Greetings, strangers! I just wanted to say that for those who follow me on AO3 as well, good news for my one-shot smut collection: At the behest of a comment from there, all of the chapters in that collection are listed with their pairings in the chapter titles to make it a bit easier to find them. That's all. Now, onto this threesome.


Oscar was resting after an intense training session. He'd started using the staff that Ozpin gave him more as a weapon, practising some very intense defence with Raven and Summer both helping him with the promise of sex if he did well. Oscar did kindly reject their offer as he didn't want to be more tired, and to his surprise, the two mothers didn't take the rejection too harshly.

"You should consider yourself lucky that they take it easy on you," Weiss said next to him.

"Yeah... I really do," Oscar said. "You're less... eager for it. I appreciate that about you."

Weiss giggled. "Well... I did lose my virginity to you. I consider you a special person. I mean, we've had sex since, but I know that you really do want to learn."

"It's weird," Oscar said. "I'm doing my best in lessons and I like to think that I'm progressing pretty far. But at the same time, the fact that I've had sex with the teachers and the fact that those teachers are Team RWBY's mothers... it's just odd."

"Well, just Yang and Ruby's mothers," Weiss corrected. "My own mum isn't likely to show up soon. She's busy with Schnee Dust Company stuff."

"What about Blake's mum?"

"She's married to the head of an island full of Faunus," Weiss said. "Menagerie is a small place that's very difficult to even get into, especially if you're human. I... also have a bad reputation there. Some Schnee Company stuff happened a long time ago with my dad being... well, himself."

"As Yang said, your father is a prick," Oscar replied. "And I believe that she called your brother a... cunt."

"Both are pretty accurate," Weiss sighed. "Klein's the only person who cares about me in that mansion."

"Who's Klein?"

"The family butler. One of the sweetest people ever too. Besides you, of course."

"Thank you," Oscar blushed. "So... you still have lessons, right?"

"Actually, I booked this last one off to spend time with you..." Weiss said.

"Really? That can't have been easy. Thanks for doing that."

"It was strangely easy," Weiss said. "Especially since it was Glynda who said it was okay."

"Okay, that concerns me," Oscar chuckled.

"You and me both," Weiss giggled. "She said that she's taking time off tomorrow anyway for something personal but she didn't say what. She did hint at a new substitute teacher, though."

"Okay, now I'm filled with more concern," Oscar sighed. "I guess we'll have to wait until tomorrow."

Weiss' Scroll beeped with a message and she saw Yang trying to call her. "Hello?"

"Weiss! Oscar! First of all, you both look adorable snuggled up like that. Secondly... you're not going to believe who just got here. I know that Blake can't."

"Get to the cafeteria!" Ruby said. "You're going to want to see this!"

"We'll be there," Weiss said, sighing. "I really wanted to snuggle with you more."

"We can get back to it when we've seen what's happening," said Oscar.

The Schnee heiress nodded and left the bed with Oscar, the two holding hands as they went to the cafeteria together. On the way there, Blake had joined them from the library, carrying a book with her and blushing as she tried to hide it from them, making them both raise an eyebrow.

Oscar spotted the title. "It's... a Grimm anatomy textbook?"

Blake gulped. "Yes it's that. Exactly that. Nothing else."

"It's a porn book, isn't it?" Weiss asked.

"It's art!" Blake said indignantly.

"Now now, Blake, is there any need to yell so much?" asked a voice ahead of them.

Blake, Oscar, and Weiss all looked up ahead, seeing what appeared to be older versions of Blake and Weiss. Blake's counterpart had a pair of fluffy ears on her head and amber-coloured eyes. Some light wrinkles touched her face, adding to her maturity and beauty. Weiss' equivalent had a side ponytail and could have passed for Weiss' older sister. Both women were wearing clothes with similar colours, the former having black and white with some purple touches and the latter wearing white and dark blue.

"Mum?!" Weiss and Blake gasped at the same time.

"Blake!" said Kali Belladonna, going over to hug her daughter. "Still reading your art books, I see?"

"I... I am..." Blake blushed.

"Weiss..." Willow smiled and knelt to hug her daughter as well. "It's so good to see you."

"Mum..." Weiss bit back some tears before caving and wrapping her arms around her mother's back. "It's been so long." She looked around. "Wait, where's Winter?"

"Oh, she's been busy with the Atlesian military," Willow replied. "She's had to pull double duty with Ironwood making some big arrangements for the army. She should be here within... my guess is the month. She did say that she misses you, though."

"A Scroll call is free," Weiss huffed.

"Like I said, she's busy," Willow replied. "But never mind that. This is Oscar, yes?"

"It is indeed," Raven said, walking in with Summer in tow.

"Oh great, the gang's all here," Yang said, chuckling.

"Well... it's official," Oscar gulped. "All of your daughters got your looks from you."

"Aw... so sweet of you," Kali said, leaning to hug Oscar, squishing his head between her clothed but large breasts.

Willow hugged from the other side, squishing the back of his head to her own chest. "Yes, you've apparently been quite the help with our daughters... and not just for schoolwork."

"It's been a pleasure," Oscar said, muffled heavily.

"I'll be that it has," Kali giggled. "But we'll talk more about that later. I'm starving right now."

"Ooh, me too," said Summer from across the way, smiling at the two mothers. "How about you, Raven?"

Raven, who stood next to Summer, nodded. "I could eat."

"Then let's do that. I'll pay," Willow smiled. "It was nice to meet you, Oscar."

Kali leaned down to whisper in Oscar's ear. "You behave yourself while we're gone~"

Oscar gulped as they left before going to sit down. "Why do you all have beautiful mothers who want to have sex with me?"

"Oh wow, it must be so hard being you," Ruby snarked.

"I'm going to guess that they're teachers too?" Oscar said, ignoring Ruby's snark.

"Actually-" Glynda's voice started.

"AH!" Oscar jumped.

"They're going to be something like assistant teachers. They'll mostly be working to help with the training room."

"That seems pretty menial," Weiss stated.

"Quite, but their excuse is valid as they're not going to be spending all of their time here," Glynda said. "Due to their positions in their careers, they're only going to be here for a couple of weeks. It might take them some time before they're here permanently."

"Well, my mum is the chieftain's wife," Blake said. "My dad can keep the citizens calm but without my mum there, it may not stand."

"And my mum is good for the Schnee image," Weiss said sadly. "Shame as my dad is just... not a good person."

"I've heard that your mother suffers problems with alcohol," said Glynda. "Is this true?"

"If you had to share that house with the likes of my father and brother, you'd probably do the same," Weiss sighed. "Luckily, I have a different way of helping with stress." She blushed at Oscar.

"I get it, you're both cute," Glynda said. "Try to contain yourselves for my sake, please."

She then left, and the rest of the day rolled on as normal. The next day, the students were in the cafeteria for breakfast, with Oscar sat between Yang and Nora who were both speaking in whispers with Oscar between them, their chests pressed against his shoulders, making his eating breakfast very difficult.

"Do you think that Kali and Willow will be permanent teachers here?" Nora asked. "It's weird that they're temporary assistants, no?"

"I guess that it makes sense," Yang said, shrugging. "They're both busy with other stuff outside of this."

"Well, what about Raven and Summer?" Pyrrha asked from across them.

"My mum is a drifter more than anything, so it's nice to have her in one place," said Yang. "As for Summer... I don't really know."

"I should ask her at some point," Ruby said. "I really thought I lost her when I was young."

"Same for me with my mum," Yang replied. "It's so weird. But at least I sort of know where my mum went." She reached for her little sister's hand and rubbed it. "We'll ask Summer together, okay?"

"I'd like that," Ruby smiled. She then looked up as Kali walked over to the table. "Oh, hi Mrs. Belladonna."

"Hey there," Kali smiled at the group. "Where is... ah, there he is. Nestled between two impressive sets of breasts."

"He's fond of them," Yang giggled.

"Fine by me. I love having them played with," Nora replied.

"Mine or yours?" Yang asked.

"Yes."

"Anyway... I wanted to let Oscar know that he's got the day off," Kali said.

"Wait, really?" Ruby asked.

"Oh no..." Oscar replied.

"And after you've eaten, I'd like you to come with me to the main lecture hall. Meet me there."

"O-Okay..." Oscar said.

The farm boy ate his breakfast as well as he could before leaving the others to go to the lecture hall. He saw that the door was cracked open so he walked in to find Kali Belladonna... and Willow Schnee... on the front desk. In their underwear. The two perked up as he entered and the Schnee mother smiled.

"My my, you showed up~" Willow said.

"I was told to come here..." Oscar replied. "So, uh... how... how can I help?"

"Oh, I think that you know how you can help," Kali said, setting up a Scroll before slipping off of the desk. "You're... very handsome indeed. Cute, yes, but you've got a good build as well. Although your confidence needs work."

"I've been trying to work on it, but it's not easy when your daughters spend so much time around me and we have lots of sex." Oscar blushed. "I'd sugarcoat it but... I really don't see the point in doing so in this situation."

"I understand that you took Weiss' virginity," Willow said, setting up her own Scroll. "Thank you for being a caring lover for her first time."

"You're... welcome?" Oscar said. "I'm not sure how to answer that."

"Then how about we stop talking?" Kali asked.

She knelt down a bit to kiss Oscar, planting her lips on his as her hand touched his chin, bringing him deeper into the kiss as her other hand reached down to cup his crotch. He moaned into the kiss and she soon pushed her tongue against his lips, and he didn't waste time in battling his tongue with hers. He groaned more as she undid his zip, pulling the jeans down and then his boxers. She gasped as she felt his impressive and half-hard length, stroking it up and down while she snapped a finger behind her. Willow giggled and walked around behind Oscar, getting onto her knees and pushing her face near his ass cheeks.

"I've seen that the girls like doing this for you," Willow said. "I don't usually get dirty like this... but then again, you're not my husband~"

"Oh, screw the husbands, this is for us," Kali giggled. "I'll take the front end."

She got on her knees and stroked Oscar's cock, leaning to plant her lips around it and starting to bob her head up and down it instantly, panting as she sucked his cock while she put a hand on the base of his shaft. She brought her lips to the head of his cock and stroked him hard as her tongue flickered around the inside of his foreskin, giggling at his shuddering moan while she continued to stroke him. Her hands moved up and down more and more, rubbing her hands up rougher and opened her mouth, sticking her tongue out and licking the slit on the tip of his cock before closing her mouth on his shaft and moving her head down again.

Willow continued her tonguing of Oscar's ass, reaching around to grab Kali's head and patting her ears, making her purr as she took the farm boy's cock deeper before she reached for the back of the Schnee mother's head as well. Willow giggled and kept licking Oscar's anus, her head grinding up and down over his crack and lapping at his ass-hole while she planted her hands on his hips. She stuck her tongue out and moved back and forth, pushing her tongue up his hole and then pulling back out, repeating the motion as Kali stroked Willow's hair playfully, making Willow do it more back to her as both milfs giggled.

Oscar moaned as well at the two mothers pleasing him like this, placing his right hand on Kali's head and his left reaching behind for Willow's. He moved his hips back and forth, making his cock start to go deeper into Kali's mouth as Willow leaned her head in more to lick his ass, her hands scratching against his ass cheeks as Kali moved her head up some more. Oscar groaned as he pushed his dick forwards, sliding it deep into the Belladonna mother's mouth and making her moan as she deep-throated him, her hands behind her back to unhook her bra while Willow slipped out from behind Oscar to kneel with Kali.

"Want to switch~?" the Schnee mother asked.

Kali put a finger up, before grabbing Oscar's hips and pushing her head forward. Willow took the chance to grab Kali's head as well, even slipping her fingers around to hook the sides of the cat Faunus' mouth open, making her giggle as she slobbered on the student's cock before Oscar took control, grabbing the back of Kali's head and pushing it down deep. She gasped and mewled a bit as she took his prick all of the way down, and Willow pushed on the back of her head a bit as well before stopping. Oscar stopped as well and Kali pulled herself back up slowly, her spit coating Oscar's dick as she let out a gasp of air before sliding behind the boy.

She wasted no time in pushing her face between his ass cheeks, licking his hole while Willow stroked his slick meaty pole with her hands, reaching to remove her own bra and leaning herself forwards to take his cock into her mouth. She moaned and started sucking it, easily taking half of his length into her mouth thanks to the spit that covered his cock, her left hand going to his balls to stroked them as he started thrusting his hips. She giggled and kept palming his sack while her other hand stroked the base of his shaft, going up as her head went down, her hand and mouth meeting in the middle and repeating the action a few more times.

Kali giggled as Oscar's ass moved up and down over her face, her tongue pushed deep into his hole as she reached her hands to spread it a bit, giving her better access while she ate his ass. She ground her face deep against his butt and taint, her tongue even flicking out to lap at his scrotal skin before dragging a line up over his cock. She happily served him like this more and more before reaching a hand down to her panties. She pushed her fingers to her pussy and starting to finger herself, her juices leaking against her digits while she rimmed Oscar more, her tongue delving deeper into his hole while her other hand moved up to play with her tits.

Willow gasped and started to fondle her own breasts before moving her head all of the way down, taking Oscar's cock deep into her throat while she felt an intrusion, seeing one of Kali's feet extending forwards. She giggled and pushed her panties aside to expose her pussy before reaching a foot of her own over, forcing Kali to shift her own panties to the side. The two women started to rub each other's clits with their feet while blowing and rimming Oscar, both moaning more as they played with their nipples and panted, giggling and making their tongues and mouths vibrate more before they both pulled said mouths away from the young man they were sharing.

"Fuck, that feels amazing~" Kali gasped and started to spray against Willow's foot, feeling the Schnee mother do the same to her. "Hehe... I'd say that our cunts are pretty wet~"

"They could be wetter~" Willow smiled. "Let's feel that tongue on our pussies... I wonder how he wants us?"

"Get up on the front desk," Oscar said. "Side by side."

"Ooh... a bit more forceful than normal..." Kali giggled. "I like that confidence. It's sexy~"

The two women walked over to the desk, losing their panties on the way over to it as their asses jiggled with each step that they took. Oscar shed the rest of his own clothes as he walked over to them, Willow on the left and Kali on the right. He went for the Schnee milf first, kneeling down and kissing her foot up her leg, moaning as he kissed up it, stroking his calf as he moved his lips further up. He soon found his face between her legs, and he moaned as he pushed his face in her cunt, his mouth and tongue lapping at her labia and making her groan as she put a hand on the back of his head, pushing him deeper as he ate her wet hole.

She bit her lip as the young man ate her pussy, his hands keeping on her legs and holding them apart as his tongue delved deep inside of her, making her moan as he lapped at her cunt over and over, making her growl as he licked her. He pushed his tongue in deep, keeping it there and grinding his mouth against her pussy as he brought his fingers up under the crack of her ass, pushing some fingers against her brown hole. She grunted as he slowly pushed his fingers in, his mouth moving to suck hard on her clit, his eyes closed as he gently pumped his fingers into her ass-hole while his tongue kept lapping inside of her leaking pussy.

Willow moaned and rolled her head back, her groans of pleasure stifled as Kali pulled her close for a kiss. Willow giggled and kissed Blake's mother happily, reaching the hand that wasn't buried in Oscar's scalp over to Kali's pussy to rub her fingers along her clit. Kali purred and pushed her tongue with Willow's, grinding her hips up as Willow's moaning intensified and her legs shook. She huffed out against the Belladonna's tongue as she started to spray, her juices coating over Oscar's face and hand as he moved his fingers from her ass to her pussy, pumping them hard into her wet hole as he lapped at her clit hungrily and aggressively.

The white-haired milf grunted as she came hard, her thighs shaking as her juices sprayed in arcs around Oscar's face and hand, splashing against his chin especially as he made her cum hard. She wrapped her legs around the back of his neck and her pleasure was added to when Kali leaned to suck on her tits, making her moan and scratch behind the other milf's ears to cause her to purr. Willow rode her orgasm out as Oscar sucked her juices down before her legs went slack, giving Oscar enough freedom to move from beneath her as he kissed along her thighs, making her smile a bit before he moved his body over where Kali was on the desk.

He wasted less time with Kali as he lifted her legs up onto his shoulders and pushed his mouth against her pussy, his tongue dipping deep into her hole and making her shake as he started eating her out roughly. It took a few moments for him to settle into a groove as she pushed her hands through his hair, stroking against it as her ankles locked over his shoulders, and she was caught by surprise when Willow moved to rub her clit too. She leaned to kiss the Schnee milf as Oscar ate her out, and he grabbed at her ass and pushed some fingers into her hole, making her groan happily as his fingers began pumping her hole while her pussy kept leaking.

The farm boy ground his mouth against Kali's cunt, his tongue flickering around wildly inside of her pussy as she started to cum hard, her orgasm spraying against his face as he moved to suck on her cit, his fingers moving from her ass to her pussy. He fingered her front hole hard while Willow's hands moved to grope Kali's boobs once more, the two mothers kissing each other with lust as Oscar's tongue kept swirling against Kali's clit. He pushed his fingers faster and rougher into her pussy, making her cum spray out against his palm before pushing his face to her pussy, sucking down as many of her juices as he could before pulling his face away and wiping his mouth with his wrist.

"Ooh... you're so good at that~" Kali said as her legs shook.

"I've... practised..." Oscar admitted, scratching the back of his head.

"I'd say that he's proven why he's worthy of our daughters," Willow noted. "But there's one thing that he still hasn't done yet."

"Ah, I think that I get you," Kali said. She and Willow then turned around to shake their asses. "I wonder if he'll get the hint?"

"Well, he has to be making a connection of some sort~" Willow smirked. She then gasped as she felt Oscar's cock penetrate her deeply. "And there it is~"

Oscar grabbed onto the Schnee milf's hips and started moving his own back and forth, driving his cock deep into her wet snatch as her eyes rolled back. She turned to kiss Kali as well, their tongues meeting briefly before Kali stood back off of the desk and got behind Oscar. She opened his ass with her hands and pushed her face between his cheeks, rimming him deeply as he thrust harder and faster into Willow. Willow's eyes rolled back as Oscar fucked her like this, and Kali tongued Oscar's butt even more as his hips kept moving, his rough pounding making Willow leak around his cock before her juices exploded onto his dick, staining his thighs with her orgasm.

Kali groaned out into Oscar's ass happily before spitting on his hole and licking inside of it more, making his hips start to move again as his cock pushed back into Willow's pussy. He planted his right foot on the desk this time, and Willow turned to lick at it lazily before Kali slipped out from behind Oscar, moving to bend over the desk again and kissing the other side of his foot playfully as she and Willow giggled at each other. Kali let out a mewl of pleasure when Oscar slid his right hand over her ass, spanking her and making her open her cheeks up for him before he pushed three fingers into her anus, making her buck her hips back against his hand as his dick kept sawing against Willow's walls.

Oscar kept fingering the Belladonna mother's butt-hole as Willow's pussy clenched on his pussy, soon leaking out her juices over his cock as she hit another climax, her juices splashing back over Oscar's genitals and stomach as he pulled himself out. He lifted his cock and put it between Willow's ass cheeks, moaning as she shook her backside for him, his dick thrusting between her butt cheeks as Kali reached a hand over to spread Willow's ass. Oscar pushed the tip of his dick against Willow's ass, slowly pushing in and making her grunt as her ass accepted his cock, slowly sliding herself back for him and gasping as his meat slid into her tight brown hole.

"You did prepare for this, right?" Kali asked.

"I did, but it's been a while still..." Willow huffed out. "Okay... go slow..."

Kali giggled, scooting forwards and opening her legs. "Good thing this desk is long enough for it. Oscar, take it slow with her. I'll keep her busy~"

Kali then spread her legs and pushed her pussy forwards, and Willow leaned forwards and pushed her face between the other milf's legs, licking inside of her pussy and moaning as Oscar kept his pace steady. Willow moved her lips to Kali's clit and sucked hard on it as Oscar started moving his hips more, his thighs gently bumping against her ass as he thrust inside of her slowly. He gradually built up his pace, his cock slipping deeper into Willow's ass with each thrust before he found himself moving faster, his cock pumping into the white-haired mother's ass-hole as she moaned into Kali's pussy, making the black-haired milf moan and grip the back of Willow's head.

Oscar's hands spread Willow's ass cheeks and he started thrusting more into her ass, making her let out some moans against Kali's pussy as the farm boy kept thrusting into her ass over and over. Willow huffed out a breath while tonguing Kali's hole, and Kali giggled and lifted her legs a bit more, bringing her feet over Willow's back before Oscar grabbed them and started kissing them while Willow started to rim Kali's ass. Kali moaned and rolled her head back as the other mother ate her out, rubbing her pussy and soon letting out an orgasm while Oscar's pounding made Willow moan more, her tongue vibrating inside of the Faunus' pussy and making her purr happily.

Oscar took the opportunity to move his hips back and forth faster, and Willow started to cum, her juices spraying against the table before Oscar pulled his cock out of her ass, watching her butt gape. He slid himself back into her anal hole and fucked her again, making her eyes roll back as he kept sucking Kali's toes, moaning around them before he pulled back. Kali returned her legs to herself as Oscar reached to pushed them up a bit, making his body almost cover Willow's back so that he could lean over and suck on Kali's tits, making her groan and giggle as his thrusting made Willow hit another gushing orgasm, her eyes rolling back as she came hard from his fucking.

"Ooh, he's such a good boy~" Kali smiled, rubbing Oscar's head as he kept sucking her tits. "I'm next, right?"

"Absolutely," Oscar smiled.

"How do you want us?" Willow asked.

"Hmm... Kali on her back and you riding her face," Oscar said.

"I'm fine with that," Kali nodded. "I should return the favour, after all~"

The two woman got into position, Kali laying on her back and Willow climbing on top of her, and the two formed a sixty-nine position, wasting no time in eating each other's pussies and moaning against each other. Oscar took the chance to step forwards, pushing his cock against Kali's pussy lips and sliding his shaft against them as the head of his cock poked against Willow's face gently. She kissed the head of his prick happily, moaning as Kali tongued her pussy before the white-haired mother pushed Oscar's cock down into Kali's cunt, Willow sticking her tongue out to lick the other mother's clit as the young man's shaft slid into Kali more, making her moan against Willow's wet hole.

Oscar put his hands on Kali's legs, lifting them up and grabbing her ankles, spreading her legs in a V formation before moving his hips, his cock sliding fast and rough into her pussy as Willow flicked her tongue out to tease the top of his shaft. He groaned, focusing on fucking Kali deeper, his hips moving faster as his dick drove deeper into her pussy, making her toes curl as she pushed her mouth more against Willow's cunt. Kali started to cum as Oscar fucked her, her juices spraying up and around his cock as he doubled up, fucking into her with more speed in his strokes before pulling out to see her juices coat over his shaft, stroking himself briefly before shoving his cock back into her pussy.

He huffed out a breath as he thrust into Kali's pussy, his pace speeding up a bit as he humped himself into her, giving a few more thrusts before sliding his cock out, holding it up for Willow to suck it. She put her lips on it and bobbed her head a bit as she reached a hand down to finger Kali's ass-hole, moaning as Oscar slid his cock deep into her mouth before pulling back and pushing his cock into Kali's pussy again. He sawed himself back and forth, his prick filling out her insides over and over as her pussy quivered, hitting another squirting orgasm as Willow added two more fingers into her ass, fingering it hard to extend the orgasm's length before Oscar pulled back again.

Oscar stroked his dick and pushed his dick a bit lower, slowly sliding himself forwards as the head of his cock poked against the rim of Kali's ass while Willow removed her fingers. The head of Oscar's cock slowly pushed in more as Willow spat on his shaft, reaching her hand down to stroke the spit in as she gently grabbed it, guiding it to Kali's ass-hole. He slowly pushed in, his cock being enveloped in her anal walls as it slid in, with Willow sitting up to rub her clit and spray an orgasm from Kali eating her out, moaning and soon climbing off of the other milf, turning herself around so that she was on top of her and leaning down to smile at her.

"How does he feel?" Willow asked.

"He feels... really good..." Kali moaned. "You were right, though... it takes some getting used to..." She huffed out. "Fuck it... go hard, Oscar... fuck my ass~"

"Are you-"

"Yes, I'm sure~ Do it!"

Oscar didn't need to be told twice.

He started to move his hips fast and hard, and Kali's moans were silenced by Willow's mouth, the two milfs kissing and moaning as the mother with white hair ground her pussy with Kali's, the two meeting tongues as Oscar kept thrusting. He pumped his hips back and forth as he thrust into Kali's ass, deeply slamming into her rear hole while the two continued to grind their clits together, both moaning as they chased an orgasm together. Kali kept bucking her hips up as she sprayed against Willow's pussy, causing the Schnee mother to hit her own orgasm, the two kissing each other more as Oscar slid his cock deep into Kali's ass before pulling out and sliding himself into Willow's butt-hole.

Willow's eyes went wide, but she happily accepted his cock deep up her hole, grunting and shaking her butt as the young man plunged his meat into her back entrance, making her groan against Kali's mouth as he thrust back and forth, going at her with the same speed as he did to Kali moments ago. Willow reached behind herself in an attempt to grab his hips and pull him in deeper, and he took it as a sign to pick up the pace. His thrusts got faster inside of her ass, and she growled as he reached a hand to her clit, rubbing it and Kali's as well as he kept pounding into her ass, making her gasp and groan as the combination of techniques made her spray against Kali's pussy.

Oscar attempted to pull his cock out of her ass, but Kali scooted forwards and wrapped her legs around Oscar's hips, pulling him in deeper and making him let out a chuckle and a shrug before he resumed his pacing. He kept his hands on her ass, spanking her a bit as he kept up his hammering into her brown hole, his thrusts getting harder and faster inside of her ass, fucking her into another orgasm. She sprayed her juices on Kali's belly and pussy before Kali removed her legs, allowing Willow and Oscar some slack before he pulled out of her butt, pushing his cock lower and sliding back into Kali's ass, making Blake's mother growl as the pussy juices made it easier for his dick to slide in.

Kali huffed out as Willow climbed off of her, getting behind Oscar as he put his left leg up on the desk, deepening his thrusts as Willow pushed her face against his butt from behind, licking his ass as he thrust into the other milf more. He pounded down into her butt-hole repeatedly, making her groan in pleasure as he reached her arms as well, pulling them down and making her large breasts squish together before he reached to grope them. He twisted her nipples and moaned as Willow rimmed him deeper while he kept slamming into Kali's anal hole, making her pussy start to spurt out juices with each thrust that Oscar made inside of her hole, her thighs shaking as she came hard.

"Ugh, fuck~" Kali panted as the student slowly pulled out of her ass. "Ass to cunt, just like that... fuck that pussy good too~"

Willow licked up Oscar's ass before leaning her head under to suck along underneath the shaft of Oscar's cock. She grabbed the base of it and stroked it a bit, licking up his dick before moving back to rim him. "Better give her what she wants... she can get a bit needy otherwise~"

"Then don't hog it," Kali giggled.

Oscar couldn't help but smile at that before sliding his cock into Kali's pussy again, her legs turning a bit sideways to make her pussy feel tighter around his cock and making him groan as he resumed fucking her pussy. While he moved his hips back and forth, Willow moved to sit next to Kali, grinding her pussy over the top of Kali's right thigh and moaning as she ground herself on it. She humped her pussy against them and she gasped even more when Kali started to finger her butt-hole as well, and Oscar leaned over to kiss the Schnee mother as his hands groped at her chest while his cock kept pushing deep into the Belladonna mother's pussy-hole, making her squeak in pleasure.

He kept fondling her breasts as he thrust into Kali, making her moan while Willow kept riding on her thigh, the white-haired mother moaning as Kali kept finger-fucking her butt. She ground her hips on top of Kali more and started to squirt, her juices splashing over the Faunus' pussy and Oscar's dick, Oscar doubling his thrusts and going in harder and faster and making Kali moaned while he let go of Willow's breasts. He put his hands on Kali's hips next, focusing his thrusting deep into her and making her gasp out while Willow laid on Kali's right, opening her own legs and starting to rub her pussy, the two milfs soon squirting on each other as Oscar kept fucking Kali.

Oscar detached his dick from Kali's snatch and he moved to her ass next as the two women opened their legs, slowly moving towards each other so that they could press their pussies together. The two ground against each other while Oscar kept slamming into Kali's ass, his thighs slamming against hers as he humped into her ass, making her moan more as she and Willow kissed each other more, Kali reaching down to rub their clits together. The two started to spray against each other's pussies, their tongues trading in their mouths as they hit their mutual orgasms before Oscar pulled out of Kali and slid himself into Willow's ass-hole next, sliding in with ease.

Willow moaned as Oscar humped into her ass, and she lifted her right leg up to drape it over Kali's hip, their cunts grinding together more as they leaked against each other, Willow's pussy leaking more from Oscar fucking her. Each thrust from the farm boy made her vagina pulse, splashing her juices with Kali's and pulling away from the kiss to grope her tits. Kali grabbed back, the two mothers pinching each other's nipples as Oscar kept fucking the white-haired woman through another orgasm, pulling out as her juices splashed against hers and Kali's thighs before he moved to the other end of the desk, stroking himself as they looked up to see his hard cock hovering above them.

He moved his cock between their mouths, and they kissed up and down his shaft before he moved to the black-haired woman's mouth. He slid his shaft down her mouth, his cock soon hitting down her throat as he reached over to spread her legs. He pushed his left hand over her cunt and started rubbing her clit as his right hand moved to Willow's pussy as well, rubbing her clit and fingering her pussy as his hips kept moving. Kali happily kept sucking his cock down deep as she started to gush around Oscar's hand, moaning around his shaft and continuing to take it down as she spat around it, her entrance leaking around his fingers as she bobbed her head on his shaft.

Oscar gave her throat some more thrusts before pulling back and moving himself forwards, pushing his cock between her tits and moaning as she rimmed him happily, her tongue pushing into his ass as he thrust between her breasts. She happily cupped her tits around his cock, stroking his shaft with her breasts as she kept rimming him. He took the chance to reach down between her legs again, his hand pushing down to her ass so that he could start fingering it, his hand pumping fast as she started to gush. Her juices gushed around his hand and wrists before he pulled it back and stood off of Kali's face, still stroking himself as he walked over to Willow next.

She opened her mouth, waiting as his shaft pushed against her lips before he slid himself forwards, pushing her dick between her breasts and thrusting between them as she licked at his hole. As she tongued him, he reached down to her groin and started rubbing her sensitive nub, making her moan as she kept licking his ass, making him groan in turn as he thrust between her breasts more. She giggled as she kept licking at his ass, and she felt some shifting as Kali climbed on top of her, shaking her ass in front of Oscar before grabbing his hand, sucking the pussy juices from it before moving to push her head between Willow's legs, lapping at her pussy wildly.

Oscar smiled at that and be pulled his hips back, sliding his cock down Willow's mouth, thrusting into it as she started sucking on it, her hands reaching up to grab Kali's ass and pull her cheeks down. Oscar saw what Willow was going for, so he pulled his cock out and stroked himself before pushing his cock forwards while Willow lapped at the head of his cock as well as the Belladonna mother's pussy, trading back and forth between the two. Oscar soon stood away from them as the two women lapped at each other's pussies in a sixty-nine position, their juices splashing against each other's faces and sharing a moan before Kali climbed off of Willow, turning to face Oscar.

"How do you want us now, cutie~?" she asked.

"I'd love to have you two ride me," Oscar said. "It feels like I've been doing a lot of the work."

"Oh, you are a cheeky one when you want to be," Willow smiled. "Who goes first?"

"I'd like you first, Mrs. Schnee," Oscar said.

"I'd tell you to drop the Mrs part of that, but... I won't lie, it adds a layer to this that I kind of like."

"Will Willow do?" Oscar asked.

"Either way is fine," Willow giggled. "Now get on your back, handsome~"

Oscar laid on his back on the desk, and Willow mounted him quickly, her hips floating over his own as she faced him, reaching down to grab his dick and pushing it into her pussy. As she started to buck her hips on top of him, Kali rubbed her pussy and sat over his face, moaning and leaning to kiss Willow as she ground on Oscar's cock, moaning and thrusting her hips back and forth on top of him. He bucked his own hips up underneath her as he lapped at Kali's dripping pussy as well, trying to use his limited movement to bring the white-haired mother to an orgasm which he felt as her juices splashed over his dick and testicles, making them both groan happily.

Oscar kept eating out the Faunus milf on top of him too, his tongue delving deep inside of her folds and making her moan as she kissed Willow more while Willow kept riding herself on top of Oscar's cock. She hugged and put her hands on his chest as she rode him, grinding her hips back and forth as she started to leak, moaning and humping herself back and forth more before Kali pulled her close for another kiss. Their tongues traded together as they both moaned in another mutual orgasm, Willow spraying on Oscar's cock and Kali splashing her juices on his dick, the two even groping each other's breasts as their orgasms slowed down, both giggling gently as well.

Willow raised her hips up and sat forwards, sliding her ass over Oscar's cock and moaning as she sat down, her butt-hole taking his dick in deeply as Kali turned herself around on Oscar's face. She moaned as he started to rim her, his tongue pushing into her ass and his hands groping her butt, squeezing and spanking her while his hips continue to move up to thrust into Willow while Kali slowly slid herself back. She fingered her pussy and moaned, spraying a load onto Oscar's face as she kept scooting, her back soon against Willow's front as the Schnee mother giggled, reaching to grope Kali from behind as she started to hit another gushing orgasm of her own.

Kali smiled and turned around to help lift Willow off of Oscar as her legs shook before mounting Oscar in reverse cowgirl. While she started to ride him, Willow knelt down and leaned to kiss and suck along Oscar's hanging sack, her tongue flickering along his balls as he started to move, his hips pumping up and down as he drove his penis deep into Kali's wet hole. He thrust into her over and over as Willow pushed her head down a bit more, licking along Oscar's ass and up his shaft, even going over Kali's leaking pussy as she started to hit an orgasm, reaching to rub her clit as she came hard, her legs shaking as Oscar kept pounding her while his hands grabbed her sides.

"Ugh, fuck..." Kali's eyes rolled back. "Damn, he's... really hitting it hard..." She shook her hips up and down more as Oscar's thrusting made her pussy squirt hard. "Yes, fuck~"

"I bet it feels great, huh?" Willow giggled.

Kali nodded, reaching to stroke Oscar's cock and pushing it back further to slip it up her ass. "Ooh, yessss~" She hissed out in pleasure and rode herself on top of his dick as he plunged deep into her ass-hole. She rode herself on top of him and she gasped out as Willow started lapping at her wet hole again, her eyes rolling back as she leaked against Willow's mouth. She grunted and started to cum as Oscar reached to finger her pussy, curling his digits inside of her as Willow sucked on her clit before she started spraying, her juices splashing over Willow's face as Kali moaned. "Ugh, fuck... yes, such a good dick... and you're really good at cunt munching too, Willow~"

"I bet he's close," Willow giggled. "Are you, handsome?"

"I am..." Oscar nodded. "On the table, please."

Kali climbed off Oscar, moving to lay on her back on the table with Willow laying next to her. Oscar chuckled and lifted up Kali's legs, kissing along her ankle before sliding his cock into her pussy. She moaned and humped her hips up against his as he lifted his right leg up onto the desk, his foot scooting over between the two women's faces, and the two started kissing up his foot as he sucked Kali's toes into his mouth, moaning and rubbing her foot as the two milfs kissed up the side of his foot. Kali moaned and sucked on his big toe, starting to cum over Oscar's cock, spraying a load of her juices over his dick and balls and huffing out in pleasure as he kept ramming into her.

Oscar chuckled and pulled out of Kali, pushing himself into her ass deeply, making her moan as she started to gape, and she huffed as her ass stretched around his cock before he pulled out, switching between her hole before settling up her ass. He rammed deeply into her anus and grunted, reaching his left hand to her crotch and rubbing her clit, and she moaned out as her toes started to twitch in his mouth. They curled up as she squirted, her liquids splashing against his torso and thighs during her orgasm, her eyes rolling back as he gave her a few more rough rams before slowing down, pulling out while she leaked over his cock before stepping his foot off of the desk.

He moved to Willow next, lifting her left leg up and kissing up it as his dick slid into her ass effortlessly, making her eyes roll back as she started to grind her hips against his. She groaned out as he thrust into her butt, her foot shaking against his lips as he kissed down her ankle while driving his hips back and forth more, slamming deep up her ass-hole as she started to cum again. Her eyes rolled back as she squirted, her liquids shooting out of her cunt-hole and splashing over Oscar's body with each thrust that he made, more splashes coming out as his balls kept slapping against her ass cheeks before he pulled himself back, his cock dislodging from her ass-hole.

He plummeted into her pussy next, putting her leg down from his mouth and instead grabbing both of her legs, sawing his cock deep in and out of her pussy and making her roll her head back. She moaned and turned to kiss Kali, the two milfs groping each other's breasts as Oscar doubled his efforts, the pace of his hips increasing as he drove deep and rough into her pussy as she sprayed her orgasm over his cock and balls once again. He huffed out and drove into her more and more as she came, more of her cum spraying out over his shaft before he pulled out and moved back, the two milfs getting onto their knees in front of him as he stroked himself.

It didn't take long for him to fire his seed, his cock spurting thick ropes of his semen across their faces, his dick first aiming at Kali to coat her cheeks with some cum before doing the same to Willow. He kept stroking as he came, his cum splashing over their faces more, his seed painting over their eyes, chins, mouths, and tits, groaning and shaking himself more in an attempt to get the rest of the cum out. The two mothers kissed up his shaft as he fired the last parts of his cum over their tongues, the two swallowing it down and groaning as his cock started to soften, the farm boy letting out a low growl as he placed his hands on the desk so that he didn't fall over.

"Poor boy, we tired him out," Willow giggled.

"I'll be... fine..." Oscar said. "I just... I need to get back to my dorm, that's all."

"Ah, the dorm you share with our daughters," Willow smiled. "Well, you clean up and do that. We'll clean up ourselves."

"That sounds... good..." Oscar said.

"Oh, and... you better keep fucking our daughters like that," Kali noted. "I can see why they like you."

"Well, I'm sure it's not just that but it can't hurt," Willow said.

"Thank you... okay, I'm... sleepy." Oscar yawned. "I'll... see you around..."

He dressed as well as he could and left as Willow stopped the recording on her Scroll. "Can't wait to send that to our girls."

"Oh, and Summer and Raven too," Kali giggled. "They'll love it."

"No doubt," Willow smiled. "It's going to be fun teaching here."


And this took a while but it's finally done. The next four chapters of this will be Team RWBY mother daughter combos, and it might be Ruby and Summer first? Makes the most sense. Next will be some one-shot requests and maybe Cyber Riders in between to pad things out, but whatever's next, hopefully you enjoy that and this. Until then, take care, and stay tuned.