Vengeance In The Classroom [RWBY]

Summary: Amber was very upset with how her life turned out.

Granted mystical powers at a young age, being forced to train, travel, and constantly be on the run like a criminal took their toll.

To be attacked and pulled back to hide in a school was another blow.

But to find your attackers in the school? Well, that called for some vengeance...

Content Tags: Futanari, Time Stop, Rape/Non-Con Elements, Gender Bending, Rule 63, Vaginal, Anal, Cream-pie

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Amber Autumn hated her lot in life. First, she had inherited the powers of the Fall Maiden, something that she had never asked for, but gained due to random chance. Then, she had been found by people who wanted to 'help' her, which amounted to making sure that she knew how to use the powers that she had gained, then basically being made to constantly travel and move around so the mysterious people that were supposedly hunting her, making her stew in anger which grew more and more as the days passed.

But then, several years after her ascension to the place of the Fall Maiden, she had found out that she was being hunted down, and indeed had been attacked by three people during her travels. It had only been her training, and Qrow arriving in time that kept her powers from being stolen somehow.

Now, she was stuck here. Here in Beacon, having hidden in plain sight with dyed hair and contacts, hiding as a Teacher's Assistant and shuffling between classes with Port, Oobleck, and Goodwitch. She hated this. She loathed being surrounded by people that coddled her and treated her like nothing but a fragile doll, something rare and easily breakable if something so much as brushed against her.

So here she was, someone who was supposedly meant to safeguard the Maiden Power and the Vault it opened, stuck in a position grading homework and making sure people stayed awake in Port's class or were able to follow along in Oobleck's class.

She had been an introvert beforehand, but this was a fresh level of hell being forced to interact with students day in and day out. Especially with the advent of the Vytal Festival coming to Beacon...

Fortunately, she was working in Glynda's class today, and well, that woman could make the loudest people quiet in her class. So she was able to relax for two hours.

Her eyes roamed over the students, from the perky and sweet Ruby Rose, a nice girl but entirely too energetic for her liking, to Jaune Arc, a kind and intelligent, but clumsy fighter, to Pyrrha Nikos, the Champion of Mistral, to…

Amber froze, her breath going still in her chest as she saw the face that haunted her nightmares, the long black hair, the bright golden eyes, the haughty smirk...it all brought her back to the night of her attack all those months ago.

That smirking face, that haughty, arrogant smile...she found herself breathing harder, especially as she was flanked by the other two she remembered seeing that day, a dark-skinned, green-haired and red-eyed girl of what looked to be Vacuan birth, and the girl of Valean stock, with hair of steel gray and eyes of coal. She didn't know the one with them, the black-haired one with bright green eyes, but she was probably one of their accomplices as well.

She swallowed. She needed to tell Ozpin that her attackers were here, she needed...she bit down on her instinctual reaction. No. There was no need to involve Ozpin or Glynda in this yet. She could tell them later…

First, she wanted vengeance for the pain and humiliation she had suffered.

Taking a deep breath, Amber tapped into a very hidden talent that she had told no one about, not even Ozpin. Her semblance, Time Dilation, which she had used to ensure her safety until Qrow had arrived to back her up and drive them off (although he didn't get a good look at their faces, otherwise, how the hell would they be allowed here?), combined with her Maiden Magic allowed her to stop time. She very rarely used it, since it was so utterly draining. But in this case, she'd take being tired for a few days.

Closing her eyes, she gathered her powers, slowly, so as not to alert Glynda nor the ones who attacked her, tapping into both power sources and mixing them, the sounds of the students milling about as they prepared for class going quiet.

She opened her eyes to see everything frozen. From one student discreetly looking at their scroll to some talking, others thumbing through books from other classes, and Glynda preparing to take hold of the class.

Standing, Amber took a deep breath and made her way over to Glynda...before promptly pulling her top down (for someone with such a stick up her rear end, she certainly liked flaunting her tits with that cleavage window) and unclipping her bra, freeing her impressive breasts to the room at large, her nipples larger than she expected, sticking out about a half-inch from her breasts. The type of nipples that needed a bra or everyone would see them.

With a smirk, Amber pulled the bra out of Glynda's top and tossed it behind her desk, by her bag. She'd hide it later; some embarrassment might help the stuck-up woman pull the stick out...but for now, she had other targets.

Leaving the exposed professor behind, she made her way quickly to the seats where her attackers sat and began to move them, pulling them out of their seats, bending them over the desks, and pulling off their skirts.

Leaning back, she looked over their rears with a professional eye. While she wasn't able to get laid since she had come to Beacon 'for her protection' when she was on the road she had taken a multitude of lovers to deal with the stress and loneliness she had been granted due to her powers. She was incredibly pent up.

Stepping back a bit, Amber licked her lips at the sight of the four asses stuck out for her perusal, clad only in the undergarments of differing shades and styles.

Her primary attacker, named Cinder Fall on the class roster, was wearing tiny black silk panties, barely covering her plush bottom. Next to her, the brown-skinned bottom of Emerald Sustrai wasn't covered at all, the thin string of a thong slipping between the cheeks of her rear. Steele Black was wearing simple cotton underwear of a surprisingly feminine shade of pink, and Neopolitan (no last name given)…

...Neopolitan was going commando, her plump heart-shaped rear and plump pussy visible to Amber's eyes.

Amber's pants bulged a bit as her mouth watered. Licking her lips, she pulled the panties off of her three main attackers and then shucked her pants and undergarments, sighing in relief as her cock flopped free, extending to its full hardness of ten inches, her heavy balls falling to mid-thigh, swollen and packed to the brim with thick, fertile cum.

Reaching out, she grabbed the rear of her main attacker and rubbed the tip of her cock against the soft pussy lips. Her tongue flicked out and wet her lips, before she plunged into her, brutally forcing her cock into her core, feeling the warmth surrounding her shaft as she plunged to the base, her tip hitting her cervix as her balls slapped. Her toes curled as sensations she had long missed filled her. Without any cause nor care, she began to thrust as hard and fast as she could.

PLAP! PLAP! PLAP! PLAP! PLAP! PLAP! Amber's eyes practically rolled up in bliss as she was finally getting the relief that she needed and desired over these past stressful months. Her fingers dug deep into the ass she was grabbing as her hips connected loudly with the lovely backside.

Looking back at the front of the classroom, Amber released a laugh, even though she didn't stop her thrusts at all. Glynda looked utterly ridiculous standing up in front, with a serious look on her face, and she doubled cup breasts out for anyone to view. Fortunately for the stern blonde, the only viewing audience was Amber…

Amber thrust like there was no tomorrow, her heavy balls smacking hard against Cinder's body, her hand rearing up and coming down with a massive crush on the black-haired girl's backside as she began to spank her with everything she had. She was going to make her feel it!

But all too soon, Amber's involuntary choice of abstinence caught up with her and she bottomed out, her toes curling as she threw her head back with a wail, her dyed hair fluttering about her face as she unloaded what must have been at least a weeks worth of her backed up cum into Cinder's womb in several long spurts, the heavy glopping noises audible to her ears due to the stillness of everything around her.

Coming down from her orgasm high, Amber moved back, slowly pulling her cock out with a long wet scllloooorchhhhh sound, her walls spread wide open and filled to the brim with her cum, looking like the interior of a custard-filled donut. To say nothing of the bulge in her belly, actually lifting her off of the desk a bit.

Wiping her brow, she looked over the other three. Who to fuck next? She had several months' worths of need to relieve herself of, after all…

In the end, she chose the haughty gray-haired Steele, plunging her cock into the assassin's (she'd bet her semblance the girl was one, you didn't learn brutality like that without specialized training) rear, wincing at the tightness that felt like a vice around her cock.

But still, she persevered, forcefully pulling her cock back and then plunging it back in, beginning to pick up a nice, smooth rhythm after the first ten or so jerky thrusts, her heavy balls slapping against the taut and muscled backside hard, small bursts of pain radiating out from the swollen orbs as she fucked the extremely tight ass her cock was sheathed in.

She grunted as she slammed into the tight rear end with everything she had, but she knew that she wouldn't last long with this one, even though she had cum once already, simply due to the tightness clamping down on her.

She grunted, thrusting hard and sweat dripping from her face as her cock felt like it was attempting to break off within the girl she was fucking like a sex toy.

All too soon, however, she groaned hard, her balls snapping taut, jumping in her sack as the heavy spheres forced out thick jets of cum, Amber's eyes rolling up in her head as the sensations were only made more powerful by the fact that it seemed Steele's ass was fighting to keep her from filling her guts with her cum.

But Amber won out, bloating the toned girl's stomach out until she looked like she had eaten a beach ball, groaning as she felt her cock swelling more, something she knew was a drawback from not having had sex or cum in so long.

She groaned as she pulled out, letting go of the girl and ignoring her, shuffling over to the dark-skinned Emerald Sustrai.

Already lubed up from her cum twice over, Amber licked her lips and grabbed the pillowy backside, her fingers sinking into the fatty tissue of the fat cheeks and spreading them apart and revealing her the tiny crinkled pucker that was honestly, a terrible defense against the massive battering ram of dick that was quickly looming towards it.

Plunging in, Amber's mouth dropped and her tongue lolled out of it, her eyes rolling in her head in bliss. Hot, soft, tight! The green-haired girl's ass was a thing dreams were made of! She immediately began to thrust, growling as she went wild on the plumpest backside of the four, her hips slamming into the plush pillows as she fucked her hard and brutal, lifting a foot and placing it on the desk next to the dark-skinned girl's hip to give herself more leverage and thrust deeper into Emerald's ass.

Her fingers sank into soft ass cheeks, hard enough to certainly leave bruises, but Amber didn't care, wanting to punish the girl who had used an illusion on her and helped Cinder, the dark-haired woman stuffed full of cum, attempt to steal the Maiden power for her own.

Loud slams filled the air as she fucked the dark-skinned beauty forcefully, her balls bouncing hard off the criminally soft backside, her balls churning heavily, even as her cock swelled more inside the dark-skinned girl's ass, ensuring a nice and proper gape.

Amber squeezed her eyes shut, grunting as her balls jumped and bounced in their sack as she unloaded another massive torrent of cum into her still attacker, watching her rise off of the desk as her belly expanded outwards as Amber's cum filled her guts and rearranged them.

Slowly pulling her cock out, Amber smiled as she saw the gaping ass, filled to the brim with cum, like a bowl filled to the brim with thick pudding as her tip spit out a few more strands of thick cum, glazing Emerald's chocolate cheeks.

Making her way over to the last of the four, Amber felt a bit of trepidation. The girl, Neopolitan, was short. So much so, that when bent over the table, her feet didn't even touch the floor. But, she was working with her attackers, so, it was less concern and more wonder how she would be able to do this without breaking her dick...but in for a lien, she supposed.

Spreading the short girl's ass cheeks, Amber contemplated her attack...but then, the last two had been fucked in the ass, so why not the pussy of this one? It certainly looked like heaven...licking her lips, she placed the sticky head of her cock against Neo's core, before thrusting.

Amber gasped, eyes going wide as her cock sank into the girl beneath her, her shaft being greedily gobbled up within the surprisingly tight core, bulging her belly out and leaving Amber feeling her cock rubbing against the desk through her belly. Hips coming to a rest against a plush rump, Amber marveled at the smallest of the four having taken all of her cock with ease.

Amber's toes curled as she enjoyed the sensations that attacked her cock, her balls churning more and more as her cum was eager to be emptied of her balls. Pulling back with ease, Amber thrust forwards. PLAP!

PLAP! PLAP! PLAP! PLAP! PLAP! PLAP! PLAP! PLAP! PLAP! PLAP! Thrust after thrust made the air filled with loud smacks as Amber's hips bounced off the large bubble of a backside, the Fall Maiden leaning over the smaller girl and hugging her close as she fucked her with great force. "Oh, this semester is going to be fun! Your team and I...we're going to be great...friends…" she growled into her ear, biting the ridge of it gently as she fucked Neo harder and faster, driving herself closer and closer to orgasm.

"NNNAAARRRGGGHHHH!!!" Amber howled as she came again, throwing her head back as she erupted, filling the diminutive girl with shot after shot of thick cum, bloating out her womb and lifting her off the table.

Amber moaned, rocking her hips back and forth as the last dregs of cum left her body, filling the short young woman with enough cum to ensure that she was pregnant.

Finally, limp after what seemed an eternity of being stuck in a state of semi-hardness, Amber pulled out with a slick noise, cock slick with cum. Grabbing her pants, she walked back to where she had started the day bottomless, pausing when she reached Glynda.

Looking down and seeing her cock still drooling a line of cum, Amber smirked and cupped a hand underneath her tip, getting a thick palm-full of her milky seed.

Looking at Glynda, she tilted the stern woman's head back a bit and poured her cum into her mouth, before closing it again, smearing some of the leftovers underneath her nose to ensure what she smelled and tasted was all of her. Who knew? It might loosen the woman up…

As a minor bit of fun before restarting time, Amber massaged the woman's soft tits, smearing her cum over them and pinching and twisting her nipples, making sure they'd be nice and sensitive when she was done with them.

Pulling away from the woman's glistening chest, Amber admired her work: the statuesque beauty that was Glynda Goodwitch, chest covered in come and pink from manipulation, cheeks puffed from the amount of cum that had been poured in her mouth, and the still bottomless and well fucked members of Team...CMEN. A childish snort escaped her at the irony of the name since all four of them were stuffed with it.

Putting her pants back on, Amber readjusted Glynda's top and sat down in her seat, and placed her bounties (Glynda's bra and the three pairs of panties) in her bag, before pulling out her scroll and thumbing the camera option. This was something she wanted to be recorded…

Taking a deep breath, she released her hold on the fabric of time itself.

All at once, the sound came flooding back, making her shudder and wince as her eardrums were assaulted, but she hit the record button just in time as wails came from three of four of Team CMEN's members.

Steele's face was pinched and her face red from pain and unspoken pleasure, gripping her desk hard enough that her fingers dug dents into it.

Emerald had passed out, eyes rolled upwards as her ass clenched, sending cum shooting into the air like a geyser, splattering the desks behind her.

Neo was a silently moaning wreck, her eyes rolled up as her bottom half humped away at where she had been as she obviously and notably came.

Cinder? She was the worst, her face frozen in a slutty aegho face, mouth open and tongue on her chin, drool sliding down and onto her desk, her eyes rolled up in her head as she squirted hard onto the floor beneath her, soaking bag.

Pandemonium erupted in the classroom, everyone gawking, some laughing, others taking pictures or video like she was.

Glynda? She was no help whatsoever, frozen in place, eyes wide and pupils blown out, nipples poking through her top. But Amber could see movement against her cheek, meaning that she was actively tasting her cum.

Inside her pants, her cock twitched. It seemed that not only was CMEN an option for fun in the future, but Glynda was also too…

For the first time since Amber had been made to stay in the school, the Fall Maiden felt free.