Violate.

This was the creature's driving impulse, and since it had been released nearly a week prior, that was what it had done, and what it continued to do. Its latest victim screamed and moaned as its serpentine arms plunged up her skirt and inside her unwilling tightness. The tiny little human's legs squeezed together, trying to spare herself, but the Ursula would not be denied, and it thrust another tentacle inside her to punish her insolence. So easy… it had simply plucked this one from the corridor and dragged her into a men's bathroom to violate her for her aura, and she – as all the others had proven powerless to resist. The beast's formerly virginal victim screamed and clutched at her stomach as its tendrils plunged in and out of her womb, drinking in her aura even as her maiden's blood pooled between her legs. It finished with her quickly though, leaving her in a moaning heap on the tiles as it moved on, using its tentacles to heave it's hulking body up and back into hiding above the ceiling, replacing the ceiling tiles behind it to conceal its movements.

More…

The creature clambered its way among the pipes and ductwork of Beacon, squeezing and squirming its way through spaces that casual observation might lead one to believe were far too narrow, the creature was not mindless in its hunt. The girl it had left in the bathroom had been walking the halls alone, and the creature had learned that there were certain times in the day where large numbers of the humans concentrated in specific places, so it avoided those, and used these times to move about the campus with relative impunity. One of the best places – both to feed and sew its offspring – was the dormitory wing where all the students went into their rooms in manageable numbers, which was why it was headed there now…

"Honestly Yang! I said no!"

The Ursula halted, hearing the voice of perhaps its most obliging prey.

"C'mon Princess… Please…?"

Upon hearing the voice which it recognized as that belonging to one of its more voluptuous victims, its decision was made…

"I said no; now get your hands off me!" Weiss insisted, clasping the bra she'd borrowed from Blake, frowning because black really wasn't her color, and heedless of the fact that it wouldn't trouble her for long.

"But you're hot with bigger boobs…" Yang pouted, buttoning her uniform's white dress shirt. She'd opted to dress in more or less the opposite order of the Schnee Heiress, as she had as yet neglected to put on her skirt, while Weiss had done so but remained in but a bra otherwise.

"We're going to be late to class Yang!"

"Fine…" Yang grumbled, turning to fumble through her dresser for her skirt.

Weiss nodded assertively, more than a little self-satisfied for having successfully told Yang 'no' – Dust knew the Blonde could be pushy – before reaching for her own blouse. So preoccupied were the pair in mulling over their exchange – and indeed being slightly miffed that Blake and Ruby had allowed them to oversleep – that neither noticed as one of the large overhead ceiling tiles was removed, or indeed that a single questing tendril was being lowered behind an unsuspecting Weiss.

Failing to readily spot her blazer in their closet, Weiss groaned, "Yang, did you take my- EEEP!"

The Heiress's annoyed suspicion was abruptly cut off as the tentacle arced under her skirt and plunged up into her with an audible squelching noise. Weiss's thighs clamped shut around the slimy invader and she doubled over a bit, bracing her hands on her knees. When a second tentacle invited itself into her ass and the first brushed that one perfect spot inside, suddenly class didn't seem quite so important…

As Weiss dropped to her knees and began obligingly working her hips, Yang turned, "Weiss, are you-," Her eyes widened at the sight of the two tentacles penetrating her teammate, and her jaw fell open. She might've made a snide remark about how Weiss didn't want to have sex with her, but tentacles were somehow fine, but it died on her lips as she traced the tentacles upward to their source… directly over her own head… "O-oh no… Nu-uh…"

The huge Ursula suspended in the ceiling above them however, cared little and less for Yang's opinion. All it cared about was that her Aura was vibrant, and her womb was demonstrably fertile. Releasing its hold on the pipes and joists by which it held itself aloft, the beast crashed down through the ceiling and used all of its free tendrils to bind itself onto Yang's body, and an instant later it was tearing her blouse off, swiftly followed by her yellow striped panties. Yang flailed and tried to throw the beast's ponderous bulk off, but she lost balance and landed hard on her stomach, driving the wind from her lungs as she hit the floor. Yang was pinned under the huge writhing monstrosity, and judging by the way Weiss was moaning in ecstasy and unclasping her borrowed bra, she wasn't going to get any help…

Violate.

As the Ursula's voluptuous prey struggled, kicking, screaming, trying to crawl away in abject futility, the beast wrapped several tentacles around her torso to ensure that there could be no possibility of escape as it positioned itself over her lower body, wrenching her legs widely apart and preparing its first chosen mate to bear its young once more. It had grown strong in the last week, absorbing Aura prodigiously, it would sire a mighty brood this day.

"No! No! No please!" Yang begged, remembering the agony which had resulted last time, and sobbing, "I don't want it!" But Yang's pleas for mercy were ignored as the beast's two smallest tendrils wormed under its hulking mass where it sat astride the buxom and desperate Blonde's rear, pulling the lips of her pussy wide. "P-please…" Yang whimpered trying to push herself up, but only her upper torso could move, and so all she achieved was to jiggle her engorged breasts for the viewing pleasure of Weiss, who was busily massaging her own clit as the tentacles slithered deeper inside her, "Fuck me with anything else, just not- AAAA-AAAGH!"

The Ursula's whole amorphous body shuddered in predatory ecstasy as it extruded its great girth directly into Yang's stretched, but unprepared womanhood, exhorting in its victims screams of agony and terror as her most sacred place was once again defiled by the colossal black phallus. It reveled in the sensation of its monstrous girth stretching Yang's insides so far that she felt as though it would tear her apart, and with maliciously slow precision it sheathed more and more of itself inside until it reached her cervix, and then the hateful black shaft went utterly rigid. As a final, demeaning touch, the great creature drove nearly a foot of one of its lesser tendrils into Yang's shapely ass, eliciting another incoherent cry of agony and pleasure.

Breed.

In a single lurching motion, the Ursula's whole mass leaned back, much of its hardened shaft pulling out of its unwilling mate's sex, the calm before the storm. It would not so easily relinquish such a valuable prize – no, it was goin to rape her long, and rape her hard – claim her, fuck her, dominate her, for hours until she was reduced to its plaything, body and soul. It was going to break her, and so without the slightest hesitation or qualm, it lurched forward again, ramming its tremendous cock home into Yang's pussy, and her screams did not disappoint.

As the Ursula's great hulking mass rode a screaming and thrashing Yang as though she were a barnyard animal, Weiss was in heaven… She had long since unzipped her skirt, leaving her naked as the day she was born as the two tendrils having her started an alternating rhythm, bouncing her up and down on her knees. Her engorged breasts jiggled and swayed with each thrust, and the once straight-laced Heiress to the Schnee Dust Company gloried in her debasement to this Grimm's common whore. First her pussy, then her ass, and then back to her pussy and it all felt so good as the pulsating lengths plowed her that she just wanted to scream herself, though in ecstasy, so she did.

"Y-Yang!" She cried jubilantly, clasping Yang's drooling face to her bosom, "I-I'm cumming!"

And so she did; Weiss Schnee's juices gushed onto the floor in a flood of sexual gratification, and the tentacles pulled out of Weiss as their master continued to rail the gasping Blonde. Momentarily satisfied, Weiss idly patted Yang's head before setting her back down, face-first in her puddle of cum as she shakily rose to her feet, the blaze in her womanhood yet to calm. Leaving Yang to whimper as the Ursula destroyed her pussy, Weiss staggered over to the windowsill parting the curtains, God I'm sweating… Maybe I'll just let in a breeze… Without a further thought for the consequences, Weiss opened the dorms window and sat down against the wall, lolling her head back on the sill and draping her arms outside to better let her stretch out and cool off, little considering that the Ursula wasn't finished with her yet… not even close…

Not about to waste the opportunity to claim so cooperative a victim, the Ursula shuddered again, extruding a second great serpentine member, this one not so enormous in girth as the first, but as large as the first had been when first it had claimed Yang. As she reclined there by the window in close-eyed repose, Weiss did not see the massive snaking shaft with designs on her still-dripping vagina. All the while the creature continued to work itself into Yang; it had come to inseminate them both, so there was no reason to wait.

"AAAHH-GGRRH… AAHG!" Weiss cried incoherently as the huge, ribbed insemination tentacle railed into her pussy like a freight train, instantly stretching her walls to the max and causing a little trickle of blood to dribble out of her womanhood from being so obscenely stretched all at once. The creature watched Weiss Schnee's once contentedly satisfied face instantly transmute into a mask of pain the more delicious because of the notes of pleasure which remained, producing an unwholesome wide-mouthed, smiling cringe as the giant member struck the Heiress's cervix and she was forced into a partial bridge with her upper back resting on the windowsill and her head hanging clear out the window, silver-white hair spilling downward like a waterfall. Weiss heard the gasps and saw the startled students below, milling about in the courtyard on their way to their classes, and dimly realized as some of the less scrupulous spectators began taking pictures that not only her face, but her heaving breasts were on full, shameless display for all who cared to look and see the girl's wantonness as sexual domination read plain on her face and she moaned in submissive bliss. Her sex was filled utterly beyond capacity, and it hurt, but every slightest little twitch and pulsation sent waves of exuberantly hedonistic pleasure through her to the point that it overcame the pain, and her moaning only intensified when it began to thrust.

It had them now. The larger female was powerless to resist and the smaller wasn't going to try, and so the Writhing black beast with red eyes opted to take its time. Weiss, however, was not content with that arrangement; she wanted to cum again, and she wanted to cum now. Recalling what she' had done during her first pleasurable encounter, Weiss lazily flicked her wrist, bathing the whole dorm in the light of a red-orange clockwork glyph, "Get ready Yang~" she giggled in a slightly unhinged manner, before flicking her wrist and triggering the hyper-accelerating glyph. Yang screamed and cried as the utterly massive Grimm cock inside her suddenly savaged her with the force and rapidity of a jackhammer, and Weiss fared little better, save that she enjoyed it more.

"Oh fuck… Fuck, fuck, fuck FUCK YES, FUCK ME!" Weiss bellowed for the benefit of a broad audience of her peers outside the window, "I WANT IT!"

And she got it; precisely as she shouted the words at the top of her lungs, the Ursula undulated and contracted its mass for a moment, squeezing two huge bulges down its insemination tentacles and directly into Weiss and Yang's pussies. The giant shot of sticky white Grimm cum filled Weiss's womb instantly, swiftly overflowing her folds and spilling back out onto the floor, and as Yang was pumped full, the Ursula finally clambered off of her with its tentacles, leaving the excess white sludge to ooze from her wretchedly stretched pussy, leaving her to shiver and shake on the floor.

"Oh God…" Weiss gasped as she slumped back into a sitting position on the floor, her legs spread wide as the cum seeped from her vagina, "T-that was… " She couldn't even finish the sentence, instead simply punctuating her statement with a sexual moan. Yet Weiss still wanted more – it had hurt, granted, and when she came down from this she'd probably be mortified at having been put on display like that, but right now all she wanted was some way to fee the fire in her core…. Crawling over to Yang, rolling the brawler onto her back and totally heedless of the huge cephalopod Grimm watching them from the corner of the room, Weiss shook the brawler, "Yang…"

"Whoa Princess…" Yang drawled lazily, "You get really horny…"

"Oh just shut up…" Weiss breathed heavily. "You wanted to fuck me? Now's your chance…"

When Yang failed to immediately take her though, a frustrated Weiss began grinding herself against the brawler's muscular thigh, smearing her in the Ursula's excess cum as she did so. Weiss's knee steadily rubbed up against Yang's entrance, slowly getting a pleasured groan to rise from the plundered Blonde's lips.

"Come on Yang…" Weiss urged, shifting position to entwine their legs, "Fuck me!"

Even in her condition, Yang was never one to back down from a challenge, and as her Semblance kicked in she bucked her hips with renewed strength and vigor. Weiss yelped in surprised pleasure as Yang finally started getting into it, but she didn't stop; rather, she let a long, slow moan slip past her lips as the two began scissoring, their entrances grinding together and thighs constantly rubbing over each other's clit. Yang was like a machine, and Weiss was hard-pressed working her hips and thighs to keep up, the lust smoldering inside her as they grew more and more intense, until…

"YANG!"

Weiss's eyes rolled back in her head as she flopped down on the floor, her orgasm spraying all over Yang, but the Blonde didn't stop, even as both of their stomachs began to swell. Yang grabbed the limp Heiress and pulled her back up to a kneeling position, slamming her lips to Weiss's and forcing her tongue into Weiss's dazedly yielding mouth. With one Hand, Yang groped and fondled Weiss's swollen breast, causing milk to dribble from the nipple. Weiss was complete putty in her hands, and even in her lusty haze, Yang loved it.

Meanwhile, the Ursula watched as it's two mates fell on each other with careless abandon, bodies heaving and undulating against one another as its offspring rapidly grew within them. For the time being at least, it was content to watch them pleasure each other, the larger of the two caressing the enlarged womb of the smaller, her own bloated abdomen pressed close. Both had nearly come to term, and as their bodies shook with the contractions, they collapsed upon one another, legs spreading as they used each other for support.

Weiss buried her face in Yang's huge, sumptuous cleavage as she trembled, feeling the Grimmlings inside her begin writhing and struggling with each other to be birthed. She cried out, and Yang groaned as both of their bodies convulsed, and they only just managed to stay on their widely spread knees by throwing their arms around each other for stability. She could feel it… They were coming… coming… COMING!

"Ggg-ahh!" Weiss cried as she pushed… pushed… pushed until all at once, three baby Ursula spilled to the floor from her vagina, and then a forth followed not long afterward, swiftly joined by Yang's brood of three, "G-God…" she gasped, "T-that was… just.. Fuck yes…"

Yang just pushed Weiss back down onto her back and took hold of each of the Heiress's thoroughly engorged and full breasts, "Just shut up so I can suck you, kay?" Yang breathed, licking her lips as she tried to decide between Weiss's left and right nipple; both looked so pert and inviting, but she ultimately settled on the right.

'Oh God!" Weiss inhaled sharply and Yang's lips closed around her nipple and sucked. All their Grimmling babies skittered around and made for the vents and Yang held Weiss down and guzzled her milk, and as the Heiress basked in the sensation flowing through her body from her nipple, Weiss elected to return the favor twofold. First stroking the great heaving melons on Yang's chest, before grabbing both of the brawler's nipples between her thumbs and forefingers, and she squeezed, and yanked, milking Yang like a common dairy cow. Yang whimpered as she switched from Weiss's right breast to the left, the Heiress's dainty fingers sent ripples of pleasure through her and milked her down, but she didn't let it stop her from drinking at Weiss Schnee's teat.

The Ursula, for its part, was done waiting, it meant to claim its mates again, and reached out two thick, muscular tendrils to wrap about the more voluptuous mate's thighs, abruptly dragging her back toward it. She shouted in surprise as it drew her close, and she tried to fight, to escape, but it would not abide resistance. In aid of subduing its conquest, the Ursula bound her with the bulk of its tendrils, pinning her back to its amorphous black mass and binding her limbs back with two thick, pulsating tendrils apiece. Violate.

"N-no! No!" Yang screamed in terror, all her strength useless as the first great throbbing member began extruding from the Ursula's body again, "You already-, I can't do it again!"

But Yang's comfort was inconsequential to the beast as her body jerked and shook in futility, all that mattered was that it's member was slowly extruding directly into her pussy. Yang shrieked in agony through clenched teeth as the ribbed member forced its way all the way in. For a moment, she thought it would stop at her cervix and begin thrusting, but it didn't; it kept on pushing… Unknown to Yang, it was actually her struggling that brought this new brutality down on her, as the Ursula meant to punish her for resisting, and suddenly her cervix was forced open and the length slammed up into her uterus, visibly stretching her naked stomach. Only then did the huge Grimm member begin thrusting…

As Yang took the prodigious shaft, helpless to escape, a glassy-eyed Weiss looked on in envious awe. Yang was being filled so completely that Weiss shivered just looking at her, and she wanted the same – needed the same – and she knew that her lust-addled fantasy could be given form. Breathing heavily and gazing longingly at the tendrils not occupied in pinning Yang down for her second impregnation, Weiss made up her mind. Bracing her back against her bed and getting onto her knees, Weiss briefly wondered if the Ursula had always had so many tentacles, but she didn't really care – more for her, right? – and resolving not to worry about it, she spread her legs like the good little slut that she was… "Come and get me~"

Seeing the fair-haired one spread herself in eager invitation, the Ursula obliged, re-extruding its second insemination tendril, and reached for her with three of its unoccupied tentacles. She quivered and moaned in bliss as it entered her again, and though she cried out when it forced its way into her womb, she did not resist as the larger mate had. Almost lovingly she stroked the sudden bulge in her stomach; for Weiss, the feeling of being so completely filled was ecstasy unparalleled, but then the other tendrils reached her, and she was force to reevaluate the heights of pleasure possible to her as one of the lesser tendrils wriggled its way into her ass. Her hips bucked wildly with every thrust, her breasts bouncing and swaying, spurting breastmilk as she groped and kneaded herself, and her conscious mind nearly melted away.

"F-fuck!" She squealed in orgasmic delight, "Isn't this just- GAH! – Amazing!?"

Yang could just watch as her sister's partner so giddily whored herself to the tentacles, her stomach stretching and relaxing dramatically in time with the hammering into her pussy. She was loving this, and Yang… Yang's mind was starting to cloud to such a point that she might be starting to enjoy getting raped by this huge shaft too…

The Ursula shuddered and contracted again, and a flood of hot white cum spewed into Yang's grossly stretched snatch and sent a bulge down the inseminating member plowing Weiss as well. When the bulge hit her pussy, Weiss convulsed, doubling over and catching herself on her hands and knees as the tentacles pulled out of her and the great shaft withdrew from Yang's pussy, though she remained fully bound, and a smaller tendril plunged into the brawler's ass to compensate for the vacancy in her snatch.

"Not again…" Yang whimpered, having still yet to grasp that she wouldn't be going free any time soon.

"It's okay Yang…" Weiss cooed, crawling over, "Just let it happen…"

"Wei-EIS!" Yang gasped as the fencer took a long, slow lick of her entrance, and then began eating her out, "W-what are you do-OOOH!"

Weiss's tongue traced wet, pleasurable circles in Yang's insides, setting her heart hammering, juices dribbling from her entrance as she lapped up the Grimm's cum that oozed from Yang's pussy, making it very easy to tune out the knots in her stomach and the swelling. Even as Weiss took her orally though, Yang was bombarded by still more pleasure as two tendrils prodding her nipples. They squeezed, they pulled, and then pushed onto her stiff peaks, depressing them into the engorged flesh of her breasts, almost like they were inside her breasts, causing milk to flood down over her body. Weiss, meanwhile, used her thumbs and forefingers to spread Yang's folds wide, allowing her to probe as deeply as possible with her tongue, never ceasing in her ministrations until her stomach reached the size of a prize-winning melon, and her cervix contracted again.

Weiss doubled over under Yang's forcibly spread legs, pillowing her head in the crook of her arm as her tongue lolled out, but her rear remained aloft by her knees, and she moaned in pleasure as the first Grimmling of this brood crawled out and her stomach receded just so that it was no longer pressed to the floor. As Weiss's second slimy Grimmling child issued from her pussy though, Yang groaned and pushed, and all in one group, three Grimmlings spilled out of her vagina, landing on top of Weiss as her third and last of this brood crawled out of her as well.

"Are we…?" Yang gasped, still pinned, "Are we done…?"

Yang's question was rather promptly answered as the Grimm's huge shaft began fucking her again.

Several hours later, Yang was on her back, unconscious and spread eagle as the Ursula pumped her full of cum for the last time. Weiss was upside-down, her upper back and head down on the floorboards, but her rear was raised to the ceiling propped up against her bed, and two tendrils held her legs spread wide as she, too, was inseminated for what the barely-conscious Heiress could have sworn was the eighteenth time… She was utterly spent. Her breasts were so full that they sprayed breastmilk from her nipples like fountains, even without being touched, and she was in paradise… Yang wasn't even awake anymore to experience as five more Grimmlings issued from her pussy, but Weiss cooed maternally as her upturned belly reached the size of a beach ball and the first tentacle of this last brood emerged from her lower lips and a total of four newborn Ursula crawled out of her. Finally satisfied with its new brood, the mighty Ursula released Weiss and heaved itself back up into the ceiling, leaving the two members of Team RWBY collapsed on the floor in huge puddles of sweat, saliva, and cum as they faded from consciousness…

Well then… that… was intense… As you've probably noticed, I decided to jump the gun a bit by working the monster PoV into this chapter in part; figured I'd trim the tie on the post Freezerburn chapter vote. That said, since, through PMs and reviews, I've gotten six votes each for Weiss, Yang, and Blake to get mobbed, I've decided that instead of having just one – particularly in light of this chapter's truly MASSIVE spike in Grimmling population, we might as well make it a party, to wit, all three will get mobbed, and I might be persuaded to include additional characters if you really want… that said, Weiss especially is going to need a break before moving onto Monochrome after that, so now's the time to suggest/request a post mob chapter! I've got a few new OCs that have recently been volunteered, so they're options, but I'm open to other suggestions as well.