Ishtar continued to try to move the toy in and out of her body through her gym shorts. But it was simply too difficult to move it very far with her shorts on. The young woman moaned partially out of frustration and partially out of arousal as she struggled with the toy. Finally the blue haired student pulled down her gym shorts so she could more easily reach the dildo and begin to push it back and forth. Every thrust forced a gasp or shout from the young woman's lips, even as her free hand reached up and grabbed one of her breasts through her shirt. She slowly began to fondle it even as she could feel the pleasure begin to build inside her.

Aisaka watched her attention fixed on Ishtar as the student pulled down her gym shorts. The phantom would just float there watching enjoying the sounds and sight that the student was making. Aisaka mouth only began to water as she saw Ishtar grab one her mounds. The feel of the students luscious mounds still fresh in her mind. The thought was enough for her hand to wrap around her hard phallus and begin to stroke it. It must be contagious because now she has me playing with myself. Aisaka had repressed one of her own grown as her free hand began to fondle one of her breast. She could only continue to watch hoping the show would get better.

Ishtar continued to thrust the dildo inside her faster and faster as she gasped and moaned. The young woman's shirt was starting to be too restrictive as she reached down and pulled up above her breasts. Very quickly, the young woman grabbed one of her breasts again as she began to pinch her nipple. Her cries only got louder and higher pitched as she could feel the pleasure building within her closer and closer to ecstasy. She knew it wouldn't take too much more to drive herself over the edge.

The cries of passion coming from the student were music to Aisaka's ears. Her lust filled eyes gazing upon the student watching Ishtar sink deeper into her own lust. Aisaka licked her lips seeing the skin of Ishtar's breast again. The phantom was now stroking her twitching and throbbing phallus with greater speed now. She had been holding back for much longer then the student, when she realized she couldn't hold it in much longer. She would quickly float behind one of the shelves finally allowing herself release. Her spectral juices splattered against the wall while Ishtar's growing cries of passion played like a sound track in the background.

The young woman soon released a wail of her own as she threw herself over the edge with the constant thrusts of the phallus. The young woman head pointed skyward as she filled the room with her cry of passion. Only as the cry died away, did her head fall forward as she struggled to deal with the aftermath of her own orgasm. The blue haired girl's eyes went wide in shock as she realized what she had just done in equipment room where anyone could have walked in on her.

Ishtar didn't have to worry about any one walking in one her, as the gymnasium was mostly empty at this hour of the day. Aisaka couldn't help but to mischievously grin at the worn out form of the blue haired student after her climax. The look on Ishtar's face was rather amusing to her. It was apparent that the student didn't play with herself in places where she would be found out. Aisaka began to fantasize about taking the young woman in a variety of scenarios. These fantasies would be projected into Ishtar's own mind. This was done through the dildo it having been directly linked to Aisaka. The student would begin to see herself being taken by some sort of shadowy figure. The image would change after a few minutes and Ishtar would see herself having sex with the same figure in a different part of the room. Due to Aisaka not having direct contact with the young woman these fantasies weren't very strong, but was still likely to have an effect on the student.

As Ishtar slowly came down here orgasm she realized that her imagination was suddenly start to get the best of her, as she began to imagine herself being taken by someone. She couldn't quite make out the figure as it was dark and and somewhat undefined in her head. All she could see what it sitting over her thrust over and over into her prone body. Slowly both her and the shadow faded away, only to replace with a nearly naked version of her leaning over a pommel horse. Behind her the shadow creature was thrusting again into her from behind, this time its hands reaching around her and playing with her breasts. The young woman was surprised at how aroused she was, even after her orgasm.

Ishtar wasn't the only one who was currently worked up. Aisaka would shake her head bringing herself back to the current situation. Looking down she could see that Ishtar was still rather turned on. An idea suddenly crossed her mind as a smile crossed her face. She would float down so that it looked like she was sitting on the pummel horse. Her legs were hanging over the side of the horse, so it looked like she was sitting side ways on it, before she decided to materialize. "hm what do we have here. I thought I felt something going on with that toy I gave you. Apparently you were just playing with yourself." Aisaka would let out a giggle as the memory of watching the girl play with herself came back to her. "You still looked rather turned on. I could help you relieve the rest of that tension." Granted this hadn't been in her original plan but there was no harm in improvising at this point.

Ishtar looked up to see another image appear on the pummel horse. At first the blue haired girl thought it was the shadow image from earlier, but it was becoming clear again it was Aisaka sitting side saddle on the pummel horse. She seemed to happy to see the blue haired girl using the dildo that she placed inside the blue haired girl. She giggled as she seemed to be lost in thought for a moment, just before she could mentioned that she could help. The young woman was a bit hesitant at the offer. Help me? How would you help me. She still felt aroused even in presence of this ....what ever she is, she could only assumed that her body wasn't ready to calm down.

Aisaka could see where Ishtar was coming from. It wasn't easy for her to interact with the material world in her current state. Floating off the mounting horse she floated towards one of the shelves and seemed to be scanning it for something. When she didn't find anything she moved over to a different shelf on the other side of the young student. Hmm all of this stuff is rather useless. Aisaka's head would drop rather dejectedly not being able find anything useful on the shelves. "How am I suppose to help Ishtar-chan, if there is nothing useful in this place?" She would kick a dodge ball in front of her, or rather made it look like she kicked it. The ball would bounce off the wall causing something to be knocked over on the other side of the shelf. Phasing half her body through the shelf she would see something on the other side. That might actually work out.

The next thing Ishtar would notice was a CPR Dummy walking around the corner. The dummy looked a bit more life like then it should of been. "Ha ha I'm such a genius. With this temporary body I can help you, and of course by help I mean fuck." She would begin to walk forward only to suddenly trip and fall to the ground. Aisaka would float out from the body with a scowl on her face as she looked at the dummy. "Stupid dummy !" She again would kick it sending it flying across the room, as just floated there obviously dejected about not being able to help the young student out.

Ishtar watched as the spirit continued to float around the room. Aisaka seemed to be searching for something and appeared to be be frustrated in not finding something. The young woman let out a sharp shout as she saw the spirit pick up a ball and kick it for distance. As the ball when flying through the room, Aisaka wondered how she would help out the poor student. The ball hit a wall and made something out fall on the other side. Curious the spirit went off to investigate, meanwhile the blue haired girl struggled to stand up not sure what to make of all of it. She was still trying to be careful when she stand, softly moaning as she moved up and the dildo moved in her.

Ishtar was shocked to see a moment later a full on CPR dummy was walking towards her. Aisaka was somehow possessing it, making the mannequin move closer and closer to the young woman. It kept getting closer and closer until it suddenly tripped and fell to floor. The spirit immediately popped out of the mannequin, upset that the dummy was so difficult to move. She kicked across the room, sending it flying to near where Ishtar was standing, the young woman jumped a bit with shock. Even more so as felt like the dildo thrusted within in her. She could only look at disbelief at the mannequin now sitting on the ground as lifeless dummy on the ground, W-why did they have to make it so realistic.

"I don't know, maybe they wanted you to feel like you were giving CPR to a real person." Aisaka had begun to slowly float down towards the ground. Her eyes were beginning to turn that solid red again, as she grew more frustrated. Her feet would touch down on the ground. Her eyes would suddenly return to normal while she looked down at the floor. The phantom was wondering why she wasn't phasing through the floor at this point. Lifting one of her feet up she stomp it onto the ground. The result was apparently her foot not going through the ground. Looking at her hand she would notice a light peach color lying on top of her body. Aisaka would look back at the CPR dummy then back to her hand. Reaching her hand out she would pick up a small ball up in her hand. Aisaka was apparently confused on what was going on at the moment, but she knew it had to do with the CPR dummy.

She was beginning to wonder if she had replicated the material the dummy was made up of to some degree. It didn't feel integrated into her, feeling more like an external armor. Aisaka wouldn't float but instead walking over to the dummy again. Placing a foot on the dummy abdomen she would close her eyes and focus. It hadn't been long before she opened her eyes again, the peach color having grown stronger in color. Ishtar would see that Aisaka was becoming more visible and solid in nature. Granted the clothes she wore weren't becoming more solid, but the rest of the phantoms body sure was including the rather hard like phallic appendage. The phantom would look up at Ishtar with a grin on her face. This time she would float over to Ishtar and lean in very close. "Looks like I'll be able to help you after all." A light giggle would leave her lips, before her own would lie down upon Ishtar's lips. Ishtar suddenly backed away a bit and raised her hand up to her own mouth. "I actually felt that." She sounded rather surprised that she could actually feel the texture and warmth of Ishtar's lips.

Ishtar watched as Aisaka moved around in frustration, however, when she stepped on the ground. The blue haired student, watched as the spirit looked down in amazement that her foot didn't enter go through the ground. At first the young student, couldn't understand what was going on as the spirit looked at her own hands. The spirit picked the ball and squeezed a bit more as idea seemed to light up her face. Aisaka moved over to the mannequin and began to concentrate on the dummy as she placed her foot on the ground. Right before Ishtar blue eyes, she saw the spirit become more and more solid...at least most of her did. The young woman couldn't believe her eyes as the spirit, but not her clothes, had finally become solid.

The phantom smiled widely as she looked over as Ishtar. The spirit floated over to the blue haired student and leaned in close telling her that she will be able to help the poor student. With that Aisaka leaned in and kissed Ishtar, Ishtar blinked in disbelief as she actually taste the spirit's lips. After the moment passed the young woman pulled back a bit and raised her hand to her mouth as she realized she could now interact with the spirit fully. She shook her head in disbelief as she realized that now the Aisaka can do whatever she wants with her.

The young student wasn't the only person having the same realization. It wasn't long before Aisaka was back on top of Ishtar. One of the phantom's hands would dip in between the young woman's legs, as she began to move the dildo inside the young woman slowly side to side. Aisaka's free hand would begin to fondle one of Ishtar's breasts, occasionally pulling at one of the woman's hardened peaks. The phantom seemed to be rather pleased with the sudden change in the situation. "Now I can play with Ishtar-chan all I want." Her hand was beginning to move the dildo in a thrusting manner now, as she spoke. "You can't be satisfied by this simple toy now can you Ishtar-chan." Her voice was hinting that Aisaka had something that could better pleasure the young student.

Before Ishtar could react the phantom was upon her again, pinning the blue haired girl on the floor. Ishtar could feel Aisaka's hand move between her legs, she started gasp and moan as she felt the dildo in her begin to move from side to side. She let out a shout when a hand grabbed and fondled one of her mounds, the phantom had a wicked grin on her face as she saw the way Ishtar reacted. The young woman moaned with every thrust even as the phantom spoke to her. Ahhh...what....ohhhh....what are you pl.....uhhhh....planning to do? Ishtar looked down as she could the bulge in her skirt.