Weiss did her very best to sit up straight all the way through Port's lecture, but a half hour in with another forty-five minutes to go, it wasn't easy.

God… how does Yang do it…? She thought she fought the discomfort to maintain good posture, My back is killing me…

She'd made every effort to keep her illicit rendezvous last night a secret – she didn't want her teammates to think she was some kind of whore, after all – but that task wasn't helped by the fact that her breasts no longer fit into any of her bras and featured much more prominently on her finger than previously. She'd gotten up a half an hour before the others just to shut herself in the bathroom and dress in private – at least, that was the excuse she'd given. In all actuality, she spent the time fussing over how to conceal her engorged breasts. It was less of a problem for Yang – people knew she was big after all, and one tight-fitting sports bra later, no one could tell the difference without stripping the Blonde down. Weiss, on the other hand, did not own a sports bra, and had spent a long time staring fretfully at her own naked breasts in the mirror that morning before deciding what to do.

Gingerly squeezing her right nipple, Weiss had started by milking herself into the sink – at least that way she could actually reduce her size, if not all the way… As the warm milk trickled down the drain though, a deviant thought crossed the Heiresses mind, and though there was no one to see, she blushed furiously, but curiosity overpowered shame, and she did it anyway. Cupping her swollen left breast, which was visibly larger now than the right which she had just milked down, Weiss lifted the engorged tit and angled the nipple toward her lips. Weiss felt a tingle run through her as she sucked tasting her own sweet milk as she did. It tasted good, and felt better, and as she continued to breastfeed herself, Weiss had gently rolled her nipple between her teeth and-

Weiss shook her violently as Port said something about the mating habits of Nevermores, No! Bad thoughts Weiss! Stay focused on- GAH!

Weiss jolted slightly as something suddenly entered her womanhood. Reflexively, she clapped her hands down onto the front of her skirt and sure enough, she felt something wriggling between her legs. Surprise gave way to a husky sigh her unbidden guest began massage her insides, slowly pumping in and out.

I… I can't believe this… Weiss thought with hazy annoyance; it felt good but this so wasn't the time, T-this thing is insatiable…

Weiss tried very hard to keep a straight face as the tentacle that had slithered under her skirt methodically fucked her and Port went right on blathering about the average size of a Nevermore flock. Slowly, very deliberately, she placed her hands back the lectern in front of her, trying not to let her hips buck. Not comfortable with that position either, Weiss lifted a hand to her cheek as if to rest her head on her hand. Still, she couldn't quite keep from shaking just a bit as the tentacle probed her vagina, slowly building the pressure inside her. It wasn't that which troubled her most though, no, it was the way that, as her body ever so slightly jerked in time with the penetrations, the elastic bandage from the first-aid kit in RWBY's dorm which she'd used to tape down her chest rubbed her nipples and she felt the elastic material dampen, Oh come- she winced, Come one… not now… she thought of the thin little white blouse under her blazer jacket, I don't need this right now…

Ruby, idly glancing her partner's way as her eyes wandered, bored of Port's speech, found her eyes bulging at the subtle jerking of Weiss's body, and when her eyes traced downward, she saw why. Ruby wasn't sure that she should be afraid at the sight of the curving black extrusion just visible between Weiss's calves, but a sudden intrusion into the reaper's own snatch made the decision for her. She let out a little 'eep!' as her legs clamped together, but no one seemed to notice, and her thighs relaxed as the thrusting began.

In class!? Ruby thought, horrified, This is so- OH GOD! – so embarrassing…

Unlike her more disciplined partner though, Ruby couldn't resist the urge to wriggle her hips as the tendril violated her, daring her to moan and expose herself to the whole class. She didn't do it, but God, did she want to… Instead, she bit her lip, grimacing as she tried as discreetly as possible to rub her entrance up against the seat of the bench. I feel so… I'm so wet- Ruby slammed her textbook shut as she felt a second tentacle discreetly violate her, O-oh come on!

"Miss Rose, is something the matter?" Professor Port broke off his tale, turning her way.

"N-no sir!" Ruby lied through her teeth, "M-my hand just… slipped…" Ruby just really hoped nobody noticed how flushed that she was getting.

"Very well then; please do keep it down," and with that, Port returned to his lecture.

Ruby relaxed – perhaps just a little too much – and her slouch and relieved sigh attracted her partner's attention. Weiss's eyes widened, and an embarrassed partial smile spread on the leader's face as the tow tentacles in her pussy began to pump faster. She was so ashamed, so humiliated to have Weiss watch as she was fucked, but then, she supposed that she should be grateful that no one else had noticed… Not that Ruby could tell, but the frown on Weiss's face was born of a combination of irritation at the untimeliness of the pleasure session and jealousy that Ruby got to have two inside her…

Yan meanwhile, had taken to napping at the start of Port's overblown story. She was a sturdy sort of course, but even so, her ponderously swollen breasts, even if mostly concealed under her sports bra, were heavy and a constant strain on her back. She supposed they made good cushions to lay on, but that was small comfort. Still, the extra cup-sizes might be worth it though – she'd seen the way Blake had stared longingly as Yang had dressed that morning, Such a horny kitty~

Yang didn't sit up, but her eyes certainly did shoot open when it was her turn for a tentacle to plunge inside. At first, she panicked, remembering what had resulted from the first time – sure, the fucking was good – great – fucking amazing even, but she hadn't exactly planned on having kids any time soon – let alone three slimy black ones covered in tentacles. Plus, when the little bastards had squeezed out of her, it had hurt like hell… Still, it was hard to form any thoughts in her head as she felt it twisting and undulating inside her save Oh… Fuck that's good stuff…

Her breath grew husky as her hips swayed. She dimly hoped that no one was watching, but she didn't care enough to fight the urge. It moved so, so slowly inside her, she groaned. It drew a few looks from across the room, but none particularly intense; Yang's falling asleep in the middle of Port's class was hardly a rarity, nor indeed was she the only one to ever indulge in the pastime, so most who watched assumed that her grunt had been some kind of snore, rather than of a sexual nature. Either way though, she felt the pressure building and she wanted more.

As the writhing tentacle brought her to climax, she sighed in shameless bliss, but the way that it had brought her to, and over the edge slowly resulted left her with a gentle orgasm, her juices slowly seeping from her pussy and soaking her panties and her seat. Ruby was next, though she did not go quite so gently – though she managed to keep from moaning or crying out just barely – Ruby came full force and all but fainted onto her desk as the tentacles withdrew. Weiss however, would be left disappointed; the tentacle withdrew from her woman hood before she got the chance to finish, leaving her severely hot and bothered, her heart hammering, but sexually unsatisfied.

Through all this, Blake's sensitive ears had alerted her to what was happening from the start, when her sensitive hearing had tipped her off when Weiss was first to be invaded, and perhaps even more so than the Heiress, who was now clenching and unclenching her thighs in a futile effort to discreetly finish, Blake was not happy.

Why do all of them get it and not me? She fumed, heel tapping the floor in flustered impatience, None of them are in heat! They don't need it like I do! And getting fucked in the in the middle of class with nobody the wiser is just so hoooootttt! It's not fair! Blake shifted in her seat as the throbbing desire that burned twixt her legs rose to even more discomforting levels, I'm not asking for much am I? Just two… maybe three inside, savaging my womanhood until I cum like a wildcat – is that REALLY so much to ask?

Blake's breath hitched as she felt something wet brushed against her ankle, and her first instinct was to spread her legs wide in invitation, It's about- OH FUCK YES! FUCK YES! FUCK YES! Blake's lust-addled mind kept close count as one, two, three, FOUR! GIVE IT TO ME!

The four black tendrils under the Faunus' skirt form a wriggling column of ecstasy in Blake's core, plunging deep and driving hard. She tried – she really did try – to maintain her superficial composure, but her hand gravitated between her stomach and the waistband of her skirt seemingly of its own accord… The pleasure that Blake contributed to herself by rubbing her clit was a pittance though, next to the thought that the members currently fucking her blind had mere moments before been inside Ruby, Weiss, and Yang… It's like an indirect kiss, only… sex… Wonderful, beautiful, indirect sex…

As the pressure inside her rapidly rose to the overflow point, Blake couldn't take it anymore. She had to… I've got to… In the middle of class, in front of her teammates, Professor, and all of her classmates, Blake let out a long… sensual moan and began to purr, drawing literally every eye in the classroom, but she didn't care, I'm so close… just a little… "Y-Y-YES!" She screamed, her back arching in her seat as she stood from her seat and the tentacles abruptly slithered away, leaving her juices unimpeded as they sprayed all over the lectern in front of her and all over a very startled Jaune…

"M-Miss Belladonna!" Port gaped, as mortified as his students… well, as mortified as the students who weren't taking pictures…

As Blake caught her breath, slumping back into her seat though, doing her very best to look ashamed of herself and avoiding her teammate's gazes, which belied some strange cocktail of disapproval (presumably of her lack of digression), jealousy, and sheer respect, Blake sighed in momentary relief.

So… so worth it~

Alright then, there you have it; the RWBY girls all get fucked in the middle of class and try to id it with… varying degrees of effectiveness… Do cut poor Blake some slack though – she can't help it~

Anyway, tomorrow's chapter is going to be sort of special, in that I didn't write it – it was contributed by reader who prefers to remain nameless, but I've agreed to post it, and I think you all might like (I know I do~) so look forward to that. After that, the lineup is going to be Neo, Blake & Yang, and then the Malachite sisters (as a set, of course~). As always though, requests and suggestions are accepted and encouraged – the worst I can say is 'no' right? Anyway, I do hope that you've enjoyed.