The office of Glynda Goodwitch was filled with a heavy silence. Three of her brightest students had come to her office that afternoon, looking shaken, to say the very least. Miss Nikos looked massively ashamed, Velvet Scarletina had a look of fear about her, and Coco… She had barely managed to walk into the room unassisted, her eyes glassy and her voice shallow and husky. What they said was enough to make her blood run cold. All three of them claimed to have been sexually assaulted by a Grimm loose on the campus – Pyrrha in the gym's shower rooms, Velvet in the girl's bathroom clear on the other side of campus, and Coco in her own dorm where – Coco claimed, the creature had impregnated her and she'd been forced to birth its offspring. In the face of three corroborating claims, not to mention Coco's swollen breasts, which struggled with what had already been a form-fitting top, it was impossible to ignore them.

After sitting in deathly silence for some time, Professor Goodwitch finally spoke, "Alright girls, We will get to the bottom of this," She promised, "For the moment though, you're safe here," Dead wrong. "Have you told anyone else?"

One by one, the three broken students shook their heads, each either too ashamed or afraid that no one would have believed them.

"Alright…" the teacher said with visible sympathy on her face, "I will contact Headmaster Ozpin, and we will figure this out,"

Unbeknownst to the good professor or any of the plaintive girls, the ducts and spaces between the walls all around Goodwitch's office were infested with the writhing tentacle Grimm. They writhed and slithered all over each other, the first and largest, as well as the two eldest offspring, by now having grown considerably, yet to the unsuspecting occupants of Goodwitch's office, the only evidence of their presence was that the air conditioning had stopped working. These three creatures, now all mature, had converged upon this particular room seeking to plunder the three younger women once more for their Aura, but it was the professor's substantially more developed Aura that had their attention now and though the greatest creature was to have principle claim, they would all have her – there was plenty of her to go around…

As Glynda dialed the Headmaster on a video call, the creatures sprang into action. All at once, every vent and ceiling tile erupted, and the roof was invaded by a forest of grasping black tendrils and anarchy reigned. The girls all screamed as one by one they were taken again, too fast for the professor to do anything but watch. The first victim was Pyrrha, as one of the smaller octopod Grimm's insemination tendril slammed into her pussy, lifting her clean out of her chair and pinning her to the door with the aid of several other tentacles as the tennis-ball sized head of the smaller Grimm's member disappeared into the spear-fighter's vagina. Velvet was next, as, when she opened her mouth to scream, it was instantly filled by a lesser tentacle, and she fell to her knees as the other relatively juvenile Grimm's primary member surged up under her skirt, past her panties, and into her pussy. Last to go down was Coco, who froze up mouthing the words 'Not again…' as tentacles wound about both of her ankles and then slithered up her pant legs to violate her as well. By the time that Glynda's scroll, which lay flat on top of her desk, had finished its first ring as it bid for the Headmaster's attention, it was Glynda's turn.

While Glynda gaped at her students' plight, the professor's own wrists were bound and pinned to the small of her back. The next tentacle to beset her made no delay in plunging straight into Glynda's impressive, desirable ass, tearing holes straight through her panties and pantyhose as it did, and striking her so hard that, as she gasped in shock that she could be victimized, she was lifted off of the floor and dropped onto her knees on the desktop, bending over and trying not to look her students in the eyes as one of the tentacles dove down the cleavage window of her blouse and tore it open, putting the usually stern professor's lacey black bra on display for her private audience. Article by article, the tentacles stripped Glynda bare, even as they preferred this time to fuck the girl's fully or mostly clothed. First her blouse and cape was fully removed, and then her boots and pantyhose were peeled from her long, full legs, revealing lacey black panties to match the brassiere under her skirt, which was next to go. As the same tentacle that had torn her blouse open reached up between her cleavage to yank her bra off, dismay struck Glynda.

I failed them… She thought bitterly as her sizable breasts began to jiggle in time with the penetrations in her ass and her panties were finally ripped completely off, They came to me for protection and now look at them! Look at me…

As the tendrils slowly began to coil around each of Glynda's ample, heaving breasts and squeeze in alternating turns, she could only look on while her student's suffered this debasing fate for a second time. True, she was easily powerful enough to stop it – or she would have been, if she weren't crushed into submission by guilt as she watched Coco literally be milked and the heinous member's in Pyrrha and Velvet's pussies rapidly hasten their thrusting until each girl received on last, heavy pump, white ooze dripping from both of them as the tentacles finally pulled out and the two young huntresses slumped to the floor, waiting for their bodies to experience what Coco and, though unknown to them, Yang had gone through. Only Coco was not released, as the plunder of her womanhood continued even as she curled up on the floor, long milked dry, and Coco slipped into unconsciousness.

And suddenly Glynda was the focus of all the tentacles in the room, as well as the once-terrified, yet now pleasure-dazed eyes of Velvet and Pyrrha, I deserve it… She thought despondently as the great pulsating member of the largest tentacle Grimm reared up behind her, for failing them…

With that final thought of submission, the mightiest tentacle of them all plunged into Glynda Goodwitch's womanhood full force, and she screamed. Her voice hitched with every thrust, but she kept right on screaming, drowning out the sound of Ozpin answering the video call and bearing witness to the sight of the massive serpentine column of flesh forcing its way into her widely stretched folds.

"G-Glynda!? What's happening!?"

But she couldn't answer – couldn't speak at all, in fact, as the insemination tendril formerly occupying Pyrrha's vagina had forced itself into her mouth, and an instant later, her scroll was crushed as the massive tendril coiled itself on the desk directly beneath the pussy that it was despoiling. Finally, as though to complete Glynda's humiliation and penance, the member which had impregnated Miss Scarletina now took the place of the lesser member between her sumptuous buttocks, While certainly no longer a virgin for much of her life, until now, Glynda had never taken it from behind, let alone something so huge as this, and she was equally inexperienced at oral, choking as the thick, ribbed member filled her entire mouth and gagging as it pushed down her throat. She was in a haze – if asked at that moment what her name was, she wouldn't have been able to answer – and unthinkingly, she worked her hips into a gyrating motion in time with the alternating thrusts in and out of her. Her pelvis would swing forward just in time for her dripping pussy to be plowed by another thrust as she came, her juices all merely flowing down the great shaft as her hips then bucked backward in time to receive her next anal thrust.

As her swelling stomach began to compromise the clasps of her corset and her breasts engorged such that her tight-fitting top couldn't contain them and they spilled free, Pyrrha gazed up at her professor. Glynda Goodwitch, Beacon's single mightiest force of order, was being absolutely railed in every orifice that could accommodate a tentacle, and the Mistral champion could see by the look of Glynda's face that she had started to enjoy it. She had no dignity left, just a curvaceous ass, full lips, and two large, heaving breasts, all of which playing hostess to the violating black tendrils; she was a thing for the tentacles to fuck, and from the look of it, the professor was entirely satisfied with that arrangement.

Glynda let out another suffocated moan as she came a second time, shortly followed to her climax by the tentacle in her mouth, which began pumping its hot payload directly into her throat for her to swallow without a choice in the matter. Next to begin pumping her full was the member in her ass, a little bit seeping back out, but most gushing straight up into her. It seemed to Glynda that she came again with almost every alternate thrust into her pussy by now, but her mind was more than cloudy; She did however know for a fact that her juices sprayed all over the desk the first time a bulge hit the sensitive folds of her pussy. Yet the pumping continued in all of the teacher's holes; discharge after discharge of Grimm-cum hit her stomach, even as steady streams of the hot white sludge was spewed up her ass continually, and the biggest doses of bestial semen were reserved for the powerful mage's pussy. Indeed so strong was her Aura, if not her will, that the Grimms continued to fuck her and drain more and more of her Aura, growing stronger and stronger as they did so, When she was finally released, the ocean of oozing white nearly covered the entire floor. Stretching out on the top of her desk, Glynda slowly returned to her senses in time to watch a whimpering Pyrrha and Velvet giving painful birth to a half-dozen Octopod Grimmlings between them, and to then realize that she was in for the same fate as the only tentacles that remained upon her –those squeezing and now milking her breast, producing showers of breast milk from her sizable and engorged bosom as her belly swelled.

As the first waves of birthing pain set in, Glynda grimaced, This is your penance… for letting this happen to your- Goodwitch gasped, and looked down at where one of her breasts hug over the side of the table to see Coco suckling at her nipple, the only one among them still being actively fucked as the tentacles continued to savage her womanhood beneath her drenched trousers, You can fight tomorrow Glynda… Rest now…

Well how was that? On account of all the feedback ranging the whole 'fuck her in private/ in class' spectrum, I decided to compromise, and so we have another four-person orgy…. And a lot more critters running around now… At any rate, next chapter is either another private experience for Weiss or a discreet visit under all of Team RWBY's skirts during class… do feel free to let me know what you'd like to see first, or if there's something else you'd like to see added to the queue – and don't worry, Neo and the Malachite sisters aren't too far off…