Hello all, back with another OC chapter, this time with Blackwing-John's Amber Chere and newcomer Danielle Incarnat. Fair warning though; I was explicitly asked to "do my worst" on these two, so this chapter may not be for those with fragile constitutions…

Also, I'm going to make a quick statement to those of you who offered extra OCs after last chapter… I appreciate the enthusiasm, but as I said, I'm not taking on new OCs for This story… I've got 3-4 more chapters planned, and as it is, the last three OCs may have to share a chapter… All this having been said, I'm not going to completely rule out 'off-canon' chapters after the finale, maybe, or, if you want your OC in any of my other stories, I'll be happy to consider it…

Warning: This chapter contains Log splitter, triple penetration, impregnation, breast enlargement, and nipple penetration.

Danielle Incarnat brushed a lock of her pink hair out of her face as she continued to sift through files on her scroll. She was an adult with responsibilities – only visiting Beacon to supervise a delivery of metal from her family's foundry – and she was serious about those duties, but that didn't mean that she couldn't spare an hour or so to visit an old friend as long as she was here. Seeing that all was in order, Danielle closed and pocketed her scroll, and without stopping, she checked to make certain that her side-ponytail of pink hair was as it should be. Her white turtleneck emblazoned with the Incarnat family crest – a lotus blossom – was pressed and neat, her dark pink combat skirt sashayed with her perhaps just slightly deliberately sensual strut, and her black thigh-high stockings showed just enough skin to do the job.

Hmmm… that will do… It always does…

Amber had mentioned that her classroom was numbered 2-C in the school's West wing, and it didn't take Danielle long to find it. Peering in through the window on the door, Danielle quickly confirmed that there were no students inside, only Amber at her desk… A slight smirk on her lips, Danielle took hold of the doorknob and invited herself in.

First thing was first; as she shut the door, she pulled a blank sheet of paper and slid it into the window-frame to block the window… It had been far too long, and she didn't want any interruptions… No sooner had she done this though than did she find herself wrapped in a sudden bear-hug from behind.

"Danielle! Oh my god it's been ages!"

"A-Amber! Lett-go of me!" Danielle bristled, smoothing out her white turtle-neck again as she was released before she turned to face Amber, "Honestly Chere, you are impossible sometimes…"

"Oh shut up, you love it~"

"I was trying to surprise you…" Danielle grumbled, but she couldn't stay mad for long, "But I suppose it's good to see you again…"

"Y'know, you never were any good at that…" Amber shot her a look, before smiling again and beckoning Danielle back to her desk, "Anyway c'mon, have a seat; we've got some… catching up to do…"

"Yes… That would be best," Danielle agreed, mildly disappointed at the pleasantries as she took a seat on Amber's desk, very deliberately crossing one leg over the other in a manner that made her skirt ride up to the point of barely covering her upper thighs, "So… what have you been up to Amber…?"

"Well…" Amber responded in an equally deliberate pause for emphasis, "I've gotten a job~"

"About time…" Danielle rolled her eyes, "I don't suppose I want to know who you had to fuck to get this job…?"

"Well-,"

"No… No, on second thought, I really don't want to know…"

Amber stuck her tongue out, "Oh like you're any better!"

"Hmmph… At least I keep business and pleasure separate…" Danielle scoffed.

"Oh really?" Amber raised an eyebrow, "Then why are you even here? Much less sitting in your 'No seriously, just fuck me' position…?"

Danielle was speechless, but looking down at herself, she did notice that she had indeed slipped into a bit of a sultry posture… "W-well…"

Amber walked two fingers up Danielle's thigh, flicking the pleats of her skirt out of the way as she went, "Does somebody miss me~?"

"Oh just shut up and fuck me…" Danielle snapped, uncrossing her legs "Before I change my mind…"

Danielle trembled as Amber cupped her at the sensitive juncture of her legs and stroked, prompting Amber to smirk a little, "Well somebody's eager… No panties Danielle? That's bold~"

"I had to do something to speed things up…" Danielle retorted between shivers of pleasure as Amber teased her by probing her entrance with one finger, "You talk too much… and never did learn not to play with your food…"

Amber licked her lips, inserting a second finger and spread her, "Oh really? Well let's just see about that?"

Danielle yelped in pleasure and her concentration slipped, and that was when Amber pounced. She pushed Danielle's thighs apart and dove headfirst into the businesswoman's bare and dripping wet pussy, driving the more uptight of the two wild immediately. Danielle's back arched and her legs stretched widely separate as Amber's experienced tongue plied her depths, greedily lapping at her old teammate's sweet nectar. With another spasm of pleasure, Danielle's legs wrapped around Amber, holding her in to keep eating her out. They hadn't done this in far too long, and Danielle wasn't letting Amber go anywhere until the 'teacher' made her cum like crazy… Amber, for her part, obeyed her old partner with relish, taking hold of Danielle's stocking-clad thighs and pushing her down so that her back was down on the desk, before pausing from her penetration of Danielle's folds to suck on her clit, and was rewarded for her spontaneity with a gush of juices from Danielle's pussy to drench the bodice of her orange dress, adhering the fabric to her curvaceous engorged breasts.

After a brief pause for breath though, the two relaxed, gasping, but that didn't stop Amber from smirking, wiping Danielle's juices from her mouth, "So… that satisfy you?"

Danielle propped herself up on her elbows, "Almost…" She kicked off her shoes, and stood from the desk, only to shove Amber down into her chair and straddle her, "But now it's your turn…"

Amber giggled in pleasure as Danielle began to grind against her, "Do your worst~"

"Oh don't worry…" Danielle purred with lust in her eyes as she pulled Amber's bodice down to let her breasts spill free, "I will…" and without further ado, Danielle bent down to playfully bite at the underside of Amber's considerable bosom like a hungry animal. Her lusty ministrations were interrupted however, when Danielle received a sudden spray of milk into her face… Danielle blinked, "Amber…?"

"Oh come on!" Amber moaned, "Don't stop there!"

"Amber!"

"W-what!?" Amber shook with a start at Danielle's more insistent prodding, "What is it? Why'd you stop?"

Danielle pinched one of Amber's erect nipples, causing a fresh spurt of milk, "What is this?"

"Um… milk…?"

"Well obviously," Danielle rolled her eyes, "But why is it coming out of you!? And come to think of it…" She squeezed both of Amber's mounds, producing a little squirt of milk from each, "When did you go up two cup sizes!? I mean, don't get me wrong, it's hot but…"

Amber hesitated, "I uh… had some work done…?" Danielle looked down at her disapprovingly, and said nothing, simply tugging on one of Amber's nipples again to release another spurt of milk. Amber chuckled nervously, "New procedure-?"

Both women fell dead silent as the door to the classroom swung open. Very slowly, both Amber and Danielle turned their heads to the door without moving from their rather compromising position. In the open doorway stood Pyrrha Nikos, a frightened look in her eyes, as though she was running from something… Then a wet and heavy lurching noise followed her in through the door, and she snapped back to her senses. Pyrrha slammed the door and locked it, before bolting across the room to the adults in the room, though she all but ignored her indiscreet elders and hid behind the desk. Danielle blinked.

"Is… Is that Pyrrha Nikos…?" She asked, licking her lips.

"Yeah…" Amber answered, priorities equally misplaced, "She's one of my students… One of the hotter ones too…"

Being the only one not privy to what was going on, Danielle dismounted her fuck-buddy and rounded the desk to talk to Pyrrha, who was hiding with her back braced against the desk, "Hey you… you alright?"

Pyrrha looked up at her with a start, hesitated for a beat, and then reddened profusely, "O-oh… I-I'm so sorry to interrupt you and Miss Chere in your… intimate time but-,"

Danielle sighed and shook her head, extending a hand to help Pyrrha up before gently sitting her down again on the desk before starting to give her a back-rub, "You look tense… Let's see about helping you relax, huh?"

"B-but-,"

"Shhh… it's okay… we're not mad… Are we Amber…?"

"Of course not…" Amber responded, drooling slightly at the sight of Danielle giving Pyrrha Nikos a massage on her desk, "As a matter of fact we were just… relaxing a bit ourselves…"

As Danielle's hands began to move over the slowly relaxing Mistralian Beauty's shoulders to cup at her breast though, the door burst open, granting admittance to a massive Ursula, and several more smaller specimens burst through and dropped down from the vents above, each lusting for its share of the assembled huntresses.

Danielle's eyes darted all over the room to survey the encroaching monstrosities, "A-Amber!? What the hell is happening here?"

"Well you see…" Amber responded, equally distracted but less unnerved, "The school's experiencing a bit of a… infestation…"

"Of GRIMM? In a Hunting school!?" Danielle reached for her gun-blade, which she hadn't brought with her, "What the hell do we do!?"

"Well actually…" Amber said, swallowing, "We're pretty much fucked… So just… try to enjoy it…"

"What the hell do you mean, 'enjoy it!?" Danielle demanded swatting away a tentacle with a curt backhand as Pyrrha clambered onto the desk in futility, but Danielle couldn't pull her leg away fast enough to avoid the second tendril to come her way from one of the larger invaders, "G-Gah! It's so slimy and gross-AACK!" It was then that the beastly tentacle yanked Danielle's legs out from under her and she fell backwards onto the floor, "AMBER!"

But Amber was indisposed, so to speak, as she was being bent over her desk and mounted by the largest of the Ursula, her cheek flattened to the polished wood between a terrified Pyrrha's spread legs. For her part, Danielle tried to resist as the second largest of the undulating monstrosities pulled it's mass astride her thighs, but then she heard something very interesting…

"Oh! Oh! Fuck YEAH!" Amber moaned in ecstasy as the large Ursula plunged one of its tentacles into her pussy, and she distinctly seemed to be enjoying herself – at least if the rapturous look on her face was anything to go by…

Danielle glanced between Amber and the writhing black mass of tentacles holding her down… Her and Amber's own days at hunting school had ingrained into her that this was wrong… All wrong… So enormously, monstrously wrong that she knew she should fight, run, escape… These things sucked Aura out to feed upon, and would use her to breed to boot… but… Amber seemed to be having the time of her life…Danielle took a deep breath, "Oh fuck it… looks like fun…" and with that she spread her legs, willingly presenting herself to the beast. The effect was nigh instantaneous; two of the Ursula's tentacles arced upwards and dove into Danielle's experienced pussy. Danielle jerked as pleasure broke her down all at once, the two squirming tendrils inside her writhing all over each other in her core. Amber was right! It felt SO GOOD!

Meanwhile Pyrrha watched, aghast as the two other women willingly surrendered themselves to the violation now, but she wasn't so obliging. She was done with this. She'd been violated too many times, and she wanted her life back… Unfortunately though, she came to this decision too late to save herself. Numerous tendrils beset her from behind, slithering up her stomach and under her corset and over her shoulders, between her breasts, and then, all at once, ripped her top off. She scrambled to get away, inadvertently tumbling from the desk and trying to crawl away in a desperate panic. She kicked the creature momentarily stunning it, and pulled herself free, scrambling for the door. A single half-hearted tendril reached out after her from the largest beast as it plowed Miss Chere, slipping its way under the waistbands of her skirt and panties, but it didn't stop her. Though her skirt and panties were torn off, it didn't halt Pyrrha's escape, fear and revulsion superseding the shame of baring her nude form to the whole school, and so she ran, leaving Danielle and Amber to the Ursula's lust. Frustrated, the third Ursula turned its tendrils upon Danielle as well, as its larger counterpart did not look as though he meant to share his prize…

Tendrils hefted Danielle onto her knees now, her first despoiler steadily pillaging her womanhood while its brother latched onto her from behind and began extruding a thick member into her shapely rear. Her jaw dropped as the feeling consumed her, and half a dozen tentacles wormedtheir way up her supple figure and under her turtle-neck to grope at her modest but firm breasts.

"Oh SHIT! Amber this is AMAZING!" She moaned, hands gravitating to her own breasts as the tentacles under her top undid her front-clasping bra, "Why have we never done this befo0OOOOORE!"

"W-Well… There was that one ti-EEEEEEM!" Amber's reminiscence was interrupted as the massive Ursula's first breeding member was plunged into her obliging pussy.

Danielle's body spasmed again as her frontal Ursula extruded it's member into her pussy as well, "Erg! T-That Beowolf d-doesn't count!" Danielle's frontal Ursula then decided that she could take more at that point, and nearly half of its tentacles spiraled around it's ribbed primary member and utterly destroyed her pussy all at once, "O-OH FUCK!"

Her legs jerked erect, sending her sprawling backward to flop onto Amber's desk just in front of her old partner. The reprieve brought on by her sudden stand causing the tentacles to pull out of her was brief though, as it didn't take long for one of Danielle's 'playmates' to clamber on top of her and resume the fucking. Both women jerked in time with their respective Ursula's rhythm, and moaning progressively more loudly with each passing thrust.

"Oh God! OH GOD! THAT'S WHAT MAMA WANTS!" Amber shouted as her back arched upward and a sprinkle of milk from her nipples sprayed in Danielle's face, "OH YEAH!"

"S-Oh shit!" Danielle moaned mid-quip, "Short fuse much…?"

"Shut up Dani! A girl has needs- AND OH SHIT SO DO TENTACLES!"

The great Ursula's overflow cum spurted from Amber's pussy, signaling her impregnation just in time for Danielle to be brought to her own orgasm, which was swiftly followed by a load of Ursula cum pumped into both of her holes.

"Oh fuck that was amazing!" Danielle enthused in a momentary lull, "It's better than sex!" Then the Ursula's resumed their fucking, "F-fuck… How much are we gonna g-GAAH!MMmphh!"

Danielle's query was broken off as the largest of the Ursula plugged both her and Amber's mouths with slightly smaller insemination tentacles which began pumping them full of the beast's hormonal sludge almost immediately.

Both women trembled wildly as they were double and triple penetrated and pumped full of the monstrous Grimm's fluids, eyes lolling back in their heads… As the two lay there, getting pumped full in all of their holes, their stomachs bulged until the Ursula all finally finished with them and withdrew all their members at once and spraying the pair all over in cum and fluids.

Amber clutched Danielle to her breast as, for a moment at least, the tentacles vacated all of their holes, inducing post-orgasmic shudders of pleasure as they went. They held each other up, gasping for breath, cum leaking from every orifice, but neither could deny it – they had enjoyed it… and wanted more… Two sets of horny lips crashed together as the pair groped for still more satisfaction. It was hot, wet, and messy, and they wouldn't have had each other any other way…

"Mmmmm… Amber… s-so… what happens now…?" Danielle gasped into Amber's mouth, never breaking off her passion, "Squirmy runts and milky tits then…?"

"Mmmmhmmm…" Amber moaned in answer before parting their lips for just a second, "…I think…"

Danielle froze even as she felt the heat building and tingling inside her, "What do you mean, you think?"

"I…" Amber swallowed, "I feel… different then last time…"

Danielle felt the first stirrings of the infant Ursula forming in her womb, "Different how…?"

"I…" Amber slumped back into her chair behind her desk, clutching her stomach at the first sign of swelling, "I feel hotter… and everything tingles…"

Danielle yelped and doubled over as her own stomach began to swell, ""Y-yeah… m-me too… but if this is different than what you went through- HOLY TITS!"

They were huge. Danielle's eyes fixated on Amber's bare chest as it began to swell even beyond it's already engorged state. They bulged in tandem with her womb, but she didn't have long to gape at Amber's ever-enlarging womb and breasts, as one of the Ursula grew impatient, plunging it's member back into Danielle's unprotected ass, knocking her forward onto the table on her own swelling tits and stomach. With each passing moment Danielle's own belly swelled, elevating her hips and shapely rear as she was again violated. What really got her attention though, was the slight ripping noise that came from her bodice.

"Shit…" Danielle moaned, "You so owe me a new outfit Amber!"

"I think I'll need one too…" Amber moaned , eyes rolling back as her orange dress split at all the seams and the tatters fell unceremoniously from her mostly naked body, leaving her clad only in her stockings as her stomach surpassed the size of a beach ball, and her melon-sized tits loomed large in Danielle's face. She gaped, knowing that she was next…

"AMBER! Do you have any idea how hard I have to work to keep my figu-EEERRG!"

A second and third tendril plunged into Danielle's ass as her swollen belly rendered her balanced such that her face and breasts as they bulged and tore through her blouse were hung over the back of Ambers desk, while her ass and thighs were aimed nearly skyward. Her own breasts grew pendulous now as milk began to flow from her nipples and the massive stimulation began to erode Danielle's consciousness . Even then though, it was only beginning…

More tentacles descended upon the pair in earnest then, a smaller breeding member plugging Amber's mouth again, while more arm-like tentacles bound her legs to hold them spread and coiled around her monstrous breasts, squeezing them to produce geysers of milk to shower all over her lover. Danielle's legs were beset as well wrapped and pulled into a split before being pulled forward to balance her heels on Amber's desk, leaving her even more precariously balanced on her grotesquely swollen womb and her lower holes spread to boot. It didn't take long for her violators to seize upon the opportunity, driving a fourth tentacle and a small breeding member into her abused ass. She screamed as her rear was destroyed by the massive writhing column, and so fixated upon that was she that she didn't see the next penetrations coming… She squealed as shooting pains forced their way into her engorged and dribbling nipples as two of the smaller tentacles wriggled their way into her huge hanging breastsA… The lender tentacles, eager to get inside her, forced their way into her mamarries through her peaks, achieving several inches of penetration before they began to plunge alternatingly in and out to siphon off her Aura, milk streaming down the tentacles all the while. As her mouth opened to scream though, the first little Grimmling squeezed from Amber's pussy, and without a moment's hesitation it reached out with its tentacle to latch onto Danielle's face to pull itself to her face and begin fucking that mouth.

They were held like that as Grimmling after Grimmling began to pour from their stretched pussies, birthing more and more as the time went by. Neither had any concept of time left as they produced a brood that threatened to fill the room with writhing Grimmlings. From proud huntresses, they were reduced to sexual objects and slaves to the lust of the Ursula, bearing ever more of its children as their dulled eyes stared blankly at each other, blind and deaf to the world as Grimm spilled forth from their pussies in droves, and their mouths, asses, breasts, and entire bodies were interminably subjugated to the creatures of darkness.. Yet Beacon life persisted despite their ordeal, and a certain Wolf Faunus invited herself into the classroom for a tutoring session with Miss Chere, sadly ignorant of what was transpiring…

"I'm here Miss Amb…er…" Likos Haima stopped cold at the sight of the two swollen, naked woman bent and lain over the desk and chair across the room, and her blood ran still colder when she realized both women were birthing a steady stream of undulating black tentacle creatures… and now a great many of them were rapidly crawling her way, "Um… crap…"

In the next moment, large, thick tentacles barred the door behind her as the wriggling horde fell upon her. Likos Tried to back away, but quickly hit the wall, where her wrists were swiftly bound to the wall and her ankles widely spread as the squirming Grimmlings began to pile on top of each other between her legs in a frantic race for the terrified wolf's pussy. Likos struggled, especially as she felt the slimy little tendrils licking at her inner thighs, but she couldn't escape, and the first little Ursula to surmount the pile of its brothers began to pull her panties aside and spread her folds...

"N-no! NO! NOOOOOO!"