While all the good (and not so good) students focused (or at lasted pretended to focus) on the instructor at the front of the room, Eve walked casually up and down the isles. Invisible to human vision, she studied each girl she passed in turn, the way a human might inspect produce for freshness before purchase. Her barefoot falls were almost silent, only audible over the teachers droning instruction if someone was listening for it. Her tentacles writhed in air behind her and down her back, leaving only the promise of a hint of a touch on any girl they happened to graze. Some of the them noticed and looked around before shrugging and returning their attention to the front. Most oft them didn't even do that.

This was a larger, first-year type room, easily seating 40+ students in a sloping arrangement more akin to an auditorium than a classroom. Eve crossed the room once, then again as she mentally whittled down possible choices. The third time, she made her choice: a miserable looking young thing with log brown hair arranged in pigtails, currently slouched at her desk in a vain attempt to hide a voluptuous figure. Eve stood in front of the seated girl, who in turn looked right through the invisible monster. Wirelessly, she accessed the schools electronic database, searched for and found Gwen's records a moment later. Eve01 smiled and giggled to herself, her laughter easily audible to the girl before her.

Eve then waved at Gwen dismissively with one hand. The pencil that Gwen had been using to write with suddenly leapt out of her hand rolled off the desk, and on to the floor. When the student reached down to pick it up, the top button of her blouse, pulled bye Eve's telekinesis, suddenly pooped right off. It clacked to the floor and rolled out of reach. The second button began to strain as well. At the same moment, one of her tentacles lashed out and jabbed at Gwen's outstretched hand, delivering a payload of her nanomachines and retracting so swift that the pinch of injection was hardly noticeable. What would be noticeable however was the fact that Gwen's bra suddenly felt very tight, and was growing tighter by the second.

Of course Eve could only make the poor girl think she felt her breasts suddenly growing in the middles of class. In truth nothing had changed.

But Gwen didn't know that.

Gwen sat uncomfortably in the small desk. She was NOT enjoying her first day in class. She hated this uniform - it was like something out of a porn film on even the slender girls...on her it was positively humiliating! She had worn her strongest and most reliable minimizing bra today, but she had still been feeling the jealous (and lustful?) eyes of her fellow students on her all day.

She sat with her back hunched and her arms on the desk in front of her, trying to obscure her breasts as best she could and counting down the minutes until class was finished.

Gwen sat upright when she thought she heard a giggle from the room in front of her. At that same moment, the pencil she had been using dropped from her hand onto the floor. Blushing a little, Gwen reached down to pick it up -

Oh no. Oh NO! She gasped a little as the top button of her sheer white blouse shot across the room out of sight, with the second straining and ready to follow.

She straighted up in her chair, clutching at the front of her shirt. Her bra was suddenly uncomfortably tight. She felt like she could barely breathe.

Taking shallow breaths, Gwen tried to compose herself and keep taking notes. What was happening? Were her breasts...growing?

Eve's giggled again; the mortification on Gwen's face was priceless! Already the nanomachines in the students body were being to report heightened anxiety in their new host, even as they spread an multipled in her blood stream. Eve knew she had picked wisely.

With a graceful spin to one side of Gwens desk, the playtoy altered her voice and whispered just low enough for Gwen to hear "...yeah, its hers. Gotta be..."

Then in a new voice and new position at her side, Eve replied added "... you mean that button came from way over..."

Then the in the first voice and original position Eve went on. "...bigger than that one pornstar we got here...whats her name..."

Back to the second voice. "...totally freakish. For real..."

The whole while this 'conversation' was going on, the feeling of tightness increased, and Eve began to tug downward on Gwen's bra straps with her mind, making it seem as though the growing was causing the garment dig into her skin. This she followed up with a flash of arousal -- not enough to overpower the girl's sensibilities, but enough for her to recognize what it was.

The blush was hot on her face as Gwen struggled to keep calm. She could hear the other girls in the room commenting on her breasts, saying that she was bigger than some porn-star...oh god, what was happening? This was like a nightmare!

Still clasping the front of her blouse together with her hand, Gwen winced as she felt the wide straps of her bra digging into her shoulders. There was no denying it - her breasts were getting larger! She had a quick flash of herself bursting out of her clothes in class, with tits the size of watermellons flopping out on the desk. No! She had to get out of here!

A hot flash ran through her body, and she felt herself becoming...turned on? Why? She didn't understand what was happening to her body. She squeezed her soft thighs together under her skirt and bit her lip. She wanted to run out of the room, but that would only attract more attention.

Trying to act nonchalant, Gwen got unsteadily to her feet. She started walking towards the door, slowly, taking small breaths and focusing on putting one foot in front of the other.

In truth, non of the other students had a high enough opinion one way or the other about Gwenyth to care she was leaving. One or two glanced her way just because they could see movement out of the corner of her eyes, but they soon turned back to what they were doing again. Only a scant few looked longer, because she was a looker weither she believed it or not.

Eve tailed behind her, extending her tentacles so that they hovered to the sides of Gwen's head. The tips shifted, melted and changed into little mouths. Mouths that spoke juts loud enough for her to hear.

"...going on with her..."

"... love to get my hands on..."

"...just showing off now the bitch..."

With each comment, Eve began to tug tighter on her bra, and stated pulling on her blouse as well. Even held in place by her hand Gwen could feel her second button lose its battle with her 'expanding' chest, popping of with a small pop that seemed loud enough (to her) to wake the dead as it fell into her hand. In time with that pop, Eve triggered another wave of arousal, again just enough of a twinge to be felt. Gwen's mind was still her own. For now. She let the arousal fade once more, then used her telekinesis to tease and pinch the girls rather impressive nipples as she walked. She made it into a game, too see if she could get her blouse to tent up over the nipples before Gwen could escape the room. Tits that size must have nipples you could see from across the room.

Her blush grew hotter as she heard the girls around her talking, commenting on her body, expressing anger, jealousy, and desire for her. She had to get out of here!

Another button flew off of her blouse! The ones that were left were strained to the breaking point, and she was already exposing a sizeable amount of her bouncing chest, even behind her clutching hands. Another unexpected wave of arousal made her stumble, her prominent butt bumping another girl's desk. Why was she getting turned on?

Gwen struggled to walk as fast as she could with her shirt held closed and her thighs pressed together under her skirt. She could feel herself growing damp under her panties, which just added to her confusion.

As she moved, her "enlarging" breasts slipped up in her bra, exposing her nipples, which felt hyper-sensitive against her blouse. They instantly began to harden, and trying to cover them with her hands just made it worse. Soon they had reached their humiliating full size - as big around as her finger, and a full inch long, aching for attention.

When had this room gotten so big? She was almost to the door now, but it seemed like it was taking an eternity.

Well that didn't take long, Eve thought as the girl's nipples made their presence known. By now, she didn't have to fake the attention of the other girls in the room, several of them were actaully looking at Gwen. The one who's desk she bumped into, who was actually full interested in the lesson made eye contact with her and snapped, "Hey, slut! Down in front!"

It was a perfect opportunity. When the other girl called her a slut, Eve sent a powerful pulse of arousal through Gwen's body, even as she pinched her nipples with an invisible telekinetic hand. Figuring she was primed enough, Eve decided it was time to get the show on the road, and get Gwen alone for the next phase.

She changed her voice again, making it sound exactly like Gwenyth's own. "Don't pretend you aren't loving this, cunt," she cooed seductively in her ear. Just as Gwen reached the door, Eve gave her top one final tug, pressing the material of her blouse firmly against her breasts, robbing her of breath before they tore fully, all of remaining her buttons popping free, and a few seams to boot with a sudden and loud RIIIP! The seams of her bra began to strain as well, Gwen could almost hear them failing. More and more real pairs of eyes fell on her, and one nipple began to peak out of her tattered shirt and straining bra.

"Better run, slut." I'll see you soon," Eve purred in Gwen's voice.

"Hey, slut! Down in front!" The angry girl shouted at Gwenyth, causing most of the room to look at her.

Oh, god! Gwen blushed furiously, fighting off the intense wave of lust that washed over her. She stumbled again as she felt invisible fingers tweaking her aching nipples. As she regained her balance she felt drops of moisture begin to leak down her thighs from her panties, which were growing more wet by the moment. The girl was right - she WAS a slut. That's how she was acting, anyway!

Gwen turned her head, gasping as she heard - her own voice? - taunting her, calling her a "cunt." She made a mad dash for the door, the last few feet seeming to stretch on forever.

Freedom was within reach, when -RIP!- the remaining buttons failed, clattering to the floor! Her huge tits swelled up out of her bra, one aching pink nipple sticking out in the cold air of the classroom.

Dying of humiliation, Gwen ran out the door and down the hallway, her heavy breasts bouncing, throwing her off balance. Her tattered clothing hung off of her chest, and she futilely tried to keep her body under cover with her hands. She heard voices from up the hall and, without thinking, dove into the nearest restroom, got into a stall, and slammed and locked the door behind her.

Sitting on the toilet seat, Gwen crossed her legs, feeling the dampness in her crotch. She held her arms around her chest protectively, taking deep breaths and trying to keep herself from growing any larger.

Eve floated soundlessly and invisible along side Gwen as she dove in the bathroom, stopping at the entrance as her prey threw herself in a stall and locked the door. Sealing the door behind them with her mind, Eve made herself visible, then changed her shape into a perfect copy of Gwenyth, complete with tattered shirt, failing bra, and damp panties. As the girl in the stall struggled to contain her 'growing' breasts, Eve's invisible hand continued pinching her aching nipples, but began to ease up on them with each breath, allowing Gwen to begin to calm down somewhat before she final released them.

Before she could gather her wits about her enough to realize that her breasts haven't been growing after all, Eve stopped floating, and settled to the ground in the plain black uniform shoes that Gwen herself was wearing. Her landing was audible in the otherwise silent bathroom. She then began walking ever so slowly toward the stall where she was hiding, swaying her hips in wanton manner. As she drew closer, Eve began to telekineticaly massage Gwen's pussy, the motions causing her wet panties to making a naughty, sloppy, wet sound that seemed to echo in the stall, even through her closed legs. The closer she got, the faster and more intense she groped Gwen, even as her walking pace remained the same.

"Oooooh, Gweeeeen," She cooed in Gwen's voice again. "Come on out, love. You can't hide from me. Not any more. I think its time we met, don't you?"

She stopped directly in front of Gwen's stall, turning to face it. Her feet were plainly visible at the bottom of the door. "Ah," she said finally. "There you are." The lock bent to her power suddenly sliding back, and Eve suddenly pushed the door open with a loud bang. As she did so, she sent a shaft of mental force in between Gwen's legs, penetrating her with nothing more than her mind. Blocking the doorway, Eve-in-Gwen's form smiled wickedly, bending over enough for her breasts to spill out of her top, nipples stranding proudly erect in her victims face.

"Gotcha," she said. "Time you and me had a talk, cunt," she said even as her telekinetic shaft continued to pulse, writhe, and even vibrate in and out of Gwen's pussy.

Panting in the stall, Gwen focused on her buzzing nipples, trying to get them to calm down. Slowly but surely, they did. She continued breathing deeply, starting to feel a bit more in control at last...

Footsteps! Someone was in here! Gwen hadn't heard the door open, so had someone already been in the bathroom when she burst in? Had they seen her? The steps seemed to be getting closer, and Gwen began to panic - but was interrupted by a strange rubbing sensation between her legs! It felt like a hand was groping her pussy! The humiliating wet sounds coming between her legs echoed in the bathroom - it must sound like she was masturbating, she realized with horror! She stuck a hand between her legs and grabbed herself, trying to muffle the noise, but nothing worked.

A voice called to her - a British-accented voice that was strangely familiar. Who was it?

The footsteps stopped outside Gwen's stall! Gwen stared up in fright as the door was slammed open to reveal - her!? It was an exact twin of herself, right down to the long, disheveled hair and humiliatingly exposed breasts! What was going on?

All thoughts fled from her mind as she felt something POUND into her wet pussy, between her clenched thighs! It felt like something was inside her!

"Ah! Ge-get away!" Gwen shouted at the copy of herself, while her own legs spread open uncontrollably, the unknown intruder continuing to pound inside her, making her gasp. Her hand was still covering her crotch, and she found that the thick mat of pubic hair was soaking wet with her own juices.

"Ooohhhh you don't mean that," Eve warned in Gwen's voice. Standing back up in the entrance to the stall, she started to rub her hands slowly over both of her breasts, playing close attention to the hard nipples, which she pinched between each of her fingers at each pass. As she did so, Gwen could feel invisible hands doing the same thing to her own chest, was even able to see her nipples flicking and being pinched even though nothing was touching them

"In fact, you want me to stay. You need me to stay. Look at yourself," she said as she lowered her hands to her skirt and lifted it up. Her pussy was soaked to transparency, her tangle of pubic hair as flat as a soaked carpet. The simulation of her nipples and breasts -- both of their breasts -- did not stop as she dis this. Nor did the impossible thrusts in Gwen's pussy. "This is what you really want, right here. I know you, you little tart!. I. Am You. And I want out. I tried of you pretending I don't exist. But we know the truth now don't we?" Eve closed the distance between them in the smallish stall, until she was standing directly front of Gwen, her massive chest filling up the girl's vision. "All those eyes on our bobs, the excitement at being seen, the sweet, sweet humiliation of being caught with out tits out. We loved it. You loved it!"

Eve's telekinetic thrusting writhed inside Gwen, bending, reaching, then finding and assaulting her g-spot, even as the nanomachines locked out the human's ability to achieve orgasm. Eve suddenly fell to her shapely ass in front of Gwen on the floor, her legs legs spread wide, her hand retuning to assault her own chest, and by extension, Gwen's as well. "Stop fucking fighting it This is who you are! A big-titty freak who gets off on everyone knowing she's a big titty freak!" Eve put on a good show, writhing on the ground in time with the thrusting she filled Gwen's sex with. "Your a sex-crazed slut, so act like one. My legs are wide open, tart! What are you going to do about it?"

The strange clone of herself began to rub her hands over her huge tits and rock-hard nipples, and as Gwen watched in horror she felt invisible hands on her own body! She gasped in surprise and lust as she saw her own pink nipples move as if they were being toyed with! What was going on?



Gwen couldn't help but look as the other her lifted her too-short school shirt, revealing the sopping-wet panties that exactly matched her own. The dark mat of her bush showed clearly through the thin panties, and she felt a fresh blush of shame at how wild and unkempt it looked.



"I'm not - AH! - not a tart!" Gwen gasped out, her voice quivering as her breasts were tormented and her pussy was pounded by an invisible vibrator. "I don't know who you AH AH AH are, but you're not me!" She shook her head furiously as the stranger with her skin came closer.



Gwen looked up in fear at herself, her view all but blocked by the other her's tits, sticking out lewdly over the top of her bra and the tattered remains of her school blouse.

"No! No, it's not true!" Gwen shouted, not wanting to believe with what the clone said, despite how turned-on she had become in the classroom. She never wanted this kind of attention! She never wanted any attention at all! She just wanted to be invisible, like she was a few short years ago, before she even needed a bra!



"Ahhhh!" Gwen moaned as she felt the force inside her twist and bend, touching sensitive areas that she didn't even know she had. She felt her body growing warmer and warmer as she tried furiously to fight off the feelings raging inside her.



"I - ahhhh - I am not a freak!" The words echoed in the poor British girl's mind - BIG TITTY FREAK, BIG TITTY FREAK! That was what everyone thought she was! She had come to this school to get away from the attention of others, and she was back to being a BIG TITTY FREAK!



Gwen tried to close her legs, but the thrusting force between them made it impossible. Her round ass was pressed back against the toilet seat, her lush flesh jiggling with each pound, while she watched helplessly as the slutty mirror image put on a lewd show.

Trying to conjure up the will and confidence to escape, Gwen grabbed on to the stall walls, her legs and chest shaking as the invisible rape continued. She took a wavering step forward, not looking at the clone sitting in front of her. She gasped and tried to jump, imagining herself leaping over the seated mirror-her and running out of the bathroom.

Eve laughed out loud as Gwen made her daring escape. The sound echoed throughout the bathroom many more times than it really should have. What spunk this human was showing! Such resilience! Most girls would be puddle of goo by now! Oh, but not this one; she was going to make Eve01 work for her dinner!

She decided to reward her meal for the challenge by offering her the illusion of a shred of hope. As Gwen jumped and Eve laughed, she gave the leaping student a boost with her mind, enabling the curvy girl to clear her head with inches to spare. As her shoes met the bath room floor outside the stall, Gwen would feel and see one last, painful tug on her nipples, be filled with one more thrust into her pussy, then suddenly the pulls and the thrust stopped abruptly, as it someone had turned off a switch. But the arousal remained, and intensified greater than before, chipping away conscious though with every rapid heartbeat. No sooner had Gwen landed than her knees buckled under her, by a wave a nanite directed lust, so intense the girl should cum right then, but found herself unable to do so.

Gwen fell to her hands and knees shaking, and in no time, Eve was on top of her, mounting her like a animal, her massive chest pressing so firmly into Gwen's back that she could feel the hard nipples through her shirt, with the rest of her mass all but spilling past the student's sides. "Fine then, cunt," Eve cooed into Gwen's ear. "We'll do this the hard way." Eve's tongue lengthened, and she licked the Gwen's earlobe. "You could have gotten away right now," she purred almost every word punctuated by the wetness of her tongue caressing Gwen's ear, "But you didn't. You fell to your knees and presented that luscious ass of ours to me." As she spoke, a long, purple tentacle as big around as her arm snaked out of her pussy, writhed in the air, unseen, then began to poke at Gwen's backside. "If you wanted me to fuck you, all you add to do was ask," Eve went on in breathy, honest voice. The tentacle meanwhile found no trouble in slipping into Gwen's soaked panties, where it slid around, brushing her clit several times before fining the opening to her sex just a bit below it. "And trust me, you DO want it. I would know."

With that, she thrust the tentacle deep inside Gwen's pussy, sending her tingling insides to overdrive in just a few short thrusts. Yet still the release of orgasm eluded her, drawing ever closer and yet never happening.

As Eve pounded her mercilessly from behind, she began panting as well. "Say it!" she screamed in her own building lust. "Say you want it, bitch! Admit it to me! Admit to yourself!"

The brief rush of triumph Gwen felt as she managed to jump over her mirror-self was immediately banished by an intense swell of lust through her body.

"Ahhh!" She cried out in passion and surprise as her knees buckled, sending her falling to her fours on the cold tile floor. Her huge tits bounced out of her ruined top and failing bra, her inch-long nipples achingly hard and almost brushing the floor.

She had to get up! She had to keep moving! Gwenyth struggled to crawl forward - but her attacker jumped onto her back!



Gwen shivered at the words and the licking around her earlobe. "Noooo," she protested weakly. She wasn't presenting her ass, she just...god, it was hard to think! Everything felt so good!

The lust-filled schoolgirl bit her lip as she felt something toy with her engorged clit inside her soaking panties. It was getting harder and harder to think of running. Her face burned with the humiliation of being here, on all fours, with her ass and tits exposed. She was acting just like the slut this creature said she was! What was wrong with her?!

"Ahh! No! No!" Gwen cried out as something plunged into her pussy, stretching it to the max. This person - this other HER - was fucking her!



Gwenyth desperately wanted to cum. Her body seemed to be unable to reach orgasm - even as her pussy was pumped and her sensitive nipples were driven into the cold tile ground. God, she needed to cum so bad!

But NO! She wouldn't give in to this being's demands! As horny as she was - so damned horny! - she wasn't a slut! She was being raped!

Gwen tried to squeeze her pussy, to force the invading object out.