***Disclaimer for Mature Audiences (18 Years+)***

This Story contains sexual content not suitable for those who don’t like fun. Which is a shame. And if you are one of the people under the age to read this, you know the drill. You have to close this file down, replace your retinas and erase the memory of reading this from your brain… Hey, I don’t make the rules. But other than that, enjoy the smut, my Fellow Connoisseur of Culture!

(And if you enjoy my work please become a patreon at patreon.com/PaulMichaels)

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Story by Paul Michaels

A Cosmic Change

Chapter Three: Cafeteria Madness

The cosmic chaos was starting to slip outside of Ms. Halsey's English class. As Jim was running down the hallway while carrying Rebecca, Princess style, in his arms. As he was running to Rebecca's office, an unexpected female sophomore who was looking at her phone and not paying attention got her hand bumped by Jim as he rounded the corner.

"H-Hey!" the girl exclaimed, clutching her wrist. "What are you doing? You almost ran me over."

Jim didn't notice what he did and focused on getting to the teacher's office as he and Rebecca disappeared down the hallway.

"Seniors are the worst sometimes," she muttered under her breath.

The girl then looked at her hand with confusion before noticing some tingling sensations coming from it.

"Jeez... He really got my arm! I think I'm going to be bruised for days..."

The girl's name was Ashley. She is a 16-year-old brunette girl who stands five feet eight inches tall. Not much else is known about her besides being a sophomore. She has long brown hair that is pulled back into a ponytail and hazel eyes.

She was wearing jeans, a green V-neck snap button blouse, and a pair of black flats. Her body was slim with no athletic build but a bit curvier than most girls her age but still on the petite side.

"I guess I'm just lucky this wasn't my face," Ashley said, rubbing her tingling hand.

Ashley didn't know that the tingling was caused by the cosmic energy that came from Jim when they bumped into each other. It left a mark behind as well as a mild tingle on her skin.

"Whatever... I need to go to the cafeteria so I can get something to eat. I hope there isn't a line."

As Ashley walked away while the tingling slowly went away she felt a small prickling sensation in her cheek. She didn't pay any attention to it though since she was already late for lunch and had to hurry to get food.

***

At the end of the hallway, Ashley reached the door leading to the main entrance. Before opening it, however, she noticed that she saw her next-door neighbor, Jillian Hart, walking towards the cafeteria. They were both sophomores at ESU and knew each other since their freshman year.

Jillian is a 16-year-old blonde girl with shoulder-length hair tied up in two pigtails. She stands 5'5" tall and weighs 115 pounds. Although she has always been very thin, she has gotten a little chubbier over the past few months especially since she started dating her boyfriend Michael. She has soft blue eyes, perky C-cup breasts, and a slender body.

Jillian was wearing a white tank top, a pair of blue jean shorts, and a pair of sandals. She was carrying her backpack which held her school books.

"Hiya, Ashley! You want to sit with me?" Jillian asked as she sat down on the table right across from Ashley.

"Sure," Ashley replied as she smiled.

The two girls ordered their lunches and ate together.

"You know, Ashley, if you wanted to, we could hang out after school today," Jillian said between bites of her turkey sandwich.

"Oh, um, I don't if I have time to hang out today. I might be busy."

"Aw... But there is a guy I want you to meet."

"A guy? Who is he?"

"Well, he is kinda new around here since he transferred to ESU last month. He's a good friend of Michael's and I know you're single now so maybe you'll like him."

'God! She's trying to set me up!' Ashley thought to herself. 'I just don't have the time to go out on a date with some random stranger.'

"Um... I'm sorry, Jillian. I'm sure he will find someone else. I'm not sure if I'm ready to start dating again yet. Maybe later..."

"Huh? Well, I guess you want to keep theft little girl body of yours from maturing," Jillian snickered.

"WHAT?! What are you talking about?!" Ashley shouted.

"Oh come on, Ash. If you're with a guy your hormones will kick in and you'll grow a nice pair of breasts. Like how mine have," Jillian stated bluntly, making Ashley blush.

"That's... That's not true," Ashley tried to explain. "It's just a urban myth, Jill. And why stupid I want bigger

"Yeah, that's what I thought too until I started dating Mike. I mean, do you remember how flat I looked last year? Now look at me. I've got those cute little boobies and everything. It's because I'm with a guy."

"I don't believe you. You just hit luck with a growth spurt. Nothing more," Ashley insisted.

"Oh, so you're saying a guy can make you fat and ruin your figure?"

"No! Of course not!" Ashley cried.

"Oh! Would you like to make a bet then?" Jillian said with a grin.

"What kind of bet?" Ashley asked, curious.

"If I'm right then you have to agree to go out on a double date with me and Mike. If I'm wrong then I'll stop bugging you and buy you lunch or something."

"Okay, fine," Ashley huffed. "But if I win the bet then you have to buy me a new outfit."

"Deal!" Jillian agreed as she held out her hand.

Ashley looked at it for a moment before shaking it. Jillian felt her hand getting tingly from the cosmic energy that came from her handshake.

'Huh? That tingling sensation came back and it's going up my arm? What is up with my arm?' Ashley wondered.

"So, who is this mystery guy anyway?" Ashley asked.

"His name is Brian. He's a 17-year-old transfer student and he looks really hot. Oh, and he's single too," Jillian explained with a giggle while rubbing her hand that she shook.

'Am I really excited to get Ashley hooked up? Because my hand won't stop tingling." Jillian thought to herself.

"So, this guy's name is Brian? Why haven't I heard of him before?" Ashley inquired.

"You probably wouldn't recognize his face since he's a total nerd like Mike," Jillian said.

"He's a nerd? So what does he study?"

"Uh, computer science I think?"

The tingling sensation was creeping toward Ashley's chest now.

"Computer science? Well, that sounds interesting?" Ashley said indifferently.

'Great, the boring type of nerd. Well, if I want to get a free outfit from Jillian. I'll have to play along and hang around this guy,' Ashley thought to herself while the tingling spread to her nipples.

"So, what do you say? Want to go on a date with us?" Jillian asked.

"Umm... I don't know."

"Come on, Ash. Don't be shy. I can tell you're interested. Come on. He's a simple nice guy and he's cute too."

"Why did you say I'm interested? I'm not interested in him!" Ashley argued.

"Oh come on, Ashley. You can't lie to yourself like that! Look at your nipples!" Jillian said with a smile as she pointed out Ashley's hardening nipples.

Ashley blushed furiously and looked away. Her heart rate increased dramatically and her breathing quickened.

'Oh shit! She's right! My nipples are rock solid! Why am I getting turned on by this? Damn, it can't be hormones!' Ashley panicked not sure if she should cover up her erect nipples or show them off.

"See? Your body is already responding to him. You're just trying to hide it from us," Jillian giggled.

'No. That can't be it. There has to be another reason for this. Right?' Ashley thought frantically while her nipples continued to stiffen under the tight fabric of her V-neck blouse.

"I-I'm not. I swe-," Ashley replied was interrupted by Jillian when she noticed Mike and Brian walking by the cafeteria.

"Oh, hold that thought, Ash. HEY BABE! COME OVER HERE! This is my friend, Ashley," Jillian said with a smirk.

Mike looked over and saw Ashley seated next to Jillian as she introduced her. His jaw dropped when he realized his girlfriend's nipples becoming erect through her white tank top.

"Hey, Ash. Hey babe," Mike greeted with a big grin while Jillian blushed. "This is Brian. He's a transfer student from California."

"Hi," Brian said while trying to ignore Ashley's fully erect nipples, poking the green fabric of her shirt.

"Thanks for introducing us," Ashley said nervously while looking down at her hands. 'Damnit! These things are still hard! Is there any way to hide these things?'

Brian was a tall and skinny young man. The first thing he noticed about Ashley was her large pointy nipples. They were covered by a thin green fabric of her V-neck snap button blouse that made them stand out even more.

"Um, no problem," Brian replied awkwardly. He tried to look past Ashley's breasts but couldn't help but notice how nicely shaped they were. 'Wow, they're not big but she looks like she'll mature in time.'

"So, Jill. Do you mind if we join you guys for lunch?" Mike asked politely while noticing Jillian's flushed cheeks from Ashley's obvious arousal.

"Sure thing, babe! No prob!" Jillian replied.

Once the four of them sat together in the cafeteria, Mike started to tease his girlfriend and her new friend.

"I see someone has caught Ashley's eye," Mike said with a grin.

'Augh! This tingling is so intense! It feels like my whole body is vibrating! I'm so horny from this! Why does this feel so good?!' Jillian thought while feeling her pussy twitch from the sexual teasing.

Ashley wasn't fairing better as the tingling spread across her torse and reached the valley between her tits.

"Umm... actually, I've been meaning to ask you something," Ashley replied sheepishly.

Jillian glanced down at Ashley's flat chest and watched her stiff nipples as they poked against the cloth of her blouse. 'These things are so hard!' Jillian thought to herself.

"What is it, Ash?" Brain asked while smiling at Ashley.

"Well, I was wondering if you could help me find a couple of books that I need for my class," Ashley said while keeping her eyes on Brian's face.

"Sure, no problem," he replied while watching Ashley's nipples poke the fabric of her blouse.

He's just staring at my chest. He can't possibly be thinking about anything else, right?

"Thank you," Ashley said with a smile.

"No problem. So, where do you need to go?" Brian asked.

"W-Well, the books I need are in the science lab room number two," Ashley explained while glancing down at her feet.

'Shit! My chest feels sore. Like just under my nipples,' Ashley thought with embarrassment. 'What's going on here? Why does this feel so good?'

"Okay, I can take you there," Brian offered.

"Really? Thanks!" Ashley replied excitedly.

"Yeah, it's no problem. Just let me know when you're ready."

The two friends walked into the hallway and went to room #2, where they found the door slightly open.

"Do you think this is okay?" Ashley asked timidly while looking over her shoulder at Brian.

"It's fine. Just knock before entering," Brian said reassuringly.

Ashley knocked gently and opened the door just enough to enter. She noticed the room was empty except for a few desks and chairs in the center.

"Is this the right place?" Brian asked.

"Yes, that's the right classroom," Ashley replied while stepping inside the room with Brian following her as he shut the door behind them.

Ashley looked around and noticed a few books laying on one of the tables. She picked up the nearest book and looked through it.

'Come on, where is the section on hormones?'

"Here we go!" she said to herself as she read the title of the chapter.

"That's your textbook?" Brian asked while taking a seat next to Ashley and sitting down. He could not help but notice Ashley's chest looked a little swollen.

"Yeah, it is," she replied while reading the words off the page.

The cosmic energy flowing through her body felt good as it passed into her breasts and caused the milk glands to expand in size. Her nipples became bigger and longer.

'Augh! Focus Ash! There has to be something about how to stop my hormones!'

Her mind raced as she read through the pages of the textbook. While her nipples grew larger, Ashley's pussy began to throb with sexual excitement.

"There it is!" she exclaimed while pointing to the paragraph on the bottom of the page. 'Now I just have to figure out what I need to do!'

She read the passage aloud. "'If you feel your emotions begin to get out of control, you may want to try calming techniques. One such technique is called the "Relaxation Technique.'"

"I don't understand," Brian said confused.

"It says we can use a relaxation technique to calm our emotions," Ashley explained while looking up at Brian.

"Like what?" he asked.

"You know, like breathing slowly or counting backward from 100," Ashley replied.

Brian nodded his head in understanding.

"How do you do that? Why" he asked curiously.

"Simple. Let's try it," Ashley said confidently.

She closed her eyes and took several deep breaths until she had calmed herself.

'Come on control this Ashley. Push that tingling away and focus.'

"Okay, now count backward from 100," Ashley told Brian.

Brian thought for a moment before answering. He was just staring at her chest as it seemed to be growing bigger. Like raising dough. What used to be a flat chest was now an A-cup.

"100, 99," Brian counted quietly.

Ashley smiled at him and raised her hand.

"98, 97," she repeated.

"96..." Brian continued as he stared at her chest and watched the nipples grow longer and harder while the cosmic energy flowed into them.

"95," he finished while smiling at her.

Ashley's pussy started to tingle with excitement and she felt a warm rush of juices flow down between her legs.

'Control Ashley. You need to be in control of yourself,' she thought while the tingling between her legs grew stronger and more intense.

"92, 91," Ashley continued counting while her lips curled into a seductive smile. She didn't recognize that she was behaving seductively in front of Brian as she continues to meditate with her eyes closed.

The cosmic energy flowing through her body intensified and she could feel the heat from the pleasure radiating throughout her entire body.

'Come on, damn it!'

She wanted to open her eyes and look at Brian, but she knew that would only make things worse. Instead, she focused on the sensations between her legs. The feeling was incredible as the tingling became more intense and spread into the rest of her body.

'Oh God,' she thought. 'This is so hot. It feels so good.'

The cosmic energy flowing through her increased its intensity and Ashley felt a warmth spreading down her legs. She looked over at Brian who was staring at her with wide eyes and his mouth open.

"What's wrong?" Ashley asked nervously as she saw the look on Brian's face.

He shook his head and answered, "Nothing."

"Really?" Ashley said while raising an eyebrow.

"I-I'm impressed how well you meditate," Brian admitted sheepishly.

Ashley smiled at him and rolled her eyes. 'Well, I guess I should begin again. The sensation isn't going away,' she thought.

She breathed deeply and slowly until she calmed herself once again.

"Okay, now let's try it again," she said while closing her eyes.

Brian's cock was getting hard as he stared at her tits which pushed her blouse tighter against them. 'Damn, she's beautiful,' he thought.

"90, 89," Ashley said while her breathing quickened and her heart beat faster.

'Come on Ashley. Focus. Be in control of your desires,' she thought.

Brian could see Ashley rubbing her thighs together which caused her to wiggle her hips. Brian become more intense as he watched her continue to count.

"88, 87," she continued as she arched her back and thrust her tits forward.

"86, 85," she said while biting her lip. Her eyes were closed tightly as if she was concentrating very hard.

Her nipples grew harder and longer resulting in her breasts swelling even more under her blouse.

Brian couldn't resist anymore. His hands reached out and he cupped her large breast in his palm as it filled up her milk glands.

"Ooh," Ashley moaned softly as he squeezed her breast and rubbed his thumb across her nipple causing it to harden.

He heard her moan louder and she opened her eyes to stare into his while continuing to count.

'Aungh?! What do I do? His hands feel so odd. They're soft and warm. And they are squeezing my breast...'

Her mind was racing as she tried to figure out how to respond. Ashley began to fondle her nipples against Brian's hand and enjoyed the sensation.

'Maybe Jillian was right? Maybe I should have sex with him?'

That thought excited her but also scared her because she was worried about being pregnant. She never really had much interest in having sex with men before she married, but she felt something different today. As the cosmic energy swirled around her, she found herself wanting to give Brian what he wants.

'God! What am I doing?'

The tingling between her legs intensified and Ashley could feel the heat building inside of her. While her V-neck blouse started to billow out as her boobs pushed it upwards from her jeans, the space between the snap buttons was slightly visible because of her growing breasts.

Brian was mesmerized by her tits and couldn't take his eyes off them as they grew to the size of C-cup. He loved how he could see the outline of her areolas through her shirt as she continued to breathe quickly and her chest rose and fell.

"84," Ashley said while she bit her lower lip and arched her back higher than before.

Brian watched as Ashley's fingers slid through her hair. He could see her long nails moving up and down as she massaged her scalp. 'No wonder why she has such nice-looking hair,' he thought.

His cock hardened further when she arched her back and thrust her tits forward. His hands slipped higher on her breasts as he squeezed them more firmly.

"83," she said while looking directly into his eyes. Her lips parted and she gasped for air as she inhaled deeply.

"82," she continued as she focused on her breathing.

"81," Ashley whispered softly as she arched her back again. The stress on her nipples made them harden even more as she thrust her breasts forward.

Her breath caught in her throat as she arched her back and caused one of her snap buttons to pop open. 'Shit!' she thought.

"80..."

As soon as she said that number, Brian's hands moved to her waist. He pulled her towards him as she leaned back and placed both of her hands on his shoulders.

"79, aunh," she said while pushing her breasts into Brian's hands and moaning quietly.

Brian moved his thumbs around her nipples and pinched them gently through her blouse. Ashley moaned louder as her knees buckled and she sat upright.

'N-No! How are my breasts growing so big? I can't believe it,' she thought.

The cosmic energies were swirling around her body, changing the molecules and atoms within her cells. It was like she was becoming super-human.

'What is happening to me?' she wondered.

*POP!*

Brian looked down at her as her breasts started to push her blouse upwards. He then noticed her other button was popping open as well showing an ever-developing cleavage.

Ashley was so enthralled by Brian's touch that she didn't realize her top had popped open revealing a hint of her round breasts. She started to feel dizzy and light-headed as she tilted her head forward slightly.

'Oh, God! What is this feeling? Why does it feel so good? Is this normal?' She thought frantically.

Ashley took deep breaths as her body trembled and her breasts throbbed. Her pussy grew wetter and hotter as the cosmic energy continued to alter her body. 'I-Is this what makes women go crazy with lust? Oh, shit! Am I going crazy too?'

Her hips weren't sitting idly by as they grew wider and her ass got bigger.

'Holy fuck!' she thought in disbelief as her boobs swelled up to D-cups. Threatening to break free from the confines of her blouse, her breasts began to swell and stretch as they pushed against the material.

Brian stared at Ashley's massive tits and couldn't believe how big they had grown. It was like watching a pair of grapefruit grow into two cantaloupes.

*Pop!*

Two more snap buttons gave way as her breasts broke free of her blouse and bounced free. The fabric slipped open and her huge tits sprang free.

"OH!" Ashley cried out loud as felt her new breasts for the first time. She bit her lip and moaned loudly. Her eyes were shut tight but she opened them slightly as she reveled in the sensations.

"Come on Ashley," she told herself, "calm down. This is ridiculous!"

She tried to calm herself as she looked into Brian's eyes, not knowing what to say.

He could see every detail of her pink nipples peeking out underneath her dark brown areola. He couldn't help but pinch them between his fingertips as Ashley's legs quivered.

"Damn, man," she heard Brian whisper to himself as he stared at Ashley's newly growing boobs.

The fact that she wasn't wearing a bra made them appear even larger than they already were.

The cosmic energies continued to swirl around her as her tits grew and changed shape. They continued to bounce freely while the rest of the snap buttons and the thin material of her blouse threatened to bust open due to her once-toned and skinny body WIDENE like it was getting bigger and curvier.

Brian's eyes widened as he saw her nipples get longer and thicker. Her cleavage expanded and her tits became even more voluptuous.

Her hips widened and her ass got bigger as they protruded outwards straining her pants. Her thighs thickened as did her calves which slowly spread apart.

"Y-You...you're not supposed to be seeing this," she stammered.

Brian put his hand on the small of her back and smiled at her.

Her nipples grew longer and darker as they stood proudly erect. They seemed to be growing at a rapid pace and now stuck out half an inch out.

Brian licked his lips as Ashley looked down at her breasts and grinned.

Ashley wanted to cover herself up, but she knew it would do no good because her tits were so big now, there

Brian's hands moved slowly down to her waist and he pulled her towards him once more. 'Oh, shit! I can see right through her jeans!' he thought excitedly as he moved his hand closer to the waistband of her pants noticing the strain on the jeans button.

*Pop!*

Her hips started to move as she rocked her body in response to Brian's touch.

*Snap!*

Another button popped. Ashley gasped when her pants started to pull down her plump ass.

Her hand went to the back of her neck as she arched her back and moaned out loud.

"H-Hey! Stop that!" she cried out.

Brian's hands moved to the zipper and he unsnapped it, pulling the zipper down slowly.

"Why should I, Ashley?" Brian said as he pulled her up from her seat.

'Eeck! When did Brian get so powerful? He's losing control. I have to get out of here before he takes advantage of me!'

Ashley tried to walk away, but Brian grabbed her arm and spun her around.

"Aunh!" she cried out as he pushed her backward towards the wall.

'No! Why is this turning me on? Aunh! Brian is looking so manly to me. I-I'm losing control!'

Ashley's face turned red as she realized she was being undressed. As Brian pushed her against the wall, she felt her pants slide down to her ankles exposing her pussy.

"I-It looks like you're losing control too," she said nervously.

Brian laughed at Ashley's comment as he pulled her blouse off her shoulders and threw it to the ground.

"I don't know if it's losing control if it's something you wanted?" he asked as he ran his fingers across her newly bulging belly.

Whatever thought about stopping this was crumbling fast in Ashley's mind. She didn't want to stop.

"Please... I need this... I think I need you," she whispered as Brian brought his mouth close to hers.

Brian couldn't believe it. A girl he likes wanted him. 'Hoe boy! DON'T FUCK THIS UP, DUDE!' He thought to himself as he gulped his throat.

Her eyes closed as she savored his kiss.

He moved one hand to her tits.

"Mmmmm..." she groaned as he pinched her nipple hard.

Her other hand reached up to his head and pulled him in tighter.

Brian was hit with cosmic energy as well during Ashley's transformation but it was subtle compared to Ashley.

"Nnggghh!" Ashley cried out as her new tits were crushed between their bodies.

Brian had never been so turned on by a girl before. Everything about her seemed hotter than any woman he'd ever seen.

'Aunh! I can feel Brian's muscles hidden under his clothes. I've never felt anything this strong,' she thought to herself as she slid her hand down to his crotch.

Their lips parted when Brian's cock came into contact with Ashley's stomach. It was huge and throbbing.

'Fuck! When did my dick get so big? Oooh! Ashley's hand feels great!'

As their lips locked again, Brian could feel Ashley's magic fingers wrap tightly around his cock.

"Oh... Ahh! Haah!" Brian grunted as he shot bolt after bolt of cum straight into Ashley's waiting palm.

This made her heart race as Brian's cock seemed to be pulsating inside her hand.

She knew she had to calm him down or he would pass out.

'How is this thing supposed to fit inside me? I'll never survive this.'

The moment was broken when Brian grabbed her legs and lifted her up against the was as his hips thrust forward and he slammed his cock deep into Ashley's pussy.

"Uuhhhh!" she screamed as her pussy stretched to accommodate Brian's large member.

"Oh fuck! Ashley! Oh fuck!" Brian grunted out as he held onto her thighs for dear life as he drove his cock all the way inside her tight little pussy.

"Aaahnhh! Aaaaahh! SO BIG! OH FUCK!"

Brian's cock felt even larger than normal as it slid in and out of Ashley's pussy.

'I thought losing my virginity would be painful!? AUNH! Shit! Brian is going to drive me crazy!'

"OOOHHHH! YESSSS!" she moaned.

Brian's cock was so large that it was actually hitting her cervix every time he shoved it in which made her wrap her legs around his waist and hold him in place.

"GAAAH! OH FUUUCK! OHHHHH SHIT!"

When he began to move faster, Ashley could no longer contain her screams. Her brown hair which was in a ponytail started to alter color beginning from the roots as her hair grew long and white.

'What's happening to me?' she wondered as her breasts swelled to twice their size making them bigger than her head.

"AAAAH! MMMM!" Ashley screamed out as she felt Brian's cock throbbing inside her.

*RIP!*

Brian's T-shirt was torn open from his widening shoulders and chiseled abs as he continued fucking Ashley.

"Oooh! Oh god! OOHHHH!" Ashley's body convulsed as Brian rammed his cock in and out of her pussy.

'Aaah! I'm cumming! I'm coming!' she thought to herself.

Her white skin took on a pinkish glow as her white hair began to grow longer.

Then it happened:

"Aaaaaahhhhh!" Ashley shrieked as her large breasts exploded into existence. They were two times bigger than her head and covered most of her chest.

"OH, MY GOD! OH MY GOD!"

As her boobs expanded, they started to produce milk.

"Ooooh! Aaaahhh!" Ashley wailed as the first stream of milky fluid shot out and splattered on the ground near Brian's feet.

She was so overcome by her orgasm that she didn't realize what she was doing until it was done.

'Holy shit I've never been so turned on in my life!' Brian thought as he redouble his efforts to pleasure Ashley.

"AAAAAAHHH! UUNNNNGGGGHHHH!" she screamed as Brian's large cock repeatedly slammed into her pussy.

His balls slapped against her as his pelvis smashed into her clit each time he pulled out and slammed it back inside her cunt.

"FUCK! YES! GIMME THAT COCK! AAARGH! AAAAHHH!"

Ashley's hands flew up to his muscular arms and squeezed him as her ass bounced off the wall.

She was beyond caring who saw her being fucked like this. She wanted nothing more than to feel Brian's cock inside her forever.

Her eyes rolled back in her head as she felt her pussy getting ready to blow again.

"Fuck! Ashley! I think I'm going to blow! Holy shit!"

"Oh! Yes! Fuck yes! Shoot it inside me!" Ashley screamed as she felt Brian's cock swell inside her.

"Aaah! Ummmmm... AAAAAHHH!" Brian yelled.

"OOOOOOOOOOOOOOOOOOOOOOHHHHHHH!" Ashley screamed as she arched her back in hopes to get Brian's cock deeper.

"AAAAAH! YES! OH FUCK ME BRIAN!" Ashley screeched out as she felt Brian's cock spasm inside her. He was about to cum inside her.

"ASHLEY! I'M COMING! AH!"

With a loud roar, Brian pumped load after load of cum deep inside Ashley's womb.

"Ahhhhh! Ahhhhhhh!" Ashley's scream echoed through the empty classroom as Brian pulled out and fell back to one of the tables with Ashley in his arms.

"D-Did you just come?" Ashley asked with disbelief.

Brian looked at her dumbfounded.

"Y-Yeah? Did you not want me to do that? I mean, I did."

'Huh? Crap! Did I say something weird? I don't want to lose him!' Ashley panicked.

"No! No!" Ashley said. "That was amazing. You're so big..."

She paused for a second before continuing.

"And... And I have to say, you are very hot too. I had no idea you were so good-looking!"

Brian laughed.

"Well thanks, I guess... Hey Ashley, would you like to go out on a date with me? We can just talk or whatever. It's up to you."

Ashley blushed.

'Aw! This would be so cute... If we didn't just have wild sex.'

"Uh... Yeah! Sure! That sounds fun!"

"Awesome! Man, I don't know why I was so afraid to ask you earlier."

Ashley grinned.

"Why were you so afraid to ask me out?" Ashley asked with a curious tone.

"W-Well, I find you attractive. Since the first day I saw you when I transferred to this school. A-And I thought you weren't interested in dating anyone. Especially from some Nerd Like Me"

'Hmm? Yeah, I probably would have blown him off. God, I would have been an idiot if I did. I don't know what brought about changes in my body, but I'm glad that it did. Now I can see how hot he is. So hot. What am I doing?'

"So you find me attractive before those changes?" Ashley asked.

"Of course! Who wouldn't? You're a fierce and strong woman, Ashley."

Ashley was surprised. 'This isn't his normal demeanor. Is he flirting with me now?'

"Plus all the changes just make you the most stunning woman I've ever seen." Brian said so matter of fact that it made Ashley's heart skip a beat.

'Aunh!? I-If he keeps this up. I'm going to melt!'

She stared at him in awe as she felt the heat between her legs begins to grow. Her nipples hardened as she pictured herself bending over next to him and letting him lick her wet pussy while his tongue played with her clit.

'When did I start having such naughty thoughts? Oh god, Brian!'

Ashley's mind raced as she found herself longing for his touch. She wanted him to kiss her lips and touch her tits.

But that wasn't happening right now.

The two were silent for a moment as they both basked in their own thoughts.

"You know," Ashley said with her cheeks turning red. "I have a lot of things I need to tell you. Things I've never told anyone about."

"Okay," Brian replied. "What do you wanna talk about?"

"About what I hope to do in the future? Like what I want you to do to me," Ashley giggled.

"Like what things?" Brian asked her with a curious look on his face.

"Well, like what kind of stuff you'd have to do to me if you're gonna marry me."

Brian was taken aback by this. "And what may that be? Tell me, Ashley."

'Oh, God! I can't believe I'm going to tell him this!'

Ashley bit her lower lip before she responded.

"Well, I would like for you to go down on me, if you want to be with me."

"Is there anything else?" Brain asked.

Ashley blushed a deeper red than she already was.

"Yes! Well, I'd also like for you to fuck me. Hard and fast. I want your mouth on my tits. And I want you to make me cum as many times as possible." she blurted out.

Brian smiled and asked, "Is there anything else?"

Ashley started swaying her hips.

'GOD! Why I'm I going to say this to him? Aunh! Fine!'

"I even want you to fill me up with every drop of your sperm. I want to have children, if that's okay with you."

Brian's eyes widened.

"Say that again," he demanded.

Ashley blushed, "Um... I want you to fuck me and make babies with me."

"Is that all, Ashley?" Brian asked with a smile.

Ashley didn't know what came over her when she blurted out this last request. But she knew it was her true desire.

'God! I can't believe that I said that!'

Brian stood up and looked into her eyes and said, "I think you're forgetting one last thing you want from me."

Ashley nodded. "Yeah, what is that?"

"Well... That you want my undying love for you," Brian stated as he leaned down and kissed her passionately.

'His undying love! Aunh! His words are stirring me up!'

"Oooh!" Ashley moaned as she wrapped her arms around his neck and pulled him closer. "You're corny."

They shared another passionate kiss before Brian broke away.

"Yeah, I'm a hopeless romantic," he said with a wink.

"Yeah, you are. You're just as cheesy as the rest of us," Ashley jokingly said.

Brian laughed as he rubbed her cheek softly. "Don't knock it till you try it," he teased.

"Shut up and go down on me!" Ashley snapped playfully.

With a chuckle, Brian bent back down onto his knees. He parted Ashley's thighs slightly before he began to lick her folds.

"Mmph," Ashley cooed as Brian licked her clit. 'Fuck! This is better than I imagined.'

"Aaahnhh!" Ashley cried out as she felt the pleasure overwhelm her senses.

Brian's tongue played with her clit as he continued to eat her out.

He could taste how soaked she was becoming as he lapped up her juices.

"Aungh! Brian! Your tongue is a fabulous instrument! Don't stop," Ashley moaned.

"It feels good, doesn't it?" Brian asked as he stroked her thigh which sends pleasure up her spine.

"Oh, yeah! It's so fucking amazing!"

'How does he keep making me feel this way? I've only just had sex with him!'

"Now, let's see what else you want," Brian whispered as he kissed her inner thighs.

"Uh-huh," she replied with a smile.

Brian's tongue kept her on edge until he finally took her clit into his mouth. Ashley screamed as her orgasm swept through her body.

"Aahhh! Gaaaahhhh!" she cried out.

"That's it, baby. Let it all out," Brian encouraged.

"Fuck! There is an itch! Aunh! Deep inside me! Do something!" Ashley whined.

"Deep inside you? I'll show you something," Brian replied as he flipped Ashley over onto her stomach.

"Wha? Huh? What are you doing?"

Brian positioned himself behind her and lifted up her ass so he could slide his dick into her dripping pussy.

"What are you waiting for?" She asked with a smirk.

"I want to hear you scream."

"Oh! Yeah! Please don't stop now!"

Brian slowly slid his cock into her hot hole. Ashley moaned as he filled her up completely.

"Uuugh! It feels so good! Oh, Brian! Fuck me harder! That itch is so deep!"

"It's still there, huh? I'm on it babe," Brian growled as he picked up the pace.

Brian grabbed Ashley's waist tightly as he slammed his hard cock into her wet pussy.

"Aaahh! Uuuugggghhhh!" Ashley cried out as she felt Brian's large tool pounding her getting closer to her womb. Closer to the itch that seems to be getting worse by the second.

"Aahh! OHHHHH! FUUUUUCK!" Ashley screamed as her orgasm crashed down on her.

"Hold on babe! You're not done yet!" Brian warned as he slowed his thrusts.

Ashley whimpered as she tried to catch her breath.

"Please! Yes, please! That itch is getting worse," She begged.

"Don't worry I won't stop until you're satisfied. RRRAAHH!" Brian roared as he pounded Ashley's wet pussy.

'Holy shit! He knows how to fuck! And he's huge! How did I ever get this lucky?'

Brian quickly picked up the pace again and he watched as Ashley's hips bucked in response. Her breathing became heavier and faster.

"OOOHHHH! BRIAN! FUCK ME WITH YOUR BIG COCK!" Ashley yelled out.

"Shit! You're so right, babe! This cock is big enough to satisfy anyone! Aaahhh!" Brian cried out as he felt his balls tighten up.

"AHHHHH! YES! FILL MY LITTLE PUSSY WITH ALL THAT HOT CUM YOURSELF!" Ashley panted as milk started leaking from her nipples.

Brian's eyes rolled back in his head as he buried himself into Ashley's tight pussy.

"Aaaahh! Aaahnh! Fuckkkk yeeeeeessss!" Brian cried out as he shot his load into Ashley.

As soon as Brian unloaded into her womb the itch was scratched. But it didn't stop there. The more he pulled out the deeper the itch became.

"No! Noooo! Don't pull out!" Ashley pleaded as she clung to Brian's arms.

This turned Brian on again as the cosmic energy made his dick grow longer.

"You have no idea how much I love having your cum inside of me!" Ashley said as she rocked her hips against his.

"I know! I can feel it!" Brian replied.

"So do I babe," Ashley said as she looked into Brian's eyes. "But the itch is still there. I need you to fuck me some more."

The cosmic power in the room surged and grew stronger. Brian's cock began to throb as if it were trying to reach that itch.

"I'm going to fill you up with my seed again," Brian threatened.

Brian held her tighter as he began to pump his cock in and out of her soaking hole. He could feel the itch moving further down towards his sack.

"Uuuugh! Oh god, that feels so good!" Ashley groaned as she felt Brian's cock sliding along her G-spot.

"That's it! Just like that!" Brian grunted.

"Yes, yes! Harder!" Ashley begged.

Brian's hips slapped against her ass as his cock continued to slide in and out of her pussy. Hitting new depths each time.

"Mmmmmm! UUUUGGGHHHH! YESSSS! AAAAAAH! AAAAAAAAAH!" Ashley cried out as another orgasm hit her body.

"Come here, babe," Brian whispered as he gently pushed Ashley onto the desk.

"Wha? What are you doing?" Ashley asked confused.

"Just wait and see."

Brian pulled out his cock and aimed it at Ashley's waiting hole. He could feel the itch getting stronger and hotter as he pressed his tip against her opening.

Brian pushed forward and Ashley's eyes widened when she felt him enter her. Brian quickly pulled out almost all the way before pushing forward again.

"Oh yeah! Uuuhhhhh!" Ashley moaned as she felt Brian's thick meat invade her pussy once more.

"Fuck! Fuck me harder!" She begged as she wrapped her legs around Brian.

"Ooh! Fuck yes!" Brian cried out as he began to pound her into the desk.

"Aaaah! AAAHHH! Ooooooo!" Ashley cried out as Brian continued to ram himself into her.

"God damn! You've got such a tight little pussy! So fucking hot!" Brian groaned.

"Oooh! Yeeees! Fuck me! Make me feel it!" Ashley cried out.

"Uuugh! Oooh! Aaahhh! MMMMPH!" Brian groaned as his balls tightened up.

Brian pulled out halfway and slammed his cock deep into Ashley again.

"Oooo! Yes! I can feel it!" Ashley screamed as she felt her G-spot being stimulated even more than before. Her womb was beginning to contract as Brian's cock slid in and out of her.

"Fucking hell! This is amazing! It feels so fucking good! Fuck me harder!" Ashley cried out as Brian continued to pound her pussy.

"Fuck! I'm about to blow!" Brian shouted as he felt his balls tighten up.

"Yeah! That's it! Give it to me! I want to feel your cum!" Ashley begged.

"OOOHHHHHHHHH! AAAH! FUCKKK!" Brian cried out as he unleashed his load deep into Ashley's pussy.

"YEEESSSS! YESSS!" Ashley screamed as she felt Brian's cum shoot into her womb.

As soon as his seed hit her belly the itch was finally satisfied.

"I... I don't know what just happened but thank you!" Ashley sighed as she let herself fall over onto the desk.

"Whatever it was, I loved it." Brian smiled as he moved closer to her.

"Me too, now come here and snuggle with me," Ashley said as she laid her head on his chest.

Unknown to Ashley but her uterus just released an egg after being fertilized by Brian's sperm. The cosmic energy had taken effect and the egg will be carried within Ashley for nine months.

"You're so warm and soft," Brian said as he nuzzled his face against Ashley's neck.

"And you smell really nice!" Ashley giggled as she ran her fingers through Brian's hair.

Brian smiled at her words and kissed the top of her head.

"I love you, Ash," Brian whispered as he held her close.

***

Back at the school cafeteria Jillian and Mike were sitting at a table talking to one another.

"So, do you think they'll hit it off," Mike asked as he looked at Jillian.

"I don't know. Ashley is a tough one to convince. I'm surprised she took Brian with her," Jillian said confused.

While Jillian sat there next to Mike. The cosmic energy started to move up her spine and spread throughout her entire body. And seemed to settle on her belly that started to form after eating out too much while dating Mike.

'Oof! I need to slow down,' she thought to herself as she realized how full she felt.

Mike was about to ask if she wanted something to eat when he saw the look on her face change.

"What's wrong?" He asked concerned.

"I don't know... I just... I feel like I'm getting fat," Jillian stammered as she shook her head.

"Don't say that! You're beautiful to me! If anything you're perfect!" Mike reassured her.

'Aw! Hehe. Mike always says the nicest things to me! But I am feeling like a balloon lately.'

Jillian smiled at him and leaned over to kiss him. "Thank you."

Jillian noticed Mike's hand slide under the table between her thighs.

"Mmm! Mike?! Mmhhhh!" Jillian moaned quietly as she felt Mike stroke her pussy through her jean shorts.

"C'mon, we shouldn't be doing this here. People will see us," Jillian said nervously.

"I don't care if people see. You're gorgeous and you deserve to be pampered," Mike said as he continued to rub her pussy.

'Aunh! W-Where did this bold version of Mike come from? Maybe I should get used to it!'

"But... Mike..."

Mike grabbed her hand and brought it to his own crotch.

"See? I have a hard-on right now," Mike said smugly as he showed her his erection.

'Huh? Was Mike's dick this big before? Oh god! Has anyone seen us doing this?' Jillian thought to herself as she scanned the cafeteria.

No one had noticed their little tryst.

"That's not the point!" Jillian protested.

"Come on, baby, I know you want it," Mike said as he rubbed her pussy through the denim material. Causing the cosmic energy to rush up her spine once again. 'And where did that come from?!'

"Mmmmmmm! Me too! But we shouldn't be doing this here," Jillian whined as she tried to push his hand away.

"It's alright. No one will ever find out. Just relax and enjoy yourself," Mike whispered as he moved his other hand to her breast.

'Oh fuck! Is it possible for my nipples to become erect!? They must be!'

"Ughhhh! God, Mike! What are you doing to me?! I can't believe how turned on I am! You're making me feel so damn horny!" Jillian moaned as she squirmed under the table. Her skin that covered her abs and chest glistened with sweat.

"I'm glad I could help," Mike grinned as he squeezed her boobs in his hands.

The cosmic energy started to move around her belly and moved to rest on Jillian's lower back. It spread across the crease of her ass. And then finally settled on her butt.

'This feels weird. Like there is some kind of pressure on my butt, but it isn't painful. Kinda like I'm wearing a thong or something.'

"Mmmmmm! I love feeling your hand on my cock," Mike moaned as he pinched her nipple.

Jillian couldn't suppress her moan as she looked down at Mike's hard erection.

Jillian's butt was expanding from the cosmic energy. As the growth continued to expand, it grew to a size that would fit perfectly into Mike's hand.

"God, you're ass is nice and big!" Mike groaned as he gripped her butt cheeks firmly in his hands.

Her ass was starting to grow even more as she felt the heat of her pussy grow hotter.

'That's it! I'm gonna cum if you keep this up!' Jillian thought to herself as she felt her pussy twitch and spasm.

Jillian looked like she was in the middle of a workout as she was sweating through her white tank top and bra. Making her nipples stand out in contrast to her dark skin tone.

Mike let go of Jillian's ass and slid his hand up to cup her tits.

"Hnnnh! Fuck!" Jillian cried out as he began to pinch and pull on her pink nipples. She was loud enough to get the attention of the students in the vicinity.

"Oh shit! Someone is watching us!" Jillian mumbled as she felt embarrassed.

"Who cares? Let them watch! I want the world to know that I'm your man," Mike assured.

Jillian's ass was fully expanded by the cosmic energy. Causing the button on her denim shorts to pop open. And revealed her panties.

"Mmmmm! I think my ass is too big," Jillian complained as she shifted her hips in an attempt to hide her growing behind. But the cosmic energy was starting to spread to her chest.

"You're perfect!" Mike told her as he slipped his hand inside her shirt and cupped her boobs.

The cosmic energy had continued to spread throughout her body and reached all the way to her head. Which caused her hair to start glowing brightly.

"Mike! This is embarrassing!"

"I don't care. I wanna show everyone what a great girl you are."

"Okay, okay. Please stop," Jillian whined as she pressed her face against the table.

Mike stood up from his chair and lifted up Jillian by her hips as he kicked her chair to the side.

'W-What's he doing! My underwear is showing! Why did he take off my shorts!' Jillian panicked as she tried to lift her head off the table but Mike placed his hand on her back stopping her.

All the students in the cafeteria were staring at them now as they were both standing up. Mike was leaning over Jillian's back and had one hand in her blond pigtails trying to get closer to her lips.

'Aunh! E-Everyone is staring at us! I can't tell if I'm mortified or turned on right now!' Jillian thought to herself as her face blushed.

***

"Holy fuck!" a student shouted as he raised his phone and recorded them.

"Hey, I'm recording this!" another student called out as he also pulled out his cell phone.

"Is-Is Jillian slut? I always thought she was a goody two shoes," a female student said as she laughed.

"She's fucking gorgeous! Look at how huge her ass is!" another male student exclaimed as he pointed towards her ass.

***

"We're going to make our relationship public knowledge. If people don't like it they can deal with it," Mike declared as he slowly lowered his lips towards hers.

"Mike? Mmmm mmm! Mmh! No!" Jillian protested as she felt the heat coming from her pussy grow hot.

"Relax. We're not doing anything bad."

He kissed her softly on her lips for a few seconds before pulling back and looking straight into Jillian's eyes.

"Jillian. I love you." Mike said while sliding her shorts and panties down as he put his raging rock-hard cock at the entrance of her vagina.

"MIKE!" Jillian cried out as her mind went blank. Her body was frozen in place.

Mike pushed himself inside her warm wetness as she screamed loudly.

"AHHH! AUNGH! MIKE! OOOOHHHHH!"

The energy coursing through her body was so intense that her orgasm lasted longer than she could handle.

'I-I just came!? B-But he just put it in me!? Aunh! Oh god! Mike's dick is bigger! How can this be? Shit! My chest feels like it's getting bloated! What's happening to me?'

Jillian couldn't believe what was happening to her. As Mike was pumping his cock into her pussy, the cosmic energy was starting to make her C-cup breast grow bigger inside her bra. They started to swell and become even more rounder.

"Ooooooh! Aungh! Mmmmm! Yes! That's it! Fuuuck! I'm gonna cum!" Mike cried out as he slammed himself into her faster.

'Aunh!? My tits! They're getting bigger! Oh god! He's shooting his load inside me!' Jillian was panicking as she felt him thrust harder and deeper into her.

Jillian's breasts had expanded even further as she felt him pushing deeper inside her than ever before. It felt like he was trying to shove his entire body inside of her.

"FUUUCCCKK! OH FUCK! I'M COMING! UHHHNNNNN!" Mike yelled as he was about to blow his wad.

"MIKE! I'M... GONNA CUMMMM!" Jillian cried out as she felt her body convulsing. Her pussy contracted around his cock making it hard for Mike to hold on.

*POP! RIP!* Jillian tits popped free of their confinement. Tearing her tank top in two.

"YES! YES! YEEESSSS!" Mike screamed as he pushed himself deep inside her and shot his load inside her.

Jillian gasped for air as she felt a massive amount of heat running through her body. The energy was radiating throughout her entire being. She had never experienced such pleasure before. And she knew that this was only the beginning.

"G-Grab my tits!" Jillian demanded as she looked over at Mike's face. "PLEASE!"

Mike grabbed her breasts and squeezed them as he came inside her. His entire cock swelled up inside of her as he released his seed into her womb.

"AUGH! AUNH! AAAAH! AUNH!" Jillian continued to scream as she climaxed again.

Her breasts were still swollen from their expansion and didn't stop growing until they reached their maximum size.

***

The students watching this display of sexual energy kept recording everything on their phones as they were stunned by the strange growth happening between Jillian and Mike.

"Oh my gosh! Did you see that?" one girl asked her friend as she pointed at the giant pair of tits sticking out of Jillian's shirt.

"Yea! Oh my god! They're huge!" her friend exclaimed.

"They must be fake! But how did she have time to get them done? This has got to be some kind of publicity stunt."

"I don't know but it's fucking hot!"

"Whoa! Check out her nipples! They're so big! I wonder if they'll stretch too!" another student commented as he pointed towards her tits.

"I-I wonder what it is like to have breasts that big? Aah!?" a girl said as she felt her own nipple start to harden.

"Oh shit! Look at her boobs! They're growing too!" another guy exclaimed as he watched his girlfriend's tits expand.

"I-I'm just carrying more water than usual! That's all! Aunh!? My nipples are swelling! Aaaaah! I can feel them getting bigger!" the girl who had spoken earlier said as she started to panic while her polo shirt grew tighter around her chest.

"We should go tell someone about this!" one of the guys suggested.

"No!" another girl replied. "Let's record it! Maybe we can sell this footage on the internet!"

"Well you should record yourself. Because your butt is growing." a boy said as he pointed at her ass which was noticeably getting bigger.

"That's not possible! No way! You're lying!" the girl replied angrily.

The other students laughed as they recorded themselves and each other in an attempt to keep track of this bizarre growth. But it wasn't too long before they started to get swept in by their own desires and took off their clothes to join in on the fun.

***

Jillian couldn't believe what was happening in front of her. She could barely contain herself as her body continued to react to Mike's cosmic energy. It wasn't long before she felt her pussy contract again as Mike pumped his cock inside of her. This time he was going to take her to another level that would change her forever.

'I love you, Mike! Fuck! I want to do this forever! I never thought I'd fall in love with a guy like you.' Jillian thought as she watched his cock slide in and out of her pussy.

"AHH! AAAAHHHH! O-OH! HNNNGGH! UNNNNGGGGGGGGG! AH! OH! GOD! MIKE! FUCK! MAH BOOBS! AAHHHH! AUNH! AHH! YEAH! FUCKK!" Jillian screamed as her whole body was wracked with another orgasm.

Mike continued to fuck Jillian as he felt her pussy tighten up around him and explode once more.

"Fuck! You're amazing babe! So hot!" Mike exclaimed as he reached down to grab her nipples. He pulled on them causing her breasts to expand even further.

"Ahh! God! It feels so good! Mike! Fuck me harder!" Jillian pleaded as she wrapped her legs around his waist and held onto his shoulders.

She was trying to pull him deeper inside of her as he fucked her faster. His balls slapped against her clit sending electrifying shocks through both of their bodies.

"FUCK! I LOVE YOU!" Jillian screamed as she felt her body swell up as Mike continued to pump his cum inside of her.

"I love you too, babe! Aah! Ah! I can feel it! Oh god! I'm gonna cum! AAAAAAAAAAAHHHHHHH!" Mike screamed as he shot his load deep inside of her.

***

This went on for hours. Until the government got involved. As they quarantined the school and stopped all traffic into and out of the city to investigate.