Author's Notes: Heyyy there! Oh boy, do I have a lewd and spooky (though it's mostly lewd) story for y'all below! College has been keeping me busy as usual, but I was happy to hear that people were excited for another yearly chapter!

ALSO: (something I'm sure)

ANYWAY: I wish everyone a happy Halloween and a certain redhead a Happy and lewd birthday!

Halloween, its for children, and Blake understands that. Even though its not her particularly favorite holiday, she knows many consider it their own, and that's completely fine.

Personally, she could do without the children running around dressed up as their favorite animals. They come off as humans badly pretending to be a faunus themselves and for some with particularly regressive parents, it's to specifically make fun of her kind. However, Blake is well aware most of the children do it for simple and true holiday fun. They are the ones Halloween is really for anyway, children. Young, imaginative, innocent children.

Children like her own team leader, Ruby. Which is why she was happy to accompany said redhead and even her Schnee teammate, who Blake certainly didn't expect to be one for such a child's holiday. Of course the only alternatives were joining Yang for the excessive parties she went to, which Blake herself was not a big fan of, or finding a quiet place to read by herself. While the latter sounded peaceful enough, the way her team leader gave her the dreaded "puppy dog eyes" ensured Blake would feel like a true monster if she turned down the redhead's request to join the pair on their trick or treating.

So here she was, dressed up in a skin tight leather suit with her faunus cat ears on full display, taking the look of a female anti-hero named 'Cat Woman' Blake had spotted in one of Jaune's comic books about a billionaire detective hero, or something like that. Her suit hugged her body in all the right places and she knew it, and while Blake wasn't normally one to show off, there was a certain blonde she couldn't help but tease. The suit also had one long zipper on her front going down to her nethers, a zipper she caught Yang eye-ing more than once, and perhaps having it zipped down to show a bit more of her cleavage than normal was simple torture for her blonde partner, it was simply too much fun.~

While the faunus of course expected her younger teammates to dress up as well, she most certainly did not expect them to dress up so… well, like herself.

Ruby, surprisingly enough, was dressed up as a devil, two red horns, matching red wings with the rest of the ensemble a matching red color, though it was far from what Blake would have expected of the younger girl. For one thing her frilly red skirt just barely prevents eye sight of her matching red panties as even though they were already partially see-through, they also only went down to cover the top half of her thighs, exposing the rest of her admittedly beautiful legs to the open fall air until her red and black high heels came into view. Ruby's top half was just as scantily covered. Her bare midriff out for the world to lay its hungry eyes on with a top that just barely held itself up and around her ever growing breasts, much like Yang's orange sash going around her own breasts.

However, even while Ruby's costume was… unexpected given her usual innocent attitude. What was far more surprising, was Weiss's outfit. Strangely enough… it was last year's outfit, with some minor changes. Her angel outfit from last year was skimpy enough Blake would say, but this year's was even worse… or better, depending on who you ask. Not only was her white now almost totally see through frilly skirt not even covering her panties entirely, as just the tip of her light blue panties was noticeable even if she were standing straight up, but her bra piece was even thinner than Ruby's. Despite Weiss's bust being smaller than her redheaded partner's, they were still hardly contained and every skip the Schnee took (Which reminded Blake, why and when did Weiss of all people start skipping?) made it clear that she wasn't wearing a bra as her modest mounds jiggled for any to see.

Thankfully, the trio entered the hotel that the younger pair had been going on and on about that housed 'the best treat giver' or something like that. As stated before, Blake was only out here with the pair to not be alone and to not be at Yang's party, candy… was a small bonus she had to admit and if the fancy Schnee girl who likely has had the best candy money can buy says the woman their going to has the best she's ever head… to are at least willing to try out.

Now out the elevator they were, and walking down the hall to the 'nice ladies room'

"Okay, so she has the best candy around, but why would she be handing it out from here? Parents don't usually take their into random hotels for trick or treating." Blake rightfully pointed out.

"Didn't we already tell you she makes it by hand? Honestly Blake, you don't expect her to set up a booth or something outside and then run back up to her room to make a new batch throughout the night do you?" Weiss responded with her usual cold sass.

"No, I… I suppose not."

"Its alright Blake! Trust us! Once you get a taste, you'll be powerless to resist!... E-eating more of it of course! HAHA!" Ruby finished quickly, her laugh sounding strangely fake.

Eh, probably nothing, Blake thought to herself.

"Here we are!" Ruby gleefully chirped out.

*Knock* *Knock* *Knock*

…..

"Are you sure she's-" Blake meant to continue, but the sight of woman before… she was simply unprepared for the level of authenticity of the woman's 'costume'.

"Oh Ruby! Weiss! How good it is to see you again this year my dears. Oh? I see you've brought a friend, I do hope she shares you two's… appetite.~"

"O-oh she does Mis-uh! Uhm, Mis… Ms. Salem! Yeah! Blake here couldn't be more eager to be of service… eating candy that is! HAHA!"

"Heh, oh Ruby, that's enough. Please, come in."

Without another word, three strolled into Salem's seasonal apartment, with Blake being the last in, feeling the woman's deep red eyes on her… the contacts she was wearing really made her look like some kind of grimm Queen, Blake thought.

"Ruby, Weiss, why don't you go in the back and start eating, I'll put my personal touches on Blake's candy.~"

"Right away Mis-MMMPPPHHH" Ruby started before being interrupted by Weiss quickly putting her hand of the redhead's mouth and dragging her into the back room, closing the door behind them.

"Uh, perhaps I should join them, I wouldn't want them to make a mess."

"Oh there's no need to worry about that, we'll both be joining them soon enough. I just want to make sure you have your piece before the pair get… rambunctious."

"Hah, I guess you actually do have some experience dealing with them." Blake said with a sense of relief as the woman wasn't sugar coating how her admittedly troublesome teammates could sometimes be.

"Well this will be my third year tending to… each of their sweet tooths."

"Really? They talk so highly of you and your candy I assumed its been even longer."

"Oh have they? Hm, I'll have to be extra certain to reward them for that later.~" Salem said, sounding rather lewd.

"Uh, okay… so where is this candy I've heard so much about?"

"Oh of course!" Salem said aloud as she walked over to the metal platter with a matching metal cover on the nearby coffee table. She held it before Blake as a butler might have before taking the top off to reveal a singular black orb. It was decorated with some orange sprinkles, tis the season after all. Blake was a bit hesitant, but with this Salem woman clearly expecting her to take it, she did.

"Um, thank you." Was all Blake said in response as she took hold of the small black candy.

The orb had a soft feeling to it, like some sort of cake-ball, and while the color of the candy and the eyes of the woman who gave it to her were equally unsettling, she took a bite.

"What!? NO! NO! NO! NO!" Blake thought as she chewed, before taking yet another bite.

"How? How can this taste like prime tuna!? It's SOOOOO GOOD!" Blake thought to herself as she shoved the remainder of the cake-ball like treat into her mouth, the dark magic infused candy awakened something within her, something… primal.

"Enjoyed it my dear?~"

"Please! I need more! I'll do anything!"

"Oh? Well that faster than normal." Salem said with surprise clear in her voice.

"Please Salem! I'll do anything! I'll eat you out right now if I you'll give me more!" Blake cried out in utter need as she dropped to her knees before the dark queen.

"Huh.. your cat ears. They must be real. Only faunus act with such crazed lust… heh, works for me. However, my dear, if you truly are so needy already, then I suggest you start calling me Mistress.~"

"Yes Mistress! I'll do anything! I'll do anything to taste more!" Blake again cried out as her instincts, nay, her body demanded she get more of that mind melting deliciousness.

"Yes my dear, you've made that very clear." Salem said with a smirk before taking a step back and with a wave of her hand, her dress of pure darkness seemingly evaporated off her body, revealing her ghostly white skin covered in veins of dark purple. Of course, the most prominent feature of her glorious body was her monstrous 8-inch cock.

"You want more my dear? Well the special ingredient is in here, but you'll have suck it out.~"

Without any kind of hesitation or resistance, Blake immediately opened her mouth wide and sent her head forwards, taking the grimm queens cock as deep as she could initially muster. Quickly afterwards, the fanus started bobbing her head up and down her new mistress's length with a need.

Salem was, in all honesty, rather taken aback by Blake's crazed sense of hunger as the speed and focus on her cock from the fanus's mouth was far more than she had been through so far with her two other lovers.

"My my.~ You really are hungry for more my dear, aren't you?" Salem rhetorically asked as she brought her hands up to her own bodacious breasts, fondling herself as the kneeling cat girl orally serviced her..

"*Ghgk!* *Ghhg!* *Gghkh!*" Was all that could be heard from the formaly proud faunus gilr, who was now nothing more than a sex toy by her mistress, growing ever more needy for that 'special ingredient'

By this point point more than a little saliva had dripped down Blake's face, coating her chin and lips to form a shine worthy of the effort she was putting in. In response to such focused effort, her mistress's cock started to reward her simple brain. It started leaking more than its fair share of pre-cum, something that also made its way to coating the girl's face as the constant smacking of lips on flesh splattered more than a bit of the sweet treat. Of course, Blake certainly tried her best to swallow down as much of her mistress's delicious pre-cum, it tasted so much like her new favorite candy and yet she instinctively knew this wasn't even the full ingredient yet.~

To say Salem was delighted with her newest pet, would be an understatement. When Ruby first serviced her orally, it had been a much slower ordeal, Salem didn't want to overwhelm her first pet, not knowing just how effective the candies would be, especially on a silver eyed warrior. Weiss was somewhat similar, slow, but oh so much tighter.~ Ruby had told her the Schnee was essentially a professional singer, and the wonderfully tight throat muscles of the heiress would agree.

However, Blake's servicing was unlike either girl before her. The ferocity the cat girl bobbed her head and lavished her mistress's cock with her tongue was unlike anything Salem had experienced in quite some time. Not to mention the constant cat-like purring that Blake indulge her mistress's rod with, the subtle yet oh so very pleasurable vibrations only pleasing the dark queen further. It was also quite clear that the faunus girl had some experience in giving such a service, perhaps to her fellow students or otherwise, but even in her lustful heat there were certain touches that peaked Salem pleasure more than once. Such touches included taking quick licks at her cock's cum slit whenever she was pulled back enough for the head to receive proper attention and of course whenever she took her cock completely, deepthroating till her nose met her mistress's crotch, she would lap her tongue at the orbs containing her sought after juices. Of which she was very close to earning.

"I must say my dear Blake, you truly know how to pleasure your mistress, but please, allow me to help you.~" The lust hungry queen said before using her grip of the faunus girl's head to finish up with a proper throat-fucking.

"*Ghgk!* *Ghhg!* *Gghkh!*" Blake went again, though she'd actually been giving off such wonderful sounds the entire time as she dutifully serviced the dark futa queen, only now Salem forced more of the sweet sounds out at a faster pace as she thrusted forward with a hunger of her own.

At this point, Blake was little more than a mouth to be repeatedly pounded and completely filled with cock, or perhaps more accurately a throat, and the lust driven cat faunus wouldn't have it any other way. Even as her arms hung seemingly lifelessly at her side, swinging with the thrusts of her mistress into her face, her poor little pussy was absolutely dripping with cum. Everytime Blake felt her mistress thrust deep into her face, filling her throat so utterly, she felt as if her cunt had been fucked a dozen times by the world's most wonderful cock, so the one in her mouth, coincidentally, this meant there was room for debate on who was enjoying the situation more, especially since with every thrust, Blake tongue tasted more and more pre-cum, until she finally earned her treat.~

"I hope your ready my dear! Here it comes! Here I cum!" Salem proudly roared out as she thrusted so incredibly deep into Blake's oh so fuckable face once last time, completely bottoming out her 8-inch cock in the cum hungry faunus's throat, before opening her flood gates.

As promised, Blake's effort was rewarded as her mistress unloaded so… so much cum. Blake could feel the loads move down her mistress rod as they headed for the tip, intending to end up in her stomach. As soon as the first shots sprayed down her throat, Blake's entire body spasmmed as the strongest orgasm of her life so far far rolled over her. If she wasn't so gone in her lust, she might have questioned how her body could possibly feel so good, but she was gone, totally absorbed in lust. Soon enough her mind will return to her, and depending on how she reacts, the dark queen may or may not gift her to Ruby as another slave to keep her busy while shes away, it would certainly serve as a delightful birthday present, but for now, the lusty kitty was entirely absorbed in the wonderful world of cum being shot down her throat again and again.~

Even as Salem continued to shoot load after load of cum down her new kitties throat, she heard the door to her bedroom creak open and a certain redhead popped out, with a certain white haired beauty on her knees before her, eating said redhead out even as she stood there in the doorway.

"Mistresssss! When are you gonna come play with me!? It is my birthday after all." Ruby whined out, though somehow her childish tone actually made her seem less annoying, but more adorable.

"Oh?~ Are you needy as well my dear rose?~" Salem teased even as she continued to shoot cum down Blake's hungry throat.

"MMMMMMMMM!-*slam*" Ruby just as adorably grumbled before closing the bedroom, clearly Weiss was in for it until she arrived.

"Haha! Well it seems we have elsewhere to be my dear. Swallow down the last of my precious cum and we'll go join my sweet little rose and the eager to please heiress." Salem simply said as she started shooting the last shots of her cum with Blake hungrily swallowing, gulping down her mistress's cum as if it were her purpose in life, which as of right then, it was.

Finally, to Blake's anguish, Salem shot her last load of cum, and while Blake certainly enjoyed taking it down her throat and into her stomach, she was more than distraught at the feeling of Salem incredible cock, finally run dry. Once Blake finished lapping the last of her mistress's cum from her lips and the floor, she looked up to the queen of the grimm softly, her eyes made it clear she was still in a deep need for more.

"Oh don't worry my dear kitten, I have a plan in mind to keep you satisfied, though you'll have to become a sex slave to your team leader, hah, and likely do all of her school work, if she doesn't already have the Schnee doing so." Salem warmly said, laughing at the thought of the birthday girl abusing her power over her enslaved teammates… though the thought was quickly becoming more of a turn on than anything else.

"I would mistress! Please enslave me to whoever you want! Just please give me more cum!" Blake cried out as her body struggled to cope without a cock inside her.

"Then come along my sweet, lets introduce you to your new life.~" Salem seductively said as she walked the crawling cat faunus to the bedroom door.

Once it was opened, the pair were introduced to the wonderful sight of Ruby rose fucking her Schnee partner's pussy with a thick 6-inch strap-on.

"Ah! AAAHH! Oh Ruby!" Weiss cried out as she was pounded into with one final and mighty thrust, Ruby being oh so familiar with her partner's cries of pleasure, knew that it would be the last thrust the white haired beauty needed before being pushed to orgasm. Oh, and orgasm Weiss did. The Schnee's inner walls clamped down the fake phallus so deep inside her and cried out in utter ecstasy, her girl cum spraying around the rod coating it, the sheets beneath her, and even Ruby's lower thighs in her juices. Either this particular orgasm had been stronger than any previous, or perhaps the pair had walked in on the last of Weiss will be pounded into total submission, as soon after she reached her explosive climax, the Schnee fell unconscious, her rear still up in the air as her face was pressed against the bed, Ruby still proudly inside her formally snappy partner, even Weiss's tongue was hanging out. All in all, it was a very pleasant sight.

"I see you've certainly indulged in your partner's body. Does that mean you've been enjoying your birthday thus far my rose?"

"Hmph! Maybe, but shouldn't you be 'InDulGeiNg' in Blake's body more!? You seemed to care more about that than me…" Ruby said in an annoyed, then saddened, tone. All the while still lazily thrusting into Weiss unconscious body.

Somehow… that actually struck Salem deeper than she would have expected.

With Ruby looking away from the pair, the dark queen was able to quickly surprise the redhead with a gentle yet tight hug from behind.

"I'm so sorry my ro-... Ruby. I only focused so much on your friend only because I wanted to ensure she would obey us and keep our little get togethers a secret. I'm… I'm terribly sorry." Salem said with more genuine care than even she herself believed she could muster.

Ruby was of course stunned in silence, not realizing how deep her words may have cut Salem.

"Though… I do believe I have a way to make it up to you.~"

"O-Oh? And what would that be? And don't say your candies! . . . that would be cheating…"

'Well… " Salem leaned forwards, bringing her lips to just barely touch Ruby's ear, "Would you like a cock of your own?~"

Ruby's eyes went wide, first in surprise, then in realization of all the things she could do to her teammates with her own addictive cock.

*Swap!* *Smack!* *Shlurp!* made up most of the sounds echoing throughout the room as Salem and Ruby spitroasted poor little cum addicted Blake. The other sounds mostly consisted of the redhead moaning out in utter bliss as her new appendage was pushing all kinds of new and very pleasurable feelings through her.

"OOOOOHHHHH! S-Salem! Th-Th-This is-... Cocks are incredible!" Ruby cried out as she used her semblance to thrust her new 7-inch fuck meat in and out of Blake's thouroughly used throat.

"Welcome to the club my beautiful rose! Oh my! I must say your friend's bottom is simply to die for!" Salem cried out herself as she thrusted her own 8-inch cock in and out of Blake's legendary Bella-booty, the soft yet firm packs of meat pressing wonderfully around the queen futa's meat.

The pair had been at Blake's body now for several minutes, ever since Salem had used her dark magics to grant Ruby her birthday present, something that would bring pleasure to both beauties, a cock of her very own.

"O-Oh my god Blake! Your mouth is so good! I wanna fuck it forever!" Ruby moaned out in bliss as she used her hands to hold Blake's head in place in combination with her semblance, allowing the redhead to bottom out and push her faunus teammate's face against her crotch almost multiple times a second.

"Believe me my sweet, you have no idea how wonderful her rear is, not too mention how tight a proper pussy can be. We should most certainly switch sides once we each finish and who knows? Maybe I'll even let you fuck my own rear or throat afterwards?~" Salem expertly teased.

"Really!? Alright, sorry Blake, but now I'm about to really start fucking your throat, I hope you can handle it!" Salem could quite proudly tell Ruby didn't really care whether or not Blake could handle her treatment, of course the faunus could, but Salem could happily tell this was a sort of revenge for Blake taking up her own time, despite not having a choice. Though the deliciously cruel look on her rose's face ensured Salem wouldn't say a thing.~

Of course, Salem had her own things to worry about. Chief among them was just how good of an ass the faunus had!

*Smack!* Came from Salem bringing a hand down hard on Blake's rear, an action that only caused the now fully mind broken cat girl to moan on Ruby's cock from the sudden pleasure.

The not so subtle moan from the slap only brought Salem closer to the edge, an edge that Ruby was quickly approaching. Of course the more pleasure that surged through the new futa led to her letting out simply the most beautiful moans, which incidentally only pushed Salem even closer to the edge, it was quite the pleasurable cycle.

Though the pair managed to hold on a little bit longer. Ruby so furiously pounding into her normally reserved teammates throat with all the force she could muster. Utterly filling the cat faunus's mouth just as Salem had before her. Pre-cum drenching Blake's tongue, sending her to a new world of ecstasy as now two ends of her body were being stuffed with addicting cocks squirting an even more addicting liquid into her. For Salem's part, she honestly couldn't remember a better ass she'd ever pounded. Not only were Blake's ass-cheeks the perfect level of hard and soft, but her rear hole proper was so deliciously tight. Though Blake could certainly feel Salem's bitch breaker re-model her hole to best fit the queen of the grimm's rod and one day it most certainly would.

"AH! A-Ah! I-I'm… I'm cumming!" Ruby cried out in pure ecstasy as she sent her cock down Blake's throat as far as she could one last time before shooting her first ever load of cum.

"Y-Yes Ruby! Fill your slutty kitty with your jizz! H-H-... Happy birthday!" Salem more or less roared out as she also bottomed out in Blake's rear, filling her and Ruby's newest slave so… utterly.

Oh, and Blake came as well, though by this time she had been in a near constant state of orgasm, though the feeling of both her mistress's unleashing inside her was grounds for one last exceptionally powerful orgasm from herself.

"O-oh Blake… that's it… keep swallowing… swallow all just cum you slutty little kitty.~" Ruby dominantly teased the cum drunk Blake, who certainly didn't need to be told as she was already intent on gulping down ever ounce of cum she could.

"S-so my dear *huff* have you enjoyed your birthday so far?~"

"Yep! I couldn't have asked for a better birthday present! Thank you sooooo much!" Ruby excitedly chirped out, the smile on her face making Salem's heart swell with joy.

"Only the best for my little rose. Now remember, while you can summon your cock and make it disappear at will, be careful, I wouldn't want you to end up in some Atlas laboratory somewhere if you pop it out anywhere but a secluded place with only these two sluts, understand?"

"Yes Ma'am!"

"Good, now~ I believe someone was going to pound my rear yes?~"

"I would love to! … But, I feel like I'm about to pass out… any chance would could… I don't know…. Cuddle?"

"... Haha! Of course my dear rose."

The pair quickly found themselves spooning at the center of the bed. Pillows underneath either's head and the only non-cum stained section of sheets covering them as their two cum leaking slaves still laid out on the bed where they passed out. Of course the couple weren't 'just cuddling' Ruby had made her cock and balls vanish, allowing her slit to take it natural place once again. Naturally, it made a wonderfully warm place for Salem to stuff her cock as the pair drifted off to sleep.

Before Salem herself fell into a wonderful rest, she leaned in to Ruby's ear, unsure if the girl was even still awake but felt the need to say it all the same.

"Happy Halloween and an even happier birthday my dear Ruby. I do hope the next friend you bring will please you just as much as these two have.~"

…

"Heh, don't worry, my sister is so, so fuckable, I know we'll both enjoy her, a lot.~"