Blake was horny.

Not much of a surprise really; she had been almost nonstop for an entire week now, but that didn't dull the urge. She'd spent the better part of the day now looking for a very particular way to scratch that itch, but every time she thought she'd tracked one of the little Grimmlings down, it had skittered away or into a vent like it had better things to do. Eventually though, the lusty Faunus caught a break when, outside the CVFY dorm she saw one plop out of the vent and hit the floor momentarily dazed, and she sprang at the chance to grab the pleasurable little monster before it could escape. Her ears had perked up when she'd heard a rhythmic slapping noise, followed by Coco's sensual moaning "Velvet!" but when Blake tested the doorknob hopefully, and found that it was locked, her ears drooped and she headed back to the RWBY dorm; at least she still had her prize… When she arrived back outside the Team RWBY dorm, Blake glanced surreptitiously up and down the hall; she couldn't wait anymore…

Firmly grasping the little Ursula with one hand, its tentacles swaying and groping idly at the air and her wrist, Blake lifted her skirt. Ordinarily, she preferred her leggings, and avoided wearing skirts whenever she could, but having set out that morning with the explicit intention of getting herself raped, Blake had instead opted for her school uniform as she prowled the halls. When huge, throbbing tentacles failed to present themselves and pin her to the nearest wall to fuck her silly though, Blake had resolved to settle for what she could get, hence her current circumstances. Heart pounding with anticipation, Blake pulled her silky black panties down around her thighs and deposited the wriggling little Grimm onto the fine fabric stretched between her legs before taking a deep breath, and pulling her panties back up. The effect was instantaneous, and Blake's knees became jelly as the slimy creature pressed up against her folds, stretching the fabric of her panties as it wiggled at her surface, its tentacles stroking her clit. Blake's hands flew to caress the semi-solid bulge in her panties, working it back and forth to give her the most possible pleasure before her carnal instinct demanded satisfaction. In!

Squeezing her eyes shut in pleasure as she did so, Blake slowly began to push the creature's bulbous mass inside. Blake emitted a long, shuddering sigh as her guest stretched her insides, and by the time it was just halfway in she was already cumming. She could feel half of its tendrils squirming around in her dripping tightness, prodding at her cervix, whilst the other rained constant stimulation down on her lips and clit… Drawing in one final, sharp breath through clenched teeth, Blake finished it, forcing the whole thing inside, slumping to the hallway floor with a grunt and a grimace of pain as it squeezed through her cervix, but once it settled in her uterus, she let out a contented sigh.

"Oooh God yes…" She said between gasping breaths, "That's what we like…"

Shakily getting back to her feet, Blake fumbled to unlock the door and let herself in. All she wanted now was to strip naked and lay in bed while her passenger did what it did best. That plan was abruptly aborted, however, when Blake beheld the scene in the dorm.

The first thing she noticed was the creamy white form of Weiss Schnee, utterly bare but for the sweat and sex she was covered in. She lay on the floor, one leg draped up on her bed, the Heiress's eyes were heavily lidded, and her engorged chest rose and fell with her steady breathing as it glistened with a coating of milk. Blake's disbelieving eyes followed the splayed out trail of the Schnee Heiress's silvery hair to yet another arousing sight as well: Yang, face down on the floor, her toned, muscular back barred from full, tantalizing display only by the brawler's golden locks. Blake's widened eyes then tracked down her partner's naked body to her round, sumptuous buttocks, and the way her legs were spread, a little cum still oozing from her pussy. Blake swallowed.

"H-hey Blake…" Weiss waved languidly, "Y-you just missed the fun..."

Without a word, Blake unzipped her skirt and let it drop to the floor. Half asleep, Weiss watched as Blake undid most of the buttons of her shirt, partially exposing the Faunus's own swollen teats. Her breathing ragged now, Blake knelt between Yang's widely spread legs, and hesitantly, she pulled down on the front waistband of her panties, exposing her dripping sex to the world. She didn't care that Weiss was watching – hell, she had every intention of having her way with the Ice Princess soon enough – but right now all she could focus on was the pulsating cock emerging with painstaking slowness from her vagina, and Yang's beautiful, perfect ass…

Yang gave an unconscious grunt as Blake's tip penetrated her ass. The past hours had left her tight enough to elicit a shuddering groan of pleasure from Blake as she inserted herself ever further, but not so tight that Blake couldn't sheath herself to the hilt. Once fully ensconced in Yang's luscious ass, Blake began working her hips, thrusting, fucking – pounding – and she began to revel in the wet, slapping noise as her pelvis repeatedly struck Yang's cum-drenched thighs. Blake's hips bucked again and again, and she felt the pressure rise inside her until finally-

"Uuuuuhhh…" Blake felt herself squirt around the Grimmling's pulsating cock as it…she… Blake didn't know anymore… but whoever it was, it filled Yang's ass with cum, and sent a wave of satisfaction over Blake so intense that she instantly wanted more…

Lazily looking over to where Weiss was watching, Blake pulled out of yang, and she was still rock hard. Standing, Blake stepped out of her panties and slipped off her shirt, taking a step towards the weakened Heiress where she lay sprawled on the floor.

"Blake-,"

But Weiss wasn't allowed to finish. Blake dropped back onto her knees directly in front of her, grabbed Weiss by the hair, and plunged her throbbing black phallus into Weiss's mouth so deep that she gagged. Grasping Weiss's head by the temples, Blake forced her teammate to deep-throat her pulsating shaft, working the once-proud Heiress's head back and forth, back and forth, burying the shaft in the damp warmth of Weiss's mouth. Blake groaned in pleasure as, to her surprise, Weiss then closed er lips tightly around her shaft, now greedily sucking Blake's ribbed cock until Blake shuddered again, spewing hot seed down Weiss's throat.

Weis coughed, spitting up cum as she spluttered, "W-well aren't we horny-," Without a word so much as a lustful growl, Blake forced Weiss onto her back, taking a fistful of each of the Heiress's swollen breasts, thrusting her shaft between, "Oh God yes! Fuck my tits! Fuck my TITS!"

Greedily fondling the milky bosoms, Blake obliged, pinching Weiss's nipples as she did so. Blake heard Weiss's legs twitching and jerking behind her in involuntary response to the stimulation, and the Faunus grinned predatorily; she was driving Weiss crazy and she knew it. Blake intensified her fucking, squeezing the wanton Heiress's tits together around her shaft pushing her thumbs into Weiss's nipples, causing milk to spurt, "AAAAH! B-Blake!" Juices showered from Weiss's pussy before Blake made a final thrust into the tight space she had made of Weiss's cleavage and came again, her seed spraying all over Weiss's face.

"Turn over," Blake commanded in a husky voice as she got off of Weiss, "Now…" Nodding breathlessly, Weiss obediently turned over, lifting her rear and presenting herself to Blake, who caressed the pale girls spreading her buttocks, "What do you want?" Blake purred sensually.

"Come on Blake, don't make me-,"

"What. Do. You. Want?"

"ASS! ASS! FUCK ME IN THE ASS!" The Heiress's breath hitched as Blake slammed into her all at once, "G-Gah!"

Blake firmly grasped Weiss's hips and slammed the Heiress onto her ribbed black cock again and again ramming her member into Weiss's tight ass all the way to the base and gyrated her hips to work her shaft around inside, causing Weiss to moan loudly, rising and falling in pitch in time with Blake's undulating thrusts, "Come on Blake! Fuck me! Fill me! CUM INSIDE!"

Interpreting that as a challenge, Blake purred loudly and loosed another gush of hot white cum into her teammate's ass before pulling out to watch as the cum seeped from the fair-skinned girl's ass. As Weiss collapsed onto the floor, Yang groaned, and Blake's attention instantly snapped in her direction. The little Grimmling inside her was just as insatiable as she herself was and she didn't need much convincing to scramble back over to Yang as the voluptuous Blonde began to roll off her stomach. Blake tackled her partner in an instant frantically straddling her in a heat-addled frenzy to begin tit-fucking her before Yang had the chance to say 'no.' A dull, half-conscious moan droned from Yang's mouth as Blake's pelvis slapped against her tremendous bust. Yang was slowly coming to, and then and there Blake resolved to go all the way before her partner acquired the presence of mind to object.

Unknown to Blake as she positioned herself to fuck her partner senseless though, there were a great many small creatures wriggling about in the ducts, and the first few of many were entering the room through the vents and skittering towards Blake from behind. It was precisely when Blake had lined the bulbous head of her twitching shaft up just inside Yang's folds that the first Grimmling reached her. Blake's reddened eyes shot wide as the creature's tendrils stretched her lower lips wide, irrespective of the member already protruding from her core, and she collapse on top of Yang in a moaning mess as the creature heaved itself inside her as well to join its brother. It didn't stop there though – her cock abruptly receded, to her initial disappointment, but she hadn't long to brood on that as a third little Ursula began burrowing into her pussy. Blake grunted, her face contorting in mixed pleasure and severe discomfort as the Grimmlings kept on coming; four… five… six… SEVEN!

"Oh God…" Blake whimpered as her womb was grotesquely stretched by the invading mass of writhing Grimmlings. She was so much bigger than she'd been even when Yang had impregnated her, and feeling weak, she rolled off of Yang to land on her back, hugely swollen and undulating facing the ceiling, "Oh fuck, oh fuck OH FUCK!"

But the Grimmlings kept coming. Even when the ninth one couldn't get past her cervix because her womb was already so full, the wave of little Ursula broke over her naked body like a flood. First two, then three and four grappled onto her inner thighs and began extruding their members into her already stretched and congested pussy to fuck her more conventionally, and soon her entire lower body was lost under the squirming mass of little tentacles sweeping steadily further up her form. Blake felt the tentacles force her hands to close around several more extruding members, making her give the squirming owners a tentacle hand-job, but she was much more preoccupied with the dozen or so members wriggling in and around her birth canal from inside and out. Her lips parted to moan uncontrollably, but before any sound came out, three more little Ursula had suckered onto her face, forcing their members down her throat. No less than four Ursula were affixed to each of her breasts, and she had no way of counting all the tentacles rubbing or squeezing between her cleavage, and when tiny little tendrils began probing her cat ears, Blake utterly lost it, her own juices now mingling with the veritable flood of Grimmling cum which had begun to flow from her womanhood like a thick white river. Her entire body was covered in tentacles. The Grimmlings that couldn't have any of her holes fought each other to fuck the spaces between her fingers and toes, her ears, one even tried to extrude its ribbed length into her naval, and Blake gave a choked yelp of pain and surprise as a runt of the litter crawled into her ass swiftly chased inside by three of its larger brother's squirming lengths.

As the number of Grimmlings that could possibly fuck Blake reached a point of saturation, the huge – and growing - excess began to seek another to lay claim to, and Weiss was only too happy to oblige, spreading her legs as she sat up against the side of her bed, "Come to mama!"

The legion of baby Ursula fell on the fencer in an instant, giving their eager mother cause to squeal as several of them wriggled under her lips for a shot at her ass before the precession of their brothers began their progress back into the womb from whence mere hours earlier they had been birthed. Still others clambered up her body to squeeze and constrict her breasts, tightening their grip and relaxing in alternating turns about her left and right, sending mother's milk spurting from each nipple when its respective mound was groped in earnest.

"Mama's always here-," Weiss cooed, before one of mama's little boys wrapped its tentacles around her face and extended its insemination tendril down her throat. Weiss felt pregnant all over again, only this time, her babies weren't coming out, but going in, until no more could fit inside and she could barely see her feet past her massively bloated abdomen. A half dozen little insemination tendrils then burst forth from her pussy slipping in and out and all over each other until they spewed cum back onto the floor. Willing as she was to provide her brood with as many more brothers as they wanted, Weiss would not be so beset as Blake; no, the rest of the horde had designs on their other mother figure in the room…

Yang's breath came fast and shallow as she shook her head and tried to back away from the approaching swarm of Grimmlings. She didn't want this again. Maybe it was selfish of her when Blake and Weiss had already been filled so grossly that they looked like they would burst, but Yang didn't want to be raped again… Yet she didn't have the strength to run or put up a serious fight; she weakly kicked the first couple of squirming black creatures away, but twice as many quickly surged in to fill the void. As the first aberrant feelers brushed up against her folds, Yang grabbed the offending little monstrosity and threw it at Weiss – she liked the tentacles so much, she could have them – but it was no use; a split second later, literally dozens of tentacles were suckering onto her clit, and the buxom brawler yelped in defeat as the first of many little Grimms wriggled its way into her pussy. It didn't take long for a handful of tendrils to plunge into her ass, already lubricated as it was with Blake's cum, and Yang's will gave out, and she collapsed again, letting the slimy tendrils wash over her skin everywhere, and the little monsters to invade her body.

When Ruby opened the door a short time later, her jaw hit the floor. Blake was spread-eagle on the floor, getting ass-fucked and tit-fucked and every other kind of fucked imaginable. Yang was on her side, taking it orally and from eight or nine different Grimmlings between her ass and pussy. And then Weiss… moaning in delight and spurting fountains of milk…. What all three had in common though was a stomach swollen so massively that Ruby probably could have curled up and fit inside, along with the rivers of cum pouring from each of their pussies, all collecting in a common lake of the sludge in the middle of the floor. Perhaps most horrifying though was that, as soon as the door closed behind her, all the raping stopped, and scores of little bulbous black Grimmlings turned to look at her…

"I'm… back…" Ruby stammered witlessly.

And then the dam broke. All three of the reaper's teammates let out screams of agony and ecstasy as an avalanche of Grimmlings erupted from their vaginas, their limbs set flailing from overstimulation. Ruby panicked the instant she realized that every single one of the Ursula coming out of her girlfriend, her sister, and Blake were headed for her… Needless to say, Ruby Rose did not stick around…

Well how was that? I promised a mob scene, and I like to think that I delivered. In the meantime, there's going to be one chapter between this and the Monochrome chapter, involving either Blake (finally out of heat) getting pregnant in the middle of class, or Futa-Ruby going a little… very publicly nuts… Again, I will get to both concepts eventually, but for now, feel free to let me know which you'd like to see as the next chapter in reviews or PMs. Also, I'd like to take this opportunity to thank those of you who've generously donated your OC's to this little project (you know who you are) and would encourage anyone else who has an OC they'd like to see tentacle (or Futa) raped, or a round of consensual tentacle sex, to let me know; Mars needs women – or so the old movie goes, and it couldn't hurt to broaden our cast here so we have some extras to work with – or even stars of their own chapters if you want to help brainstorm or contribute a chapter outright. Until next time though, I do hope you continue to enjoy the fic.