Project currently named "Gender Shifters"

Project currently named “Gender Shifters”

July 29, 2023

CW: underage, teacher-student, dub-con, porny-scifi, inaccurate/forced transition discussion

I could use some help for this. Ala some of the GSS greats I am doing a gender swap version of a subplot of this story in Chapters 9, 12, 14 of student teacher affair in a world being filled and altered by Body Shifters – cum needy shapeshifters who seduce men by deed and then chemical and psychological domination and deceit – changed into an MLM version of the storythread with a fuckboy student who ends up seducing and corrupting his human-turned-shifter teacher.

My issue is either the student needs to be into men and so she turns he to fulfill him and get his seed (simplest) OR the teacher is already a dude but just undercover, as the female version, about her transformation into a cum feeding lust blolb and then shapeshifting to accommodate a gay boy in a world where het-sex fantasy caterers are ten to a penny.

One big thing is in the 1st instance, the inciting incident that triggers the spiral of an affair by revealing herself to her student, is the student smelling the lady teacher's perfume while in her old body, this arouses him, which she senses, and thus unconsciously but flagrantly shifts to entice him. He notices and so starts takes the lead, dominating her, knowing her shifter instincts and nature will make her override any objections or other concerns to feed on his cum and be used by her. This will not work if the boy into .. well dudes and she is in female form. If the teacher is already a dude it might work but that needs more thought into the change of the story, narrative, and characterization. Either way a change in name.

A key part is the dramatic guilt and growing desire for the boy and loathing of herself and her infidelity and perfidy

I have some parts/adjusts already written out in a very rough and incomplete edit/adjustment

Not sure if should keep the “Caterill/a” (singular/plural) change to “Shifter” but felt like an idea to free things up or at least mark where gone over changes. Was simple to do...

If care to, read and reply and advise

CHAPTER 9: Sarah's difficult student.

* * *

Sarah chose to have a quiet afternoon in class, by having the students read a chapter from the book while she marked their homework.

“Question fourteen, the answer is D, Robert Owen in 1817,” she thought to herself as she marked a student down, before realizingrealising that she hadn't opened her teacher's edition onto the correct page yet.

Instead of looking it up, she reached over and opened the book to page 103 and found the official answer.

(D) Robert Owen, 1817.

“How did she know that?” she wondered as she looked back at the student's homework, looking for a clue. she then looked away, closed my eyes for a second and quietly said to myself: “Twenty-three, My Dark Rosaleen by James Clarence Mangan, answer is... A?”

She looked back at the teacher's edition, turned the page and read the official answer.

(A) My Dark Rosaleen, James Mangan (1803 – 1849).

“How the fuck did I know that?”

She played this game a few more times with random sections of the book before concluding that as a Caterilla, she now has a phenomenal memory. She was able to recall, in an instant, every line of every page.

In fact, as she sat there glancing over the homework, and she could instantly recall what answers each student had given for their homework since the start of term! Thinking it over for another second a hidden correlation the class came into focus.

There. Billy, male, arrogant, and young enough to have reached puberty after the arrival of Caterilla kind. A man that grew up in a world full of sperm-chasing Caterilla, never having known rejection or insecurity, and brought up to see women as nothing more than objects that would do his bidding.

Most memorable because, in a fit of hormone driven anger, she'd throw a textbook at him earlier in the academic year.

He deserved it.

Ah but in the other corner was Sally. Thin, quite tall, and athletic. In Sarah's school days she would be the campus social life sought and followed and selecting. But now, here, today, there was a point nine-seven probability that she was the source of Billy's written work.

How had this perversity happen to her? Ah, that much was easy to understand: Sex. He'd hung the promise of actual attention and loving over her virgin shoulders. Like she was the sick craven troll he could demand service as his birthright.

“Should I tell her parents?”

She considered. No, they probably already knew (or were even helping). Grandchildren needed motivation for anyone nowadays.

She wanted to tackle the perpetrator, legitimately.

Make him stay.

Later she could go off at him. In private

This time she would break his smugness.

* * *

I closed the classroom door after the last student had left. I'd heard the corridor outside start to clear of people as the halls echoed then quieted. No interference. I turned and looked at Billy. His smirk, baseball cap, and high school sports jacket hung loosely over a middling tall, slender, teenage buck.

“So what can I do for you?” he said ending with a grin as he leaned back on his chair.

I took the offensive, picked up sheetand adjusted my wire-frames on my nose, remembering to squint then blink before I chose put him on the spot: “Who was your last homework essay about?”

He slinked up soles to the floor narrowed his eyes as lips flattened and brow furrowed, “That guy, Scottish, Burns.” My ears caught the swallowing after his statement.

The smile on my own face put the fawn's prior to shame, “Wasn't that the topic from the week before?”

Billy temples reddened as creases dampened. I had no intention of letting him cheat me, my class. He sat rigid, nostrils increasing in aperture. He was calculating what he was about to get and what, if anything, he could do about it.

I stood in front of him, close, arms folded, eye-teeth glinting at my catch of the worm. Looking down over him, he was quivering in form, especially the neck even as tried to tighten cheeks into a jaw. He knew I would make him suffer for his bratty arrogance.

Billy looked up at me, I wondered if he was about to attempt an appeal, when an important mistake was made. I'd gotten close enough that he could smell my perfume.

* * *

Step backwards some

You have to understand, that admitting you're a Caterill in the workplace is the same as asking for a pay cut. Or, if like me you're only hanging on to your job with your fingernails, I could be fired on the spot.

It had helped that I hadn't been one for more than 2 years and moved in with the recent staffing crisis.

I was wearing my “old” body to class, like work uniform I kept around just to make dresscode. I still looked like the same middle aged, slightly round English teacher that everybody had come to expect since I started working here.

I looked maybe a little trimmer than my old human self, but had to minimise my Caterill nature at work. But its your whole body. Not just in your head. My enhanced memory and panic interacted to make me recollect when I'd learned. How I'd come to this infidel route.

“Are you absolutely sure this is your wife?” asked the thirty something female doctor, looking across her dark mahogany desk

“We've been down this road before!” he held my hand tightly, “this is definitely My Sarah.”

“You're sure of that? Our tests show that she has Shifter cells!”

“We have a system,” the voice I've know as my better half for 6 years answered defiantly. He was angry at the dismissal or his mind. I was stuck between rage, horror, and despair.

The doctor took a moment to consider the situation, leaning back on the dark leather of the office chair, took another inquisitive look at us.

“Very well then. Your. . . wife- Sarah – seems to have contracted the metamorphic ability of the Caterilla.”

I demanded an explanation, somehow. I needed his arm so so badly then.

“How much do you know about their physiology?”

“Just what is on TV” one of us replied.

The doctor smiled. I shook and began to hum-whine as my legs scraped each other and shoes the floor.

“Despite all this time, the complete process and breath behind their shape shifting is still being research,” the doctor explained. “But we do know that it happens on the cellular level and involves cell machinery and behavior quite different from our own. . ” the professional continued and those exceptional unlike muscle or brain but both and neither absorbed. I didn't know that then, only later would they be using what they learned, taught me, shared and weaved into my stream of thought now.

They-We have the ability to select particular gene sequences, and implement them any time they like.

“Like a computer choosing to run different programs” my spouse's voice hadn't sounded that sure. His biological knowledge could be put on notecard and leave more room than started.

While in fixed state Caterpilla have the organs; respiratory, nervous, digestive, reproductive systems, a lifeform would need for the shape in their intelligence is not located inside their human brains, but that part of vestigal or possibly invisible, some speculated quantum entangling one, spread out throughout their bodies. Any part of our bodies can develop to want, think, need. But to not become metastasized we link within a form. Like a band

A symphony of me. Each member with need, specific pitch, want, tempo, and so.

In cooperation like a hive or colony this or these minds are perfectly adapting. Capable in any environment and situation.

An almost intelligent design if you will, except for our one true flaw.”

The doctor's voice came to my current attention, “unlike our own, lack the ability to repair and maintain DNA as it decays naturally over time. Instead they must rely on other creatures to provide this vital material, and have to form a symbiotic relationship with another species simply to survive. Specifically, they need the pre-Meiosis DNA found in reproductive material.”

No. I'd worked so hard. Been so good. I couldn't.. I wouldn't let this happen. I wouldn't metamorphise to fulfill HIM of all things.

“You've had close contact with Shifters. Close… physical contact. Exchanged the richest body fluids, yes?” the doctors voice was curious but not questioning. The Shifter cells abilities getting the better of her, ME.

I was now the one under pressure as I sensed him getting aroused at this close contact. I should back away, I knew, but even as I moved, my grey sweater gave me away by unbuttoning itself and revealing a shadow of … pec?

I sensed the energy of Billy's reaction flow over me, which in turn started a chain reaction of exposure and resculpting flesh.

Billy smiled at my sudden yet pleasing transformation, before looking over my catering form and then staring intently into his eyes. MY eyes. Perfect. Trembling. Eyes

“You're pretty smart...” Billy started, as he leant forward. My lips whispered as my brain fought my minds, arms handing, 'clothing' spilling down and off into shapes his body heat, heartbeat, smell and.. aura responded more and more to.

My mind fighting fearful. My traitorous body opening, baring. Excited.

“You know what I tell smart, baggy, bitchy women to do,” he outdid my predatory smile with an open sharp mouth, enjoying the moment. “...I make them my perfect cockwhote.”

I stood there. Wanting him told off.

“Tell him that he shouldn't treat people like that.”

He shouldn't seduce a teacher with his intense boundless he-energy. Not to women. Especially not to me.

I couldn't stand against it.

I landed on my hands, face down on my knees, surprised as much as anyone that I was now face to face with his brown felt shoes.. But at ease when my mind relaxed, just alittle to accept the loss of not having to struggle physically just against the feelings, the thoughts to keep in place of the tide and undertow. My tongue extended out from past my lips tickles before elongating and lapping at his Lugz. It felt so natural to reach gently shine out his fuzzy footwear hard and hold my hands as the small of my back.

I/Shifter Me was enthralled eager to show him all the stuff I'd learnt from Sam and practiced on my spouse. I touche the tip up under his pant cuff past smooth men's silken sock to calf-skinopened my perfect mouth and let my long pink tongue stretch out and gently circle against the narrow but turgid end of his leg, tasting another man for the first time since my re-birth..

Playfully I followed through by stretching out up against the other leg, eyes wide more, as I coiled my wet slimy tongue up along his shaft all up along the way to his inner thighs, rough thick fingers with short nails tickled from middle seat of his pants beneath the taint to the balls at his crotch. My nostrils tickles as the burning on my skin added weight that drowned the objecting figment of my married wife self under the turmbulent squalling cockwhore sea of desire.

Once I felt him secure in my embrace, I had the irresistible urge to hook his waistband from underneath pull back and down with my outstretched tongue and smoothly pants him before snapping my mouth shut. Enjoying the feeling of the thrill and surprise along with surge in aggression as the remaining indepent length worked his pants down to his ankles to a spill to join twining the other while now digging down to under his sock to his soul

That final act had subsumed her entirely to HIM. Not even stung. They could each taste his feet still.

A mere distraction to the flood of their nostrils. Billy's pubic scent and the sight even behind speckled tightly worn pair off panties. Sarah was so overthrown she couldn't even make HIS whiskered mouth smirk. But both's heart, seized at one at the sight and anticipation of the feast.fingers grasped and dug about atop the youth's knees. Nosing deeply snorting like boar for feed. Even as the finely heavy full bristles tickled and drew, parted and cut at the undercloth the play had worked.

Billy didn't notice the telltale red raises spots on his skin or understand the rush of liquid excitement to where HE licked and mouthed and tore cloth and soon suckled was more than just man's blood rising his member.

“That's the last time you give me a hard time in class b-buh biiiiitch,” he declared as palm out brow fingers bent to dig into the dark highlighted auburn hair of his once teacher not servant. His vision sharpened along with the absolute NEED to drive into this bitch.

“Uhhhh,” HE thrummed, rumbling his throat and lower jaw as length and scrotum held and massaged them.

“I told her . . . I'd fuck her . . uh...at uh – prom,” he panted. Who? No need. Serve. Excited. FEED.

All else largely forgotten in a sperm induced haze.

* * *

I sat there alone, barely blinking. Trying hopelessly to reconcile my love for my husband with my new found lusts and body. I cursed the closeted teen. Speculation on what about queers had been bubbling, not on the primetime news. No too disturbing in this man fantasy on earth. Now I had found out, personally witnessed. I was a regular Lara Croft.

But even as I thought about it I realised how stupid the idea was. It wasn't him; it was me, this body. The taste of his sperm affected this Caterilla body in ways I was now only beginning to understand.

It's so hard to control it, now that Gary is refusing me. Resisting my milk. I he'd caught me on the fourth attempt to sneak into his drinks. It was torture.

“We can't be sure how much is TOO much exposure. Suffice to say you'll need to...limit contact, until we know how to mitigate the...replacement rate and hope not spread.”

Sex was the key. I needed sex. With him. Then I could reshape to his ideal, my newer curvery, toned, beefy, hot self. ARGH

There was no way it could work. CockWhore was within. I wanted both Husband and my master. No, stop, I mean my student. NO I don't want my student.

His words ran through my mind, clear as day in my impeccable memory.

“I told her . . . I'd fuck her. . . at ... prom,” he that gasping harsh throaty rushing sound of his voice. Made me hard. UGH Nips.. hurt. Good god too.. much.

My mind even without Cockwhore in full control wasn't in mine. It drew and ran and perculated. All along the lines of what drew out and heard and saw with senses shaper and deeper than any woman's or mans. My thoughts tried to go to lazy Sundays, cleaning schedules, days of comfort after diagnosis. But the arms at my shoulders weren't old but not unfamiliar. Imaginarily pinning a phantom down over a classroom desk. Billy's rough hands groping heavy at the hard nipples. A hollow rapturous cry.

I shuddered looking at the thin slightly colored discharge on my desk. I leaned in, blinking, cones and rods readjusting focusing, optic nerves rewiring. Whatever came out of from the length between my fingers it had not sperm. I knew that as much as I knew were my knee was or I was no longer female. Human

The discharge seems to spread, diffuse and then sink ,soon though could see microscopic sratches and grain and mites...not the watery emission. My chest heaved.

I stood up and looked at my reflection in the dark classroom glass, and saw me. I think I could draw some concept of where from. The Paper Towel mascot, the older one before the Caterpilla made society not even try to not promote females as models and mascots. Well things that *looked* female.

I blushed reddened cheeks visible under my brown russet highlted full beard. I had a sturdy solid body but hair that seemed more perfect than could be possible without hours of treatments. It was bristly and smooth up the jawline connecting through my sideburns, I had SIDEBURNS, to my hair. It even performed a slight change in tone, attractive in the right light but in common acceptable, not directly drawing attention.

The face smiled, frowned, furrowed, and went through the gamut but never looked much softer. I glanced to my arms, no rough parts or stretch marks. Solid, no flab, carveds I seemed to pump or deepen my cut with each move. I focused, invisible line over my skin became light then heavy red brown hair. Then fur. Woman, I was wondering if man or ape. The idead of being so primal. Beast moistened my mouth and made my guts churn. My nails were strong and thick but even.

A glitter at the side made me look to my shadowed reflection and turn my head. I had tiny green bead piercings in each lobe but a small but thick gauge hoop on one ear. The back of my head wasn't a mullet but some decorative style at the ends to a bare enough neck, no fat and lips, just strong muscle, skin and peppering of hairs that seems to form a pattern that I felt my eyes shifting to catch right. I wasn't sure if below my collar it was growing or moving. And a human likely couldn't hope to without being caught.

I was dreading this. For my Mesomorphic build and rectangular frame I was bigger in one comparison to the “work outfit”

“Damn, gay are straight why like them so...big”

They were fat, solid and extended out but how fitted in the open clutching sides of my sprung open flannel through the easily unconcealing white tee where muscle tits of Cockwhore. They were more turgid but felt simulataneously hard stopping me but pressing outward. And the nipples. I didn't lean aagainst the window to not leave a hairline.

I could bounce, suck them in widen them, they liked, felt happier flat but didn't dislike puffing out. And with a pinch I found could still squeeze out my magic milk through my shirt into my hand and...oh

I rubbed it then brought to my sharp narrow nose. Then I peered as the 'milk' faded, leaving my hands no wetter than lotion or oil. It was most like the fluid I'd ejaculated just now. My throat drew up and down.

Looking over to Billy's desk I spotted a half empty bottle of mineral water, sitting upright and discarded.

I realised why Billy had been so .. overt, forceful, unguarded. I'd been dousing him with...IT. I didn't know know. My human brain wasn't equiped. But the Caterpill flesh, the attuned, adaptive, catering glands, and sniffers and thinking cells. They'd been faithful to their mission. Their directive. To help get me a supplier. One that would FORCE his sperm into me. While I forced my milk, venom, or musk into him. OR anything I could. Tainting them. Turning them. Slowly stripping them of the wrapping about the maniac beast within all mankind.

Its why he kept babbling, kept going. And to the end his eyes been. FULL of something besides consciousness. Or lust. Or desire. Something primal and alien at the same time. Soaking into his cerebral fluids. Rushing through his blood, saturating his fat cooking loose then broiling hard the bones and muscle.

Sarah was once again in her classroom, writing the headline of today's study topic on the whiteboard. To keep her identity as a Body Caterilla a secret, Sarah had changed back to her old human form. But these days she walked with a spring in her step and a happy contented smile on her face.

There was a snigger from the back. One of the boys must have whispered something silly. Perhaps it was Billy joking again about his latest conquest.

Sarah turned around to look at the class and was surprised to see worried faces on two of the girls up front. They were staring past her at the whiteboard, looking worried by what they saw.

“It's not that hard,” Sarah muttered to herself as she turned around and looked for herself.

“Fuck Me Senseless!” was written on the board in Sarah's own handwriting.

That was my “oh crap” moment.

A quick wipe with the eraser, and I was writing the title again. “Just keep calm, Sarah” I said quietly to myself, wondering if I was going crazy or if my Caterilla body was rebelling again.

“H... e... mm... i... n... g... way,” I spelled on the board, mouthing every vocal to make sure that my traitorous hand wrote it properly.

I looked back at the class as if nothing had happened, only to see one of the shocked girls shake her head and point at the whiteboard in horror.

So I looked back. “I want to taste your CUM,” the board demanded, again in my careful scrawl.

“Oh shit,” I mouthed much louder this time, as I cleaned the board with another flick of my eraser. But it was too late. I could feel my dress tightening up around my slimming legs, while the cotton in my shirt was gradually transforming itself into silky lingerie.

Slowly I turned around, my folded arms covering my growing and partially exposed bosom, my face questioning how I could brush over this now very public infraction.

But to my surprise almost all of my students were suddenly gone, and all that remained was Billy, sitting alone in the centre of the room surrounded by now empty chairs.

I heard the door to the classroom close itself quietly on a spring. Departing student footsteps could be heard down the hallway.

“Still thinking of me?” Billy asked rhetorically, drawing my attention back towards him, as he looked me over.

“Let's not do this,” I suggested plainly, raising both my eyebrows and slowly shaking my head. My folded arms were slowly being prised apart by the weight of my expanding breasts.

Billy stood up and smiled. “How are my grades doing?”

I backed away at his advance, my withdrawal suddenly blocked by the profanity stained whiteboard to my back.

“How many more 'A' grades do you want?” I pleaded, as I felt his aura of arousal envelop me. “You've stopped turning in your homework, I've started writing your essays for you.” By this point I was talking quickly and pretty much begging him to stop.

My shoes by this point had for the most part turned themselves into leather stiletto boots. Smooth black points slowly extended from my heels, forcing my curvaceous ass to slide upwards along the cold white plastic board.

He was close enough now I could feel his muscles grow. I noticed he was better dressed than before. That ugly sports cap he used to wear was gone, and now I saw a head full of hair, full of body, his face one of alpha masculinity.

I studied his jaw line, his lips, that way he looked into my eyes.

“None of that matters because I own you,” he explained, his hand running over my ear and down along my blond curly hair.

“No I...” I stammered, as my nipples hardened through silky lingerie, reaching out and touching his waiting hand.

“What are you?” he asked with a devious smile as he pinched the top of my ultra sensitive nipple.

“I'm your teacher,” I squeaked, my body shivering in anticipated pleasure.

“What are you really?” he whispered directly into my ear, as my hand brushed its way upwards along the inside of his leg.

“I'm your slave,” I corrected myself. My fingers having found his hardened member, pressed tightly against his trousers.

“What does my slave want?”

“I want you to take me,” I acknowledged. “To pin me up against this wall and fill me up with your sweet precious cum.”

“Good, let's keep it that way” he smiled, suddenly backing away and turning towards his desk.

I was in heat. My enlarged breasts roaring with anticipation, and he was turning his back on me? My mouth was wide open in shock, as Billy walked to his desk to grab his rucksack.

I was nothing to this man, not even a polite fuck. I was to be kept on a leash, to do his bidding, to serve him like many others.

I felt a dark anger grow inside of me. What arrogance, I was worth more than this. If I was a slave to his cock, then he would be a slave to my needs. My dark thoughts were matched by darker drops that appeared on my white lingerie, like black ink poured on pure white paper.

My leather stiletto boots grew dark and shiny, like an evil second latex skin that flowed upwards over my knees. My right hand pointed downwards, fingers grouping together, growing longer, shinier and gaining flexibility. Forming a long black slimy rope, that reached the floor and trailed behind me as I walked.

“I didn't say you could go,” I insisted firmly as he paused on the way to the classroom door.

He turned around in surprise, either at my new attire or attitude.

“You can't leave until I'm satisfied,” I insisted, as I twirled my whip and expertly cracked it against his left buttock.

“What the fuck slave that hurt!” he squealed as he recoiled in pain, his hand instinctively covering the point of impact.

I extended my whip in length, and with one quick motion swung it forwards and coiled it around his legs. A single forceful pull knocked him over and dragged him back over to me.

The slimy whip coiled upwards around his knees, as I stepped over him with my sharp stiletto heels. He pulled his hand back from the floor at the last moment, to avoid having it impaled on my heel.

“Perhaps you were mistaken,” I suggested forcefully, staring down at him as he got a view of my black plastic dress actively splitting open in the middle. “My clit is hungry, and you're going to please me.”

“You can't do this to me,” he insisted as my slimy black rope whip moved up around his torso, immobilizing both his arms completely.

“You are now my cum-slave,” I insisted as my ropes tightened, causing him intentional discomfort and emphasizing my domination over him. “You will please me, or I'm going to squeeze every last drop of sperm out of your good-for-nothing-else-cock.”

He squirmed helplessly, as I fell to my knees and lowered my wet vagina over his face. Instinctively my body released a cloud of powerful pheromones, which he was forced to inhale.

He turned his head away, still resisting my erotic onslaught.

I playfully ran my fingers through his hair, as my slimy clit engorged itself ready for his attention. But I was impatient, so I followed up by grabbing his head and forcing it inside of me.

I shuddered as he squirmed between my legs. A moment later I allowed him to emerge and gasp for air. His face now covered in my sweet sticky fluid, tasting me for the first time, his body quickly adsorbing my aphrodisiac ladened lubricant.

His eyes rolled backwards for a moment, as my magic took effect.

In a few moments I leaned forwards and relaxed into him and felt his willing tongue touch my wet insides. My body shivered in expectation.

* * *

It was dark. Samantha squirmed from somewhere between my legs. Her distinctive and so familiar purr slowly brought me back to my senses.

I was somewhere else, confused. I allowed my eyes to grow larger so I could see the long black hair moving between my legs and the downstairs living room furniture spread around me in the dark.

I could still feel Billy's tongue sliding around deep inside me, expertly caressing my insides. No that was Samantha's tongue. Had I been dreaming? Sleepwalking again?

“Who is Billy?” Samantha asked, innocently, after carefully withdrawing her tongue.

I blinked back at her in the dark with my oversized eyes. This was compromising. Nobody was allowed to know about my affair with my student.

“You were saying his name when you were whipping me,” Samantha whispered, with a slight sensual moan. “Don't worry, I won't tell” she continued, keen to show her loyalty.

I was angry. I love my husband but Billy was driving me crazy, corrupting me, and haunting my dreams. My Caterilla Body was falling for his poison, and I needed to get it out.

It was then that I knew what I had to do to make it stop.

CHAPTER 14: The Sarah Split

* * *

I ran the projector on the last lesson of the day. I had my students lower the classroom blinds to avoid fading out the image. I asked Billy to stay late so I could talk to him about his pattern of missed homework. Exactly two minutes after the other students had left I checked the hallway for stragglers and silently locked the door.

I'd gotten good at this.

I walked past the classroom of empty chairs, turned on the spot and leant against my desk. I looked over Billy, my one remaining student. He was still sitting, ignorant of my plans, looking down at his phone and occasionally swiping left.

Time passed.

Billy noticed the silence, looked up, then around, then back at me.

I grinned when I saw his startled face. Taking pleasure at the sight of him realizing he was now locked in a room with his Body Caterilla teacher. The one he'd forced to pleasure him, in this very classroom, not more than two months ago.

I'd considered tying him to that chair with a whip, or perhaps growing big muscles, dragging him into the supply room and tearing off his clothes.

That would have been fun, but in the end, I decided that it was best to simply relax and let my Body Caterilla takeover. It knew what he wanted. It knew what to do, and it was going to be so easy.

He watched as my body fat moved north, engorging my chest. My jumper thinned and receded into a thin white bikini that emphasized my rapidly growing legs and barely held up my football sized breasts.

I felt the warm glow of his dick hardening, and confirmed it by glancing between his legs.

He'd clearly gotten the message, stood up, and took the opportunity to run his hand along my now perfectly muscled abs. Without warning he spun me around, pushed me over my desk, reached around and plunged his fingers into my moist vagina.

A moment later I was moaning and begging him to get inside me, which he quickly obliged.

He pumped, I moaned, and contracted my insides around him tightly until he was compelled to pump me with his hot cum.

But if he was expecting me to orgasm, then he was disappointed. I lay silent and motionless on my oversized breasts. Billy, now quite confused tried to pump me a bit more, and then tried rubbing my boobs for a bit, before giving up.

Then came the awkward pause.

“Leave” I commanded, from underneath him, with whatever authority I could muster while my insides were full of his cum.

Billy grunted in acknowledgement, withdrew, fumbled with his trousers, unlocked the classroom door and walked out.

* * *

I was now alone.

The only thing I had to do now was get my overly sexualized body behind the desk to where there was no possibility that I could be seen from outside.

But first I had to convince my body.

I was holding my womb together, holding the warm juicy sperm inwards, willing it not to be absorbed by my hungry shapeshifter body. It resisted me. Made my breasts grow larger. Hair change color. Fingernails lengthen. I felt my legs stretch, and then go numb as I tried to stand until my knees gave way and I fell to the floor.

In my last act of defiance, I used my elongated arms to drag my shape shifting body under and past the desk and roll myself onto my back.

All was quiet. I smiled knowing I was now safe.

I opened my legs and felt a drop of hot cum roll down my ass cheek. Adsorbing it felt amazing. It didn't matter anymore. I extended two elongated fingers inside me and allowed myself to feel the pleasure.

Silencing my moans with my left hand, I circled around my sensitive parts, oh how they were sensitive, and rubbed in the cum, feeling it fizz, sending waves of pleasure around my now oh so willing body.

Then it happened. Something changed. I can't pretend to have thought too much about it at the time, but the orgasms got stronger, longer, overwhelming.

I looked down to see my belly turn to chrome, as slithers of silver started running up my body.

To be honest, I'd seen a couple of Caterilla split videos online, but never in person, and I definitely never considered that it could happen to me. Not until a few months ago at least.

I smiled a silver smile, as I watched my arms become enveloped in chrome. Drops of me began to fall from my fingers onto my breasts as I felt myself become free.

My thoughts became liquid. It was the most relaxing feeling ever as the difference between my head, my legs, even my hair became irrelevant. I was all one being as I gave myself fully, once and for all, to my Body Caterilla consciousness.

* * *

I felt crowded. Instinctively I rolled over and started crawling towards something.

The more I moved the more the chrome slid off me, or into me.

The chrome was fading but my vision remained blurry. I was driven by my sense of smell, which became sharper as I moved.

I could smell a man. Billy. His name came to my lips. It was his chair, and with my desperate hunger I crawled over to it. On my knees I embraced it, and longed for his cum.

Shit, it didn't work. My infatuation with this student was worse than before. I felt my plan to split, to remove his poison, was a fail.

“He's all yours,” said a familiar voice from across the room.

I blinked, my vision quickly returning. I turned to my left and saw for the first time a familiar figure standing behind my desk.

She wore the same shirt and dress I was teaching in less than an hour ago. She had my hair; she had my purse… or was it her purse?

I was scared for a moment. Was she going to challenge me for Billy?

“What do you want?” I demanded, gripping the chair tighter.

“All I want is the love of my husband,” said Sarah with a contented grin, before dropping some cash on the desk for me and leaving.

As she left I became aware that the chrome was fading from my rapidly darkening skin. I stood up, found my reflection, and saw my unfamiliar face for the first time.

Body Caterilla: Sarah's Transformation

CHAPTER 13: Hypnotizing old flames

* * *

Cathy was having a good day.

Her ass, now thick and delightfully rounded, bobbled up and down on Gary's hard cock, each movement pressing him down further onto the soft fabric of his plush office couch.

In theory he was taking her from behind, but she was so far on top of him, and he was so flat on the sofa, that all he could do was reach around her waist or hold her ample behind.

Her eyes were closed, her smile deep and contented, humming a popular tune to herself. Her overstretched Atari T-shirt barely holding back the bouncy movements of her ample cleavage, as her well lubricated pussy massaged his shaft in ways only a shape Caterilla could.

Gary grunted from under her, and Cathy followed by breathing out a soft moan of pleasure as she felt the first drops of Gary's sperm touch her willing womanhood.

Then came another grunt, and he began to cum, for real this time. The first spurt woke her up from her happy trance with a shock. Cathy's eyes blinked wide open, her mouth aghast, as at first pain, followed by immense soul filling pleasure flowed its way up through her body.

Her eyes rolled up in pleasure, her head fell back and suddenly Gary's face was covered by her long jet black hair.

While his hand struggled to free his face, Cathy's womanhood instinctively tightened itself around his cock and started sucking every last drop of his cum.

“I'm sure you should have split by now?” Gary asked, reflecting on his promise to pump her with sperm until she could reproduce and now suspicious at how much of a good time Cathy was having and/or the feeling of being milked.

“Who's suddenly an expert at Body Caterilla physiology?” Cathy asked in a mocking way, looking down at him and holding his dick tighter in her vagina to prove a point.

Gary winced a little at this show of strength.

“For your information, it takes longer, as I started off behind,” she explained, somewhat mischievously, as if talking to a child.

All Gary could do was grunt in passive agreement, as she satisfied herself that she had the last of him and let go, standing up and freeing his manhood with a small pop.

“Perhaps if we did this more often?” Cathy suggested with a small shrug, her shapely legs gaining a darker fabric texture as she reformed her jeans. “But I have to get back to work. You're the one who's got me working on this project 24/7; perhaps you're the one demanding too much?”

Not waiting for a response, Cathy placed a tic-tac in her mouth and left Gary's office with a perky smile on her face.

CHAPTER 10: Target Audience

“Doctor!” shouted the blond paramedic as she raced the stretcher down the white hospital corridor. The female casualty moaning in pain from under a thick thermal blanket.

The hansom male doctor turned around, revealing his dark curly hair and square masculine jaw. He lifted the blanket, to find the injured woman shivering underneath.

She reached out, her slender hand still blue with cold. “Is little Ann going to be OK?” she asked, weakly.

“She'll be fine,” insisted the female paramedic. “You saved her from drowning in that icy lake.” “You're a hero,” she said, comforting comfort the woman before looking back at the doctor with worry.

“No talking, or we're going to lose her,” insisted the doctor, his voice one of concerned professionalism. “Over a quarter of her mass has been frozen. She going to go critical.”

“What do we do?” squeeled the paramedic.

“There's only one thing we can do,” he insisted as he unzipped his flies and pulled out his large member, rubbing it solidly with his large hands.

“Of course,” she realised weakly before unzipping her thick high visibility jacket to reveal her pert C cup breasts underneath.

Eager to help, she began rubbing his member between her supple breasts, making him harder and quickly bringing him to orgasm.

He turned and started spraying strong jets of semen over the patients exposed body, before forcing the last of his spurt into her open mouth.

She almost choaked, weak as she was, at the sudden intrusion into her airways. But then, slowly at first, she started to suckle on the life giving juices.

The patients skin began to bubble and fizz under the layers of sticky white liquid, as her body started adsorbing it, bringing new life.

“It's working!” the paramedic exclaimed, her milky white teeth gleaming with joy.

* * *

TV had gotten strange as of late, Gary considered as he watched yet another apparently sensible program decend into multiple pornagraphic plot lines.

He'd lost interest in the show after a nurse walked in and was offended by her lesbian lover sexing the good doctor, before being convinced to join in herself. Moments later the patient herself was apparently healthy enough to execute a four way.

It wasn't the sex that made Gary uneasy, it was the camera work. How even though there were multiple beauty's in the scene, it was only the doctor that stayed in focus. A character who'd been working hard to remain credible in a woman dominated profession, now being milked in pure fan service.

Gary wanted to change channel, to see how his football team were doing, but Sarah was captivated. Watching the show intently from her position on his lap under his right arm.

Samantha, their live-in Caterilla maid, walked into the living room carrying a fully ladened tray of snacks with two hands. In another hand were some glasses filled with Cola, and another held a freshly baked pizza on a large plate.

Gary had long ago given up trying to keep track of what she does with all those arms of hers.

After carefully placing everything onto the coffee table, Samantha covered a nacho with guacamole and took her place beside him on the soft leather sofa.

The TV switched to a commercial break, causing Sarah to turn her attention to the pizza. She licked her soft red lips, picked up a slice with her soft feminine hands, and started feeding it carefully to her husband.

Gary didn't know why she'd started doing this lately. When asked, Sarah always insisted that it just felt like the natural thing to do, that it brought them closer together.

By now Samantha had grown bored of the natcho. It's spicy flavour not registering well on her Caterilla pallet, instead tasting bland and hollow.

As an alternative, she smoothly ran a hand inside of Gary's trouser band and gently wrapped her long feminine fingers around his cock.

“Do you mind?” she asked suggestivly, as his member grew quickly in her soft grasp.

Gary mumbled something in reply, his mouth full of hot food as it was, as Samantha carefully removed his hardened member from its now inadequate confines.

It stood to attention, impressive in size, resilience and most of all output. The product of regular exercise, a vitamin enriched diet and the secret infusions of that mysterious Caterilla milk, added daily to his diet without his knowledge.

Samantha quickly inserted the proud member into her mouth, and expertly massaged his manhood with her lips and tounge. Once satisfied at his level of arousal, she began forcing herself all the way down his rod until his tip became snugly embedded into her deep wet throat.

“Splunkaid” announced the TV commercial. “That refreshing semen taste, for that special lady.”

“Doesn't actually contain any sperm,” insisted Sarah in disgust, as she took a sip on the Cola anyway.

Gary on the other hand immediatly spat out the Cola he'd been drinking, only now recognising the source of that unfamiliar taste in his own mouth.

Looking back at the ad, it became apparent that he wasn't the target audience for this product.

At this moment in time 98% of the population were made up of Caterilla

CHAPTER 12: Turning To the Dark Side

* * *

The family had just been to the zoo.

Their little boy was happy but exhausted, sleeping peacefully in his pushchair as the group walked through the strip mall to their car. It was late enough on a Sunday for all the shops to be closed, but that didn't discourage the girls.

“We haven't gone shopping in ages,” smiled his girlfriend/live in maid Samantha as she skipped out ahead to take a look through the window of a fashion store. Her beautiful Caterilla eyes staring intently through the clear glass at the no expenses spared mannequins, frozen in time, adorned with the latest fashions.

Samantha stepped back, looking somewhat pleased with herself as she began a perfect ballerina twirl, with a long red dress materializing around her.

“What do you think?” she asked, winking one eye while revealing a leg in a most erotic manner.

“Red really is your color,” complemented Gary with a big smile on his face. Appreciating how she looked amazing, but pretty much how she always looked amazing.

Taking his eyes off the beauty for a moment, Gary turned to see his wife Sarah staring into the thick reinforced security glass of a fancy looking jewelry store.

She looked absolutely engrossed by the diamond encrusted gold ring that took centre stage on the display. Gary didn't know anything about jewelry, but he could see the size of the rock and all those zeros on the price tag.

Those pretty eyes of hers were transfixed, as she moved her head along the window so she could get a good look at the goods from any angle she could. She stood on her tiptoes for a moment, eager as she was to see how the light reflected off its golden form, and through the geometry of the expertly cut diamond crystal.

Once satisfied, she stood back from the window, looked down and carefully cupped her hands together. After a moment's concentration, her hands parted, revealing the golden diamond ring on her finger.

“It's beautiful Gary, thank you,” she said gratefully as she kissed him playfully on the cheek.

Gary smiled then suddenly felt nervous, looking back at the security cameras outside the jewelry store. Feeling that they had somehow stolen the ring, he felt the need to push onwards and take them all back to his waiting car.

When he walked, he had a gorgeous girl on each arm.