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Mrs. Smith isn’t what she appears to be.


Bobby swallowed hard as he stood outside the principles
office. He swore he was going to kill Steven if he got
out of this one. It had been Steve’s idea to peep in on
the girls shower, and it had been a pretty good idea
until Ms. Saunders the Gym teacher had caught them.
Correction, him. While he got his chops busted, Steve
had taken off. Saunders gave him the riot act then told
him to see the principle. When she had said that his
heart made a one way trip to his feet.

The new principle of St. Alexander’s High School was
supposed to be a real ball breaker. She had sent Ox
Fulson, the 6’8″ star quarterback out her office crying
once. No one knows what she did but the bottom line was
that no matter what, you did NOT want to get sent to
her office. And yet here he was, at the door of death
with no protection in site.

Bobby raised his hand to knock on the door and
hesitated. If Ox couldn’t handle her, how would he? She
would chew him up and spit him out without even
sweating. Forget this, he thought and was about to turn
and leave when a voice from inside the office said:
“Come in.” Bobby paused a moment then turned the knob.
How did she do that?

The principle’s office was small and somewhat crammed.
A desk sat across from the large double doors and
bookshelves lined dominated the other walls. Bobby
slipped inside, his head hung low. Better take the
penitent sinner approach while he had the chance and
pray she was feeling merciful. The principle looked up
from her paperwork and smiled.

“Ah, Mr. Calloway, do sit down.” Principle Smith
purred, smiling like a cat about to pounce on a mouse.
Bobby seated himself, continuing to look at the ground.
Smith steepled her fingers and glared at him. “I got a
call from Ms Saunders. She says she caught you peeping
in on the girls locker room. Is that correct?

“Yes ma’am,” he mumbled. Smith shook her head and

“Really, Mr. Calloway. Surely you know better than

“Yes ma’am.”

“I mean, trying to catch girls showering? You’re a
senior, not a freshman. I’d expect a slightly more
mature behavior out of you.”

At the mention of the girls, Bobby felt an erection
flair up. While he didn’t like getting chewed out, in a
way it had been worth it to see Sherry Winslow without
a top. God did she have big tits.

“Mr. Calloway?” Smith said. Bobby jerked his head up,
suddenly realizing she wanted a response.

“Um, yes ma’am.”

Smith stood and walked around in front of him. Bobby
felt his erection stiffen a little more as she did. She
was tall and lithe, with long red hair, firm, shapely
legs and a fine hourglass figure. The white blouse she
wore did little mask the perkiness of her D-cup breasts
and her short black skirt came only to the middle of
her thigh, giving an excellent view of her legs. Bobby
squirmed a little in his seat as she approached trying
to hide his excitement. Smith crossed her arms under
her breasts and glowered at him.

“Mr. Calloway,” she said harshly. “You are a mature
young man and I am shocked and deeply disappointed you
would do such a childish thing.” Bobby tried to keep
eye contact with her, but he kept drifting down to her
breasts. They were beautiful; all full and perky, he
found himself longing to touch them. The principle put
her hands on her desk and continued: “You’re fortunate
those girls didn’t find you themselves or you might
have really been sorry.”

“Yes ma’am, I know.” Bobby stammered and folded his
hands over the bulge in his pants. He couldn’t take his
eyes of her chest. He was surprised to see that every
time she took a breath the button spaces of her blouse
opened a little, giving a brief glimps of the soft
mountains of glory that lay beyond. He was even more
surprised to see she wasn’t wearing a bra. So entranced
was he that he jumped when she thrust her face into his
and locked eyes with him.

“Mr. Calloway! Have you been listening to a word I’ve
been saying?”

Bobby tried to respond but failed as by leaning forward
she had given him an unobstructed view of her massive
tits. He swallowed hard and tried again.

“I… uh… Yes ma’am,” he stammered. “I’m very sorry
and I promise to never do it again.” Much to his
disappointment, Ms. Smith stood up and sighed.

“I’m afraid sorry is not good enough, Mr. Calloway,”
she said, glaring down with a death stare.

Bobby erection shrank, he was in for it now.

“Something must be done.”

“Yes ma’am…” he mumbled, returning his gaze to the
floor. She arced an eyebrow at him.

“A suitable form of punishment is in order, wouldn’t
you agree?”

Bobby looked up at her with his best puppy-dog eyes.

“I am at your mercy, ma’am,” he said, hoping to make
her laugh a little.

She didn’t though. Instead she did the one thing he
never would have expected. She took a step forward and
sat down on his lap. Her long, slender arms wrapped
about him and she kissed him passionately. Despite his
shock and confusing, his erection came back in full
force. They kissed for a full twenty seconds before she
broke off and smiled at him.

“Glad to hear it,” she purred. “I think I have the
perfect punishment for a dirty little boy like you.”
She kissed him again and moved her hand down between
his legs. Bobby struggled a little and broke the kiss.

“Ms. Smith,” he panted as she rubbed his crotch. “You
shouldn’t… I mean… you’re a…” He could get the
words to come out right. It felt wonderful, but she was
the principal. Albeit a hot principal, but you just
didn’t go around boffing the headmaster of your school.
He tried to struggle away but she held him down and put
a finger to his lips.

“Shhhh…. Don’t worry about it. Right now all I am
this a hot woman looking for some satisfaction. That’s
all the matters” She kissed him again, this time
longer. Then she pulled back a little and ran her hands
over the swelling of her breasts. Bobby’s eyes nearly
popped out of his skull. They were bigger! This was not
simply her taking a deep breath but they had grown,
going from a full D to about an E-cup. Before her
blouse had covered them completely, now they strained
against the thin fabric, pulling the spaces between the
buttons apart and threatening to burst out at any
second. Ms. Smith traced circles around her nipples and

“Here,” she whispered. “I know you wanted to see
these.” She slowly unbuttoned the blouse, Bobby held
his breath in anticipation. One by one the buttons were
undone and she opened the blouse.

Bobby nearly had a heart attack. They were huge, full
and perky, every man’s dream. She took his hands in
hers and put them on her breasts. Almost instantly she
moaned with pleasure. Any inhibition Bobby had were
lost and he caressed her massive breasts. It was
amazing, even as he touched them now he could feel them
swelling under his hands. Unable to resist he pulled
her close and buried his face in the valley of her
cleavage. She smelt so wonderful and felt so soft. His
mind was no longer his own as kissed and sucked on her
mountain sized tits.

Ms. Smith moaned and sighed as she pulled him closer
and squeezed her tits around his face. Her hands
slipped down to the boy’s crotch. She could feel the
pulsing beast trying to escape. She unzipped his zipper
and freed the monster, and a monster it was: seven
inches long and very thick. She licked her lips in
anticipation. She shifted her position to hike up her
skirt and gripped his shaft in her hand. Bobby mumbled
something from between her breasts, but she ignored
him. She spread her lips and sat down.

It was magnificent, fantastic. Ms. Smith let out a long
moan as inch after inch slid inside her. It filled her
up, spreading her insides so much that it was a full
minute before she stopped gasping. Slowly she began
rocking back and forth, reveling in every wave of
pleasure that came from the hot cock inside her. Bobby
began breathing hard, his hands still caressing the
full glory of her breasts, which by now were the size
of large melons. She gasped and moaned he began pumping
on his own. He thrust deeper and deeper insider,
bringing her closer and closer to her peak.

“Oooooohhh Bobby,” she moaned, pulling him closer to
her. Her first orgasm hit with silent rush, the second,
on the other hand, brought a shriek from her throat.
She tightened her internal muscles around his member as
she felt him nearing his.

“Come on, Bobby,” she panted. “Come on. I know you can”
He was breathing hard, his cock pulsed. She squeezed
him tight and readied herself. “Give… it… to…

With one long, final thrust Booby exploded inside of
her. She cried out in pleasure as she felt his warmth
fill her, expand her. She kept riding him, her body
sucking up every last drop of his seed. There was so
much, obviously this kid didn’t get it often. For a
moment she was afraid she wouldn’t be able to hold it
all, but then he started to relax and finally stopped.
Bobby let out a long grunt and sat panting. Ms. Smith’s
breathing slowed and she smiled at him. He looked at
her dumfounded.

“That was…” he began, still breathing hard.

“Incredible,” she finished for him and kissed his sweat
beaded forehead. “But you can’t tell anyone, Mr.

“Oh, believe me, ma’am. I wont. Trust me, I…”

She cut him off by putting her index finger to his
forehead. The soft blue light emanated from it washed
through Bobby’s mind. His eyes went blank and his head
drooped to one side. Ms. Smith smiled as she stood up.

“Don’t worry, my darling,” she whispered. “I trust
you.” She zipped up his pants and adjusted her skirt.
She waited a minute while her breasts shrank back to
their regular size then buttoned up her blouse. When
she had returned everything to normal she leaned in
front of Bobby and snapped her fingers. The boy woke
with a start.


“I said have you been listening to anything I’ve said?”
she growled.

Bobby looked around, confused then looked at her.
“Um… Yes… ma’am. I’m very sorry for what I did.” he
stammered. Ms. Smith turned away from him and crossed
her arms.

“I’m afraid sorry isn’t going to be enough, Mr.
Calloway. You have detention from now until Friday.

The boy hung his head.

“Yes ma’am…” he mumbled.

“Good, now get out of my office.” Bobby stood and
scurried for the door.

“Yes ma’am. I promise this won’t happen again.”

She shot him a death look.

“See that it doesn’t,” she said with menace in her
voice. Bobby exited in hurry, leaving Ms. Smith alone
in her office. When she was sure he was gone she
stretched and slid her hands down to her belly. A small
sigh escaped her; he had been fantastic. Not the best,
but certain better then the last two. She hoped he
would get in trouble again so she could get him back to
her office. Maybe she could even get him to come to her
home. Now that was idea. The things she could do there
would be…

She stopped in mid thought and glanced down. She had
felt it, hadn’t she? She waited a moment longer and
sure enough she felt it again. A movement, like a tiny
flutter, rippled in her belly. She smiled. The boy WAS
good. Rarely did fertilization occur this quickly. She
grabbed her coat and hit the comlink on her desk.

“Mrs. Harris,” she beeped to her secretary. “Please
cancel all of my appointments today, I think I’m coming
down with something.” With that, she went for the door.


As Ms. Smith drove along the highway heading home, she
marveled at how pretty the changing colors of the
leaves were and how clean and crisp the air smelt. It
was nothing like her home world, Dyrata. There black
clouds had blocked the sun and you couldn’t drink the
water. There had been virtually no animal life left
anywhere and the lack of ozone made going outside
hazardous. Social upheavals happened on a daily basis
and those that were in power hoarded what little they

It all had finally come to a head when, during war for
scarce resources, a nuclear exchange decimated the
world and wiped out its population. The few who had
been lucky enough to escape were scattered across the
galaxy. Some died out in the loneliness of space, but
others had landed on other worlds and began colonizing.
Smith had landed on this world five years ago and was
shocked by what she found. The inhabitants, while
advanced, where emotionally immature and petty. They
fought over such silly things as skin color and sex.

They argued over government systems and killed each
other for no reason. It had disgusted her so much that
finally she decided that they needed to be destroyed.
But how? She was only one. Even with her advanced
technology and powers she alone could not purge this
world. Then it hit her: instead of destroying them, why
not replace them? She could do that.

By breeding with them she could populate this world
with her own kind and eventually overthrow the humans.
Yes it was a perfect plan. The question was where to
start. Once again, the answer was simple: the schools.
There was enough pent up reproductive material to breed
a thousands worlds. Finding suitable mates there would
be easy. So, she falsified her references and
credentials and had herself set up in a sea of young
males, ripe for the picking. It was all so easy.

As she turned on the overpass to her house she was
suddenly struck by a wave a pain and pleasure. She felt
a movement deep within her, trying to get out. Casting
a glance down she saw that her usually flat stomach was
bulging out slightly against her skirt. My, this one is
in hurry she thought and drove faster. Another wave hit
and this time she nearly cried out. She put her hand on
her belly and tried to blink past the sensation. She
could feel the life within pulse beneath her fingers,
testing the limits of her inner flesh.

Another wave and this time she nearly lost control of
the car. Her belly had expanded again, pulling her
skirt tight. With the erotic sensations now in full
force her breasts also began to expand, stretching the
blouse. If she didn’t hurry she’d be bursting out of
her clothes in a moment.

She tightened her internal muscles, not giving the
fetus any more room to grow and left rubber as she
turned onto the street where she had set up her base.
It was nice suburb, quiet and open. Her house was a
white one level home. But the outside was just a cover.
Inside was her headquarters, her home and the only
place she could give birth.

She pulled into the driveway and got out of the car,
not bothering to lock it up. The door to the house was
only a quick walk away, but each step got harder and
harder. The life in her womb beat against its confines,
sending waves of pain and pleasure through her. Somehow
she got through the door and to the basement.

“Nanny!” she moaned as she clicked on the lights and
she descended the stairs. A section of the wall folded
open in a shimmering movement of green/blue tentacles.
Smith hurried into the opening and the small room

“Goodness!” a voice said. “You should have called ahead
and told me.

I could have been a little more prepared.”

“There was no time,” Smith panted as she lay down on
the table. “It started almost immediately after I
mated.” Green tentacles coiled up from the table,
winding there way under her skirt and probed her

“Alright,” Nanny said. “Let it go, dear.” That was all
Smith wanted to hear. She closed her eyes, took a deep
breath and relaxed.

The first wave came instantly, sending pleasure ripping
through her body. The fetus, now free, doubled in size
in under a second. Ms. Smith glanced down and smiled.
Her belly began to swell like a balloon as the baby
grew. Months of growth happened in seconds. Her stomach
puffed up and up, pulling her skirt tight, then
splitting it. She gently slid her hands over her new
paunch, reveling in the soft, warm flesh that swelled
beneath her fingers. Soon she was bigger than nine
months, bigger than any woman had ever been.

Her breathing doubled, then tripled and the life with
her grew, stretching her stomach tight. She loved this
part. If she could have her way she would never stop
growing. She would love to just get bigger, and bigger,
never stopping, always feeling so full and tight. But
finally, when she was so big that it looked as though
she had swallowed a beach ball, the growth did stop.
Ms. Smith let out a long sigh of contentment as she
gently caressed her huge stomach. A tentacle with and
eye at the end dropped out of the ceiling and looked
her over.

“My goodness!” Nanny said. “I don’t think you’ve ever
been this big before.” What young stud did you fuck
this time?”

“Hmmm?” Ms Smith sighed, a dreamy expression on her
face. “Oh, no one special. At least I didn’t think so.”
She smiled. “What is it?”

“A male, a strong one at that. I estimate he will be at
least two meters tall and have a IQ of 135.”

“Fantastic,” Ms. Smith craned her neck to see the
mountain of flesh that was her stomach. A male,
perfect. She patted her belly and laid back. The
eyeball moved closer.

“Um, dear, you do have to let him out at some point you
know.” Smith scowled at Nanny.

“Killjoy,” she mumbled and stretched. “If I must.” She
tightened the her lower muscles and squeezed. The baby,
sensing the change, began to move, beating the inner
wall of her body in protest. But Smith ignored him. The
muscles of her stomach tightened and constricted. There
was a brief flash of pain, then a whooshing, followed
by a high pitched crying. Smith’s stomach shrank down
to its former size as baby, fluid and after birth were
expelled in one squeeze. When she sat up the tentacles
held up a crying male human baby. Smith smiled.

“He is a strong one. What should we name him?” The
eyeball blinked.

“How about Morgan?”

“Perfect choice.” She kissed Morgan on the head and let
the tentacles take him away to the nursery. Then she
stood and covered herself with a robe.

“How many does this make?” she asked. Nanny blinked.

“Seven, not counting miscarriages.” Smith scowled.

“This is going far to slowly. At the rate I mate we
should have a hundred by now. We have to find a way
make more.”

“Well,” said Nanny. “Raphael is fully grown now. If we
could find some more females he could impregnate
several at once.” Smith’s eyes brightened.

“Nanny, that is a great idea! And know just the females
to use.”


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