Honeypot Grimm Piece 3 (Patreon)

Neon scene added

----

Series: RWBY

Characters: Ruby, Weiss, Blake, Yang, Glynda, Cinder, Emerald, Neo, May ZeDong, Ciel, Arslan, Neon

Contains: Weight gain, tentacles

——

Deep within the bowls of Beacon’s storage room, a dark presence slithered silently through. It was no natural creature like a rat or snake. This was a twisted creature of Grimm, one of the creations of the evil queen, Salem. This was a particularly rare species as well, the Honeypot.

In the dim light, a slight orange glow illuminated the creature. It was the “honey” stored within the yoga ball-shaped orb that made up the majority of the creature’s body. The orb was mostly translucent and could be seen through clearly if not for a dark tint and three black bands with small white boney protrusions. At one end of the orb was not quite a head but an opening like the mouth of a leach. Several red eyes lined the lips and scanned for the perfect area to hide.

The Honeypot moved awkwardly as it dragged itself across the floor with four black tentacles. The tentacles affixed to the sides of the mouth were as thick as a human’s arm. The end had small white spikes which allowed it to grip the floor and drag its round body. Normally a Honeypot would be found deep in a cave under a forest where it could swing from the ceilings. This Honeypot was far from its home because it was given a mission by its creator.

The center of the storage room was surrounded by the largest objects. Heavy metal containers, an old bullhead that had somehow been moved underground, and an antique car. It would do. The honeypot wretched and spit out a small object into its tentacles. The Grimm delicately held what appeared to be a small Honeypot that could fit into the palm of someone’s hand. Yet this one was different. It was cylindrically shaped and its honey was a deep red color. The Honeypot chittered quietly and placed it down. Now it just had to wait.

——

Cinder closed the door to her dorm room and ensured the three new deadbolts kept it shut tight. No matter how hard she pulled on the door, it wouldn’t budge an inch. She then kneeled and ensured there was no gap between the bottom of the door and the floor. It was air-tight. “Good.” She murmured and stood back up. “Emerald, did you seal the windows as I asked?”

Emerald looked over her shoulder. “Still working on it.” She shook up an odd can of sealant that had dust in it for extra strength. Emerald just felt it made the rubber-like spray incredibly volatile. Still, Cinder seemed desperate to keep the room sealed tight. So, Emerald continued to spray around the edge of the windows. The group had spent hours ensuring every single entrance to the room down to the smallest hole was secured.

Except for two. Mercury had already been in town, so Cinder ordered him to remain there. Neo just sat on her bed and did nothing but idly tap at her scroll. Cinder was too busy to notice that she hadn’t secured the vents like she was supposed to.

Cinder had remained quiet as to why she urgently wanted to turn her dorm into a fortress. Salem had contacted her about her release of a Honeypot Grimm and the newly developed subspecies. The announcement was so late that Cinder had no time to escape Beacon. Any attempt could have her run into a Honeypot, and Cinder had seen what those could do to huntresses. A single Honeypot could fatten a huntress into an immobile blob within an hour, minutes if it hurried. The way it did this was all the more vile. Multiple tentacles would ravage its prey and pump them full of a sickly sweet honey-like substance that packed an impossible amount of calories. On top of that, it would reduce the target to an addicted mass of blubber that only wanted more. Cinder also didn’t know how many prowled Beacon. She could escape the academy only to run into a forest full of them, and Honeypots didn’t necessarily limit themselves to one per partner. The thought made Cinder shudder as she pushed past Emerald and looked out the window. It was going to get dark very soon.

——

Ruby looked out the window and pursed her lips together. She wasn’t afraid of the dark, but something about the night had her feeling worried. It was a strange, reasonless tension in her gut. The feeling someone got before something bad happened. She shook her head and tried to ignore it as she turned back to two of her friends.

Pyrrha was setting up the first game for Team RWBY and JNPR’s board game night. The redhead hummed happily as she put all the pieces in their right places and looked over at Ruby. She smiled and nodded before she returned to the task. Pyrrha’s teammate, Nora, chomped her way through another bag of snacks. The rest of the food likely wouldn’t last another ten minutes with her voracious appetite.

The night was supposed to be fun, but Ruby couldn’t shake her bad feeling. Maybe she was upset Weiss chose not to join them? Her friend had instead decided to remain in their dorm and have a “mandatory relaxation time,” which meant she would be in the shower all night. The whole reason this game night had been planned was because a whole week of school had been canceled. ‘Ozpin and a bunch of teachers had to go deal with some big Grimm migration.’ Ruby shrugged and walked around the table. She managed to get a few cookies out of a box Nora had failed to notice. Yet her favorite snack didn’t help her calm down. “I’m gonna check on Yang and Blake. They should be near the cafeteria by now.” Ruby murmured aloud. The two had been sent on a snack run once Nora proved to be a threat to their current stockpile.

Ruby pulled out her scroll and sent Yang a message.

How’s the snack run?

——

The Honeypot leaped up in surprise at a sudden noise. It looked at its brethren which had grown to almost half his size. The dark red liquid inside of it glowed as its mouth slowly opened and closed. The Honeypot still had to protect the Sap Jug. It would be hours before it could defend itself.

A clatter rang out throughout the storage room as a faunus winced and smiled nervously. “Sorry about that.” Neon laughed nervously as she roller-skated against a stack of crates. The tower didn’t fall, but a metal object had noisily struck the ground.

Arslan scowled and shook her head. “You’re going to get us caught if you continue to be this noisy.” The normally cool and composed huntress in training was at the end of her patience with Neon.

“Unlikely, there are no scheduled inspections or patrols of this area by any of the remaining teachers or students,” Ciel murmured and looked at her watch as she walked ahead of the group. She analyzed all of her surroundings and didn’t see any sign of surveillance equipment. “Though we should gather what we need promptly. This week is the best time to prepare for that prank you so eagerly want.” Ciel’s stoic response was greeted with an excited giggle from Neon as she zoomed into the darkness.

May sighed and pulled her beanie over her eyes. She couldn’t believe she decided to team up with some of the other visiting students, none of whom were on her team. The students that all visited from academies across Remnant had banded together to pull a prank on the Beacon students seeing as most of the staff was gone. It was too late to back out now, and May just decided to climb a large stack of crates and get some overwatch. She had to find anything that could be useful. Yet even as she squinted, she could hardly see a thing.

The Honeypot could see crystal clear though, and it too had climbed to a higher vantage point. It saw Neon skate about, loud and obnoxious. The others would quickly notice her being quiet and investigate. The Honeypot then noticed Arslan. It was obvious she was physically more powerful than the others. Honeypots could use their four tentacles to quickly subdue the limbs of their prey, but this one was alone and had no backup. If there were four, then each could attack a single target. This Honeypot would only attack because it had to protect its younger brethren, and it knew Arslan would require too much energy to subdue. It would be noisy too. Ciel’s path was quick to predict as it was the most methodical. The girl only traveled down paths wide enough and didn’t stray deeper into the cramped quarters. Though the Grimm worried she was too smart. She knew no one would be here, and that was why she would be instantly suspicious of anything. Ciel was the perfect first target if not for a glaring issue. The fourth target, the one who had climbed high upon a stack of boxes. It was too dark, and no one would notice her missing. If she were allowed to adjust her eyes to the darkness, she would spot the Grimm.

The decision was made and the Honeypot gripped the edges of a box. Its round body leaped away from May’s direction before it started to swing back. Its elastic tentacles stretched with the arch of its swing before it released. The Grimm silently flew through the air and lashed out. May was so surprised she couldn’t even gasp as her arms and legs were grabbed as she fell towards the floor.

May didn’t hit the floor though. Her ankles and wrists were bound by two of the tentacles while two gripped the boxes that were stacked around them. This left May suspended over the floor in one of the many narrow paths that broke off from the larger, main paths. The sudden fall left her stunned and unable to call out, but even when she recovered enough she failed to make a noise. The Honeypot's mouth had opened and several transparent tentacles emerged. One had already wrapped around May’s head and blocked her mouth. She tried to kick and struggle, but the grip was too tight. Her eyes widened as some of these tentacles started to rub and trace over her body.

The secondary tentacles were thicker than May’s wrists but thinner than the black tentacles that restrained her. These tentacles started to venture under May’s hoodie and pushed it up to expose the lightly tanned skin of her stomach. A frantic grunt escaped her as something pushed into her pants and nudged them down over her waist. They didn’t stop until the waistband of her jeans was past her hips and left her panties exposed.

May didn’t know if it was a Grimm that had caught her, but she knew she couldn’t break free from it. The identity of the creature was pushed aside as she was worried about why it continued to touch and seemed to caress her body. She especially didn’t care for how the tentacles were so close to her privates. Her eyes widened further than they already were as two tentacles pushed into her panties. One slipped in the back along her butt crack while the other went in the front and rubbed against her folds. She jerked her hips and kicked her legs with all her might, but it didn’t amount to anything.

“Mggfff!” May grunted as the tentacle that wrapped around her head pulled back and forced itself past her lips. It was too soft and slippery to block with her lips and it didn’t react as she bit as hard as she could. The sensation was like that if she had bitten into a hose or on fried squid. She was unable to spit it out though as it started to piston in and out slowly. The tendril rolled over her tongue until it reached the back of her throat before it retracted. The rhythm started slow and steady, but the pace soon picked up. This momentarily distracted her from the tentacles in her panties.

Those two tentacles aligned themselves with May’s openings before they plunged deep inside of her. Her lower body clenched but it couldn’t expel the tentacles as they took on a more rapid pace than the one in her mouth. The action caused a louder, yet still muffled, gasp to push past her stuffed cheeks. It seemed to fail to reach the others.

May’s body was rocked through the air. The movement pushed her pants down to her ankles while her hoodie was forced higher up to expose her bra. Another tentacle ripped the garment away and left May’s breasts exposed where they jiggled slightly in the chaotic movement. She couldn’t think of a way out of this. None of the girls had their weapons on them, and she was the furthest thing from a hand-to-hand combatant. Despite that, she didn’t want to just sit there as the creature had its way with her.

The tentacles weren’t exactly easy to handle either. May winced every time they plunged into her, and they seemed to reach further and further each time. The walls of her womanhood were stretched beyond what she thought was capable as the tentacle’s tip delved deeper than anything ever had before. The sensation was even more intense in her rear as May had never expected anything like that to happen there. Her knees buckled as she shamefully started to drip down on the floor. It felt like this embarrassment couldn’t get any worse.

Yet it did.

Each tentacle started to pulse and thicken. May whined as her jaw was stretched open wider as the tentacle now seemed as big around as her thigh except for a small ring where her mouth compressed it. Her legs kicked as the tentacles that assailed her lower body reached matching girths. It felt like she was about to be torn apart before she noticed the tentacle in her mouth started to glow. The light traveled through it until some liquid filled her mouth. There was no room for the substance to leak past her lips, and May was forced to swallow it. The flavor was sweet and the consistency reminded her of honey. She never cared for the substance, and she certainly didn’t feel thrilled about this. Still, she was forced to swallow lest she choke. More of the amber-colored liquid was pumped into her through the other two tentacles as well which caused a noticeable pressure in May’s abdomen.

May felt a sudden heat course through her entire body. It was as if she walked past an air vent that pumped warm air all over her, but this sensation carried inside of her too. It felt like she was becoming bloated. Her belly filled out with a sensation that was like she had taken a deep breath only it continued further and further. She fought the tentacle in her mouth and looked down to see her belly hanging beneath her. That wasn’t right. She was thin, exceptionally petite. Now she had a belly like a basketball and it only grew bigger. Not only was she being assaulted by a strange tentacle monster, but the honey it pumped into her caused her to fill up like a balloon.

More and more of May’s body was fattened as honey flowed into her. Her belly continued to distend and thicken as the viscous liquid pumped into her was rapidly turned into fat. The mound of dough hung lower towards the ground as well as filled outward at both sides. Thick, meaty rolls started to stack on May’s side as her torso broadened. Even her back started to become coated with rolls with puffier lumps near her shoulders. Her bust too, which had previously been meager, gained mass until they matched and eventually surpassed the size of her head. The soft orbs were also squeezed and rubbed by more tentacles. These slowly wrapped around them, rubbed between them, and prodded at her nipples. This added to some of the pleasure May experienced, but she still resisted.

May’s body rocked through the air with each thrust of the tentacles, and now her added mass caused her to jiggle and wobble like a mount of jello. At first, the most active area was her belly and chest which swayed and collided with meaty smacks. As she continued to gain weight, her lower body quivered similarly. Both of her butt cheeks filled out until they matched the proportions of her belly. First, they grew to the size of volleyballs, then they seemed more like throw pillows, and soon their shapes and sizes had reached a level that no object could properly compare to. One cheek was wider than her waist used to be, their edges were softened and curved, and gravity caused them to sag noticeably. She had gone from hardly any cushion on her butt to saddlebag cheeks that noisy clapped together as she was fucked and fattened.

Her thighs had thickened and formed stacked rolls of fat. Fat from her hips folded over the top of her thighs where a pancake-shaped roll billowed outward. These stacked fat slabs continued past May’s knees and to her ankles. It didn’t stop there as this cankle fat continued to fill out until it started to overtake her feet. Something similar happened with her arms as her shoulders thickened until it was like a pad or slab. The underside of her arms was a slight contrast as they were looser and sagged further like speed bags. Her elbows were swallowed by fat as her forearms bulged outward in all directions like plush cylinders to the point her wrist crept over the palms of her hands and threatened to overtake her fingers too.

Most Honeypots would go on to play with their prey more. They’d switch up the position, probe their fat with more tentacles, or roll their helpless bodies around. This one couldn’t afford that. Three more targets jeopardized its entire mission. That was why it had to hurry and ensure May was left so obese that she’d be utterly helpless and immobile. To do this, it produced more tentacles. May let out a pathetic croak as a second tentacle pushed into her mouth and left her fat cheeks swollen like a chipmunk's. Her chins were also squished into her neck fat as she tried to open her mouth wider. It was enough to make her eyes water as her gag reflex was almost triggered.

“Mmeeeeeeffff!” May finally managed a sound loud enough to reach beyond her secluded corner of the storage area. Unfortunately, it was a desperate screech as her lower body was penetrated by more tentacles. Her womanhood was already stretched and stuffed by one tentacle, but somehow two more managed to cram themselves in. The tips teased and tickled at her labia before they managed to push inward. May felt her legs uncontrollably spasm and her toes curl as she had never experienced this exact sensation. A sensitive, delicate area being stretched beyond what it should. Thankfully her aura protected her and she merely continued to stretch instead of break. That allowed the two tentacles to reach in and curve around the first. Now it was a drill-shaped intruder that riveted in and out of her as three powerful streams of honey filled her.

“MMPH!” May yelped as one tentacle smacked her ass with a loud THWAP! The Honeypot didn’t lose control of itself. Nor had it indulged its instincts to play with its prey. The strike was intentional and calculated to reach the ears of Ciel. May would be finished soon, and it would be better to lure prey in rather than seek it out again.

Though the current captive still had some time to go. The Honeypot pumped more honey into May which caused her already obese body to fill out even faster. Her hoodie failed to stretch beyond this point and noisily tore apart before it fell to the floor. Her lower legs became too large and her pants were pulled as her ankles were spread apart by her growing thighs. Eventually, they split down the middle. Now she was naked, fat, and still growing.

May had held out as long as she could, and part of her didn’t want to surrender just yet. Her physical struggle had ended while her mind continued to fight. The honey was too much though. A warm sensation overtook every inch of her. Deep within her core, her stomach, her chest, from her head with its fat cheeks and chins, down to her toes which barely remained visible, through her curves, folds, and in the large stretches of rounded skin. All of that pleasure wore her down as she involuntarily started to moan.

She struggled to keep her eyes open as her cheeks swelled past the size of softballs and squished against them. A third chin took shape and was squished between the other hamburger bun thick rolls and a fold of neck fat that was as large as a throw pillow. Her breasts hung beneath her having reached the size of beanbag chairs and her underarm fat was not far behind. The tops of her middle fingers vanished as all of her hands were now buried under her arm fat. Anyone who watched could have seen it as it rolled over the phalanges like an avalanche of marshmallow fluff. Her belly soon touched the floor while the rest of her body was still held aloft. It stood like a smooth, malleable wall surrounded by rigid stacks of crates and other miscellaneous objects. Above her, May’s butt rose higher and passed the width of a sofa couch with cheeks that could have flattened the cushions into pancakes. Both of her legs were so large and coated with blubber that they appeared more like lumps attached to her waist instead of legs. Despite the flabby texture of her body and its intense weight, the Honeypot continued to hold her aloft with total ease.

May’s eyes started to flutter and she tried to squeeze her hands into fists. All she managed was to press her buried fingers against the walls of fat around them. It would do as the twisted pleasure built in her. Pressure spiked between her legs and deep into her core. Her legs spasmed again, this time purely from pleasure as her inner walls clenched around the tentacles as hard as they could. With a final moan and jerk from her massive body, an action that caused her fat to jiggle as well as her breasts to thump noisily against her belly, May experienced the most powerful orgasm of her life before she fell limp. She hadn't noticed how sweaty she had become during the whole experience or how tired it left her. All of her new mass left her completely immobile, but her exhausted body made it feel many times heavier.

The tentacles retracted from May and she gasped for air as her body remained hoisted in the air. She was slowly lowered so as to not make a sound. May’s butt spread out beneath her as her weight pressed down on it. The honey and pleasure from her climax kept her brain trapped in a fog. All she managed was to let out a stupid-sounding giggle as her mouth gaped open. If left alone and not exposed to more honey she likely would regain her senses after a day or two. If she were trapped in a hive, then she would be subjected to more and more. A captured huntress would never get the chance to think coherently again unless the hive was destroyed and they were rescued. Though even that was no guarantee as huntresses from the past were left so addicted that they yearned to be returned to a hive. It was just one thing that made Honeypots so dangerous.

“May?” Ciel asked and wandered towards the source of the noises. There was only one person assigned to this area, so it had to be May who made these noises. Many of the sounds had been concerning, and Ciel struggled to predict why they were made. She turned the corner and saw a sight she never could have predicted. It was a large, rounded mound that appeared damp. The image of dough came to Ciel’s mind, but there was no logical reason for dough of any kind to be there let alone so much of it. When she touched it, the mass seemed to jiggle in response. It was enough to make Ciel momentarily retract her hand in shock. Yet within a few seconds, she touched the blob again. It was soft, warm, and morphed around her fingers. The texture could only be… “Fat?” Ciel was baffled and looked up where she noticed a pair of smaller, yet still sizable lumps. She squinted in the darkness before she noticed circles. Then she noticed they appeared to be areola. These lumps were breasts! This giant mound was a belly! Ciel realized that this mass was a human, likely May, far too late.

The Honeypot pounced on her within a second of her realization.

Ciel’s back slammed against a wall of stacked crates as her hands and feet were restrained by tentacles. Both wrists were held above her head as her legs were stretched apart until they nearly reached a 90-degree angle. She tried to pull her hands free or kick with all her strength, but she failed to do so.

The Honeypot rested on the floor beyond Ciel’s feet and near May’s obese body. Ciel couldn’t tell how large the girl was as half of her body was in darkness. The sheer size of her belly implied she was at least larger than a truck. Her mental calculations were interrupted once the Honeypot produced its secondary tentacles.

The transparent tubes poked at Ciel’s body. One touched the corner of her mouth, another poked her breasts, her stomach, her thighs. When she opened her mouth to shout for help, one tentacle leaped towards the opening. Now Ciel could only make muffled noises as another tentacle started to unbutton her shirt. The golden studs were slowly undone with a simple flock of the appendage. It stopped at the third one which was in the middle of her chest. She watched the tentacle slide into the opening of her shirt and slide across her deeply tanned skin. It felt warm but notably inhuman. A shiver ran up her spine as another tentacle began to slither between her legs.

Suddenly, her mouth was filled with a viscous, sweet liquid. She was unable to spit it out and swallowed as her cheeks started to bulge. The flow didn’t cease, and now Ciel gulped continuously. Her stomach quickly began to bulge forward as the rest of her shirt and a sash belt started to feel tight.

Ciel understood that this was a Grimm or some other creature, and this was a method to attack and subdue prey. May appeared unharmed, aside from being immobile and fat, but her belly rose and fell with her breaths. It meant this creature wouldn’t kill her. She remained calm and developed a rhythm of waiting for her cheeks to fill before she swallowed all while keeping track of time.

‘I hit this wall quite hard. The noise has likely reached someone. They will be here shortly.’ Ciel was a stickler for organization. It was to the point her thoughts were neatly compartmentalized. Her main point of agitation though was how the tentacle in her mouth started to thrust in an untimely manner. There was absolutely no rhythm to it.

“MMPH!” Ciel squeaked as her womanhood was suddenly probed. It was like a harsh poke before the tendril slipped into her panties. She blushed and looked at the tentacle between her leg with a growing sense of embarrassment. Not a soul had touched her there before. A sharp snort cut from her nose in a futile attempt to keep the creature away. It cared not and she felt something slip past her lips and delve deeper. The muscles in her lower body tensed but the creature was not expelled. It was even quickly joined by a second which pistoned in an alternating pattern to the first. Once again, the rhythm was random.

Ciel clenched her fists and squeezed her eyes shut. Within seconds they opened. She couldn’t look away. Her eyes needed to be used to scan the area and survey what happened to her. Her belly stretched across her lap while the buttons remained intact. It looked like Ciel had swallowed a basketball, but the softer slopes and curves confirmed it was fat. A tentacle still slithered beneath the cloth and probed her belly button.

A sudden jolt caused Ciel’s hips to buck and her legs to kick. A new pressure filled her insides as it felt like two water hoses sprayed inside of her. She realized the tentacles were producing the odd honey-like ooze much like the one in her mouth. ‘Why did they wait so long?’ Ciel was more curious about why there was a delay instead of being shocked that it happened.

‘How much time has passed? Five minutes and…how many seconds.’ Ciel had managed to lose track of time. ‘How could I lose track? My head feels fuzzy. Perhaps the creature has a neurotoxic venom?’ Her mind extrapolated and reasoned to stay focused, but the honey she consumed started to dull her thoughts. An odd pleasure that built between her thighs contributed to her struggle to think.

PING…PING…PING!

The last of Ciel’s shirt buttons popped and soared over the Honeypot. Her eyes widened at the sight of her belly spilling atop her lap and reaching her knees. It looked far too soft to be her stomach. She didn’t have hardened abs, but she managed an efficient exercise regimen. The thoughts of how much time it would take to work this off ran through her head like a stampede.

Soft, tanned fat sloped in her vision. One tentacle lifted it and let it fall on her thighs. Ciel watched it jiggle as her breathing grew heavy and ragged. Her stomach shouldn’t be like that. A soft, mound of doughy fat that spilled between her thighs. That was when she realized her legs were thicker now too. Each leg was now as thick as her waist had been. Their curves were broadened and fat rolled over her knees.

Ciel started to feel anxious. She had already lost count, thanks to the lack of rhythm in the tentacles thrusting and her sudden shocks of pleasure. ‘Think Ciel. You have to remain conscious or else…or else…what were the other girls’ names? The one with roller skates should be close…where was she searching?’ Her thoughts were jumbled and she had forgotten important details. Ciel NEVER forgot important details. Just as they were on the tip of her tongue she was distracted by something else.

SNAP!

A black bra tumbled over her belly and off to the side, into darkness. Ciel blushed as she saw her bare breasts. They were so big now, larger than her head. Two tentacles slid between them before they wrapped around the bases and squeezed.

“MMMGGFFFF!” Ciel threw her head back as her eyes rolled up into her head. The pleasure was maddening as the tentacles squeezed and flicked her nipples. The ones between her legs had also grown faster and she felt a warm tingle of previously unknown intensities. ’N-no…I’m losing my senses!’ The first desperate thought slammed into her like a brick. Ciel realized she was in terrible trouble. ‘I’m…going to be like…her.’ Her thoughts roamed to May. Just a giant mound of fat. So much fat that it could never be lost. She’d have to drop out of her huntress training, she’d be moved somewhere else, and she’d be utterly helpless for the rest of her life.

Ciel tried to make a final, last-ditch effort to remain sane. She took a deep breath only for it to be caught in her throat as a pair of unseen tentacles slid around her hips and between her now pillow-sized butt cheeks. She never realized her skirt had been removed…Those tentacles adopted the same nonsensical rhythm and instantly started to fill her with honey. The growth of her body was accelerated and Ciel could feel her body creep across the floor.

It was all too much. Ciel’s breathing was out of control, her body became fatter by the second, and intense pleasure wracked her thoughts. Her fingers and toes curled, her eyes rolled back into her head, she shuddered violently, and the tentacles thrust more powerfully as they swelled to twice their original sizes. Ciel’s mind was quiet, but muffled moans hummed around the tentacle in her mouth as she climaxed.

The experience was rapturous. Her now fully naked body was covered in goosebumps, tentacles ran over the stretched skin, and everything just seemed so far away from her. Ciel felt her body relax while the pleasure turned dull but constant. A heavy afterglow settled from her first-ever climax. Her half-lidded eyes saw a blurry image of her body growing fatter, but it didn’t register to her.

The Honeypot picked up its pace and filled Ciel with all the honey it could. Its numerous eyes saw the brown belly reach past its owner's feet and quietly admired the long, flat indent where blubber folded over a deep belly button. Slowly, it lifted itself and rested atop the belly. The fat was soft and its body gently sank into it. Memories as sweet as honey returned to the creature.

Salem, the twisted goddess of all Grimm, came to it. Pulled from the tar-like pits where all Grimm emerged, this Honeypot had been cradled against a soft belly like this. This Honeypot had to make its master proud.

The touch of more fat brought the creature back into the moment. Ciel’s breasts had grown until they touched it. Both were still enwrapped by tentacles and the obese huntress twitched whenever her nipples were rubbed. Each boob was far larger than the Grimm, but they were flat like giant pancakes. Part of them sagged from the dome of Ciel’s belly while their furthest points reached the midpoint of the giant gut.

Arms and legs protruded from Ciel’s side, but they no longer resembled limbs. They were just lumps of fat with muscle and bone deeply buried within. Hands and feet were both swallowed up as wrists and ankles folded over them. Shoulders didn’t have the chance to slope as stacked fat rolls accumulated enough to support the arms. However, her bingo wings managed to cascade over them. Her legs had hardly moved from their original position. Both were still splayed out, but their fat stretched out in all directions. They were raised from the floor by their underside, left and right stretched out to make a mass more than half of Ciel’s height, and from the floor to their highest curve would have passed her waist. Her belly was squeezed between them which prevented it from fully spreading across the floor. Fat had managed to curve and fold onto the top of each thigh, but they failed to spill over the opposite ends.

Behind Ciel, her ass rose to the middle of her roll-covered back. It had grown enough to push the wall of crates behind her, and like her breasts, the texture was loose and flabby to the point the cheeks folded at points to create large fat rolls. This, along with her thighs restricting her belly, resulted in Ciel being the widest at her butt and hips.

The Honeypot Grimm retracted its tentacles before it slowly crawled up Ceil’s body, between her breasts, and looked at her face. She had a dopey-looking, open-mouth smile. Her tongue laid atop her first chin while three more rested beneath it. Ciel only offered a small giggle when a tentacle poked her softball-sized cheek. This was also when the Honeypot spotted a blue beret atop her head. It removed the apparel and waved it in front of its victim’s eyes. There was no movement from the blue orbs at all. Relieved, the Grimm placed the beret back on and leaped into the air.

The Grimm noticed its fatigue. It longed for its brethren who would have made the subjugation of these huntresses in training much easier. On its own, this Grimm couldn’t truly enjoy the experience. It pushed the thoughts and complaints away. Two of the targets were dealt with and tucked somewhere they wouldn’t be found easily. It looked down at Arslan and Neon from its perch. It waited. It waited until Neon made her closest pass to Arslan. The faunus quickly passed and moved further away. That was when the Grimm made its move.

Neon made the most noise of the group, and she moved about the most. Any of the girls would have heard her come close, and the absence of noise would be noticed after too long. The Honeypot planned to attack after Neon’s pass with Arslan because it set the mental timer. It would need to deal with Neon quicker than any of the group, then prepare its ambush on Arslan who would hopefully just begin wondering why Neon was quiet.

Neon hummed an upbeat tune as she skated along yet another path. Everything here seemed too old or boring for the prank, so she ignored it. If anything she just had fun rolling about. She was so distracted that she didn’t notice the new mass slam into her back. In a swift movement, its weight spun her around and her arms and legs were bound before the Honeypot broke the fall.

Transparent tentacles filled her before she realized what was happening. There was no time to waste. Two were stuffed into her mouth, three ripped her shorts off and plunged into her womanhood, and another two stuffed themselves up her butt. Neon was hit from so many fronts that she didn’t know what to respond to first. Just as she was about to lock in on something, the tentacles began to pump honey into her in unison. This stream was immensely high-pressured. There was no need to swallow as the tentacles in her mouth were at the back of her throat. The unforgiving pace caused her stomach to bloat to the size of a yoga ball after only a few seconds. The honey metabolized quickly, but the pace at which Neon was fed proved even faster.

Neon’s eyes naturally teared up as her stomach was stretched so far. Pleasure had only started to register as the five tendrils inside of her delicate areas began to wrap around each other and slam into her with feverish intensity. Her hips bucked with each rough impact and she felt her skin tingle as the honey began to affect her nerves.

Eventually, her metabolism went into overdrive. Just as her stomach was distended by nearly five feet and looked like a round balloon ready to pop, it began to droop. The honey was quickly converted to fat and the mass widened and fell like a collapsing soufflé. In the blink of an eye, Neon had gone from thin with an engorged belly to chunky all over. It was enough of a sudden strain to make her clothes practically explode and her naked body to jiggle. The Honeypot bore the weight atop it thanks to its strong exoskeleton and remained tucked into the small of Neon’s back. It was a making good time, but going faster wouldn’t hurt. It just had to make sure it immobilized its target and didn’t burst her.

Neon squeaked and moaned, but hardly any sound made it out of her stuffed mouth. She could only shudder and grow into a blobby mass of dough. There was no way to escape the tight grasp of the tentacles, and her legs had already gone numb from how vigorously it pistoned between her legs.

Her body developed into a very round shape. Then, as she was essentially stuck on her back, her belly rose but formed a flat, plateau shape with her belly button being the only indent in the middle. Fat rolled and bunched at her sides to form a smaller roll and a thicker love handle. These grew with time as the honey flow was just as rapid as when it started. Her hips and sides widened in time with her stomach to keep her torso in an apple shape. Whenever she involuntarily thrust her hips, her belly would wobble and swing upward. That briefly exposed her fupa which resembled a flesh-colored fanny pack.

Neon’s breasts surpassed the size of her head, but they seemed to slow once they were as large as pumpkins. That was certainly larger than they used to be, but it was much smaller compared to the other victims. What they lacked in size, they made up for in perkiness. Delicate pink nipples stiffened and tingled in the cool air of the storage area. They were the highest peak of the almost perfectly rounded orbs. This was partially due to her posture, but they would hardly change shape if Neon ever managed to roll upright or at least onto her side.

Arms and legs were buried in an avalanche of fat that rendered them useless. Thighs squished together and tried to force her feet apart, but the tentacles around them held firm. The grip had to be loosened slightly after some time partially because the ankles they squeezed became too thick. Above all else, the Honeypot had to ensure no physical harm came to the victims. It was in their nature. Also in their nature was the belief that gaining thousands of pounds was not “physical harm.”

Neon’s arms and legs were too fat to be used anymore. They were too short compared to her girth to do anything, they were too heavy to move, and they were too weak for any task that could be imagined. Yet they were smaller than the other girls. Their arms and legs were made so fat that their hands and feet were buried. Yet Neon’s were not.

The Honeypot knew why. It was running low. Neon was smaller because the Honeypot couldn’t afford to give her everything. It still had one, undoubtedly the strongest, prey left. It just needed to give Neon a little more. Just to ensure she was dazed and confused long enough to not shout out for help.

Fat flowed around the Grimm. Rolls of back fat thickened into sweat-coated slabs and easily morphed around the round creature. There was also the fact that Neon’s back was slightly arched, something the intense pleasure she felt helped maintain. To its top and sides was her back fat, and to the bottom was the shelf of her butt. It was still plenty wide despite Neon being the smallest blob so far. The Honeypot, in a moment of curiosity, wondered if there was a couch somewhere. Perhaps it would place Neon on it because it thought she would fit. Width-wise speaking. Her butt cheeks alone would cover the entire seats of this hypothetical couch.

The Honeypot felt annoyed again. It wanted to have fun, but it didn’t have the time. The creature cursed these girls for intruding into the storage room before the plan was properly set up. Whenever it did recover, it planned to indulge in their blubber-coated bodies. Then, it would watch as the Sap Jug stretched and filled them to dimensions that their poor minds would think impossible. It would be the perfect revenge. For now, though, it retracted its tentacles and slipped out from under Neon. Her back now pressed against the floor, and every inch of space the Honeypot took up was filled in by lard.

One more. Just one more intruder to deal with.

The Honeypot ascended another tall stack of boxes and looked down. Arslan was still searching the area, but it didn’t seem like she caught onto the growing silence. Now was the time. The Honeypot steadied itself and leaped down on Arslan.

Only she turned to look directly at it. The Grimm couldn’t widen its eyes. They were always open and fixed in shape. Still, Arslan somehow understood that it was surprised to be spotted. She pulled back a fist, filled it with aura, and threw it forward. The Honeypot had only a second to react, so it launched two tentacles out. They stabbed through a box, splintering the wood, and swung itself away from the blow. Now it rested on the ground and seemed to look at Arslan. It opened its mouth and shrieked.

Arslan was unfazed. She resumed her combat stance and narrowed her eyes. “Are you the reason Neon is so quiet? I got curious after I stopped hearing her roller skates. I decided to keep searching. If something was wrong, someone would let me know.” Her eyes narrowed. “Or the problem would come to me on its own.”

The huntress in training didn’t know why she was speaking to the Grimm. Something about it seemed to hint at intelligence. No matter, it was a Grimm all the same. Arslan leaped forward and threw her fist. A thick tentacle swung up and redirected her fist. A second tentacle swept at her, but she easily dodged.

The Honeypot planned to feint. One tentacle launched forward and Arslan dodged back. At the same time, two tentacles shot in the opposite direction. The Honeypot threw itself into the air and swung around. Arslan tried to track the movements but it continued to make random leaps. Suddenly it slammed into her back and knocked the wind from her.

Tentacles seized Arslan’s arms and tried to hold them out. The Honeypot was still tired though. Time seemed to slow as one hand broke free and roughly struck the creature. It felt its exoskeleton crack and the momentum launched it back. Arslan watched it soar through the air and out of sight.

She didn’t hear it hit the ground though. Her eyes narrowed and scanned the area. Suddenly she saw movement, but it was much larger. Arslan gasped when she noticed the tanned skin. It was Ciel! The Grimm had thrown Ciel. Arslan opened her arms and tried to catch the immobile girl. The mass hit her hard and damaged her aura. Fat morphed around her, and she feared she would be rolled over. She barely managed to redirect the girl and move her to the side.

“What did this thing do to you?” Arslan asked but received no response. She heard another rush of air. She turned just in time to catch who she believed was May. Then Neon was hurled at her and the momentum pushed Arslan back until she was squished between the trio of immobile blobs. ‘It has me cornered.’ Arslan thought and knew it was about to leap at her. She prepared to attack from the front, but in reality, this was her feint.

Arslan planted both feet against Neon’s bulbous butt cheeks and threw herself into the air. She flew over Ciel and May, noticed the dull expressions on her faces, and felt anger swell in her chest.

The Honeypot didn’t have the time to change direction. Arslan grabbed it, seized its tentacles, and swung it through the air. Her feet landed on the floor with a thud, and she swung the Grimm with all her power. It slammed into the ground with a CRUNCH! A weak, gurgling shriek was emitted by the creature and it fell limp. It was still alive, but too weak to do anything. Arslan walked over and raised her foot, ready to deliver a final blow.

—ABOVE EDITED AND PROOFREAD—