Admittedly entirely self-indulgent and overdue. Enjoy!

A break in the routine of Beacon was usually a cause for celebration for Ruby Rose, but not this weekend. The looming threat of scores dipping ever lower on tests and assignments spelled a few days of homework and study in the library of the Academy.

Normally one for not studying, her sudden burst of initiative was nothing more than a last ditch effort to improve what grades she could to the level of passing by the end of the term. The one thing she didn't count on was that her trip back to the dorm of team RWBY would reveal the door left open, and cries of pain coming from down the hall.

"Join us?" ..Or at least she had thought they were cries of pain.

The scene before her was far outside what her young mind could process in the few seconds since she had burst in through the door to team CFVY's room, only to find one of her teammates in there. Naked. With Velvet in a more-than-a-little-compromising position.

The rabbit Faunus was laying face down on the bed, fast asleep and with her perky little backside up in the air. Lacking any clothing at all, the brunette was affording Ruby a clear view of a freshly fucked bum, and the swollen pink lips of a satisfied pussy. More importantly, a clear view of the cum, sweat, and juices that utterly soaked the lower half of the bunny girl.

Even as she watched, the tight star centered in between Velvet's cheeks shuddered and released another drip of thick white cum, one that dribbled down the inside of a pale thigh as it slid towards the ruined sheets of the bed. Tearing her eyes away from the shocking and incredibly arousing scene, she looked over to where Blake sat.

Her teammate was propped up against the headboard, a lazy hand draped over the smooth skin of Velvet's back, gently petting the sleeping girl in appreciation. The other hand was much more busy, sliding up and down the shaft of a foot long cock covered in tiny, animalistic barbs, while golden eyes stared at her.

It was so unusual to see Blake so brazen and confident, and yet so forceful was the gaze that came Ruby's way that she stumbled a few steps closer to the bed, her arms dropping the pile of books she had retrieved from the library. Her keener senses seemed to dull the longer she remained in the room, but no thought of leaving ever entered her mind as there came a certain tightness to the panties that lay beneath her tights.

Blake grinned at her as she approached the edge of the bed, baring pointed canines as she was all but overwhelmed by the scent of sex and a haze of lust that was setting in. Ruby hadn't exactly been opposed to the situation upon her arrival, but she felt so emboldened by the cat Faunus' request to join the two.

She felt the heat that came on stronger the closer she got to her teammate, dulling her reasoning and making her so much more willing to participate instead of blushing and retreating from the room. Such was the power of a Faunus in heat.

It was a few seconds before she realized that Blake had moved, only pulled from her thoughts when the sloppy tip of massive girlmeat jabbed against her bare chest. Her cloak and blouse already undone and torn from her upper body, left in a pile on the floor. Soft lips pressed against hers, conveying the neediness of the other girl, and impressing upon her the desire to mate at this very instant.

A hand dipped beneath the ruffles of her skirt in an attempt to please her during the kiss, and Ruby's hips jerked when those fingers found their mark. Blake was equally surprised, drawing back with an incredulous expression before an even wider grin found its way to her lips. "I never would have guessed you were like me, Ruby.." Then a finger grazed and even more sensitive area. "Ooh, not that much like me. Good.."

The words paralyzed her, as a hand explored all that there was to know about the anatomy between her legs, a much smaller(when compared to Blake's rather gigantic specimen) cock that strained against the fabric of her panties, soft puffy folds laying just beneath the small sack. A lithe form slid from the bed and circled around her, studying her body before hands dashed into the area between the edge of her skirt and her thighs and desperately worked the garment down her legs.

She stepped free of it, wearing only a pair of tights now to hide her underwear. But the light clothing did little to hide the small bulge present, leaving her feeling as if she might seem underwhelming compared to a beast of Blake's size.

Her concerns proved unfounded, as the other girl seemed incredibly interested in freeing her member from its prison. The fervor that Blake worked at caused a blush to ignite to even greater heights, burning on Ruby's cheeks and across the bridge of her nose as her tights were simply shredded to allow the cat Faunus access, left in tatters about her slender legs.

All that stood in Blake's way was a cute pair of white panties that sported a dash of roses patterned across it, a barrier that she took the time to slowly pull outward. The head of the cock within was teased downward, the tension driving its owner crazy for a few moments before it finally popped free. She relished the cute noises of sexual frustration that the younger girl made.

Much smaller than her own, the small pale cock stood erect at a full length of four inches. From a glance upwards, she could see that Ruby was concerned she would disappointed, but Blake was truly anything but. Determined to show her new partner that the size did not bother her in the least, she leaned in and trailed her tongue from the base to the tip.

She let the edge of her tongue linger on the throbbing organ, staring into the silver eyes that were gazing back at her, with Ruby's mouth open in an expression caught somewhere between pleasure and surprise. Poor girl had probably never had her cock sucked.

Blake was more than happy to help, bringing the head of the manageable member into her mouth and lowering herself onto it, maintaining a dominating sense of eye contact as she enveloped the smaller girlcock. Her ministrations rewarded her with her first taste of the scythe wielders pre, a salty taste that led her into a deep sucking motion.

The sensations from the cat girl proved too much for Ruby, and her legs gave out. Falling into a sitting position on the bed, she gulped at the predatory way Blake licked at her lips. It took a full second to realize that one of her own hands had snaked between her thighs and begun to stroke at her dick, pumping it in and out as the Faunus moved around her.

In one moment, she was glancing over a shoulder at Blake, who was reclining into a sitting position against the headboard of bed. In the next, she was pulled into the waiting lap with little difficulty by her older teammate. In any more reasonable situation, she would have objected to being nude and so blatantly about to commit such acts in front of someone else, but beneath the haze of heated lust, the idea that Velvet could wake up anytime only caused her four inches of girlmeat to twitch in her hand.

Blake could see the way her young prey was masturbating at the mere thought of continuing, and knew that what Ruby needed was to be filled. With cock, with seed. She needed to mate with the girl, she needed to make her leader into another of her lovers.

Ceremony and gentleness had no place with Velvet, and she allowed no such thoughts with Ruby. Strong arms lifted the smaller girl and pressed her down upon the head of the massive cock between Blake's thighs. Cries of panic quickly escalated into cries of pain as she speared into a virgin ass, aided only minutely by the layer of cum left over from her last copulation.

But a dry ass was hard to fuck, and so Blake set to work, pumping only an inch in before pulling a half out. "B-Blake!" Looking up and finding tear filled eyes waiting for her, she ignored the cry, and stretched up to kiss the younger girl to quiet her. But this proved only a distraction, to allow a momentary relaxation of Ruby's body as her muscles tensed and thrust the brunette down upon her massive girlcock.

It impaled the smaller girl, bringing a scream so conflicted that Blake could no longer tell if it was from pain or sheer excitement. She was fully hilted in Ruby, and could feel the soft flesh of her leader's bum grinding against her bare thighs. "So.. Tight!" Wide eyes looked back at her, full of fear, but with a flash of defiance. As if their rank on the team determined the dominate one in this situation.

Blake dug her sharp nails into the soft sides of Ruby's thighs, letting the younger girl know who was in control, and a whispered promise delivered her intention. "Just because I'm on the bottom, doesn't mean I'm not leading this dance.. Be a good girl and get me off, I'll let you have some fun."

The ridges of Ruby's anus convulsed around her cock, bringing her no end of pleasure as her full length lay inside the younger girl's body. A glance over a slender shoulder afforded Blake a generous view of the full four inches of another cock standing tall and proud between pale legs. Ruby was ready to be raised up.

Using her strength to rip the tight entrance up the barbed shaft of her own cock, Blake got it to the point where only her head was present within the other girl, and then she let go. Ruby screamed, for the first time fully in the throes of satisfaction as her rear was invaded once again. It felt as if she was being ripped apart, the dry canal tearing in several places as she was used like a rough fucktoy.

Blake needed to give no further instruction, as together they began to thrust against one another and then pull away, and she was truly rode as hard as she was trying to fuck. Each time she was drawn from the tight embrace, a new streak of red colored the skin of her shaft, and the pain she saw in each expression from the younger girl only drove her ever onward. It was inevitable from the moment her dick had tasted the sweet rosebud of Ruby's ass, but she felt the end coming quicker than it had with Velvet.

Cries of passion escalated as she brought Ruby down into her lap once more, burying herself fully into the tiny rump of RWBY's team leader. She felt the barbs that lined her shaft rake the sides of the anus, holding the seal tight as her sack churned and delivered the first spurt of cum to the beautiful body she held in her hands.

Ruby felt her own eyes widen as warm splashed up into her ass, driving her arousal past the point of breaking. Her own sack tightened and released a thick rope of white into the air as her orgasm overtook her body. It seemed that Blake suffered no such loss of control, as she was lifted and fell back onto the Faunus' lap once again.

The movement caused her cock to sway wildly as it continued to shoot out rope after rope of her seed. Some splashed across her bare chest, glazing her right nipple and trailing down to her belly button. Another spurt painted the small of Velvet's back, and a glance showed Ruby that the rabbit was awake again and watching them with a fascinated expression. The final spurt went off the edge of the bed, to the floor below.

She fell limp on top of Blake, still feeling the rush of her orgasm as more of her teammate's cum was forced into her backdoor. It left her feeling full, as if she had ate too much, and as she looked down, Ruby found that her stomach was slightly inflated by the sheer volume that Blake had emptied into her.

Giggling deliriously, she laid back into the cat girl, earning a nip at her ear for her efforts. It was strange, to see a small puddle of cum and blood growing beneath her and feel none of the pain she should be. In fact, it just kept her hard. As if guessing at her thoughts, a low, sultry voice sounded from her mate. "That was fun.. Now for your reward."

She glanced at Blake and followed the gaze of amber eyes to where her reward lay. Velvet was awake, and watching her with a hungry look that ignited another fierce blush across her cheeks.

Ruby was given no warning before the obstruction of her anus was suddenly vacated, and she felt the warmth of a cum river begin to dribble out of her stretched asshole as she crawled on top of Velvet. The rabbit was waiting eagerly as their lips met, exchanging a sloppy kiss as she thrust against the inside of a wet thigh.

She felt fur tickle against her sack, surprising her enough that she pulled back to examine the source. A soft bunny tail wiggled beneath the rear of the older Faunus, a cute addition to an already gorgeous girl who lay before her. Once again, she moved to thrust into a waiting pussy, only to miss.

"Let me.." Velvet practically purred at her, and slender fingers wrapped around the shaft of her sensitive cock, causing her to buck for a moment before allowing herself to be guided. Pushing into the grip, she eventually found the head of her prick slipping through the soft folds.

The girl beneath her released her cock, and she hilted with little difficulty. Again, she worried her size would seem insufficient compared to Blake, but Velvet wrapped arms and legs around her and moaned in delight. For a brief instant, Ruby considered that she had just lost her anal virginity, and was now in the process of losing any other semblance of it to a completely different girl, but such thoughts were swept away as she felt the warmth of the brunette's depths welcome her by tightening around her slim girlcock.

Moaning out as she withdrew, she only made it halfway before the rabbit's legs tensed and forced her back in. Surprised by being leveraged in such a way, she stared down into the round brown eyes that smoldered a look back at her. Velvet pulled her down into a sweet and gentle kiss and held her there, buried within the soft pussy.

As Blake watched, the rabbit guessed at her trap and held her prey in place, exposing the pulsating rosebud of a torn asshole towards her. It must have been a gallon of cum that she had emptied into the youngest girl, given that the tiny ass was still leaking sticky white seed down pale thighs. Tiny rivers of red could be seen alongside the white, a reminder that she hadn't just rode Ruby, she had ruined the poor girl's rear.

Ruby received no warning of the trap until it was too late, as a weight leaned down on top of her and her still leaking anus was plugged in a single, mind blowing instant. Blake had managed to sneak around behind her, and had hilted into her once again.

For Ruby, there was no room to be angry when she was in paradise. Completely filled from behind and completely enveloped from the front. She tried to pull out of Velvet, only to find that Blake followed her movements. When she reached the end of her length and was about to thrust, she found herself driven forward by the massive girth of a larger girlcock forcing itself up her ass. Blake was practically fucking them both!

Each attempt at control of the situation was battered aside by a rough thrust from Blake that lit her backside up in a flare of pain, or a gentle kiss from Velvet and whispered words of guidance. It wasn't long before she lost all will to resist and simply submitted to being used by both girls, and Ruby found herself pressed so close to the rabbit beneath her that soft lips grazed her ear. "Fill me. Breed me."

She pulled back sharply, assuming that she had heard wrong, but all that waited was a sly grin from the rabbit that slowly melted into a lustrous moan as the force from behind buried her into the soft depths of the older girl's pussy. "I-inside?!" Barely able to form even that simple word, her groan of pleasure cut out the response from Velvet, but it did not block the lusty nod that she was given.

She was pulled into the same tight hug from when she first heard those whispered words of arousal, and now they were repeated like a chant, driving her ever toward an explosive finale. But it seemed that her ruined backside was having a more profound effect on Blake behind her. She felt the first of the warm cum enter by the way the tiny fleshy barbs scraped her tunnel on the final thrust, and soon she felt her stomach strain as a new load joined the still hefty amount from the first.

As it had when she had been sitting in Blake's lap, her stomach would have expanded if she were not pressed so tightly between the two other girls. Left with no other place to go, Ruby felt her stomach churn as it was filled from the wrong direction and began to overflow.

Velvet, of course, noticed what was going on as she watched Blake tense up and release another load deep within the youngest girl between them. All too eager to push the scythe-wielder over the edge and be bred by the dick inside her, she tightened her legs on the slimmer hips of her lover and began to grind along the four inch shaft as her lips mashed into Ruby's with a renewed vigor.

For a moment, she could swear she tasted cum in the young leader's mouth, but could not recall Ruby ever receiving such a treat from Blake. Memory seemed not to matter, as Velvet received a veritable mouthful of the seed through the kiss, the taste unmistakably caught between salty and sweet.

Her eyes widened as she realized that Blake had filled Ruby so full of cum that any new seed being pumped into the younger girl's rump was being shot out through the human's open mouth into their shared kiss. The thought drove her utterly insane, as the tight walls of her pussy clamped down on the dick within their depths and she sprayed the bedsheets beneath her fluffy bunny tail with girlcum.

Either in response to her own orgasm, or to the way that she had literally been filled with Blake's cum, Ruby finally gave in and came in the hardest possible sense. Her smaller sack emptied in a matter of seconds and filled the womb of the rabbit she had been fucking, breeding the desperate bunny as she had been asked.

But whether by arousal or a sheer overload of pleasure, she continued to cum in unison with the two older girls, finally breaking the messy kiss to cry out. Her hasty movements were in line with the last forceful spurt from Blake's dick buried in her ass, and an explosion of cum erupted from her mouth to cover most of her face in the sticky seed.

Blake, still coming down from her climax high, watched with a deep satisfaction as white exploded out of both ends of her team leader. Such a small body could only hold so much cum, and she had felt the churning of Ruby's prostrate that signaled the younger girl had emptied at the same time she was being filled. Over the slender pale shoulder, she could see Velvet's half-lidded eyes staring up at her, a sloppy smile on the rabbit's face.

Giggling at the two streams of cum that were trailing of of the corners of the bunny's mouth, she leaned forward to kiss the other Faunus. Her movements earned a groan of pain from the girl caught between them, a sound she ignored as she shared in the taste of her own seed before withdrawing. "Mm, still one hole that hasn't been filled.. Will you get her ready for me?"

A lick along luscious lips accompanied the nod that Velvet gave her, and Blake retreated from the two lovers to give herself some time to prepare. Her heat ensured that she had a near limitless supply of cum, but her stamina still needed to recover after such a rigorous work out. Pulling from a ruined rosebud with a satisfying pop, she roughly slapped a pale cheek of Ruby's ass, before leaning back on the bed and idly playing with herself as she watched.

Still practically comatose from the brutal fucking she had received, Ruby was easily maneuvered into a position between Velvet's legs, laying back against the naked bunny as hands trailed over her body. Slender fingers dipped beneath her sack and toyed at the pink folds they found there, teasing her back to consciousness with the tickle of pleasure.

Her eyes slid open to a sight of Blake leaned back on one hand, while another was lazily stroking a flaccid cock back to its monstrous length. An unbidden moan slipped through her lips as a finger traced the inside of her slit, and she coiled into Velvet in response. The rabbit's soft body was warm, comforting her as she was gently coaxed back into an aroused state.

There came a soft squelching noise before the bunny lifted a hand before her eyes. The middle two fingers were utterly drenched in white seed, Ruby's own from the folds of Velvet's pussy, and a substantial pool of the cum sat in the palm of the Faunus' hand. This revelation brought a sense of confusion to her, contrasting greatly to the way the older girl had begged to be bred earlier.

The bunny's plan was revealed when the soaked fingers dipped between her legs and suddenly thrust up inside her. Ruby felt her eyes shoot open as she realized that the older student was planning on fingering her with her own cum, and she mewled in discomfort as the tips of the rabbit's digits grazed against her hymen. "W-won't I..?"

"Shh.." Penetration was not Velvet's goal, and she worked hard to massage the pool of Ruby's seed into the girl's folds, managing to get a fair amount in before she cupped the virgin pussy. She pressed her lips to the soft, sweaty flesh at the nape of the slim neck that nestled against her shoulder, her eyes wandering lazily over to where Blake sat.

The cat girl was utterly enthralled, clearly turned even more on at the thought of fucking Ruby using the girl's own cum as lubricant. The foot long cock throbbed in a desperate, needy grasp, but Velvet wanted to savor the moment. She used two fingers to spread the virgin lips of her lover's cute snatch, displaying to the Faunus that was going to tear the entrance open.

Even as she did, she felt warmth begin to drizzle down her stomach, the excess cum left inside Ruby finally making its way through the gaping remnants of an asshole. It seemed the capacity to blush had finally returned to her, and she felt a new sort of arousal as she watched Blake saunter over on all fours, member swinging back and forth with each knee moved to a new location.

"Blake, please.." Wide silver eyes gazed back at Blake as she approached the girl, filled with a strange mixture of both fear and desire. It brought a single sliver of rational thought back to her mind, pushing through the heat as she stared down at Ruby. For a solid second, she basked in the awareness of what she was about to do, and the guilt that nagged at her thoughts until the human girl whispered out the next two words. "..Be gentle."

A grin split her lips, as she leaned in to kiss the younger girl. Her tongue slipped into the human's mouth as she pressed the swelling head of her cock to the virgin entrance. Breaking away for one single moment, she gave a slow nod as she pressed in, feeling the folds of the girl's pussy slowly begin to accept her.

Gone was the desire to take what hole she wanted, gone was that insatiable need to go as quickly as possible to breed as many as possible. The drive of her heat was overridden by the subject of her affections, the young Ruby Rose, who was staring directly back at her as Blake pushed the tip of her clock against the wall of a hymen.

She had desired this before, desired her. It wasn't so hard to admit to herself now, but she had been scared what Ruby would think of her masculine addition. Now she was going to take the girl's virginity, and leave a substantial load in the womb that waited inside, all she had to do was push.

The hymen gave way slowly, breaking apart as she applied a small amount of increased pressure as the seconds passed. To watch Ruby's face and see the pain flare up as the brunette's features twisted into a grimace was fascinating for Blake. And then it gave way, and an ear splitting shriek escaped the younger girl as the massive member obliterated the wall and slid a few inches into the unbelievably tight pussy.

Silencing her lover with a kiss, Blake's gaze wandered to the rabbit that held the human girl, finding Velvet utterly enraptured with the display. Soft hands trailed down her's and Ruby's sides, the only interaction the other Faunus had taken in the copulation.

Pulling back from the younger girl, Blake's patience had reached it's end, and the rationality of her mind was once again swept away with her heat. A glance revealed that the remnants of Ruby's virginity were now a streak of red atop the shaft of her cock, as she pulled the member free.

Wide silver eyes stared up at her as she once again met the girl's gaze and gave a fierce grin. "So much for gentle.." Blake did not give the other time to think on her words as she tensed her muscles and pushed her feet against the mattress beneath them, her weight pushing Ruby against Velvet's chest.

The rabbit played her part well, holding the human girl in place so Blake's goal was achieved, and most of the cat girl's cock was buried into a tight snatch with little warning. Another scream came as the head of the dick bashed against a cervix, but Blake was too far gone to be denied. Sheer brute force allowed her entry, as she shoved the last few inches into Ruby's body.

Now buried directly into the younger girl's womb, she leaned down to once again share a passionate kiss and silence Ruby's pained protests. Even as she exchanged a good deal of saliva with the other, she pulled herself free, enjoying the way the human girl whined at her absence. She had imagined this before, in the few times she'd found privacy in her dorm. Daydreams of taking the leader of her team had haunted each movement of her hand as she had stroked herself to climax.

But now she was here, and Ruby was staring up at her with those wide silver eyes, silently begging to be filled again. The smaller cock between the other brunette's legs was standing at full attention, having left a small trail of slimy pre up and into Blake's belly button while they had been pressed together. A hand slipped around the youngest girl's side and gripped that pale member, beginning to pump it and cause its owner to squirm in pleasure.

Laying beneath Ruby was Velvet, who looked quite happy to be helping and not on the receiving end of a massive cock. She had surprised Blake. Not only with the depth of her need for sexual satisfaction, but in how she had responded to the scent of a Heat. She had never thought that someone as timid as the bunny would be so easily riled up into the deviant that now played with her partner's little sister right before her eyes.

Blake could wait no longer, as she placed both hands on the hips of the rabbit girl and leaned forward, spearing Ruby once again as she brought all three of their bodies close together. The spasming walls of a pussy welcomed her intrusion, attempting to constrict and contain her member, but she was far from deterred as she forced it deeper into her teammate's body. Saliva trailed from the side of her mouth as she smashed her lips against Ruby's, savoring the taste of sweat and cum as she swept her tongue against its counterpart.

She slid off the side of the pile of flesh a small amount, allowing her knee to be braced against the swollen lips of the bunny's entrance. Now, with each hump that drew her from Ruby before slamming her back home, she pleasured her other lover enough that the rabbit's low moans joined the chorus that was building. It came quick after that, their shared climax, as the rough pace she set drove them further and further into the insanities of passion.

The barbs that lined her shaft hardened, scraping the tunnel that tightened around them in a way that made Ruby howl as the youngest girl's back arched. It moved in concert with Velvet's body, lifting from the bed several inches as girlcum showered Blake's knee and several spurts of sticky white shot across her stomach and navel, where the seed was then smeared by her final thrust into the deepest reaches of her human lover.

She let out a sound that sat between a howl and a moan, emptying the last of her seed into her little rose with a triumphant finish, as she felt the impact of her own cum as it rebounded off the walls of the tiny womb that imprisoned it. It wasn't long until the smaller girl was filled, and sloppy white was dripping between the tight cheeks of an ass.

Desperate panting replaced their yells, as each of the girls collapsed next to one another. Over the course of several minutes, Ruby felt herself manipulated into a position where Blake was behind her, her back pressed to the cat girl's chest. This, of course, was achieved without the delightful plug in her pussy being removed. Velvet sealed the strangely erotic cuddle session by spearing herself on the semi-hard cock still present between Ruby's legs, and pulling her into a tight embrace.

Caught yet again between the two beautiful and wild Faunus, Ruby Rose welcomed the rising tide of unconscious, accompanied by the warm full feeling of the seed stuffed into her womb..