Hello all, now I know I usually do these at the end of the chapters, but I've decided to change that because I have some… news… Firstly, I unfortunately have to say no more OCs for this fic – if you'd like to see your characters in any of my other fics, that's negotiable, but I need to start drawing this one to a conclusion. If I've told you in the past that I'd do your OC and haven't done so yet (and we haven't spoken recently) feel free to send me a reminder, but no new ones please. Secondly, because we're coming up on the end, things are going to get more… intense… I know I said I'd do a fic separately for that sort of thing, but upon reflection, they wouldn't make contextual sense that way, sow what I'm going to do instead is apply content warnings to the beginnings of chapters involving anything especially unsettling. If that puts you off, I understand, but I nonetheless am going to carry on with this until I reach a good conclusion… hopefully within the next ten chapters to give me time to cover all the OCs left and break them up with canon characters. At any rate, thank you for your patience.

Warning: This chapter contains massive log-splitter, pregnancy, breast expansion, and rape.

"Headmaster Ozpin!" Glynda protested, "We must do something about this… this infestation! Not only does it tarnish the reputation of the academy, but think of the effect its having on… on the students…"

"Your concerns have been heard Glynda; rest assured that I am perfectly aware of the situation…" The Headmaster responded levelly, "Do try to consider these events from all possible angles Glynda-,"

"These… these things are violating our students!" Glynda cried, "They've… they've violated me…"

"And I think we both know that you are stronger for it. We both know that the Aura strengthens in a manner not incomparable to common muscle Glynda; An Ursula nearly depletes its victim's aura, yes, but they – especially at trained huntress – will ultimately benefit in the strength of their aura afterward…"

Glynda gaped, "S-Sir… you can't possibly be serious…"

"Of course I am Glynda," He assured her, taking a sip of his coffee and noting the tentacles slithering down from the ceiling behind Glynda, though it still evaded her notice, "I'm sure you've noticed in your combat training classes; all the girls we know of having been 'victims' – and quite a few of whom we aren't sure – have seen a performance improvement in the aftermath of their… experiences…"

"Well… yes… but Sir, to knowingly trade our students' virtue for that is simply unconscionable-,"

Glynda's righteous indignation was abruptly interrupted as the tendrils shot down from the ceiling a d bound her wrists without warning. Glynda's arms were wrenched forward, her wrists pinned to Ozpin's desk. She didn't understand at first, but as she looked into Ozpin's eyes and saw satisfaction of all things, she despaired, "O-Ozpin! You can't-!" Two more tendrils surged down and bound the professor about her thighs, before jerkily hefting her onto the desk and spreading her legs, "O-Oh!"

Ozpin stood from his chair, reaching across to cup Glynda's cheek, before letting his fingers trace lower and begin unbuttoning her blouse, "Easy Glynda, just enjoy it… it really is for the best…"

"N-No!" The protective instructor thrashed and struggled in her refusal, but it was no use as a new tendril came down, slithering between her shoulder blades before wrenching away and destroying her bra, which consequently fell away, leaving her large, lactating breasts exposed for Ozpin's pleasure, "You're a monster- OH!"

"I said to calm down…" Ozpin chastised, pinching one of her stiffened nipples and pulling, and in so doing milking her into his coffee cup, all with an expression which betrayed nothing as out of the ordinary, "You really are too uptight sometimes Glynda…"

"S-Sir why?"

"The greater good, Glynda, obviously…" He calmly replied picking up a letter opener, using it to begin slitting open Goodwitch's skirt, "Why have I ever done anything?" As Glynda's skirt fell away and the tendrils were eagerly removing her boots, Ozpin cupped his deputy again – this time her womanhood – before making her whimper in pleasure as he took a fistful of her pantyhose and lacy underwear and ripped them off, exposing both her lower orifices to unimpeded penetration, "Now Glynda," He added, seating himself in his chair once more for the show, "The two of us are going to stay right here until you see things my way…"

Glynda shook her head in a panic, "No! No! No! No! NOOOOO!"

A free tendril buried itself in her ass, three inches deep, six… nine… "AAAHH! Too… TOO DEEP!" Her face contorted in distress as the worming tendril pushed its violating length ever deeper, blurring her vision and making her body tremble even as more tentacles extended to her torso to coil around her breasts and squeeze. The tentacles wound about and constricted, squeezing the milk form her tits in profuse gushes, spraying all over the desk and floor.

"Come now Glynda, you needn't be so stubborn…"

"You're ma-AAAAAAADDD!"

Glynda was interrupted again by her own scream of violation as a second and third tendril spiraled around the first and burrowed into her shapely ass. Wetness flowed from her pussy in a profuse flood of arousal as her anal violation persisted and intensified, drilling her rear, and she hated herself for being turned on, but she couldn't help it. She doubled over in ecstasy, presenting her ass to the tendrils as if beckoning for more even as her face was practically in tears. Her heavy, swollen breasts hung pendulously from her chest over the edge of Ozpin's desk as she watched, eerily contented. There was a huge wat thud behind Glynda, and a single terrified look over her shoulder confirmed her worst fears. One glimpse of the huge undulating black aberration was all she needed to turn back to her once-trusted mentor, and she was all the more desperate as she felt a huge, slimy, bulbous nuzzling up to her folds, "N-No… no… Ozpin please-!" but she chocked on her words as the massive breeding tentacle plunged into her womanhood. Glynda's mouth hung agape as she was pressed down onto the desk upon her knees and breasts, her arms pinned to her back as the huge shaft begun to ram in and out of her pussy.

"Clearly you're just going to be stubborn about this Glynda…" Ozpin sighed, unzipping his trousers, "I suppose then that we'll have to more vigorously teach you your place…" Ozpin stood, grabbing Glynda by the bun in her hair, and then thrust his erect length into her mouth, forcing her to swallow his entire length, "A pity really… you've always been so helpful in the past… I suppose we'll just have to break you to make you more… obliging…"

Glynda gagged on Ozpin's cock, her mind half stricken by horror, half engulfed in a long-time fantasy, and she began to suck him off partially of her own volition… She sucked and sucked, starting to lose herself between Ozpin's shaft in her mouth, the wriggling tendrils in her ass, and the huge member in her pussy… until she felt another huge tapering head press up against her folds… Her eyes shot wide, but she was powerless as Ozpin thrust into her throat, blowing his load and distracting her as she was forced to swallow, and in so doing leaving her unprepared for the second massive breeding member to penetrate and heinously stretch her…Glynda's whole body spasmed, but the tentacles held her down. All that changed was that Ozpin pulled out of her mouth if only to cum again in her face.

Glynda spluttered, "S-sir… please… I'll do anything… M-Make it STOP!"

Ozpin shook his head, "I'm afraid I don't believe you Glynda…" He grabbed her by the chin and pulled her slightly more upright on the desk, which the tendrils obligingly accommodated, and withdrew from her sore and abused breasts as well, "I need you to learn to love it…"

"B-but-EEERG!" A third breeding tentacle wrenched her pussy open and burrowed inside. Only her considerable Aura was preventing the obscene stretching from causing permanent bodily damage, but the instructor's pussy remained a grotesque sight, stretched wide open by the beast's three breeding tentacles, which spread her wide enough to fit a middling-sized melon inside her. As her mouth hung open, a fresh tentacle reached around and dove down her recently vacated throat, silencing any further plea.

"Worst comes to it…" Ozpin continued, roughly taking hold of both of her breasts and putting his shaft between her heaving mounds, "We'll just have to make use of you more… passively…"

Glynda could make no reply; what little was left of her mind was muffled by the ooze being steadily pumped down her throat now, as well as the three hammering members in her pussy as they began to spew cum into her womb. Cum pumping into her sex and the creature's hormone-altering cocktail down her throat, Glynda's body was on fire. Everything tingled with tens of thousands of pinpricks of uncontrollable pleasure and revulsion all rolled into one as the sheer volume of fluids pumped into her from the Ursula sweetly caused her stomach to bulge. Ozpin came again onto her chin and the tops of her breasts as the tendril in her mouth finally finished its work as well, leaving her tongue to loll out of her mouth and her eyes to stare blankly into nowhere as Ozpin sat down again.

"Honestly Glynda, I really wish that it needn't have come to this, but we can't have you getting in the way…"

Glynda collapsed on her side upon his desk as the three breeding members finally pulled out of her vagina with a loud sucking noise and spurt of cum. She felt the by-now familiar sensation of her insides turning over, but there was something else… She doubled over on herself in the fetal position, clutching at her cum-swollen belly where she felt an excruciating tightness both in her womb and her breasts. She languidly rolled onto her back, spread-eagle with her arms and legs hanging over the sides of the desk. Her breasts swelled and bulged in response to her unnatural pregnancy, nearly as fast as her already wretchedly swollen belly. Her stomach swelled to the size of a beach ball, and her breasts each to the size of a ripe watermelon. Milk steadily flowed from her nipples and her belly steadily undulated as all the Grimmling young writhed inside her; a horrific sight, one would think, but Ozpin seemed unfazed as he stood to walk around to the end of his desk to stand between her legs.

"Now Glynda, what's needed from you is simple: Relax… You'll be... on maternity for some time yet now…" Ozpin quietly chastised as he held out his palm to her stretched entrance as she began to scream afresh, the first of a brood beyond number squeezing out of her cervix to writhe free, landing wetly in the Headmaster's hand, "Perhaps indefinitely…"