Miss Marlene stepped into the classroom. It was nearly devoid of furniture. The board had not hired anyone to replace Mrs. Germaine after her retirement. Budget compressions oblige, the students who were supposed to attend her class come fall had been distributed to the other teachers on the grade, overfilling classes and marking the exact time at which the school would arguably begin its fall from grace. The staff had kept the room clean anyway. It had been repurposed to act as a spare room in which boys and girls could enjoy making messy artwork or rehearsing a play. Marlene sat on the window sill, opposite from the door. "Come in, Suzy." The girl shuffled forward and closed the door behind her. The once radiant, joyful bunny now showed an awkwardness that was completely out of her character. She used to belong in her nigh endless array of brightly-colored sundresses, they fit her so well - yet anyone could see today she would've felt more comfortable in the largest sweatshirt in the world. She kept adjusting and readjusting her dress, casting nervous glances about her, keeping her long ears pulled against the back of her head. Miss Marlene debated in her mind about whether to push forward or not. Barely a word had been said and the moment was already tense. She felt like she was about to cause a diplomatic accident. *Has she been bullied?* thought Marlene. *I didn't notice anything different lately. Her tests came back fantastic... wait, no, her first period? Unlikely, but...* She cleared her throat. "I'm listening, Suzy. Take all the time you need. I suppose it's something very important for you." Getting a student to open up wasn't easy. And today she had the misfortune of having put on one of her more austere outfits. Her combination of white blouse, blue jacket and skirt would've been perfect in a secretary position. In a school however, it meant she was behind on the laundry. Students were confronted with the sight of what might as well have been called an anti-mink. She was not slender or slinky in any remote fashion. Marlene was a pack of heavenly curves surrounded by an impossibly voluminous ponytail of golden hair. She could see the bunny girl hopelessly looking for a place to sit, finding none. "Miss, um, something happened and I dunno if it's normal..." *Sex-related. I knew it.* "Go on." said Marlene, trying her sweetest voice. "...So, I know we don't have sex ed for two more years. But I was wondering if I could get a... crash course? Kinda, like, know how it works out and stuff?" Marlene tilted her head. "Sure. I got to admit you're a bit of an early bloomer for that sort of thing, but it happens. We could schedule something next week. How about Monday after class, at three-thirty?" Suzy gulped. "No. I want it *now*." She made her way to the teacher's desk, the only remaining piece of furniture in the room. As she climbed it, Marlene stammered a protest. "I... I understand it must be really strange for you. It's just that it wouldn't be fair to the others if I spent the rest of the afternoon with you like that. I mean, I could free up some time tomorrow if it's especially urgent - Suzy... you have four breasts?" The bunny had lifted her sundress up and away, tossing it carelessly aside. Suzy never treated her belongings like this. "...Suzy?" The girl stood on top of the teacher's desk with her feet parted, her hand on her hip in a pose of open defiance. From among her short tan fur stood four unusually perky nipples atop gentle mounds. An unexpected sight on someone her age. But moreover, she'd hidden an entire second pair of arms under her dress. Suzy did not have four arms. No one had four arms. "Suzy!" "I know, Miss. Just... give me a sec." "But what happened to you?" "I don't know." Suzy gave a sigh of exasperation. "*You* tell me. I think I caught something." "Suzy..." "Miss Marlene, can I... take the rest off? I can't stay dressed. I *got* to take it off. Everything feels so itchy." Marlene had too many things to think of, not enough time, and far too little competence in the situation. Everything kept being pushed aside by intrusive thoughts, so much that she couldn't finish even one thought let alone speak it. She could only remain frozen in place, watching her own mind reject the reality outright, choosing to disbelieve what she saw. It was like Suzy had read her mind. The cute bunny stood barechested, down to only a set of expensive-looking pink lace panties that should have rightfully belonged to the teacher far more than the student. It was fetish garb, nothing less. It was the sort of thing a wife put on the night of a candlelit dinner before tying her husband to the bedposts. Summary. Suzy was acting strange. Suzy was blooming. Suzy had four arms. Suzy had four breasts. And Suzy wore undies she'd most assuredly stolen from her mother. Marlene's thought were just beginning to slow down that the next phase began. Suzy undressed. Hands-free. Her panties slipped down her legs all by themselves, revealing two more things about the bunny. First, she had a cute little sheath and a set of balls just this shy of adorable. Second, she was pushing against a built-in dildo with her vaginal walls. The thick tool was stretching her to a degree that should have been physically impossible. And more length of the toy escaped her with the grinding seconds. From inch to inch, from a few to a lot, from a lot to too many. From too many to a length that would've made the girl's sex end at her chest level. Suzy stepped her feet out of her panties and continued. From too many feet of dildo to far, far too many feet. From that, to displaying the reason why she had gotten up on the desk rather than remain at floor level. From that, to something that should have never fit into her in a straight line. And lastly, from that, to standing on the tip of her toes, working out the last few inches, her toy getting stuck in a kink on the floor tiles and bending slightly from the push. Free at last, the toy launched itself a few inches forward, springing back into a straight shape, and landing on the floor with a deafening, wet slap. The noise bounced off the walls and seemed to go on forever. Immediately, a fragrance reached Marlene's nose. It filled the entire room in a flash, from wall to wall, from ceiling to floor. She could recall it. It was the scent from horny men in a bar wanting a quick go. It was that of girls too horny to wait any longer. It was a mixture of signals in every language in the world, grouped up under a single, unified meaning: *Fuck me, fuck you, fuck the both of us, right away and right here.* "...Miss Marlene?" Marlene no longer saw a student, or Suzy, or a simple bunny girl. She saw... a thing. She saw a hole. She saw a pole. The images in her head were getting cruder by the second. She was certain she'd mouthed some dirty talk, but she hadn't heard it. "Miss Marlene!" She blinked. Her vision came into focus. Where was she? Suzy, student, sex, right. Okay. "Miss Marlene... concentrate, okay? I'm not done yet. Sorry." The bunny joined all four of her hands behind her back, parting her feet. Her pussylips had barely closed down and shrunken back to a mere puffy state that her sheath charged on with a powerful swelling motion. It was like it was jumping out of her, plumping out in surges, balls filling in and growing at an alarmingly quick rate. More and more, that flesh and skin hugged tightly around its contents. The teacher could see a flared crown pop past the lip, demonstrating that Suzy could not even house the entirety of her own sex within her. Or maybe it was a way to draw attention. The latter was more likely. She was certain she'd seen the gigantic horse dick launch straight at her. And it had, stopping after six feet and hanging in a shallow arc before the student, the pink wonder glistening under the warm afternoon light. Suzy waited for a massive bead of precum to fall on the floor. With that done, she finished off with her breasts, Letting away the last of her self-imposed restraint, her very chest trembled and filled out with a gurgling noise as if she was filling them somehow. "...Your tits are bigger than mine." was all that Marlene had found to say. Her voice as defeated as her expression. Suzy's magnificent, mouthwatering breasts were the K-cups of a fully-grown adult. Together, they obscured her midriff completely. They were her new torso outright. She was no longer defined by her petite body or her narrow shoulders, but by giant knockers that had been enough to ruin whatever was left of Marlene's armor. Marlene *wanted* Suzy. Bad. "Are you done now?" She clenched her teeth. "Can I do you?" Marlene's dress felt increasingly tight around her. She undid the first button of her blouse, and it wasn't enough. She undid the second, and it wasn't enough either. She blushed, a sudden shame coming to her as she witnessed far too much cleavage for a schoolgirl to see. And then, she froze as a jolt of pain hit her. Everything was so tight; she was bursting at the seams. Her outfit exploded. Everything undid itself simultaneously, perfectly. Her curves spilled out into freedom. She was back in action, she was on the prowl, she was fully awoken and ready to conquer some fancies. But something was off: she wasn't out in the city, she wasn't in a bar showing herself off, she wasn't trying to get another date that would end in yet another one-night stand. She was... at school? She was at school, fair enough. Marlene didn't care. "Okay, Suzy," she said, "What you experience is a little special, I can't say it's something I totally understand, I never really saw all of that before, but... I know it's good. So whatever it is you're doing, keep doing it and you'll be fine, I'm sure." "Okay Miss Marlene. Thanks... for the help I guess." "Now can you get down from the desk? You'll soak it if you're not careful." Suzy did just that. And when she looked up again, she saw a would-be MILF on elbows and knees, legs spread, tail to the ceiling and showcasing her goods. MILK... Only the mother part was missing, but the meaning stayed. "Now, Suzy, you see that thing between your legs, pointing at me? It's just like that thing you put inside of yourself. Only, it's yours. Put it into me." "Miss Marlene..." "*Put it into me, I beg of you.*" "Are you... "I'll give you extra credit, I'll make you skip next test, I'll give you unlimited time at the computer lab, *whatever.* Put it. *In me!*" Suzy stepped forward. It was a relief to see her move. Marlene was breathing so hard, she was getting intoxicated by the pheromones. She could feel a needy warmth in every inch of her body, yet it came with this odd sense of unease that she couldn't put her finger on. Like something was missing, unfulfilled. Something in her wanted to burst out, yet all she could find was a mere unknown, mysterious seed. Her only solution was to throw everything at it. Her logical mind wanted to step in. Her logical mind wanted to obey the law, the standard of common decency, the social contract and more importantly, the fact that everything since the last few minutes should have never happened in a realistic world. Her poor, poor logical mind had been beaten within an inch of its life. Shattered into fine dust, shaken, mixed, rebuilt. She had a new logic in her. One where everything made perfect sense. There were two kinds of people in the world. The mutants and the carriers. The mutants were goddesses of sex who could suck on a cock all night long and fuck until they got bored, never when they got tired. The mutants were helplessly horny, sworn to love and devotion, made to adore anything and everything they could wrap themselves around, driven by an overwhelming desire to make love and reproduce. The mutants were everything virile on a boy, everything sexy on a girl, combined into a new and irresistible perfection. The carriers were mutants who could turn others into mutants. Marlene felt Suzy getting inside her. In, in, in and in some more. She rode the moment and made no attempt to understand anything. The thought never hit her. Suzy had let her base instincts take over, and so the little bunny had begun a rapid set of thrusts inside of her teacher. That huge cock was almost longer than Marlene was tall. Big deal. Moreover, she could feel that seed blooming in her, spreading a much more satisfying warmth in her body, her mind, her soul. Merely getting fucked was enough to sate her, but she had that alien knowledge within her that running this all to completion would be even better. It didn't take long. She heard Suzy cry out in bliss. She felt warm milk spilling on her back. She felt potent cum filling her, and then swelling her. She smelled an incredible abundance of girljuice that had splashed out as if it had been contained under pressure. The cute, the adorable and now furiously blooming Suzie had popped her cock's cherry with flying colors. Marlene whimpered, her entire self acting up on her, emotions confused as she knew she was being rewritten at the core yet powerless to do anything about it. Her nipples had never been this sensitive before, not as full of her freshly produced milk. Her clit felt like a mere breeze of air could set her off. And while the initial urge was over, she would've said yes to Suzy any time of the day, any day of the week. "Can you take it all in?" said the bunny. "I... I don't think so. Not yet." "Okay. I'll go finish off in the bathroom." "Look both ways before you come out." Suzy pulled out, backed herself to the door and peeked into the corridor. Seeing no one, she slipped into the bathroom just across and came into every stall and every sink one after the other. She had to put out at least four times she amount she gave her teacher before she felt relieved and empty. Sneaking back into the classroom, she found Miss Marlene sitting up, her back against the wall, caressing her belly with a loving look on her face. She looked nine months pregnant with quadruplets, just from the intake alone. She wasn't even ovulating... correction, she wasn't supposed to ovulate. She was now. She wasn't supposed to have this six-footer of a dick, but she has one too. Jet black, on a backdrop of white fur and golden blonde hair. "Cool!" Suzy exclaimed. "You got my cock, I think." "Cock?" "Is that what they call it?" "...Yes. Yes, they do. Where did you learn that?" "Yesterday. On the Internet. I asked Google what was going on with me. I couldn't find anything but I ran into stuff that made me feel weird." "Hot and bothered, dear. We say hot and bothered." "Is it when you want to...?" "Fuck. Yes, it's when you want to fuck." ------------------------------------------------------------------------------------------------------------------------- Miss Marlene tapped on her desk to draw attention from her class. "Everyone, before we begin today I've got a few announcements to make. First, you noticed I got the class to relocate to one of the gyms so we don't feel cramped inside of the main campus anymore. We'll be using it until the end of the school year. I had special bleachers installed, paid out of my own pocket I gotta say, so that you'll have enough room to sit and see me despite your own selves. Because of how much variation there is in all of you, I've not prepared any desks, but I will hand out clipboards so you can still do your class work. From now on, I expect all class work and homework to be handed to me in a hermetically sealed clear plastic sleeve, with three holes so I can put them in a binder. Likewise I expect you all to have a waterproof, hermetically sealable pencil case by Monday next week. You will use NASA-grade pens from now on instead of pencils. If you make a mistake, just strike out the word and write it again - I won't deduct points, so don't worry about that. You'll have all noticed that my ears have grown a bit longer. You can thank Suzy for that, since she's the only rabbit in the class, and I think I can openly say that I love the look of them on me. I intend to wear a little bit of all of you by the end of the year. Now, I ran a pilot project for a while and I think it's ready to go into full swing. Starting today, I am introducing a new module to the class, and it will count for your entire final grade. There is no class work for that, and only one test. You can take the test as many times as you like, but you only need to succeed once to pass. If you wish, you can take the test again even if you've already passed if you want to try and improve your grade or challenge yourself. If you have not passed the test yet, I require that you make an attempt every school day. You are free to practice with your classmates as you desire. The test will consist of lovemaking. You must fuck me once, and I must fuck you once. The order is at your choosing. You can be rough or soft, you can be romantic or use dirty talk, I don't care, anything goes. When the test is over, I will grade you and update your mark in the system if it's the first time you take the test, or if you scored higher than last time. I will also specify that Suzy has already passed the test, however she is still required to take it with me every day in order to keep current on her skills. You are free to upgrade yourself using her at your heart's content, providing you can still get through the doorways at the end. She has the right to refuse, so do your best to land on her good side. I'm the only universal receiver in the class, so I'll get traits from all of you - unlike you all who will only improve from making love with Suzy, as she's the only carrier that I know of so far. If any of you ends up being a carrier as well, I must be informed immediately. By the way, you can fully expect me to give you zero on your test until the very last day of school. Sorry in advance, but life isn't fair. Just try not to miss class on June 23 if you know what's good for you. I want everyone to be ready for when I hand you off to Mrs. Davidson next fall, who will most assuredly have gone balls-out insane from not having had anyone to put them into, her own husband included. Until then, you are expressly forbidden from even touching her, and doing so will result in an automatic expulsion with no appeal. I and Suzy will be the only ones to touch Mrs. Davidson, we already have, and we won't do so again until the first Tuesday of September. And on that day, I get first dibs with Suzy second. I'll write today's schedule on the board. We'll begin with a round of lovemaking tests until recess..." She had the hardest time in the world reaching for the board with her six enormous tits in the way. Wrapped up in the biggest, loosest blouse and skirt she had gotten her neighbor to buy on her behalf in sheer emergency, she still filled the outfit to nearly skintight proportions. Hadn't had time to tell him to buy her new underwear too but this was something she'd have to do in person eventually if she wanted any hope of doing it right. At least in the meantime she had the relief that her musk was fighting with that of the rest of the class, shielding her from desires well enough that she could keep her head clear while she did her job. Writing item after item down the schedule, she came to sit on top of her own gigantic balls. Eighteen well-padded testicles that reached her ankles when she stood up, hanging low. Fueling three big black horsecocks out of a pair of sheathes. For a reason she hadn't figured out yet, the third one had decided to sit apart in its own space. She couldn't get them down to tiny proportions like Suzy could do so effortlessly but she could at least get them down to a mere two feet long, just peeking out of her skirt rather than jutting out of it outright. Her chalk snapped in two. Surprised, she let go of the other half. Backing up, she leaned sharply over to see where the pieces had gone. Her skirt rode up, exposing the perfect moons of her ass. The boys and girls would see both of her pussies and both of her tailholes now. She wanted to leave the surprise for after lunch. Just as expected, the sight was met with a collective chant of approval. She stood up, threw both pieces of chalk into the bin, pulled her skirt down. She put her hand on her hip, stared at her class, and clicked both of her tongues in her mouth. The loud noise made everyone perk their ears. "Now, *who's fucking first?*"