Warning: I kinda went for broke on this chapter, and it includes almost everything I can think of, so rather than list every unsettling thing I've written here, I'm just going to say – even more so than usual with this fic – the squeamish might do well to give this a pass… I hope that you enjoy, but you have been warned…

Ruby's whole body lurched back and forth with each thrust of the enormous member railing her pussy. She'd long since lost track of how long it had been… One moment she and her teammates had been at lunch, and then… This… She vaguely remembered dozens of Ursula - none smaller than a beach ball – pouring into the cafeteria through the vents, windows, and even doors, until finally, last and greatest, the original Ursula entered the room. It had grown massive since she'd first inadvertently released it, too large to enter through even the grand doors of the dining hall, as evidenced by the demolished entryway. Its body alone – to say nothing of its tentacles – was nearly fifteen feet high, and its tendrils extended seemingly interminably. Some of its members were as thick as melons, while others were like threads, but all were bent upon violation.

It was a ghastly scene. Pyrrha was on top of a nearby table, her shapely nude rear aimed skyward as her face and breasts were pressed to the tabletop, much of her weight on her knees, multiple members restraining her and plowing her lower orifices. Jean, beside her, was doubled over the table, taking it from both ends.

Beacon and transfer students alike were prey for the beasts. Sun and Neptune were on the floor some ways away, violated all over, and the whole of team NDGO were on their knees, on the floor, all forced to tit-fuck the same giant tentacle, whilst being plowed anally by multiple tentacles apiece. Team BRNZ's sniper had a single, thinner member wriggling into her mouth and all the way through her body, having burst out through the seat of her pants. Coco was against the wall on her knees, willingly submitting, and Emerald's face was pressed to the floor as she was triple-penetrated, clothes in shreds.

Yet Ruby was scarcely able to focus beyond her own personal, intense violation… The original Ursula, now freakishly powerful, had been pumping her full through her mouth, ass, and pussy for so long now that she'd lost track, and though her body grew hot, her stomach bulging, she hadn't given birth…even though she could feel her insides churning. While she awaited the fruition of her violation, she could still bear witness to the despoiling of her team, more thorough and vicious than before. Blake was held flat on her stomach, wrists bound to the small of her back by the wriggling arms, with too many tentacles to count plunging into her ass and pussy. Her feet were forced to stroke a thick insemination tendril, her bare toes stroking its bulbous head as cum gushed all over her, coating her hair and the supple skin of her back, all her clothes having been torn to ribbons almost immediately when the ordeal had started. Yang's ordeal was wildly more violent though, as she was spread anally by a thick insemination tentacle, her pussy only spared because her womb was swollen beyond the size of a beach ball fresh newborn Ursula emerging from her stretched and abused folds by the moment. Still more grotesque though, Yang's breasts had bulged to a small melon-like size, milk gushing from her engorged teats. And Weiss… Ruby's own partner was eagerly performing fellatio on a lesser member, yet the creature only teased her most sensitive places – perhaps either sparing a devotee or thinking that a better means of torment for the debauched Heiress…

Then it happened: The members all pulled out of Ruby's body, showering her in a torrent of their fluids, but unlike before, the ooze that had been pumped into her body was black… Ruby coughed, sputtering, as her insides continued to churn, and the heat all over her began feeling paradoxically cold all at the same time, black ooze streaming from her ass and pussy as she collapsed onto the floor. Ruby doubled over on her knees in the pool of black sludge that poured from her own body, clutching her churning stomach.

"W-What's… happening… t-to me…?"

Her stomach bubbled and more of the black ooze began seeping out of her sex now, but this time, it didn't simply pour onto the floor… it adhered to her thighs, spreading over her legs and beginning to coat her legs in the inky blackness. As the black expanded to consume both of her legs, she lost feeling wherever it went, and had to use her hands to steady herself. Ruby whimpered, what she could still feel of her body tingled like she was on pins and needles until the creeping black had reached up to cover her thighs, hips, and smoothly curved ass, whereupon she felt a heavy pulsing inside. Ruby gasped, a silent scream escaping her lips as, her fingers tried to dig into the floor, before her head snapped back and she actually screamed. At the same moment, long, glistening black tendrils erupted from her pussy, first two, then three… four five… Her legs went limp, slowly distorting their form… Ruby gazed down in horror to see now six writhing, ever extending, ever thickening tentacles extruding from her sex, and her waist hips, ass began to bulge, still slicked with black….

"W-wha-AAAHHH!"

Ruby was clutching at her thighs at first, but over time her lower half began to transform into a wet, slimy black mass, tentacles extruding in all directions., as if her lower body had become an Ursula. Her hands clasped over her breasts as her peaks stiffened and mounds tightened, her breasts rapidly beginning to swell until they bested what had once been Yang's size, and then, when her eyes finally snapped open, they glowed red… It was like she was herself and at the same time wasn't… She remembered her name, who she was, but she felt so much… more… everything one of her tentacles – and they were her tentacles – touched, and she was just so hot… She could hear an ocean of whispers in the back of her mind, and one overpowering, malevolent voice urging her on… She needed it…. Pleasure, sex, violation, domination….

As the lust began to overcome her though, the greatest voice in the back of her mind could be heard, though she couldn't make out any words – though she didn't need to… the message was clear… Before Ruby, the first of the Ursula hoisted Weiss by the wrists, a dozen of its minor tendrils stripping every last thread of clothing from her body in seconds, baring the silken smooth skin of the Heiress's body from her milk-swollen teats to her shaven sex, and all of it sang to a deep, base impulse Ruby was discovering in herself. And her own human memory told her that Weiss was already hers… So why hold back…? This isn't any different than before...

"R-Ruby…?" Weiss asked weakly, her sex drenched in want… "I-it won't take me… Please… I want it…"

Ruby takes Weiss into her arms and holds her close, nuzzling her face into Weiss's shoulder, taking in her scent, "I have you… W-Weiss…"

Weiss clung to her, whimpering, and Ruby relished the feeling of Weiss's trembling lips against her swollen breasts, the Heiress's own teats against her stomach, and Weiss's trembling thighs against her glistening lower body. Ruby ran her fingers all along every silky inch of Weiss's body with newfound genuinely lascivious intent before resolving to take what she wanted, whether Weiss changed her mind or not… First she groped Weiss's buttocks, then slipped her finger between her lover's legs, pushing a few fingers into Weiss's core from behind, making her shiver. As she probed Weiss with her human limbs, she felt herself use two of her tentacles – as though she was and at the same time wasn't controlling them herself – to coil around Weiss's trembling legs, slowly prying them wider and wider apart, before two more of her tentacles rose to coil around Weiss's arms and pried her off of Ruby's torso, lifting her, back arched, and putting her on display for Ruby's pleasure and the horrified gazes of all the victims in the room that remained conscious…

Ruby licked her lips at the sight of Weiss's shaven pussy between her toned thighs, and then all over Weiss's supple body, but then her eyes wandered… To Yang… to Blake… to all her other peers… how they were so completely subjugated by the Ursula… and then she felt a new desire… she wanted that kind of power….

"Weiss…." Ruby slithered around behind Weiss to whisper into her ear, holding her lover-turned plaything in place, "Would you squirm for me…?"

"H—huh?"

Without offering any explanation though, Ruby pushed three fingers inside Weiss's pussy, and then a fourth… Weiss's fists clenched and her whole body tensed, "O-Oh… Oh yes…" She breathed, trembling in surrender, "T-take me…"

Ruby grinned, licking her lips, before curling her fingers and pushing her whole fist inside her plaything.

"OH GOD!" Weis screamed, walls pulsing around Ruby's fist, and as the Hybrid huntress uncurled her hand once more, still inside her, stroking all her sensitive places and provoking the Heiress to instantly cum, Weiss wailed.

Ruby giggled unsettlingly, yanking her hand out of Weiss all at once, making the stretched entrance squirt a little more. Weiss whimpered in pleasure as Ruby pulled her arms and legs back, binding her wrists and ankles with two of her tendrils and hanging her there like a trussed animal. Ruby caressed her new body lovingly as though it were a cherished pet, giggling as she turned Weiss to face her, "Are you having fun Weiss…? I am…" It was all so exciting… she could satisfy her every little fantasy…. No one could or would stop her… she didn't even feel ashamed for wanting to do it anymore… she just wanted to make Weiss scream, as the fencer wriggled and whimpered in front of her, every exquisite twitch of her face sending shivers through Ruby's body, she wanted it more and more…. Weiss's eyes were rolled back in her head and her tongue hung out, her body slumped in complete submission, but even that wasn't enough.

Ruby cupped both of Weiss's cheeks and forced a kiss, pushing her tongue into the girls mouth as three of her tentacles crud up behind her, and all at once punched into Weiss's abused sex. Weiss's slackened body only weakly jerked against her bondage. As her body jerked forward from the force of the thrust, Weiss's breasts jiggled pleasingly for Ruby's view, and Weiss broke off the kiss to forcefully squeeze Weiss's milk-engorged tit, filling Weiss's mouth instead with one of her free tendrils. Ruby sucked and sucked, greedily milking her toy dry, before biting Weiss's breasts and nipples to assert ownership – dominance - before deciding she'd had enough of that, whereupon she unceremoniously dropped Weiss to the floor…

Weiss collapsed in a trembling heap under the luminous red gaze of the original Ursula, which watched patiently for Ruby to finish playing with her prey.

"Come on Weiss… Get up…." Ruby chuckled in her grimm-addled elirium, raising a tentacle to whip her partners upturned ass, "We're not done…."

Ruby whipped her again and again, licking her lips, crimson eyes unflinching at the welts on Weiss's shapely haunch, before she tired of it, grappling Weiss's thighs to pull the now struggling Heiress back toward her and whipping her straight on the clit for good measure this time, forcing the Heiress's back to arch in involuntary pleasure.

"Weiss…" Ruby whined like an angry child as she towered over her 'lover,' "Don't you love me anymore…?"

"R-Ruby please… T-this isn't you… L-let me go-,"

"Why!?" Ruby slammed her fist onto her Ursula half in a jealous rage now, "Do you like the others more than me!?"

"Ruby no! Of course not! But Look at what's happened to you! What you're do-!"

Angry, Ruby lashed forward with her tentacles, filling Weiss's mouth again, before seizing her hand and foot again, lifting her and turning her around to face away. "I-I'll make you love me again!" Ruby half-yells, half whimpers, wrapping her arms around Weiss from behind and hugging her to herself, reaching up to grope Weiss's breast in one hand and spreading Weis's folds with the other.

"Ruby please-,"

But the corrupted Huntress didn't listen, instead shuddering in primal lust as an orifice opened on her lower body and from it emerged three ribbed insemination tendrils, each as thick as her arm. She couldn't stop now even if she wanted to – the pleasure, sensation, bodily compulsion – was too overwhelming for her to restrain herself. Every slightest movement she made of any of her insemination tentacles felt as though someone was blowing across what had once been her clit, and when she brushed the shafts against anything, she felt like she was vigorously pleasured, all of which impelled her to take her toy ever harder… She couldn't bear the thought of not stimulating any of the members… she had to pleasure all of herself… One member pressed against Weiss's ass, the second forced itself against Weiss's clenched teeth, and the last, thickest member pressed against the entrance to Weiss's abused vagina, merely rubbing at first as Ruby took a deep breath and savored the pleasure…

"N-no…" Weiss whimpered through clenched teeth, "T-too much…"

But the die was cast, and with a lusty groan, Ruby pushed her three members inside Weiss all at once, asserting total domination and possession. Weiss's body convulsed as her walls were spread stretching her pussy, brute forcing its way up her ass, and filling her mouth utterly, before all three began pumping inside her in synch. Weiss's eyes went crossed, and then she fell completely limp, her aura being leeched away as she was plowed in every hole, she had no fight left…

"Oh! Weis… You feel so… GOOD!" Ruby moans, like a child having instantly recovered from a temper tantrum after being given some candy, and she came, pumping Weiss full all over. Ruby's body shuddered and shook in ecstasy as the fluids gushed forth from her and almost instantly began to take effect on Weiss's body.

"We promised Weiss…" Ruby caresses her limp partner's rapidly swelling womb tenderly as her members finally withdraw after nearly ten minutes of pounding, "I'm all yours… and you're all mine…"

Ruby was blind and deaf to the chaos around her as she turned Weiss around in the grip of her tentacles and drew her close, affectionately nuzzling her face into Weiss's bulging breasts and embracing her swelling belly as Weiss's body began to undergo the changes involved in the semi-permanent impregnation by which she would birth brood after brood for her corrupted lover…

Suddenly, all the grotesque activity in the room froze at the sound of a long, slow clapping, "Excellent… You'll need to re-learn some self-control Miss Rose… but this… this is a magnificent development…"

Ruby's attention, as well as that of all the Ursula in the room, instantly snapped to the ruined entrance to the dining hall, slithering protectively between the headmaster and her mate, before her crimson eyes went wide and she felt just slightly guilty, "Ozpin! You… Sir… I…"

"No, no, there is no need for apologies Miss Rose… All the sacrifices shall prove worth it in the end…"

"W-What…?" Ruby asked, her confusion allowing her humanity to reassert itself more strongly, "What do you mean…?"

"Don't you see Ruby? I could have stopped this at any time, but I knew the ordeal would make my students stronger…" He sipped his coffee, "But even I couldn't foresee what's happened to you… and it is excellent…."

"You what!?" Ruby blanched, before clenching her teeth and fists, gazing down at what she'd become once more, momentarily out of the thrall of her lust, "You let this happen…?"

"Yes…" He sipped his coffee again raising his cane and fired a shot from the tip, striking the great Ursula dead-center , and after a moment's delay, the creature's body convulsed and exploded, "And now Miss Rose, the Grimm do not even see you as a threat… You could be the perfect huntress…."

A maelstrom of blood-curdling screeches erupted as the great Ursula faded away and all the lesser ones recoiled as though struck themselves. A legion of Grimm screamed inside Ruby's mind and she convulsed, the beast clawing back for control as her eyes glowed brighter when her gaze returned to Ozpin, yet the headmaster remained clueless.

"This will take some… feeling out… some experimentation perhaps… but once we learn how to make all your fellow Huntresses like you-,"

Suddenly, the room fell deadly quiet again; all the screaming stopped, and by the time Ozpin realized the change, Ruby was pointing at him, and after a heartbeat, the ubiquitous sound of slithering filled the room, the halls… emanating from the vents, emerging from all around, surrounding the mad headmaster, and then it sank in…

"I see…"

Right then… I trust that you see where that was going… In any case, while this is the finale for this story, I will at the very least also eventually post a Winter chapter after this, though it will probably ignore the plot and just have tentacle smut for the sake of it. Similarly, this will also be the home for any future tentacle one-shots I should feel the desire to write, so you can perhaps look forward to that if this is you r thing – which I'd imagine it is if you've made it this far in this fic….

That all being said, in case you thought I'd do the smart thing and just focus on 'Playtime with Snow White,' let me just take the opportunity to prove myself foolish… I do plan to start another fic alongside 'Playtime,' though I've presently got two different ideas, which is why I'd like to put it to you, my esteemed readers. I won't spoil what exactly I've got in mind, but if you could vote on a couple of key words in the reviews or PMs, that would help me decide – the keywords being either "Swimsuits" or "Witchcraft." I will say that the former will be lighter and softer than the latter, but neither would even approach the level of… unsettling.. .that I've delved into here… not as much… Also, on a more or less unrelated note, who's excited to play with Team NDGO? I know I am~