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Bzzt! Bzzt! Bzzt! Yuan blearily pawed at his night stand till he hit the snooze on his alarm clock. The green 5:45 AM shone far too brightly from the black LED display as Yuan dragged himself from his bed. His zombie like meander carried him to the bathroom where he began his waking routine. He hated having to get up this early, but he could not complain. For an 18 year old he was living the life. Yuan was a war orphan, his parents both died in the war, and to make matters worse, his country lost in the end, too. Had Yuan been born fortunate enough to be gifted, he may have made out better at the end of the war. Even in the post war environment (perhaps especially then), gifted children, an increasing trend over the last thirty or so years where people were born with super human abilities, were invaluable. The conquering force had built their own establishment on the infrastructure of the conquered capital, where the winners from the war lived lavishly on the wealth taken from the defeated. Though it did not last more than half a year after the end of the war, the old government seized as much as it could in desperate final pull to keep itself from dissolving. A 12 year old giftless orphan did not have any right to his dead parent's property, who was going to object? Throw the kid in an orphanage and call it welfare. The dingy, destitute orphanage run by weary and reluctant clergy did little to inspire Yuan to stay, so along with a few other boys, he ran away. Their gang fought to eke out their right to live and eventually learned how to survive on their own in streets of The Conquered Capital. Fast forward to about a month ago, and Yuan's fortunes finally started turning around in a dramatic way. Gifts usually manifest before age 10, so no one expected Yuan to suddenly start showing a gift on his 18th birthday. At first he thought he had melted his friend, feeling a weird itch in the back of his mind, he happened to probe it while shaking hands with his best mate, Jorge, when Jorge suddenly started to deflate, starting from his hand until all of him was a pile of clothes intertwined with a bizarre fleshy mass. He quickly figured out how to restore him, but after that the gang experimented with the new power to figure out how it worked. Exploiting his power, what Yuan calls "skin-ability" earned him and his gang their new homes in the present. Stepping out of the shower, Yuan dried off his thin body. A month in the lap of luxury could not reverse 6 years of living impoverish. He opened his closet to an incongruous wardrobe - an array of dresses, blouses, and skirts for all occasions splayed before him, but before any of those, he reached for his second skin. ___ "Miss Class Representative... Miss Telern?" Morainne blinked and looked up at her homeroom teacher asking after her. "Ah, sorry. What is it, Mr. Kale?" she responded. "Could you deliver these to Miss Portland at the nurse's office for me?" Mr. Kale explained. "It's the questionnaire everyone completed at the start of homeroom this morning." Recently students had been suffering fainting spells and it had gotten to the point where it seemed more than just coincidence. The school board had decided to do something about it, and the surveys were the first step. "Certainly, Mr. Kale," Morainne replied, accepting the manila envelope from him with a smile. There was plenty of time before the next class. Clutching the envelope to her respectable bosom, the senior set off towards the nurse's office musing about the school's recent affliction. Miss Caetlyn Portland was the young, well regarded school nurse for the most esteemed high school in New City. Morainne was an attractive enough young lady herself, but even she was envious of Miss Portland's mature beauty, markedly her curvacious figure and blessed bust that almost all the male students drooled over. She let her long brown hair flow freely down her back to about her waist and sported glasses atop a small nose in front of deep blue eyes. Some may speculate what really got Miss Portland's position at the top school in the city, but none denied her healing gift was one of the strongest in recent history. Arriving at the nurse's ward, Morainne was about to knock on the closed door when she suddenly heard the faint sound of a boy's moan. Curiosity piqued, Morainne slowly opened the ward door and peeked around inside. She did not see anyone at first, which was unusual enough, since Miss Portland was supposed to be there to receive the surveys, but then she spotted a silhouette behind the curtain surrounding the far bed. The inquisitive class representative entered the ward to sneak closer, and each step was rewarded with a clearer sound of what she had walked in on. The slurping sound increased in pace suddenly, and the boy's voice she heard earlier rose in climax, "Ah.. Fuck!" "Fuck indeed, you impatient horndogs," a girl's voice suddenly sounded from behind Morainne, making her jump. "You had a spectator since you couldn't wait a bit. Now of all times as well, with these questionnaires coming in." She was a frizzy red head with glasses, lightly freckled for a ginger, and she had a hint of bags under her eyes, just enough to make her look tired. It took a second before Morainne recognized Aemii from a few of her classes. The anemic girl was usually hunched over a bit and a lot more soft spoken. The two behind the curtain scrambled to arrange themselves before the curtain was pulled back. Miss Portland smiled warmly, not a hair out of place, at Morainne as the boy hastily finished pulling up his fly. "Thank you, Miss Lister for your input," she replied smoothly, "and thank you, Miss Telern, for joining us this morning." Morainne was suddenly felt like she was a mouse in a den of snakes. "Uh... I just came to deliver these surveys we took this morning... so, here they are!" She held out the envelop and Miss Portland casually tossed it on her desk without breaking eye contact. "And now I need to get back to homeroom before first period starts!" Morainne turned to the door, but Aemii stood between her and her escape route. The red head tapped her lips with one finger looking up and down thoughtfully at Morainne. As if inspecting a piece of meat, she realized nervously. "Not so fast, Miss Telern. You don't look so well." Miss Portland gave a look of sympathy that even Morainne could tell was feigned. "We wouldn't want you out somewhere vulnerable if you were to be suddenly taken by one of those awful fainting spells." She turned to the boy Morainne did not know. "Mr. Shauk, would you let Mr. Kale know that Miss Telern will be resting here until she's feeling well enough to return to class? And find out what's taking Jorge so long while you're out, please." Shauk gave a knowing smirk and bowed acquiescence at the command before leaving. Miss Portland returned her attention to Morainne. "Now, let's get you more comfortable, why don't we?" she practically purred with a smile. Aemii grabbed her wrists and pulled them behind her back with surprising force, while Miss Portland pulled a few lengths of measuring tape from a drawer. They bound her hands and legs with the cord and gagged her with a ball gag that Aemii pulled from her bag. The two admired their work with satisfaction, before Miss Portland asked, "Was there someone specific you wanted to do today?" To which Aemii shook her head. "No, this is perfect. Saves us some trouble, too. I'll stick to the restroom for now cause it blocks some noise, but you should stay up front because there will be more surveys coming from the other classes any minute now," Aemii replied. Miss Portland looked a bit disappointed. "Ah, you're right. Okay, we'll do that then. Oh, I need to ask Mrs. Olean to send Ehrin Mintz with their class's questionnaires since Jorge wanted her today..." The school nurse wandered back to her desk to start dialing the phone. Aemii looked down at the helpless Morainne with a sadistic smile. "It'll be just the two of us, for a little bit, Miss Class Rep. The inside of the bathroom was spacious for handicap accessibility and the nurse worked with the janitorial staff directly to help make sure it was always kept super clean. Aemii laid Morainne on the floor of the bathroom and set aside her bag. The redhead secured her captive's hands around the piping of the sink and, pinning her legs, lifted up Morainne's skirt. "Pink with white polka dots. Classy, as expected," Aemii mused, poking at Morainne's snatch through the fabric. The prisoner squeaked around her gag at the sudden sensation. Encouraged by the reaction, Aemii teased her more until Morainne's panties showed obvious wetness. Then, she felt her panties slide off her hips and down her legs, baring her womanhood to the cool air. "I wonder. Do you shave or are you just naturally smooth down here?" Aemii asked, though with the gag, she was not expecting an answer. Morainne felt her face flush hotly though, as if the spectacle was not embarrassing enough. "Or maybe puberty just hasn't kicked in enough. There are late bloomers even among girls." Aemii pressed her lips against Morainne's lower own, making the captive's breath catch. She then started moving her tongue over Morainne's pussy, teasing the clit a bit, before plunging in between the folds. Morainne could not contain a moan as an electric sensation coursed through her. "You liked that? Well, you'll love the next part," Aemii promised softly as she raised her face from Morainne's crotch. The redhead got off her prisoner to fetch her bag. Digging around inside, she retrieved a black, two-sided 6 inch long strap-on dildo, which she fastened to her hips under her skirt. She stroked it lovingly as she returned to Morainne, mounting her chest this time and laying the hard plastic against her face. "Let me take that gag off you. You can try to scream, or you can instead put that effort towards getting my ladyboner nice and sloppy and slick, 'cause you know what comes next," Aemii advised while she unfastened the ball gag. Mouth freed for the time being, Morainne coughed a few times before opening her mouth to retort, however Aemii cut her off by shoving her strap-on in before any words came out. "Save your breath, you'll have plenty of reason to yell soon enough. For now, you should get me nice and slimy, for your sake." Aemii started to move her hips around, pushing the dildo around Morainne's mouth. The prisoner tried her best to build as much saliva to lather on it as she could, her heart beating quickly as nervous fear intertwined with unnatural excitement. Morainne thought she would throw up a few times when Aemii pushed the strap-on deeper into her mouth towards her throat, but she managed to keep it in. Finally, the redhead withdrew her plastic penis, examining it's saliva covered surface with a satisfied nod. "Not bad. But you get to be the real judge of that." She climbed off of where she was straddling Morainne's chest and lifted her captive's legs. Morainne felt the slick plastic touch her legs and the black head popped out between her thighs. "I hope you're ready for this." The black rod slipped back out of view, but Morainne felt it clearly as the tip pressed against the folds of her vagina. Aemii slowly started to lean in with her hips, and with a cry, the head finally plunged into Morainne's pussy. Aemii started moving her hips, gently at first, then with increased vigor. Morainne could not stop moans from escaping her mouth and she closed her eyes so she would not have to see Aemii watching her lustily as she was violated. The thick black strap-on quickly brought Morainne to climax and shortly after, Aemii's pace faltered and she herself let out a little moan. Her captor pulled out, the plastic member dripping with sticky fluids, and Aemii sat back on the floor to catch her breath. Two knocks sounded on the door, and without waiting for a response, the handle turned. "You two look like you've been having fun." Miss Portland held the door open and three other figures were visible beyond its threshold. The boy from earlier, Shauk, was fingering a blonde girl Morainne did not know who was tied to the nearest bed. The girl still wore most of her uniform, but like Morainne, she had been stripped of her panties from under her skirt, and this girl's blouse had been opened and her breasts freed from her bra. Sitting on the next bed down, legs crossed was Mrs. Leone. If Nurse Portland was the number 1 beauty among the female staff at the school, Mrs. Leone was easily number 2. The young Math teacher kept her blonde hair cut shorter, just above her shoulders, while large brown eyes would sometimes give more of a cute than sexy appeal. Her bust was every bit a match for Miss Portland's and she made up for her shorter stature and legs with a delectable ass. "My girl parts had a delightful ride, but I'd really love to let my monster out to play," Aemii replied, rising to her feet and approaching Miss Portland. "Don't call it your 'monster,' you sound pretentious," Mrs. Leone uncharacteristically retorted with a grimace. Aemii stuck her tongue out at the older woman. The nurse smiled. "Of course, we'll get you set up now. You know the drill," she said, getting on her knees. She helped Aemii remove the strap on and then proceeded to start sticking her fingers inside Aemii's snatch. One at a time, until her whole hand had disappeared unnaturally inside Aemii's vagina. A second later, Miss Portland retreated, drawing with it, a male phallus! It quickly throbbed to full attention at 8 inches and was already leaking precum. Mrs. Leone stood up and came over to Miss Portland as well. "My turn, please," she said, unzipping her knee length business skirt and letting it fall to her ankles. She tore a hole in her pantyhose at her crotch and pulled her lace panties aside to bare her pussy for the nurse. "Give me a hand getting her to a bed, Tyhm?" Aemii asked over her shoulder as she returned to Morainne, crouching to untie her hands from the sink piping. Up close, Morainne could smell a strong odor from the male appendage sticking out from under Aemii's skirt. The boy, Tyhm, came over to help carry Morainne's bound body over to the other bed where her legs and hands bindings were replaced with a collar and leash secured to the bed and she was stripped of her remaining clothes. Mrs. Leone, still dressed above the waist, straddled the other girl, Ehrin, if Morainne remembered Miss Portland correctly from earlier, her face buried in the teacher's crotch. When she pulled her hips back, Morainne saw that she too had a 7 inch penis protruding from her vaginal lips! An exchange between Aemii and Tyhm returned Morainne's attention to her own troubles. "Front door or back?" Tyhm asked simply, as he unzipped and doffed his pants. "Hm... well since I technically did the front already, I'll take back this time," Aemii replied, turning to fetch lube from one of the drawers. While she tended to that, Tyhm smiled at Morainne as he stripped out of his boxers. "This is easier for everyone if you'll cooperate a bit. I can't promise it won't hurt, at least at first, but it'll get better if you just accept and enjoy it. It'll hurt a lot less if you go with it in any event." Morainne was not sure if that was supposed comforting or threatening, but the locked collar did not give much choice. As she returned, Aemii doused her engorged member with the fluid. Aemii stripped out of her remaining clothes, and mounted the bed, her member pulsed eagerly. "Let's see. Get on your hands and knees and point your ass to me," she commanded simply, reaffirming what Morainne had guessed 'front and back door' meant. Morainne complied nervously. She had broken her hymen with toys, but she'd always been too afraid to try anal, and now she was about to be sodomized by a tool bigger than any of her toys. She felt one of Aemii's hands grab her hip like a handle, while the other guided the head of her shaft to the entrance to Morainne's ass. Despite the brutality of the situation, just like with the strap-on, Aemii's initial penetration of her anus was as gentle as she could make it, the well lubed rod slowly sliding in, inch by inch. To Morainne it felt like forever - Aemii's cock pushed against places she had never felt before, and then somehow kept going. She no longer even noticed the sounds that escaped her own mouth. About half way in, Aemii leaned over her, the redhead's breasts pressed into Morainne's back and she felt arms embrace her chest. Aemii lifted her off her hands, leaning back so that Morainne's own weight suddenly pushed the dick deeper into her ass. Fully inserted into her rectum, Aemii leaned further till she rested her back on the bed, and had pulled Morainne entirely on top of her. Morainne suddenly felt her legs spread, and looking over her chest, saw Tyhm positioning himself over her. She felt him push his manhood into her open and available pussy, completing the dual penetration. "Ready..." Tyhm started to pump his hips, and Aemii timed her own to alternate their thrusts. Pain and pleasure exploded and fused in Morainne's body, becoming one in the same as the hot cocks churned her insides from both ends. Morainne vaguely felt hands grasp at her boobs, though she could not piece together enough sensory info through the flood of sensation from her pelvis to tell who was groping her, Aemii or Tyhm. Morainne could not separate where one orgasm ended and the next began, but at some point, she heard Aemii cry out behind her, "Ah.. fuck!.. I'm cumming!" Aemii's dick pumped her seed into Morainne's ass. Before Aemii's ejaculation had finished, Tyhm climaxed as well, the sensation of fluids filling both orifices pushing Morainne to one final orgasm that took her consciousness with it as it faded. Her final thought before black consumed her, was an idle musing, "So this is what all the other students have been fainting from..." ___ Looking down around Caetlyn Portland's generous mounds, Yuan watched, behind stolen blue eyes, as honors student, Ehrin Mintz, sucked the ten inch cock sticking out from under his short plain white skirt. Behind him, his best mate, Jeorge, wearing Mrs. Kimburlee Leone, plowed Ehrin's cunt. Naturally he was not equipped with a ten inch member, but wearing Caetlyn Portland allowed him to use her gift in conjunction to his own to make it possible. The sounds of climaxing drew his attention to the other bed where Pall, wearing Tyhm Shauk, and Shonn, wearing Aemii Lister, were both finishing inside their charge, Morainne Telern. Yuan withdrew from Ehrin's mouth to help his friends on the other bed untangle themselves. "She was pretty good for a surprise catch," Aemii admitted, wicking the sheath of semen and vaginal fluid from her cock with a paper towel. "I certainly wouldn't mind having her again." "I concur. She's pretty cute, too," agreed Tyhm. Yuan nodded, admiring Morainne's naked form. Yuan put his hand on her shoulder and activated his gift, causing Morainne's body to rapidly deflate as if it were only filled with air to begin with. Removing the collar and picking it up, he then traced a line from the nape of her neck down her back with his index finger, where a seam opened. Yuan passed the skin to Tyhm, who had taken off his remaining attire. Tyhm sat on the bed as he opened the seam and inserted one foot into Morainne's leg, working it like leggings up his own leg till most of it was flush along its length before repeating the process with the other leg. He stood and cinched the skin up over his buttocks and up to his waist, his re-excited manhood disappearing behind Morainne's smooth pelvis. Next came the arms, and filling those out brought the skin's chest up to Tym's own. Lastly, the boy stretched the opening at the neck enough so that he could duck and pull it over his own head. Some poking and prodding at bits to make sure everything was flush, and Yuan finished the process by resealing the seam along the back. The skin took a few seconds to finish adjusting but soon enough Morainne once again stood among their company in full life. She tested her limbs one at a time to make sure everything was working properly, and recited her name, age, and some other personal information to make sure the memory diving was functioning as well. Finally, she turned to Yuan with a wink. "Well, I think I've been on the receiving end plenty for today! Miss Portland, do you think you could help me give a little back as well?" She made puppy dog eyes at the grinning nurse. "Anything for my darling students, my dear," Yuan replied sweetly, as he came over to Morainne and began inserting fingers into her cunt. His manicured hands encountered the semen from the earlier threesome along the way, but soon enough, Morainne had joined their shemale ranks. As she stroked her new member, she met Aemii's eyes and licked her lips. Aemii rolled her eyes. "Alright, I'll catch," she sighed, turning to Yuan, with her hips thrust out. "Don't pretend you don't like it," Morainne cooed, moving around behind Aemii as Yuan forced Aemii's dick back inside her pussy, returning her to full female. Morainne's hot rod slid between Aemii's legs poking out under her snatch, its engorgement pushing it against her labial folds. Morainne's hands reached around to grope at Aemii's respectable breasts while Aemii's own hands wandered down to stroke the cock sticking out between her thighs. She turned over her shoulder to meet Morainne's lips in a passionate kiss. Yuan left the two to their fun, returning his attention to Kimburlee and Ehrin. Kimburlee had creampied and facialed her victim already, and was resting on the side of the bed, though watching the other two had made her dainty hand wander back to absently fondling her member. Ehrin had already passed out. "Done already, Mrs. Leone?" Yuan teased his friend. "Are you certain you can satisfy Mr. Leone like that?" Kimburlee chuckled. "My husband is not the one who has to worry about dissatisfaction in bed," she winked. "Why do you think I'm here?" Yuan gave the woman a wry smile. "Well you've had your fun, I see, but I've been mostly working this whole time. Why don't you help me... get a load off." The roleplay was part of the fun, and it certainly brought Yuan's cock back to excitement, as he lifted his short skirt to free it once more. "I think I can oblige that request. You always take care of our students so well, I should return the favor and take care of you for a change," Kimburlee hummed sultrily as she settled on her knees before Yuan's member. The blonde's lips played expertly along the fleshy shaft. Yuan got to work on his blouse, up till now he had still been fully clothed. His white coat quickly piled on the ground behind him, and his open shirt revealed his bountiful breasts, now bound only by a black lace bra. As Kimburlee worked his cock and her own below, Yuan's hands floated to his breasts where he massaged and pinched their weight through the bra. He heard Caetlyn's voice float from his mouth as moans of pleasure escaped him. Not to be beaten in the chesty arena, Kimburlee shed her tops, layer at a time without ever stopping her treatment of Yuan's dick, until her own boobs were bear, at which point she rose from her haunches to bring them into the fray. Shaft buried in that fertile valley and head tended by tactile tongue work and luscious lips, Yuan felt himself reaching his peak. "Ha...ha.. Make sure.. to swallow every drop... for the full dose!" Yuan panted just before he started to cum. In the same way that he could control the size of his equipment, he could also influence its performance. His cock exploded inside Kimburlee's mouth, quickly flooding it. White love juice spilled out, running down the math teacher's chin, neck and chest. It fell from her mouth in waves steadily forming a pool on the floor under her knees, without showing any signs of stopping. "Shit, Miss Portland. You never cease to amaze. 'Swallow every drop?' Ha! If you're not careful, you'll drown one of us someday!" Morainne commented with a wry grin. She sat at the edge of a bed while Aemii bobbed at her crotch, giving her classmate her own tit job. Turning her attention to the girl between her legs, Morainne licked her lips. "Do make sure you get me nice and slippery. You know, for your own sake," she said with a devious smile. At his friend's comment, Yuan cut off his ejaculation and pulled out of Kimburlee's mouth. The other woman swallowed what was left in her mouth and licked her lips, her hands teased her mounds making squishing noises as the semen covering her front squelched between her hands and her breasts. Yuan dropped to his knees as well, putting himself on level with Kimburlee so they could embrace, sharing a tongueful kiss while mushing Yuan's cum between their breasts. While they made out, Yuan pushed Kimburlee's erection back into her pussy, resealing her cunt for her. On the bed, Aemii had mounted Morainne's member and was bouncing enthusiastically atop it, groping the other girl's boobs like handlebars as she rode her classmate's cock. Yuan pulled away and rose, pulling Kimburlee back onto her feet with him. "How are your memories, Miss Telern?" she asked the girl on her back. "I'm pretty good at this by now, Miss Portland. I remember delivering my class's surveys but suddenly felt light headed and had to lay down. I've been passed out ever since!" Morainne answered between Aemii's moans. "You poor thing," Yuan cooed. "Well don't you worry, dear. We've been taking good care of you." He chuckled softly. "I think Miss Mintz may need our attention next however." Ehrin was still unconscious, sleeping soundly despite still being tied and flecked with Kimburlee's cum. Kimburlee helped Yuan to untie the girl and Yuan used his gift on her as well, opening her deflated back. Morainne groaned. "I'll.. be there in just a second, Miss Portland! I... I'm cumming!" she cried out as she thrust once more and poured her seed into Aemii's cunt. The two girls took another minute to catch their breath before separating. Aemii went over to Kimburlee where they started playing with each other while Yuan helped Morainne into the Ehrin skin. Since the two were about the same size, Morainne easily slipped into Ehrin, though Ehrin's long blonde hair took a little more maneuvering to work around. Once Yuan sealed up her back, Ehrin repeated Morainne's earlier ritual, testing limbs and reciting some personal information to make sure everything was working right. Having already made it as far as scissoring, Yuan decided not to break up Aemii and Kimburlee. The two slowed to watch him as he came over and reached between their touching pussies into Aemii's, once more releasing her cock into the open. "It seems..." Kimburlee started with a smile, "that some private tutoring is in order, Miss Lister." She gently caressed Aemii's dick, quickly bringing it to full attention. The young girl gasped at the touch, suddenly acting very timid and uncertain. "Mrs. Leone... I.. how did this... thing.... what do I do? It feels so strange. I'm scared!" She trembled. "Relax, and just leave everything to me," Kimburlee reassured her, as she brought the flesh rod to her lips. "Nurse Portland." Ehrin's concerned voice drew Yuan's attention back to the other bed, where Ehrin had laid down. "I'm not feeling so well. I feel hot." She tentatively touched her bare clit. "Especially down here. Is there something wrong with me?" She asked nervously. Yuan smiled reassuringly, getting onto the bed with his student. "Well, I'll just have to take a look," he replied, gently moving her hand so he could bring his face closer to her crotch. He caressed the outer folds eliciting a yelp from his patient. "Let me know how this feels." He instructed before pushing his tongue into the flesh of her pussy. "Aah! Miss... Portland, that's... It feels weird. But in a good way... D- Don't stop!" Ehrin's breathing picked up as Yuan's tongue grew more aggressive. "Miss Portland! I- something's... Ahh!" Suddenly Yuan felt Ehrin's pussy contract around his tongue and vaginal juices squirted out over his face as Ehrin came. Pulling back onto his haunches, Yuan wiped some of the fluids from his face, licking a bit up with his tongue. "I believe I know the problem, Miss Mintz," he began. After he had came earlier, his skirt had fell to re-cover his flaccid penis. Now he lifted his hemline again to reveal his 5 inch soft length pouring out over the front of his matching black lace panties. "This tool will be vital to your treatment, but I'll need your help to prepare it," Yuan explained. "I need you to start by using your mouth to get it firm and moist." Ehrin nodded breathlessly, and leaned forward, tentatively touching Yuan's meat before guiding it into her mouth. She rolled it around her mouth a bit experimentally, before beginning to suck on it more seriously, and it did not take long before it had expanded more than she could contain in her mouth. Ehrin lathered the length of Yuan's rod with saliva and by then it was certainly sufficiently firm. "How's this, Miss Portland?" she asked around the meaty shaft. "Is it ready yet? I don't know how much longer I can wait." "Yes, that seems to be good," Yuan answered her, extracting his dripping member from the school girl's mouth. Ehrin wiped her mouth and settled onto her back, legs spread invitingly. Her pussy practically streamed with precum. Yuan poised himself over her, lining up the head of his cock with her snatch. "Now then, this may hurt a little, but please bear with it," he warned just before starting to push with his hips. Ehrin moaned as the tip pushed between the lips of her cunt and continued to slide its unreal length deeper and deeper into her vagina. As he further penetrated his student, Aemii's voice rose from the other bed. "M... Mrs. Leone! Something's coming... something's coming out! Aaaaahh!" she squealed as white juice erupted from her cock where it sat between Kimburlee's breasts and squirted all over her teacher's face. Kimburlee lapped up and swallowed what made it to her mouth, and wiped her face clean with the sheet once Aemii had finished. "Well done, Miss Lister. Once we have removed all of the fluid sustaining your extraneous appendage, it should wither and you should return to normal," Kimburlee praised her student. "However, one shot is rarely sufficient, as you can see," she said, stroking Aemii's still quite excited member, "and we must be thorough, or it will never go away." Kimburlee shifted to sit on her rump, spreading her legs and pulling aside her panties through the hole in her pantyhose so that her moist cunt was visible. "This time, I suggest inserting the appendage here." She spread her labia invitingly. "As you say, Mrs. Leone." Aemii looked mesmerized by the spectacle, her cock twitching as she maneuvered into penetration position. Kimburlee gently guided Aemii's penis into her pussy herself, letting out a soft moan as it entered. "It's hot and tight, Mrs. Leone," Aemii commented as she let her weight push further in. "Try to bear with it, Miss Lister. Once it is situated, you will need to use your hips to move it around inside so that it is stimulated properly," Kimburlee instructed through increasing breath. "Aaahhh!" Ehrin cried as Yuan felt her start to contract around his cock. He continued his hip's movement, pounding the school girl's pussy through her orgasm. Leaning forward without slowing, their lips locked in a kiss as their hands explored each others mammaries. After feeling her clench a second time around him, Yuan broke away from their kissing to finish up. "Ha...ha...ha.. You've done well to endure thus far... Miss Mintz.... We're just about finished," he panted. "This tool will... very soon... release a fluid that will... coat your insides... and help make you feel better!" With the last word, Yuan thrust all the way in, his cock reached well into her uterus, and began unleashing his load. The connected nurse and student collectively cried out as pleasure over took them both. Nearby, similarly joined student and teacher also moaned in unison as Aemii's dick spewed forth her seed inside Kimburlee's voracious cunt. Yuan let himself cum for another minute, reviling in the constant high as each contraction forced his semen to spew out of Ehrin's pussy around his cock, the girl's flooded reproductive track simply unable to hold more despite the unending flow. Finally he finished and letting himself and Ehrin catch their breath. The four women lingered that way for a few minutes, panting as they basked in their mutual orgasmic afterglow. Finally, Kimburlee stirred, checking her watch, she extracted Aemii from her cunt and got to her feet, rousing the others from their stupor. "Alright, ladies, let's start clean up. I have a class to teach in fifteen minutes, so I need to be refreshed first." Yuan nodded, pulling himself out of Ehrin's sopping snatch. The others started moving as well without needing instruction. Among the perpetrators, none of the skins worn were chosen without reason. Each one had a unique gift that helped facilitate their promiscuous activities. Kimburlee could influence sound. The school often asked her to proctor exams because she could ensure that rooms stayed quiet. In this case, her gift made it so that no one heard their wild escapades from outside. Aemii was in charge of clean up, her gift allowed her to manipulate local fluids making it an easy process no matter how messy they got. Tyhm was a little more complicated. He called his gift "The Impressionist," claiming that it allowed him to don personas and change his mannerisms, making it a powerful aid in his interest in acting and performing. In reality, Tyhm's gift altered his own memories, he could hide or fabricate memories and used that to influence his behavior when acting. Normally his ability was limited to himself, however that changed when paired with Yuan's skins, allowing him to change the memories of anyone he wore. Caetlyn used her gift admirably as a powerful healing tool, but it was, in truth more flexible than that. Accompanying her to the bathroom, Yuan placed a hand on Kimburlee's pelvis, opening Caetlyn's gift to his use. Caetlyn's gift allowed her to manipulate flesh. Through it, he sensed that none of the sexual activity had caused any impregnation, and spreading his awareness to the rest of her body, sensed no damage or other strains. Finally he triggered some normally involuntary muscular contractions in her pelvis to force most of the semen that was still in there out. Clearing her, he called Ehrin over where they repeated the process. With the clean bill of health, Morainne stripped out of Ehrin for her own turn. Unlike the previous two ladies, Morainne was menstruating. Focused on her womb, Yuan could sense the sperm cells attacking an available ovum. That would naturally lead to trouble, so Yuan used Caetlyn's gift to stimulate Morainne's uterus, forcibly advancing her period and ejecting the egg and remaining sperm from her system. Leaving Morainne's skin, Tyhm had his own turn at bodily inspection, just to be thorough. Tyhm carried Ehrin and Morainne's skins back out to the main ward and called Aemii, who had by that time mostly finished returning the nurse's ward to its usual spotless shine, for her turn. Yuan also took this opportunity to return the girl's full femininity. Finally, even though he did not do any receiving today, Yuan checked Caetlyn's own body for good measure, and finding her clean, washed his hands and returned to the main ward. Tyhm had redressed and was setting about preparing their two victims for revival while Aemii finished tying the tie of her uniform. Wtih Tym and Aemii's help, the two skins were restored to their attire and Yuan restored them to life. Both would remain sleeping for another ten minutes at minimum before waking as the latest fainting victims. Aemii said her thanks and farewells and headed back to her class. Being a diagnosed anemic, she was frequently in and out of the nurse's office, and most teachers did not even bat an eye at it anymore. Tyhm also, having done his work, left for his first class. He had self study first two periods to accommodate his official role as first shift nurse's aid, a position that arose in response to Miss Portland needing some extra hands to help deal with all these recent fainting cases. Alone now save for the two sleeping girls, Yuan settled at Caetlyn's desk to start tackling some of those questionnaires. Staring at the pile of papers before him, he grimaced. They would have to change something about how they had been going on, since simply fainting was becoming suspect. Even if Tyhm inserted specific memories instead of just blanking, the transition periods between skinning and reviving still involved loss of consciousness. Yuan leafed through some of the surveys. Most of the questions were fluff: diet, activity, allergies, largely unhelpful information for his purposes. One of the fields of question however could hold the answers he was hoping for. 'As concisely as possible, describe your gift, under what conditions and with what restrictions it works to the best of you knowledge.' If there was one thing New City was prickly about it was gifts, and even as the Nurse in charge of the most high class high school in New City, Yuan could only get official information about students' gifts by special request and after proving he needed to know for medical reasons. Thanks to the concern over the fainting spells, he had finally managed to get an open book to the gifts that populated his school. Even though he could not think of anything off the top of his head, somewhere in this stack of papers might be a student with a gift that would inspire a solution to his problem. If not, they may have to simply cease their school orgies entirely. Yuan sighed. He supposed it was not as if their night life was not exciting enough. The bell rang, indicating the end of second period. There was five minutes till the start of third period and the beginning of second shift for Nurse's aid. A smile spread across Yuan's plump red lips. Second shift was Trasee Olann, an energetic and curvy junior interested in medicine. They would have to wait till Ehrin and Morainne could be discharged but after that... Quiet second shifts were rarely unexciting with a transsexual bombshell and a nymphomaniac understudy. Yuan's cock twitched excitedly under the fabric of his skirt. Despite potential troubles looming on tomorrow's horizon, there was still plenty of fun to be had today.