In a Class of Her Own – Part 2

Cover by ElF

Thank you to a friend of mine who helped with ideas and editing on this one. 🙂


Emily pulled yet another pair of yoga pants over her perfect derriere, admiring the sleek lines of her body in the mirror.

“Fuck, Em! Aren’t you getting tired of this? I mean, your body makes every freaking pair of yoga pants look smoking. Does it really matter which ones you pick?”

“Em?” said Emily, raising an eyebrow.

“Em… ily!” I said, exasperated.


I hadn’t been into girls until Fiona had come along. But as my eyes roamed Emily’s body, fully on display in the tight workout clothes, I knew that I wanted her. Fuck, she was sexy.

Waves of thick, raven hair spilled to her lower back. Her complexion was flawless, her olive skin seeming to glow with healthy radiance. Her dark, almond-shaped eyes were framed by insanely long eyelashes. Her dark magenta lips begged to be kissed. I began to lean forward to do exactly that, before catching myself.

The sports bra she wore could scarcely contain her full, well-formed breasts. They were not huge, but they were so achingly magnificent that I couldn’t help but wonder what they would taste like if my tongue touched those divine nipples.

Her arms were slim but so incredibly toned that every muscle was perfectly visible. They had the long, willowy look of a supermodel’s–if the model got into crossfit in a serious way for a year or two.

Her stomach was carved in steel. I mean, my stomach was awesome… and it didn’t hold a candle to hers. Sleek but ripped, it was that impossible combination of athletically muscled and unbelievably feminine.

Her ass, as I witnessed before in yoga-ready yumminess, gave new meaning to the word firm. And mouth-watering. And delicious. And…

…my eyes moved on to her legs before I ran out of adjectives. Except that I would need a whole new set for those ridiculously long, silky smooth stems. If a ballet dancer’s legs added six inches. Yes. Six. They might come close to the sinuous perfection of Emily’s.

She was more beautiful than any woman I’d ever seen, save probably Fiona herself. Emily had been my assistant until Fiona had come to my school, and, well, powered her up a couple of weeks ago.

Now, she was my superior. In strength. In beauty. In social standing. In pretty much everything, really. I held out hope that this may change again. I had been begging Fiona, pleading with her to make me her top lieutenant, to place me at least second in command again by making me a Class 6 or a 7 to Emily’s 5. So desperate was I to regain some of my standing, that I promised my undying loyalty and willingness to do whatever she wished in return. I had to rise again. I need to at least surpass Emily once more. Over the past few days, Fiona seemed to be warming to the idea.

Oh, shit! Emily was watching me ogle her, lost in thought, an amused look in her eye.

“It’s okay, Lil. I know you can’t help it.”

Emily gave me a sultry wink, and I felt my nipples harden and a tingle down below. Fuck!

We hadn’t done anything yet, but Emily had been flirting with me relentlessly since her transformation. I had been turned on to the brink of orgasm a couple of times, but she hadn’t quite pushed me over the edge.

From the look in her eyes, I wondered if that would change tonight.

She strolled up to the counter, still wearing those (gulp) sexy AF yoga pants over that hypnotic butt of hers.

The clerk, a girl our age, looked as overwhelmed as I was… and then some.

“How about you give me the clothes for free; I give you a kiss; and we call it even?” she said with a smirk.

The clerk was speechless, but began to nod.

“Just kidding,” said Emily, with a giggle. “I wouldn’t do that to you. Just wanted to see if I could get you to do it…”

After she had paid for the clothes, we both got in my car. Before I could turn it on, Emily leaned over and gave me a deep, languid kiss.

Her lips felt like velvet, making mine erupt in tingling sensation with every micro-movement. God was I turned on. Emily had been a regular in my erotic fantasies since her transformation. It was so sexy to think of the formerly meek girl, so incredibly strong, so incredibly gorgeous. In my dreams, she overpowered me with ease.

Oh, God.

Emily’s lips slipped away from mine, brushing my cheek as they moved to my ear and whispered huskily.

“I know you want me, Lil. You have no idea what I can do now. I own you.”

She lifted her long leg to straddle me in the seat of the car, pressing their smooth length against mine, calves bulging, trapping me.

“Your body is helpless against mine, Lil. I know that turns you on.”

I gave a small yelp of desire. I couldn’t contain it. She was so right.

My hands rose to cup her luscious breasts. I began to knead them, and she gasped in pleasure herself.

She took my wrists in her slender fingers and pulled them away, overpowering my full strength. Desire flooded through me. Her strength was incredible. Holy fuck!

She lifted one of my hands to her mouth and slipped her full lips over my index finger, moving them slowly, sensually downward. I began to squirm with arousal.

She pulled her lips away from my finger, then kissed the inside of my wrist. My God, it felt so good–her lips against my sensitive flesh.

She leaned forward until our breasts met. She continued, slowly pressing her breasts into me, their invulnerable curves denting mine. The pressure of her body snapped the seat of the car, collapsing it backward, sending me to my back.

Emily smiled and lay her body over mine, breasts once again showing their superiority to mine as they mashed into them.

Emily bit the fabric of my top, then moved her head downward, cloth clenched between her teeth. It tore as she moved her head down to the hem, inches above my pussy.

My shirt fell away, and Emily began to kiss each plate of my incredible abs. The touch of her moist lips was so steamy, so arousing that I began to whimper.

Emily looked toward me momentarily, and evil look in her eye. Then, she went back to work, putting those talented lips over hers over my nipple and swirling her tongue over it. Sparks of euphoria lit an inferno in my womb. I felt my climax coming.

Emily moved to my other breast and sucked my nipples. Holy shit! It felt so unbelievably good. I moaned.

Emily moved her lips upward until they hovered a millimeter from mine.

“How does it feel, Lil? To be dominated by your little Emily. To be helpless to do anything to stop her. To be putty in her gorgeous, sexy little hands…”

I didn’t need any further stimulation. Her words did it. I came right then, bucking into the exotic Asian beauty with my hips, my juices soaking my skirt.

Emily’s eyes were both surprised and triumphant, as if she hadn’t really expected to be able to do that to me.

It took me several minutes to recover and drive us home. Neither of us spoke.


I tried to avoid Emily all day at school. My efforts were successful until the end of last period. Fiona and Emily both met me at my locker, then dragged me into the principal’s office, which Fiona had taken as her own on her second day of school here.

“Remember the last time the three of us were together?” Fiona said, with a languid smile. “I powered up Emily?”

She sent a finger down my arm, sending shivers through my flesh.

“It’s time that I took my gift from Emily and gave it to you instead.”

Yes! It had worked. All my promises, all of my begging. It had finally paid off…

Wait! Instead? What did that mean?

“Instead? Does that mean that you’re going to take Emily’s power back?”

Fiona’s eyes found Emily’s, and she spoke softly.

“Yes. Little Emily here is a little too kind and reluctant to her power for my liking. She also hasn’t been completely honest with me. I know that all Class 4s and above have at least one gift beyond strength, healing, and invulnerability, but Emily, here, hasn’t told me what her other ability is. I think that Lilly will be a bit more trustworthy–or at least controllable. I can only give a gift in class to one person at a time, so…”

Emily’s eyes darkened at this news. She clearly wasn’t happy. I didn’t blame her  Maybe she knew that Fiona was going to empower me… maybe that’s why she had dominated me in the car. She may have thought it would be her last opportunity. But I was reasonably sure that the Asian girl didn’t know that it would come at her expense.

Fiona walked over to me and her full, ruby lips enveloped mine. I saw a golden glow begin to emanate from her skin again. It was brighter than last time. It felt wonderful, the pleasure unbelievably intense. If she had taken Emily from a Class 1 to a Class 5, did that mean I would go from a Class 3 to a 7? Just one level short of Fiona? I hoped so. God, I hoped so.

I felt myself growing taller against Fiona’s luscious form. I imagined what I would do to Emily when she was back to a Class 1. Oh she would suffer for what she did to me! Had she really done anything bad to me? Nothing major. Nothing at all, really. Oh well. Served her right for allowing me to usurp her position, I supposed.

Fiona pulled away, and gasped as the pleasure of my transformation progressed. Out of the corner of my eye, I saw Emily shrinking, her tremendous beauty beginning to fade. 

As Fiona stepped back from me, however, to admire her handiwork–me–Emily stepped into her breasts first. Her lips met the beautiful blonde’s as Fiona’s eyes widened in surprise. A silver glow encompassed both girls, similar to the golden one surrounding me. What was going on? Was Emily showing her Class 5 ability? If so, what was it? Was she gifting Fiona her power? Why would she do that? Fiona was already taking it back. No, it must be something else.

Emily’s perfect ass dropped to the desk as her legs began to grow again. Longer. And longer. And so fucking shapely.

I couldn’t see the rest of her body, just her legs, which were wrapping around Fiona, calves tensed.

“Ow!” exclaimed Fiona. “What’s going on? How are you growing again?”

I climaxed from my own transformation, but it did not seem to be slowing down. As my inner muscles spasmed I squinted my eyes open and examined the other girls. Emily was still back down on the desk glowing silver, the shape of the legs she had entrapped Fiona with looking sexier by the second.

I could see Fiona from behind. Her hair seemed duller, just a bit less perfect. Fiona wriggled within the grasp of Emily’s firm, silky stems.

“Not so tight, Em!”

But I could tell from her desperate moans that Emily was lost in the throws of passion.

“Emily! What’s going on? How are you…? What’s happening to me? Your legs! They’re too tight. Please!”

Emily’s legs continued to mold into erotic perfection. They were beginning to look even better than Fiona’s now. How was that possible?

I heard a cry from Fiona, the blonde clutching at her hips. Had Emily’s legs done that? Bruised Fiona’s hips with an squeeze… accidentally? Just how powerful was she becoming? Fiona was a Class 8!!!

Except that she didn’t look like a Class 8 now. She was still a gorgeous girl. But I recognized that toned back, the look of that hair, the shape of that beautiful backside. It reminded me of, well, mine. Before my current transformation, that is. I was reasonably sure I looked better than Fiona now did! What was Emily doing?

It finally occurred to me.

Fiona had the ability to gift powers to others. Maybe Emily had the ability to take powers from others! And she was taking Fiona’s!

Emily’s legs spasmed, but released Fiona long enough for her to fall to the floor. I was finally able to see her face… and it was divine. There was no other word for it. She looked even better than Fiona had! If Fiona had redefined perfection, then Emily was beyond perfection. I climaxed again, looking at her, my own transformation coming to its conclusion.

As Emily and I panted in aftershocks, I heard an anguished scream. It sounded like a squeakier, less elegant version of Fiona’s voice. I pried a long lashed eye open. Fiona looked like a… a… regular! A few splotches marked her unremarkable face. Her body was slight and plain, tiny breasts, boyish hips, thin but undefined arms. She was reasonably attractive for a normal eighteen-year-old girl, I supposed, but she was just so far from what she had been.

I tried to rationalize the situation. If Fiona had been a Class 8 and was now a regular, then Emily had gained 8 classes! Holy… wait! But she had lost 4 classes to me, right? So that made her a 9, me a 7, and Fiona a Regular? I tried to wrap my mind around this turn of events. Did I need to fear for my own power? Or did Emily’s power only allow her to take from one person at a time, just as Fiona’s power allowed her only to gift to one person at a time? I supposed I would find out soon. If Emily really was a Class 9, then there probably wouldn’t be anything I could do to stop her from doing whatever the hell she wanted. I gulped. I hoped Emily would be kind. She always had been before…

…but she had never been the most powerful person on the planet either!

Emily rose, and my eyes couldn’t look away as she slipped down from the desk and rose, her body entering my view.

My God, Emily! Her legs were so sleek, so svelte, so sexy. Their tanned über-perfection sent my mind reeling. Her skirt, made for a much smaller body and much shorter legs looked so scandalously short that it might as well have been a bikini. I wanted to taste those upper thighs. To run my tongue up…

She turned. And the profile of THE consummate female ass came into view. Impossible to surpass, I had never seen its equal. A nine. On a scale of one to five. Until Fiona. Until (gulp) Emily.

Emily. The most phenomenally beautiful woman alive. My life was so fucking weird.

But it was true. Her hips, rounded and exquisite, gracefully curved into the ravines of abs that were absolutely ripped. You would never believe that she could have such mouth-wateringly ample breasts with a stomach like that. But there it was.

And there they were. Her breasts. Dynamic. Impossibly nubile. Perfectly proportioned. Awe-inspiring.

And back to her face. It felt as if choirs of angels should be singing as I gazed on it. Impossibly perfect. It was a masterpiece of sculpted feminine rapture. 

And it was Emily.


With a look in her eye. That look. And those long legs were carrying her toward me, Fiona looking on in a curious sort of awe.

“I take it from the look you’re giving me, that you like the new me.”

I tried to speak. To respond to her smoldering voice. But it just wasn’t possible.

“And I like the new you…”

I hadn’t really thought much about how I looked. I had been too preoccupied with the new goddess version of Emily. I must look pretty good, though. I was reasonably confident that I was a Class 7, after all. That should make me… the second most beautiful–and second most powerful–woman in the world now. And I was staring at the most gorgeous woman alive. Scratch that. The most beautiful woman that had ever existed on this earth

And it was Em…

Before I could finish the thought, Emily kissed me, her lips caressing mine with softness, seeming to float over mine on a cloud of ecstasy. Her lips seemed to possess 

She smiled slightly inside our probing lips as I came, quivering, knees on the verge of collapse. She tensed her arms, and a wave of power sent me down to the couch. I gasped as I felt the unbelievable level of power this girl possessed. Simply activating her muscles sent me, a Class 7, off my feet.

She slowly lowered her irresistible body, simmering with arousal, with potency to mine. As I recovered from my first orgasm, I felt her long, flexible tongue touch the inside of my thigh and slither its way upward. As it approached my entrance, the anticipation proved to be too much.

I came again, hips bucking, legs shaking, lips moaning. 

Holy fuck, this girl was hot! And she didn’t stop. Her tongue entered me, intensifying my spasms. I saw dark spots in my vision. She was going to make me pass out, and we had barely started!

She licked my clit, and my core muscles clenched hard. I had never felt anything like this. It was like something beyond a mere orgasm. Like heaven itself.

I had no control over my body as she worked me. I felt nothing but her tongue and the massive waves of overwhelming pleasure that crashed over me. Over. And over. Until I blacked out.


I awoke to the feel of Emily’s fingernail, gently making circles on my calf.

“Oh God, Em,” I rasped. “You’re so…” I searched, but I couldn’t find the right words.

“…so… what?” she asked, eyes open in coquettish innocence. In that moment I saw a bit of the old Emily in that beyond-stunning face.

“…so completely fucking amazing,” I finished.

Emily looked down at the shape her finger was making on my leg. Her gaze remained there as she spoke.

“I’ve always had a crush on you, you know.”

I kinda knew. But I had thought that was simply a function of my status as the most beautiful and powerful girl in the school.

“Yeah, back when I was the impossibly beautiful one.”

“And maybe now, when I’m the impossibly beautiful one…” she said. She still didn’t meet my eyes. It was almost as if she were shy, admitting this to me.

“You mean you… like me! Like, who I am and stuff?” I was floored. I had been kind of a bitch. Still was. Why would a nice girl like her like a person like me?

“Remember when Fiona, you know, made me better?”

“Yeah. How could I forget?”

“I-I thought it was you. At first. I…” she swallowed hard. This was actually difficult for her to say! I watched the phenomenal beauty struggling to speak with, um, me!

“…it was like all of my fantasies coming true,” she finally finished, with a nervous glance up to my eyes, as if seeking my approval. Or my… reciprocation.

Oh. My. God.

What was she trying to say here? That she…? No. It couldn’t be. How could it? With the way I’d treated her?

“Um, I… don’t know what to say!” I said, honestly confused.

That wasn’t what Emily had wanted to hear. She quickly turned. Had her eyes been welling? She ran out of the room, leaving a stunned Fiona and me looking at each other.

I tried to shake off the unexpected near-confession from Emily as I took the time to really examine Fiona’s newly powered-down form.

She was still pretty for a Regular–in that girl-next-door-kinda way. Her pale blonde hair, small breasts and slender waist would have probably put her in the top 10% of regulars in the school… maybe even the prettiest Regular in the school. But she was so much less than she had been. This must have been what she would have looked like if she had never gone through the transformation at sixteen.

I approached her as she rose until I stood next to her. Her gaze rose to meet mine. I was just so much taller than she was now. She gulped. I could see the impact my gorgeous body was having on her Regular little hormones, and I twisted my lips into a cruel smile. The tables had finally turned, and I was going to enjoy this while it lasted.


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