The Academy: Burnouts

Episode One


The shadowed figure sits in their office flipping through the files of all the new students beginning their time at The Academy. Every single one of them has recently turned eighteen, each having a confirmed active Power-Gene.

That figure reading the files is a member of staff at The Academy. It is their job to train these impressionable young boys and girls and turn them, one day, into superheroes. Most, however, won’t be making it to graduation. The majority of the files will eventually be stamped “burnout”, the catch-all term applied to any student that fails to graduate.

The reasons are as numerous as the powers these supers manifest. Many will find out they just aren’t cut out for the life of a hero, unable to stand up to the unique challenges they will face. Some will never learn proper control of their super powers, rated as a threat to themselves and those around them and encouraged not to use their powers at all.

A larger number will never learn proper control of the increased libidos that come along with an active P-Gene. The boys, especially, will find it hard to control the never ending need for sexual release. The vast majority of male students end up either kicked out after sexual incidents too perverse or non-consensual for the staff to overlook. Others simply quite, deciding they would prefer a life of crime and the sexual indulgence that living outside the law allows.

The girls are different. While the boys will find it hard not to take what they want sexually the girls will find it hard not to give up what they have. It’s a settle distinction, but an important one and because of it the female students will be far more likely to graduate.

Of course, budding heroines tends to disappear at about the same rate that full grown ones do. There are always rumors of female students being kidnapped and sold into the white slave trade that the school has to suppress. Those with active P-Genes tend to be far more attractive than the average woman, add in the fact that they also tend to have exaggerated curves as well and one can understand why these girls are targeted before their training is complete.

Even the staff understands how desirable their students are. Many even take advantage of the student’s overactive libidos, some of them doing so for simple self indulgence while others for far more sinister reasons.

The shadowed figure stops flipping through the files, deciding to take a closer look at a specific student’s information. “Angela Rose,” they say out loud as they read the name on the file. Flipping it open they see the picture of a pretty Caucasian teenager with vibrant red hair. She has a voluptuous body, with a large wide ass and ample thighs and a thick center mass.

Her whole body is thick, everywhere except her chest. Unlike the majority of women with an active P-Gene this girl has almost no breasts to speak up. “I’d be surprised if she could fill a small B-cup,” the figure mumbles as they stare at the picture. Her small breast size makes the rest of her thick body look even thicker.

“Shame, that,” the figure says staring at the pretty girl’s chest. “The other student’s will probably make fun of her. The girl’s especially.” The figure had seen just how catty some of the heroines in training could be.

They flip the page, looking at what is known of the girl’s power. “Warning: unstable and as yet undefined magical abilities,” the first line reads. They roll their eyes. “Great, just what we need. Nothing is a bigger pain in the ass then magic.”

After reading the rest of the information, details about her life in a small town where she had few friends, the figure flips back to the first page to stare at the picture of the girl. There is something about her… something beyond pretty, a raw innocent sexuality that they feel powerfully drawn to. “I need to have her,” the figure finally says, their voice little more than a whisper.

They close the file, their mind already reeling with plans and plots on how to make that a reality…


* * *


Angela Rose is laying bed, overwhelmed by her first day at The Academy. Mere weeks ago she was in her home town, struggling to control her budding powers and fretting over whether the school would accept her. She had dreamed of becoming a superheroine since she was little, becoming a mighty defender of justice like Archbaroness or Lady Centurion. And now here she was, a student at The Academy!

The day had been orientation for all of the new students. Lectures on school rules. Meet and greets with faculty members and teachers. Guided tours by older students through the school’s various facilities.

That had been the high point for Angela. The students showing them around all had costumes and superhero names. They had explained the school’s tradition to the new students: you didn’t get to choose you own hero name, it had to be given to you by other students. And only after that point where you allowed to choose out and begin wearing a costume.

“I probably won’t earn a name till right before I graduate,” she mumbles to herself. She’d already seen students paring off into little cliques, cliques that she was certain to be secluded from. Angela had never been good at making new friends.

She’s also seen that the majority of the students have primarily physical powers. Super strength and enhanced agility and the ability to fly. There wasn’t a single other student in the new class of students with magical powers, and she could already feel her classmates silently judging her for being different.

With a sigh she rolls over and pulls the blankets up over her head. She’s tired and already falling asleep, but eager for her first day of classes. As she fades off to sleep she hopes she’s wrong about the other students, hopes her life here will be filled with far more friends than she had back home.


* * *


In the morning Angela Rose wakes feeling excited but nervous. Yesterday during the orientation all of the new students had simply worn the street clothes they had arrived in. But it was the first day of classes and are were now expected to wear the school uniform.

Angela has to struggle to get into the one piece bodysuit. She has never worn something so tight and form fitting… Standing in front of the mirror in her dorm room’s small bathroom she thinks the outfit makes her look fat, although she suspects even the girls with thinner builds probably think the same thing.

The tight uniform is jet black with a bright yellow stripe running down the front and around the waist. A barely visible zipper runs down the front from the neckline all the way to the crotch. When she had first seen that the zipper ran all the way down the outfit and back up the other side a little she had been slightly scandalized. But after putting it on she realized it was probably built this way for a reason: one would be able to use the bathroom without taking off.

Of course, there were other things one would be able to do without taking it off. She thought back to the previous day and giggled, thinking about all of the heavy petting she had seen between the older students. They had even seen one couple doing much more than that. They had walked passed two figures down a back hall that had thought they were hidden and were busy fucking. The female student had been leaning over and was braced against the wall while the male student fucked her from behind.

It had then been explained to them that students were going to be exploring not just their powers here at The Academy, but their newly super charged libidos as well. “Most, if not all of you, have probably been struggling with the stronger urges you’ve felt since your powers activated,” the student who had been leading their tour at the time had said. “I want to reassure you all: this is normal and we all went through this.  Here at The University you’ll be given the space and tools to explore your sexuality here.”

It was clear from the looks on the faces around Rose that she wasn’t the only one relieved to hear this. Ever since her magical powers had started working she’d felt sexual urges more frequently and far stronger than she was sued to. She’d had a few boyfriends during high school and had even had sex with one of them. She had enjoyed it, but it had never been something she thought too much about.

But now? Now she found it hard not to go a full day without masturbating, sometimes more than once. She noticed boy’s bodies more than she ever did. She even noticed women’s bodies! That was the most confusing thing of all. Before her powers had activated she’d never had a single sexual thought about a woman, now she thought about girls as much as she thought about boys.

Angela had about a million questions she wanted to ask about her increased libido, but it terrified her to imagine asking them in front of a room full of her peers. She’d never been a very popular girl, never had many friends. And she’d always HATED being in the spotlight.

Her first class was “Sexual Education For Those With Active P-Genes”, which she was looking forward to. The Academy had been open for a while now, and she figured to teachers would be prepared for all the questions she was thinking of. Hopefully at least some of them would be answered by the end of the first class and she’d never have need to ask any of them.

Moving through the halls to find that first class is strange. The campus as a whole is built like a university but the large central building where all of the “normal” classrooms are feels more like a high school. The halls are lined with metal lockers, clumps of students gathered together talking before classes started.

She stares at the boys and girls wearing costumes, awe and wonder in her eyes. She knows that most of them are only a couple years older than her, but they seem to be so mature. It reminds her of her freshmen year in high school, when the seniors looked like adults to her.

Those who hadn’t yet earned a superhero name and thus the right to begin wearing a costume were all dressed in the school uniform. But the colored stripes on the uniforms were different depending on how many years you had been at the school. The first years all had yellow stripes. The second year colors were about as half as numerous as the first year ones, but the rest of the colors were almost unseen in the halls. It had been explained to them that by third year it was considered a social mark against you if you were still wearing the uniform.

Angela is one of the first students to show up to class. She spends a moment biting her lip and trying to decide where to sit. She settles on right in the middle of the room, not to close to where the teacher will stand but not too far away.

The classroom is large and full of single seated desks that, once again, remind her of high school. But this classroom is far larger than any she had sat in during her high school career. There are over twice the number of seats and two teacher’s desks sitting at the front of the room. There are also shelves around the room full of pillows and piles of small folded mattresses and blankets. Her mind starts racing, imagining what they could be for and blushing slightly at the ideas that come into her mind.

Not long after she takes her seat other students began to file in, taking seats around her. Everyone looks as nervous as she feels. Most of them appear to be as young as her, although a few seemed to be a couple years older. She knows that most people with an active P-Gene have their powers activate around their eighteenth birthday, but it isn’t unheard of for it to happen later.

Taking a closer look at her peers Angela notices a few things: almost all of them are highly attractive, boys and girls both. The girls all have a much larger average bust size than she is used to seeing, something that makes her feel instantly self conscious about her small bust size. They way most of those girls fill out their skin tight uniforms…. It fills her with equal parts jealousy and confusing lust. Even some of the boys noticeably “fill” their tight uniforms, visible outlines of their penises running down their inner thighs.

And scattered through the crowd are boys and girls whose active P-Gene has brought on changes beyond increased breast or penis size. Some of them are large and bulky, looking like body builders or even larger. Others have brightly colored hair, and for most this will now be their hair’s natural color.

Others have gone through more extreme physical changes. There are students with oddly colored or textured skin, some even with animal like fur all over their body. One girl she notices has fuzzy ears and a few have tails. All of the ones with physical abnormalities have uniforms that seem to have been tailored to fit their unique bodies.

Everyone in the room is looking around, staring at other students but trying not to do so too obviously. Barely anyone is talking. There hasn’t really been time for real friendships to start up, although a few of the girls are already leaning in and whispering quietly to one another, occasionally shooting looks at other students and giggling.

The room grows silent as two older figures walked in, everyone rightly assuming these are there teachers. Both wear black outfits much like the student’s school uniforms, only they are pure black as they lack the colored strips.

One of the teachers is a woman, a tall blond with a thick voluptuous build and massively large breasts. Rose has a hard time placing her age. She is incredibly attractive with youthful facial features, but her thick body looks… mature. Angela has noticed that most supers seem to have this strange ageless look, and had always wondered if those with an active P-Gene aged differently than normal people. It was just one more question she hoped to get answers to.

When the woman begins to speak to the class it is with a slight foreign accent, one that Angela can’t quite place till she says her name, revealing that she is Russian. “Good morning students! I am Professor Anya Zakharovna and I will be one of your co-teachers for your first year version of Sexual Education For Those With Active P-Genes. I understand that my last name is hard to pronounce, so you are all welcome to call me ‘Ms. Anya’.

“Like you all, I have an active P-Gene. I also happen to be one of the world’s top experts in our unique biology, especially our sexuality. I was never a superhero, but I did spend many years researching them and have spent even more time hear at the University teaching young men and women like you all.”

She turns and nods to the large man standing next to her, signaling that it is his turn to introduce himself.

“I’m Professor William Walker. Like most of the teachers here at The Academy I prefer the more relaxed honorific of ‘Mr.’, so you are all welcome to call me ‘Mr. Walker’. “

He is a massive man, his muscles overlarge in a way that only someone with superpowers can have. He has a large square jaw and chiseled good looks that remind Angela of a movie star from decades ago, a handsomeness that has mostly gone out of fashion. There is also something that seems familiar about the man, but Angela can’t quite place it.

“Some of you,” he says, a sly smile spreading across his lips, “may know me by another name: Mr. Cave Man.” Most of the class seems to not know what he is talking about, but there are a few students who surprised make sounds of recognition. His smile shifts slightly, a hint of embarrassment and disappointment creeping into his expression. “Less and less of you who recognize me every year. Well, that’s to be expected. Most of you were just small children when I was last publicly fighting crime as Mr. Cave Man.”

Ms. Anya steps up then, taking center stage. “Mr. Walker is co-teaching this class with me for practical reasons. Right now nearly fifty percent of you are male and it will be important that you have a teacher that understands firsthand the strong feelings you will be experiencing. In later years the number of male students will almost certainly be less, and at that point a male teacher will not be as important.

“But for now even though Mr. Walker might not have the vast knowledge I have, he does brings real world experience as a costumed crime fighter that I lack. There will also be times when we will be doing practical demonstrations and even student/teacher practice sessions in class that require the presence of both a man and woman.”

At this there are surprised gasps and hushed mummers all through the class along with a few scandalized giggles. Ms. Anya lets the students titter for a moment and then when the sounds die down she continues speaking.

“As the year progresses you will all be taking a more hands on approach to this class, but for now the class will mostly consist of lectures and practical demonstrations that will only involve the two of us. And as two people doing sexual things in public is something every one of you is almost certainly not accustomed to, we need to start getting you used to witnessing such acts as soon as possible. So: today you will be witnessing your first practical demonstration.”

The room explodes in murmurs again, but they die down quickly. Angela can feel her cheeks turning red and a quick glance at the students to either side of her reveals she’s not the only one growing flush.

Ms. Anya takes another step towards the students, standing tall with her superhumanly large breasts pressed out before her. She begins unzipping the front of her skin tight uniform, revealing that she wears no bra underneath. “I’m sure you have all noticed that the average breast size in a woman with an active P-Gene is far larger than in the average human population.”

As she speaks she continues unzipping her costume, lowering the zipper all the way to her stomach. “Although there are a few of you whose breasts were unchanged when your powers activated, most of you have experienced an increase in bust size. Also, there were probably a few of you who were already ‘well endowed’. Looking around the room I can see that only a handful of you have breast sizes under a D cup, and some of you now have breasts so large that I assume you’ve found it nearly impossible to find a bra that will fit you without getting it made specially. This is all normal.”

Once she stops unzipping her outfit she moves her hands up to the open top, pulling her outfit open and exposing her massive breasts to the room. The class gasps, most of them shocked that their teacher is actually revealing her breasts to them all. And many of them, Angela included, are also shocked by the sheer size of the woman’s breasts.

“Most of you will have never seen breasts as big as mine, not naked and in person. Some of you may have seen ones this large in pornography or illicit pictures of superheroines in various vulnerable states. But for most of you this is your first time. Please, don’t be embarrassed. Stare at my breasts; look at how large and firm yet heavy thick they are. And most importantly feel how the sight of them affects your own body.”

Mr. Walker steps forward now. “What you’re all feeling is natural, a strong and nearly immediate response. Boys, I have no doubt that every one of you now has an erection you’re trying to hide under your desk. Girls, I suspect most of you are feeling strong arousal as well. This is nothing to be ashamed of, even for those of you who previously identified as heterosexual. Our active P-Gene gives us great gifts, but it also gives us a super charged libido that will take some getting used to.”

As he speaks he starts to unzip his uniform as well, pulling the zipper all the way down. The class gasps as he pulls his dick out. It’s massive, long and thick. Rose hadn’t even realized men’s dicks got that big! It’s not yet fully erect, but thick and chubby and on its way there. It also looks to be clean shaven, free of all hair.

“As you can see,” he says, grabbing his dick and holding it up for the class to look at, “men with active P-genes tend to have larger dicks. Now, like with women’s breasts, not all men will find their members enlarged, but most of you will experience at least a little growth now that your powers are active. Some of you may even struggle with the increase of size, worrying that you are now too large.”

Ms. Anya takes over talking, but she begins to get down on her knees as she does, Mr. Walker turning to face her. “This will be a struggle for some of you. Those of you men who find yourself larger than a certain point will have to choose your partners carefully as you may be too large to have intercourse with a normal woman without hurting her. But women with active P-Genes should be safe to fuck. Regardless of our individual powers we all have slightly increased physical resilience and a minor healing factor, meaning that we can take almost any sized dick.”

“And,” she adds, “there are plenty of ways to get off without vaginal insertion.” She is now on her knees, turned to the side and face to face with Mr. Walker’s large cock. She takes it in one hand and holds it up, showing it to the class. “It is natural for people like us to get turned on at the mere sight of an exposed tit or hard cock. And you’ll all find your libido and sexual urges only growing stronger as the coming days pass. In this class we are going to teach you how to deal with these feelings, how to safely act on them and hopefully how to control them.”

“And the first thing you have to learn,” Mr. Walker says, placing his hands behind his back and standing at attention, “is that part of controlling your urges is knowing when to give in to them. I am going to find it harder to think of little else other than how much I want to cum until I do, and with a willing partner before me it’s in both our best interests for me to do so.” There is a dark hint in what he is saying, an implication that if he doesn’t get off that he could lose control.

Ms. Anya leans forward, gently taking Mr. Walker’s cock into her mouth and then slowly starting to suck him off. The class is dead silent, none of them speaking. All of their faces are flush, many of them rubbing their thighs together.

“Many of you will be having a hard time not touching yourselves,” Mr. Walker says, turning to look out at the class. “For now know that you should feel free to do so through your uniforms, but please stop there. For now just watch and listen.”

The room is silent other than the faint sucking and slurping noises as Ms. Anya goes to town on Mr. Walker’s cock. She gradual picks up speed, sucking him faster and taking him deeper into her mouth.

Her massive tits flow back and forth as she puts her whole body into it, reaching up and massaging his balls. Angela’s eyes are drawn to them, their fluid movements making her feel warm and moist between her legs. And there is something strange about her large nipples. She looks closely, trying to figure out what it is. She’s not certain, but it looks as though one of her nipples has a bead of white moisture on it. Is she lactating, she thinks, unsure what that could mean.

Then, after a few minutes of intense head, the class sees Mr. Walker’s body tighten slightly. He takes a step back from Ms. Anya, grabbing his cock and giving it a few jerks then cumming on the other teachers face. A thick stream of cum dribbles out of his cock, oozing and flowing down on to her face. She remains on her knees, looking up at his cock with her eyes closed and massaging one of her breasts.

Mr. Walker moans in satisfaction then runs his hand up his shaft, squeezing out the last of his cum onto her face. A moment later he stumbles weakly back, leaning back on his desk for support and then sitting down on it. His cock starts to grow soft, hanging limply between his legs and dripping cum.

“As you can see, the satisfaction of sexual release has calmed me. This is a double edged sword: I’m no longer full of reckless lust but my mind and body are so relaxed that my reflexes will be slowed for a time. For men it’s always a constant battle of evening yourself out at the appropriate times: get sexual release to close to a mission and you will be slow and dull. But if you wait too long you will find your thoughts focused in on sex and perhaps you will be tempted to act in ways that aren’t very heroic.”

While he speaks Ms. Anya continues to kneel on the floor, the expression on her face one of pure bliss. For a short time she simply lets the cum run down her pretty features, but then she begins collecting the semen with her fingers so she can lick it up, moaning in pleasure the whole time as if the semen is a delicious delicacy. Her face is clean by the time Mr. Walker is done talking.

She stands, pushing her overlarge breasts back into her uniform before carefully zipping it back up. “Things are much the same for you girls, but with a few slight differences. The boys in this room will find it hard not to TAKE what you want, its why so many of you will never graduate. More than the women you are going to struggle with impulse control. And if you can’t control your actions, you will find yourself no longer welcome here at The Academy.

“Unlike the boys, who again will find it hard not to take what they want, you girls will struggle not to GIVE others what they want. My guess is that most of you are rather sexually inexperienced, although I doubt many of you are virgins. Regardless, the difference between taking what you want and giving up what others want is actually incredibly significant. This is especially important once you consider how sexual climax tends to effect girls differently than it does boys.

“As you can see Mr. Walker is sated to the point of distraction after cumming. So dulled is his mind that he’s forgotten to put his cock away and zip his uniform back up.”

“Oh, shit,” he says, hopping off the desk and quickly tucking his dick into his uniform as he zips it up. Most in the class laugh, but it’s a nervous and uncertain laughter.

“Dulled as his mind is, his powers are unaffected,” Ms Anya says. “He could easily lift the metal desk behind him with one hand and sending it crashing through one of these walls. But most of you girls will find that after a sexual climax your powers are weakened for a time. For most of you too many or too strong of an orgasm will leave you totally depowered for a stretch of time.”

There are a few gasps at this revelation. “It is because of this that maintaining a healthy balance between releases is of the utmost importance for you girls. Give in too much to your urges and you will be too weak to be an effective crime fighter. But if you abstain from release for too long you will find yourself begging to be fucked by the first man who grabs your tit or slaps your ass.”

“That is what we will be teaching you in this class,” Mr. Walker says, his composure seeming to begin to return to him. “We will be helping you learn the limits of your sexuality and how it affects your powers and how to SAFELY indulge in your body’s new needs.”

He then claps his hands loudly, startling almost everyone in the class. “Now, I’ve helped teach this class for many years now. Every single one of you is probably going to need some release after that display. So we are going to end things early so you can all head back to your dorm rooms and take care of your needs.”

While he speaks he goes around to his desk and opens a drawer, pulling out a box and putting it on his desk. “Boys, as you leave I ask that you take one of the bottles of personal lubricant in here. You’ll find it will make things go more smoothly.” He smirks, but only a few of the boys seem to get his joke.

Ms. Anya then steps forward. “Girls, I’ll be giving you all toys to help you out in a future class. Some of you may even have vibrators or other toys you’ve brought from home. Feel free to use them if you have them. But the rest of you, I want you to practice using your hands for the time being. Knowing how to get yourself off is your first step towards self control.”

“And to be clear,” Mr. Walker says, his voice suddenly firm and serious, “we are telling you all that your homework for today is to head straight back to your dorm rooms and masturbate. Understand? Good, class dismissed!”

No one wants to be the first to get up, but slowly students begin to rise. Angela notices that most of the girls get up to leave the class before any of the boys do. She giggles a little, realizing most of them are probably hiding erections and too embarrassed to stand up.

As she starts to leave the room Ms. Anya reaches out and gently grabs her shoulder. “If you could wait a minute.”

Her heart begins racing. Had she done something wrong during class? Had she been looking at the other students too much?

“Your name is Angela Rose?”

“Y-yes ma’am,” she says, stuttering nervously.

“Relax, you’re not in trouble.” Students are filling by, a few of the girls looking at her curiously as they pass. “I read your file this morning; it says your powers are magical in nature?”

Angela nods her head. “Yes… but I’m not really sure what they can do yet. I don’t really understand—”

Ms. Anya raises her hand, cutting her off. “No need to explain. Magic based powers are rare, but I’ve seen enough students with them to know that you’re going to have some unique challenges the other students won’t have.”

“Like what,” Angela asks, furrowing her brow.

“We won’t know till they arise,” Ms. Anya says with a kind smile. “But you should expect your libido and sexuality to be more turbulent than other students. Your… cravings may change drastically from time to time. I’ve helped other young women through similar things. If you ever feel you need to see me privately feel free to do so, either after class or in my private office.”

She then looks Angela’s body up and down in a way that makes the young woman feel as though the older teacher is seeing through her clothes and judging her naked form. “And you may need more… uh… hands on instruction on how to deal with the changes your body is going through. I’m happy to provide that as well.”

“Ummm…. Okay,” Angela says, not really sure what to make of that. “I’ll be sure to come to you should I need anything.”


* * *


“Unggg! Ms. Anya, I think I need something,” Angela whispers softly into her pillow, picturing the teacher’s overlarge breasts in her mind as she touches herself. “I think… I think I need to play with your breasts… I want to feel them, to taste your nipples and suck on them.”

She’s lying on her bed in the privacy of her dorm room, her uniform zipped all the way open as she plays with her pussy. One of her hands is low, two of her fingers curled up into her wet hole. Her other hand is higher up, its fingers rubbing her clit.

“Oh yes,” she says with a moan, “yes, touch me there Ms. Anya. Yes… use your mouth! I always loved it when Tommy did that to me, always wondered if a woman could do it better…”

When she started she had been thinking of Mr. Walker and his large dick, but the female teacher and her voluminous breasts had kept slipping into her mind.

At first it was just the look of pure joy that had been on her face after the man had cum on her. Men’s semen had always grossed her out, but recently… Well, she’d been going through a lot of changes in what she craved. That look of joy on the woman’s face, like just the feeling of his semen on her skin was enough to make her feel sexual bliss. She wanted to feel joy like that. But the more she pictured the woman in her head the more the fantasies became about her.

“Yes… yes, yes!” Her fingers are pounding in and out of her cunt hole. She’s rubbing her clit hard and fast, rocketing towards orgasm. Her insides swell, filling with the building pressure as her body heads toward the release of orgasm. But there is something else, another feeling. One that still feels alien to her.

She doesn’t stop masturbating, but she does open her eyes and look about the room. Almost everything in the room around her that isn’t a piece of furniture has a red glow about it. Angela recognizes it as the energy her magic gives off. She’s not sure what she’s doing or how, but she doesn’t care. Right now all she wants, all she cares about is cumming.

The closer she gets the brighter the red glow on the objects becomes. Slowly they all start to float up into the air as if gravity is slowly being turned off in the room. Part of her is screaming that she should stop, that she’s losing control of her powers. But the rest of her doesn’t care, she NEEDS to get off.

And then it happens. The orgasm explodes from her loins, warm and wet and intense. She closes her eyes and arches her back, moaning in pleasure as she feels all the overwhelming pressure that had built up in her mind and body released. It’s as if the orgasm is washing it away, draining the pressure from her body and mind.

A moment later there is an explosion of sound all around her. All of the items that had been floating in the air are now noisily showering down. Startled, she pulls her hands away from her pussy and sits up, realizing her magical powers must have cut off as soon as she started to cum.

She sits for a minute in the bed, weak and breathing heavily but oh so happy and relaxed. The desperate need to get off that had been infesting her mind since the class is gone. It’s as if she had been someone else for a short time and hadn’t even realized it, and now she can be herself again.

Except, she’s not herself. There is something missing. She reaches an arm out and stretches her fingers toward a book lying open on the floor. Reaching inside of herself she tries to tap into the magical strangeness to lift the book. She can feel it there, the red strangeness, but it’s so diminished and weak. She’s unable to summon the power, unable to affect the book in any way.

Frustrated she collapses into the softness of the bed. She rolls over and grabs her cell phone setting an alarm. She has another class in a couple of hours, but first she’ll take a nice relaxing nap. Maybe by then her powers will have begun to recharge…


* * *


Angela begins to wake with an angry grunt as the alarm on her cell phone continues to ring. The persistent beeping grows ever louder as she moves her hand around her small bed, blindly searching for her phone so she can silence the alarm. Finally she finds it, forcing her eyes open enough to find the snooze button.

“Fuck,” she growls, seeing the time. She realizes she must have already hit the button a few times and is now almost late for class. She rolls out of bed, quickly zipping her bodysuit up. She has to tuck her small breasts into place as she does, but once that is out of the way she is easily able to slip her shoes on and head out the door.

She makes it to her next class just as the last few students are arriving. Breathing heavily after running, she finds a seat near the back of the class and sits down, prepared for her first lesson of “Beginning Superhero Sexual Defenses”.

The classroom looks much like the last one she was in, with one notable addition: besides the teacher’s desk at the front of the room there is a small makeshift room, three white walls around a single chair, the fourth wall missing and open to the class obviously so they can see in. The back wall of the little room has a single hole about the size of her palm in it at about crotch height. As hard as Angela tries she can’t imagine what the strange set up could be for.

A girl nearby is whispering loudly to another girl. “Isn’t weird that they are making us start with the two classes all about, you know… fucking?”

“I know, not what I was expecting,” the second says. “But… I mean, it’s all stuff we need to learn I guess. That last class was pretty informative. I was starting to think something was wrong with me, the way I’m always horny now.”

“Yeah,” the first girl says, “but ‘sexual defense’ before we have any classes about actually being superheroes? What are they trying to tell us? Maybe being a heroine is a lot tougher than—”

The girl stops talking as a tall, thick bodied woman with superhuman curves walks into the room, calling for quiet. “Hello class,” she says, giving the students a penetrating and stern look. “I’m Professor Smith, but like most of the other teachers here I’m okay with you all calling me simply ‘Ms. Smith’.”

Angela stares at the woman. She’s by far the oldest woman she’s seen since coming to the Academy but her age is hard to place. She looks like she’s perhaps in her mid or late 40’s, but still incredibly attractive and in spite of her thick build looks to be in really good shape in spite of having some extra weigh on her.

Her facial features have an implacable old-timey quality to them that makes her look even more mature. And her face looks vaguely familiar to Angela, like a movie starlet from a black and white movie she saw once, although she can’t quite remember which. Her hair, long and brown and kind of plain, is styled in a manner that went out of fashion at least a few decades ago if not longer and only adds to the appearance of the woman being much older than she really looks.

“Before we get to our first lesson let me tell you a little about myself,” she begins. As she speaks she stands with perfect posture, her arms tucked behind her back as she paces back and forth before the class. “A long time ago I was a superheroine. And no, none of you would have heard of me; I promise. I was very young, about the same age as most of you. But this was a LONG time ago, long before any of you were even born. But I learned a lot. And I’ve been teaching young heroines like you all since I retired, even before the Academy was opened.”

Heroines, not heroes, Angela thinks. She looks around after Ms. Smith chose the odd wording and realizes all of her classmates are female. She hadn’t realized this was a gender specific class till that moment.

“You all really have no idea how lucky you are to have this place,” Ms. Smith is saying, looking about the room as if to take in the whole of The Academy. “You’re going to learn things here in the safety of these halls that you would have otherwise learned out on the streets. Things that, if you hadn’t been prepared for, might have broken you.”

She lets out a deep, weary sigh, sitting on the edge of her desk at the front of the class. “I’m sure you’ve already been told what a ‘burnout’ is, yes?”

There are murmurs from the class, students nervously mumbling that they do in fact know the term.

“Seems like a harsh term to have, probably scares some of you knowing how few of you will make it to graduation. Well, it shouldn’t. You should feel reassured knowing that those of you that won’t be able to make it as superheroines get to learn that in a safe environment and not out there,” she says waving towards the wall as if to imply the world outside The Academy.

“Because out there? You make those kinds of mistakes there and no one ever finds out what happened to you.” Her words hang in the air like a dark forbidding cloud. The female students all shift nervously, not really wanting to think on what the words mean.

“I have no doubt that every one of you has heard the rumors, seen the news stories about all the superheroines that go missing and the speculation about what happens to them. There’s a darker, dangerous side to being a heroine the press doesn’t cover in much detail. And I bet you’re all thinking the same thing now: that won’t be me. Well, I’m here to tell you that if you’re not prepared it WILL be you.

“Now I bet some of you are thinking it still won’t be you. You’ve got amazing superpowers, after a few years at The Academy you’ll even know how to use them. Well, I’ve got some more bad news, ladies: if you don’t know how to defend yourself from the sexual advances and tricks of the criminal element those powers won’t mean anything.”

For a moment she remains sitting on her desk, defiantly staring out at the class as if challenging them to argue with her. But no one does, no one in the entire room makes a single sound. All of the young women’s faces are dark and fearful.

“Does anyone know the first unwritten rule of the ‘villain’s code’,” Ms. Smith asks, standing up from her desk. The question seems to come out of nowhere and catches the class off guard. There are a few nervous muttered responses but none of them are correct.

“No, of course you don’t. The tabloids like to cover heroines when they win. They like to cover them when their wardrobes malfunction. I’m sure you’ve even seen some of the seedier papers or websites with video footage of heroines temporarily defeated and using their sexuality to get the upper hand against their foes. But all of that is just the tip of a very big, very perverse iceberg.”

She walks around her desk to the white board behind it and begins writing something in big letters. As she writes she reads the words to the class. “Rule one: any defeated heroine is fair game sexually.” She underlines the words then proclaims, “That is the first unwritten rule of the villain’s code. Some criminals, some supervillains, it is the sole reason they are criminals: so they can fuck superheroines.”

Ms. Smith turns back to the class. “You heard me say the words. You can read them on the board behind me. But do you know what they mean?” She points to a girl sitting in the front of the class. “You, get up here with me.”

The girl slowly gets to her feet. Angela can see that she’s shaking slightly. When she turns to face the class Angela realizes she’s noticed the girl before. She’s small, short and with a petite build but with HUGE breasts that look even larger on her small frame.

If not for her overlarge breasts Angela would have questioned if the girl was even old enough to be at The Academy. The girl’s features are just too young, too cute, too innocent; making her look more like a girl who’s barely a teenager rather than a full grown woman. She looks like she’s half Asian and half white, her mixed parents giving her a pale complexion and large almond shaped eyes set above a small button nose and tiny lips. Her hair is a tussled blond mess, thick and long in the front but short in the back.

“What’s your name,” Ms. Smith asks her.

“Beth Curtis,” the girl says quietly, staring down at her feet.

“Well Beth, tell the class what you think the words on the white board mean.”

“Um…” she starts, her eyes darting nervously up at the sea of faces before her. “I guess… that… well, that if they defeat you they are going to fuck you.”

“That’s right,” Ms. Smith says, putting a hand on the nervous girl’s shoulder. “They will. And this is why you all need to be prepared, because a goon won’t have to beat you into submission to get you to drop your costume or suck his cock.” She looks at Beth. “You’ve already had your first Sexual Education class, yes?”

Beth nods. It’s clear from her face that the girl wants to sit back down, but Ms. Smith keeps a firm grip on her shoulder and keeps her up at the front of class.

“Well then, you’ve all already gotten an idea at how important controlling and managing your sexuality is going to be. That class will be all about how to understand and manage your urges, how to prevent them from getting you in trouble. But you should think of the knowledge you gain in that class as ‘preventative’.

“This class will not be about prevention. No, this class will be about defense in the heat of the moment. This class will be about how to stop yourself from giving in to a criminal’s advance when your body is hot and worked up from fighting off ten of his goons. You can’t imagine it now, none of you, but the hunger to submit you’re going to feel… it can overtake you. Betray you. RUIN you.”

She steps behind Beth, placing both hands on her shoulders now and leading her to the side. “This way, if you please. You’ll be participating in our class’ first ‘practical’ exercise, practicing the skills you’ll need as a superheroine in a way that can instruct the whole class.”

Beth is led to the strange little makeshift room, forcing her down into the chair and turning it so she is facing to the side, one cheek to the class, the other to the back wall with the strange hole in it. Sitting in the chair the small hole is left level with her face.

“Good,” Ms. Smith says, pulling away from the confused and nervous looking girl. “Now, you just stay in that chair. We’ve got a guest I need to introduce to the class before we continue.”

She walks to the door into the class and opens it up, calling out for someone to come in. A tall, attractive, older black student walks in. He gives the first year girls sitting anxiously at their desks a kind, but nervous, smile.

“This is Archer Bliss. He’s a third year student that’s agreed to help out with our demonstration today in exchange for some much needed extra credit.”

At this comment the boy gives the class an embarrassed smile. There is a smattering of giggles as a few of the girls in the class point out that he’s a third year and still in his school uniform. “He’s so close to graduation yet he doesn’t even have a hero name yet,” one girl says in an intentionally loud whisper.

“That will be enough of that,” Ms. Smith firmly says, glaring out at the class. “It may be true that Mr. Bliss here has so far shown no real aptitude at being a hero, yet he’s willing to come help all of you out. For that you should be thankful.” She turns to the boy. “Alright Archer, its time. Just like we talked about.”

“Uh… sure Ms. Smith,” he mumbles, giving the room of now young girls one final nervous look before walking to the make shift room and disappearing behind it.

Ms. Smith walks to her desk, standing with perfect posture and her hands once more tucked behind her back. This causes her large breasts to be pressed out, quite a sight in her tight bodysuit, and a few of the girls snicker at the sight. She ignores them and begins talking.

“Now, you are all about to witness just hard it is for one of your number to resist what the criminal element is going to be throwing, or more likely shoving, in your faces. Notice I did not ask young Beth what her sexual preferences are. That all stopped mattering the day her powers activated. All of your bodies now crave cock, whether you want to admit it or not.”

The room gasps then, not at her comment but at what happens in the boxed room. Just as Ms. Smith says the word “cock” a large, long, thick black cock is pushed through the small hole and left hanging inside the white room. Beth lets out a girlish squeal of surprise and backs away from it. But the class can see that her eyes lock onto the slab of man-meat and that her body tenses; as if the presence of a cock so close to her body has a real, tangible physical effect on her.

“As you can see, Beth is already responding to the sight before her.” Ms. Smith walks across the front of the room, pointing to the young girl. “See how she stares, see how she licks her lips. Notice her thighs rubbing together, her body aroused just at the sight of a large cock.”

Her words have a powerful affect on the class. There are confused, half muffled moans as girls sitting around Angela start to feel their own growing arousal. Everyone seems to be breathing heavily and leaning forward in their seats. But it’s not just the students who the teacher’s words are affecting. Clearly the description of the aroused Beth has excited the man standing hidden behind the wall as well as his large cock has begin to grow thicker, standing slightly erect now.

“Ah, see how she leans forward… her mouth open slightly?” Ms. Smith turns back to the class. “Strange as it might be to most of you, especially those who are inexperienced in sex, the sight of a large cock will probably fill you with the desire to take it into your mouths, at least at first.” She turns back to Beth. “Is that what you are feeling now?” she asks.

“Y-yes,” Beth stammers. “I don’t understand… and I feel… other urges,” she says, shuddering slightly and reaching up to grab her large breasts, giving them each a gentle squeeze then pressing them together and doing so makes her moan slightly. Looking confused and distraught she turns to Ms. Smith. “Ma’am, I’m not comfortable with this.”

“Too bad,” Ms. Smith says firmly. She whirls around to face the class, looking sternly out at all the girls sitting at their desks. “You’re going to have to get comfortable with situations like this. This class will be about practical lessons where you practice controlling your sexual urges when faced with things that will try and make your body betray you. Yes, this includes being faced with men’s cocks. But later on in the year you will be faced with much worse, such as practicing to resist having orgasms forced from you.”

By the end of this little speech Archer’s black cock is standing tall and fully erect. Beth is having a harder and a harder time resisting its apparent call, a call every woman in the room now feels.

The teacher steps into the small makeshift room, placing two hands on Beth’s shoulders and leaning in close. She speaks into the young girl’s ear, but does it loud enough for the class to hear. “You’re trying to look away, but you can’t. That dick before you is just too gorgeous, isn’t it? Never realized how amazing they were till now. So hard… the shaft enticing, the bulbous cockhead like a beautiful fleshy crown on the head of a majestic king you need to worship.”

Beth moans loudly, a sound of desire and frustration that rings out through the tense and silent classroom.

“It’s okay,” Ms. Smith says, her voice quieter now. “You can give in. Just lean forward, take it in your mouth. Suck on it. You know you want to, know you want to give it what its owner wants.”

The young girl is shaking now, everyone in class can see it. She sobs slightly. “No… not like this, my first time doing that? In front of everyone? Please Ms. Smith, I don’t want to…”

Ms Smith stands up, turning to the class. “I don’t want to,” she says, saying each word with deliberate slowness. “I. Don’t. Want. To,” she repeats even slower. “It’s something you’ll all find yourselves saying a lot. And you’ll mean it. Yet like poor Beth here it will also be a lie. Do any of you have any doubt that she wants to start sucking on that big black cock just as much as she wants to go back to her seat? Hmmm?”

They can see Beth leaning closer, reaching up to grab the cock before her. Her hands are trembling as she grabs hold of it. Tears are running down her cheeks. It’s clear she doesn’t want to do this, but that she doesn’t have the self control NOT to do it.

“You’re all going to find yourself in situations just like this. Your body wanting something your mind doesn’t. And without the right training you’ll all be like Beth here, pathetically giving in.” She points behind her just as Beth takes the cock into her mouth and begins to give him sloppy, awkward head. It’s clear that it’s something she’s never done before, but with every bob of her head the primal sexual animal that lives inside her takes over little by little, directing and leading her body.

Angela can’t take any more; someone needs to help this poor girl! She shouts out at the teacher. “Then why aren’t you teaching her all of that! This is humiliating; don’t make her keep sucking that guy off!”

“Humiliating?” Ms. Smith asks. “Of course it is. Humiliation is something you all have to get used to, that you need to steel your selves against. Your enemies will humiliate you. They will shower you with verbal abuse and when you are beaten slap your face with their dicks and make you service them. And if you are not prepared you will happily go along with it all.”

Beth is noisily sucking cock behind her, the man behind the wall moaning pleasantly as she does. Yet the young girl is also still crying, clearly traumatized by her lack of self control in front of the class.

“This is cruel,” four identical voices ring out in unison. Angel turns, noticing four pretty blond girls all sitting together that she hadn’t noticed before now. They each look incredibly identical, with the same pretty Barbie doll features and long blond hair. She blinks, realizing they aren’t four similar looking girls, but four identical looking girls. Their faces move as if one, all four speaking at once. “Let her stop!” they all shout, their synchronized voices echoing loudly in the classroom.

“No,” Ms. Smith says, glaring at the strange identical girls. “You all need to learn how perilous the world is out there. YOU NEED TO UNDERSTAND WHAT WILL HAPPEN TO YOU ONCE YOU LEAVE THE SAFETY OF THIS SCHOOL.”

“Then teach us,” Angela says, angrily getting to her feet. Her hands begin to glow red as her anger flares. “But not this way! YOU don’t need to humiliate us,” she says. There is a burst of red magical energy, both on her temples and the teachers. Her magic, out of control and working on pure instinct, allows her to see temporarily into the woman’s mind. “You don’t have to humiliate us just because that’s what happened to you!” Angela yells.


* * *


“I can’t believe you said that to her,” one of the blond girls says.

“I can’t believe you used your powers on a teacher and didn’t get expelled,” another of the others says.

“Ms. Smith was so angry,” one of the others says. “You could see it on her face. But she just told Beth to stop and told us class was over!”

“I heard her talking to that boy, the pretty black one,” the fourth blond girl says. “She told him to stay behind, said she’d finish what Beth started.”

Angela does her best to ignore the four identical blond girls crowding around her and Beth. They have been talking fast at the two of them since the end of class. But Beth, the short girl is still shaken up, still shivering. The six of them are sitting together on and around a couch down the hall from the class they just left. Angel has an arm around Beth, holding her in an attempt to help calm her.

“That was really cruel,” she says, trying to find the right wards to sooth the distraught girl. Staring at her face and watching her wipe away tears she’s reminded again at just how young Beth looks. It was strange seeing someone so young and innocent looking doing something so lewd before so many people.

Beth sniffles a little. “I’m going to be fine… it was just… I mean,” she struggles to find the right words, staring down at her feet. “What she said, Ms. Smith, it was right. As much as I wanted to stop I also wanted to keep going.” Her voice gets lower. “I know this will sound gross, but, like, I wanted him to finish in my mouth. I wanted to see what it tasted like.”

She looks up, her cheeks blushing. “And… I wanted to do other things with him. Can I tell you five? It’s been in my head for weeks, ever since I got my powers, it would be nice to finally tell someone.”

“Two,” the four identical girls say in unison.

“What?” Angela and Beth say, looking at them all with confusion on their faces and distracted from the secret Beth was just about to reveal.

“You’re only talking to two of us. Angela and us, Gloria,” one of them says, an annoyed look on her face. “We’re ALL the same girl,” they all four say in unison.

Beth looks painfully confused. “Wait… what? I thought you were like quadruplets or something.”

“No,” all four say together. Then just one of them continues. “We’re the same person, or were. When our powers activated we… split? I don’t know, it was confusing. But one night there was one of us, the next day four.”

“But we’re still all the same person,” a different one of them continues. “Our minds are connected, separate but one all at the same time.”

“We can all hear each other’s thoughts,” another adds. “And sometimes the thoughts come from all of us at once.”

“And,” another says, excitement in her voice. “We can feel everything all the others feel.”

“Oh,” Beth says, clearly impressed. “But… is that it, do you have any other powers?”

All four of the Gloria’s shrug. “We don’t know,” they say.

Angela stares at them thinking about how strange the four of them are. They are all so pretty and blond, but that kind of generic pretty she associates with the mean girls from high school. Yet here they are, hanging out with her and Beth.

From that day forward the three girls, Angela, Beth, and the Glorias, will be nearly inseparable at The Academy. It’s something all of them can sense, that this was a moment of bonding.

“We should all go to the cafeteria together,” one of the Glorias says. “We can talk about the classes we have tomorrow while we eat.” The other three then add, in unison, “We love eating!”

“Sure,” Angela says. “I think a distraction is just what we need.” She starts to get up but Beth remains seated.

“You all go ahead,” she says, wiping the last of her tears away. “I’ll catch up in a bit, I want to, uh, talk to the teacher for a minute when she finishes up in there with that boy.”

Angela looks at her, her brow furrowed. “You sure? We can stay and make sure everything goes okay.”

“No, please, I need to do this. Go, all of you, I’ll catch up. I promise!”


* * *


Beth feels bad about lying to her new friends, especially after they stuck up for her in class. But she doesn’t want them to see what she’s going to do. Once they are gone she finds a nice dark corner to hide in, watching the door to the classroom and waiting.

Before long the pretty black boy comes out, his face looking sweaty but his expression relaxed. Ms. Smith follows him out into the hallway, thanking him for his help in class. “No,” he says quickly, “it was my pleasure. And thanks for, uh, helping me out afterwards.”

After that he starts heading down the hall. Beth follows behind, far enough back that she’s certain he hasn’t noticed her following him. He turns at one point, disappearing into a men’s bathroom.

“Score,” Beth mutters excitedly. Quickly looking around to make sure no one else is watching she then slips into the bathroom after him.

Peeking around the corner she can see that he is standing by a urinal, pissing. Even from across the room she can make out his big cock, the sight of it already making her feel warm and moist. She waits till he’s done pissing then leaps into the room. “Wait,” she says, “please, don’t put it away yet.”

The boy, Archer, jumps back and screams in alarm. “What the fuck! This is the men’s bathroom,” he says, looking at her with alarm and confusion. Then he realizes his cock is still hanging out and places both hands over it, starting to tuck it away.

Beth rushes forward with superhuman speed that catches the older boy off guard. She grabs his wrists and painfully pulls them away from his crotch. “I said don’t put it away.”

His eyes are big now, scared. But then he has a moment of realization. “You’re the girl, from class! The one that was in the white room. Please, I was just doing what Ms. Smith told me to do. Don’t hurt me!”

“What?” Beth asks, confused as she looks up at the tall boy. “Oh, no, I don’t want to hurt you,” she says quickly, letting go of his wrists. “I’m not mad, not anymore!” Now she looks down, intending to look at her feet but her eyes falling on his cock hanging out the front of his bodysuit. Her hand lifts up, gently grabbing hold of his shaft and giving it a gentle, loving squeeze. “I just wanted to finish what we started,” she says.

“What?!” the boy says, obviously not expecting her response and caught off guard by her grabbing his dick. “But… I… we…”

“Shhh,” Beth says, placing her free hand softly on his chest. “Come on, it will be fun. Let’s just go into one of the stalls in case someone comes in. I know Ms. Smith just helped you finish, but I bet I can get you hard again.” He mumbles an incomprehensible response, but doesn’t object when Beth lets go of his cock and grabs his hand, starting to lead him into a nearby stall.

Once inside and with the stall door closed behind them he sits on the toilet, spreading his legs so she can get to his cock easier. Beth, for her part, gets down onto her knees. Once there she grabs his cock and lifts it up, leaning forward and taking it into her mouth. She starts sucking on it, holding his shaft with both hands as she does.

Archer moans in pleasure, his cock starting to swell in her mouth. She keeps going till he’s hard again, but then she stops, pulling away and looking up at him.

“Why did you stop,” he says, his breathing heavy. “You were doing a really good job for someone that’s never done that before.”

She stares at him with her big, innocent eyes, pushing some of the long blond hair hanging in front of her face back behind one ear. “Well, see, there’s this thing I want to try… I was thinking you’d let me.” She pauses, as if waiting for a response but then seems to change her mind, starting to talk before he has a chance to say anything.

“I’ve always looked really young. I mean, look at my face. I look like I’m thirteen at the oldest, but I’m nearly nineteen! But because I look like a little girl boys were never interested in me. Then I got my powers, and almost overnight I went from being totally flat chested to having these,” she grabs her large breasts as she says this. “I mean, look at them, they are huge! I finally look like a woman!”

She stops, breathing deep and gathering her thoughts. “Ever since I got them, though, I’ve been fantasizing about doing this thing I saw in a porno online.” She blushes at this.

The boy gives her a skeptical look. “What is it you saw that you wanted to do? Something really freaky?”

She shrugs. “I don’t know… I was able to find a ton of porn where they do it.” She starts unzipping the front of her costume, slowly revealing her overlarge breasts to him. They are large and thick and firm, yet unmistakably natural. Once her front is unzipped enough they practically fall out, bouncing into view before him. Her nipples are large and hard, the areolas around them like two great fleshy pebbled pancakes. On a normal sized girl her breast would have looked huge. But on her small, petite, short body they look positively overwhelming in size.

She grabs her breasts and lifts them up. “See,” she says, moving forward and placing them on his bare thighs, “they take their breasts and do this.” She then presses her tits in around his large cock then starts to bouncing them up and down. His dick is still covered in saliva, lubricating the titty-bouncing action.

Archer laughs. “Oh, you want to give me a tit-job! I was worried it was going to be something weird! No, sure, go ahead. Your tits are amazing.” He leans back, putting his arms behind his head and relaxing. “This is the fucking life,” he mutters. “I don’t ever want to graduate from this damn school.”

“Yeah,” Beth says, a happy smile on her face. Her breasts are highly sensitive and doing this feels amazing to her. But there’s a pleasure she’s getting that’s more than just the pleasant physical sensations she’s enjoying. It’s a deep, emotional one. In that moment while giving her first tit-job she realizes this is how she likes to fuck best.

Happily she finishes Archer off with her tits, squealing girlishly in joy when she feels his big cock convulse in her tits and spurt cum into her pressed flesh. “Here,” he says, leaning over to get some toilet paper, “let me clean you off. I just came with Ms. Smith so there wasn’t too much, but still I—”

“No,” Beth says firmly, getting up and quickly zipping the front of her costume up. “Leave it. I… I like the way it feels running down my front. And like you said, there isn’t much. It’s all between my tits and won’t get on my uniform, I want to leave it.”

“Damn,” he says, getting to his feet and putting his cock away. “You are a freaky little first year.”


* * *


By the time Beth catches up to the other girls they are deep in conversation, enjoying their evening meal. Angela asks if everything went okay, and Beth grins at her.

“Yeah, REALLY well. I think Ms. Smith was right, even if she was kind of a bitch about it. We need to be prepared.” Again, she feels bad misleading her new friends about what she was doing, but she’s not ready yet for them to know what it is she thinks about doing with her breasts all day long.

“Okay,” one of the Glorias says a little later. “We know that we’re four instead of one, but beyond that have no idea if we have any other powers. We know Angela has magical powers, the limits of which are untested. But what about you Beth, what can you do?”

“Well, I’m fast when I want to be. Not like a speedster, but much faster than a normal person. And I’m strong. Again, not massive super strength but far stronger than a bodybuilder. And I’m really agile. Never took gymnastics when I was little, yet once my powers activated I was able to leap and roll and do all that crazy stuff.” She smiles cutely after that, proud of her powers.

“Well, I guess we’ll see you in action later in the week during our ‘Introductory Exploration of Super-Powers’ class,” Angela says. “I’m nervous about that one. You all saw me today, sometimes I lose control of my powers and they do weird things.”

“Don’t worry about it,” the Glorias say in unison. “Tomorrow should be easy,” just one of them says. “We’ve got ‘Early Superhero History’. That should be a breeze compared to what we’ve had already.”


* * *


The teacher of the Early Superhero History class was by far the strangest teacher they had yet encountered. He was one of the unlucky P-Gene actives whose body had mutated when he had gained his powers.

Mr. Kilcrow was a massive man with the superhuman bulk only possible for one with an active P-Gene. He bulged with muscles and had a body that was bent over in almost simian manner. Adding to the beastly sense of his demeanor were overlarge hands and feet too large for any kind of shoe. Each of his fingers and toes were tipped with nasty, large claws that looked as though they could easily tear through almost anything. On top of all of that he was covered in thick, dark red colored fur leaving him looking more animal than man.

Yet he showed up to class dressed in fancy dress slacks, a perfectly cleaned and pressed button up short with a red tie that perfectly matched his fur. It was true that the clothing seemed to barely fit his bulky frame, with the space between the buttons on his shirt open as though the buttons were about to pop off. He completed his outfit with small rectangle framed glasses that gave his beastly body a confusing academic air.

“Please take out this year’s history book and turn to chapter one,” he says to the class, speaking in crisp perfectly enunciated words. “As first years you will be learning mostly about the first generation of humans with active P-Genes, the heroes and villains of World War Two. This will probably take most of the year, but if we have time we will also be covering the post war years when many of these same heroes and heroines began setting the norms that you will all follow after graduating.”

Someone in the back of class raises there hand.

“Yes, you in the back,” Mr. Kilcrow says, pointing a clawed finger at the boy.

Angela turns to look at the boy asking the question. She’s noticed him before; he’s small and has greasy hair and shifty eyes.

“Yes, sir, I have a question before we begin. I’ve skimmed our text book and didn’t see any sign of answer to it. Is there any evidence of humans with an active P-Gene before World War Two?”

“Ah, yes, a very interesting question indeed,” Mr. Kilcrow says with eagerness in his voice. “The truth is we don’t really know. Mendelian genetics weren’t rediscovered till about 1900, and it wasn’t till the late forties that genetics became a field of research we could even begin to describe as ‘modern’ with the P-Gene itself not being discovered till well after World War Two was over and the first generation of supers had all retired.

“Many believe that the supers active during the Second World War were the first generation of super, and that previous to that time there weren’t any humans with an active P-Gene. This is what your text book says and what is considered the consensus of historians that our curriculum will follow. There are many theories as to why no P-Gene’s activated before that point, but none of them have any real proof to make them more theories.

“But, there is the handful of theories that posit that humans with active P-Genes have been with us since the beginning. Perhaps rare, but always present. It would be an easy explanation for many gods or legendary heroes from early history. What I find most interesting is a bit of backwards extrapolated date. Here, let me explain.”

He turns to the white board behind him and starts drawing a graph on the board. Starting near the lower center of the white board he draws a line that gradually curves upwards and to the right. The nearer to the right side of the board it gets the sharper its incline.

Pointing to the starting point he turns to the class. “This point in our chart represents the number of humans with an active P-Gene during World War Two.” He begins following the line. “About here would be nineteen-fifty, here the sixties, and onwards to the present day. As you can see the number of humans with an active P-Gene, and thus superpowers, has increased with each generation. The numbers are hard to pin down, but it HAS been more than a steady increase.”

Turning back to the class he continues. “Some suggest that this will only continue and that one day in the distant future ALL humans will eventually be P-Gene active. But what does this have to do with your question? Well, if we were to take the curve we see here and assume it was a constant, moving back before World War Two you could see that there MUST have been those with powers in the past, they were just rare.”

“But,” he says, his voice firm, “and this is a very important ‘but’, there is no evidence of any. And many think there could never be, not without a well preserved body that could be genetically tested.”

The class then moves on to the first chapter of their books, Mr. Kilcrow giving a lecture on the America Supers of world War Two. He talks in brief about the main heroes active in the European theater: Major Captain, Victory Woman and her young sidekick Victory Girl and Betty Bombshell. He also mentions the other most famous heroines that were active stateside such as Sky High, the first known woman able to fly, and Riveting Rosie.

“Most of you have heard most of these names before, you might even be familiar with some of their exploits. But there were other supers active at the time, most of them mostly forgotten by history. Turn to page thirty-seven and you can see a few pictures of some of the lesser known heroines, most of them only serving publicly for a short time.”

Angela turns to the page and starts looking over the pictures. She giggles slightly at how old the simple costumes and ancient hairstyles make the women look, even though most of the women were probably only a few years older than her when the pictures were taken. One of the women even has a hairstyle incredibly close to what Ms. Smith wears today.

Looking closer at the young woman in the picture Angela notices that the woman looks like Ms. Smith in ways that extend past her hair style. She has the same basic facial features, although decades younger, and the same general curvy and thick build although the woman in the picture looks a bit thinner.

Could this be Ms. Smith’s grandmother in the picture? Angela has no idea if an active P-Gene is something that is hereditary. Thinking about this just makes her realize how much she has to learn. And thinking about that makes her realize that she’s zoned out and is no longer listening to Mr. Kilcrow.

“And that just about fills our allotted time up for the day,” Mr. Kilcrow is saying. “Now, I want you all to read closely through this chapter as there will be a test next class covering its contents. And if you could also read chapter two and be prepared to ask any questions you might have during our class next week. That will be all, class dismissed!”

As Angela walks through the halls with Beth and the Glorias she opens her book and shows them the heroine that looks like Ms. Smith. “What do you all think?”

“Could be a relative of hers,” the Glorias say in unison.

“That’s what I thought,” Angela says. “Maybe her grandmother?”

“Maybe,” Beth says. “Sky High’s granddaughter graduated from The Academy a couple of years ago. She ended up joining that one team in Destiny City, you know the one I’m talking about?”

“Yeah,” Angela says, “Destiny’s Children?”

“Yeah, that one. The one that American Dream leads.”

“Oh, we like her,” the Glorias say quickly all at once.

Beth rolls her eyes. “Why, cause you all look like her? Like perfect blond Barbie dolls?”

“And what’s wrong with that,” all of the Glorias say, furrowing their brow in honest confusion.

During their conversation they had left the building where their history class was in and wandered back towards the dormitories. Beth is just about to respond to the Glorias when they turn a corner to find a sight that makes all six women stop in their tracks, staring in temporary disbelief.

Before them is one of the older students, an attractive girl with dark hair and overlarge breasts. She’s laying on her back on one of the couches in the common area, her uniform zipped all the way open so her breasts hang free and her privates are fully exposed. All around her are naked men, their clothing scattered nearby on the floor. One stands by her head, fucking her throat as it hangs over the end of the couch. Another is on the couch with her, between her legs and fucking her pussy. Another sits on her chest, fucking her tits. Another simply stands beside them all, the woman reaching up and using a free hand to jerk him off.

“Oh my,” Angela says, staring at the gangbang before her and instantly feeling her body respond to the sight with moist arousal. From the awkward shuffling and slight moans coming from her friends they are experiencing the same thing. “Does she need help?”

“No way,” Beth says, “she’s having the time of her life! Listen to her moan and look how eagerly she’s taking all those dicks.”

Angela turns to her friend, a curious look on her face. Beth sounds almost envious of the woman and the way she’s looking at her… like she wishes she was in the middle of those boys.

“Wait,” one of the Glorias says, narrowing her eyes and looking at the sight before them closer. A moment later all of the Glorias gasp. “It’s just one guy!” they shout in unison.

A disinterested older student totally nonplussed by the sight on the couch walks by. “Yeah, that’s Muliti-Pete. He can split into copies of himself whenever he wants. Jane really likes being fucked by a ton of guys at once, so they’ve been going steady for a while.”

“But… why are they… you know, out here in the common room?” Angela asks.

The older boy just shrugs. “Guess they couldn’t wait till they got back to somewhere more private. Happens all the time, these couches have seen more action then… well, then someone who’s had a lot of sex. I don’t know, just don’t stare, its rude!”

But stare the six girls do.

Beth is the first to speak and break the awkward silence. “Um… I think I need to head back to my room. I need to, uh, ‘clear my head’.”

Angela knows exactly what she means. “Yeah,” she says, taking one last look at the figures on the couch, “me too.”

“We’re going to stay and watch,” the Glorias say in unison. “That Multi-Pete is pretty hot,” one of them adds with a sheepish grin.


* * *


The next day it was off to their first Introductory Exploration of Super-Powers class.

“Are we sticking to this one class a day schedule for the rest of the semester?” Beth asks.

“I don’t think so,” Angela says, pulling out a binder and flipping through it as they walk. “One of the papers we got said they’ll post the schedule for the week every Sunday, and that some weeks we’ll have some classes more than once… It says here that some weeks will be more physically intense and will need more down time between or after the physically intensive classes.”

“Today,” one of the Glorias begins with another ending her sentence, “must be one of those days!”

“Yeah,” Beth says, her voice excited, “I’ve been waiting to start our physical training since day one!”

“I wonder who the teacher is going to be,” all four Glorias ask in unison.

“Teachers,” Beth says. “There’s two, according to what I heard. Let’s just head to class and find out!”

All of the power and combat centered classes, except for on special occasions, take place not in the building with the traditional class rooms but in a larger one full of gym like rooms. Moving through the halls the six girls can see that some of the rooms are more high tech then others, looking more like something from a comic book than a college campus.

Looking through windows as they pass by different rooms they can see some larger rooms that are rigged up with holographic projectors to make the simulations inside more lifelike. They see rooms that look as though they are inside a busy city street or out in the woods, the holo-projections make the walls look like distant horizons.

In many of the rooms they see students sparing against seemingly identical metal men. These “Synthomen” look like naked humans without any genitalia. Their bodies are silver in color and look both metallic and fleshy at the same time.

“I think this is where our class is,” Angela says, looking at the room number before them. Inside is a large gym, very reminiscent of their high school gyms back home. But stepping in they found the ground feels… wrong.

“Weird,” Beth says, bouncing up and down on the ground. “It LOOKS like it should be hard wood, but it feels bouncy.”

“That’s because it’s made of a high tech material that’s resistant to physical damage,” a charming male voice says. The girls turn around to find a stunningly handsome Hispanic man dressed in the all black jump suit the teachers wear. “I’m Micheal Guerrero,” he says, giving the girls a friendly wave. “I’m the co-teacher of this class. And you six are?”

Angela and Beth introduce themselves and after that the Glorias explain that they are all technically one person. “How very interesting,” the man says. His interest is obvious and intense, making the four blonds swoon at the attention.

“I think they’ve got another crush,” Angela whispers to Beth.

“Me too,” she replies, “he’s dreamy!”

More students come wandering into the class and the six girls get shuffled out of the way. Micheal Guerrero seems to want to greet each of them personally, shaking many of their hands and charming every one that passes through the door.

Angela and her friends soon notice a pile of duffel bags in the center of the gym each labeled with the schools insignia and the names of the students in their class. Many of the other students are already digging through the pile of bags and retrieving the one with their name on it, so they do the same.

Inside they find a few spare uniforms, all tailored to fit them perfectly. There are also a few neatly folded towels and what looks like soap and shampoo.

“I guess this is a none too subtle hint that we’ll need a shower and a change of clothing after these classes,” Beth says.

A tall woman with a muscular build and impressively large breasts comes into the gym them. Angela finds the woman’s physique strange, clearly feminine in its general shape yet so muscular that it is undeniably masculine and the woman carries herself in a very male way that only adds to the sense of gender confusion she feels while looking at her. Her hair is platinum-white and cut short, with styled flared points extending down the sides of her face. “Alright class, gather up,” she says loudly. “Now that my partner here is done with the charm offensive I think it’s time we get things started. If you haven’t retrieved the bag with your name on it now’s the time to do that.”

She waits a few moments for the last handful of students to retrieve their bags. Nodding she smiles at the class. “I’m Professor Katlyn Saxton, but you can all call me Ms. Kat.”

The male professor sidles up to her, giving the students another charming smile. “And you can all just call me ‘Mike’. Together we are going to be leading you first years in your Introductory Exploration of Super-Powers class.”

“This is going to be an incredibly physical draining class for some of you,” Ms. Kat begins saying as she steps up to the class, “even for those of you with powers you might think of as not physical in nature. The point of this class is to push your current limits and begin exploring the true natures of your superpowers.

“Many of you are uncertain what your powers are. In this class we will help you discover their full extent. Many more of you probably think you already have a clear understanding of what you can and can’t do with your powers. The truth is all of you almost certainly have things to learn about what your bodies can now do.”

She takes a step back, allowing Mike to take her place. “Many supers find years into their career that they have untapped powers that have been lying dormant since their P-Gene activated. Our goal here at the Academy is to send you out into the world as the best possible hero, and that means discovering all of those secrets BEFORE you graduate.

“As such, we will be pushing you in this class. Some of you may find the experience tough and at times unfair. You may feel like you’re being singled out and asked to do more than other students. Rest assured that even if this is true it’s all for a reason. Ms. Kat and I have been doing this for years now and we’ve developed an instinct on who has other powers waiting to be discovered.

“Today, however, things are going to be simple. We’ll be splitting into two groups and taking turns one at a time showing everyone what powers we have. But before we start Ms. Kat has some words on hygiene.”

She stands forward and gives the class a short speech on the importance of hygiene before and after these classes. She goes over the basics of showering, explaining how important it was to not only keep their bodies clean but to cut down on the bodily smells that come after intense physical workouts.

“You may have noticed, but hormones are running high here at The Academy. Body odor and the pheromones that are produced during physical exercise and training only intensify this. And for those students with heightened senses this is all only made more intense. It’s essential that after EVERY physically oriented class you shower thoroughly and change into a fresh uniform.”

Soon after her speech the class splits into two different groups. Angela, Beth, and the Glorias make sure they are all in Mike’s group, as do most of the other female students. The males seem as equally drawn to the strong and busty Ms. Kat.

One of the few exceptions is the greasy haired boy that Angela had noticed during the Early Superhero History class. The boy is starting to give her the creeps, he always seems hunched over and withdrawn and she frequently catches him staring at her. Just as she is about to point the boy out to her friends Mike calls on the first student, making her totally forget about the greasy boy.

The first girl to be called up before the others is mousy with a small, thin build and orange-red hair. She tells the class that she has telekinetic powers and shows them off by lifting some gym mats that are stacked nearby. She seems really shy and says that she still doesn’t have good control over the things she can move with her mind, a fact that is obvious by the swaying and wobbling of the mats as they hang in the air.

“That’s okay,” Mike tells her then turns to the class. “Most of you will find that you don’t have detailed control over your powers yet. Along with exploring what powers you have we will be working on refining your control of those you already know about during this class.”

After that a few other girls go up, most of them showing off simple enhanced agility, super strength, the ability to fly, or mixes of all three.

“Some of you might be noticing a pattern,” Mike says jokingly. “Along with enhanced physical toughness these four powers make up the “normal” set of abilities most of the active P-Gene population has. But let’s take a break from this power set and see someone a little different.” He looks around the room, pointing at the Glorias. “Gloria, why don’t you come up here?”

Nervously the four identical blonds explain their power, seemingly bashful that they don’t actually seem to be able to do anything beyond hearing each other’s thoughts.

“And you say there seems to be no limit to this power, no matter how far apart any of you get? That power alone could be incredibly useful. Instantaneous communication from four separate points with no infrastructure or gear required? That alone could be a powerful boon to just about any super team. And working ‘alone’ you’re a team all on your own!”

He turns to the class. “And over time, with the right training, Gloria might find that she has other powers. Either ones undiscovered or just not manifested yet. Some of you won’t have secondary or tertiary powers kick in for months or years, maybe not even till much later in life.”

When Beth goes up she shows off her superhuman agility, doing back flips and leaps over gym equipment that would impress even an Olympic gymnast. And when she is done she points out, with pride, that she’s had no training at all. “The moves just come to. When I’m in the moment my body just knows what to do.”

Mike nods. “This is pretty normal. Some of you are going to feel that you, like Beth here, just ‘know’ what to do with your powers, when and how to use them. Many of you that are struggling right now might find this disheartening but this instinct is something that will almost certainly come to you in time.”

When Angela is called up she finds herself sweaty and shaking with nerves. Noticing this Mike steps close, placing a calming hand on her shoulder in leaning in so only she can hear what he has to say. “It’s alright, Angela. I heard about what happened in Ms. Smith’s class. Control of your powers WILL grow easier and you need not worry about losing control, especially here. Your fellow students are probably far more resilient than you think so you need not worry about hurting them and I doubt you could harm these facilities even if you wanted to.”

Taking a step back from her he turns to the class. “Angela here has magical powers. This is one of the rarest and most interesting power sets. In all of my time here at The Academy I’ve never seen two students with magical abilities that work exactly the same. Even so, we will help Angela learn to use her powers as well as the rest of you will learn to use yours.” He turns to Angela, “Okay, show us something.”

“Um…. Okay.” She raises her hands, concentrating on the strange distant place inside of herself that her powers come from. Her hands begin to glow red, magical energy pulsing from them.

Her instinct is to lift something up with her powers, as that’s something she’s done plenty of times. But it feels like it’s too close to what the telekinetic girl did. Perhaps because she is thinking of that girl her powers manifest right before her. A blob of smoke like transparent red energy forms in front of the telekinetic, causing her and the girl she is standing nearest to jump back in surprise.

Tendrils of red energy snake out towards them, billowing like flowing smoke into the two girl’s eyes, nostrils, and open mouths. Both girls scream in alarm, the smoke flowing into them more quickly and making their eyes glow red.

Mike rushes towards Angela, throwing an arm out and slapping her hard across the chest with the back of his hand. The blow is strong enough to knock her back and onto the ground. The rest of the class gasps in alarm but then sees that as soon as he slaps Angela the red mist disappears.

“Sorry about that,” Mike says, extending a hand down to Angela to help her up. She’s rubbing her chest, still trying to understand what she had been doing with her powers. “But I’ve trained enough magic users to know that disrupting the casting of a ‘spell’ usually gets rid of it. I didn’t hurt you, did I?”

“Not too bad,” she groans. “I’m sorry, I was trying to do one thing but I got distracted and—”

“And you cast a spell you didn’t mean to. It’s okay, really.” He turns to the two girls. “Everything alright over here?” he asks them.

They both look shaken but unharmed and their eyes are now back to normal. “Yeah,” one of them says. “It was an accident, I understand.” The other girl nods her head agreeing. They both look fine, although both of their faces are flush and their eyes have a strange glassiness to them.


* * *


Angela ends up staying behind when class is over, getting some quick advice from Mike about how to better control her powers. He makes it clear he won’t know exactly what she will need till he is able to spend more time with her, but he tells her some things past magic wielding students have found useful in controlling their powers.

She finds the advice helpful, but the truth is Angela mainly stays behind because she doesn’t want to face the two girls she accidentally used her powers on. The spell didn’t seem to do anything to them and they both said they understood, but she is afraid their opinions will change away from the watchful eye of the teacher.

When she finally heads into the gym’s locker rooms it’s so late after class that she expects to find the area empty. But as she enters the room she can hear two voices, faint but echoing through the otherwise silent room. Nervously she moves forward, peaking around a row of lockers to see who is still here.

She almost gasps, having to struggle to keep herself quiet in spite of the sight she sees. There, sitting on a bench before a row of lockers, are the two girls her powers accidentally hit. They are both naked and wet, clearly having recently showered. The red haired telekinetic girl is sitting on the bench, her legs spread wide open. The other girl is sitting in her laps, her legs wrapped around the red haired girl and bouncing up and down as she kisses her.

“Holy shit,” the girl bouncing up and down is saying. “I can feel it inside of me! It’s like you’ve got a huge cock filling me… I can’t see it but I can FEEL it!”

The red haired girl is moaning, grabbing the other’s perky ass. “I can feel it too,” she says with a gasp. “It’s like I’ve created a telekinetic cock that I’m fucking you with. God, your pussy feels amazing!”

“Is this… can you always… God, so deep in me! Can you always do this?”

“No,” the red haired girl says with a moan. “Never done this before. I just… after that weird girl’s magic hit me I felt so fucking horny and I couldn’t stop thinking about fucking you. And as soon as we were alone it just… It just happened!”

I did this, Angela thinks, knowing instinctively that her magic caused this to happen. Her magic made both girls horny for each other, made it so the telekinetic girl could use her powers this way. And knowing she’s responsible makes the sight somehow undeniably enticing.

Angela stays hidden just around the corner form the girls. She leans up against the lockers, silently peering around the corner and watching them. “So hot,” she whispers, watching the girl bouncing on the red head’s lap, watching her full breasts bounce up and down with the rest of her body. She reaches down, unzipping the bottom of her uniform and slipping a hand in to touch herself. She starts squeezing her small breasts through her uniform, pinching her nipples as she fingers her pussy and watches the two girls fuck.

What am I doing, she thinks. I shouldn’t be masturbating like this, not here, not while watching these two. Yet I can’t stop… I can’t stop till I get off!

Angela stays hidden, continuing to peel around the corner and masturbating to the sight of the two young women fucking till she gets off. Her orgasm is strong, making her legs feel weak. Almost as soon as she begins cumming the telekinetic girl’s invisible cock seems to disappear. The girl on her laps seems to fall down, confused. “What happened, where’d it go?”

“Oh no,” Angela whisperers, quickly ducking all the way around the corner. “My powers… they were still affecting them! When I came it must have drained them and stopped the spell. I’ve got to get out of here before they realize what happened…”

She quickly, but quietly, grabs her bag and leaves the locker room, planning on showering back in her dorm room and hoping the two girls never realize she was behind what happened to them.


* * *


That night Angela stays very quiet as her friends talk about the day. The Glorias can’t shut up about Mike, talking about how smart and attractive he is. Beth mostly agrees, although she wants to talk about how impressed he seemed with her grasp of her powers. Neither of them seems to notice how quiet Angela is.

Her quiet extends to the next morning as they are on their way to their next class, “Introductory Physical Combat.” The class is a nice end to the week, simple and straight forward. They spend the day learning simple hand to hand combat, basics like how to throw a punch and how to take one. They each get to practice against the Synthoman, a robotic sparring partner able to take an endless number of hits without complaint or fatigue.

Angela uses the full day of physical training to unload all of the frustration, fear, and confusion that’s been building up inside of her. She punches the synthetic man over and over, slamming her fists into its metallic yet soft flesh till her knuckles are raw. Still she continues punching and eventually her emotions overflow and cause her powers to activate.

Her fists, glowing red with magical energy, slam into the Synthoman. The energy blasts into the robot, making it quiver for a moment before it explodes in a shower of metal scrap and wiring. Some of the class is impressed, but others whisper darkly about how Angela clearly doesn’t have any control over her powers. The classes teacher seems unconcerned and simply moves Angela to a different Synthoman for the rest of the class.

After that the weekend passes quickly. They all have some reading to do for their history class but mostly spend the time relaxing. Many of the first year students seem to spend the time getting to know the campus better, wandering about and exploring the different buildings. Many more have split off into small social groups, keeping mostly to their own little groups the way that Angela, Beth, and the Glorias have.

The weekend is nice and relaxing, except for one thing. No matter where they go the greasy haired boy seems to always be near, staring at Angela.

“What’s his deal?” the Glorias all ask in a whisper obviously spoken loudly enough to be overheard by the boy.

Beth rolls her eyes, throwing the boy a glance then looking back at Angela. “He’s got a crush on Angela, duh!”

“Gross,” the Glorias all say loudly, throwing him a glare that sends the boy skulking away with his cheeks burning red.

Once the boy is out of sight Angela starts giggling quietly. “That was pretty mean of you two,” she says, “but I appreciate it. He’s been giving me the creeps all week. Hopefully he’ll leave me alone now.”


* * *


Monday morning it was off to a full day of their sexual education class. Coming into the class Angela finds Ms. Anya and Mr. Walker already waiting for the class.

“Come in, come in,” Mr. Walker is saying to the students as they came through the door into the classroom. “But please, don’t take a seat yet. We need the class to divide in two, men on this side of the class and women over here.”

Once all of the students arrive and split into the two groups Ms. Anya steps forward. “Today is going to be a long day. We’re going to be starting out with something simple but that will take time. And it MAY make many of you uncomfortable. That discomfort over matters such as this is something you ALL need to get over and doing so will only come through practicing being in situations like you will find yourself in today.”

She pauses, looking out at the students and making eye contact with as many of them as possible. “Today we will be conducting what many students refer to as ‘the weighing and measuring’. We’re going to start with the girls. So, if all of you young ladies could please come and make a single file line starting right here that would be much appreciated”

As she speaks Mr. Walker gets out a large scale, placing it on the edge of one of the teacher’s desk near the front of the line that is forming. Many of the girls give the scale confused looks. It isn’t the kind one would stand on and looks more like the device grocery stores use to weigh produce.

Angela can hear some of the boys on the other side of the room muttering excitedly. She turns towards them and tries to catch what they are saying.

“Dude, I’ve heard about this from one of the older students! This is going to be fucking awesome.”

“What’s going to be awesome? It’s just a big ole melon weigher.”

“Dude, you’re so fucking right. Just wait and see. Most of the ‘melons’ in this class are pretty damn big.”

She furrows her brow, not quite understanding the conversation. But she gets the sense that the two boys are talking about something crude and sexual.

Once the line is fully formed Ms. Anya continues. “I want you young ladies to come up one at a time,” she says, her voice suddenly eager. Mr. Walker looks eager as well. “As you come up you are to unzip the front of your uniforms and pull your breasts out.”

Many of the girls gasp at this, scandalized murmurs exploding all around Angela. The Glorias begin whispering all at once to her and Beth but Angela tries her best to ignore them. Her face is flushed red and she is suddenly self conscious about how small her breasts are. Almost every other girl has breasts at least twice as big as hers, most far larger than that.

QUIET!” Ms. Anya bellows, silencing all the whispers. “All of you will be doing this in front of the whole class, no exceptions. As I said, I understand that many of you will find this embarrassing and perhaps even humiliating. But you MUST learn to get comfortable with both your body and those of the other super powered individuals you will be spending the rest of your lives around.”

“There is also an educational aspect to this exercises,” Mr. Walker says, not sounding altogether convincing. “You all have been TOLD that women with active P-Genes have larger breasts, but I don’t think you’ll all really understand this without SEEING all of your classmate’s breasts fully bared. The school uniforms are tight and form fitting, but breasts are never really understood till they are seen naked. And one of the reasons that we will be weighing your breasts is to show you that your breasts aren’t just larger on average, but denser as well.”

He turns to the white board at the front of the class and pulls down a rolled up chart from above it. The revealed chart, once it is rolled all the way down, is a large list of average breast weight by cup size. “I want you all to read this chart, but keep in mind that the weight listed is for a single breast. So, for example, where it says three point three pounds for a G cup that means the average woman with that cup size would have breasts that together weigh around six point six pounds.”

Ms. Anya walks down the line of girls, stopping at one and pulling her out of line. “You’re breasts look to be about G cups, why don’t you start. Come, unzip your uniform and let’s weigh them.” The girl looks embarrassed. She unzips her costume slowly, her hands shaking, as she is walked to the front of the class.

As she opens her front and pulls her breasts out many of the boys, and some of the girls, make pleased sounds. “See,” Angela hears one of the boys whisper loudly, “I told you they aren’t allowed to wear bras under there.”

Like almost everyone in the class Angela is staring at the girl’s breasts. She looked well endowed in her uniform, but her breasts now look even larger that they are fully exposed. And so firm and perfectly shaped too! So firm that she might have assumed they were fake if she didn’t know the girl had an active P-Gene.

Nervously the girl is led to the scale. Ms. Anya eagerly bends the girl over the desk, reaching around and grabbing at her breasts to help her place them on the scales. “Now just relax,” she tells her, “Don’t press down on the scale; just let your breasts hang down naturally.”

There is no mistaking the clear joy the woman is having getting to touch the young woman’s breasts. She’s staring down at them resting on the scale in the same way that most of the boys in the room are.

The hungry, almost predatory glance on all of their faces makes Angela uncomfortable. Those looks also make her feel other things. Confusing things that warm her cheeks and make her feel moist between her legs. She shifts uncomfortably, slightly frightened by how arousing she finds the overtly sexual looks being pointed at the girl at the front of the class. Her heart races and she realizes that part of her is eager to have all of those eyes pointed at her.

“Nearly sixteen pounds,” Mr. Walker declares loudly with a proud smile. “See? Much more dense than the average woman.” He turns to the girl, signaling for her to stand up. “And this can be seen. See how firm and perfectly shaped her breasts are? See how round? One could easily mistake them for being fake,” he says, echoing Angela’s own thoughts.

Nodding to the girl he dismisses her. “You can take a seat now,” he says.

“Next in line,” Ms. Anya says, calling the girl at the front of the line up.

The next girl has even larger breasts. But unlike the first girl hers aren’t quite as firm. “Ah, yes, see here. The average woman with an active P-Gene will have almost inhumanly firm and roundly shaped breasts. But that is not a firm rule. This young lady’s breasts are much less firm. Doctors call this natural sagging of the breasts ‘ptosis’. In normal women ptosis becomes more pronounced with both the size and weight of a breast along with age.

“Most of you, however, will find your bodies mostly immune to normal aging. Your breasts will, for the most part, remain as they are now through the majority of your lives. When you’re in your sixties the sagging of your breasts will be about equivalent to that of a woman in her late twenties or early thirties. This is all part of the normal retardation of the aging process, but we will leave that for another class.”

He turns back to the girl standing with her massive breasts exposed beside him. “And notice her nipples? You are all going to see that there is no ‘normal’ for female nipples. This young lady has large nubs but fairly small areolas.” He turns, placing a finger on her nipple and gentle caressing it. “See how easily it responds to stimulation, growing hard and her areolas pebbling? It’s a response found in all women, but pronounced and quicker to happen in those of us with the active P-Genes. But now, on to the weighing!”

The girl bends over, her overlarge breasts barely able to fit on the scale. “Oh my,” Mr. Walker says, “truly impressive! Nearly twenty-five pounds! And so class, you see that firmness is not always an indication of density.”

One by one each of the girls comes forward, exposing their breasts to the class then weighing them. Through it all Mr. Walker makes comments on each girl, pointing out ways that each of their breasts are unique. And through it all Ms. Anya helps the girls gets their breasts on the scale, seeming to enjoy feeling them up far too much.

When Angela comes forward her face is already bright red. The world around her spins and seems to disappear. For a time all that exists is her and the scale that seems to loom large before her. She unzips her uniform, pulling her small breasts out and moving towards the scale.

“And here is a good example of how body size and shape is not always an indication of breast size,” she hears Mr. Walker telling the class. “From her curvy, almost plump build one would expect this young woman to have at least decently sized breasts. But as you can all see she has barely a handful here.”

“It’s okay,” Ms. Anya whispers into her ear as she bends Angela over and helps her get her small breasts on the scale. “Little can be just as attractive as big.” As she says this she grabs then caresses Angela’s breasts, making the young girl’s body flare with excitement. Her touch is so gentle, so practiced and skilled…

“Yes, as I expected, barely worth weighing,” Mr. Walker says, ushering Angela from the front of the class.

As she moves to take her seat, zipping her uniform up along the way, her mind is distant. Thoughts of Ms. Anya’s gentle, pleasing touches on her sensitive breasts fill her mind, making her remember the fantasies she’s had about the busty blond woman with the slight, sexy accent.

“Hello,” a voice whispers, “Earth to Angela.” She turns, realizing Beth is now sitting next to her. “You okay?”

“Yeah,” she says quickly. “I just… I think I’m going to need to ‘clear my mind’ as soon as class is over. It’s hard not to get worked up after all of this…”

“You and me both,” Beth says with a wicked grin. Angela smiles, but looks away. She’s not sure if she’ll ever get used to seeing such an eager and indecent expression on a face that looks so young and innocent. “Just a couple more girls left. Then it’s the boy’s turn. I wonder what they are going to have to do.”

They find out in just a few minutes as the last of the girls takes her seat. “Alright,” Ms. Anya says, turning to all of the boys standing up at the edge of the class, “Now it’s time for you.”

Mr. Walker steps to his desk, opening a drawer and pulling out a large wooden ruler which he hands to Ms. Anya. “The boys are going to be coming up one at a time to get their dicks measured,” he informs the class. “To do this right we are going to need to do it while you are all fully erect. I suspect that after the weighing of the girl’s breasts that won’t be a problem. I have no doubt that every one of you is now hard. And because of your active P-Gene I think you will find it nearly impossible to get rid of your erections until you’ve gotten off, so I have no worries that the erections will be not be lost before it’s your turn to be measured.”

“Of course,” Ms. Anya says with a glint in her eyes, “if that does become a problem I’m more than happy to help you along.” She then gets down on her knees at the front of the class, holding the ruler up. “I’m ready when you are, Mr. Walker.”

“Good,” he says, then turning first to the boys then to the girls all sitting at their desks. “Before we start a simple statistic: the average male penis measures between four and a half inches to a little over five inches when erect. But I stress that this is AVERAGE size for a normal human male. For most of the population is smaller or longer than this, a fairly small percentage is actually ‘average’.”

He stops, grinning at the men standing nervously in line. “But you, my eager first years, are NOT an average sampling of the human population. Due to your active P-Genes we are going to see that every one of you at least meats the normal male average and that many of you now find yourselves ‘superhumanly’ well endowed.”

Again he stops, now turning to the girls. “Now, you may have noticed that I said every one of these boys will at least be average in size. Women’s breasts size amongst you was on average far larger than normal women, but some of you still had small or flat chests. This is NOT how it works with men. None of them will have below average sized penises as you will soon find out.”

And then the measuring began. Ms. Anya seems almost as eager as she did with the girls, a wide grin on her face as each boy steps up and unzips the bottom of their uniform and pulls their erect penises out for her to measure. She then lovingly grabs hold of each one, giving it a gentle squeeze before pulling the erect cock down so it stands horizontal. She then uses the large ruler to measure the boy’s cock, measuring from the top base of their shaft and calling the length out before sending him on his way to his seat.

“Seven and a half inches.”

“Five and two thirds.”

“Oh my, an impressive one, nearly nine inches!”

“Six and a third, but quite girthy.”

“Almost near perfect eight inches”

“My… over eleven inches! Surprised this one even fits in your uniform.”

And on and on she goes.

Angela watches it all, her face burning red. She did not expect just how horny seeing so many cocks would make her. Her cunt is so damp and musty that she can smell her own arousal as she sits in her seat. She is so worked up that she is certain if one of the boys was to walk up to her with his hard cock and tell her to suck she’d go right ahead and start.

This is exactly what the teachers have all been telling us about, she thinks. That our bodies are all like this, that enough sexual stimulation will leave us mindless sluts willing to do anything to get off.

The sexual pressure is nearly unbearable. Her slit aches for attention. She has to struggle not to slip her hand down under her desk and start playing with herself through her uniform. Looking around the room it seems that a few of the girls are doing just that, although as soon as anyone notices them they all seem to put their hands back on their desk where all can see them.

As soon as the last boy is done being measured the two teachers stand before the class, all now sitting at their desks, and looking out at their young students. The teacher’s uniforms are just as tight and form fitting as the students, and its clear that both of them are as aroused as the students. The outline of his large cock, thick and hard and erect, can be soon in Mr. Walker’s uniform. Beside him Ms. Smiths nipples can be seen hard through her tight uniform and a clear damp patch can be seen in the crotch.

“I’m sure after all of that most of you are eager to take a break,” Mr. Walker says. “I suspect most of you are wanting to dash back to the privacy of your dorm room or even the much closer refuge of a nearby bathroom stall so you can masturbate and clear your mind.”

There are quiet murmurs of agreement from the class.

“Well, I’m sorry to say that you will not be allowed to do this.”

The murmurs become groans of pain and discomfort along with a few shouts of “But that’s not fair!”

Patiently Mr. Walker holds a hand up for quiet. “But don’t worry,” he says reassuringly, “you will be allowed release. Just not yet! You all are going to need to control these strong urges of yours, which is something we are going to start working on today.”

As he talks Ms. Anya pulls two boxes out from behind her desk. One is smaller and she gives it to a boy in the front row. The other larger one she gives to a girl sitting near him.

“Please, take what you need and pass it along,” Mr. Walker says. “Boys, you will find bottles of lube in here. Girls, you will find a number of toys to help you along. Take whatever you are most comfortable with.” As he continues he begins unzipping his uniform, Ms. Anya beside him doing the same. “What is going to happen next is that Ms. Anya and I, who are just as worked up as all of you, are going to clear our minds while you all watch. I want you all to start masturbating to the sight, but as you do so I want you to work on making it last as long as you can.”

Ms. Anya steps up as she begins to wiggle out of her tight uniform, her overlarge breasts hanging heavy down her front. “This is called ‘edging’ and it’s something you need to all practice. It is essential that you each learn how to lessen the pressure of sexual desire without going all the way to orgasmic release. This is something that will help you in both your private and professional lives. For the girls this will be essential as most of you will lose some of your powers when you cum.”

“And although not as important for the boys,” Mr. Walker adds as he pulls the last of his uniform off, “it’s still important. Most of the boy’s powers will be unaffected by sexual release, but cumming will slow your reflexes and your mind. You must all practice how to lessen the edge of desire while clearing your mind without cumming.”

When the box gets to Angela she chooses a simple, small pink vibrator. Looking around her she can see that most of the students in front of her have already began masturbating, even as the two teachers just begin to embrace and kiss at the front of the room.

Most of the boys are leaning back in their chairs, legs spread and arms slowly moving up and down as they work their cocks. There is also a low hum of multiple vibrators set to their lowest settings. Some of the girls have their legs spread, the bottom of their uniforms zipped open as they use toys on themselves. Other girls seem happy using a vibrator through their clothes.

This is what Angela does as she’s afraid that even on the lowest setting if she used the toy directly on her skin she’d cum right away. Even with the fabric of her uniform dulling the gentle, pleasing vibrations she already feels her body rocketing towards orgasm.

At the front of the class Ms. Anya has crawled up onto her desk and is on all fours on top of it. Her ass is raised up in the air behind her, her massive heavy breasts hanging down over the front of the desk. Behind her Mr. Walker is busy rubbing his cock on her pussy, making the busty woman moan with desire before slowly entering her.

“The trick,” he says, moaning slightly himself before continuing, “is to go slow. Boys, move your hands slowly up and down your shafts. Girls, be gentle with your pussies. Try and work on keeping your breathing slow. Pay attention to your heart rate, notice its speed and try and keep it down. Fight the biological urge to pick up speed, to push towards that cresting high of release that your body wants.”

A few voices moan as he speaks, clearly having already lost their battle not to cum. “Don’t worry,” Mr. Walker says. “Girls, if you cum keep going. Try to see if you can keep masturbating without cumming again. Boys, if you get off there are tissues over there. If your still hard I ask that you continue masturbating after getting off, if you’re not you may excuse yourselves from class and wash up. All of you are to go as long as you can, but once you feel you are finished you are done with class for the day. Your homework for the week is to practice edging in the privacy of your dorm rooms each and every night.”

As he talks to the class he continues to fuck Ms. Anya, holding onto her plump ass and moving slowly in and out of her. For her part she simply moans in pleasure, her eyes closed and a serene look on her face.

Over the next hour one by one the students in the class all lose control and cum. Most of the boys leave after the first time, but a few stay for a second orgasm. The two teachers change positions every few minutes, but no matter who they fuck they do it slow and sensually. Neither of them in a rush and both enjoying the company of the other. And the whole time they position themselves so the shrinking class before them can see.

Angela gets lost in the task. The students around her seem to disappear and all she is aware of is the two fucking figures before her and the soft pulsing pleasure of the vibrator up against her hungry pussy. Her impulse is to open her uniform and plunge the vibrator into her cunt, wanting to turn the vibrations to full intensity knowing it would make her cum right away. But she denies the urge, keeping the end of the vibrator outside her uniform and only slightly pressed against her clitoral hood.

Her eyes are transfixed on Ms. Anya. There is something about the woman that is so alluring and safe. Her large, full, heavy, soft breasts seem motherly and comforting. As she watches Mr. Walker fuck her she starts imagining that SHE is him, that it’s her fucking the female teacher. At other times she imagines herself up there with the three of them or just Ms. Anya. She pictures herself smothered in the woman’s large breasts, not really sure what she would do with them but just wanting to be close to them.

When she does finally cum it ends up only being a small orgasm, but it’s one that stretches out over a long time and leaves her mind and body feeling relaxed and at ease. With a deep breath she sits up, looking around to find that she’s the last student in the class. Even Beth and the Glorias are gone.

Noticing that she’s finished Mr. Walker starts fucking Ms. Anya harder, a few brief moments latter grunting and cumming deep inside of her. With a loud sigh of relief Mr. Walker pulls out of her and says, “Class dismissed.”


* * *


“Wait just a moment,” Ms. Anya calls to Angela as she tries to slip out of class. “Please, stay behind for a few minutes. Mr. Walker will be gone once he’s cleaned up and I want to talk to you in private.”

Not sure what this is about, Angela waits around awkwardly as the male teacher uses a tissue to clean his cock off before zipping his uniform back up. Ms. Anya gets off her desk, sliding into the chair behind it but not zipping her own uniform back up.

As Mr. Walker leaves the class room he gives Angela an odd look. “Good luck, my dear. And remember, we are here to help you.”

Angela turns to Ms. Anya as the door closes behind the leaving teacher. “What’s this all about?”

“I heard about the little incident you had with Ms. Smith,” she says, getting right to the point. “And what happened in your sparing class to the Synthoman.”

“Oh,” Angela says, struggling to keep eye contact. Ms. Anya’s massive breasts are still hanging free. They are so large… So big that they constantly draw Angela’s eyes towards them, as if they have their own pull of visual gravity. Not just large, but soft and full and oh so wide. Her areolas are large, something she’d never seen before today, and the sight is somehow strange yet enticing all at once.

“I remember what you said about being able to help me with my powers,” she says. “Mike… uh, Mr. Guerrero has already helped me out a bit.”

“Yes, I know,” she says. “But that’s not what I wanted to talk to you about today. The offer still stands, of course, but I suspect you will want to explore your powers on your own a little more before coming to me for help. No, I had a different offer to make you. See, I have a power that few in the school other than the staff know about.” She pauses, patting the desk before her. “Please, come sit here.”

Confused, and still finding it odd that she has left her breasts hanging out, Angela moves towards the desk. “Just get up on your desk?”

“Yes, please,” she says. “Now, as I was saying, I have a power I keep form most of the students.” She stands, grabbing one of her breasts with two hands and lifting it up level with Angela’s face. She gives it a long squeeze, starting at the base of her tit and moving her hands down towards the tip of her breasts. As she does a white bead of moisture begins to grow on the tip of her plump nipple. “See, when I want I can lactate,” she says.

Angela’s eyes grow wide as she watches the bead of creamy white fluid grow and then turn into a trickle of milk that starts to run down her breast. “I don’t—” Angela starts to say, but Ms. Anya cuts her off.

“And my milk, when drunk by someone with an active P-Gene, retards the drinker’s powers. If you drink my milk regularly you can dull your powers, making it so they are less potent and much less volatile. This will give you time to get a better feel of what you can do and how to control it and hopefully avoid any more incidents like you had with Ms. Smith.”

Blinking dumbly Angela looks up from Ms. Smith’s milk leaking tit to the woman’s face. “You want me to… To…”

“To drink my milk, yes,” she says with a kind smile. “The rest of the staff thinks it will be for the best. Please, you’ll find it quite tasty.”

She takes a step forward, thrusting her upheld breast into the young girls face. Angela makes a small sound of protest, trying to pull away in shock. But Ms. Anya grabs the back of her head with one hand and Angela finds her grip superhumanly strong. Unable to pull away she soon has the wet nipple forced into her mouth.

As soon as the milk touches her tongue she stops struggling to pull away. Her taste buds explode, the taste of the milk becoming all she can think of. It’s a heady, bitter yet sweet taste like nothing she’s ever tasted before. Before she knows it Angela is leaning forward, pressing her face into the woman’s overlarge, soft breast and sucking like a hungry child. Ms. Anya’s breast is larger than Angela’s head, her face sinking into it. She has to tilt her head back so that her nose is lifted up and out of her soft breast flesh so that she’s able to breathe.

At first the flow of milk is sparse, but as she continues to suck the stream of fluid grows larger, at one point flowing freely. Soon she’s drinking down mouthfuls of the liquid in loud hungry gulps. The taste is just so amazing, like pure sex and candy all in one.

Ms. Anya is moaning in pleasure, one hand massaging the tit she holds up to Angela’s face and the other running through the girl’s red hair. Slowly she starts to pull back. Angela follows her, sliding off the edge of the table and standing leaning over. She reaches up and grabs the tit, holding it up to her face with both hands.

“Good,” Ms. Anya coos, “drink up. Here, trying switching breasts.”

Angela does so, her head spinning. Her body feels so hot all of a sudden. As she starts sucking at the second breast she unzips her uniform, sliding out of it all while sucking the teacher’s tit. Being naked just feels right, as if the milk she’s drinking has made clothes meaningless and pointless.

“Don’t slow down,” Ms. Anya whispers. Her hands are now free and she starts using them to explore the young girl’s body. Caressing her back, her breasts, her thighs. She reaches down and opens her legs, sliding a finger into Angela’s cunt and finding it still moist from her earlier edging session.

“Mmmmm, such a lovely little pussy,” she says, leaning in and sliding her fingers in deeper. “Nice and young and tight.”

Angela hears the words, but they barely register in her mind. She feels intoxicated from the milk. The world spins around her and all she wants is more. She can feel her powers dulling, finds the indescribable connection with the place she draws her magical abilities from lessoning. But there is something more, something she doesn’t quite understand. It’s a freeing of something, like a weight she never knew existed being lifted from her body.

“Yes, keep drinking,” Ms. Anya says, continuing to finger Angela as she starts to finger herself. “God I love this, making hot young naive girls drink my milk while I play with their innocent little bodies. Love touching your unspoiled breasts and pussies, love getting to use these bodies before they become wasted by others. And you’re so powerful… you don’t realize that the power to resist me is easily in you.”

The words echo through Angela’s head as if coming from far away. All that matters is Ms. Anya’s milk, she needs to drink more of it, as much as she can. And doing so continues to lift the weight from her mind, making her feel calm and at ease. She doesn’t care that the woman is fingering her without permission. Her mind continues to empty, something new filling the weight of independent thought being lifted from her.

“Feel it going away,” Ms. Anya says. “Feel your free will dispersing? Keep drinking… every drop will dull your powers, yes, but only for a short while. My milk’s real power is that it can control the minds of women. The more you drink the more your mine. I can tell you’re already too far gone to really understand, already on your way to being totally under my control. A few sessions like this and your mind will be all mine…”


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