Author's Note: Hey all. Before you get to reading this, I suppose I should warn you. This is... Sort of bestiality. By sort of I mean that an animal transforms into a Faunus, so it technically is, but at the same time they both have human bodies. This was requested by KagedonoXIII on my other RWBY smut story, Heated Excitement, but I felt as though it was a little too different from the norm in that story.

Chapter One: Dust

"So Team RWBY has a new mission which I'm excited about of course, but what I'm annoyed about… No, furious about is the fact that they're ditching me…" Weiss spat as she angrily wrote notes down on a refill pad. "But you know what really ticks me off. They say they're going out shopping for supplies, but what they won't tell me is the numerous cafés and clothes shops they'll visit on the way."

Her notes were slowly turning into unreadable scribbles as the tubes filled with dust gently rolled back and forth on the table. "I'm forced to stay behind and sort out the dust for this mission just because I'm the heiress to the Schnee Dust Company. Ridiculous right?" She asked, looking over towards her conversation partner. Zwei gave a small bark and wagged his tail. "Exactly! Y'know, I could claim discrimination on this and then what is Blake going to bring up when she pulls up her Faunus card!" Zwei tilted his head slightly, not caring what she was jabbering on about.

Red, white, black, yellow, blue, green and so many more colours were separated all over the table in front of her. She was sat in the middle of the RWBY dorm room with a table she'd brought in just for this. "I suppose I wouldn't want Ruby doing this… She'd probably cause an explosion and fly out the window. Yang wouldn't be much better… And I have no idea how Blake would be. She seems to know a thing or two about dust." Weiss sighed, adding a few more incoherent notes underneath the rest. She was tired and feeling underappreciated even after the team's spiel on how she was extremely valuable to the team and absolutely had to work with the dust.

Zwei was currently her only companion and the two got along great when they were alone. She hated that Ruby would go all gaga if she saw her patting Zwei or anything of the sort, so Weiss strayed from Zwei all other times. Zwei jumped up on her lap, peeking over the table at the large selection of dust. Due to Weiss being a Schnee, she had newly created, artificial dust that was not released to the public yet. Although, this was not always a good thing. They weren't out for a reason, but Weiss wasn't clear on why yet. Zwei propped his front paws up and yapped happily. He finished his ascent onto the top and wagged his tail like no tomorrow. Weiss was too busy flicking through her notes, trying to find which dust Ruby needed for her Crescent Rose ammunition. Zwei accidentally stepped on a tube, splitting it open. Holding in a cry, he sniffed the purple, hazy dust that spilled from the cracks. His body locked up and he rolled off the table, solid as rock.

"Zwei!" Weiss dropped her refill pad and ran to the dog's side. "Zwei? Are you okay?" She petted the dog, hoping for a response. "Hold on, I'll get some water!" She panicked with the mind-set that water solves everything. She pushed open the bathroom door and grabbed an empty cup on the basin. It filled up in three quick seconds and as she returned, she was in for a shock. The dog was no longer there, but a boy stood up shakily, scanning his environment. "Ah… W-Who are you?" Weiss backed up against the wall, looking for her weapon. The boy was completely nude, but with messy, long hair, dog ears and a short tail.

He was struggling to speak which was apparent to Weiss. "W-Wei… Ss…" He muttered out before dropping to his knees, finding it hard to walk.

"Zwei…?" She mumbled, completely flabbergasted on what was happening. The boy nodded. He couldn't be any older or younger than Ruby's age. She walked over to him and knelt down beside him. "Is this you Zwei?" The boy nodded again. His mind was still that of a dog, but with some strange changes. Even though he struggled, he could mutter some words that he'd heard from the team. His smile was still shining though and so was something else. Weiss blushed as Zwei's member stood tall in front of her. Dogs are horny, Zwei was no exception. His primitive brain was active and alive. He was putting two and two together to realise that there was a human female and a human male in the same room together. Even though he was technically a Faunus.

Zwei rolled over onto his hands and knees, crawling towards the attractive heiress next to him. Weiss would be lying if she was suddenly turned on by this nude, aroused male in front of her, but she was trying to think logically. This is a result she'd never heard of before. A dog turning Faunus due to dust. His body was basically a normal body, including the portion of his body Weiss was struggling to take her eyes off of.

She had to be honest with herself. She'd had a rather sheltered life from any male activity and even at Beacon, she strayed from any man she didn't see fit for her, but her standards were in need of a step down. This was the first time she was confronted with a horny male, completely nude. It was tempting… Tempting indeed.

"Zwei, can you talk?" Weiss asked. She was doing her best to not succumb to her human desires.

Zwei coughed a little and tried his best. "Wei… Ss… Hell… O…" The speech was broken, but still understandable. A breakthrough indeed, but her experiment could continue. She was having trouble keeping her blushing to a minimum thanks to thoughts like that running through her head. Zwei began making his way closer once again.

She scanned up and down his body once again. He wasn't largely muscular, but not skinny or overweight either. His face was a big draw point for Weiss, his smile and cheerful attitude, even during this strange turn of events, was beautiful and uplifting. His tail wagged back and forth as he continued moving closer. His penis was erect and Zwei as a Faunus was rather well-off. Weiss bit her bottom lip, her mind buzzing with lewd and inappropriate thoughts.

The new Faunus pushed against Weiss' shoulders, kissing her cheek and neck as her back hit the ground gently. "Wait, Zwei!" Weiss spoke up, getting a little cold feet. She wanted it. She knew it could be morally wrong, but she wanted it. She was a girl who acted disinterested in men and anything of the sexual persuasion, but this was different when she was alone. She enjoyed time to herself, taking her time to do what she wanted. She knew how to make herself feel on top of the world. Lately, her alone time had been diminished due to her team always being around her. Today was a rare day, but now she was presented with this strange and rare opportunity.

Zwei backed off and wagged his tail again. Good thing he was a loyal dog after all. His member was still standing tall, basically glowing in front of the Beacon student. "O-Okay Zwei… How about… We try something else…" Weiss nervously spoke, preparing herself mentally. She gulped then nodded in a surge of confidence as she dropped her head down to his crotch. In one quick move, she enveloped his cock in her mouth. This was a first for her and was exciting her incredibly. Zwei's eyes widened as he felt the warmth of her mouth run over his erection. He didn't quite understand the dog to Faunus transformation he had undergone, but if this is a reward, he'd do it any time.

Weiss was blushing hard, but her mind was focused heavily on the task at hand. She could taste a small amount of pre-cum as she began to develop a pattern. She doubted her ability to fit his entire cock inside her mouth, after all, his was impressive. Zwei's furry ears twitched with Weiss' tongue getting involved, massaging the underside of his erection. "Weiss…" He moaned softly, getting a little tensed up. Weiss was having trouble breathing when Zwei helped push himself deeper into her mouth.

The new dog Faunus ran his hands through her neatly combed hair as she bobbed up and down, pleasuring him. She moved one of her hands to grip the base of his shaft, leisurely stroking whenever her mouth wasn't trying to reach that far.

For a first time, Weiss was doing much better than most amateurs. With money, time and no life experiences, she'd watched her fair share of porn; not that she'd admit it to anyone, but that may factor in with her interesting technique. Her face read mixed emotions. She looked a little horny and determined, but definitely embarrassed, hoping to God that she was doing things right and that no one would intrude on their secret pleasures. Everything seemed like it was going right, that's when Zwei's arms beginning to give out from holding him up.

Weiss picked up the pace, sucking as she took more of him in. The warmth of her mouth was still bringing Zwei closer and closer to orgasm. Saliva coated all over his erection. His body started to jerk slightly along with his dog ears twitching, feeling his climax click into place. Without any warning, a rush of warm liquid flowed into Weiss' mouth. There was a lot of it. More than Weiss was expecting, mainly because Zwei hadn't experienced any action before. Suddenly, Weiss had swallowed all of his semen without meaning to. Coughing, she pulled Zwei's penis out of her mouth.

"Tha… Nk… You Weiss…" Zwei slowly muttered out, laying on his back with a relaxed expression upon his mug. He waved his hands in front of his face for a few seconds, still getting use to the fact that he had a human body.

Weiss' tongue rolled around in her mouth, trying to give in to the taste. "I did it for research… Nothing more…" Weiss snapped, almost harshly, but Zwei didn't seem to mind, he had his fun after all.

The white haired heiress sat back at the desk, scrawling once more, continuing her task momentarily. She wanted to rid her mind of the lewd thoughts of Zwei. She wanted to leave it at that, just a little bit of fellatio, but at the same time, she craved more, it was only natural. "So I need this much for Crescent Rose… But perhaps I should use this instead…" She muttered to herself, beginning to ignore Zwei.

She was lying to herself, she wasn't writing anything about Crescent Rose or anything to do with their upcoming mission. She was busy scribbling about her newest discovery. Zwei, once corgi, now Faunus. Glancing over, she watched his tail wagging back and forth as his legs wobbled, trying to stand up straight. Hiding her giggle, she wrote little details about him, mostly about her first time mixing with a male sexually.

He was rather attractive, even for a Faunus which Weiss was generally turned off by. His cute and loyal personality was something to adore. His scruffy hair and twitchy dog ears were striking. Her mind drifting, she drew a little doodle of him in the corner of her page.

"Look Weiss!" He announced proudly, getting all his words correct with hesitation. Standing with a large smile upon his face. He wasn't leaning on anything, he was standing all by himself for the first time. Weiss smiled back, feeling as if he was someone close to her, but perhaps that may have been because of their recent activity together. She quickly wrote a note about his new accomplishment.

Weiss flipped over her notes on the table, joining him in standing. "Congrats Zwei!" She pulled him into a hug, using it as an excuse to fondle his furry ears. Zwei took a large sniff, smelling the wonderful scent of her perfume. He continued to sniff her again and again, leaning in closer and closer to her neck. Weiss felt the tickling sensation of his breath cascading down her sensitive body. His member was beginning to erect once again, feeling aroused once more.

The heiress felt his erection rub against the side of her thigh and her mind immediately got to buzzing. Her life so far was already filled with too many regrets, perhaps she should give in and no longer say no to every opportunity that she felt the slightest bit uncomfortable with. His lips softly connected with her neck, sending tingling thrill down her spine.

Being unaware of common relationship customs, Zwei began to lick up and down her neck, grinding his teeth every now and then. Excited by his animalistic nature, Weiss pulled him down onto her bed, giving in to the voices on her shoulder. He began to tug at her clothing, wanting it gone. Weiss rolled her eyes, having to wriggle out of it herself. Zwei's tongue ran down her body, licking all over, including her highly sensitive area. But that was not for long, he didn't care for returning the favour of fellatio, he was more for himself like a typical animal. He planted his hands on either side of her head, twisting the bed sheets in his firm grip. His well sized thighs pushed up Weiss' legs, resting against them. Her needy pussy called for his touch. She was fresh to this foreign feeling, knowing that soon, something would change. Something that was strangely important in society for no real reason.

She gasped as the tip of his sizeable cock rubbed against her lower lips, feeling the anticipation rise to unexpected heights. Weiss looked up at the Faunus who towered above her, gazing into his dark grey eyes. His hips wiggled as he lined up his aim, getting ready to begin both their firsts. She inhaled deeply as she felt his cock press apart her walls. He was going in slow, seemingly concerned for Weiss. She was holding onto her own small breasts for support as she felt a sudden pain that was quickly numbed by her aura. That was it, her virginity was now gone, but she wasn't sad, it doesn't mean much to her anyway. Zwei's slowly pulled out, Weiss biting her bottom lip.

Once again, he pushed in, feeling her pussy clamp down onto his erect cock. He was going in deep before rubbing her walls back the other way. Her white hair quickly became dishevelled, falling over her eyes. Gradually his pace began to quicken, showing less interest in Weiss and more in the event of sex. Weiss wasn't too surprised as he began to get a little rougher, he was originally a dog who involves themselves in intercourse for the sole reason of sexual reproduction. A certain sound began to emerge from their activity, the sound of Weiss' moans becoming louder and louder as his member reached deeper inside with every thrust.

She couldn't believe it. Sex felt amazing. Weiss' heavy breathing and melting brain were proof that she was having a hard time controlling herself during their intimate activity. Sweat began to softly litter her covered forehead. "O-Oh God!" Weiss cried out, eyes clenched shut and toes curled. Her body was reacting in a multitude of ways to the pleasure Zwei was thrusting into her.

As time carried on ticking, Zwei was becoming more and more like an animal. His breathing was focused as he concentrated on his speed and end goal. His strong, dominate attitude was an interesting turn on for Weiss although she could barely focus on it with her vision blurring and body twitching. The skin to skin contact brought upon more thoughts of lust and desire.

The sound of her bed rocking violently was music to her ears while her moans were music to his. "Zwei! Zwei!" Weiss pleaded him to continue. Honestly, she felt a little strange moaning out the dog's name, but after a single second, she disregarded it being as it felt so incredible.

Her entire being shuttered as she felt something pleasurable building up. The fast movements of Zwei's erection and constant thrusting brought out the lewdness in Weiss, scratching his back for any sort of support. "Oh fuck! Zwei!" She moaned right before cupping his cheeks in both her hands and pulling him in for a kiss. The kiss was instantly deep and somewhat romantic even if one of the members was a little unsure of all the human's romantic practices. Weiss trailed off on the kiss, pecking along his cheeks and jawline before dropping back against the soft duvet. She helped wriggle her hips, really getting into the heat of the moment, feeling as though she was about to burst from desire and pleasure.

Small amounts of liquids were running down Weiss' thighs and arse; she was about to cum. Her body twisted and turned, shaking about uncontrollably. Her legs were dead, her mind was blank and her vision was coming and going. Zwei's constant pounding was only making things worse, or better depending on the perspective. The pleasure was building to overwhelming levels. A sudden spray splashed against Zwei's pelvis. "Ah fuck me! Zwei, fuck me!" She begged as her body jolted with the next squirt. She pinched her breasts tightly, needing to try and lessen the overpowering urges of her orgasm. Her whole body was under Zwei's control with every slight movement he made. He was still thrusting hard, nearing his climax too.

A third squirt hit Zwei's right thigh, running down to the carpet. "Zwei!" Her bottom lip began to hurt from biting too hard. She was running out of breath as the fourth and final squirt erupted with the most warning of them all. "Fuck! Zwei, Zwei, Zwei!" Her flushed face was enough proof that she was completely and utterly satisfied, but that wasn't the end. Zwei continued to use her saturated pussy as a means to reach his goal. Weiss gripped the bed sheets as his cock began to twitch inside of her. Her walls reacted by getting tighter. A few thrusts later and a warmth flowed through her, feeling wonderfully pleasurable. His erection jerked multiple times, letting out all he carried.

Zwei collapsed on top of Weiss, not bothering to remove himself. Both were breathing heavily and in sync. "Thank you Zwei." Weiss blushed, pushed Zwei out. "I'm going to shower before the rest of my team comes back… Speaking of which, you might need to hide for now!" She got up and told him to lie under her bed until she gets back.

She flicked the shower on and hopped under, washing her sweat and other fluids off and out of her. The water felt heavenly over her entire body, although her mind was obviously elsewhere.

The shower was quick as she dried and dressed herself. Exiting the bathroom, she quickly looked under the bed, no one was there. Well, no one besides a small corgi with bright eyes and a wide smile. Suddenly Weiss wasn't sure if she just dreamt the whole event. She sheepishly laughed it off, trying to figure out what was going on. Weiss blushed thinking about it. What if she did just day dream everything while having some personal time to herself. She checked the time on her scroll, it seemed right and the rest of Team RWBY should be coming back soon.

"Come here Zwei!" Weiss awkwardly called out. He came running up and jumping on her lap. She glanced over behind him and her bed was still messy and the floor was still a little damp. On the table, a tube of dust was cracked. It must have been real. She looked down at Zwei, rubbing his furry little head. His crotch was showing brightly. Weiss continued to blush and look the other way. "Listen Zwei… Don't think this will happen often… Or again for that matter… Especially when you don't have a human or Faunus body!" Zwei nodded and pawed her thigh. "But thanks Zwei… You are a woman's best friend, aren't you?" She smiled, scratching his belly.

"We're back!" Ruby called out, pushing open the dorm room door. Zwei's ears twitched as he leapt off Weiss' lap and ran to the returning team members. "Have you finished up Weiss?"

Weiss realised she had gotten carried away and had barely made any progress. "Uh… No… I got a little distracted… Sorry…"

"Don't worry Weiss-ie." Yang grinned. "I brought you some nice accessories!" She proudly held out some clip-on dog ears. "Now you can match Zwei and Blake!"

Blake glared at Yang before laying down on her bed. "Whatever…" Ruby and Yang joined Blake, not letting her get any peace while Zwei returned to Weiss' feet, rubbing against her leg. They exchanged smiles before Weiss got back to work.

Author's Note: If you liked it, please remember to tell me (and tell me if you want more or not)! It makes my day! If you didn't like it, leave constructive criticism. Don't bother reviewing if you're just going to say you hate bestiality, I don't care, it just wastes my time and yours. Thanks for reading! Have a great week!