" Nora asked, having just noticed Pyrrha's unusual color.

"Whatever do you mean?" Pyrrha said, using her best tone she could muster.

"It's off."

Pyrrha tilted her head, looking confused while internally panicking. "How off, Nora?" She said.

"Like you suddenly got doused in white ink."

At that, Pyrrha raised an eyebrow. "White...ink?" She asked.

"Yeah, what happened?"

"I am unsure as to what you are talking about." Pyrrha politely insisted.

Nora gave a deadpanned look and got up. "Pyrrha, are you trying to get one out on me?"

"Huh?" Now Pyrrha was actually confused as Nora never asked a question like that before.

"You're hiding something."

"N-No I'm not," Pyrrha said in an attempt to dissuade Nora.

Nora moved over and squinted her eyes right at Pyrrha who started sweating nervously. "Are you sure~?" Nora asked as she continued to look at her friend.

"O-Of course, I'm as healthy as a horse."

Nora looked a bit longer before nodding to herself. "Well, okay. Sorry for springing that up." She said as she leaned back.

Pyrrha sighed in her head and went over to her own bed.

"So how was the solo camping trip?"

"It was...slightly difficult, but I somehow managed." Pyrrha said with a nod.

"Well don't leave me in suspense, give me details."

"Um...well, for one, I fought a few Grimm along my time as well as making camp." Pyrrha said as camping was, really, about survival and not much else.

"How big were they?"

Pyrrha thought about that. "Well, I fought a Beowulf, took on some Ursa, and had to fight a Deathstalker, which was actually pretty challenging." She said, remembering her fights prior to making camp.

"I'll bet you fought a few in your sleep." teased Nora.

Pyrrha scratched her head a bit, embarrassed at the backhanded compliment. "Well, I wouldn't say that..." She said.

"Aw come on, we both know you could pull it off."

"Well, um...anyway, how have you been, Nora?" Pyrrha asked, changing the subject.

"Boooored, Jaune and Ren had to head out to town, leaving me here alone."

"So...it's just you and me here?" Pyrrha asked, not expecting to not see the male members of Team JNPR.

"Pretty much, which means it's a girls night out!"

"Ah, right. Hey, Nora. What do we do...in this 'Girls Night Out'?" Pyrrha asked, as she didn't have many friends due to her intimidating status as a Mistral Tournament Champion.

Nora gasped and looked at Pyrrha in shock. "You've never had a girls night out?"

"Well, when you lived through what I've been through, you tend to have people think you're too good for them." Pyrrha said, explaining how her life has been until she came to Beacon.

"Simple, we hang out, go wild on sweets, talk about our secrets, and who we like~"

"...Do we actually need to eat sweets?" Pyrrha asked as having sweets meant that Nora would try to have a lot and...have a reaction. She shuddered at the memory.

"Of course! Ren's not here to say otherwise, so we can get wild and crazy!"

The shudder turned to a shiver at the thought, but surely for this 'Girls Night Out' Nora would restrain herself...right?

"Besides, with no classes we can really unwind and not wear any clothes. Heck, we could go bare ass naked in our birthday suits."

Pyrrha blushed heavily. "N-Naked?" She said, remembering her new appendage and the advice the voice gave her.

"Yeah, now that'd be something. Oh! We can compare sizes."

"U-Um, is this what girls normally do?" Pyrrha asked shyly.

"Of course, especially the best buds."

"Well...if you're sure." Pyrrha said as she thought that some more advice would be needed later when she was alone.

"Sweet! Let's get this party started!"

"T-Then, perhaps you should set up. I'll be in the restroom.. preparing myself." The red haired girl said.

"You got it."

Pyrrha smiled before going in the bathroom and panicked a bit as her calm facade dropped, 'U-Um, voice that I heard. Are you there?' She thought, hoping that she could make contact.

'Yes, of course.'

'Uh, good morning. I was wondering if you had some advice for me. My friend just suggested a 'Girls Night Out' and said I would be naked for it. What should I do?' Pyrrha pleaded.

'Sounds like fun.'

'W-Well, yes, but wasn't your earlier advice to pretend it wasn't there? This particular...event my friend says makes me nervous that advice might not work,' Pyrrha said, confused on what to do.

'I also said to trust your friends and those close, right?'

'Y-Yes. Yes, that's right. Then, I suppose it's fine for this then,' Pyrrha replied back, glad the voice was reassuring her.

'Of course.'

Pyrrha smiled, 'Thank you. I owe you again for this,' She said as polite as usual.

'Oh no need my dear.'

'Please? I feel it would only be right if I owe you these two favors for the advice you gave me,' Pyrrha replied, feeling like she owed the voice and didn't like not repaying them.

'Well let's just say you can pay me back after some time."

'Very well. I shall accept that. Thank you again!' Pyrrha said happily.

'It's my pleasure.'

Once Pyrrha felt the mental link...thing fade, she got out of the bathroom with a calmer smile and attitude, "So, Nora, what do we do exactly?" She asked as she was still quite clueless.

"Strip!"

"S-Strip? U-Um...do you want to try first? This is my first time, after all," Pyrrha said, attempting to bring back that confidence she had just a second ago.

"Sure." Nora grabbed at her shirt and started bringing it up over her head, showing off a pink bra over her chest.

Pyrrha blushed as she felt the size and felt her new member begin to twitch in her outfit. She tried taking a deep breath, but couldn't keep from staring at the breasts.

Nora, however, didn't seem to notice as she slowly grabbed the top of her shorts and almost sensually pulled them down, showing off her panties, which matched her bra in color and material. "Ah, that feels much better."

Pyrrha blushed heavily at the sight, "I-Is that all?" She asked, remembering that Nora said to get naked and her friend was almost like she said.

"Of course not, now to lose the undies."

Pyrrha gulped as she watched Nora reach behind her, unclip her bra and free her breasts. They jiggled a second before settling. Then, Nora put her hands on her waist and swayed her hips as she shimmied her panties off, revealing her shaven navel and pussy to the Champion. Once it was off, Nora lightly kicked her clothes away before putting her hands on her hips.

"Ah, feels good to really let the ol' kitty breathe."

"W...Wow," Pyrrha let out, unknowingly as she unconsciously admired Nora's bare body.

"Your turn." Nora said with a smirk.

Pyrrha blinked before composing herself, "Y-Yeah," She said before she slowly began to off her armor. 'Ok, just stay calm. This is Nora, she's not going to treat you any differently when she sees it...right?'

She soon got everything off except her bra and panties. However, what was definitely noticable was the bulge in said panties.

Nora blinked and stared at it making Pyrrha blush. "Uh, Pyrrha?"

"D...Do you want me to explain...or continue?" Pyrrha asked, embarrassed.

"Kinda both. What's that in there? Wait." Nora smirked. "Are you a closet pervert with a dildo in there?"

"Wha-! N-Nora!" Pyrrha said with a bigger blush as the bulge seemed to throb.

"Oh come on Pyrrha, I always figured you were one. I just didn't wanna say anything cause I knew it was your business, and I respected it."

Pyrrha looked away, not sure how to answer Nora's... bold assumption, "It's not a...dildo? It's something else," She said as she began to take off her bra.

"Really? A vibrator?"

Pyrrha took off her bra, showing her breasts in full display before looking at Nora, confused, "What's a vibrator?" She asked, still new to the...sexual terminology of things.

"Wait, if you don't know what it is, then-" Nora's eyes widened when Pyrrha's panties came down and the dick flopped out, making the ginger's jaw drop.

Pyrrha covered her breasts in embarrassment, "I-I suppose an explanation is needed," She said while the dick continued to throb.

"Ya think!? Why didn't you tell me you were a guy?!"

Pyrrha felt a bit hurt, "I'm not a male. This is actually a new development. It's why I look like this," She said as she gestured to her skin.

"Wait...how does a dick do that?" asked Nora, more lost than ever.

"It's...um. It's not supposed to. See, I was in a forest, one day and found these," Pyrrha said as she rummaged through her backpack and pulled out a box and handed it to Nora.

She opened it and blinked. "Wow, this is a lot of strap ons."

"So that's what they're called. Anyway, I got curious and decided to wear one because one said I needed to get naked for me to properly wear it. When I did, a Geist showed up out of nowhere and possessed it and it somehow fused with me, making me like this," Pyrrha asked, pointing to her appendage.

"There's a Grimm in there?!" Nora exclaimed, pointing to Pyrrha's appendage.

"I don't think so. I think it just made me...part Grimm? I don't know the specifics. I can't remove it, so I think it's apart of me as I am apart of it. Does that make sense?" Pyrrha surmised while scratching her head.

"Not really. But if it's a Grimm, then I know just how we can get rid of it."

"And that is?" Pyrrha asked, nervous as a number of scenarios went through her mind with how unpredictable Nora was.

"I'll get my hammer." Nora said as she turned to do just that.

Pyrrha panicked and pounced on Nora, "Wait! D-Don't do that. I actually feel out of this and I might get hurt if you use your weapon on me," She said, trying to convince Nora while on her.

"Woah! Pyrrha I can feel your ding dong!"

Pyrrha blinked, looked down and blushed as her penis was brushing against Nora's butt, "Ah! I'm so sorry!" She said as she leapt back and landed on her butt, embarrassed.

"Damn, that thing sure has meat on it. I felt like an arm was rubbing against me." Nora commented as she rolled around to look at her friend.

"Yeah, I'm very sorry about that. Please don't bring out your weapon, Nora," Pyrrha pleaded, fearing that she might get seriously injured if she let Nora try to remove her new appendage.

"But how else are we gonna...wait, I think I might have an idea."

Pyrrha blinked at the sudden change of decision, "What is your idea then, Nora?" She asked, hoping it wasn't equally as dangerous or even more so.

"Well, we could try and extract him by...you know." Nora said with a grin.

Pyrrha raised an eyebrow, "You know...what? What is it?" She asked, not actually sure what Nora could be implying.

"If we help get it go limp, it'll zip right out! Luckily for you, I'll have you making a mess in no time." she smirked.

"...Huh?" Pyrrha asked, very confused. Go limp? Making a mess? What was Nora talking about? These were thoughts currently running through the Redhead's mind, having only learned very, very basic things about the reproductive system.

"Just sit back and let 'ol Nora do her thing."

"Um...okay?" Pyrrha said as she leaned back, already on the floor.

Nora got on her knees and spread Pyrrha's legs before grabbing the dick, making her friend jolt and began to move her hand up and down.

"A-Ah! W-What is this~?" Pyrrha let out, not expecting the sudden sensation or Nora's boldness.

"A handjob." Nora said as she smirked, watching the dick throb.

"This...sensation~ Ah~!" Pyrrha let out as her hips buck in response to the pleasure she was feeling.

"Wow girl, you sure must be sensitive." Nora commented as she continued moving her hand.

"Ah~! What is-! Oh~ this feeling~?" Pyrrha asked as a light amount of sweat formed on her skin.

"Pleasure, duh."

"Pleasure~? Ahh~ I see~" Pyrrha said, now understanding the name of this sensation. 'Oh my gosh! T-This is unreal!' Pyrrha thought as she moaned.

Because of her inexperience with the feeling she felt like she was close to something as her dick throbbed faster and more rapidly.

"N-Nora!"

"Oho, I see you're this close~ Okay then," Nora said before she started using both hands and moved them faster. "Go ahead and let whatever you got out."

"Hnng! Ahhh~!" Pyrrha exclaimed as her dick throbbed before shooting out cum on Nora's hand and breasts. Pyrrha's eyes rolled back from the pleasure as her hips moved back and forth a few times.

Nora reeled back while closing her eyes and got sprayed across her breasts like a sprinkler.

Soon enough, Pyrrha was left a panting mess as her thighs had some cum on them. For Nora, though, she took a lot more of the Redhead's cum. Pyrrha's dick continued to throb as this happened.

"Wow, that thing sure has fire power." Nora said before looking at Pyrrha's dick and noticed no change.

As for Pyrrha, her mind was in a blissful euphoria from the sensation of absolute pleasure she felt.

Unbeknownst to both of them, Salem saw an opportunity.

'That felt wonderful, didn't it?'

Pyrrha heard this and responded, 'It felt...intoxicating~' She said, while she having the stupefied smile.

'And it can feel even better.' The voice said, enticing Pyrrha.

'How~?' Pyrrha replied as her dick throbbed.

'Use her mouth.'

'Her...mouth~' Pyrrha responded before she looked at Nora and sat up with a small smirk, "Hey, Nora. You wouldn't mind if we used your mouth, right~?" She asked, a bit high from the pleasure.

"Wait, you want a blowjob?" asked Nora in surprise.

"Blowjob...yes, if you don't mind~" Pyrrha said, now knowing the name of the sexual technique.

"Wow, going straight for what you want don't ya?" teased the ginger.

"Maybe~" Pyrrha said with a faint blush.

"Then I'll show you what my mouth can do." Nora said with a grin before she leaned forward and gently licked at Pyrrha's dick, causing it to throb.

"Ah!" Pyrrha let out, surprised at the unique feeling of pleasure before she moaned as she felt Nora lick along the sides. "Ahh yes!"

Nora inwardly smirked as she licked before going to the top and began to suckle the tip of Pyrrha's dick. 'This'll knock her dead~'

"A-Ahh~!" Pyrrha let out as her dick throbbed more and let out pre-cum in response to the pleasure. 'Her mouth is so warm and wet! I feel like my penis is going to melt!'

Nora slurped up the little bits of cum she knew her friend was letting out and looked up to see Pyrrha have a thin line of drool on the side of her mouth, showing that what she was doing was working very well. 'Aw, she's going to mush.' She thought before she began to move her mouth forward, taking it into her mouth.

"Ahhhh! Nora!" Pyrrha loudly let out before Nora completely hilted herself on the dick. Pyrrha revelled in the pleasure Nora was giving her while the orange haired girl was trying to resist her gag reflex.

'She might blow any second.' Nora mused before she pulled back a bit before moving back in and started a rhythm and started bobbing her head while swirling her tongue on the rapidly throbbing dick.

"AHHHHH~!" Pyrrha exclaimed as she shook with pleasure while she came in Nora's mouth. She held Nora's head with slightly unnatural strength as she came, leaving Nora no choice but to swallow. Pyrrha's tongue was out as the pleasure was overriding her senses.

Said ginger was caught off guard as he mouth was filled up in no time and struggled to swallow.

Soon enough, Pyrrha stopped cumming and laid on the floor, a twitching mess. She was very, very drunk with pleasure.

Her eyes had a nice expression of satisfaction as well, 'So...good~' She thought, unknowingly showing her thought to the voice.

'I'll bet it was.' The voice replied, amused.

'I want...more~' Pyrrha said as she was unknowingly being affected by the Grimm fused with her. The dick throbbed, seemingly agreeing.

'Then take what you want.' The voice said, enticing Pyrrha to act on her desires.

Pyrrha then gained that red gleam in her eyes as she looked at Nora with a, unknowingly, lustful smirk, "Wow~ Would you mind if we went further, Nora~?" She said, her dick throbbed with Pyrrha's body shaking with primal want.

"Wait, you want the whole package?"

"Is that a problem~?" Pyrrha asked, subtly coming a bit closer.

"Well no, it's just the only one I've gone all the way with was Ren."

"Really~? Did he...let it out~?" Pyrrha asked as she slowly stroked her dick outside of Nora's field of vision.

"Oh no, I mean I tried getting him to, but he was stubborn and said we couldn't go and let me get knocked up."

Pyrrha smirked at that, her head being filled with sexual thoughts she wouldn't normally think of, "Then I suppose I could try~? Might just be the right thing you need~" She proposed as she leaned forward, her face inches from her friends while her dick throbbed rapidly.

Nora turned and blushed since the look in Pyrrha's eyes was a bit unnerving, and strangely hot.

Pyrrha leaned in further and brushed Nora's ear, "I bet it'll feel great feeling my semen inside you~ Imagine it, cumming~ cumming~ it fills you~ makes you warm~ gives you...pleasure~" She enticed seductively as grunting as she came and shot her cum onto Nora's stomach and the underside of her breasts. The grunt, the feeling of cum on her, and the whispering made Nora very hot.

The ginger gulped feeling the sperm before finding herself tackled on her back.

"Well? What do you say~?" Pyrrha asked as her head was between Nora's breasts, making her all the more seductive.

"S-Sure, no prob."

Pyrrha smirked before she moved her the side a bit and started sucking on her friend's right breast, relying on her instincts to guide her. Her right hand cupped the other, kneading it softly.

"Oooh." Nora let out as she felt Pyrrha's lips on her nipple.

Pyrrha seemed narrow her eyes in satisfaction as she took her mouth off and switched places. Her mouth latched onto Nora's left breast and the right breast was caressed by the left hand in the same manner as before. Although she felt her dick throb and started to eagerly suck on the nipple.

Nora moaned at the equal attention of pleasure Pyrrha was giving her. Then, Pyrrha moved off the breast and nipple and moved her head to face Nora before she kissed her on the lips rather sensually. As this happened, Pyrrha grinded her throbbing dick against Nora's pussy, giving them a bit of pleasure.

'I wanna feel her insides with this~' Pyrrha thought as she continued to both kiss Nora and grind her dick on the moist pussy.

Nora moaned while getting more excited the more her teammate kept this up.

Then, Pyrrha pulled back with a thin line of saliva separating them before she pulled back and aimed her new appendage at Nora's entrance, "Are you ready~" She asked seductively.

"With how you're acting, hell to the yeah!"

Pyrrha grinned at the response before she thrusted all the way in, reminding that Nora had already lost her virginity to Ren, with a loud moan.

"Oh gods yeeeees!" Nora exclaimed as she felt Pyrrha's dick inside her, giving her much pleasure.

Pyrrha smirked as she felt Nora's walls grip her appendage tightly. She then let her instincts guide her as she pulled back and thrusted into Nora with the same force as the last.

"Oh gods above!" Nora let out as she felt Pyrrha hammer more and more thrusts.

Pyrrha felt...powerful as she had her fun with Nora. The domination gave her a sick feeling of pleasure and felt she wanted more.

As this happened, she was unaware she was becoming more and more corrupted by the Geist that had combined with the redhead. Salem seemed pleased at this.

'Go on, you can move faster than that.' The voice prompted, enticing Pyrrha.

Pyrrha lightly moaned before grinning as she thrusted a lot faster than normal, while still applying much force to her thrusting.

This made Nora yelp with the insides hugging the dick.

As this happened, Pyrrha's skin began to deepen it's already pale look while the sclera in her eyes started changing. Pyrrha's pleasure increased as she went harder into her thrusts before going faster. Pyrrha's dick throbbed rapidly as it started letting out bits of precum.

"Oh yes! Yes! I had no idea sex was so amazing!"

With Nora, she was moaning like crazy. The pleasure Pyrrha was giving her was way more than what Ren had given her. She could also feel her pussy clenching and clenching, making her cum again and again from the speed and strength that her friend used.

As this happened, both Pyrrha and Nora were unaware that the redhead's sclera turned completely black while her irises still retained their green color. Salem was aware of this and found it to be similar to her own appearance.

'Hmm, this is getting more and more promising.' Salem thought before she noticed Pyrrha nearing her end.

"Ah! Ahh! So good~! Pleasure~ Pleasure~! Cum~ Gonna cum~!" Pyrrha let out as her thrusting turned frantic, making her go faster and harder than she normally would. Her dick throbbed extremely rapidly as it continously let precum.

As this happened, the dick began to take a dark vein like look before it made it to Pyrrha's waist, causing her to moan louder.

"I need to cum!"

"R-Remember to pull out!" moaned Nora. "I don't take anything!"

Pyrrha didn't seem to listen as she continued her fast thrusting before she hilted herself with a loud smack, "I'M CUMMING!" She explained loudly as she came inside of her friend. The pleasure Pyrrha felt made her eyes roll back and her tongue out. Her dick throbbed more as it let out more and more cum. Her hips shook as the dark veins traveled her body. She practically lost herself in the pleasure and didn't pull out like Nora warned her to.

"Hey!" yelled Nora feeling the sperm while trying to shove Pyrrha off. "I said pull out!"

Pyrrha, however, didn't hear her and budge as her now Grimm enhanced strength kept her inside. Plus, she was far too lost in her pleasure filled state that didn't allow her to let go anyway.

Nora tried to use her hands, but Pyrrha just gripped tighter.

Soon enough, Pyrrha sighed as she came out of her intense pleasure filled high and looked down at Nora, "That felt...wonderful~" She said with a smirk.

"Yeah, except you probably knocked me up!"

Pyrrha blinked before looking down at where her dick was still hilted in Nora's pussy before looking at her friend, "Was that not the original intention to begin with? You did say that Ren didn't want to," She stated, somewhat confused.

"We're still in school." deadpanned Nora.

Pyrrha blinked again before blushing lightly at the point, "So we are," She said lamely, not bothering to pull out.

"And you probably just put a bun in my oven."

Pyrrha stared at Nora and slowly put her head in between the orange haired girl's breasts, "I'm sorry," She muttered an apology, "I got too into it, I think."

Nora raised an eyebrow, but found the redhead's response rather cute and couldn't stay TOO mad. So, Nora patted Pyrrha's head, "You're forgiven then. We've already come this far!" She said with a smile.

"So, you're not upset?" Pyrrha asked, looking at Nora.

"Oh no, I'm still a bit mad, but I can't really fault you for this, since it was your first time and it probably felt really good for you, huh?" Nora said understandably.

"Incredible." Pyrrha said, "That's how it felt. Too much to describe beyond incredible~" She said with a smirk.

"That's what I thought when I had my first orgasm too." Nora said with a chuckle.

"You think we should...continue?" Pyrrha asked with a blush as her dick throbbed inside her friend, showing her that she was still eager for more.

"Well you already came inside, so there's no real point to try and stop now."

Pyrrha smiled before pulling back a bit before slamming her dick back inside of Nora's cum filled pussy with a moan.

"Oh gods thank you!" Nora let out as Pyrrha slammed her dick in and out of Nora at the same pace as before. It was amazing for the redhead. It was pushing the sperm in deeper and deeper while making the dick slide in and out easier.

"Ugh~ Ah~ So good~ Must have more~" Pyrrha let out as her eyes gleamed red before she began to thrust faster, making her have more pleasure. "I need more!"

"Ah! Oh! Ahh!" Nora let out as she came a little from the pleasure Pyrrha gave her with her fast and rough thrusting. "That's it, show me what you got!"

Pyrrha grinned as her dick throbbed rapidly, "I plan to~!" She said as her dick throbbed rapidly before she thrusted harder into Nora's tight pussy.

The dark veins, meanwhile, were spreading along the redhead's back. Salem saw an opportunity as she felt a Geist somewhat near Pyrrha's area.

'Hmmm, I think this might turn out even better.' She thought before she began to convey to Pyrrha, 'When you have her in submission, I suggest placing that piece you put on yourself before opening the window. You may have your friend join you should you do so,' She said to Pyrrha to entice the champion girl.

'You mean, give Nora a dick?' Pyrrha thought back, a bit excited at the thought.

'Precisely. That is why I suggest you overload her senses with what you are doing at this moment. You can do it, can't you?' The voice said, tempting the girl.

'Yes!'

'Then mess with her breasts without stopping.'

Pyrrha grinned before doing just that as she rubbed and tweaked at them relentlessly.

"Oh fuck yeah! You're learning quick!" Nora let out as she moaned, loving the rough pleasure her supposedly shy friend was giving her.

Pyrrha smirked before she leaned forward pressed her lips against Nora's, making sure to go as fast as she possibly could. She even slid her tongue in to lick around with Nora moaning and their breasts rubbing against each other. Pyrrha's dick throbbed as precum escaped once again. Her hips never stopped moving, determined to make Nora putty in her hands.

'I want to cum over and over and over!' Nora thought as she came again from another hard thrust from Pyrrha. She was started to get lightheaded as a result.

"More! More! More!" Pyrrha shouted as the dark veins reached her shoulders and crept up her neck. Her thrusts became very frantic, to the point where she practically moving at the speed and power of pistons. "I NEED MORE!"

"Ah! Ahh! This is-! Ohh~ great~!" Nora let out as she felt a big release come closer and closer.

"Then I'll give you more!" Pyrrha let out as she thrusted harder and kneaded the breasts a bit more. "I'll give you every inch of my throbbing cock!"

Nora moaned more and more as she felt like she was at her breaking point. All she needed was to be extremely pushed over the edge.

"I'm cumming! I'm cumming!" Pyrrha exclaimed as she began to cum inside of Nora again. Her dick throbbed rapidly as it let out cum. The dark veins reached her head, corrupting her further. Her hips slammed on Nora's. She was completely hilted. Her legs spasmed as Pyrrha let go of Nora. The legs got up, spread out as Pyrrha leaned back until she practically laid down in midair with her hips still connecting her and Nora together. Pyrrha shook as her hips thrusted while she continued to cum. Her face was that of pure pleasure. Her eyes rolled back all the way to the back of her head and her tongue twitched as it was out of her mouth.

Nora herself went wide eyed as the dick kept going and going and going. "Same here! Ahh~!" She exclaimed as she came from the pleasure. Her pussy clenched tightly as she moaned. Her eyes rolled back as her tongue was let out. She started reaching Cloud Nine from the continued pleasure Pyrrha's body doing.

'Now!' The voice commanded as Pyrrha's senses came back to her. She leaned forward and laid her down with her hips and pulled out before cum one last time one her friend's stomach and breasts before going to the box and picked out a strap on before placing it around Nora. Once that was done, she went to the window and opened it up.

The Geist flew in and spotted the strap on before diving right into it.

Nora let out a hum before moaning as her hips began to spasm. The dildo of the strap on began to gain flesh from it throbbed as it became a dick of it's own. It connected with her waist, right above her pussy and started throbbing rapidly. The straps on Nora were cut off of her fell to the ground. The dick turned pale as its coloration began going around her skin. The dick let out a bit of cum as her skin became like Pyrrha's, minus the dark veins and the black sclera of her eyes.

Pyrrha looked at Nora's twitching form as her irises went from green to red, like Salem's, something that Salem smirked widely at.

'Perfect.' She thought before projecting a thought for Pyrrha, "Now, I believe you should command her. Give it a try," She suggested to the redhead.

'A command? Why?' Pyrrha asked as her dick throbbed.

'A test. I need to see if you can control her. Can you do that?" The voice asked, once again, enticing Pyrrha.

'Sure.' she turned to Nora and cleared her throat. "Nora? Sit up."

Nora's dick throbbed before her body twitched before it sat up, like Pyrrha commanded with Nora's eyes being rolled to the back of her head, like she was possessed.

Pyrrha herself was surprised, but not as disturbed as one would expect. "Come here, on your knees, please?" She said as she wagged her finger for Nora to come closer.

Nora nodded before moving over to Pyrrha.

Pyrrha smiled before she patted her friend's head.

'Interesting. She's following your commands like that of a Grimm to its Alpha. Just like me,' The voice said to Pyrrha, who smirked.

"So she'll do anything I say?"

'Very much so,' The voice said.

Pyrrha grinned before making a command, "Aim your new member at me and cum without any form of stimulation," She commanded.

Nora nodded before moving her girth at Pyrrha before groaning as she looked like she was concentrating.

Pyrrha smirked before Nora's dick throbbed at the absolute command before she moaned as she came on the redhead. Seemed her body would do what was normally impossible to achieve the command of her Alpha.

'Perfect, what did I tell you?' The voice said, amused.

'I suppose you're right. I wonder if it'll be the same with others?' Pyrrha thought as she pointed to her dick for Nora, making her controlled friend begin to lick at her dick to appease her mistress. She hummed feeling the tongue while Salem tapped her chin hearing that.

"That might just be a sound idea," She said before going back to Pyrrha, 'I approve of such notion. Convert them as you did your friend and command them. I'll send someone to meet with you after,' She said to the redhead with a smirk.

'Alright, but who?'

'...You are in a Combat School, correct? Then you should be able to find the supplies. I request that you convert that all female group that one mentioned to me,' The voice said, referring to Team RWBY.

'Ruby and the others? Hmm...' Pyrrha replied as she thought about as she moaned a little as she felt Nora take in her dick and begin bobbing her head obediently.

'Can you do it?' The voice asked with her ever present smirk.

'Yes.'

'Then go and fulfill my request!' The voice declared.

Pyrrha smirked before she moaned as she thrusted into Nora's mouth and came down her throat. Her dick throbbed rapidly as it let out cum. "Drink up every drop Nora!"

Nora shuddered as she did her best to comply with the command. She swallowed and swallowed, making sure to take in every last drop. Once Pyrrha stops cumming, Nora pulled back. The dick was completely clean as Nora opened up her mouth wide open and showed her friend the cum before she closed her mouth and swallowed.

"Good girl." Pyrrha praised as she patted Nora's head with a smile, "Say, Nora. Do you want Team RWBY to join us as well?" She asked as she looked at her friends completely rolled up eyes.

Uh huh, uh huh." Nora let out as she nodded.

"Then let's prepare a few things before we storm their room," Pyrrha said with a slightly evil smirk as proceeded to put on her casual wear, "For now, get changed and help me. I have an idea. Oh, also make sure no one sees your eyes. They're completely white."

"Yes mistress." Nora said as she began to grab her own casual wear while also fetching a pair of sunglasses.

"Mistress...I like that," Pyrrha said to herself as her dick throbbed a bit before being concealed in clothing.

(Later)

After Pyrrha and Nora had gathered supplies, with lots of detours away from other students, they stood in front of Team RWBY's door. They had taken a few flashbangs and little strobe lights from the Beacon's ammo supply.

"Ready?" Pyrrha asked Nora, readying a flashbang. Thankfully, for them, the door was just almost closed. Seems Ruby forgot to make sure it was locked.

"Yes, Mistress," Nora said as she took two strobe lights, ready and on standby.

"We go on three." Pyrrha said before Nora nodded. Looking at the door, she got her finger on the pin, "One..." She said as she lightly pushed the door a bit.

"Two..."

"Three!" They said together as Pyrrha pulled the pin and chucked it into the room. There were surprised yelps before a loud bang rang out.

"Ahh! I'm blind!" The voice belonging to Ruby said before Nora made it worse as she turned the strobe lights on and threw into, making them get very disoriented and dizzy. This was especially the case for Blake for her enhanced senses as a Faunus.

Pyrrha smirked as she quickly opened her box and set it down and opened the window while Nora ripped Team RWBY's clothes off in reverse order of the team name as Pyrrha joined in to help, starting with Ruby.

"Hey! My clothes!" screamed Weiss hearing the tearing sound.

"What's going on!? Whose there!?" Yelled Yang rubbing her eyes.

Pyrrha smirked as she ripped up Ruby's clothes and signaled for Nora to cover her eyes before deploying another flashbang, meant to create lots of noise before she roughly ripped Ruby's undergarments.

Nora threw it and it went off, making them cry out more.

As Blake seemed to hold her head, Weiss' clothes were ripped while Yang's fell to the floor.

Pyrrha licked her lips at their naked bodies before approaching Blake, intending to do the same to her. She pulled out a strap on and carefully slipped it around, making the faunus jump and try swatting at her.

Once it secured, and that the Faunas would have a tough time taking it off, she started doing the same for Ruby while noting that Nora finished with doing Yang and started on Weiss.

"Hey! Get away from that spot you perv!"

Once they were done strapping the strap ons, Pyrrha set off another Flashbang before going to the windows and opening them up, giving the Geist their opportunity. "Go, don't let them see you." Pyrrha said before four Geist flew in and, while Team RWBY was still blind and reeling, went into the strap ons that were on them.

"Ahhh!" cried out Ruby feeling the sudden sensation. "S-Something just happened!"

Then, suddenly they all fell on their backs with their legs spread open as they groaned before moaning as the strap ons went through the same process as Nora. The bodies began spasming as flesh gathered up from phallic part of the strap on before connecting with them perfectly, becoming their own dicks. From there, their began to pale like Nora's. However, unlike the rest of her team, Blake was especially affected, due to being part animal. She moaned as her nails on her hands and feet became like claws.

Soon enough, Team RWBY became just like Nora. They were on the ground, twitching from their transformation.

Pyrrha grinned while the voice in her head seemed to give off a dark chuckle. Then, what was not a dick from their straps came off as they laid motionless, just like Nora before being given a command. Her dick throbbing at the sight, Pyrrha extended her arms, as if she were in some kind of ritual, and spoke, "Rise, Team RWBY. Rise for me!" She said, her own corruption making her quite sadistic.

All of their eyes slowly opened before they began to slowly get up. They looked towards Pyrrha. They stood up and had similar blank expressions on their faces like Nora. Their eyes had been rolled all the way back to their heads, like Nora. All anyone could see was that their eyes were just. Their dicks throbbed as well, complying with commands they instinctively would obey.

"Ok, so...what should I try first?" Pyrrha said to herself, while noting that Nora had locked the door and started removing her clothes. Seems she didn't need to issue that command then.

'Perhaps you should have them undress you. You seem...uncomfortable at the moment,' The voice said, sounding amusing.

"Girls, undress me."

Team RWBY's dicks throbbed at once as they twitched before letting smirks adorn their faces. They got close and each individual girl in the room, Nora included, got set to take off one piece of Pyrrha's, at the same time. Blake had her behind. Yang had the front. Ruby had the crotch. Weiss had the leggings. And Nora had the arms.

"Now."

And like that each of them started to strip Pyrrha down with ease. Ruby and Blake seemed to take the longest due to the particular areas that they were at.

Eventually, they got Pyrrha in her nude form and looked at her dick. Their own dicks throbbed, seeing Pyrrha as their alpha.

"Now, show your loyalty towards me by cumming over me with no such stimulation!" She commanded, wanted them to do the same as Nora did earlier.

All of them nodded and moved closer before groaning as their dicks seemed to throb more.

Pyrrha smirked before she closed a second before she felt something wet and sticky land on her. She heard moaning as this happened as well. She opened her eyes and hummed as she saw Team RWBY and Nora's dicks throb and twitch, having just cum on her. "Good girls."

The girls seemed to shiver in delight at Pyrrha's words.

"Now...who wants to go first...?" She asked, mostly to herself as she looked at them.

That got all of them to raise their hands.

Pyrrha looked and chuckled, amused that she had that much attention, "I suppose we'll go in order then. Ruby, you are first," She commanded.

"Yes mistress." Ruby said as she walked until she was right in front of Pyrrha.

"Lay down and spread your legs. I'm sure you might know what I'm going to do," Pyrrha commanded as her dick throbbed again.

"Yes mistress." Ruby said tight before she got down and laid down, her spread apart with her dick throbbing.

Pyrrha smirked as she got on her knees and looked over Ruby's body. She had to admit, she was growing rather well. "I'll bet you'll grow big enough to match Yang."

Ruby, looking at her breasts for a moment, smiled appreciatively at Pyrrha, "Thank you, Mistress," She said.

Pyrrha nodded before she leaned down and kissed Ruby. Said girl kissed back while Pyrrha went ahead and started groping the breasts while their dicks rubbed against each other.

The intimacy was not lost on the girls watching. The gathered around the two girls in a circle as their dicks throbbed. They began stroking them, liking the sight the two were giving.

Pyrrha let her tongue dance around Ruby's as this happened. 'This is hotter than with Nora!' Pyrrha idly thought as she basically made out with the team leader of RWBY. She pulled back and smiled seductively at Ruby before she gently grabbed her own dick and aimed it at Ruby's pussy. "You're about to lose your cherry, I wonder what Yang has to say since she'll see it first hand." Pyrrha said, amused as she looked at the blonde in question.

All the other girls turned their heads and looked at Yang. They never stopped their stroking.

Said blond still had the same expression as the others.

"Well Yang? What are your thoughts? I order you to be honest." Pyrrha commanded, making Yang twitch as her dick throbbed in her hand.

Salem watched this, amused at how Pyrrha was already taking charge. She chuckled at the change from how shy she started out.

"It's...shocking and hard to watch." Yang let out while her body continued to stroke her dick.

"And yet...?" Pyrrha prompted, feeling like Yang was not saying everything.

"It's something I want to see." Yang admitted as her dick throbbed rapidly.

Pyrrha smirked before she looked down at Ruby, "Are you ready? Little Rose?" She asked as her dick brushed against the girl's pussy.

"Yes mistress."

"Then beg for it." Pyrrha said with a grin.

"Oh, please Mistress! Take my...what is it?" Ruby asked Yang.

"Virginity."

"Y-Yes, take my virginity, Mistress!" Ruby begged.

"Good girl." Pyrrha complimented right before she thrusted into Ruby's pussy, past her natural barrier, and completely hilted herself inside.

Ruby yelped as she felt something drip from her nether region.

The one who penetrated her looked down and noticed that, instead of red blood, it was black blood running down Ruby's course with how snug it was, Pyrrha didn't flinch and just grinned wide.

"M-Mistress~" Ruby let out, trying her best to get accustomed to the new feeling.

"Ah yes! You feel as tight as a vice! Much more tighter than Nora. Speaking of which. Nora, get to work on Blake."

"Yes, Mistress!" Nora said enthusiastically as she tackled Blake.

Blake landed on her stomach before Nora thrusted into Blake's ass, knowing that Pyrrha would want to take her virginity herself.

Said faunus let out a yelp while Nora groaned with a smile.

Pyrrha smirked at the sight before she began to thrust in and out of Ruby, feeling like she ready.

"Oh Gods yes! Taking a virgin's pussy is so much different than I thought!"

"Ah! Ahh! Ahhh!" Ruby let out feeling immense pleasure from Pyrrha while her own dick flopped around the thrusting.

Pyrrha grinned as she grabbed Ruby's dick and started stroking it, not stopping on the thrusts she was making. "How's it feel? To be fucked by your own friend while she jerks off your new dick?"

"So good! Ahh!" Ruby let out before she came in Pyrrha's hand. Her sensitivity to pleasure was very high as she had never had any prior experience. She felt amazing from being done in by her friend.

"I can tell. You're such a new girl when it comes to feeling good, you came without permission!" Pyrrha said with an amused smirk.

"Ohh~ I'm sorry, Mistress!" Ruby let out as she continued to moan from Pyrrha's thrusts.

"Yang! Give Ruby a taste of your dick." Pyrrha commanded.

Yang shivered as her dick throbbed at the command before she got on her knees, got to Ruby's side, and thrust her dick into her sister's mouth with a moan.

"Ahhhh!"

"How does your own sister's mouth feel?" Pyrrha said as her dick throbbed inside of the Team RWBY's leader.

"Amazing~!" Yang said as she thrusted in and out of Ruby's mouth. "It's making me go crazy~!"

Pyrrha grinned, amused at how Yang felt before she herself began to thrust faster. "Then keep at it until you cum down her throat!" Pyrrha ordered, once again causing Yang to shiver before she thrusted faster as well.

Ruby hummed from the pleasure she was getting before she came again, still sensitive. Her pussy clenched at Pyrrha's dick while her own dick throbbed before it let out cum and landed on her stomach.

"Ah Gods yes!" grunted Pyrrha thrusting faster. "Nora! How's Blake feel?"

"She certainly has the best ass from what I can tell!" Nora let out as she thrusted in and out of Blake's ass rapidly, "No wonder people call it the Bellabooty, it's just right!"

"Ah! Ah! Ah!" moaned Blake with each thrust with her own dick flopping.

'Hmm, I have an idea for you my dear.' The voice said to Pyrrha, causing her to lose a bit of her speed.

"What is it?" She asked curiously, interested as her ideas and suggestions hadn't failed her yet.

'Make them act like their natural selves. Keep them under your control, but just imagine how more entertaining it would be to hear them be like themselves while enjoying all this new found pleasure."

'Interesting idea! Very well, I shall comply,' Pyrrha replied back, "Girls, as of now, I command you to be of your own mind while still following me as your Mistress!" Pyrrha commanded, before they moaned loudly as they shuddered, almost violently before they came all at once with Weiss having her cum her Mistress, her team leader, and the blonde.

"Hey, I didn't say that meant go ahead and cum right away, at least try and hold it in." Pyrrha said while also heavily amused that the severity of her command had caused that.

"Ohh, my head~" Weiss let out as she closed her eyes to concentrate on staving off the headache the sudden transition caused.

"Weiss, go ahead and give Blake a taste of your dick." Pyrrha commanded making Weiss shudder before she opened her eyes and walked to her black haired friend.

"R-Right, Mistress," Weiss said as she showed her new appendage to her teammate."Come on Blake, lick it." Weiss said as it throbbed.

Blake moaned as she felt Nora continued to thrust in her ass before she began to lick at Weiss's dick. Her rolled up eyes seemed to glint in feral lust.

"Ah!" gasped the heiress. "It feels rough." Blake hummed as her catlike tongue gave Weiss a different kind of pleasure than most.

Pyrrha smirked at the sight before thrusting faster, feeling close to her climax.

"Ruby! I-I feel something!" Yang let out as her own dick throbbed rapidly and thrusted even faster, almost matching her mistress's speed.

"Then give her all you got." grinned said redhead.

Yang moaned as the command set in before she thrusted harder before she moaned loudly as she hilted herself and came in her sister's mouth and throat, leaving no cum to escape. The blonde spasmed from the pleasure as her tongue was let out with her white eyes twitching from the sensation.

Ruby's eyes widened at the taste while forced to swallow as Pyrrha's dick started to twitch.

"I'm cumming! Don't let a single drop escape~! Ahh!" Pyrrha commanded before exclaiming as she came inside of the team leader with a loud moan, hilting herself inside. Her throbbed wildly as it let out cum. The redhead also felt immense pleasure from filling up the Red of Team RWBY.

"MMMMMMM!" Ruby let out as her dick throbbed from the command and pleasure as she came rather violently. Her pussy clenched like vice. Her own dick throbbed rapidly as she came. She spasmed as her body was racked with pleasure. Her rolled up white eyes twitched rapidly as her cum landed on her own stomach and breasts. Her body subconsciously made sure to take in as much of her mistress's cum as inhumanely possible.

"This feels amazing!" moaned Pyrrha.

Meanwhile, Weiss and Nora were just finishing up with Blake as they came in their respective places. "Oh God!" cried Weiss feeling her seed gush out.

"So tight~!" Nora let out as she came inside the Faunas. "It's wanting all my dick juice~!"

Blake hummed loudly as she eagerly swallowed the cum Weiss, being the closet pervert she was. She shivered as her own dick sprayed out on the floor while blown away at being filled up like a donut.

Soon, they all stopped before each girl stopped cumming and panted. The pleasure left a few of them dazed, but Pyrrha was a bit sharper than most and pulled out of Ruby, her pussy still clenching to not allow any cum escape before approaching Weiss, wanting to go in order.

"You're up Weiss." Pyrrha said as she came behind the Schnee and rubbed her breasts from behind.

Weiss gasped while shivering. "J-Just don't be too rough."

Pyrrha tilted her head in thought, "Very well, but near the end of our session, I won't hold back," She said before she embraced the white haired girl from behind and began laying slow kisses along the side of her neck.

Weiss gasped and blushed while Pyrrha rubbed her dick against the girl's ass.

"You're so soft, Weiss~" Pyrrha whispered into the heiress's ear, "Fair skin and such. I shall enjoy this~" She said seductively before she, as lightly as she could, bit at Weiss's neck.

"Ah!" Weiss let out as she felt Pyrrha grope her before more. Her dick throbbed at the sensation before her mistress took her mouth off her neck, leaving a hickey.

"That's not the only thing I'll be marking you with. Get on all fours." Pyrrha commanded, her dick throbbing in anticipation.

Weiss's dick throbbed at the command with her letting out a shiver as she gently got on the floor, just like her mistress asked, "U-Um, I'm ready, Mistress," She said as her pussy lightly dripped.

"Good. Blake! Get over here."

Blake shivered as her dick throbbed as well before crawling over to her mistress's side, on all fours.

"I'll bet you'd love to get payback on Weiss for stuffing your throat and using it like a fuck toy, wouldn't you?"

Blake looked at Pyrrha before blushing, "M-Maybe," She said as her cat ears twitched.

"Then go wild and make sure to cum inside."

Blake shivered as her dick throbbed in response to the command, "Yes, Mistress," She said before crawling over and got one her knees in front of Weiss. She grabbed the Schnee's head with her claws and shoved her dick into her mouth, letting her animalistic instincts take over, like Pyrrha commanded. She let out a light growl, going wild.

"Mmmmm!" Weiss let out before she felt Pyrrha slowly insert her dick into her pussy before breaking past the Hymen causing her to cry out as the feeling.

Pyrrha rubbed her friend's back while noticing that, like Ruby, she had Black blood running out of her pussy as well. "Come on Blake, go wild and make her taste you." Pyrrha commanded.

Blake's dick throbbed rapidly as the same command stacked on the previous for Blake. She spasmed a bit before she grinned wildly as she thrusted. Her thrusting started off fast and didn't decrease as her claws dug into Weiss's hair. Blake purred and growled as she thrusted harder.

"Come on Weiss, slobber all over my dick!" Weiss complied while moaning as she felt Pyrrha speed up a little with her thrusting. She felt so good right now. "Come on Weiss, tighten up your slutty heiress cunt!"

Weiss shivered as the command made her dick throb before her body did was her mistress commanded.

"Fuck yeah!" growled Blake in lust. Her dick throbbed rapidly as it went deep in the Schnee's mouth.

"Ohh~" Pyrrha let out, her dick throbbing as she slammed more force into Weiss, feeling close. "Why don't we go ahead and make you an heir? I'll bet you'd grow faster with a baby."

"Mmm~" Weiss's pussy immediately clenched at the idea. She shook as her body was racked with pleasure. Seemed she just came from the sensations that Blake and Pyrrha gave her.

"I'm cumming!" cried Yang. She came onto her sister's body as Nora had thrusted in her ass. She was not far behind either.

Nora's dick throbbed rapidly, ready to cum again. "I'm gonna give you plenty of milk, and it's not gonna be from my tits!"She shouted before she slammed her dick all the way in and came hard in the Blonde with a loud moan. Her dick throbbed rapidly as cum was let loose with none escaping.

"Oh god yes!" Yang let out, cumming harder as she felt lots of the orange haired girl's cum go deep in her ass.

Pyrrha smirked at the sight before she thrusted faster, "You ready, Blake~?" She asked as she held Weiss's ass tighter.

"Fuck yeah!" Blake replied with a feral grin as she thrusted faster as well.

"Good because I here I CUM!" Pyrrha exclaimed as she hilted herself with a loud smack and started cumming inside the heiress with a loud moan. Her dick throbbed rapidly as it let out cum filling Weiss up. The redhead's tongue was let out as her eyes moved up from the pleasure, almost showing nothing, but black, "Don't let any escape, Weiss!"

'Oh god! It feels too warm!' Weiss thought while practically swimming in pleasure, barely acknowledging the cum invading her mouth. Her own dick throbbed as the command made her own pussy clench.

"That's it! Take it! Take it~!" Blake exclaimed as she threw her head back, her dick hilting in the white haired girl's mouth. Her own dick throbbed wildly as a cum ran down Weiss's mouth, making her have no choice, but to swallow. "Don't you dare miss a single drop you slut!"

Weiss unconsciously as she drank and swallowed more of Blake's cum.

Soon enough, they all stopped cumming and Pyrrha, Nora, and Blake pulled out of their respective holes.

"Blake, get down on the ground, it's your turn," Pyrrha commanded as Nora approached Weiss from behind.

"Yes mistress." Blake said as her dick throbbed, acknowledging the command like the others. She got on all fours and shivered, feeling Pyrrha remove her bow.

As this happened, Nora aimed her dick and thrusted into Weiss's ass with a moan. "Ah! Easy there!" cried out Weiss with a frown.

"Oh shut up, you know you love it!"

Pyrrha chuckled at the sight before pushing her dick until she made it to the hymen, "Are you ready, Blake?" She asked as her dick throbbed.

"Give me dick!" Blake shouted, seems she was still under the effects of the command towards going wild.

Pyrrha grinned regardless, "Sure thing!" She said before she thrusted past the natural barrier and completely hilted herself.

"AHHHHH!" Blake shouted feeling both pain and pleasure course through her with her dick throbbing rapidly.

Pyrrha looked down and smirked as she saw black blood escape from Blake. "I'll bet you enjoy the pain, don't you?"

"T-That's not-! Ahh~" Blake moaned as Pyrrha pulled back and gave a hard thrust, which caused a loud smack, courtesy of Blake's bellabooty.

"It is and you know it!" Pyrrha said with a sadistic grin as she thrusted faster and didn't lower the force she used for that satisfying smack. "You're a glutton for punishment you dirty masochist!"

"Ah! Ahh~ fuck~" Blake let out as she felt pain and pleasure sensations mixing together. The smacks from Pyrrha's hips felt amazing!

"Go and say it you dirty pussy!" Pyrrha commanded as she thrusted harder.

Blake moaned as her body shivered at the command. Her dick throbbed rapidly as a result, "Yes! I love it! The pain, the pleasure~ Mistress, give me more~ Ah~!" She admitted, unable to deny the command anymore.

"Then scream like you mean it!" Pyrrha commanded, making Blake's body react again.

"AHH~! AHH!" Blake responded, the command making her scream in pleasure. They were all lucky the walls were completely soundproof, otherwise some passerby might've taught someone was committing murder.

"I'm gonna give you all the cream you'll ever need!" Pyrrha shouted with a sadistic grin as she thrusted faster and harder with her dick throbbing rapidly. The smacks never stopped as a result.

"PLEEEEEEASE!" Blake exclaimed as she came from the rapid thrusts her Mistress gave her. Her pussy tightened and her dick throbbed as it let out cum onto the carpet floor.

"Here I cum!" Pyrrha exclaimed as she slammed herself hard. A very loud smack sounded before she flooded Blake's pussy with a moan. Her dick throbbed rapidly as it let out lots of cum, "Make sure none escapes!"

"AHHHHHH!" Blake exclaimed loudly as she came harder than before. Her body reacted as her pussy clenched extremely tight. Her dick throbbed as more cum was let out onto the floor.

"Come on snowflake! You can take more!" Nora shouted as she thrusted faster in Weiss's ass.

Weiss moaned as her dick flopped around and throbbed. "E-Easy! You're gonna stretch my ass out!" She said, feeling only slightly uncomfortable with how Nora treated her. She still felt some pleasure from this, thankfully.

Both their dicks throbbed rapidly as Weiss's pussy clenched with the heiress letting out a moan, feeling close.

"Aw come on, I'm just giving you a new stick up your tight ass." Nora said said, referring to Weiss's normal ego.

"H-How dare-! Ohh~!" Weiss let out as she came, her dick throbbing rapidly as cum was let out onto the floor. Her ass tightened in response, making Nora thrust faster, close.

"Aw hell yeah! Get ready for a fresh load of Nora batter!" She shouted before she thrusted harder and then hilted herself as she came in Weiss with a loud moan, "Fuck~!"

"AHHHHHHH!" Weiss exclaimed loudly as she came harder than before, making her let out more cum onto the floor.

Soon enough, they all stopped cumming before Pyrrha and Nora pulled out of the Blake and White of Team RWBY. Pyrrha then approached Yang while Nora went for the other sister. "Your turn." Pyrrha said as she looked at Yang.

"Alright, Mistress," Yang said as her dick throbbed, "How do you want it? The front or the back?"

"The front. Get on the floor," Pyrrha ordered, causing her dick to throb.

"Yes mistress." Yang complied with her dick throbbing. She laid down on the floor with her breasts jiggling at the movement.

Pyrrha smirked as she got on her knees as started groping the blonde's endowed chest. "These things are big, a little too big for a girl your age."

"You can thank my mom for that," Yang said, as if she was begrudgingly admitting something.

Pyrrha smirked at that, "I suppose I should," She said as began kneading Yang's large breasts.

Yang gasped and moaned with Pyrrha chuckling.

"I'll bet they'll be bigger than Miss Goodwitch after I'm done with you." Pyrrha said while she kept rubbing.

"Ohh~ What's that-! Ah~ mean?" Yang asked, her rolled up white eyes staring at her mistress.

"It means I'm gonna do the same with Ruby to you, knock your tight little blond bimbo ass up!" Pyrrha said with a grin as she thrusted into Yang's pussy, going past her hymen with a moan.

"Oh fuck yeeeesss!" Yang let out as she moaned. Seemed she didn't feel an ounce of pain, probably because of her Semblance.

"Take it!" Pyrrha shouted before she relentlessly thrusted in and out of the blonde. "Take my dick in and out of your loose little cunt! It's the dick that knocked up your sister and it'll do the same to you!"

"Yes~ Knock me up, Mistress~!" Yang let out as her dick throbbed at the command that Pyrrha gave her.

"Louder slut!"

"Knock me up! Mistress~!" Yang shouted as her dick throbbed rapidly, leaking precum while her pussy leaked out black blood like the others since her virginity got taken.

"Then take it!" Pyrrha said as she thrusted harder and faster. Her dick throbbed rapidly as she kept holding Yang's big breasts.

"PLEASE!" Yang shouted as she came from the rough pleasure. Her dick throbbed as it cum got on Pyrrha and Yang's breasts. Her pussy clenched tightly as she hit her climax.

"TAKE IT ALL!" Pyrrha exclaimed as she thrusted hard and hilted Yang loudly. She came inside the blonde, filling her with her cum. The redhead moaned as she felt her dick throb, "Make sure NONE escapes!" She commanded.

"Yes mistress! I won't!" Yang said as her body unconsciously obeyed Pyrrha's command, making her pussy clenched tightly, not letting any bit of cum escape. Her dick throbbed as this happened.

Meanwhile, Nora rolled RWBY's team leader onto her front and admired her ass. "Wow, you got a pretty small butt, which means it must be tight as hell."

Ruby turned her head to look at Nora with her own rolled up white eyes, "You think so?" She asked while wiggling in place.

"It's probably gonna big and thicc if you keep eating nothing but cookies." Nora responded, appraising the leader's ass with her white eyes.

"Then...maybe my front will get bigger with more milk!" Ruby said with a grin, excited.

"Damn straight it will!" Nora said with a grin as she got on her knees and pulled Ruby closer to her before grinding her dick across her asshole. "But first, your booty is gonna get its own cream filling~"

"O-Okay!" Ruby said with a nod before Nora pushed her dick into her ass, "Ahh~"

"Oooh fuck yeah!" Nora said as she pushed further until she completely hilted herself.

"Hah~ It's so big~" Ruby said, feeling stuffed inside.

"And your ass is so tight!" Nora said before she pulled back and began thrusting in and out of the team leader's ass. "Oh hell yeah! I'm gonna stretch you out!"

"Oh~ Ah~!" Ruby let out as her dick throbbed. She felt pleasure and pain from Nora's thrusts. Even though the pain made her uncomfortable, the pleasure helped cope with it.

"Come on, go ahead and scream your cute little head off!" Nora said as she grabbed Ruby's butt and squeezed.

"Ahh! Hah~!" Ruby let out as she shook, cumming already. Her inexperience made her very sensitive it seemed.

Nora grinned wider and wider as she slammed in and out while reaching down to rub Ruby's dick, getting a squeak out.

"W-Wait! It's sensitive!" Ruby pleaded.

"Yeah, that's the point!" Nora replied as she stroked faster.

"Ahh~!" cried Ruby gritting her teeth as she came again on the floor.

"Wow, already? I guess you mind if I do this~!" Nora said as she pulled back and slammed thrusted again into the time leader.

"Ahhhhhh~!" Ruby exclaimed as she came again, making her young pussy and ass tighten while her dick throbbed and came on the floor again.

"I'm gonna cum!" Nora said suddenly before she thrusted harder and faster into the Rose's ass.

"Ahh~! Ohh~! Nggh~!" Ruby let out, constantly cumming with every other thrust Nora did.

"Get ready for my milk you little slut!" Nora shouted before she moaned as she thrusted the hardest thrust she managed before she came inside, filling Ruby with her cum. Her tongue was let out as pleasure coursed through her veins, "Fuck yeah~!"

Ruby let out one more cry before falling face down on the floor while dazed.

Soon enough, Pyrrha and Nora pulled out of their respective sister and approached each other in the middle of the room. "Seems the plan was a delightful success," Pyrrha said with a hand to her hip, a smirk on her face not unlike a certain ice cream colored person.

"You said it mistress." Nora said with a grin.

'Hello? Voice in my head?" Pyrrha thought, trying to contact that voice that helped her.

'Yes dear?' Salem replied, amused at the title the young girl gave her.

'Since you've helped me, what should I call you?' The Mistral Champion asked.

'Hmm, good question.' Salem replied before thinking it over.

As Pyrrha waited, she pointed her dick to her friend. "Suck it, Nora."

"Gladly mistress." Nora said as she got down on her knees and kissed the dick before she began to lick the sides, causing Nikos to moan.

'You can call me your 'Fairy Godmother'.' Salem soon replied, amused.

'Fairy...Godmother? Very well, I shall refer to you as such,' Pyrrha thought as she continued to moan from Nora giving her pleasure.

'I'm sure you and your little pet have gotten those new slaves knocked up.' 'Fairy Godmother' said, sounding like she was smirking.

'Yes. I'm very glad Nora has the initiative to go for the ass and let me do them in,' Pyrrha said before she grabbed Nora's head and started thrusting.

'I'll bet I could help you even better. I have a...assistant near there, someone who could introduce us face to face.' 'Fairy Godmother' said, exciting Pyrrha.

'Truly? Then after I'm done here, please guide me to her? Oh, should I bring my slaves as well?' Pyrrha said as her dick throbbed rapidly in Nora's mouth.

'Of course, but be discreet. Don't let anyone notice.'

'Very well. I'm just finished~!' Pyrrha thought back before moaning as she hilted herself in Nora's with a moan, letting her first slave have her reward. Her cum spurted out with Nora eagerly slurping it up.

Soon, Pyrrha sighed as she pulled out and let a few strings of cum land on Nora's pale breasts, "That is your reward. Now we all must prepare to leave. We're going to be seeing someone," She informed her friend before went over to the pile of clothes in the corner and started putting it on.

"Really? Who?" Nora asked as she got up and approached Team RWBY.

"I guess we'll soon find out. We better get dressed and not look too obvious," The redhead said as she got her outfit on. "Girls, all of you get cleaned up and get dressed."

All of them shivered as the command. They, except for Nora, immediately got up and walked to the bathroom with their dicks throbbing before the showers ran.

A few minutes, they got out and got dressed in their spare outfits, as the original outfits were ripped and destroyed by Pyrrha and Nora prior to their conversion. They stood in front of Pyrrha, their dicks hidden in their outfits.

"Alright, let's go," She said as she opened the door and made sure to listen to her 'Fairy Godmother' for directions on where this assistant was.

'Alright, so go down the hall and take the directions I say.' 'Fairy Godmother' said.

Pyrrha nodded as she walked with her slaves in tow.

The six girls made to avoid any stray student they say wandering the halls. They knew that if they saw the girls as they were now, they might frighten them or worse get all of Beacon involved. It didn't help that, with their pale skin and rolled up white eyes, minus Pyrrha, they would look like ghouls or realistic zombies.

Thankfully, they managed to maneuver around before arriving at a door on the Transfer Student area of Beacon, 'Is this it, Fairy Godmother?' She asked, needing confirmation in case she needed to move to a different location.

'Yes, she's right inside.' 'Fairy Godmother' said.

'Very well,' Pyrrha replied before she knocked on the door and waited, interesting to know who she, and her group, would be meeting.

When it opened, it showed Cinder who had a blank expression.

"Um, hello there. I was told we were to come here?" Pyrrha asked, not sure if who they were supposed to meet was the transfer student from Vacuo, Cinder Fall.

"Come inside." Cinder replied simply as she opened the door further to let the group in.

Pyrrha nodded and motioned for the others to follow her. She and the others walked into the room, which happened to look like a standard student room, nothing out of the ordinary whatsoever.

"So, my mistress thinks you may have potential." Cinder said after she closed the door.

"Your mistress. Pardon, but potential for what, exactly?" Pyrrha asked, as 'Fairy Godmother' hadn't mentioned, "Is it a test to perhaps meet your mistress?"

"In a manner of speaking." Cinder said with a nod.

"Alright. What is this test that you have prepared?" Pyrrha asked, while not knowing how similar she looked to the Fall's mistress.

"I'm aware of what you and these girls did before coming here."

"Oh~?" Pyrrha smirked, "I take it that that means you know how and why they're here?" She asked.

"It's how my mistress wants to test you." replied Cinder who glanced at Pyrrha's groin.

Pyrrha nodded, "I see. Then does she want to be on level as them or me?" She asked pointing to all their eyes and herself, showing her status as a Mistress. She knew this as it was hard to ignore her dark veins and red and black eyes while her slaves had completely white eyes.

"She wants me to determine if you've...progressed enough."

Pyrrha nodded in understanding, "Very well. How should we do this?" She asked. She wanted to know who was going to be giving and receiving if what Cinder implied was correct.

"Sit down on the bed." Cinder commanded Pyrrha.

Pyrrha obliged, sitting on the blanket of the bed which made it almost creak, "I see. Very well, go ahead," She said, seeing as Cinder was going to be on top.

As this happened, her slaves sat down against the wall, having a clear view of the test while Salem watched on, intrigued.

"Keep in mind, if you falter or pass out, it means you failed." Cinder warned.

"I understand. I'll do my best to hold out," Pyrrha confirmed as she spread her legs a bit. 'With how much I've managed to get done without much rest, I think she's underestimating my stamina.' Pyrrha thought to herself before Cinder began removing her outfit.

Pyrrha's slaves were not idle. As Cinder started taking off the girl's shirt, they were taking off their outfits in preparation.

"What are you doing?" questioned the raven haired girl.

Pyrrha looked at her slaves and then to Cinder, "Ah, they're just getting excited for the display. They won't interfere, I can assure you," She said with a tilt of her head.

"Good, because this is a test strictly for you." Cinder reaffirmed before she removed the rest of Pyrrha's clothes, showing the redhead's throbbing and pale dick. 'Wow, pretty big. I expected smaller.' She thought before she began to rub it with her hand.

Pyrrha lightly gasped and then moaned at the feeling of Cinder's soft, but skilled, hands. 'Alright, just do what you did before Pyrrha, this should be easy.'

Cinder then surprised the Champion by rubbing Pyrrha's slit, making her moan more. "I won't show any mercy."

"Ah~ Ohh~" Pyrrha let out as she felt double the amount of pleasure. It didn't help that Cinder seemed quite skilled in the act. Still, she would try to hold out to prove her worthiness. "I-I don't expect you to. I can take it."

That caused Cinder to smile cruelly, "Don't say I didn't warn you," She said before she leaned forward and licked the side of Pyrrha's dick while inserting a finger in her the redhead's pussy.

Pyrrha tensed up, but held her mouth closed to keep from moaning.

Cinder chuckled menacingly before she expertly took the head of Pyrrha's dick and swirled her tongue around it, knowing how sensitive it should be.

Pyrrha jumped while Cinder pumped her finger in and out of the hole. 'She's-! She's so good~! This is your assistant~?' Pyrrha thought, sharing her question to 'Fairy Godmother'.

'More like trusted follower.'

'She must-! Ah~! Really like you~' Pyrrha thought as she felt close.

'You have no idea.' 'Fairy Godmother' said, sounding both exasperated and amused at the same time.

"Feels good, doesn't it?" Cinder said as she pulled her head back, "And that is not the limit to what I can do," She said before she did something that shocked Pyrrha in a pleasurable way. She licked her lips and took the entire shaft into her mouth and throat all at once.

"Ahhhhh!" Pyrrha exclaimed, almost cumming in Cinder's mouth. Thankfully, for the Champion, Cinder seemed to stop to adjust her throat, allowing her to calm down a little bit. 'Her mouth feels tighter than I expected.'

Then, Cinder began to pull back before slamming her head back down on Pyrrha's dick. Unlike earlier, the transformed girl was prepared, despite the moan escaping her lips. "Oooh yes."

Then, Cinder looked at Pyrrha with what almost looked like a smirk before she bobbed her head again and again with the same force as she did before, not slowing down her speed.

'F-Fuck, she really wants me to fail~!' Pyrrha thought as more moans were let out from her lips.

"You can do it mistress!" cheered Ruby.

This caused Pyrrha to barely turn her head at the leader of Team RWBY before the others, who were still playing with themselves, seemed to follow suit, "You can make it, mistress," Weiss said confidently.

"Don't give up, mistress," Blake said after.

"Come on, show her who boss!" Yang said, puffing out her chest.

"You got this, mistress!" Nora said before they all exclaimed as they came from their own actions. Their pale bodies spasming as their juices leaked onto the floor.

Pyrrha smiled, but sweatdrop at the quick loads before moaning when Cinder used her other hand to give the redhead's ass a pinch.

Cinder, seeing that Pyrrha was getting a bit motivated by the ones who followed her, decided to kick it up a notch by inserting more fingers into Pyrrha's pussy. The test was almost complete, that much she knew.

'Come now Pyrrha, are you going to lose so soon?' questioned Salem with a smirk.

'Not a chance, Fairy Godmother. I must prove myself!' Pyrrha thought before Cinder pulled out suddenly before smirking at the redhead with a somewhat impressed look. She then began to remove her clothes to begin Pyrrha's true test.

"Not bad, you might be worth something." Cinder commented as she revealed her naked form. It was a sight to behold that was sure. If Pyrrha hadn't known any better, she would've thought Cinder was a Goddess in disguise.

The black haired beauty crawled above the Mistral Champion and smirked as she straddled her with her folds touching Pyrrha's dick. She didn't put it in, but she did grind up and down against the sides making Pyrrha groan.

'This is practically torture~' Pyrrha thought as she tried harder to hold on. It also didn't help when Cinder used her hands to grope her perky chest, causing Pyrrha to moan more.

"Aw what's wrong? Had enough already?" Cinder teased as she held skillfully pinched Pyrrha's gray nipples.

"N-Not just yet~" The redhead said with gritted teeth.

"We'll see about that." Cinder said before she grinded her folds on along Pyrrha's dick more vigorously.

Pyrrha's dick throbbed rapidly as it demanded release, but the Champion used most of her willpower to force herself to hold on longer. 'Keep it together Pyrrha! You can handle it!'

She thought to herself as a bead of sweat ran down her head.

Cinder smirked, impressed that the girl was holding out this long, most would've cum the moment they saw her body. She started to consider Pyrrha's place at this point and considered if she should pass her.

'Let's see how long it takes for her to cum from this.' Cinder thought, needing to see if she was just barely worthy her mistress's time or worth enough to be part of their grand plan and a place in their circle.

Pyrrha, meanwhile, was practically giving herself the effect of blue balls as she shut her eyes to concentrate on not to cum from Cinder's torturous teasing.

However, it seemed the Fall had other plans as she grabbed Pyrrha's shoulders and, still having her folds grasping the redhead's dick, grinded herself on Pyrrha's shaft as if Cinder was the one fucking Pyrrha.

Pyrrha yelped at the sudden sensation while Cinder closed her eyes and hummed. Pyrrha's slaves grew more aroused at the sight as they masturbated on the floor they were on. Salem smirked as she realized that Cinder now began to hold nothing back.

'Try not to cum Pyrrha, I'll bet you're oh so close.' 'Fairy Godmother' said, encouraging the redhead.

'I won't. I...I want to thank you personally~' Pyrrha thought as she tried even harder, despite her dicks protesting throbs. If 'Fairy Godmother' said she was close then she hard to hold on just a little bit longer, no matter how much she wanted to cum.

"Mmm~ I must say, I'm impressed. You might just be what mistress needs~" Cinder said with a smirk as her folds leaked on Pyrrha's pale dick.

"I-I told you!" Pyrrha said, feeling accomplished.

"Yes, I suppose you did," Cinder said with a smile and debated if she should like the redhead cum now that she had passed.

"Are you going to make me suffer or are we going to go all the way?" Pyrrha couldn't help, but ask as she stared at the naked beauty on top of her.

"Yeah!" Pyrrha's slaves said in unison before they came on the top again having been stimulated from watching Cinder have her fun with their mistress.

"Making you suffer sounds nice." Cinder said with an evil smile.

'Fairy Godmother, is she saying that the test is not over or is she teasing me?' Pyrrha asked as she was able to figure out that Cinder seemed to be elusive and sadistic. She needed to know if Cinder was going too far or if this was just normal for her.

'I say take the initiative, show her what you can do when you take charge.' 'Fairy Godmother' suggested.

'Very well. As you are her mistress, and are giving me permission, I shall do my best to...reprimand her to submission,' Pyrrha replied formally before she smirked at the black haired beauty, before she grabbed her sides and switched their positions, "I'll show you what it's like to suffer by my own hands," She said before grabbing Cinder's breasts and kneading them.

Said woman managed to keep an impassive face from the sudden turn.

Pyrrha, who used Cinder's expression as motivation, placed her hand on the woman's right breast and used her other hand to rub Cinder's folds. "Now it's my turn to play with you."

The pale redhead said before she inserted a finger into Cinder's pussy.

Cinder let out a hum as she watched her mistress's interest starting to take control. "Try not to bore me." Cinder said as her pussy softly clenched at the attention.

"Oh, I'll do more than just entertain you," Pyrrha said as her dick throbbed. She groped Cinder's breasts with vigorous determination while she made sure to thrust her finger in and out of Cinder's pussy. "I'll turn you into one of them." she nodded to her slaves.

Cinder smirked, seeing that as a challenge, "Then you better hope you send me through pleasure, to the point where you be able to do such a thing," She said, confidently in her own resistance to stave off being turned into Pyrrha's follower.

"Challenge accepted." Pyrrha said with a smirk before she put not one, but two more fingers into Cinder's pussy while she began to tweak the woman's nipple.

"Ohh~" Cinder moaned softly as she felt pleasure.

"See? You're already getting excited." Pyrrha teased before she pulled her fingers out. She then moved her dick in front of the woman's pussy and began grinding her length against it. Her free hand was not idle as it went to Cinder's other breast and grabbed just like her other hand.

"Maybe, but I'll outlast you." Cinder said, convinced she would be able to do just that.

Pyrrha smirked before she thrusted into Cinder's pussy, unsurprised to find that there was no hymen.

"Ahh~!" Cinder let out, not having prepared for that. She gritted her teeth to keep quiet as Pyrrha started to slide in and out.

"Ohh~ You are surprisingly tight for someone whose already lost their virginity. I'll be sure to enjoy this~" Pyrrha let out as she thrusted.

Behind her, her slaves were not idle. Not by a long shot as they were having fun of their own. Weiss and Blake, Ruby and Yang, and Nora were fucking in pairs with the orange haired girl masturbating to her mistress and her fellow slaves.

"Fuck is this a show." she panted with a grin.

Then, Weiss came in Blake's ass while Ruby came in Yang's. Nora moaned as she came on their back.

Pyrrha freely grunted as she went faster with her thrusts. For Cinder, she was trying her hardest to not moan. She was skilled, that was for certain, but she had no experience dealing with a shaft this big and long as most men were usually average sized. The redhead was very much above the average.

'I need to keep it together! I must not fail my mistress!' Cinder thought as she tried, in vain, to resist succumbing to the pleasure Pyrrha was giving her.

Pyrrha then decided to get creative. As she thrusted, she decided to go harder while at the same speed she was in. This sudden change forced Cinder to yelp and moan, really feeling it this time.

"What's that I hear? You enjoying this?" Pyrrha teased as she squeezed Cinder's nipples, causing her to moan, "I think you are~"

Cinder tried to rein in her actions, but the amount of pleasure made her lose control entirely. She moaned louder as she began to get dominated by the redhead. The pleasure was more than she could handle.

'Come now Cinder, are you this easy to defeat?' Salem's voice rang out in Cinder's mind.

Cinder was already aware that her mistress would watch, 'No, but I am finding it rather difficult to gather my bearing with how large this feels,' She replied politely and truthfully.

Pyrrha then gave an especially hard thrust in Cinder, making the woman moan and lose her concentration as her pussy clenched at the intense moment of pleasure.

"Come on, go ahead and cry like the slut you are." Pyrrha prompted, seeing that thrust worked in gaining a reaction.

"N-No-! Ahh!" Cinder let out as her pussy clenched harder, feeling the redhead give another hard thrust.

"Your pussy is practically begging for cum." Smirked Pyrrha as she thrusted hard into the black haired woman.

"S-Shu-! Ohhh! Ahhh!" Cinder moaned as her pussy dripped her nectar. It twitched rapidly from the pleasure Pyrrha gave.

"Come on, beg for it." Pyrrha said as she began to slow down with a sadistic gleam in her eyes.

"N-No, begging is beneath me~" Cinder said while inwardly cursing as she had begun to enjoy the pleasure only for it to get whisked away.

"Well you ARE already beneath me." Pyrrha teased as her dick throbbed inside of Cinder.

Cinder gritted her teeth as she noticed herself feel herself wanting more. It didn't help that she felt herself calm down away from her climax.

Then, Pyrrha thrusted hard into Cinder before stopping immediately, making Cinder groan. She started to continually edge Cinder like she did when she first stopped.

"Why did you stop?"

Pyrrha smirked, before leaning forward until she had her mouth close to Cinder's ear, "Beg for it. Otherwise, you won't get off from this," She said as she gave another thrust and stopped again, making this absolute torture for the black haired beauty.

Cinder gritted her teeth while her body was aching for her to keep going.

"Accept me~ *Smack* Serve me~ *Smack* And I promise that I shall not stop until you are a moaning mess," Pyrrha said as she timed her thrusts when she felt Cinder's pussy calm down only to stimulate them with no such release.

"Ah! Ah! A-Ah~!" Cinder let out, entirely unused to the level of dominance and flat out sexual torture she was feeling from the one she was supposed to text. It especially didn't help that this torture was waring on her will to refuse to beg for release. She knew that if she begged, she would fail and be far too obedient to the Mistral Champion and become her slave.

She wasn't aware, but she was slowly finding the idea appealing, as her pleasure starved mind slowly made itself known.

"See? You're practically starving for my seed!" Pyrrha said as she did another hard thrust which almost sent Cinder over the edge again before feeling Cinder's dismay to being forced to come down from her pleasure, "Now beg! Beg for it~" She enticed as her red eyes seemed to gleam.

"I...I...I...c...can't..."

Pyrrha raised an eyebrow before leaning in close to the black haired beauty, "Oh? And why, pray tell, can't you tell me? Why won't you submit?" She asked with a smirk as she leaned in even closer to hear her, ever so teasingly.

"B-Because...I belong to no one but her!" Cinder said, in a vain attempt to dissuade Pyrrha from claiming her.

Pyrrha smirked, "That may be so, but, should you join me, I promise that you'll continue to see her. What do you say?" She stated before giving another hard thrust.

"AHHH!"

"You'll still be hers, but I get to fuck your slutty cunt whenever I want!" Pyrrha yelled as she thrusted again and again, making sure to edge Cinder everytime.

"y...yes..." Cinder said quietly, making Pyrrha stop and lean in close again.

"Excuse me? What was that?" Pyrrha asked with smirk on her face.

"Yes...more, give me more!" Cinder let out, giving in to Pyrrha due to her sexual starvation for release.

"That's better bitch." Pyrrha said with a grin as she began to thrust relentlessly, not holding back anymore, forcing Cinder to feel immense pleasure, to the point that her climax finally was achieved.

"AHHHHHH!" Cinder exclaimed as her pussy clenched more than she ever had in her life. Her nectar came out and pleasure coursed through her veins. Her legs spasmed while her eyes rolled from the intense sensation.

"That's it! Take it! Take it all!" Pyrrha exclaimed as she hilted herself inside of the black haired beauty and came inside her with a loud moan. Her dick throbbed as her seed flowed inside.

Salem, meanwhile, shook her head as she watched. "I could probably make a profit in the adult business with how well this turned out. Who knew she would be able to break Cinder." She mused to herself as she watched.

Pyrrha sighed as she soon stopped cumming inside Cinder and looked at her face. Her face had the look of pure ecstasy. Feeling accomplished, Pyrrha decided to speak with her 'Fairy Godmother', 'Fairy Godmother, with your permission, may I make her my slave? She was your follower and it appears that I passed the test laid before me,' She politely asked, her dick throbbing in excitement.

'Hmmm, I'm not so sure.' replied Salem back with a smirk. 'I don't think you passed it just yet. You better keep at it until you've gone soft, then we'll see how Cinder is.'

Pyrrha grew excited at the prospect before turning Cinder onto her front, "Very well. I'll break her beyond belief," She said before she thrusted into the woman's ass with a moan.

"AHHHHHHH!"

'Good girl.'

Pyrrha beamed at the praise before thrusting in and out, "How's it feel being dominated, huh?" She stated as she thrusted with reckless abandon.

"Ahh! Ahh! S-So good!" Cinder moaned submissively.

"Good to hear~ You're a real slut, aren't you?" Pyrrha said as she held Cinder's hips and thrusted faster.

"Yes! Yes!" Cinder let out as she moaned louder.

The moans were music to her ears and made her want more. She moved her right hand down and began furiously rubbing Cinder's pussy, not stopping in her thrusts, "How's this!"

"SO GOOD! I NEED MORE!" Cinder screamed broken from intense pleasure.

"Gladly, " Pyrrha said as she thrusted her fingers into Cinder's pussy and made sure to move in all directions to hit her special spots. She made sure to thrust harder as well for added effect.

(Later)

Cinder groaned in pleasurable bliss as she laid on the bed, completely covered in cum. Her body twitched occasionally as she took light amounts of air, still reveling from the pleasure.

Pyrrha, meanwhile, lightly panted as her dick no longer throbbed in anticipation. Turned out, with her transformation, she had lots of stamina and had broken Cinder beyond repair somewhere in the middle of cumming from Pyrrha cumming inside of her or just plain stimulation.

Her slaves were not idle either. Each of her slaves had a turn with one another to fuck each other until they exhausted themselves. Pyrrha was very glad she had cum in them first and gotten them pregnant for reasons unknown to herself.

'Well, Fairy Godmother. I have done your task and I must say, that was challenging. Have I passed?' Pyrrha asked. She was so tired, her usual politeness was practically nonexistent even in her thoughts.

'With flying colors.' 'Fairy Godmother' said with an amused tone.

Pyrrha sighed in relief before bringing another question to mind, 'May I request that Cinder becomes like my other slaves then?' She asked as she had earlier, before coming to Cinder's room, asked Nora to bring the box of strap ons in the event that she would convert another to please her.

'I'll allow it.' 'Fairy Godmother' said, making Pyrrha grow excited she grabbed the box she and Nora brought in and grabbed a strap on. From there, she went to Cinder and carefully strapped it on before going to the window and opened it up.

And cue a Geist flipped in and flying right into the toy.

Cinder moaned before groaning as she went through the same process as the other slaves. Her eyes rolled to the back of her head before going completely white. Her skin paled becoming the same shade as the others. The shaft of the strap on gained flesh before connecting to Cinder clit, making her moan as it became hers. The straps melted off of her to reveal her new body.

Pyrrha grinned at the sight, "Raise my new follower and greet your fellow slaves," She said, not even hiding the triumph in her voice.

Cinder slowly stood up with an empty expression in her eyes. "Yes mistress."

"Ah, that's right. They all started out like this," Pyrrha muttered to herself, 'Fairy Godmother, should I give her her personality or just have her like this?' She asked in thought.

'It's your choice dearie.' Salem replied.

Pyrrha nodded before approaching her newest slave, "Cinder. I order you to have your mind return to yourself while willing to continue serving me," She ordered.

"Yes, mistress," She replied before arching her back as her dick throbbed from the command. Her hips bucked as she groaned before cumming onto her mistress's body. She moaned as her eyes stayed completely white, but there was now a certain awareness as she stood back in her original position.

"So, how does it feel to have a dick?" Pyrrha asked as she picked up some of the cum off of her body and sensually licked it off her hand.

Cinder looked at her mistress before looking at her throbbing appendage. She grabbed it and moaned at the sensation, "Interesting. I feel much more alive than I did before I went through this change," She commented as she stroked her dick.

"I'll bet you feel amazing." Pyrrha commented before turning around and snapped her fingers, "Rise. Greet your fellow slave," She said to the pile of limbs on the floor.

The girls groaned and slowly got back up. Their dicks throbbed as well, acknowledging the order.

"Say hello to your new friend and fellow slave, Cinder," Pyrrha introduced while gesturing to her.

"Sup."

"Hello."

They greeted one another before Pyrrha turned to her newest slave, "Now Cinder, if you would be so kind as to guide us to your former mistress, we would be grateful," She said, making sure it was exactly a command as to have Cinder expertly take them to wherever instead of doing it in broad daylight.

"Yes mistress." Cinder replied with a nod.

From there, all of them got changed while Cinder left a note for her team, telling them she would be busy and to continue without her.

From there, they left and with Cinder experience with stealth, they were able to finesse their way to the pads were the bullheads were.

Once they made it inside, Cinder mercilessly shot the pilot in the throat, preventing him from calling for help as well as killing him almost instantly. Quick and quiet.

Once everyone was seated and Cinder destroyed the body with her dust infused dress, she piloted the bullhead and flew them in the general direction where she knew Salem was.

(Two Hours Later)

After having for awhile, Pyrrha and her slaves made sure to have some fun to kill their boredom. Cinder had made sure to set the aircraft on autopilot to join in the fun.

Salem, being the informed one she was, commanded the aerial Grimm to allow the aircraft safe passage to her lands.

It was after some time before Cinder went back to the controls and proceeded to bring the ship down. They were near their destination and had to walk from there.

When they arrived, Pyrrha was wide eyed seeing the desolate and dark wasteland that was completely different than what she was use to. The others, besides Cinder, were the same.

"Where is this?" Pyrrha asked as she followed Cinder on the gravel flooring. The other slaves were not too far behind.

"The base where me and numerous others follow the words of my mistress." Cinder answered, unfazed at the sight of a desolate environment.

"I see," Pyrrha replied as her slaves kept looking around, amazed that such a place could exist in Remnant.

After a certain amount of time, they saw what looked to be a black castle off in the distance with various black pools around it. To their surprise, Grimm seemed to come out of these black pools, spawning from them. A few of them growled at the group, but didn't make a move to attack.

Eventually reaching the ominous looking castle, Cinder knocked on the gate.

'This is where you live, Fairy Godmother?' Pyrrha thought.

'Of course.' 'Fairy Godmother' replied as the gate opened, allowing them inside.

Pyrrha, being the one leading her slaves, followed Cinder. It would be an understatement to say that Pyrrha was excited to meet the one who had helped her.

'So I get to meet you face to face.' Pyrrha thought.

'Fairy Godmother' seemed to chuckle, "That you will, my dear. That you will,' She replied as Cinder soon stopped in front of a large door that looked far more imposing than the others.

"You're almost there~" Pyrrha muttered to herself before Cinder opened the doors, revealing its interior and the occupant inside.

She had almost every feature the redhead had apart from her extra appendage and completely white hair. The woman filled out the dress she wore well and looked like an older Pyrrha, minus the fact that she had something of a black gem on her forehead and that Salem was a natural blonde, not that anyone, but her knew.

All together, she demanded respect, fear, and arousal from the redhead.

"Ah, I see you have arrived. Welcome," Salem greeted the group.

"So this is what you look like," Pyrrha said to herself, looking over 'Fairy Godmother's' figure.

"Of course. Is there some problem?" Salem asked with her head tilted in amusement.

"No. You just...look rather beautiful, if I'm being honest with myself," Pyrrha admitted.

"Why thank you. And you've turned out very breath taking yourself." Salem replied with an amused smile.

Pyrrha blushed a bit at being complimented, "It's very nice to meet you, Fairy Godmother," She said, much to the confusion of her slaves.

"And I'd say it's good to see you in person, along with your slaves." Salem said in acknowledgment, nodding her head.

Pyrrha smiled before turning to her slaves, except Cinder, "Everyone, this is my Fairy Godmother. She's the one that helped me bring you all together," She said, unaware of Salem's real name.

"She's pale." remarked Nora bluntly.

"So are all of you," Pyrrha replied, somewhat expecting that reply.

"Oh yeah, I forgot." Nora said with a sheepish grin along with scratching her head.

"So, who are you exactly? Pyrrha seems to know you somehow," Ruby asked being as curious as ever.

"Her 'fairy godmother' so to speak, but you can call me Salem." Salem answered, introducing herself.

"Salem. That's a pretty name," Pyrrha said to herself, now knowing what her Fairy Godmother's name was.

"Thank you my dear." Salem said with a nodded, appreciative to the compliment.

"So, Salem. Is there anything you would like me to do for you? You helped me so much that I feel would be rude not to help you with anything," Pyrrha said with a small polite bow.

"Oh trust me, I can think of quite a few things." Salem said with a smirk present on her face.

Pyrrha tilted her head before nodding, "Alright. What is it exactly?" She asked, curious as to what Salem would say.

"Simple. Work for me." Salem offered.

Pyrrha tilted her head before shrugging, "Very well. You did help me and it would be rude of me to refuse an offer such as this," She said with a nod, accepting.

"My you accepted that fast." Salem said, mildly surprised.

"Well, I figure helping will be beneficial for the both of us. You did help me when I made my friends how they are now. So, I think helping you would be helping myself as well," Pyrrha elaborated, showing she had obvious intentions of her own.

"Oh? But you don't really know what I have plans for, or even what I can do. That doesn't raise any suspicions?" Salem said, amused.

Pyrrha thought about it a bit before speaking, "It does a bit, if I'm being honest. However, I'm sure I'll go along with whatever it is you plan. After all, you are my Fairy Godmother," She said with a smile.

"Indeed I am my dear, indeed I am." Salem said with a smirk.

"So, since my slaves and I will be working for you, should we call you 'Mistress'?" The redhead asked, curious.

"They can, you on the other hand, since you defeated Cinder, you're free to use my real name." Salem said with a nod of her own.

"Very well...Salem," Pyrrha replied, testing the name. It would take getting used to as she normally referred Salem as her Fairy Godmother, "So, is there anything we can do for you?"

"You can find a room you'll be staying in."

Pyrrha nodded as she and her slaves headed around the castle before finding their own room together, unaware that Salem's was right across from it.

"After you're done, we can discuss what you'll be having a hand with in the future."

8h agoSalem had said before they left the meeting room.

Pyrrha and her slaves took a look around the room they were in. It was rather simple in terms of decor. A bed, a dresser, and a closet. One thing they all had in common was that they were black in color, just like the floor. The window showed the desolate land and what looked a great black lake.

"Well it's certainly...different." Yang said as she looked at the window.

"Yes. It's certainly different than than the lush green trees and the blue sky," Cinder mentioned as she sat down on the bed, seemingly used to such accommodations.

"Well, while you all settle in, I shall go see what Salem wanted to talk with me about," Pyrrha said before noticing a somewhat knowing look on Cinder, "I shall return then."

"Yes mistress." They said in unison.

Pyrrha nodded before walking around where remembered Salem to be. She managed to make it to the meeting room, where she sat, "Hello again, Salem," She greeted her Fairy Godmother.

"Hello Pyrrha." Salem greeted back.

"May I have a seat?" Pyrrha asked politely.

"Of course."

Pyrrha smiled as she pulled up one of the large and black chairs before sitting down, "So, Fairy Godmother, what is this...plan you have in mind?" She asked after tilting her head in thought.

"I'm going to be blunt. It involves invading and taking over Beacon." Salem said, not holding back.

Pyrrha blinked before inclining her head, "May I ask why?" She asked, curious.

"Let's just say it's to deal with an old flame of mine."

"Old flame...was it someone you used to like?" Pyrrha asked. The old flame saying reminded her of a time when she read and old novel when she was but a child. It almost sounded similar to that story of the woman in the tower.

"Yes." Salem replied.

Pyrrha, noticing something different in Salem's expression, decided not to press that subject, "Very well. When will this invasion begin?" She asked, knowing she had to be prepared.

"During the Vytal festival tournament." Salem answered.

Pyrrha thought about the date and pieced together what Salem wanted, "You want to make people's negative emotions attract the Grimm with...mistrust, am I correct?" She surmised, remembering that the Tournament would be a live event and how the Grimm worked.

"Precisely." Salem said, impressed at how quick Pyrrha was on the uptake.

"Very well then. Anything else to note or must we wait to begin the plan?" Pyrrha asked, nodding.

"Don't worry, you'll know when it happens." Salem said, nodding to herself.

"Then, do you have a suggestion as to what me and my slaves may do in preparation for such an event? I imagine they won't be idle to the whole time of waiting for the tournament to arrive," Pyrrha asked as she tilted her head.

"Well...there IS something you can do." Salem said after a moment of thought.

Pyrrha blinked before looking at Salem with curiosity. "What is it?" She asked.

"Do what you've been doing to any and all women and girls you come across." Salem said with a smirk on her face.

Pyrrha matched Salem's smirk with her own grin. "Gladly. Do you know where I may find more?" She asked, excited at the prospect of adding my slaves to the cause.

"You let me take care of that." Salem said cryptically.

Pyrrha slowly nodded. "So, should I go back and mess with my slaves or...?" She asked, unsure of what to do at that moment.

"For now go and have fun with them." Salem said with her ever present amused smile.

Pyrrha nodded before got up out of her seat and headed back to her room, ready to have some fun with them as well as explain their new role afterwards.

(Timeskip)

Upon the streets of Vale, Grimm attacked viciously. The White Fang shot down the occasional civilian populace with hate on their expressions.

As for Pyrrha and her slaves, they attacked the Huntsman of Beacon with their enhanced strength and abilities. To top it all off, the Mistral Champion and her accomplices were completely naked, making many give pause and some blush.

Some were very surprised by their pale look along with their extra appendages between their legs.

Pyrrha and her slaves, however, grinned as they swung, stabbed, and cut many of the males down, killing them almost instantly.

As for the females, their fate was entirely different. Any of them caught were stripped naked before Pyrrha and her slaves had fun with their body like a toy. The victims couldn't help, but enjoy the pleasure despite the situation.

After they were exhausted, each of them strapped a strap on on them before having a Geist transform them, becoming another slave to Pyrrha. Only difference between them was that the new ones didn't have their personalities with them along with them having blank pale faces and followed Pyrrha's orders, bringing out their weapons and continuing their conquest with their new enhanced strength. This leading to more and more females they caught, with Pyrrha watching it happen with a cruel smirk.

She nodded to herself. 'Good, everything is going according to plan. Right, Fairy Godmother?" The redhead thought as she walked along the halls of Beacon, while idly noticing a recently turned Velvet fuck Coco as she pinned her against the wall.

'Yes, things are going just as I had hoped. Well done Pyrrha.' Salem replied, sounding something akin to being impressed.

'It was a pleasurable experience helping you with your plan. I wonder if there will be anyone truly unique for me to claim.' Pyrrha said as her dick, showing her excitement.

'Give it time, you'll have plenty to choose from.' Salem replied, amused at Pyrrha's want before remembering something Cinder had informed her. Perhaps the Fall Maiden would be an interesting choice for the redhead.

'I suppose I will.' Pyrrha replied, unaware of Salem's current thoughts.

"Mistress! Look what we found!"

Pyrrha looked to her right and found Ruby to be the one who voiced that, "What is it?" She asked.

Said girl smiled while dragging Glynda over, who groaned while tied up with rope.

Pyrrha's expression shifted from mild surprise to having an evil smirk on her face, "I see. Quite the catch. Ruby, would you like to help with this?" She asked as her dick throbbed rapidly.

"Sure thing." Ruby said.

They soon stripped their former Combat Instructor and marveled at how she looked with just her undergarments.

"Decease this at once young lady!" Glynda said, appalled at the actions of her former students.

"Aw, it's cute that you think we will," Ruby said before she grabbed at one of Glynda's perfect breasts and kneaded it.

Pyrrha chuckled before she joined in, going for Glynda's other breast. "Relax, you'll feel nothing but pleasure."

Glynda grit her teeth as she almost moaned at the feel of the two young girl's hands on her breasts.

"Don't fight it, Professor. We had lotsa of time to practice," Ruby said as she lightly twisted Glynda's nipple.

"Ah!" Glynda let out before she moaned more as Pyrrha's other hand reached down and started playing with her clit.

Ruby smiled as she reached up and laid kisses on the Professor's neck and going through the sensitive area of the collarbone.

"Ahhhh!" Glynda let out as she felt immense pleasure.

(Later)

A pale, erect, blank faced, and completely white eyed Glynda stood inside the main elevator that normally led to Professor Ozpin's office. Behind her, were Pyrrha, Ruby, and Cinder, who managed to just convert another female student and decided that helping her mistress would prove most beneficial. Each of them were naked with their weapons on hand.

At Salem's prompting, Pyrrha had ordered the turned Professor Goodwitch to lead them to what Salem confirmed was a Maiden, more specifically, the Fall Maiden, who could control Magic.

"So, you're positive you're bringing us to the right place?" Pyrrha asked as she looked at her newest slave.

Glynda nodded. "Yes, Mistress." She replied as her new appendage throbbed before the elevator doors opened, revealing a new location.

"Whoa~ It's so huge!" Ruby said as she looked from where they stood.

It was an exaggeration either. It was just one large hall, equivalent to a mausoleum. Green fire lit the hall along the sides. On the very end of it seemed like some kind of altar that was mechanically in nature.

"It's less impressive than I imagined." Cinder commented as they walked inside.

The floor was under their bare feet as they made their way to that altar. After getting closer, they found it actually wasn't an altar, but some kind of stasis machine, judging by the heart rate on display.

Inside the chamber to their left lay a brown haired, dark skinned woman. She looked like something akin to a dressed up farmer. Her face was scarred, as it something burned her face momentarily in a webbing position.

"This is Amber Autumn. The Fall Maiden." Glynda presented to them with a blank expression.

"Hmm, she looks pretty good." Pyrrha commented as her dick throbbed at the sight before turning to Professor Goodwitch, "Open it," She ordered.

Glynda's dick throbbed before she went to the console in front, "Yes, mistress," She replied.

She began to type away at the buttons before the chamber started to open. Once it was open, Amber's eyes fluttered a bit before closing again. Without the machine supporting her, she was slowly fading.

Upon Pyrrha's order, Glynda and Cinder stripped the Fall Maiden of her clothing. Pyrrha licked her lips and moved towards the maiden, her dick throbbing with eagerness.