After School Activities

Author's note: Here's an extra long chapter for the long wait.

---

The sun was high in the sky as Teams RWBY and JNPR gathered in the bustling dining hall of Beacon Academy. The aroma of freshly prepared food filled the air, and the chatter of students echoed through the expansive space. The two teams claimed a large table near the windows, allowing the warm sunlight to stream in as they settled down with their trays.

Gray listened to his friends as he ate. He enjoyed the back and forth and the discussions of what they had learned today... But he was a little distracted.

He was horny. He had played around with the girls that morning after waking up, but he hadn’t actually fucked any of them or had them suck him off. The grinding was nice but now, after a day of lessons, Gray felt like he couldn’t wait much longer.

He looked around at the girls and their trays of food. He didn’t want to interrupt anyone’s lunch, so he waited for the first girl to finish her food. After some minutes and some banter from him every now and then, he saw that Nora had vacuumed up her food incredibly quickly.

The energetic girl with ginger hair had way too much energy.

Gray activated his Semblance and spoke. "Nora will get under the table and suck my dick now. When I come, she will swallow every last drop and feel content and relaxed after tasting my sperm. Then she will clean my dick with her tongue and go back to her seat and return to the conversation."

The ginger girl wordlessly removed herself from the conversation with no outward acknowledgement that she heard the command. She then got up from her seat and ducked under the table, hiding her from view. Gray didn't have to wait long before he felt her hands at his crotch and trying to undo his pants. She got the belt undone and pulled down the zipper. Soon she had his cock out and Gray leaned forward to give her better access.

Gray let out a small sigh as he felt her mouth touch his penis.

He sat there with an elbow on the table and his chin resting in his palm, while his other hand held his fork. He ate and listened to the girls talk while he was cloaked under the ability of his Semblance. No one talked to him as he ate and received a blowjob from Nora.

The wet tongue that he could feel on his cock made him sigh in appreciation. Nora's oral skills were a little clumsy. The girl likely had never sucked a dick before, but that was fine. A warm and wet hole would always feel good. As he kept eating, she kept giving him pleasure under the table.

Nora licked and sucked and sunk his dick as far into her mouth as she could comfortably go. Her tongue and lips worked all along his shaft as she tried to bring him off. And it was working. Gray let out a quiet moan.

With his Semblance still active, everyone else ignored his presence. He was basically alone with a girl under the table giving him a blowjob. Even Nora probably saw nothing odd about what she was doing. She was likely not even going to remember what she was doing once she was finished and back at the table. Until then, Gray would enjoy her mouth and tongue.

Gray took his time eating and enjoyed the feeling of Nora's mouth on his cock. Then finally he finished his food. Nora had been working on him for a while by then. It was a little hard to eat with a girl sucking his dick. But now Gray set his empty tray aside and put his arm on the table to lean on it.

"Go faster." He told her. Immediately she picked up the pace. He could even hear the noises coming from under the table. The wet noises were hot, but no one paid any attention to it besides him.

"You're so good at sucking my cock, Nora. Keep going until I come." He said, and she obeyed without pause. Her tongue worked his shaft, and her head bobbed up and down as she sucked him. She even went as far as to cup his balls and massage them in her hand. That really did the trick.

"Fuuuuck..." Gray groaned quietly and came into Nora's mouth. He felt her gulp and suck down his spunk. It was a pleasurable sensation as he felt her tongue lap up the last drops of his seed. Then she was done, and she cleaned up his cock with her tongue. She tucked his dick back into his pants and zipped him up, buckled his belt and shuffled back out from under the table.

She sat down in her seat and acted like nothing had happened.

Gray leaned back and stretched a bit before resuming his normal pose. He smiled and deactivated his Semblance then joined the conversation. "That sounds pretty interesting, Weiss. I'd love to hear more." He said.

"Oh, yes," Weiss replied. "It's actually quite fascinating. The Schnee Dust Company has been looking into unmanned combat units for years..."

As they finished their lunch, the conversation shifted to lighter topics. Shared jokes, playful banter, and plans for their free time after school.

---

The final lesson of the day found Teams RWBY and JNPR gathered in the expansive classroom dedicated to Dust Studies. The air was filled with a sense of anticipation as Professor Blewett stood at the front, her elegant clothes and pretty looks garnering the same admiration Gray had seen from his class in that first lesson. The boys were enthralled, and the girls tittered about how pretty she was.

"Good afternoon, class," Professor Blewett greeted, her voice clear and commanding. "Today, we delve into the fundamental elements of Dust and their applications in combat. Understanding these elements is crucial for any Huntsman or Huntress, as they form the backbone of our offensive and defensive strategies."

She clicked a button, and the holographic display shifted to show a periodic table-like arrangement of various Dust elements, each glowing with its unique color. "Let's start with the basics. Fire Dust, for instance, is highly combustible and can be used to create explosive projectiles or enhance the cutting power of melee weapons like swords."

Gray watched intently while taking down notes. He knew most of the basics already and had tools and equipment that relied on Dust. Perhaps Professor Blewett would teach something he didn’t already know.

Professor Blewett continued, "Ice Dust, on the other hand, can freeze targets or create barriers, making it invaluable for both offense and defense. Earth Dust can manipulate terrain, while Wind Dust can enhance speed and agility."

Professor Blewett moved on to more advanced topics, her voice taking on a serious tone. "Now, there have been sightings of Grimm that seem to exhibit weaknesses or resistances to certain elements. These reports, while not fully substantiated, are both intriguing and worrying."

The classroom fell silent. This was very new information and Gray's mind raced with concern over this new revelation. If Grimm could adapt to their strategies, it would require a whole new level of tactical thinking and adaptability. But what brought on this change? Did Salem come up with a new type of Grimm?

Blake raised her hand, her expression thoughtful. "Professor Blewett, how do these resistances manifest? Is it a physical adaptation, or something more inherent to their nature?"

Blewett nodded, appreciating the question. "That's an excellent question, Blake. The reports are still inconclusive, but it seems to be a combination of both. Some Grimm have developed physical resistances, like thicker hides or enhanced regeneration, while others seem to have an innate ability to nullify certain elements."

Weiss whispered to herself, her brow furrowed in thought. "Grimm with elemental resistance... That... that changes everything."

Gray agreed. If the Grimm were evolving to combat humanity’s control over the elements, then what would combat look like in the future. And was this Salem’s doing?

As the lesson continued, Professor Blewett demonstrated various techniques for integrating Dust into combat, from enhancing projectiles to creating elemental barriers. The students watched in awe as she effortlessly manipulated Dust. Weiss especially looked hyper focused on the Professor’s display.

Gray couldn't help but feel an uneasy sense of concern. Just what was the enemy up to?

As the bell rang, signaling the end of the day, the students filed out of the classroom. Everyone’s minds were on the news that even the Grimm had some tricks up their sleeves.

---

The halls of Beacon Academy hummed with the murmurings of students as Teams RWBY and JNPR made their way towards the dorms, the day's lessons still fresh in their minds. The late afternoon sun cast long shadows across the campus, painting the scene with a warm, golden hue. Despite the direction of their steps, their minds were elsewhere, planning the hours between now and dinner.

Yang stretched her arms above her head, a determined look in her eyes. "I'm feeling pumped after today's classes. Who's up for hitting the gym? We could work on some of those moves Professor Bruno showed us."

Nora bounced on her toes. "I'm in! We could spar for a bit, maybe even try out some new combos!"

Gray was reminded of the blowjob he got from her during lunch and had to hold back a grin.

Pyrrha nodded in agreement, her expression thoughtful. "It's a good idea to keep our skills sharp. Plus, it's a great way to unwind after a day of classes."

Weiss, however, had other plans in mind. "While I appreciate the enthusiasm, I think I’ll head to the library. I want to make sure I’m on top of my homework."

Blake chimed in, her voice soft yet firm. "I agree with Weiss. Better to get that over with so that we don’t have to do it on the weekend."

Ruby, who had been quietly contemplating, suddenly brightened with an idea. "What if we head to the metalwork class? He said it’d be open to students after class, and I’ve been meaning to give Crescent Rose a tune up."

Jeanne, who had been undecided, smiled at the suggestion. "That sounds like a great idea, Ruby. I probably need to check on my equipment too."

Gray, walking a few steps behind the group, checked his phone silently. He hadn't received any updates from his underlings, a thought that felt strange to him. He supposed that since he asked for weekly updates, they might come at the end of the week. It made sense, but the lack of communication still left him with a lingering unease.

He looked up from his phone, catching the tail end of the conversation. "Sounds like everyone has a plan. I might join you in the metalwork class, Ruby."

The group nodded in agreement, their paths diverging as they headed towards their respective destinations. Yang, Nora, and Pyrrha veered off towards the gym, their voices filled with excitement as they rounded the corner. Weiss, Blake, and Ren made their way to the library. Ruby and Jeanne, with Gray in tow, set their sights on the metalwork class.

---

The metalworking workshop buzzed with the hum of machinery and the clatter of tools as Gray, Ruby, and Jeanne entered, their eyes scanning the expansive space filled with workstations and equipment. The scent of oil and metal hung in the air. Professor Argyris, along with a few older students, was already deep in conversation, their hands busy with various projects.

"Welcome, welcome," Professor Argyris called out, his deep voice echoing through the workshop. "Glad to see some first-years taking the initiative to use the facilities. What brings you here today?"

Ruby stepped forward, her eyes gleaming with excitement. "We thought we'd get a head start on our class assignment and give our weapons a tune-up, sir."

Argyris nodded approvingly, a smile tugging at the corners of his mouth. "Excellent. Feel free to use any of the available workstations. If you need assistance, don't hesitate to ask."

The trio found an empty table and laid out their tools and weapons, ready to dive into their work. Ruby carefully disassembled Crescent Rose, her fingers moving with practiced ease as she inspected each component. Jeanne and Gray did the same with their respective weapons, the clink of metal on metal filling the air as they began their maintenance.

They talked as they worked and even admired each other's weapons. Gray ran his fingers over the intricate design of Jeanne's weapon, marveling at the craftsmanship. "This is impressive, Jeanne. The mecha-shift technology is seamless."

Jeanne smiled, her cheeks flushing slightly at the praise. "Thanks, Gray. It took a lot of trial and error to get it right, but I'm happy with how it turned out. It was pretty tough updating this heirloom."

Ruby, not to be outdone, proudly displayed the inner workings of Crescent Rose. "I love how versatile it is. The scythe mode is great for combat, but the rifle mode adds a whole new dimension to its functionality. Close-range and long-range all in one package."

Their conversation drew the attention of some older students, who wandered over to admire the first-years' handiwork. One of them, a burly young man with a short beard, let out a low whistle as he inspected Crescent Rose. "This is some fine craftsmanship, kid. You've got a real talent for design."

Ruby blushed, her eyes shining with pride. "Thank you. I put a lot of thought into it."

Gray and Jeanne also received their share of admiration, the older students nodding approvingly as they examined the intricate designs and mechanisms of their weapons. There was mutual respect here in the workshop and the shared love of craftsmanship bridged the gap between the year levels.

As the hours ticked by, the trio became so engrossed in their work that they barely noticed the passage of time. It was only when they realized that they had completed their class assignment and had no more adjustments to make to their weapons that they finally looked up, surprised to find that the workshop had emptied considerably.

With a satisfied sigh, Ruby began to pack away her tools. "Nothing beats cleaning my baby."

Jeanne laughed, stretching her arms above her head. "I know, right? There's something really satisfying about working on your own weapon."

Gray nodded in agreement. "Maybe we should make this a regular thing."

Together, they cleaned up their workspace, putting away tools and sweeping the floor clear of metal shavings. As they finished, Professor Argyris approached them, a proud smile on his face. "Great job, you three. It's not often I see first-years with such dedication and skill. Keep it up."

With their work complete and the workshop tidy, the trio decided to take a leisurely stroll around the campus, enjoying the cool evening air. The sun dipped low in the sky, casting a warm glow over the grounds as they walked, their conversation shifting to lighter topics.

---

The evening air was peaceful with the sounds of birds and the rustle of leaves as a gentle breeze swept through the trees. Gray, Jeanne, and Ruby walked side by side, talking of this and that.

Jeanne, with her wealth of experience growing up with multiple sisters, had a natural ease with Ruby. She understood the younger girl's enthusiasm and openness, and it showed in the way she interacted with her. With patience, warmth, and a touch of playful teasing. Ruby, in turn, seemed to blossom under this attention, her true self shining through without reservation.

"You know, Jeanne," Ruby said, her eyes sparkling with admiration, "you're like the big sister I never had. Well, besides Yang, of course."

Jeanne smiled, her eyes reflecting the warmth of the setting sun. "And you're like the little sister I never had. Though, with so many siblings, I guess I've had plenty of practice."

Gray listened to their exchange, a content smile on his face. He appreciated the dynamic between the two, the way they supported and understood each other. He had to admit that seeing cute girls get along felt really nice.

As they walked, they took in the sights of the campus, the grandeur of the architecture and the beauty of the landscaping still holding a sense of novelty and wonder. The "newness" of it all hadn't yet faded, each turn revealing a new detail to appreciate.

They passed by the training grounds, where the faint clang of metal on metal could still be heard, and the library, some of its windows open for the students deep in study. There was still time before dinner and meeting up with the rest of their teams. Gray walked with these two girls and wondered what to do to kill some time but was distracted when he noticed the path between the library and the main school building. It was a short path that had some benches and tables by the side door into the library, but no one was there at the moment.

"Hey, let's check that place out." He told his two girlfriends.

They stopped and looked where he was looking.

"Oh, looks like a place you could study outside." Jeanne said thoughtfully.

"Sounds like it would be nice on a warm day." Ruby said.

The girls turned to walk down the path and Gray followed. He was a few steps behind and watched their sexy legs and their fluttering school skirts. Ruby's tights gave her legs a nice dark textured look and Jeanne's were mostly bare except for the dark socks going up past her ankles. Gray felt his mouth water at the sight. With every step they took, there skirts fluttered tantalizingly back and forth against their butts. He watched them all the way to the small grassy area with the outdoor tables and benches.

Once they got their and looked around a little, Gray sat down at one of the tables and patted the spaces on either side of him.

"Care to join me, ladies?" He said with a grin.

Jeanne, who had been watching him, smiled and sat down next to him. Ruby looked a little shy but didn't hesitate for long before taking the seat on his other side.

Gray reached an arm around each girl and pulled them closer, so they were leaning against him. He rubbed their backs and sides as he watched their reactions. They both seemed a little shy and unsure of themselves. But he was confident that he could fix that.

"You know," He started, "you two are really special to me."

Both girls blushed slightly and looked away from him. He chuckled softly and continued. "I want you two to know how much I care about you. And I think that you deserve to be spoiled a little."

"Wh-Where is this coming from, Gray?" Jeanne asked as her face was turning red. She was no doubt remembering her first time having sex with him not that long ago.

"No where in particular. I just wanted to show my appreciation and affection. I hope you don't mind."

"N-No, I don't mind..." Jeanne mumbled.

Gray then turned to Ruby. "And you, Ruby?"

"I-I don't mind." Then she coughed into her hand cutely. Her face was burning up too.

"I've also been wanting to kiss the both of you all day today. I think now would be the perfect opportunity." Gray said.

"I've been waiting all day for you to ask." Jeanne replied, her voice low and husky.

"Well, go on then." Gray grinned at her.

Jeanne leaned in, her eyes half lidded, and pressed her soft lips against his. The kiss was slow and gentle, a tender expression of her feelings. Their lips pressed together and parted. Then she went back in with more passion. Her tongue licked at his lips and Gray opened his mouth to let her in. Their tongues danced together, twisting and turning, exploring each other's mouths. The sensation of her wet tongue sliding along his sent shivers of pleasure down his spine.

After what felt like minutes, they finally broke the kiss. Jeanne was breathing hard, and her face was flushed darker than before. Her eyes were a little unfocused but then they cleared and looked to the side.

"Your turn, Ruby." Jeanne said softly.

Gray turned to face Ruby who looked shy and nervous. She glanced at him then quickly looked away again. She bit her lower lip and leaned forward, her eyes closed. Gray met her halfway and their lips touched. The kiss was short and chaste, but it was enough to send sparks through Gray's body. When they broke apart, he looked into Ruby's eyes and saw desire and longing reflected in them. Her face was too cute with that odd mixture of youthful innocence and her warm desire for more. He wished he could take a picture but knew it would ruin the moment. Instead, he went back in and claimed her mouth.

Their second kiss was longer and more passionate than their first. His tongue invaded her mouth and dominated her tongue. She moaned into his mouth and melted into him. Her hands reached out and grabbed his shoulders. The feel of her fingers digging into his skin only spurred him on. He moved one hand from her back and brought it up to cup her face. His thumb brushed her cheek gently as he kissed her deeper. His fingers brushed against her ear and flowed through her hair. She shuddered and moaned softly into his mouth.

The kiss felt just as long as his with Jeanne before they eventually parted. The look in Ruby's eyes were just as clouded as Jeanne's had been and Gray loved to see it. He leaned back and stroked her hair, which brought some clarity to her eyes again. He then turned back to Jeanne and saw the small hope in her eyes that they might kiss again. Gray obliged.

He wrapped his arm around Jeanne's shoulders and pulled her close. Their lips met and their tongues intertwined. Her hands gripped his shirt tightly and she moaned softly into his mouth. The taste of her saliva mixed with the smell of her shampoo and the feel of her body pressed against his made Gray's heart race. His cock throbbed painfully in his pants, begging for attention. For the moment he ignored it. There wasn't all that much time to indulge that much.

So, he kissed Jeanne with all the affection he could muster. Then he kissed Ruby again. Back and forth they went. Jeanne's lips, then Ruby's, and back to Jeanne. No one disturbed them as they had this little make out session in the open. Gray felt like a king, having these two cute girls on either side. He might be dealing with some heavy topics like criminals and weird Grimm ladies, but this seemed like a nice trade off to him.

---

The dining hall buzzed with the chatter of students as Teams RWBY and JNPR gathered around two tables. The scents of freshly prepared food filled the air, and the clatter of cutlery and plates added to the lively atmosphere. As they settled into their seats, talk immediately started amongst the girls.

Yang was the first to break the ice, her eyes sparkling with excitement. "Guess what? I heard from Professor Bruno that the gym is getting an upgrade this year!"

All eyes turned to Yang as she continued. "In collaboration with Atlas, they're building an augmented training room with the latest tech. We'll be able to fight virtual Grimm!"

A murmur of excitement rippled through the group, their imaginations running wild with the possibilities. Weiss nodded proudly, a small smile playing on her lips. "That's an incredible accomplishment for Atlas. It's definitely something to look forward to."

Ruby's eyes widened with awe. "Wow, that sounds amazing! So cool! I had no clue that was even a thing!"

Blake chimed in, her voice thoughtful. "It'll be a great way to practice our skills in a controlled environment. Plus, it'll give us a chance to face Grimm we might not encounter otherwise."

Gray nodded in agreement. He was already imagining what it would be like to face Grimm he had never seen before. And the strategies... Would the virtual versions act like the real things? How big would this virtual training room be?

The conversation became animated as they discussed the potential of the new training room, their voices filled with enthusiasm and anticipation. After a while the excitement began to wane and Jeanne turned to the group with a question. "So, what is everyone doing this weekend?"

The table fell silent for a moment as each member considered their plans. Gray was the first to speak up. "I promised my parents I'd call them. Maybe in the morning, just to get it over with."

Ruby nodded, a thoughtful expression on her face. Then she looked to her sister. "We should probably call dad too."

“Yeah. It’ll be nice to hear his voice after just a week of texts.” She agreed.

Gray was once again reminded of the fact that Yang and Ruby were sisters. He really needed to ask about how they were related when they had such differences.

Weiss and Blake looked a little stiff, their expressions guarded. Gray could understand Weiss not wanting to call home, but what was Blake worried about? Were her parents in the White Fang, and contacting them might have been difficult? Or did they have a falling out over her joining the terrorist organization?

Weiss cleared her throat, her voice measured. "I suppose I could reach out to my father."

Blake nodded, her voice soft. "I might give my parents a call."

It sounded noncommittal in tone even if her words were a statement. Perhaps there was something there.

Nora bounced in her seat. "I can't wait to talk to Auntie! She’ll want to hear about everything."

Ren smiled at Nora, her expression warm. "I'm sure she'll be happy to hear from you."

Pyrrha, who had been quietly listening, chimed in with a suggestion. "We could also do something fun in the city. It would be a nice change of pace from all the training and studying."

The group nodded in agreement, their minds already buzzing with ideas.

---

The dorm room was filled with a warm, cozy atmosphere as Team RWBY settled in for the evening. The soft glow of lamps cast a gentle light over the space. Yang was already sprawled out on her bed wearing a yellow tank top and black booty shorts.

Gray sat at one of the desks, his scroll expanded in front of him and his eyes scanning the notes that Blake and Weiss were sharing with him. The two girls flanked him, their voices low and steady as they caught him up on the Language class he had missed and any other pertinent information from the day's lessons.

"So, Professor Yolande covered the complexities of Vacuo's dialect a couple days ago," Blake explained, her finger tracing the lines of her concise notes. "It's important to understand the nuances, especially if we ever find ourselves in that region."

Weiss nodded in agreement, her expression serious. "And she went over some formal speech patterns that are commonly used in Atlas."

Gray jotted down notes, his mind absorbing the information. He appreciated the help. "Thanks, both of you. I really appreciate the catch-up."

Ruby, tucked into her bed with a red top and white bottoms adorned with red roses, was engrossed in a game on her scroll. Her thumbs moved swiftly over the screen, her eyes focused despite the occasional yawn that escaped her lips. The soft beeps and chimes of the game filled the room.

It was a relaxed night and Gray felt that they had all gotten used to being there at Beacon Academy. It really started to feel like home now. It was just the first week of school though, so the feeling might change over the course of the next week or so.

Gray looked over his notes, making sure he had all the important information down. Their little catch up session came to a close and they put their things away.

The three of them were about to disperse when Gray reached out and hooked a finger into Blake's sweat pants. She wasn't wearing her usual elegant robes tonight. Tonight she was wearing dark grey sweat pants that, despite being baggy in places, still showed the shape of her butt. And now Gray's finger held her by the waistband and stopped her from walking away. Weiss, not noticing, had kept on walking and was heading to her portable nightstand. Blake had stopped and looked back at Gray with a question on her slightly red face.

"I'll be sleeping with Yang tonight, but I wanted to leave you with something to think about." He told her softly.

"Yeah?" She asked with a tilt of her head. Her black ribbon twitched a little and Gray glanced at it. Blake saw him looking and her face went a little stiff before she glanced around at the other girls. Weiss was sitting down and preparing to brush her long snow white hair. Ruby was still in her top bunk playing games. And Yang was in her top bunk still reading a magazine.

No one saw the twitch. Blake sigh quietly and turned back to Gray.

"Is it obvious?" She whispered.

Gray shook his head. "I only noticed it now because I know what to look for."

She thought that over for a moment before nodding and sighing. "So, what did you want to give me?"

Gray grinned and leaned back against the desk, pulling her with him since his finger was still hooked into her waistband. With his butt secured he then placed his hands on her hips and pulled her whole body against his. She stumbled a little but got the idea and settled against him. Her eyes looked a little bashful and her cheeks reddened more as her hands steadied her by pressing against his chest.

"I'm giving you my mouth for the next few minutes before we head to bed." He told her before running his hands from her hips down to her butt, under the waistband and onto her bare skin.

She gave a small jolt and her eyes widened at the contact. Then her eyes lost focus as she smoldered at him. His hands squeezed and played with her ass while her mouth opened slightly and panted at him. Her cat ears twitched underneath her bow again.

He leaned forward and pressed his lips against hers. She didn't resist at all as her mouth opened for him and their tongues danced. His hands groped her ass and she moaned into his mouth. She pressed her chest against his and her hands gripped his shirt.

Her taste and her scent filled his senses, driving him wild with desire. He kissed her deeply, his tongue exploring every inch of her mouth. Her saliva tasted sweet and her lips were soft and supple. The sensation of her body against his, the sound of her moans, the smell of her hair, it was intoxicating.

Blake melted into him, her body molding itself to his. She returned the kiss with equal passion, her hands roaming over his back and chest. Her breath was hot and heavy as she sucked on his tongue, her eyes glazed over with lust.

Gray squeezed her ass hard and heard a quiet moan come from her throat. He pulled back and they breathed heavily together.

"And that's all you are getting tonight." He said with a small peck on her lips. She tried to chase his lips when he pulled back but pouted at him when she missed.

"But that just fired me up." She complained quietly with her captivating yellow eyes looking up at him.

He could get lost in them but he did promise Yang that he would sleep with her tonight. So, he stood up from the desk, his crotch pressing against her hard, making Blake groan with quiet need.

"Then think of me using you like the toy you are." He said with a quiet growl. Blake shivered at the words. "Think of me when you play with yourself."

"B-But... they might hear." Blake worried that one of the girls would notice if she did that in this dorm room. There wasn't exactly a lot of cover to hide that sort of thing.

Gray had an idea. He activated his Semblance and noticed Blake's expression soften into something close to neutral. Then he spoke. "For tonight, Yang, Weiss and Ruby will not notice you masturbating, as long as you try to be quiet about it."

Blake listened and nodded passively.

Gray was satisfied and deactivated his Semblance.

"Now, will you be a good girl?" He asked the disguised cat girl.

She gulped and nodded bashfully at him.

"Good." Gray whispered into her ear then kissed her cheek and released her.

She stepped back with a small stumble and then looked around the dorm room. Her face was still a little red as she made her way to her bed. Weiss looked over at her but didn't say anything as Blake pulled back the cover of her bottom bunk bed and climbed in.

Gray watched Blake's ass as she moved. Then he turned and considered Weiss for a moment. She was sat in front of her mirror and brushing her hair. He had been somewhat flirty with her and even gave her good morning kisses, but he hadn't yet asked her out. He wanted to live up to the type of charm she mentioned on the roof some nights ago, so he was taking it a little slow with her. But he could give her a good night kiss, right?

Of course he could.

Gray walked over to her and looked at her reflection in the mirror. She noticed him and turned to look up at him.

"Good evening, my lady." He greet with a sardonic grin.

""My lady" huh..." She repeated with amusement. "What can I do for you, Sir?"

"I was wondering if the good lady would appreciate a good night kiss, before we retired for the night." He said to her with as posh of an Atlas accent as he could muster.

Weiss's face had been looking more amused by the word, until he mentioned a kiss. Then her pale face bloomed with a blush and her eyes fluttered in embarrassment.

"O-Oh... I... I suppose that would be fine." She finished strong. He had kissed her before after all. Though those were to wake her up.

Regardless, she set her shoulders and looked up at him expectantly, though not without that blush.

He chuckled at her cuteness then leaned down to place a light kiss on her lips. The contact was brief at first, but he dove in again. And again. He kissed her tenderly, without tongue and she returned the gesture. It was a little clumsy on her part, but it was the first time she had to reciprocate.

He lingered a little longer on her lips, really impressing upon her his affection for her, before parting.

He gave her a long look in her eyes, a look of promise, before leaning back and standing up straight.

"Good night, Weiss." He told her softly.

"G-Good night." She stumbled a little and cleared her throat.

Gray liked how she tried to act like the dignified heiress she was raised to be. Even here when he had her on the back foot.

He turned and walked away. Now, lastly he would give the same good night kiss to Ruby. He went over to the bunk bed ladder and pulled himself up. Ruby looked up from her scroll.

"Hey, Ruby. I'm sleeping with Yang tonight, but I just wanted to kiss you good night." He said while poking his head over the edge of her bed.

Ruby giggled and blushed cutely. "Okay, Gray. I'd like that."

She put her scroll aside, got up and crawled over to him and leaned down. Their lips met softly and sweetly. His tongue gently probed her mouth and her tongue responded in kind. The sensation of kissing her was always a warm one. She was sweet and innocent in her own way and yet, there was something else there that he couldn't quite put his finger on. Something eager? Something hungry?

She licked at his tongue and explored his mouth with a lot of enthusiasm. Gray enjoyed the effort and tried to keep up, but standing on the ladder was a little uncomfortable. He finished the kiss with a hard suck on her lower lip before pulling away.

"Good night, Ruby." He said to her softly and with a knowing smirk. She couldn't help but giggle bashfully.

"Good night, Gray."

He smiled at her and climbed down the ladder.

Now, he couldn't ignore his boner anymore. He turned and walked over to the other bunk bed, smiled at Blake in passing and was about to climb up to Yang, but hesitated.

If he fucked her in her pussy tonight, she would leak his sperm onto the sheets. And sleeping on a wet patch of cum would be uncomfortable. So he took a detour and grabbed a towel before returning to the ladder.

He climbed up and Yang looked over at him from her pillow. She closed her magazine with a grin and set it aside.

"Hey there boyfriend. Fancy seeing you here." She said as her grin turned to a sexy smirk.

Gray smiled back as he dropped the towel at the corner of the bed. He climbed the rest of the way onto the bed and sat back on his heels as he stared at Yang's sexy legs.

"What's the towel for?" She asked, glancing over at the white cloth.

"That is for when you leak my love fluids." He said nonchalantly. "We don't want the sheets to get sticky, right?"

"Oh, how thoughtful." Her smirk was now joined by a reddening of the cheeks at his straightforward mention of sex.

She didn't say anything else but she did adjust her position on the bed to get more comfortable. Then she lay there watching his next move.

Gray stared at her body for a moment longer, enjoying the curves of her thighs and her bare waist.

Just as he was about to lean forward and touch her, he remembered that there were others in the room. He didn't want to disturb their sleep, so he activated his Semblance and said, "No one in this room will be bothered by the sounds of sex coming from me and Yang tonight. They will be able to get to sleep very easily. Yang will also try her best to keep her noises to a minimum."

With that he deactivated his Semblance and saw Yang's eyes flare back into an aroused state.

Gray leaned down and touched her legs, feeling the smoothness of her supple flesh. Gray looked closely as he rubbed up from her ankles, across her shins, to her knees and finally onto her thighs. Yang's breathing would come out in soft sighs when she wasn't silent.

Gray loved the way her skin dimpled around his touch. He loved the firm yet soft give of her flesh. He loved the warmth her body gave off. His mouth watered and he couldn't hold himself back.

He leaned down and kissed her leg. Just above the ankle, where his hands first touched. From there he travel up with his lips and tongue. Softly and gently he went. He did his best to be sensual for her, but his hunger gave itself away every now and then as he stopped to lick and suck on her skin. He was rewarded with greater sighs of pleasure that she couldn't hide.

"...fuck... Gray..." She mouthed as quietly as she could. Her body shifted a little and her thighs separated just an inch.

Gray took the silent direction and led his mouth and tongue up to her inner thigh. He went slowly over her knee and started nipping at her with his teeth. He heard her suck in a breath sharply, but her thighs opened more for him.

He rubbed his lips and cheeks against her and licked her like he was a man dying of thirst. He nibbled her skin with hunger and listened to her soft voice like it was music. His hands still rubbed at her outer thighs, attacking her from multiple directions.

He felt her legs shudder and twitch as he got closer to where her legs met. And the warmer her flesh got too. Her sensitive inner thigh near her groin was especially reactive.

"Hmmgh...!" Yang stifled a moan.

Gray licked and sucked on her skin some more on either side of her shorts. Her leg muscles twitched and shuddered under his attention.

Gray then pressed his face directly against her covered groin, causing Yang to jolt in surprise and from the sudden sensitivity. Her legs instinctively shut around his ears and he enjoyed the warm and smooth legs on his face. Plus, he could breathe in her musk uninhibited like this.

After a short moment though, she loosened up and Gray could now rub his face back and forth over the fabric. The feel of her warm pussy felt and smelt too enticing.

Yang had been holding a hand to her mouth this entire time, but he could still make out her moans and gasps. They were soft, but still there. He loved it.

Now he reached a hand up and slid his fingers into her shorts and underwear, pulling them down a bit to expose more of her skin.

He took his time in getting to know her body. He massaged her hips and thighs, tracing patterns on her skin with his fingertips. He kissed her mound and belly button, licking her toned abs and nibbling on her soft flesh.

Since she works out so much, her stomach was flat with some interesting definition. Gray thoroughly enjoyed licking her there. Especially since she was a little ticklish and tensed a few times.

He then traced his tongue upwards, over her abs and onto her sternum. Just ahead were her breasts, covered by her tank top. Those two orbs of flesh really were quite big. They almost blocked his vision of her face.

Once he reached the fabric of her tank top he pressed his face against her two lovely tits and slowly motorboated them.

"Hmmgh..." Yang's voice was a little more strained as she stifled her voice.

Gray's hands joined him in his worship of her boobs, groping and squeezing them. Eventually, he did come up for air but only to continue his licking journey from her cleavage and onto her collarbone.

"Ahh! Fuck... Hmm..." Yang gasped before biting her lip and groaning into her hand.

Gray nipped at her neck, biting the skin and then licking it better. He kissed her ear, nibbling on the lobe and then kissing the shell. All the while his hands kneaded and groped her breasts. Her nipples poked at the fabric of her shirt, the stiffness clear to both of them.

Gray licked and nibbled her neck and jaw before reaching her mouth. Here, Yang caught him by surprise when she grabbed his face and pressed her lips against him hard. She passionately devoured his mouth after the attention he had just given her.

Yang held onto him, wrapping her arms around his head as he settled onto her with his full weight. His hands came up to rest on either side of her while they made out.

Her tongue invaded his mouth and wrestled his for dominance. His own tongue tried to push back, but it was clear who had the upper hand here. Her passion and hunger for him was incredible.

They kissed with reckless abandon, their tongues twisting and dancing in each other's mouths. They both writhed and pressed against each other with their legs entwining and wrapping around each other. Gray humped against her groin and Yang tried her best to reciprocate.

It was an animalistic make out and grind fest. And Gray had no idea how long it went on for, but eventually they had to release each other for air.

When they parted, they were breathing heavily, their eyes clouded with lust. Yang stared up at him, her gaze filled with desire.

"Fuck me, Gray." She said breathlessly.

Her words sent a shiver down his spine. He wanted nothing more than to fulfill her request. But there was something else he wanted to do first.

He leaned back and grabbed the hem of her shorts and underwear. She lifted her hips off the bed to help him remove them. He pulled the fabric down her thighs, exposing her pussy to the cool night air. It glistened with arousal, the sight sending a jolt of arousal through Gray's body.

He threw the clothing aside and placed his hands on her knees. Then he pushed her legs apart, exposing her pussy even more.

"Before I fuck you, Yang, I'm going to eat you out real good." He told her. Her response was to merely give him this aroused expression that belied her horny frustration as she bit her lower lip. She wanted that fuck, but she also clearly liked the idea of oral.

So Gray leaned down and prepared to worship her pussy.

He started off by running his tongue along her inner thighs, tasting her sweat and arousal. She shivered at his touch, her body trembling with need. The scent of her arousal was intoxicating, filling his senses with its musky sweetness.

Gray took his time, savoring the taste and feel of her flesh against his lips and tongue. He could feel the heat radiating from her pussy, the intensity only growing as he teased her. She squirmed beneath him, her breathing coming in short gasps as she struggled to contain her desire.

Finally, Gray couldn't hold himself back any longer. He buried his face between her legs, his tongue exploring every inch of her sensitive folds. Her pussy was wet and slick with her juices, the flavor exploding on his tongue. He lapped up her arousal eagerly, drinking in her essence like a man dying of thirst.

Yang writhed beneath him, her hips bucking wildly as he feasted on her pussy. Her hands gripped the sheets tightly, her knuckles turning white from the exertion. Her voice came out in soft moans and gasps, her attempts to contain her voice failing.

"Ahh... Fuck... Gray..." She moaned quietly, her voice barely audible over the sounds of Gray's slurping and sucking. Hopefully they were both still quiet for the others in the room and his Semblance command still did its job. Otherwise they would be keeping everyone up with these noises.

Gray decided to add a finger into the mix now, his digit sliding effortlessly into her soaked pussy. She gasped as he penetrated her, her walls clenching around his digit. He curled his finger inside of her, finding that spot that drove her wild.

"Fuck... Yes..." Yang panted, her eyes squeezed shut as she lost herself to the pleasure. "Don't stop... Please..."

Gray had no intention of stopping.

He noticed after looking up at her that she had lifted her tank top and was squeezing one of her tits. Gray smiled as he pumped his finger in and out of her while licking her clit with vigor. He then pushed two fingers into her.

"Oh fuck!" Yang gasped, her body trembling with ecstasy. "Yes... More... I need more..."

Gray happily obliged, adding a third finger to her tight pussy. She groaned as he stretched her, her walls clenching around his digits. His tongue flicked across her clit, sending waves of pleasure through her body. She was close to the edge, and he wanted to push her over.

He pumped his fingers in and out of her, increasing his pace. His tongue danced across her clit, bringing her closer and closer to climax. Her body tensed, her hips bucking against him as she chased her release.

What came first was a hiccup, and then a blowout of air before she groaned long into her hand. Her hips lifted off the bed, her pussy clenching around Gray's fingers as she orgasmed. Her juices flowed freely, coating his hand and mouth. He drank in her essence, savoring the taste of her release.

She eventually fell back onto the bed, her body limp and spent. Gray continued to lick and suck on her pussy, drawing out her orgasm for as long as possible. Her orgasm eventually came down as he kissed her pussy lips like they were her actual lips. The shivers and tremors felt like a victory to Gray.

He let her cool down a little before straightening back up. He knelt there between her legs and caressing her thighs as he looked down at her flushed face. Her eyes were swimming with the aftershocks of her climax. Her breathing had calmed but was still deep and long.

She looked up at him with a soft smile on her face. "That... was amazing..."

"I'm glad you enjoyed it." Gray said with a small smirk. "But are you finished? Because I'm not."

He indicated his erection under his shorts. She looked down and her eyes glazed over with desire. She gulped and said, "Can you... maybe give me a minute. Just feels a little sensitive."

"Sure. But in the meantime, can I suck on those breasts of yours?" He asked.

"Fuck yeah." She grinned up at him and reached up to squeeze her tits to enticed him.

Gray crawled over her and leaned down to capture a nipple in his mouth. Her flesh was warm and firm as he sucked on her breast, his tongue flicking over the hardened nub. Her hands came up to tangle in his hair, pulling him closer as she moaned softly.

His hands roamed over her body, exploring every inch of her supple flesh. He couldn't get enough of her, her body like a **** he was addicted to. He sucked on her teat hard, making her groan, and playfully nibbled on her with his teeth softly. She yelped a little but didn't stop him. So he switched to the other breast and did the same there.

"Fuuuck... That's it... Suck my tits..." She groaned quietly, her voice filled with desire.

Gray lost himself in the feel of her skin, the taste of her arousal, the sound of her moans.

For the next couple minutes Gray suckled on her boobs. And not just her nipples either. He licked all over her large mammary glands. By the time he was done with them there wasn't a millimeter that he hadn't tasted, and that included the valley in between her tits.

"Okay, I need it... Gray, I need you inside me now." Yang said as she squeezed his head into her chest and ran her fingers through his hair.

He pulled back and smiled down at her. "As you wish."

Gray got off of her and quickly removed his shorts and underwear. His cock sprang free, hard and throbbing with need. Yang stared at it with hungry eyes, her gaze filled with longing.

"Just lie back and let me work, Yang. And you'll let me know when I hit a good spot, won't you?" He asked her as he got into position. "I want to learn and get better at pleasuring you."

"Fuck... Yes, I'll let you know." She nodded.

"Good."

He gripped her legs and lifted them up so that her ankles were resting on his shoulders. His cock pressed against her wet pussy, the heat of her arousal sending a jolt of pleasure through his body. She looked up at him, her eyes filled with anticipation and desire.

Gray inserted himself inside her slowly, savoring the sensation of her tight pussy enveloping his cock. Her walls gripped him like a vice, the friction sending waves of pleasure through his body.

Yang gasped as he entered her, her body tensing as he stretched her. "Ohh... Fuck..." She moaned softly, her voice thick with lust. "You're so big..."

Gray watched her face as he angled himself inside her. He hadn't yet bottomed out in her. He wanted to see if there were any shallow spots of sensitivity and her face was the best indicator of that. Also, hopefully she would point out any good feelings.

He pumped into her slowly and felt her tunnel squeeze him in intervals. Yang herself would moan but hadn't said anything yet. Gray then changed the angle of entry and suddenly she arched her back.

"A-Ahh... There... That's a good s-spot. Just keep hitting it." She moaned softly, her body trembling with need.

Gray grinned down at her and made a mental note of where that spot was. He thrusted against it for a while and felt Yang tense and melt. After a while longer he moved on to find any other spots.

He didn't find another one until he plunged deeper inside her at another angle. Yang's response was to bite her lip to stifle a loud groan and to fondled her own breasts. So Gray kept up the deep thrusts for a while.

"Fuck... You feel so good inside me..." She gasped, her eyes glazed over with pleasure. "Don't stop... Please don't stop..."

"The same pace, or faster?" He asked.

She blinked through the pleasure and thought about the question.

"Ah, maybe a little faster..." She answered.

"Okay."

So Gray increased the speed of his thrusting slightly and watched as she threw her head back and moaned quietly. The sound of their bodies slapping together filled the room, mingling with her soft gasps and moans. Her body writhed beneath him, her hips bucking against him as she chased her release.

He reached down and cupped one of her breasts, his fingers teasing her nipple. His other hand roamed her stomach and navel before his thumb found her clit. He rubbed circles around the sensitive nub, drawing a gasp from her lips.

Her walls clenched around him tightly, the sensation sending waves of pleasure through his body. She looked up at him with a face contorted in what could have been interpreted as pain, if not for her flushed cheeks and the pleasure in her eyes. The moans also helped.

"I might be close... Gray..." She tried to whisper.

He took that as a sign to go all out now. He increased the pace of his thrusting, driving himself deeper and harder inside her. His hands played with her breasts and her clit, bringing her closer and closer to the edge.

She groaned and arched her back, her body trembling as she approached her climax. Her walls clenched around his cock like a vice, the friction sending waves of pleasure through his body.

He felt her legs tighten around his waist and heard her groan into her hand. Her body shook as she orgasmed, her juices flowing freely as she rode out the pleasure. Gray didn't stop, continuing his thrusts and rubbing her clit as she came.

Yang's orgasm seemed to last forever, her body wracked with pleasure as she surrendered herself to the ecstasy.

Gray hadn't finished yet, and seeing her reach her climax again spurred him on to reach his. He abandoned her clit and leaned down to capture her lips. Yang immediately threw her arms around his neck and held him close as he kept thrusting into her.

"I'm... Gonna come... Inside you, Yang." He tried to say even as he kissed her.

"Hmm! Come, come. Come inside me!" She hissed back between licking his tongue and sucking on his lip.

And that was all he needed. He thrust into her hard and deep, his cock throbbing as he reached his limit. With a grunt, he released his load, the sensation of her walls gripping his cock intensifying. Yang gasped as his seed spilled into her, her body shuddering with pleasure. Gray held her tight as he throbbed inside her. Lords, it felt amazing to come when inside a girl. His head swam with orgasmic bliss as his balls emptied into Yang's pussy.

The kiss had ended and they were clutching to each other in a tight hug. Gray realized that he was groaning into her pillow and could smell her hair. It was an intoxicating scent. It was musky and warm and smelled like sweat and sex and her particular kind of scent that he had come to love. He couldn't help but take a deep breath and drink her in.

Finally, their orgasms came to an end. Their breathing was heavy and labored as they came down from their high. They lay there, wrapped in each other's embrace, their bodies spent and satisfied.

Yang eventually broke the silence. "Holy fuck, that was amazing..."

Gray chuckled softly as he nuzzled her neck. "Yeah, it was."

They held each other for a while longer, their bodies intertwined as they basked in the afterglow of their lovemaking.

A couple lazy minutes went by before Gray remembered the towel he had brought with him to help keep the sheets clean. Gray kissed Yang's cheek and said, "Let me get that towel so you don't leak onto the bed."

She nodded and let him go. He slid his now limp penis out of her and moved to the foot of the bed where he had left the towel. He took the towel and placed it between her legs and against her crotch. He also tucked it under her butt in case some did leak out and run down her cheeks.

"Here you go. Now you don't have to worry about making a mess on the sheets." Gray said as he finished up.

"Thanks." Yang said softly as she lay back and relaxed. "That was a really good fuck."

Gray smiled and leaned back on his heels. He took that moment to look around the dark dorm room. The misshapen lumps on the other bunk bed across the room that were Ruby and Weiss looked undisturbed. Neither seemed to be awake which was a good sign that his Semblance command had worked. He was able to fuck Yang without getting on anyone's nerves. Content with himself Gray then helped Yang pull back her bed cover so they could get under and finally go to sleep.

They settled in with Gray spooning Yang and pulling the bed cover over them. He made sure to position the towel between her legs properly. With that all done, he pressed a kiss against her shoulder and whispered, "Good night, Yang."

"Night, Gray." She whispered back.

The two of them drifted off to sleep, their bodies exhausted and sated. It was a good end to the day.

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Also, let me know if there is any spelling or grammar mistakes. The editing for this chapter was a little rushed.