Pupil 40

Just a quick reminder about the characters' age and the monsters from which they got their powers:

Aritimi (51; Riftwalker), Bo (55; Elastic Elf), Coco (58; Goofy Gagster), Dallas/Dakota (56; Warfare Warthog), Etheldreda (57; Driver Dove), Gretchen (61; Knowtopus), Hester (57; Leather Lobster), Inez (56; Miasma Moth), Julia (57; Apothecary Angel), Lana (58; Sandshark), Naomi (56; Invincible Iguana), Odina (57; Terror Tree), Piper (55; Flyer Fleshling), Renée (55; Umbral Urias), Serena (59; Blue Ghoul), Tomato (58; Zenith Zygote), Urszula (59; Powerhouse Predator), Winter (57; Cloud Colossus), Zoe (54; Jetstream Jackal)

Akemi (19; Brain Beast), Bambi (22; Golden Goliath), Curtis (19; Tooth Titan), Dayanara (20; Hair Hag), Esmeralda (19; Killer Kraken), Freya (21; Voltage Valkyrie), Gaylor (18; Weightless Wraith), Hristina (20; Snowball Sylph), Irish (19; Quick Qilin), Jacintha (21; Legion Lutin), Keller (20; Astral Al), Lexi/Lexy/Lexie (19; Merging Manticore), Minerva (20; Cerebellum Cetus), Niko (21; Paper Pixie), Olympia (20; Zircon Zombie ), Pixie (18; Upset Unicorn), Quincy (21; Extremity Entity), Rexine (20; Xyston Xana), Zara (19; Flesh Fiend)

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There were a few people in the park, but it was still easy to find Minerva. With her outfit and neat bun, she looked like a young librarian lady.

"Nice to see ya, Minerva," Zara greeted.

"A pleasure to make your acquaintance once again, Zara Cromwell," Minerva said politely.

"Just Zara is enough," she shrugged.

"Very well, I shall acquiesce to your preference, Zara."

They had a little chitchat for a few minutes. Although Zara didn't understand everything that Minerva said, she just nodded. She actually let out a small sigh of relief when she noticed Aritimi's portal.

"Ah, so this constitutes the designated training chamber. Its dimensions are considerably more expansive than I had initially anticipated." Minerva looked around the place, adjusting her glasses.

"Exactly." Aritimi nodded. "Now get ready and put your clothes somewhere safe."

Zara undressed and placed her clothes into one of the corners. To her surprise, Minerva also got naked very quickly, even though she had more clothes on, yet she even had time to neatly fold them. She was slim with a firm pair of C-cups and a shapely ass with wide hips that seemed to be even wider because of her wasp waist, blessing her with an immaculate hourglass figure.

"Are you ready, pupils?"

They nodded.

"Let's start the foreplay then," Aritimi announced, summoning the first portal.

The first monster entered through an orange-colored portal. Well...it didn't enter but rolled out because it was a small car. Like the one that clowns use during a circus show. The little car's door slammed open, and a colorful figure squeezed itself out from it.

For a moment, Zara thought she was seeing one of Coco's daughters. The woman had an orange afro that a second later switched to red, then to blue, and so on. She was completely naked, but it wasn't that obvious at first sight because her skin had a rich collection of colors. Her face was as colorful as the clown girls' from yesterday, but in her case this didn't stop at her head. The clown woman's entire body was painted with the same rainbow of colors that decorated the car she arrived in. Occasionally, the colors shifted on her skin, just like on her hair.

"Pupils, I guess you can recognize what type of monster she is," Aritimi pointed at the clown woman who snapped her fingers, and her car disappeared with a puff of pink smoke.

"Coco and her daughters got their augmentations from her," Zara nodded.

"Yes," the clown girl said with a giggle, "I'm Glitter, and I am a Goofy Gagster." She struck a pose, showing off her excellently sculpted physique.

Glitter had an ass that looked just as round and bouncy as the Rivera girls'. Zara would easily confuse her with one of Coco's daughters if she were wearing clothes. Her tits were big and colorful, with each areola having a bright green color with a dark pink nipple. Her pubic hair was a small patch of colorful bush that changed shades nonstop.

"Get ready, Glitter," Aritimi said, pointing at the Gagster's groin area.

"Oh, sorry. I forgot to pop it out," she giggled. Then she took her right hand's thumb into her mouth and started to blow. Her hand began to inflate as if she were just blowing a balloon and not her own flesh and bone.

She stopped blowing, and suddenly, the air bubble inside her hand began to travel across her body. Her forearm inflated and deflated, so does her upper arm. Then the bubble had a little detour and went into Glitter's head, doubling its size before venturing lower. It went through her chest, inflating her breasts one by one, and then her stomach. It finally stopped at the groin area, and suddenly, a penis with a pair of balls popped out from Glitter's genitals.

"Nice trick," Aritimi gave her a thumbs up. The penis was big, but still normal-sized, and it was just as colorful as the rest of the clown girl's body.

"Thanks, I tried to make it not too big because not every human can handle it above a certain size."

"Now let's start," Aritimi said.

"Okay, I'll start with my balloon trick," Glitter announced and took a squeaky step toward Zara.

"What did you mean by balloon trick?" Zara tried to ask, but Glitter caught her off guard midsentence and locked her lips on Zara's mouth.

Before Zara could react properly, she felt that Glitter was blowing air into her body through that surprise kiss.

Zara could feel that something was happening inside of her. Her weight began to get lighter as if she was being filled with helium. Her chest began to expand, and she felt her breasts growing larger with every second. But soon she noticed it across her whole body: her belly began bulging, her whole torso, and then her limbs as well.

"What do you think?" Glitter smirked as she pulled her mouth away from Zara's.

"Um...weird...very weird."

Indeed, she couldn't say it was painful since the worst she felt was just a mild discomfort as her skin was stretching taut, but that's all.

"Damn, I lookin' like the Michelin Man," Zara chuckled. She balanced her weight from one leg to another. It was like moving underwater. Still had some weight, but now felt like semi-floating in the air.

"Now it's your turn," Glitter winked at Minerva. She approached the girl, but unlike in Zara's case, she walked behind Minerva and kneeled down.

"Pardon me, but may I inquire as to why your hands are presently interfering with the personal and posterior region of my body?" Minerva gasped as she felt Glitter's hands parting her butt cheeks.

"I'm just searching for an entrance," Glitter giggled, her voice muffled as she leaned closer to Minerva's backside.

Minerva's eyes widened as she felt Glitter's tongue trace around her tight sphincter, coating it with a warm, wet layer of saliva.

"W..what?" She stuttered, her voice strained as she felt the clown girl's tongue pressing gently against her anus.

Minerva's cheeks flushed red as the warm and wet flesh started to probe at her entrance. The clown girl's tongue was skilled, flicking and swirling in a way that made her entire body quiver with excitement.

Zara watched as Minerva's body began to expand, her buttocks puffing out first like two inflating balloons. Glitter's hands remained on her hips, keeping her steady as she continued to blow through the tight ring of muscle.

Her belly was the next to inflate, which made her look like nine-month pregnant. She was still standing, but her balance was compromised. Her stomach grew rounder, pushing her boobs up and out until they looked like they would pop any second. It only took a few seconds to make her look like Zara. Even her face was getting rounder, but her eyes remained sharp and focused.

"What a remarkably peculiar and cognitively dissonant sensation this is." Minerva moved around like Zara.

"It feels so strange to move in this state," Zara said, bouncing around. She wasn't sure, but she could feel her libido taking over.

"It's nothing special to me because I can do this all the time with my body. But for someone like you? I heard some people could cum just by this feeling." Glitter explained, stroking her cock.

"What do you feel? Is it orgasmic?" Aritimi looked at Zara with a smirk.

"I'd say it's unusual rather than erotic, but yeah...I kinda enjoy it."

"Can I play with one of them now?" Glitter asked, her cock ready for action.

"Yes, start with Zara because I got more monsters for her," Aritimi nodded.

"Okay," Glitter reached out with a cartoonishly elongated hand and grabbed the bouncing Zara's right leg with it, pulling her closer.

Zara nearly had no weight, so it was easy to move her, like handling an overinflated sex doll.

"Nah, which part is the bottom..." Glitter twisted Zara around, searching for her pussy.

"The region with the smaller bush is what you're looking for," Aritimi helped her out.

"Not funny," Zara said. She would have pouted her cheeks, but they were already too plump to do so.

The clown girl positioned Zara to her waist, their genitals almost touching.

"Need some lube?" Aritimi asked.

"No, her inflated body will be already easy to enter," Glitter shrugged, her engorged penis' head pressing against Zara's pussy.

With a slow, teasing motion, Glitter pushed the head of her colorful cock into Zara's inflated pussy. Despite its size, the elasticity of Zara's new body allowed for a smooth entry, as Glitter foretold. The sensation was unlike the previous cocks. Her flesh being manipulated around the phallus definitely added to it.

Zara felt she was very tight around the clown girl's dick, but at the same time, she could enjoy the whole length without too much friction inside of her. It was odd at the beginning, but a handful of thrusts later, Zara couldn't ask for more.

"Oh, yes!" Zara moaned.

Her body jolted as Glitter began to move in a steady rhythm, her cock sliding in and out of Zara. The sensation of her inflated body being filled and stretched by the clown's member wasn't as intense as the sex with her previous monster partners, but Zara couldn't complain.

At the same time, Zara heard something. It was a squeaking noise. The clown girl's body emitted a squeaking toy-like sound with each thrust. The realization made her giggle while the first orgasm approached.

"Ha ha ha! Ah ah ah! Ha ha ha! Ah ah ah!" Zara switched between moans and laughter as she climaxed. She couldn't really do anything aside from that because of her overinflated body.

"Mmm...even under my magic, her flesh is tightening," Glitter moaned, pumping faster into Zara.

"Now that you made Zara cum, you can move on to Minerva," Aritimi said.

"Okay."

"Oh, and would you deflate Zara? I want her boy to be in a different shape for the next monster."

"As you wish," Glitter winked. She reached out with both hands and grabbed Zara's ballooning breasts, twisting both her nipples as if she was twisting two knobs. A loud hiss could be heard, and Zara began to deflate through her nipples. The force of the air leaving her body made her fly back, landing on the floor with a bounce.

"Come here." Glitter bounced after Minerva, her cock still erect.

"Before I bring your new partner here, switch into your Neon Neko form," Aritimi instructed.

"Alright," she nodded and began focusing. It took some time because she still had to recover from her first orgasm, but she managed to transform. Her hair turned neon pink with a pair of fluffy cat ears on top. Then a long, similarly pink cat tail grew out from her behind.

"Good kitty," Aritimi brushed Zara's pink, spiky hair.

Instinctively, Zara began to purr like a cat.

"Hu hu hu!" Aritimi laughed. Zara pouted, still purring, though.

"Let's see your next partner." Aritimi drew a circle into the air, and a bright blue portal snapped open.

Something entered through the portal, but Zara couldn't see anything more than a blur because the creature was too fast.

It ran a few hundred laps around the room and then stopped at last in front of Zara and Aritimi.

"Hi guys! I'm Blur," the monster introduced herself.

"Mmm, you must be a Quickling." Zara examined the creature.

Indeed, Blur looked like a typical Quickling: tall, but still human-level height; a lean, wiry frame, like a professional runner; pale lavender skin color with streaks of darker purple around her joints; and silvery-blue hair, which was cut short and swept back like it's permanently windblown.

She had nice, bouncy, perky tits with darker lavender-colored nipples. And of course, she had a cock, but it was a little bit smaller than Glitter's.

"Oh, this cat girl will be my partner?" Blur asked, eyeing Zara's boobs, her cock getting stiffer with each glance.

"Yes, she is my pupil. That's her Neon Neko form. I want you to try to fuck with her as quick as you can," Aritimi said.

"Are you sure it's going to work?" Blur asked. "Neon Nekos are a different type of speedsters. We can be fast all the time, but they can only speed up for a little time before getting exhausted."

"Yes, she will be fine for this short amount of time," Aritimi nodded.

"Nya!" Zara nodded and got on all fours; she wiggled her tail in excitement. She could feel the wildness of her Neon Neko form taking over her.

"Catch me if you can. Nya!" Zara meowed and began to run on all fours. Her body turned into a pink blur. She was so fast, she could run up the wall of the room with ease.

"Not bad," Blur smirked and broke into a sprint as well.

Zara was still on the wall when she looked back at Blur, or more like the place where she was. All she could see was the faint afterimage of Blur. Her super-fast eyes tried tracking down where the speedster was, but she soon found it out as she felt something in her mouth.

"Bon appétit!" Blur smirked, her cock balls deep inside Zara's mouth, "Sausage served super swiftly."

Zara was surprised that they were both still on the wall without falling, but then she noticed the others down there. Glitter was pulling Minerva on her cock in slow motion, and Aritimi was still looking at the place where Blur was before.

"For us, this can be a few minutes," Blur said, slamming her cock into Zara's mouth repeatedly. "For them? Maybe a few seconds. That's the perk of both your mind and body being super fast."

Half a minute later...or at least it seemed like half a minute from Zara's point of view, Blur pulled out.

"Come on. We have to move to keep our momentum." Blur urged, moving a few meters away from Zara.

Zara, still on all fours, moved higher on the wall, closer to the ceiling.

Blur was in front of her again. She opened her mouth to take the Quikcling's cock once again, but this time, Blur dashed behind Zara and slammed her dick inside her pussy. She felt like she was being split in two; the speed was so intense. The air around them was pushed aside with a small shock wave as Zara's pussy endured the rapid-fire thrusts.

"Nyaaaa!" Zara let out a moan-meow.

Meanwhile, down there.

Aritimi just blinked, and both Zara and Blur disappeared. She glanced aside and saw Glitter pulling Minerva's inflated body on her cock. She then heard Zara's "Nya!" from the high above. She could see Blur pistoning in and out of Zara's pussy, doggy style, while they both were on the wall, defying gravity. But...no, they weren't there. Aritimi noticed that they were actually an afterimage, getting paler.

Her eyes scanned the place. "Gotcha!" she said as she noticed them on the ceiling this time. Zara was riding atop Blur, bouncing with inhuman speed. Aritimi could feel the remnant of the shock waves created by their swift moves.

Again, they moved to another place. This time they were fucking on the catwalk. Then again and again. The super-fast duo switched locations within the blink of an eye, leaving slowly fading afterimages of themselves everywhere, each one in a different position.

As the minutes passed, the training room had been filled with the erotic afterimages of Zara and Blur. Like an orgy of ghosts. A weird art piece, depicting each pose of the Kama Sutra.

Zara completely lost track of time during this. How much time passed within her head? Minutes, hours, or days--she couldn't tell. How many times did she cum? Good question. She definitely climaxed a dozen times, if not more, but it was hard to count after a while, as if she was in a trance. Everything became foggy; she only felt the pleasure in her pussy.

"Aaah! Yes!" she heard Blur panting as she released her load inside Zara, then rolled off of her. They were at normal speed now. Zara was lying on the floor, a few steps away from Aritimi. She could still see most of the afterimages she and Blur made.

The only thing that broke the silence was Zara's panting and the squeaking sounds of Minerva and Glitter fucking.

"Ugh..." Zara cringed. She could feel the monster's seeds inside her moving. Similarly to the previous owner, they moved at high speed inside her.

"That was awesome!" Blur said with a grin, opening a can of energy drink that Aritimi brought her from a portal.

"You can join Glitter and Minerva over there once you get hard again," Aritimi pointed at the clown woman and the inflated girl, "but you have to be more careful with her. She is not like Zara."

"No problems." Blur drank the rest of her energy drink.

"Are you ready to continue, Zara?" Aritimi asked.

"Yes...I guess..."

"Excellent. Now switch back to your base form."

Zara did as she was told; her neon pink hair switched back to brown, and her feline features disappeared.

"Lay down on one of the beds," Aritimi pointed at the two beds. Zara chose the less dirty one and laid on it.

"You can do this wolf head thing with your arms; can you do it with all of your limbs?"

"Of course," Zara nodded, and her hands and feet morphed into snarling wolf heads.

"Hmm...can you make them look more human?"

"I don't know; I never tried it. After all, wolf fangs are better weapons than human teeth."

"Yeah, I know, but try it. Just focus your powers on it."

"Okay..."

Zara looked at her wolf-head arms and began thinking. First, she tried to imagine them as the small versions of her Merewolf form's head.

A few minutes later, her limbs noticeably began to change. The features of the wolf heads began to resemble those of a Werewolf's head. Soon, they started to look even more human. Then, Zara had four replicas of her head at the end of each limb.

"Impressive," Aritimi gave her a thumbs-up.

"It's so...grotesque," Zara said, looking into the focusless eyes of her left arm's head.

"Can you see or hear anything through them?"

"No, but I can feel something in each mouth."

"Still a good achievement," Aritimi patted the head of Zara's right hand.

"Okay...but what kind of monster will be my partner?"

"You'll find it out...now." Aritimi snapped her fingers, and not one, but six portals swirled open. A different monster entered from each.

"Hello," stepped out the first of the new monsters, "I'm Heather."

"She is a futanari from the Macrocephali tribe," Aritimi introduced her. It was easy to notice. Heather had the body of a normal woman with a pair of perky breasts, but her head was abnormally large, nearly the same size as her whole torso, with a long blonde mane. But then Zara noticed something else: Heather's cockhead was also disproportionately large. The shaft itself was relatively human-sized, but the head was as large as an apple.

Others would have gasped, but Zara's first reaction was more of a snicker because the oddly shaped manhood reminded her of Julian's cock. His wasn't this big, though.