Title: RWBY Likes Octopi

Fandom: RWBY

Words: 3630

Summary: An Octopus Faunus with some interesting extra appendages like to rape women, and decide to make Team RWBY his.

Tags: Pregnancy, Breast Expansion, Hyper Assets, Birthing, Tentacles, Multibreast, Incest, Non-con, nipplefuck

xxx

Summer Rose giggled as she was dragged into a shed by her master, all four of her tits jiggling as he pulled her inside.

Her four massive tits, that covered most of her torso, with long dark nipples that were pierced by diamond studs. She loved the extra titties her master had given her.

He lifted her head up and started licking her face with glee, and as his tongue went over sensitive mouth-pussy she moaned.

The tongue eventually entered her mouth and their tongues wrestled for a bit, both of them moaning before it was ended.

Then he stood fully up, her eyes locked on his crotch as she saw his dick starting to rise from his pants as it got erect.

And erect it got as the massive cock cast a shadow on her face, the massive cock, it was so long it was reaching up to his face, and so girthy it was wider than her face as it landed on it.

And it made her smile.

xxx

It was a sunny day in Vale, and in one of the many parks sat an older man who was in the middle of feeding the various birds with a loaf of bread. His face and age would denote him as a 'silver fox' as he was well aged.

But one look at his clothing one could see that he was not the most well of person and was presumably homeless.

But even so the man looking happy.

His eyes wandered the park and his eyes landed on four girls passing by, his eyes lingering on their well-developed butts, especially the one in red, his tongue glazed his lips as he set his eyes on his new target.

The girls all let out a yelp of surprise and shock as they felt something smack against their asses. They looked around but they could only see the old man who was clearly to far away to have even touched them.

And so they walked away rubbing their butts, not seeing something slither in the bushes as they did.

The old man stood up and looked behind him seeing the through the bushes his latest victims, a married lesbian.

Saphron and Terra Arc, their bodies striped of their clothes and now cover in thick gooey and black cum, bliss on their faces as tentacles retracted from their bloated wombs.

For the old man was actually a Serial Rapist who used his Semblance and Faunus Heritage, that being some rather lewd octopus tentacles. He was known as Ock, and his Semblance allowed him to mess with peoples' memories, making them ignore him as he raped their bodies. Only knowing what happened until after he had left, and the people didn't even know who he was.

And so Ock used his Semblance to follow the girls, and did so for two hours and learned that they were Team RWBY, Beacon students making Ock lust even harder after them as he snuck into their shower where they were naked and washing each other.

Stroking his cock at the sigh of their teenage bodies.

"Hey Ruby?"

"Yes Weiss," The girl that was looking more and more familiar to Ock responded.

"I just noticed your tattoo, I didn't take you for that kind of girl," Weiss said as she pointed at the rather well-done octopus that was drawn directly on top of Ruby's womb.

And that is where it clicked for Ock were he had seen Ruby and the blond before. They had been some of his previous victims alongside their mother. She was looking like the spitting image of one of his favorite fuck toys.

Damn now he was getting nostalgic, he would have to pick her back up.

"Its to remember a very special person," Ruby responded and that made Ock raise an eyebrow. Little Ruby remembered him? That should not have been possible, as he made sure to wipe himself.

Weiss raised an eyebrow but Ruby did not elaborate further as they finished cleaning up and put on pajamas, with Ock following them into their room.

Where they just talked with each other further, and Ruby and her older sister Yang teased each other, groping the assets he caused them to develop at a young age.

"Man, how come you to have these massive jugs, Yang…" Ruby said as she molested her sister's gigantic breasts, her large nipples easily highlighted by her orange tank top bearing her emblem. "It just isn't fair!"

Though Yang just fired back and retaliated with her own molesting, squeezing Ruby fat ass. "What isn't fair is how my little sister managed this dump truck of an ass."

"I-it's not that big Yang!" Ruby protested as Yang gave it a few claps making it jiggle causing their other two members of team RWBY to plush as they watched the rather physical affection between the two sisters. "These PJs are several sizes larger than mine, ya know?" She gave the white and red polka dotted PJs a pull emphasizing Ruby's large ass cheeks even more than before, making Ock almost blow his load all over the girls, but he managed to restrain himself.

He couldn't do that just yet.

He waited until they fell asleep before he got to work, their bodies moving as they did.

Ruby had her ass up so high that her pants has slid down exposing her pussy which he gave a quick smell, and yes this still smelled like it had seven years ago.

While Blake were in the same position, though her pants clung tightly to her hips, her Bellabooty still hidden, as it clicked that her mother was one of his current mates, who he was now along with her daughter thinking of making into a permanent broodmare.

Ock could also see Yang's now fully exposed breasts, her nipples looking like they were on their way to becoming a perfect pair of pussy nipples. One of his tentacles moved and made a small injection beneath her tits as a wonderful idea had entered his mind, as he decided to make her closer to her mother.

And then there was Schnee, her dress was lifted up so that her panties and immense childbearing hips were on full display. Ock couldn't wait to make her carry some and if she looked like this he might have and go pick up her mother if she was anything like her daughter, she would be perfect.

And so he placed hyper sized cock against Ruby's mouth, forcing it inside as she slept. The girl moaning in nostalgia at the taste and smell.

Seconds later he came to down her throat, filling her stomach with several liters of cum, before moving onto the others.

With the most important one being Yang as she needed it for her growth, and he could already see that where had injected her earlier a nipple had formed and quickly swelled into A-cup breasts.

Giving her two sets of titties, the second obviously going to the match the first soon enough.

And so Ock stayed in Beacon, feeding the girls each night as he marked them as his, planning to take them to his Cave when they decided to split.

Four days passed before they each left to do their own errands.

Ruby hummed and smile happily as she skipped down the streets of Vale before a tentacle went and wrapped its way around her mouth as she was dragged into darkness.

Put Ruby did not panick she just smilled as she recognized the scent and the taste of the tentacle that had now moved its was into her mouth and down her throat, fucking it lewdly.

Her Master had returned.

And quickly surprised Ock by pushing him to the ground and slamming her pussy on his cock, moaning as her belly was stretched to maximum capacity. Ruby moved her body up and down the shaft, mooing and moaning as she tried to Snu-snu him.

But after the surprise vanished Ock turned it around, the much larger and older male, getting back up and proceeding down fuck Ruby, taking his cock out of her pussy and put into her stretched out asshole. It feelt just the same as it had seven years ago.

Xxx

Ock smiled as he watched Yang train while trying to keep all four of her breasts contained, the second pair he had granted her almost matching the owns he had grown above.

Her face was flushed as her shirt kept getting bushed up as she did deadlifts exposing her lower pair, as she had yet gone a proper pair of bras for them. And she was still confused as to how she had gotten them, she knew Summer had four breasts and wasn't a Faunus, and she wasn't neither and she was not her biological daughter so she couldn't have gotten them form her.

Ruby should have been the one with four titties if that was the case, but she wasn't.

So she was confused, but thankfully no one had seemed to comment on her extra pairs.(Which was thanks Ock editing them out of peoples memories, though Yang didn't know that.)

But as she went to switch out her weights, Ock got an idea.

He laid on his back where Yang squatted his cock fully erect and Semblance in full effect, so then the blond went to squat. The humongous cock grinded against her pussy, and went between the cleavage of tit, the head barely pocking through the top.

With Yang not knowing a thing thanks to Ock's Semblance, just feeling a buzz sensation and wetness against her skin which she thought was sweat and not Ock's precum bubbling forth and coating her chest and boobs.

Yang did enjoy sensation and so continued to move and down, unknowingly giving Ock a multi-titjob.

But it came to an end then Yang heard the sound of ripping and looked down to see that her tights had ripped exposing her pussy as she did not wear underwear underneath.

She blushed a little harder, but she could feel her pussy, buzzing, as it enjoyed the sensation of being exposed without anybody knowing.

And so she continued with her workout, but this time Ock adjusted his position so that Yang's pussy lips hit his cock, making her cum and losing her footing. Resulting in Yang accidentally impaling herself on Ock's hyper cock, her pussy squirting out a flood juice as her body came rapidly as Ock just decided to go with the situation.

And so he fucked her in the gym, his tentacles finding more holes to fuck, and with how big her titties were they quickly found purchase inside of her breasts as they nipple fucked her. They nipples turning black as he came inside of her.

Xxx

Weiss Schnee was in the middle of doing Yoga, with Ock watching her as she did. His eyes appreciated how flexible she was. And it made him wonder how flexible her insides were.

And he quickly got work finding that out as he unleashed his tentacles on the girl, taking her by surprise as her mouth, ass, and pussy were filled by his tentacles, each of them filling her with black cum, her nipples darkening quickly as he did.

Xxx

Ock watched as Black Belladonna laid in the middle of the forest as she did some private reading of one her of smuttier books.

He walked towards her and laid his head on her bubbly butt, it wasn't as big as Ruby's but then he was done it was definitely going to match and her tits were going to be the size of Yang's current pair.

And so he got to work, as his tentacles popped out and quickly found their way into her holes, but the cat Faunus just kept reading as her pussy, ass and mouth was filled with him.

Just letting out moans as she didn't really know what was making her feeling this good, she just knew that she was getting more off to this book than she thought she was.

Though that lasted until Ock dropped the effects of his Semblance and quickly came inside of the girl, drowning her mind in a flood bliss with his black cum, her nipples turning black ass well.

And so like that all the girls had been captured, and it was time to properly make them his broodmares.

Xxx

Ock whistled to himself as he walked towards his current base, several months had passed since he had selected Team RWBY as his new victims and made them into his broodmares, the four proving to perfect for him as their pregnancies progress far faster than normal allowing them to birth more than a normal woman.

Just like their mothers.

And right now they were all inside his base, a cave where they were all being fucked by clones of himself and their tentacles. He had managed to obtain that power, by fucking four girls who had called themselves Maidens, though they could no longer be called either version as he had taken their virginities and their magic for himself.

He entered the cave, which was full of tentacles, the flesh an extension of himself that covered the entirety of the cave, along with a thick coating of his cum, which slowly pooled into an actual poll of his cum which his girls drank their fill from as it go denser in there.

He smiled as he looked at his favorite so far broodmares, who were all busy being fucked by his clones or the tentacles, his special babies that they had birther.

Weiss and her mother Willow were in the wall, arms bound as all the tentacles filled their holes, multiple tentacles in some of them. Weiss had not changed that much, her breasts only swollen a cup size or two and that was mostly due to all the milk she was making to support all the babies her now expanded hips allowed her to carry, her black nipples were also pierced with studs that she loved having teased.

As for Willow, hip wise she was in the same category as her mother, but Ock had extra fun with the white-haired MILF, and forcefully modified her body by basically making her into a Faunus, a dog one to specific, though her animal trait were the eight Double D titties that now adorned her torso, all eight of her dark nipples leaking milk due to her oh so gravid belly. And like her daughter each of her nipples were pierced with a lovely diamond.

Over to the side was Blake and her mother Kali, booth of them had their asses expanded to an even greater size, while their tits matched what Yang did in face used to have before he had re-taken her. Though it seemed that Blake was just as fascinated with her mother's ass like he was as she loved to eat out all the black cum he fired into it.

And right now the former White Fang Agent looked at him with hearts in her eyes as she presented her mother's ass to him, the Cat MILF looking at him with anticipation.

But he did not go for it, instead he took his torso long cock and thrusted in into Blake's ass, stretching her stomach out, while a clone took Kali from behind, while their tentacles went into their pussies. Mother and daughter howled in delight as their already pregnant bellies were filled with even more cum.

After he was done with them, Ock looked at Summer and Ruby his favorite Mother and Daughter pair if he had to be honest.

Who right now was in the middle of doing some nursing, with Ruby having her head in her mother's lap while she suck on the lowest of her four titties, the giant tit having enough milk to satisfy the girl as she drained. Ruby's ass had grown even larger now with it going into what could be called hyper size, it being so big that sitting lifted her up, her breasts now also larger, larger than what Yang used to have, but still way smaller than her current epic seize.

Ruby let out a moan as she was also currently being fingered by her mother as she nursed on her tit to get to her favorite milk.

Her tits gushing milk, they were being fucked by random tentacles.

He took his eye away from the pair and he looked at his singular favorite girl.

Yang Xiao-Long.

Whose four tits had grown so massive that she was at this point more breast mass than person mass, her entire torso was covered in boob flesh. They were so large in fact, that Ock could now actually nipplefuck Yang with his actual cock and not just his tentacles, which he loved to do while nursing milk from another breast.

He walked towards Yang, the blond presenting her pussy as always, as she was such a good girl. Though as he did, Ock's cock transformed gaining spines and ridges down its length.

Which he immediately thrusted into Yang's gapping cunt, the new additions pulling her at inner flesh to cause even more pain and pleasure to the blond.

She screamed at the pain, but it was quickly silenced by Ock kissing her and her voice quickly became moans as she got used to the changed cock.

And while he fucked her, all of his tentacles, those on his body, his clones, and the cave then wild thrusting in every other hole present in the cave.

The gangbang continued until Ock had his penultimate orgasm, liters of cum were pumped into their stomachs, swelling from the amount he was firing even if most was spilling from around the intruding members.

He pulled his tongue and cock out of Yang, though licking her face on the way out as she pants in exhaustion, for going at this for two weeks straight was starting to get really exhausting.

Ock sat himself besides Yang and began to stroke one of her cock sized nipples, while she stroked his cock, the two masturbating each other until they both came once more.

Yang cumming made her breast gush like a faucet from her nipples as she sprayed milk all over everyone.

While Ock's cock did the same, but with cum.

After that exhaustion really began to set in and so he used his tentacles to retrieve the other three members of Team RWBY.

Yang's breasts were used as pillows, while Blake was put on top of his to act as a face mask to block out any other source of light, while Ruby and Weiss were placed as his side their bodies used as mufflers so that no sound could disturb him.

While the MILFs each got a clone to sleep with.

Xxx

Terra, Saphron and Nora Valkyrie were walking naked to the cave carrying a barrel, their stomachs bounced as they walked, their pregnant bellies looking like they were about to burst, the tentacles that could be seeing pressing against the skin from the inside demonstrated that perfectly.

They entered the cave and came saw a familiar scene of birthing taking place before them.

Blake and her mother were squatting twerking their large butts, spreading them a few times as they gave birth to a mass of tentacles that quickly started fucking them back as the mass joined the rest.

While Willow and Weiss were on the ground, feet on the floor, and legs raised up as from their pussies a huge load of cum burst from their pussies as a large cock exited their pussies, before a humanoid form followed, their boys already rearing and ready to go just like their father.

The children they had already birthing suckling on their tits, with few of Weiss' babies having to go to their grandmother for nourishment as they rubbed their already huge cock across her body.

Ruby and Summer had put themselves in the mating press pose as they presented their birthing pussies to Ock, and he watched as both well hung babies and tenacles were born from their womb, milk squirting from their nipples as they were milk by special tentacles Ock had designed that harvested their milk for all the other children to consume.

All the while Yang was sitting on Ock's lap, her pussy contacting as she gave birth to one child after another, all of them crawling out of her pussy as she hugged Ock's superior, and gigantic cock, her face making out with the underside of the crown as he greeted the other women.

"We've got something for you master," They said as they tipped over the barrel causing all the black cum that was inside of it to flow out, which was followed by a blissed out Pyrrha Nikos who was caressing a very obviously pregnant belly, as she had just been impregnated from the cum flowing into her pussy and attacking her eggs.

"Good job." He replied as his tentacles struck and filled their hole, the three girls that had brought Pyrrha, squealing in delight as their water broke.

Xxx

And in another place far from the cave Neo and Emerald were moaning as their pussies contracted, milk spilled from their enlarged breasts as they gave birth to Ock's children, all the while they were observing the two female members of team CWFY who were talking with Glynda Goodwitch about looking for Team RWBY.

While behind them Cinder laid, still coated in buckets of cum while her recently birthed twins suckled on her breasts, her hands stocking their already working cocks, while their tencalces had found their way back inside of their mommy's pussy.

Xxx

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