Weiss sat on her bed in her nightgown, arms wrapped about her knees. She couldn't believe what had happened to her, but there was no denying it; she was still sore after all. She wasn't sure how to feel – at the time it had felt so good but looking back, it was just so… crass… a proper lady shouldn't submit herself to sexual violation so eagerly… Concerning that point though, Weiss wasn't entirely sure that she wanted to be a proper lady…

She started a bit as the doorknob turned and Blake stumbled into the room, closing it behind her. She was holding a book, but she dropped it almost immediately as she stumbled to brace herself on her and Yang's bunk bed. Blake's legs were trembling, and her hair looked disheveled somewhat, which gave Weiss cause for some concern.

"B-Blake…? Are you… okay?"

"O-oh yeah…" Blake said through a slightly disconcerting slur, "N-never better…"

"What happened to you?"

"Well I…" Blake hesitated, "This morning… well… part of being a female Faunus is going through this…"

"Blake…?"

"I…. was in heat when I woke up this morning…"

The Heiress's eyes widened, "O-oh…"

"But yeah… I'm… I'm okay now… How's your afternoon gone…?"

"I…" The words caught in her throat.

Just then both looked to the door, as they heard Ruby's tremulous voice from outside, "Yang! Are you okay?"

Both teammates' eyes widened at once, and they exchanged a look, before looking away from each other as the sisters came through the door, the elder clad in a mix and match of her uniform skirt and her tube top, while the younger helped her inside while trying to cover herself entirely with her cloak. "I think I'm gonna be sick Rubes…"

Weiss was on her feet in an instant, "Yang! What happened to you?"

But it was Ruby who answered, "T-there's a… a thing!"

Blake and Weiss blinked, "A what?"

"S-some kind of Grimm…" Ruby admitted hesitantly, "I accidentally let it out when I was in the storeroom and… and…" She sniffled letting her cloak slip to expose her breasts and her despoiled maidenhood, "It…"

Weiss swallowed, her hand gravitating between her own legs, "M-me too…" She turned to Blake, "Don't tell me-,"

Blake weakly nodded, and though perhaps it was her heat talking, she seemed markedly less disturbed, "Yeah… and it was so good..."

"Fuck…" Yang uttered as she stumbled to hold onto Ruby and Weiss's bunks for support, "You're telling me that this… thing fucked all of us...? Oh- oh god!"

Yang's legs suddenly folded beneath her and she clutched her stomach, "H-hey… did it… y-know… cum inside all of you too?"

Eyes wide, R, W, and B all shook their heads slowly, and Ruby and Weiss gasped when they realized Yang's stomach was slowly starting to bulge.

"G-god… is it hot in here?" Yang asked, her face flushed as she started to sweat, "I uh… I don't feel so good…"

Ruby hastily helped her sister to sit down on Blake's bed as Weiss and Blake stared, one aghast, the other looking slightly flushed herself as she caught sight of the way that her partner's nipples were beginning to struggle with her tight tube top. Still Yang's stomach swelled, and each little bit her stomach bulged pulled the neckline of her top progressively lower until her breasts fell free, themselves looking slightly swollen, and her nipples completely erect.

"Y-Yang! What's happening to you!?" Ruby said with worry as Yang's abdomen began to look as though she had swallowed an entire watermelon whole.

Yang however, was beyond talking. Propping herself up on one hand she fumbled down under her skirt with the other, then thought better of it and simply tore the garment off before feeling herself, "It's… it comin-GAH!" She threw her head back as she threw her legs wide.

None of Team RWBY's members were doctors, but they knew enough about their own anatomy to know that Yang's cervix was severely dilated. Yang groaned as her body convulsed, and then let out a yell that was equal parts pain and ecstasy, "You're-Agh! You're supposed… supposed to push, right?"

Blake nodded, unable to decide in her heat-addled mind whether she wanted to stare at Yang's tits or her pussy. "Y-yeah…"

"The thing got her pregnant?" Weiss gaped, "A-and so fast?"

"Well we don't know much about how this Grimm's physiology works…" Blake offered distractedly, "Just that it's really good for-,"

"Blake!" Ruby protested.

"S-sorry…"

Yang's whole body shook, and she clenched all the muscles in her lower body until several thin, black tentacles emerged from her pussy, and she screamed out again. At the same moment, the tentacles heaved a bulbous black body the size of a grapefruit free from Yang's pussy, and her jiggling breasts began to spray milky fluid before she flopped backward onto Blake's bunk breathless. The less physically traumatized members of team RWBY just gaped at the sight and Yang's stomach shrank somewhat, but then she convulse again and another set of tentacles emerged, heaving another small cephalopod-like Grimm free of Yang's quivering pussy. Rather than skittering off for the vent like its brother though, this one used it's tentacles to clamber up Yang's torso and sucker onto the nipple of her left breast, still spurting lactation.

Weiss fell to her knees as a third infantile tentacle Grimm emerged from Yang's body and the blond Brawler's abdomen returned to its normal size, "W-what the-," But the Heiress's disbelieving exclamation was cut off as, from the vents against the walls under both beds, the adult Grimm's tentacles surged out to claim them all once more, the first among them driving home straight into the Heiress's pussy. Jerking forward, she braced herself with her palms on the floor, eyes wide as she saw the tendrils reaching for an oblivious Blake and Ruby. She wanted to scream, but couldn't, to escape, yet she didn't try, she didn't want this again – but the slimy invader began to undulate insider, and she lost all will to fight it.

Surprised to see her partner doubling over Ruby spoke, "Weiss-," Only to be cut off as a second tentacle thrust upward and laid claim to her own pussy with a squelching noise. The reaper fell to her knees, panicking, as a second, third, and fourth tentacle followed the first inside her, "N-no! N-not a gain! No-oooh YES!"

Blake, now in a heat-haze all over again, was unabashedly disappointed that her turn hadn't come again right away, so she clambered onto the bed – it was her bed after all – on top of Yang's panting form and, even as the Grimmling suckled at her partner's left teat, Blake took the right nipple into her own mouth and sucked, savoring Yang's sweet milk as the remaining tendrils finally found their way to the Bumblebee duo, one slithering into Yang's still drawn vagina, and the others plugging Blake's eager ass and pussy as well.

Meanwhile, on the floor at the side of the bed, Weiss and Ruby had flung their arms around each other for support sloppily exchanging a French kiss as they totally forgot themselves in the course of the pounding that they were receiving. The third newborn Grimm to issue from their blonde partner's womb skittered over, coming under Weiss's nightgown from behind, and the Heiress let out a squeal as she felt half a dozen small tentacles slither up her ass. Ruby, for her part, had utterly forgotten to be horrified; it hurt, but it also felt so good – especially after the third and fourth appendages had slipped out of her pussy and migrated upward to suckle on one of each partner's stiffened nipples, and tearing Weiss's nightgown open to first expose the heiress' jiggling breasts.

Ruby felt a spray hit her face as Blake was the first to cum. Her fluids gushed around the tentacle protruding from her pussy even as it kept right on plunging in and out of her, eliciting moan after sensual moan. Ruby was next, toppling backwards and dragging Weiss down on top of her as her back arched, her fluids gushing all over the floor in a torrent which just kept dribbling as the Heiress hunched over her predatorily and sucked on the younger girl's unclaimed nipple. Ruby then let out a startled squeak as, when it was Weiss's turn to cum, the Heiress accidentally bit down on Ruby's nipple as her muscles tensed and her juices gushed across the floor. Finally, Yang came, despite her bedraggled state, spewing not only vaginal fluids, but also milk from both nipples as the Grimmling scurried away and Blake squeezed both her partner's glorious breasts tightly, guiding both streams into her face. Then, as quickly as they'd come, the tentacles withdrew from the members of Team RWBY, leaving them in exhausted heaps on top of each other.

"G-girls…" Ruby tentatively spoke when she recovered some of her wits after nearly ten minutes of lying there, "I-I think we should… maybe… tell someone…"

"Tell w-what? T-that we all got tentacle-raped and enjoyed it so much that we decided to have a tentacle orgy?" Weiss remarked.

"D-do we have to tell someone…?" Blake asked, nuzzling on Yang's breast, the latter having once more slipped into blissful unconsciousness, "Because I've got another week of my heat cycle and I really wouldn't mind…. You know… It's not like we're hurt or anything…"

"S-so…" Weiss breathed, "Our little secret…?"

"Y-yeah…"

Right then, How was that for all of them at once? I confess I borrowed the fast-forward pregnancy thing from Species, albeit with dramatically less… unfortunate results… I figured that could work for a framing device for why the thing would return to the RWBY dorm, plus, the more monsters, the merrier, am I right? Anyway, unless you all would really like to see something else next time, Pyrrha's up – albeit not quite as quickly as these last five… I had a lot of time to kill this weekend… Do let me know if you'd like to see specific characters, combos, or situations though – I aim to please~