Weiss's eyes fluttered open to see Ruby's still-sleeping face mere inches from her own. It was a good sight, and one she'd been getting used to – and it certainly went a long way to make up for her slight disappointment at not having been visited by one of the Ursula's tentacles in the night this time… Still, at least she had Ruby… and a very nice view… They'd only taken each other to bed wearing panties – Ruby's red and Weiss's a fair blue of course – though even that much had admittedly been a risk given their diminishing wardrobes and the Ursula's regard for clothes, but in any case, that meant Weiss had an undisrupted display of her younger girlfriend's gently rising and falling bosom…

Weiss licked her lips. At the most pronounced, Ruby's pregnancies and other Ursula-related experiences had swollen her ordinarily slight B-cup bust to a D, and even now, her having not been re-impregnated for a few days, and her bust beginning to shrink a bit again, she was still a respectable C, and Weiss loved it. As for herself, she'd last had the pleasure of bearing the Ursula's young more recently – and substantially more times besides – and though she was almost constantly mildly sore as a result, her own cup size hovered at an almost comically oversized D – to the point that her little elastic bandage strategy could no longer hide her rather substantial breast enhancement, though at least when fully dressed and thusly taped down, she looked attractively busty, rather than simply top-heavy… Still, as problems went, it was a good one to have, and she couldn't deny that she enjoyed the slightly hormonal rush that had become her moment-to-moment experience. If she had a real complaint, it was that the more she seemed to milk herself down to minimize her swollen size, the more milk she seemed to produce – and it replenished itself unbelievably fast… But that was enough thought about her teats…

Weiss glanced over to the other side of the room. Both Blake and Yang's bunks were empty – and the shower was running… Maybe just a few minutes…

That decided, Weiss quietly, carefully got onto her hands and knees and straddled Ruby. She spread her legs a little wider than was probably necessary and presented her backside as though to challenge any lurking tendrils to come and put her in her place, but when none answered the booty-call, Weiss contented herself with the pleasure before her instead, lowering her head to Ruby's still ample breast. She licked the peak first, causing Ruby to lightly murmur in her sleep, but not to wake even as her nipple stiffened more than it already had been. Ruby squirmed a bit in her lightening sleep as Weiss's lips closed around her right nipple, but the Heiress was determined to have this, and after a deep breath, she sucked.

Ruby's warm and sweet breastmilk flowed past Weiss's lips as she nursed herself at the teat, and she eagerly gulped it down with obvious relish. Ruby's milk was warm and sweet, and then and there Weiss resolved to have it all for herself. She opened her mouth more widely to take more of Ruby's peaks into her mouth. Ruby was beginning to squirm as Weiss switched nipples, leaving Ruby to drip from the first as the Heiress moved to the peak which she hadn't nearly drained of its sweet nectar, and when Weiss took a long, slow lick, Ruby finally awoke with a little giggle.

"W-Weiss! S-stop! That tickles!"

"You love it," Weiss retorted, unimpressed by the reaper's protestations, gently rolling Ruby's pert little nipple between her teeth.

"Oh God…" Ruby gasped, "T-that feels nice…"

A slight smirk on her lips as she wrapped them about Ruby's other nipple, Weiss not only sucked on it, but pulled as well, stretching the already impressive tit as she drank from it, and reveling in Ruby's pleasured little whimpers thinking something along the lines of 'I wonder what it would take to make her squeal…?'

She didn't have to wonder long; as soon as her supple breast wouldn't give any more, a pleasurably plaintive little whine mixed with her whimpers and her breathing came short and shallow. Moving one hand experimentally between Ruby's legs as she sucked the milk from her teat, it was with no small satisfaction that Weiss found that her adorable little girlfriend's panties were rapidly dampening. She was turned on – as if the whimpers and the way she'd clutched the sheets hadn't been proof enough already…

"You taste good…" Weiss whispered, caressing her trembling leader lovingly and burying her face in Ruby's chest, "And you're warm…"

"W-Weiss… Isn't it a little… early…?"

"Hush…" Weiss reproached, sitting up on the bed and slipping an arm under her partner's shoulder to pull her into a sitting position partially cradled. She angled a surprised, though not displeased, Ruby's head toward herself, and with her other hand she cupped her left breast and angled her stiff nipple to Ruby's lips. Her peaks were erect enough to cut glass, and she wanted a little pleasurable relief from the pressure built up in her bosom… "Come now… drink…"

Ruby's eyes gravitated to Weiss's silken white breast with an appreciative look of awe, "You're so big…"

Weiss rolled her eyes good-naturedly, "Whatever… just drink okay? I like it, but being full makes me sore after a while…"

Nodding hesitantly, Ruby obliged, parting her lips to take her fair-skinned teammate's pronounced nipple into her mouth. Weiss's breath hitched a little as she was finally gratified. Ruby wasn't exactly refined about it – rather, she awkwardly sucked and groped at the White-haired girl's breast more like a newborn at mother's teat than a lover, but Weiss was fairly certain that she enjoyed that more. Ruby was almost rough in her bashful clumsiness, and it created a peculiar mix of the pleasure Weiss had come to know from being dominated and yet still an intoxicating sense of control – of being the one in the lead – and she loved it… Gently stroking Ruby's hair as she cooed sweet nothings to her younger partner, Weis wrapped a leg around Ruby's before lowering them both onto the bed and reaching down to pleasure Ruby as well.

"That's right…" Weiss whispered, herself pleasured by the sensation of milk being sucked from her nipple, sending waves of pleasure through her, and Ruby whimpered in exchange, "Good girl…"


Blake's legs locked about Yang's hips as she was lifted onto the counter, their naked bodies pressed together. Forget heat, she wanted this anyway, even if biology wasn't demanding it. She'd walked in on Yang stepping out of the shower, hot, steamy water running down her perfect body din a thousand little rivulets, and Blake had given up before the concept of self-control had even entered her mind. She had to touch – to feel – her partner's hair, her back, her hips, and those glorious breasts…

She felt Yang's fingers slip between her legs, in a gasping whisper Blake implored, "Do it…" and suddenly Yang had three fingers inside her, and Blake was over the moon. Her hips bucked against her partner's ministration, and heat flowed through her body, even as her bare skin was placed against the cold countertop. Each thrust made Blake's whole body wriggle and writhe, causing her to slip farther back onto the counter until she was eventually astride the sink as Yang persisted in pumping her fingers in and out of Blake's pussy. It was driving her crazy, and the Faunus saw no way to retaliate until, as her pleasure-dazed eyes listed downward, observing with no small enjoyment the way that Yang's efforts upon her body were causing her own melon-like breasts to bounce and jiggle dramatically, stiff and erect nipples practically begging for attention…

Yang had always been big – a D-cup before all of this had started, unless Blake was mistaken – but now, having been used to mother so many Grimmlings so many times, she was huge. Engorged and full to the teat, Blake lustfully speculated that her partner had to fill a F now… or if she let her lust run a little wild with her fancy, perhaps even a G… Either way, Blake took a rough hold of one of the huge, sumptuous mounds with both hands and locked her lips around the peak, sucking vigorously at the exact moment Yang made her cum wildly into the sink. Yang's warm, sweet milk gushed into Blake's mouth even as her orgasm gushed out of her womanhood, and she purred, sending the pleasurable vibration back through Yang's bosom as she continued to suckle.

So engrossed were the pair in each other that neither took note of the displacement of a ceiling tile, nor the black tendrils reaching down from over their heads. It was only when Yang was bound at both wrists and rather abruptly yanked from Blake's sex that the creature's presence was even noticed, and when Blake opened her mouth to object or perhaps scream, a slimy tendril promptly dove down her throat. Blake swiftly found her thighs bound and widely spread, as well as her own wrists bound together and lifted over her head, leaving her defenseless and ripe for the plunder, not unlike Yang, who found herself on her hands and knees on the floor. Blake braced herself for the denigrating ecstasy of tentacle-rape, but it didn't come – at least, not in the form to which she had grown accustomed – at first.

No tendrils descended upon her quivering pussy; instead, two of the creature's dark grasping arms wrapped around her breasts, and began to squeeze. Blake would have gasped as the constriction bore down on the heightened sensitivity of her breasts, and she could only watch, wide-eyed, as the two streams of lactation gushed from her nipples. Down on the floor, Yang's massive breasts were being subjected to the same treatment, their milky payload splattering onto the floor tiles, but unlike Blake, Yang's mouth wasn't filled, and she moaned. Yang hadn't been quiet, and Ruby and Weiss were in the doorway in an instant, only to be themselves ensnared.

"Ahhh!" Ruby squealed as another black tentacle wound around her arm, whereas Weiss could only manage a mildly surprised 'oh' before her mouth was also filled with a ribbed, pulsating tentacle, "Let me g-!"Ruby struggled, until her mouth doo was filled with smaller insemination tentacle, Yang shortly followed them all to this outcome, her mouth filled likewise. Suddenly, Blake found herself hauled off the sink and toward the bathrooms luxuriant bathtub, the tentacle never leaving her mouth all the while. Blake was winded as she was thrown up against the side of the bathtub, and when she recovered, she saw that not only her, but Yang and Weiss as well were doubled over around the rim of the bath, with a squirming, naked, and muffled Ruby swiftly being lifted into the bathtub. The elder three girls were all held in the same position: wrists bound over head, legs spread in a wide kneeling position, all held firmly in place by the creatures many writhing black tentacles. She weakly tried to struggle, especially when she saw the bulges coming down the lengths of the tentacles in all of their mouths, but it was no use.

The members of RWBY all gagged as the payloads were pumped into their mouths and down their throats, after which the tentacles finally pulled out. Weiss spluttered, a little bit of the fluid dripping from her lips. She would submit to whatever the Ursula wanted, of course, but this was different than what it had done to her before – oh, she'd had plenty of cum pumped into her mouth and down her throat – but this fluid was different… as it hit her stomach, it almost felt like a concentrated dose of the aphrodisiac coating of the things tendrils, but it was so much more intense… There was a flood of hormonal energy all through her body and her skin tingled with a sensitivity she'd never imagined. She cried out, moaning like a whore when a lesser tentacle slipped between her legs and began stroking – teasing – her pussy, but never giving her the satisfaction of plowing her and getting it over with, and Blake and Yang were receiving much the same treatment.

Ruby alone was let be, dazed in the tub as the waves of sensation crashed over her, her vision blurring. Everywhere her skin touched the tub – or even elsewhere on her own body – her body was beset with surges of near-orgasmic pleasure. Suddenly she felt a tightness and a pressure in her chest, and she winced, and when she opened her eyes again, the sight stole the breath from her lungs. Her breasts were swelling, and the accompanying feeling of them being filled nearly drove her mad. Her nipples were stiff and pronounced, and as her breasts grew sore and began to throb because of how full they were, she whimpered. At first, the milk began dribbling from her nipples, her breasts presently unmolested save by the flood of hormones she'd been filled with, but her bosom continued to fill, and soon her peaks were spurting milk in steady streams, and her eyes rolling back in her head. It was too much… she couldn't help it anymore, and with an utter lack of shame, scarcely even remembering that her teammates – her big sister – were watching her as their own breasts bulged beyond even natural engorgement and began to shower her with a half dozen streams of warm breastmilk, she reached between her own legs with both hands and teased her own folds, instantly making herself cum, yet she wanted even more. One finger wasn't enough… two… I need more... the third finger almost did it, and by the time she forced her fourth finger inside herself and thrust. She basked in the overwhelming pleasure and the shower raining down upon her from her teammate's breasts, and she came, and came, and came…

Yang moaned, bent double as her milk streamed down onto Ruby's face and her pussy was filled with undulating black tentacles. It was the most intense ecstasy she'd ever had – and she'd been through a lot of pleasure recently, invited and otherwise – and the huge insemination tentacle surging back and forth between her massively swollen tits was just the icing on the cake. She was barely even aware of herself anymore. Whatever it had done to them, they'd all been reduced to helpless pleasure and lactation, and it sapped their Aura with relentless gluttony as they all incoherently begged for more. Each of the three bent over around the tub was having no less than four tentacles violate their asses and pussies, and receiving a tit-fuck of epic proportions as the great Ursula's three most prodigious insemination tentacles thrust over clit, stomach, and between heaving breasts, thick, ribbed shafts driving the three 'victims' over the moon.

Blake was utterly limp, hanging over the lip of the tub now as Ruby persisted to furiously pleasure herself in a puddle of all their milk. Blake had cum… too many times… The fucking never stopped, even though she couldn't cum anymore… She really wanted to… desperately… but she couldn't. About all she could do was slump there, prostrate as more tentacles wound about her breasts again to more actively squeeze her lactating mounds even as the thick insemination tendril used them to make itself cum all over Ruby. The elder three members of the team were equally spent, unable to do anything but take it as they were continually violated and cum gushed from the heads of the members between their breasts, showering ruby in the thick ooze as well as their milk, and filling the bath with shocking swiftness as more and more seed gushed forth.

All the while, Ruby couldn't stop fucking herself. She had to have more… just one more time…. And she didn't care how much of the mix milk and cum she was inadvertently pushing inside herself while she tried. She was stuck in that hellish place where she was right on the edge, but no amount of stimulation could make her cum again, but that wouldn't stop her from trying… Maybe if I just get my whole-

Ruby's naïve thought to fist herself abruptly broke off when she felt her insides begin to turn over. She was submerged to the waist – most of it cum – and in her vigorous self-ministrations had inadvertently impregnated herself. Swiftly she began to bulge while her exhausted, partner, sister, and teammate languidly watched, and she clapped both hands over her pussy in a completely irrational attempt to keep the Grimmlings to come inside her, like they would just go away if she didn't let them out. It was no good though; her belly expanded like a balloon, she felt her insides open up in preparation to loose her self-lovechildren from her pussy into the world. Still, Ruby tried – and failed – to keep her entrance covered, but as one… two… a half dozen tentacles emerged beneath her hands and her pussy grossly stretched as three Grimmlings at once fought with her hand until she finally came that last, glorious time and nearly a half-dozen Grimmlings spilled from her womb.

As the small forest of writhing black tentacles withdrew, Ruby's brood clambered up and out of the bathtub with pick of whatever holes they wanted to invade. One each latched onto Blake and Yang's faces, proceeding to orally fuck them once again, while one slithered its way into Weiss's numb pussy and the last two entered Yang without a hitch; twenty minutes of sustained quintuple penetration hadn't exactly left her tight… Thus it was that breathless, exhausted, sexually spent, Team RWBY faded from consciousness…

Hello all, and I apologize for the wait. Fear not, I'm not abandoning this story, I've just got a lot going on right now and several other ideas more yet more lovely smut kicking around in my mind, so the slowdown's just sort of been inevitable – though I have in no way ceased to enjoy writing this, so don't let that worry you. Secondly, a couple of people have asked if I would throw in a few male male characters to get tentacle-raped. The short answer is 'no,' but the more complete answer is that I do not personally find men attractive in a sexual manner, and thus can't write decent smut of male characters to save my life – and it's not just men; I have the same issue with Nora and Penny, both of whom e I like as characters, but I just don't find them sexy. That said, if one of you reading this right now wanted to contribute such a chapter (whatever male character you want, or even OC; I'll sort out reversing the genderbending if need be) then I have absolutely no problem posting it – or giving it a shout out if you'd like to post it via your own account.

Now then, before we wrap up, I know this isn't the 'locker room' scene I advertised last time, but in the time between now and then, I have reevaluated my chapter progression a bit. For now the tentative (and subject to change if the mood takes me) lineup is thus: Weiss/Likos, Blake/Leone, & Yang/Coco/Velvet, OC Sayuri Fujibaiashi, then someone (as yet undecided) going nuts with some very big futa… Now that quite possibly the longest A/N I've ever written is done though, I bid you farewell until next time.