In a Class of Her Own – Part 3

Cover by ElF

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


I looked down my nose at this diminutive version of Fiona. I couldn’t even imagine how overwhelming I must seem to her now. I had been a three when she was an eight. I was now a seven to her zero. And she was accustomed to being the most powerful one in the room–by far!

“Hi there, Fiona!” I gave a slow, sexually charged wink to the small, much-closer-to-ordinary blonde. Amusement made me smile as I watched her shudder under my attentions.

“Pick up my bag,” I ordered, falling into my familiar role of dominance. I wasn’t sure why my first words to her were an order. It just felt natural, now that I knew I was her superior.

“What? No! You can’t just order me around!” As soon as she said it, however, her eyes darted briefly to the floor, as if unsure. She was clearly unused to being bossed around. Get used to it bitch! I thought. There’s going to be a lot more where that came from.

As soon as those thoughts occurred to me, another one came, causing me to hesitate as well. I was suddenly fearful that she would strip me of the four class increase she had gifted me and take them back for herself. I wish that thought had occurred to me before I pissed her off being smug and giving her orders! Shit!

“Can you still control the gift you gave me? Can you gift my levels back to yourself?” I blurted what I was thinking. That probably wasn’t smart either. But it was too late to take it back now!

If she could still access her gifting power and give her gift to me back to herself, then she would be a Class 4 to my Class 3. If she couldn’t, then she was now my plaything to do as I wished. My question was a pretty big risk-reward gamble. I was seriously hoping for a payoff rather than a payback…

She stepped up, pushed onto her tiptoes and kissed me. I could feel her thin lips press against mine as a spike of fear plunged into my heart. Was I about to lose everything I had just gained? 

She trembled as her lips continued their intimate touch. I knew it was because my beauty, my scent, my… everything was so far superior to hers now. I sooooo didn’t want to give this up! 

I held out my arms as she kissed me and examined them. I didn’t see a golden glow. But I couldn’t remember if that happened when she was removing the powers or simply when she was giving them. One way or the other, I would know soon.

Fiona stepped back from me, knees shaking. She leaned on the desk for support, arousal evident in the small nipples tenting the fabric of her shirt over her small breasts, her face scrunching in frustration.

“Damn it!” she said in her tinny little voice. It was so odd that this was THE Fiona, the girl who had intimidated me so. She seemed so small now, so insignificant, so… cute! She was like a little puppy.

She seemed to shrink further as the reality of her situation sunk in. Her shoulders slumped. I could almost see her mind processing the fact that she was now stuck as she was.

“I think I lost my other power when I lost my classes to Emily!” she said. She stomped a small foot, then grimaced as she felt her bruised hips. She was so adorable in her current powerless, petite form! I couldn’t wait to play with her… especially now that I knew she couldn’t play with me!

“Well, that’s a shame!” I said as a broad smile formed on my face. “Now then. Carry my bag.”

I tossed my bag at her and it knocked her backward a couple of steps. Her thin arms struggled to lift it to her shoulder.

I was now comfortably back atop the school’s pecking order where I belonged. Well… except for Emily. But she was conspicuously absent today, after her little outburst in front of me. I still wasn’t sure what that was all about. Anyway, with her gone, the school was mine once again.

As I strutted into Mr. Matthews’ class, his eyes were glued to my sexier, more powerful form, just as they should be.

I heard a collective gasp from the students as they got a load of the new me. And the new Fiona. I heard questioning murmurs and whispers throughout the room. Fiona seemed mortified. She was trying to hold her head high, as if nothing had happened. But she couldn’t fake her beauty back or her power. Body language could only do so much.

Still, she kept at it, apparently in denial of her new status. Well, that’s going to change in a hurry, I thought. I let her do it for now, though. It would make breaking her down later all the more fun.

Letting Fiona be for now, I turned my attention to Mr. Matthews whose eyes continued to ask what his mouth didn’t… and what none of the students dared ask directly.

How is Lilly so fucking unbelievably awesome?

So I fucked with them all. Him, mostly, though. I watched his cock spring up every time I gave him a leg-cross. Or an accidental breast caress. Or even a bold-lashed wink.

As class ended, I brushed him with a boob. As I flipped my hair and looked back at him, I saw him convulsing in his pants. While standing. Right in front of the classroom. Sweet!

I giggled as I left the room. Things were indeed back to normal. Better, even.

As I walked out into the hall, one of the guys from class stood just outside the doorway. I think his name was Liam. He seemed startled as I neared him.

“I-I’m sorry to bother you, but are you… Lilly?” he asked respectfully. It was a good thing he was respectful. It made him marginally less annoying. If he had actually been annoying, he might not have survived the consequence.

“Of course I’m fucking Lilly, dumbass!”

“You’re just so much more…” He couldn’t seem to find the right words.

“More…” I led teasingly.

“Um, yes. Do you know where Emily is by any chance?”

“Where the fuck did that come from? Do I look like Emily’s fucking assistant or something? How the hell should I know?” I huffed. “Don’t you have an elsewhere to be?”

The dumbass looked appropriately stupified by my response and shrank away. That’s right. Slink away like the little rodent you are, Liam.

“Come on, Fiona. Hurry up!” I chastised the diminutive blonde as she chased after me on short legs. I walked by the staring students in the hall that couldn’t believe the latest turn of events at the top of the school’s power structure. God, how I loved this–being on top of the social scale once more and, especially, Fiona’s superior.

“Fiona, take me to your home now. I need to make sure your home environment is conducive to your new position as my assistant.” Not really. In reality, I was just fucking with her. Because I could. No other reason.

“What! But…” she began to object until she saw the dangerous look in my eye from her objection.

“Don’t make me slap you!” I chided her. “That would not go well for you, Regular…”

Cowed, she nodded, eyes on the ground. I could have sworn I detected the glimmer of a tear before she cast her gaze downward. I almost made her show me. But I didn’t. ‘Cause I’m fucking benevolent like that.


Fiona looked positively melancholy as we walked to her house. I heard her sniffling. She was probably crying or something. Whatever. Taste your own medicine, little Miss 8! I didn’t feel sorry for the little whiner. Turnabout’s fair play in my book.

As she whimpered, I considered what I was going to do when we made it to her house. I was definitely going to tease Fiona more. Maybe her parents too. Maybe I would crush her favorite jewelry into a metal softball. All those options and more were in play, I decided. Why not? Who was going to stop me?

She still appeared to be in a dark mood as we arrived at her house. It was an absolute fucking mansion. As we entered, I looked around in awe.

“Your parents must be loaded!” I said, wide-eyed as I studied the diamond chandelier in the dining room.

In spite of her gloomy countenance, Fiona managed to look amused at my reaction.

“Class 8, remember?” she said, giving me a duh look before her expression sunk back into its previous sulk.

“Oh yeah,” I said absently, still scanning the opulence of her home. “Except for, like, now,” I reminded her.

Fiona walked upstairs, and we passed a closed door in the hall on the way to her room.

“Whose room is that?”

“My sister’s,” she said simply. She clearly wasn’t in a talkative mood.

I almost knocked on it but didn’t for some reason. I followed her to her room.

“What’s your sister’s name?”


She sure didn’t like to volunteer any extra information on her sister, I thought. Maybe I should have wondered why that was the case. I didn’t.

I closed her bedroom door behind me. This was going to be fun…

I walked around her bedroom, taking stock of everything that was there. Seeing her jewelry box, I pulled each drawer open, dropping the necklaces, rings, and earrings into my palm. Once I had everything, I squeezed my fingers over the mass.

I felt the gold and silver heat under the power of my grip, the metal softening as I crushed her most valuable possessions together into a messy ball. I used my other hand to pack it like a snowball, tossing it and catching it a couple of times casually.

Fiona scowled, not altogether surprised by my feat of strength, but definitely not happy about it. Amused at her less-than-pleased reaction, I extended my slim leg and used my toes to knock her over.

“Ouch! What was that for?!” She looked outraged. She needs to learn some respect if she was going to survive her new status as a Regular!

“Fun,” I replied with an evil grin. “Now lick my calves.”

“Your… calves?” she said, giving me a questioning look.

“Yes, my calves, bitch! When I say to do something, you better damn well do it! I’m sick of all these questions!”

Fiona looked stunned. If the rest of the day hadn’t brought home her new reality, this comment did it. A tear streaked down her face. Oh, hell. What a little whiner! Did you see me complain when she came into my school and screwed everything up for me? Wait! Don’t answer that…

Anyway, I didn’t know why I chose calves. I was feeling whimsical, I suppose. I mean, I was feeling good, in charge. What the fuck, right? This was my show to run now.

She ran her fingers along the back of my silky calves, and I must admit, it did feel good. When I felt her lips kiss them, it felt even better. I watched her extend her pink tongue, dragging it upward in a zigzag pattern with a shiver.

I smiled. I knew that feeling well. The overwhelming feeling of admiration and desire for physical perfection that was right before your eyes.

And my legs were perfect.

“Now my thighs,” I commanded with a crooked smile.

Fiona looked up at me questioningly. I gave her a look back that said yes, stupid! I could tell she received the message, because she broke eye contact again and did it.

Her little tongue worked its way up the inside of my thigh. It felt pretty good too. She was a skilled little Regular.

As she neared the hem of my skirt, I considered. I decided to make this last a bit.

“Kiss my breast.”

She rose to her feet once more and pressed her lips to the fabric that was straining to contain my beautiful breasts. As they brushed my nipple, I felt the electricity of her oral touch. It wasn’t the same as before, but it still felt good.

As she pulled away, I saw her chin tremble. This was either intense… or arousing… or maybe humiliating for her. Maybe all of the above.

Mission. Accomplished.

I guided her head down gently until she was kneeling before me–I had to be gentle, now that my strength was so much greater than hers.

She licked her lips, and I smiled. She wanted me. I felt a satisfied smirk coming on.

As I was about to issue another command to Fiona, the door burst open. It was another blonde girl, who looked a bit like Fiona. Prettier. But similar. Her expression was turning from annoyance to shock as her eyes swept the goddess-like curves of my succulent body.

I knew that look. It was the same look her sister had right about now. That’s right. I was just that sexy now, turning on everybody who saw me. Class 7 rocked!

“Now who might you be?”

“I-I’m… Felicia,” she breathed, clearly in awe of the perfection that was me. “Fiona’s twin sister. I was just, um, seeing why she didn’t tell me she was home. She knows I get bored, being here all day while she’s at school…”

She glanced at Fiona, down on all fours by my legs and sucked in her breath, astonishment written all over her face.

“Fi?” she whispered. “Is that you?”

Fiona couldn’t meet her eyes, nodding in utter shame.

What happened to you?” she asked.

“I happened, sister dearest,” taking credit for what Emily and, um, Fiona herself had done. Why not? It’s not like Fiona was going to correct me now, and Emily wasn’t here.

I walked over to her, forgetting Fiona for the moment, my attention focused on my shiny new toy, Felicia. I stopped within millimeters of the girl, who was several inches taller and more attractive than the current incarnation of Fiona. I couldn’t tell if she was a Regular or a Class 1. If she were a Regular, she had to be one of the most naturally beautiful women alive.

“Twin sister, huh. Why haven’t I seen you in school?”

“My parents homeschool me,” she said, a flush working its way from her neck to her cheeks. “They don’t want me out in public much because of my… condition.”

“Condition? What condition? Do you have, like, a disease or something?” I didn’t really care. All classes were immune to human diseases. I was just curious.

I heard a desperate plea coming from behind me as Fiona interjected, clearly not wanting me to hear the rest of Felicia’s explanation, interrupting my line of questioning.

“No! Leave her alone! You don’t know what she’ll become if she gets…” Fiona suddenly cut off.

“If she gets…?” I asked, eyes not leaving Felicia’s. What was up with this girl?

Felicia gulped, her lips trembling. Oh, how she wanted me. My smile widened.

“Oh my God!” said Fiona in a hushed tone.

“What are you on about?” I said, annoyed. I might have to put Fiona in her place if she kept this up. Then I noticed it.

Felicia was going through her transformation.

I had never heard of someone going through a transformation at such a late age before. If they were twins, then Felicia had to be eighteen, just like her sister. Most girls went through the change at sixteen.

Felicia, already beautiful, was becoming completely stunning. I had never watched another girl go through the transformation before, and it was a sight to behold. The memory of my own transformation was hazy at best, the sensory experience a hazy, pleasurable blur.

Her blond hair lightened in color, seeming to lengthen and thicken in vibrantly flowing undulations before my eyes. Her eyebrows rose and arched. Her eyes grew larger, wider, more brilliant. Her face grew more symmetrical, more heart-shaped, more sculpted. Her lips puffed into a sexy pout, reddening as they did so. As her mouth opened with the waves of sensation that crashed through her–a feeling I remembered all too well from my own transformation–I saw her teeth straightening and whitening before my eyes.

My gaze dropped to her body. Her breasts, previously a few millimeters from mine, pressed into mine as they swelled. I saw the upper slopes of the rising, growing spheres rounding into luscious perfection. Her arms put on a bit of muscle, carving them more with feminine steel than with bulk. They looked slim and willowy–but powerful.

My eyes again rose to her face, finding her eyes, which were now becoming luminous and mesmeric.

I was a Class 7. It was nearly impossible that she would match me as she ascended. It was time to make sure she knew that.

I reached out a hand and gripped her neck. Her eyes bulged as I lifted her feet off the ground. I felt her hand clamp over my arm, but she couldn’t budge it.

Realizing I was the stronger, I smiled. Her fingers seemed to gain strength which each passing second, however.

“Why did you interrupt me, pipsqueak? What I do with your sister is my business…”

I heard a croak, then realized I was gripping her throat too hard for her to speak. I relaxed my hand just slightly, still holding her off the ground.

I looked down to see the rest of her. Her skirt was becoming absolutely minuscule as her increasingly luscious legs grew longer. Her hips strained the poor fabric to the point where each individual fiber seemed to pull apart and fray.

Glancing at her legs, which were packing on shapely sinew as I held her, I saw that they nearly reached the floor now, so I raised her a bit more. I needed her to know my full power, to know that I was greater than she was. I couldn’t have her standing on firm ground.

As I looked at her dangling legs, though, I couldn’t help but begin to compare them to mine. They were completely fucking amazing. More gorgeous than mine? I wasn’t sure. If this kept up very much longer I would be, however. And hers would win. That wasn’t a good sign. She shouldn’t be anywhere close to my level of beauty right now.

But she was.

Her hand, grasping my arm, was feeling tighter and tighter as her strength grew. It was becoming painful. To a Class 7. And her ascension through the classes didn’t seem to be slowing down at all.

Holy. Fucking. Shit.

Just how powerful was this girl going to become?

I turned to Fiona, who looked absolutely horrified. She had been trying to tell me something but hadn’t finished.

“What were you going to tell me, Fiona…? If she gets…” I prompted her.

Fiona’s eyes didn’t leave her sister’s increasingly ravishing form, but she spoke softly and slowly to me.

“The transformation. It’s triggered by desire. Arousal. We’ve been so careful…”

“Why have you been so careful? What’s going on? Just tell me already!” I could hear the urgency in my own voice, wondering just what I’d gotten myself into this time!

Before Fiona could speak, I felt pain in my arm. Intense pain. I turned to look at the girl. She was beyond stunning now. I was sure she was prettier than me.

As the pain continued to intensify, I couldn’t hold on any longer. Felicia didn’t fall, however, as her legs had grown so much longer that her toes now touched the floor.

I tried to pull my hand away. I couldn’t.

I tried again. No luck.

Her delicate fingers dug into my flesh all the way to the bone. It was soooo painful. Fuck!

“Aaaaah!” I cried, finally. Unable to take the agony without saying something else.

Felicia looked confused, then startled as she realized she had been gripping my arm so tightly. She released her grip.

Thank God!

I instantly retracted my arm, inspecting the flesh and the red finger marks all over it. I knew that it would bruise, but for now, I was just happy to be free of the pain.

The faint, delicate hairs on my arms began to rise as I continued to inspect my damaged limb. That’s when I noticed it. The aura of power that was radiating from the girl in front of me. It reminded me of Fiona’s, when I had been a Class 3 to her 8. Except more. Much more.

“She’s becoming a ten,” said Fiona in a voice so quiet, it was practically a whisper. She sounded awestruck… and a little terrified.

I tried to do the mental calculations. If a Class 1 was twice as strong as a Regular, then I was 27, which was 128. If she was a Class 10, she was 210, which was 1,024. She would be as strong as 1,000 fucking people! I was as strong as 100. I would need 900 Regular friends to bridge the gap between us.

Holy. Fucking. Shit.

Had I thought that already? I didn’t know. I was too shocked right now to remember my own thoughts. She was going to be as strong as a thousand people.

Holy. Fucking. Shit.

I looked at her. She had left “gorgeous” far behind. Hell, she had left “perfection” behind. She was working on absolute fucking divinity, somehow stacking perfection on top of perfection as her beauty continued to ascend.

Her satin, platinum tresses glowed with matchless magnificence, falling around her like the veil of a goddess. Her eyes were achingly blue. Looking into them was like gazing into the depths of the ocean.

Parting, her lips formed words. I think they did, anyway. But all I could hear was the seductive purr that was now her voice. It drew me magnetically to her with physical power.

Her complexion was the redefined resplendence. Its glory was absolutely heartbreaking. I couldn’t believe it. Nothing could be this perfect, could it?

Except that it could.

The evidence was right before my eyes.

I swallowed hard as I tore my eyes away from that face. My eyes widened as I watched her body continue to develop. I couldn’t believe she was actually becoming more beautiful at this point.

I breathed in, and my knees felt weak. What was that scent? It was unbelievable! So erotic…

Was I standing? I couldn’t remember right now. I looked around to check. Yes. I was.

I stole a glance at Fiona. She had collapsed and was now writhing on the floor. As overwhelming as the experience of witnessing Felicia’s ascension was for me, a Class 7, it had to be far more intense for Fiona, a Regular now. She didn’t seem to be doing too well.

My eyes slowly turned back to Felicia, however. I couldn’t help it. I had to see. Eyes darting across her ultrafeminine form, impossible beauty filled their vision everywhere they turned.

Her arms looked impossibly toned, despite their thin profile, I simply knew that they were capable of strength beyond anything the world had ever seen.

Sweater tearing vertically down the middle, the flawless flesh of unthinkably perfect breasts was exposed on each side of her sternum. Their shape. Perfection. Their size. Perfection. Their heavenly firmness. Perfection.

It was difficult to think of any other words to describe them.

I was close to collapsing to the ground now, myself, simply from the sight of her. If that sweater pulled away to reveal any more of those shapely swells, I probably would be literally floored.

Her abs, exposed now beneath her rising sweater, which continued to pull upward in a doomed effort to keep up with her burgeoning breasts, looked as earth-shakingly powerful as her arms. Probably more. How could she be so slim, with such a tiny waist and have abs so chiseled that no Greek sculptor could possibly have conceived of carving them.

I wriggled my fingers as I thought of when I had punched Fiona’s abs two weeks ago and broken my hand. What would those things do to me? Fiona had had the strength of 256 people as a Class 8. Fiona, in her prime, would need 750 Regular friends to match her sister’s mind-blowing strength. That 1,000 number bounced around in my thoughts again, boggling my overtaxed brain.

Felicia seemed to notice her own body as well, twisting to see her own backside. It brought her mind-blowingly spectacular ass in my view as well.

It was too much. I finally fell to the floor, my wobbling knees giving out completely.

Voluptuous didn’t begin to describe it. Their hemispheres were unthinkably curvaceous, so delicious, so utterly succulent that my tongue involuntarily swept along my lower lip as I imagined touching it.

Oh, God. To touch it…

I shuddered, feeling my lower lip trembling even as my tongue continued to moisten it.


Her skirt gave way to that hypnotic ass and elegantly rounded hips as a tear worked its way upward until the waistband snapped and the fabric drifted in a patterned billow to the floor. 

Fully revealed, save for a thinning line of panty that would soon snap, her thighs were rivetingly sexy. The nubile skin that covered them was so completely, perfectly smooth that it appeared to be polished satin, almost glowing with tanned, radiant health.

The muscles that moved beneath their surface could probably move mountains with their power. The sinuous flow of those luscious legs continued for what seemed like miles until it swelled again into sleek calves. As she rubbed them against each other, I was fascinated as my eyes watched the feminine muscle within slither like warm, liquid steel.

I was admiring her small, dainty feet when I saw them lift from the ground, rising off the floor completely.

I gasped, my eyes shooting up to her angelic face once more. Her eyes were closed, lashes so long, they made it an inch down the graceful lines of her cheeks. She seemed to be concentrating.

I watched her rise, floating above the ground, putting the final touch on her ascension to goddesshood by showing that gravity held no more power over her. It, like everything else on this planet, bent to her will.

Her eyes suddenly opened, bottomless sapphire pools of liquid fire. She breathed out, and I felt my hair whip back.

I almost wondered if I should bow or something. It seemed appropriate. But I shook my head. Fuck that. I wanted to be the most powerful, the most beautiful, the… most.

And now I was back to being nothing. This girl was so far beyond me that I was nothing to her.


I had just made some progress on that front. Fiona was finally in her rightful place–below me. And now? Fiona’s sister has to go and become some kind of supergoddess of female perfection? Damn it!

I eyed Felicia lasciviously as her hair rose to swirl around her impossibly elegant face, somehow floating of its own accord. It wasn’t enough that her breasts defied gravity, apparently… or even that her body could defy gravity? Her hair could do it too? Her fucking hair! Despite my best efforts to fight it, I felt my heart flutter with desire for this impossible beauty.

Oh, God. Here it comes. I remembered the effect Fiona had had on me. And even Emily.

I thought back to Emily, and what she had said–or not said–the last time I’d seen her. It was that I was her fantasy or something? She seemed to have wanted to confess something more, but I wasn’t sure what. I still wasn’t.

She was a nine. But somehow, as heartstopping as she was, she was nothing compared to this girl. This girl was twice as powerful, as earth-shatteringly gorgeous as Emily, the nature of an exponential system of classes.

I watched waves of power shimmer around Felicia. They seemed to roll off her.

Then she slowly lowered back to the floor, toes touching, then heels. She breathed in, widening the gap in her sweater, exposing more of the perfect globes that were her breasts. I felt my nipples tighten in anticipation.

As she walked toward me, I felt the beginnings of moisture. I suppressed a moan as she neared me, that seductively sexy fragrance wafting over my body. 

But she walked right past me, extending a hand to her sister. I gaped as she pulled her sister to her feet, only to immediately collapse again the moment that she let go.

She frowned, then picked up Fiona and set her on the bed, then walked out the door.

Stunned, I simply stared at the empty door and blinked. She had simply… ignored me. As if I were nothing.

Again with the nothing. I didn’t like nothing. In fact, I was really beginning to hate being treated like nothing. Damn it!

Where the hell was she going? What was she going to do next?

%d bloggers like this: