And fifteen minutes was too long for her. She was so horny that if she didn't get relief soon she'd go crazy, or worse, start fantasizing about her other classmates. As it was, she had already done too much.
Shaking slightly she raised her hand and as soon as Ms. Travers spoke turned to her Jen stood up.
"I'm so sorry teacher," she gasped, "I need to be excused. I don't feel so good."
Ms. Travers nodded, "You do look kind of flushed."
If she said anything more Jen didn't hear it for she was already out the door, but she wasn't heading for the nurses office or even the bathroom. Instead she was heading to the end of the hall where there was an old, unused classroom that had been converted to a closet of sorts. Broken chairs, old desks, boxes of books and anything else the teachers didn't want to store in their rooms went to the room at the end of the hall. Students also tended to put it to good use as a safe place to make out since the lock was broken and none of the teachers or janitors went there during the day.
Looking both ways to make sure there was no one watching Jen ducked into the room and found a stack of boxes in the far corner to hide behind. Plopping down on the dusty floor she lifted her skirt and pulled down panties and began fingering herself furiously, her sopping pussy squelching with each thrust of her fingers.
Thinking about Amanda's change into a horse herm, the feminized Chris and Becka as a sexy, six-breasted, four-armed snake girl, Jen quickly orgasmed, but the way her pussy was tingling, she had to keep going. Even her breasts ached with her need, and she began to caress and rub her nipples.
Imagining the way Amanda's cock had grown in and then grown erect, Jen imagined it plunging into her hungry pussy, its flared head parting her soft inner folds and bottoming out as Amanda tried to force all of its massive length into her tight pussy. Or even better, the feminized Chris joining in, letting Jen suck his little cock while he played with his breasts. And what would shy, sexy little Backa do in all this? Would she have the courage to join in, or would she just stay back, using her four arms to play with her pierces nipples and clit while she used her long, muscular tail to pleasure her pussy?
Lost in her perverted thoughts Jen didn't hear the door open and then close it was only when she heard a voice that she realized that she was no longer alone.
"Alright let's do this," a male voice said and was quickly followed by nervous, female giggling.
Jen looked out from her hiding spot and saw a guy unzipping his fly while his girlfriend knelt down in front of him. They were in Jen's class, but she didn't know either of them by name, which was probably for the best since as horny as Jen was, she couldn't help but start thinking of hot, kinky changes to put them through. And the fact that they were going to be having sex made it even better. Horny as she was, she never even tried to resist her urges.
Slipping two fingers into her pussy and rubbing furiously at her clit Jen began to focus of the guy.
He had just gotten his cock free, revealing a respectable six inches, but it was shrinking, not that he seemed to notice, nor did his girlfriend, who eagerly began to suck him off.
The guy gasped and bucked his hips, "Oh wow! You've never deep-throated me before!"
His girlfriend gave a muffled purr from around his cock, clearly putting her tongue to good use on his still shrinking member.
"Ah! Ah!" the guy pulled his jeans and boxers a little lower to give his girlfriend better access, in the process revealing that he was clean shaven down there, "Oh yeah, I love it when you do that with your tongue! Yeah, right there, that's the spot. Now harder!"
Smiling, the girl pulled away, revealing that her boyfriend now had a cute little clean shaven pussy complete with a dainty little clit.
"Come on," he urged, "Eat me out! You can taste how badly I need it."
She giggled and reached out to give his clit a little pinch, causing him to gasp and squirm, "I don't know, maybe you should do something for me first?"
With a fluid motion she took moved her hand to slip a single finger into his pussy and press her thumb against his clit.
"Sure babe," he pressed against her and bucked his hips, "Whatever you want."
"Whatever I want?" She made as though she was about to draw her hand back, only to plunge her finger in deeper and rub her thumb against his clit in a series of quick circles.
He nodded, eyes closed with pleasure.
"Alright then, how about giving my breasts some attention?"
Jen was barely able to stifle a gasp, the girl had just given her such an awesomely hot idea that she couldn't believe that she hadn't done it to someone already.
"Sure," the guy sighed, rubbing at his pussy when his girlfriend slid her hand away and lifted her shirt. Her boyfriend fumbled with her bra for a moment before her perky b-cup breasts were revealed, their little pink nipples erect.
"Give my nipples a good sucking," she purred, "You know, so I know how you want me to suck your clit."
He laughed, then took her left nipple in his mouth, the round swell of her breast seeming to rise to meet his eager mouth. She gasped, her breasts heaving with every breath she took.
At first it was barely noticeable, but it soon became obvious that her breasts really were growing, and on her right, unattended breast, it was also apparent that her nipples were growing as well, not only increasing in size, but darkening, their pale pink deepening in color to a shade that was nearly red. A moment later white drops of milk began to bead at the end of the nipple as her boyfriend sucked harder and harder.
When he pulled back, licking his lips, her breasts were a weighty d-cup, their firm roundness testament to how full they were.
"You taste delicious," he panted, lifting his hands to gently caress her breasts.
"Thanks," she sighed, "You have no idea how good that feels. They get so full sometimes and speaking of that, you still need to give my right side some attention. It feels weird to be full on one side and empty on the other. I might not be able to concentrate on your pussy properly unless you empty me out the rest of the way."
Eager to comply, he latched onto her right breast and began to suck away while she slipped a hand down her pants to finger herself.
Jen was fingering herself as well and was unable to help herself as she imagined the girl's breasts swelling further until they reached a double d-cup. On the girl's otherwise small frame, such big breasts seemed almost comical, but Jen's plan was only half done.
Her flat stomach began to grow, a roundness appearing where there was none before.
By the time her boyfriend finished with her right breast the girl's stomach had a visible bulge to it and the growth showed no sign of slowing, even as she knelt down to resume pleasuring her boyfriend's pussy.
Her tongue darted over his clit, flicking playfully before she ran it over his pussy lips, wet and flush with desire. Without warning she plunged it between his soft folds and began to eat him out in earnest, sucking and licking with such force that he staggered back until he was leaning against a bookshelf.
"Oh yes! You've got such a hot mouth!" he panted, writhing under her attentions, "Lick my tight little pussy, stick your tongue in deep!"
All the while the girl's stomach kept growing, swelling bigger and rounder until her innie belly button popped to an outie, and she began to cradle it in her arms to help support it, her skin growing increasingly taunt as it stretched further.
"I'm cumming!" her boyfriend squealed, sounding almost like a girl.
For good measure she gave his pussy one last lick, sucking up every drop of his juices.
"That was good," he sighed, holding out a hand to help her up.
She took it and rose to her feet, allowing Jen to get a good look at her.
Between her immense, milk filled breasts with their big, dark nipples, and her massive round belly the girl looked like she was pregnant with twins at least and ready to give birth at any moment. It was a struggle for her to get her bra back on and pull her shirt back down over her breasts and even then her big nipples were clearly visible through the fabric, not to mention her belly pushed her shirt up and her pants down, sticking out no matter how she tried to smooth her clothing down over it.
"I need to sit down for a moment," she sighed happily, rubbing her taunt, round belly.
Her boyfriend obligingly found a chair for her and pulled it over.
She sat down heavily and he sat down on the floor next to her.
"You're so nice," she said with a smile, putting her hand on his shoulder and cradling her belly with the other.
He laughed, "What can I say? You're amazingly hot and you can do things with your mouth that make me wet just thinking about them."
She joined in laughing and a few moments later they got up to leave. Her walking slowly and carefully due to the combined weight of her breasts and belly and him following with the relaxed walk of a woman who had just received a really good fucking.
It was only after they had left and the bell rang that Jen realized what she had done. She had just given a guy a pussy and made a girl look like she was pregnant, complete with lactating breasts and all the while she had been masturbating. Worst of all, as guilty as she felt about it, the thought still made her horny.
What was she going to do?