Serra Lansel wiped that little bit of persistent sweat from her brow as she returned to her dorm after her last class of the day; combat practices. That Mercury guy could really put a girl through her paces… Jean Arc on the other hand... not so much… Though she does make a cute girl…

She heard one of her teammates in the shower, but they all took forever in there, so she might as well be alone, as she stepped out of her boots, leaving them at the foot of her bed. All of her teammates had been a considerable measure longer in the shower since that Rose girl had raped them last week, as if an extra half hour in the shower every day could scrub away the 'dirty feeling' of having been impregnated with and giving birth to fucking tentacle Grimms, but on reflection, Serra herself was surprisingly little bothered by it; she didn't necessarily consider herself a hedonist, but sex felt good, right? And even the pregnancy had kind of been a rush – she wasn't quite sure what exactly was going on at this school, but if it felt that good she wasn't about to complain. As she dropped her sienna fatigues and undid her similarly colored corset, she let her white blouse hang free, not quite covering her copper-brown panties, carefully matched with her bra and hair. She was in a mood where she'd probably welcome one of those Ursulas – or whatever they were called – right now; she always needed a little something after a good fight… or at any given time really. She wasn't picky.

In her two years at Beacon, Serra had made a point of being available to any of her female Faunus classmates that found themselves in heat, and had never been one to turn down a good time if one of her male classmates had offered. The Faunus liked her just fine, mostly because they just really needed to get fucked and were less particular as to the 'how,' but the guys… suffice to say that Serra Lansel had only had one repeat male caller – and he was nice, but he graduated… More often though, Serra had to provide for her own satisfaction – and that was fine too; didn't have to worry about anyone but herself that way…

One by one, Serra unbuttoned her blouse starting from the top and working her way down, unveiling more of her sizable bust and then smooth, but toned stomach with each. Soon enough, her blouse hung freely open, and she lay down on her bed, her ample bust on full display for none but her own pleasure as the sides of her button down top fell to either side…

"God I love being hot…" Serra whispered to herself, not without justification, as she slipped her hands under the cups of her bra. There was that Xiao Long chick… Nikos… and Schnee who were probably bigger attention-getters than she was, but she was pretty damned sure that she got the most action, and that was how she liked it… even if she did have a way of scaring partners away… "Someone always wants some…"

She felt herself begin to dribble a bit from the nipples as she squeezed and kneaded her breasts, but with the exception of that tentacle in class earlier, she hadn't really done much with her tits since getting pregnant, and there wasn't all that much left to squeeze out by now. It was almost a disappointment really; it was kinda kinky, but it wasn't like she needed the extra size, and she was still stupidly sensitive, which was all that really mattered. She moaned softly in self-induced pleasure as she felt her panties starting to dampen, and before long, the fire she was lighting twixt her legs demanded something a little more…

One hand still firmly grasping her right breast, she reached over to where she had set her weapon aside – segmenting Dust-infused spear Lancelot - to draw it to herself. She clutched its shaft to her body, wrapping one bare, full leg over it as she put it between her legs. With a lustful moan, she began grinding herself against it, waves of pleasure emanating from her weapon through her clit to the rest of her body.

"Oh fuck…" She cooed, "That's right…"

Yet as the heat pooled in the pit of her stomach, Serra wanted more, and so she ran her aura through the shaft of her spear, causing the inlaid red Dust crystals to glimmer to life and began to heat up. Clenching her thighs about the lower segments of her spear, she twisted the upper two-thirds, separating them but for the chain that bound the links, and allowing her to squeeze the lower length of her weapon against her folds through her panties. Taking hold of this lower section, she more vigorously began to pleasure herself, sensually licking the spearhead until her aura control lapsed for just and instant, and the smoldering heat pressing against the lips of her pussy intensified, and her back arched in orgasm, the literal heat that had surged through her leaving her glistening with sweat. As she came, utterly drenching her panties, she jerked her weapon sharply down, inadvertently cutting open her D-cup bra at the front and nicking her sensitive breast near the peak.

"OH SHIT!" She cried, but it had felt so good…

Her ruined bra slipped from her breasts to either side as she breathed heavily, chest heaving, and she allowed the Dust to flicker out again. She wasn't particularly upset though, because she always bought relatively cheap lingerie – she preferred it when a lover ripped it off anyway – and she was far more captivated by the little drops of blood on the swell of her right breast… Licking her lips, Serra reached up to clutch her bosom and lifted it to her lips, licking the crimson trickle from her peak before her aura patched the nick, reveling in the sensation of her tongue slicked over her own breast. The twinge of iron on her tongue bore no small reminiscence to her spearhead, and she loved it – both the way it stung just a little bit and the way that it set her peaks stiff and erect.

Serra's sensual daze was abruptly shattered by a piercing scream from the bathroom. Miku? Serra leapt from her bed with a start, she didn't bother to right her clothes, simply letting her open blouse hand open baring her cleavage in full as she hurried to her partner's aid, failing to notice how the bathroom door was opened when it previously hadn't been. Once inside, Serra's eyes went wide with shock.

Miku's screams had fallen silent, though not from an abatement of the distress – rather, because her mouth had been filled with a glistening black tendril, muffling her frantic struggling complaints. Still more tendrils bound around Miku Sakura's legs, prying them wide open, and the pink-haired archer's arms had been bound behind her back even as she was pinned to the wall several feet up from the floor. Miku's eye bulged in wide-eyed distress as the creature plunged still another pulsating tendril into her supple ass, causing her nubile body to convulse in shock and revulsion in time for the tentacle in her mouth to pull out, allowing her to splutter and cry out as her fine ass was raped.
"HELP!" Miku screamed seeing Serra as the tentacle formerly occupying her mouth drew lower, pulling a string of saliva and viscous aphrodisiac coating with it as it dipped, though Miku was clearly not feeling particularly subdued as yet, "S-Serra! H-help! I don't want to lose my virginity to this… THING!"

Her plea had leapt several octaves as a third tendril ensconced itself in her rear, and Serra drew close. She saw the creature's member as angling for Miku's maidenhood, and seeking to spare her partner what she most resented, Serra took hold of it with a firm hand, clenching her fist about it, and clenched until a shuddering squeal sounded from the bathtub and the member withdrew. Serra allowed her to relax just so as she drew nearer to Miku where she was affixed squirming to the wall, the violation in her ass persistent, and Serra placed her hand gently on her partner's virgin pussy.

"Shhhh..." Serra cooed sympathetically, "I won't let this thing have that… But this will hurt a little, okay?"

Miku's eyes were wide with a peculiar mix of fear and gratitude, and she offered a faintest nod of acknowledgement. Acknowledging the understanding, Serra nodded in turn, and after a breath, she plunged three fingers inside. The smaller, flat-chested girl's body spasmed as Serra's three fingers punctured her maidenhood, whimpering slightly at the pain and the pleasure as her partner pumped her fingers in and out faster and faster, and as Serra brought the virgin to her very first orgasm she cried out in ecstasy, no longer concerned with the tendrils of violation which had befallen her.

The tender ministrations were interrupted when Serra felt herself violated – at first just a slimy flick over the outermost folds of her entrance, sweeping aside the dampened fabric of her panties, but then swiftly followed by a fist-sized column of ribbed undulation – and the lancer staggered. As the creature gradually lowered Miku's dazed form to the floor, Serra turned to face the greater mass of its body, entrenched within their bathtub, and in so doing lifted a foot and stomped on the tendril that had taken it upon itself to fuck her uninvited. There was another unearthly protesting squeal, and the force of her foot falling upon it had wrenched the tentacle back out of her pussy, making her shudder with pleasure but not quite weakening her in the knees. When finally she removed her foot ,the creature all at once withdrew its greatest member and hauled itself out of the tub, slithering and groping its way for the exit, unaccustomed to taking victims except by ambush, and Serra chuckled contemptuously as she swaggered after it out into the main dorm room.

"What? Scared?" She mocked, planting her foot squarely on a straggling tentacle again as she stepped past the bathroom threshold, "Good… You've been a very bad boy…" She made a very deliberate point of treading on its tentacles all the way as she closed in, holding it to the spot, until at last she reached it, and pressed down with the bare sole of her foot onto its amorphous, almost jelly-like body, "And now I'm going to teach you a lesson…"

It felt slimy and grotesque under her foot, and as she wriggled her toes against its flesh, it gave, almost submissively… Yet the creature itself seemed to have other ideas, shuddering in protest, reaching back with its tendril-like limbs as though to pry her off, but in her right hand she caught two and in her left three, and with a sadistic smirk, she yanked back on them even as she dropped to one knee on the monstrosity's slimy black body, "Time to learn how to treat a girl…"

"Lesson one…" Seductively, she licked one of the tentacles in her right hand before purring, "Always be gentle…" she said even as she dug her knee into the creature's gelatinous mass to elicit its incoherent protestations of agony, "Unless she says she likes it rough…"

Yet even as Serra so violently abused the Ursula, with one of its sparse free tentacles it reached up behind her, searching for purchase, first slapping wetly against her tramp stamp under her loosened, opened blouse and then bend down to wriggle between the small of her back and the waistband of her panties. It quickly slicked down between her buttocks and legs, back up her front, teasing her folds causing the lusty dom to tremble a bit in pleasure before the tentacle tore down, ripping her article clean from her hips and exposing her shaven pussy. Next she knew, the wriggling member was inside her, and it was so much better than any fingers or cock she'd ever had…

"Ooohhhh…" Serra moaned as she let the thing have her pussy and slowly began bucking her hips, "That's goooood…" She pressed her body against her captive's undulating mass, feeling her breasts and the yielding mass press together, "Cause lesson two is to give the lady what she wants…"

Serra shivered with pleasure as the length wriggled deeper inside her, its pulsating girth filling her snugly though not overly stretching her walls. Her breathing grew shaky as the heat pooled in her stomach again, building, building, BUILDING!

"OH FUCK!" Serra's back arched as she came harder than she could ever remember having done so before. She nearly lost sight of her purpose then and there… but not quite, As soon as she recovered herself, she used the tentacles in her grasp to wrest the thing into an upended position , whereupon she straddled it, beginning to grind herself against it's softly ridged underside near the sealed orifice from whence its insemination tendril would extrude. She had found a wonderfully pleasurable spot against which to rub her folds as the disoriented creature's tendrils flailed in an attempt to right itself, and she bent down towards its front, walking two fingers up its underside before sensually whispering, "That was good… but lesson three is to always ask permission…"

Yet she continued to grind against it, feeling afterglow transitioning smoothly into fresh arousal which trickled from her entrance onto the creature's slick black flesh, pleasuring her entrance and clit by turns, and momentarily trusting its subdued nature, she finally stripped off her open blouse and cast it aside, "Now…" she whispered, leaning close again, "Since you're being such a good boy, I think maybe you deserve a reward..."

As if in eager suggestion, the Ursula's lower orifice parted, and out from it began to extrude several feet of its ribbed black member, slipping pleasingly over her clit as its fleshy, bulbous head rose to nuzzle her face. Serra licked her lips, then the member itself, before cupping the undersides of her breasts in each hand. Eager for its own gratification, the creature fitted its member between her sumptuous breasts and began to work itself up and down as she squeezed her mounds together to pleasure it as it pleasured her. Slowly gyrating her hips as she continued to tit-fuck the abomination, Serra first moaned, then found her mouth filled by the head of the pulsating member, which she greedily began to suck. She worked her breasts together vigorously, up and down, up and down, pressing tightly around the ribbed member of her submissive little monstrosity, and feeling herself getting hotter again as her bestial partner intensified his thrusting between her soft and obliging tits until it shuddered beneath her, pumping a bulge up through its length and plunging between her tight cleavage to erupt into her mouth.

Serra nearly gagged as what had to be a pint of raw cum spewed into her mouth and down her throat, settling in her stomach as she was force to swallow. When the tentacle withdrew from her mouth, she, like Miku had, let out a spluttering cough and stumbled off of the creature and onto her knees, and before she realized what was happening, the scenario had been reversed. Both her arms were suddenly bound and pulled back behind her and she was forced by more tentacles to bend over, her eyes going wide.

Now she was the sub.

Serra Lansel than yelped and cried out in a perverse mix of pain and bliss as her shapely, curvaceous ass was whipped by the slimy tendrils. The vengeful black tentacles wailed upon her supple skin, sending a fire through her body and leaving welts on her otherwise perfect skin. It was humiliation, debasing, dehumanizing, the way that it physically abused her… and she loved it… By ten lashes arousal had begun to seep from her pussy. By fifteen, it streamed, and by twenty…

"OH FUCK YES!" She wailed, "Whip me! Beat me! I've been such a BAD GIRL!" Her back arched, and she came merely from the demeaning abuse, but before she had come down from the experience, a tentacle entered her pussy. "Oh God!" she screamed as a second tendril joined its brother, "Fuck me MORE!" And a third, each wriggling and plunging into her at once… By the time the fourth tendril hit, she was bent forward, her face and breasts pressed to the floorboards as she whimpered and moaned in overwhelming pain and hedonistic pleasure when the tentacles all pulled her open in opposing directions. Her pussy was held wide as a yawning chasm as her eyes rolled back in her head, only for her face to screw up as the creatures great, fist-sized member forced its way into the yawning maw of her pussy.

"Yes! Yes! I want it! I need it! PUNISH ME!" She screamed as the fucking reached a fever pitch, whereupon the great tendril abruptly pulled out of her pussy and then plunged back into her ass this time, just before the hot jet of cum exploded from its head, filling her insides, and she was yanked up to an upright kneeling position as two, three, four jets of cum sprayed into her ass and arousal very nearly rained from the yawning opening of her pussy. Then, lifted by the arms and by the pounding in her ass, Serra was hefted from the floor and then bodily hurled across the room and against the wall at the side of her bed.

Serra's head swam as the cum gushed from her ass and arousal flowed from her pussy more freely than she'd ever experienced, and when next she had her wits, the lumbering form of the Ursula was before her pleasurably bruised body on the bed, raising another tentacle to whip her again.

She whimpered in ecstasy as her breasts now were struck with blow after blow; the creature's punishment for fighting back. It struck her hard – so hard that lactation dribbled from her nipples at the force, and all she could muster in response were wanton moans as the Ursula's tentacles spread her legs, pressing her back so that her knees were practically pressed into her breasts, so doubled over was she as it mounted her bodily and extruded its member again, directly into her pussy. It fucked her, raped her, plowed her not-so-virgin soil as its great black mass lurched forward and back, its member reaching deeper inside her with every thrust. She wasn't human anymore – she was the cephalopod Grimm's bitch, and it would fuck her to its own satisfaction accordingly. Her feet flailed wildly as the raping intensified, even as she had begun to lose feeling in her legs. She squeaked pathetically as the tentacle inside her punched past her cervix and, between her numb legs, so unnaturally folded against her upper body, a sizable rhythmic bulge formed in her stomach. It was like the way some of the Faunus girls got at their most heat-addled intensity – only the intensity was devoted to domination rather than enticement, and dimly Serra realized that she was about to be a mother again.

She had no concept of how long it had fucked her there, and the number of times that it had driven her to orgasm as well. Her mind was very nearly numbed by the constant ecstasy and degradation when the first bulge of the Ursula's cum gushed into her womb, and as the fucking did not cease even then, it pulled her down from the wall and laid her down on the bed, wresting its mass onto her now upraised under-thighs and ass propped up by a few ordinary tendrils as the main member continued to fuck her vagina as it had previously had its way with her breasts ass, and even the self-same womanhood mere moments before, she mindlessly gloried in the plunder, rape, domination of her most sacred place as more and more and more of the Grimms seed filled her womb even as the first load began to shift and form the creatures eldritch young within her, but still more and more cum was made to fill her by the moment. Even her arms were numb now as she felt no less than a half dozen of the little Grimmlings wriggling inside her, held within her womb by their father's colossal manhood, until finally, suddenly, it tore itself from her and began to crawl away.

The voluptuous brunette screamed as, at that exact moment, the huge excess of the Grimms hot white seed geysered out of her pussy, followed by seven Grimmlings spurting forth from her womb at high pressure, and then slowly, an eighth and ninth crawled out of her womanhood as her body flopped slackened on her soiled bedspread. Her chest heaved as she lay there, her eyes wide, though in a haze, and a smoldering blaze between her legs, she dimly heard a scream from the bathroom and then, at some length, Miku's wet, unsteady steps sounded from the bathroom, but Serra didn't look to see her naked partner – she was much to affixed upon her own nakedness and the way she had been so completely made the possession of the Grimm's lust. It was only when Miku clambered onto Serra's bed that the spear-fighter glanced languidly her way, whereupon her eyes shot wide afresh, though she couldn't muster any force of reaction.

H-how did Miku get a cock? She mused as the unnaturally red-eyed Miku spread her legs, lining up her twitching, borrowed member with Serra's pussy and then thrusting inside. Serra Lansel didn't have the energy to turn it around – all she could do was lay there and let Miku fuck her, causing her freshly engorged and lactating breasts to jerk and jiggle with each slap of Miku's hips against her own.

So good…

Well how about that? A big thank-you to the readers who prefer to remain nameless who gave us Serra and Miku, and next time will be Penny! Penny the Cyborg… Because as funny as that scene in Chobits is, it wasn't really that sexy… At any rate, after that will either be Blake getting futa-raped by Leone LeConner from a few chapters back, Ruby, Weiss, and Yang getting teased & milked in the locker room (plus a certain other OC's fantasy coming true), or a considerably larger-than-grapefruit-sized Ursula attempting to take up residence inside somebody (I have an idea, but I am open to suggestions as to who anyway)… OR or, if you'd like a break from tentacles after Penny, I'm also entertaining the idea of a oneshot wherein Weiss gets raped by a Nevermore and, on the much tamer end of things, a continuation of 'A Harmless Fantasy' to which I'd also be open to suggestion as to who and how to feature next. As usual, do feel free to let me know which you'd prefer to see along with your thoughts on this chapter. Until next time, do continue to enjoy.