In a Class of Her Own – Part 1

Cover by ElF

This story is based on the wonderful idea of my patron, who commissioned this story and helped me edit. It contains explicit scenes and language. 🙂


“How do you feel about the program being ruled a complete success?” the pretty reporter asked me.

I wanted to say ‘Fucking awesome! I have the whole damn school wrapped around my little finger, and I can do whatever I fucking want!’ But I didn’t. I was always careful to make it appear as though I were a sparkling example of primness and properness, so that the government would keep me in school with all of the regulars and lesser powereds. I loved ruling the school, so the charade must continue.

“I’m proud to be an example for all of the other Class 3s out there. I’m confident that Class 3s can coexist perfectly with others–even regulars. I’m just thankful for the opportunity to attend class with those less fortunate than myself.”

The reporter raised an eyebrow at that. Maybe it did sound a little conceited. Oh, well. It was still a far cry from how I really felt. These insignificant little weaklings around me should always know their superior and act accordingly. Sometimes the stupid little fucks had the nerve to ask for my help, forgetting that they should be the ones doing favors for me. I mean, that’s just the way the world works, right? The less powerful serve the powerful. It’s like Darwin or something.

I liked male reporters better anyway. One look at my curvaceous, athletic body, and they were too busy ogling to notice insignificant little things like the words that were coming out of my mouth.

Two years earlier, some adolescent girls had begun to exhibit extraordinary powers, mostly strength, but in some cases, other things. They were rare, and the stronger the ability, the more rare it was.

I still remembered my own transformation. It was gradual. I had been a mousy little girl. As puberty hit, however, I found myself growing taller, filling out, becoming curvier by the week. I had found athletic abilities and strength beyond my wildest imagining. I had been one of the girls from the first wave, one of the most powerful.

As I walked away from the press conference, my smile turned to a frown. Emily awaited me just outside. She looked up at me with dark, beautiful doe eyes, her petite, slender form easily the equal of any supermodel before the Event, before the rise of the supers. Her beauty paled in comparison to mine, but the leggy little thing was attractive. It was one of the reasons that I had given the cute young Asian the honor of being my assistant. She was a Class 1, barely above human. She could still beat every Olympic record set more than two years ago, but compared to me, she was pretty much nothing. I gave her a friendly pat on her pert,  well-formed butt. She flew two feet forward but was able to regain her balance.

“Em, next time, make sure they send a male reporter. I’m done being interviewed with women. They’re just jealous of this,” I gestured down my phenomenal body. I wore the school uniform. It made for good appearances, and it drove all the guys–and more than one of the teachers–wild with desire.

The crisply ironed button-up shirt strained to contain the gravity-defying swells of my breasts, though it was loose around the waist. My long red hair shimmered like flickering flame, matching the little crimson tie that had flipped over my shoulder from the breeze as I walked. I wore a red tartan skirt a size or two too small. It still fit because of my tiny waist, but I liked that it barely covered the spectacular curves of my perfect ass, the fabric draped over its mouth-wateringly sexy shape. The skirt came down only to upper thigh, leaving acres of long, luscious leg snaking down to knee-high white socks and black mary jane shoes.

I looked like a schoolgirl fantasy made flesh. Hell, I was a schoolgirl fantasy made flesh. Well, if that schoolgirl was as strong as a freaking comic book superhero, anyway.

Emily jotted something down in her Lilly notebook. That’s my name, you know. Lilly. It means innocence and beauty. The latter was accurate, anyway. The former? Not so much.

Anyway, it was a good thing that Emily was paying attention. If she hadn’t made a note of my request, I would have had to reprimand her. And she wouldn’t like that too much. A slap from a Class 2 would send a Class 1 like her flying across the hall. A slap from me, a Class 3? It could send her through a cinder block wall. 

That was why I owned this school. Head of the cheer squad? Me. Senior class president? Yours truly. Person the principal checked with to make sure it was okay to do something? Moi as well.

What’s next in my schedule, Em? I heard her rustle through some papers, searching.

“Fuck, Em! I’m just asking what comes right now! You should already fucking know! Don’t make me reprimand you… last time I did, you were in the hospital for a week. That was a huge fucking inconvenience for me, you know.”

“I know, Mistress. I’m so sorry!” she said, head bowed. At least she was addressing me be the proper title. I tapped my foot.

“Still waiting…”

“History! You’re going to history class!”

“Really? But I was just there, like, last week!”

Emily rifled through her notebook, then tapped her small finger to a page.

“Yes, three weeks ago, you said that you should really start going to History class at least once a week.”

“Oh, alright,” I said, annoyed that I had decided to be this responsible. Oh well, at least it was fun to toy with Mr. Matthews. He could never get enough of my amazing bod.

I strutted into class in the middle of Mr. Matthews’ lecture, prodigious chest thrust forward, tiny skirt flapping against my breathtaking tush. My thick, luxurious hair bounced on my shoulders as I sat in my seat, making a show of crossing my endless, silky legs. I knew he was a leg man. A flash of my succulent thigh, and the man was putty in my hands.

He stared at me in awe, thin, wispy hair swirling over his head, stuttering and stammering as he completely forgot what he had been saying. I tended to have that effect on people. Especially him. Now I remembered why I wanted to come to this class…

As he found his place and resumed speaking, I decided to have a little more fun. I licked my lips and gave him my best come-hither stare. His eyes widened, and a blush bloomed on his pale cheeks. He loosened his collar. I couldn’t help it. Along with exponentially greater strength, higher classes also possessed exponentially greater beauty.

I had never met a Class 4. There were even a few Class 5s around the world now. They weren’t allowed in schools with regulars. It was considered too dangerous. Hell, even allowing a Class 3 like me had been taboo until I had been selected for this trial program. As with that reporter, however, I was careful to ensure that only positive things made it out to the media. Every school official or teacher knew that any negative comments about me to the media–or to anyone else, really, would be deserving of some pretty serious repercussions. Thankfully, no one had attempted such a stupid thing. This was a good thing. It was tough to get blood out from under my nails.

Each class of super was an order of magnitude stronger than the class before. That meant that if a Class 1 were twice as powerful as a regular, a Class 2 would be four times as powerful, a Class 3 eight times. A Class 4 would be sixteen times as powerful. And sixteen times more beautiful. It was difficult to imagine anyone more beautiful than me, however. 

I flipped my ginger curls out of my stunning face and boredly examined my nails for the remainder of class. They were perfect. As always.

When class was over, I looked to Emily.


This time, she had the answer. 

“Student council meeting.”

“Oh, good.”

I liked student council meetings. They were where I told everyone what I wanted, and they scurried, like the little rats they were, to do it.

I strode into the library, where the meetings were held, and watched as the eyes of every guy in the room locked on to me. I smiled in satisfaction.

The room quieted as I approached, everyone ceasing their discussions to hear what I had to say.

“Books are soooo passé, don’t you think?”

No one spoke.

“I mean, now that there are tablets and computers, and whatever–who needs them. The library would look so much cleaner and crisper without all these annoying shelves.” I gestured to the wooden, book-laden cases.

I walked over to one of them, gripped it with both hands and pulled it out of the wall, plaster cracking and snapping as I pulled the hardware that anchored it into the wall twisted and broke. I slammed the shelf down onto the floor with a giant crash, books and dust flying everywhere.

The rest of the council shot out of their seats to help clean up the mess, four of them struggling to lift the giant shelf and take it out of the room, the rest stacking the books in the corner for now.

I turned to them as they finished and gestured toward the remaining shelves.

“Hop to it, guys. By our meeting next week, I don’t want to see a single damn book in this library.”

They nodded and began to scurry again, removing books from the shelves and stacking them. I motioned to Emily to follow me and exited the room as Emily told me the next calendared item on my agenda.

Everything was right with the world. My world.


The next morning, I showered and changed into my school uniform, modeling and admiring my perfect form in the mirror as usual. As I descended the stairs, I heard the sound of the local news on television from the living room where my mom always ate her morning bagel.

“The mayor announced this morning that our school district, the first pilot for the Class 3 program, will also be the first pilot school for higher level supers. As all of us know, Class 4s and above are extremely rare and are unstoppably powerful. They are also more likely to exhibit powers beyond strength, invulnerability, and accelerated healing.”

“Until now, girls of that level of enhancement have not been allowed in classrooms with regular students. However, the president, after meeting with the most powerful of all the supers–a rumored Class 6–had a sudden reversal of his previous position…”

A Class 6? Pfft. Yeah. And a fucking unicorn was about to come flying through the window. There was no such thing. There were only a couple of Class 5s in the world, and they hadn’t even been seen in public, the government keeping them under wraps from the media for whatever reason. That probably meant that they would be putting a Class 4 in my school. Class 5s were just too rare, and the President–even if he had just reversed his position–was unlikely to allow more than a single class increase to the program at this point.

I frowned. That was going to be a challenge. But I was up for it. I wasn’t your run-of-the-mill Class 3. I was special. I was the queen of the school, my personal playground. So this Class 4 would be stronger. Big deal! I could handle her. Bring. Her. On.

When I arrived at school, the principal requested my presence in his office. I decided to grace him with it. I entered, my brow furrowing as I saw the shell-shocked expression on his face.

“What is it, Howard?”

“I h-have some n-news…” His voice shook. Was I that overwhelming to him now?

“…the pilot program… your pilot program to integrate high level supers into regular schools has been deemed such a success that they’ve decided to allow all classes into schools.” He swallowed hard before continuing.

“We’ve been assigned the world’s only Class 6,” he said, his voice growing hoarse with emotion, trembling. “T-they thought you could h-help h-her a-adapt…” His voice was shaking so badly now, he couldn’t continue.

“Class 6?!” I said in disbelief. “I thought that was just a fucking myth! She’d be like some kind of…”

“Goddess?” came a velvety voice from behind me. I whirled.

“Yes, I can see how a minor super like you would feel that way.” She stepped forward.

“I’m Fiona,” she said in a seductive voice that sent shivers down my spine. As my eyes rose the length of her impossibly long legs, my knees wobbled like a fragile blade of grass in a gale.

I felt the aura of her power wash over my skin, tingles prickling as I gaped. Her legs seemed infinite, lean and elegantly sinewed, not even remotely hidden by the micro skirt she wore. Her skirt seemed smaller, even, than my own. Every inch of the toned, tanned flesh of her thighs was visible. Those inches were absolute magnificence. Every. Single. One.

Because of the height given by her insanely long legs, her sexy, supple hips were level with my stomach. Their coltish, ultrafeminine curve made me tremble with desire. For a girl.

I wasn’t into girls. At least, I hadn’t been until now. She was erotic perfection, however. It was impossible not to feel the heat of attraction to  her succulent form, regardless of gender, regardless of sexuality. She was beyond such things, transcending any normal limits of attractiveness.

She didn’t wear the typical white button-up shirt of the school’s typical uniform, but a clingy white tank. Her crimson tie was draped loosely around her elegant neck. I could see her heartbreakingly perfect abs under its thin cotton fabric. The cloth itself seemed to want to feel her sculpted stomach, so closely did it clench the contours of her achingly perfect torso.

My eyes rose slowly, taking the journey up and over the most perfect breasts ever to grace a female form. I licked my lips. I could almost taste her nubile flesh as my eyes drank in the mesmerizing view. The swells of her breasts were dramatic, spectacular, sublime. I stumbled back a step, physically moved by the visual power of their voluptuous expanse.

As my gaze lifted along her thin, swanlike neck, to her magnificent visage, I plopped into a chair that was, luckily, just behind me. Her lips were plump, vermillion deliciousness. I imagined myself kissing those appallingly perfect lips. My tongue slid along my own, moistening them. I wanted to kiss her. A girl. I tried to close my eyes and shake the vision away, but my eyes found hers at that moment, and looking away was impossible. Their crystal blue brilliance pierced my soul. They looked amused. Her lips twisted into a smolderingly sensual smirk.

She took another step forward, the sinuous, supple grace of her leg’s movement sending another wave of arousal through me. She turned, and I saw her the sleek, sculpted hemispheres of her firm, tantalizing ass for the first time. My heart fluttered, missing a beat. Maybe two. Her sexy derriere surged outward from the inward bow of her lower back as if thrusting itself out with pride at its exhilaratingly sensual shape. Her skirt couldn’t quite contain it. My eyes dropped to the lower hem of the cotton fabric, which rose to reveal flashes of its curvaceous arc with every movement. The nascent lines of of her perfect posterior was clearly visible as it lifted, upward and outward, from her shapely, feminine hamstrings.

I shifted in my seat, rubbing my legs together. I noticed that I was sweating. My cheeks were probably flushed. 

I had thought that my body was perfect, and it was. But hers completely redefined the term. She was desire made flesh, the consummate female form. It was impossible to conceive of a beauty so comprehensive, so complete until seeing it.

She offered me her hand, fingers slender, almost delicate looking, manicured. I took it. I felt the power inside it. Unbelievable strength that belied their dainty appearance was contained within, exponentially greater than my own. She gripped my fingers lightly, and I still lost feeling in my hand.

Here I was, a Class 3. Queen of the school. She could make me lose all feeling in my hand without even trying!

The room seemed to tilt as I attempted to come to terms with the reality that this girl, this perfect specimen was going to be attending my school. I could feel the scales of power sliding from me to her. Shit! Why had I made everything seem so… perfect… to the public! I had done this to myself! This girl shouldn’t be here. She shouldn’t be in this school! This was my school! My queendom. She was too powerful to be here!

Her eyes seemed to know the effect she was having on me. I saw her gaze shift to look behind me. The principal! I had forgotten all about him with this goddess, Fiona, in the room. I followed her eyes, turning to glance at him.

He was shaking, pulsing. Oh my God! Was he having an orgasm? Geez! Just from looking at this girl? Maybe it was from watching her dominate me… ME!… casually with just a simmering look and five dainty fingers.


She spun, her tiny skirt spinning to reveal another tantalizing flash of flawless flesh, her matchless tush revealed once more to me before she strutted out of the office, the lush, thick waves of her platinum tresses bouncing along her toned back and shoulders as she went.

Fuck. Fuck. Fuck.

The school had a new queen. And it wasn’t me.

NO! I wasn’t going down without a fight. Class 6 or not, this bitch wasn’t taking this school away from me this easily.


I walked into Mr. Matthews’ classroom, expecting his eyes to taste my luscious body as I strolled to my seat next to Emily. But they didn’t. They were directed somewhere else. I glanced to the back of the room where he was staring.

It was her. Fiona. In this class. Looking bored.

Every guy in class–and most of the girls–stole glances at her crossed legs, her shapely calf erotically bouncing against her other perfectly formed shin. She seemed completely unaware of their attention, as if she simply took it for granted.

The real problem was that there wasn’t a single eye on me today. I felt hollow, empty. Even Emily didn’t seem to notice that I had entered the room. I smacked her hard on the arm, not quite hard enough to break it. It would leave a good bruise to remind her who she should be loyal to.

“Ow!” she said. “I know that I heal faster than normal, but geez! What was that for?”

“What do you think!

“I was just looking at Fiona. I mean, she’s even prettier than…” she stopped before she finished the sentence. Lucky for her. 

“Than…?” I prompted.

“…than everyone other than you!” she said, recovering nicely. I backed down slightly, but my ire had been raised. I didn’t like this new girl one bit.

I stewed for the entire class. When the bell rang, I rose. But Fiona was instantly next to me. She placed her hand on my shoulder. Her crushing grip slammed me back down in my seat. I felt it crack under my shapely ass.

She held me there with a single hand, looking straight ahead at our teacher as everyone left the room. Everyone except us. And Mr. Matthews.

It was clear that she wanted me to stay here. So I did. Even when she released me to saunter up to Mr. Matthews.

Mr. Matthews gulped from his desk as she approached, his eyes frantically roaming her body. He didn’t seem to be sure where to look. Every part of her was crafted, sensual perfection.

She placed both hands on his desk, her awe-inspiring cleavage languidly moving in a pendulum-like motion before his eyes, like a cobra dancing in a figure eight before a snake charmer. She spoke, her voice sultry, dripping with riveting sensuality.

“So you’re the famous Mr. Matthews,” she breathed.

“Y-yes,” he mumbled.

“I’ve heard about you,” she said. “You’ve got a reputation with the ladies, I hear…”

She placed a knee on his desk, her butt jutting upward, partially obscuring my view. She leaned forward to run a fingertip gently, sensually along the underside of his jaw. He shuddered. As she shifted forward, her miniscule skirt fell away, leaving her succulent bare ass slowly, hypnotically undulating before my eyes. How could it be so utterly perfect?

“I want some extra credit. Any idea how I might be able to get something like that from you?” she said, huskily, her voice unbelievably suggestive. I wasn’t even her intended target, and I felt the sexual power in her voice. My nipples stiffened as her sultry, velvet voice reached them.

Her silken lips moved forward to meet his. His eyes widened in surprise before fluttering closed in ecstasy at their lightest touch. I saw his hips jerk upward as they spasmed in climax. Her further lean to kiss him tensed her legs, which burst into striations before me. A wave of power rippled through me as I felt the invisible, crackling field of their incredible strength, enough, clearly, to make the laws of physics bend a knee to her.

Mr. Matthews passed out before she pulled back. She stood, straightened her clothing, and looking satisfied. She turned and gave me a wink with her insanely long lashes. I felt a strange mix of envy and arousal crash through me. This was no mere girl–this Class 6 was a fucking force of nature.

This girl, this perfect specimen of feminine power, seemed to have no limits. I tried to suppress the hunger I felt for her. As she strode out of the classroom, hair flouncing behind her, I wondered what it would be like to…

No! She was my enemy! I couldn’t think like that!

I rose unsteadily from my desk. I felt a drop of moisture slip down my inner thigh.



I walked into gym class as the instructor finished explaining the rules to basketball. Fiona didn’t seem to be paying attention, simply spinning a ball on the tip of her index finger at hypersonic speeds, focusing only on balancing the ball. I watched a black curl of smoke drift from the underside of the ball, where her fingernail touched it. I smelled burning rubber.

“Okay class, we’re going to be doing one-on-one drills so that you can get used to dribbling, shooting, and defending. Tom? Pete? You’re up first!”

I watched, still stewing from Fiona’s casual display of dominance over the teacher I used to have wrapped around my little finger. I had never brought the man to orgasm before. Certainly not one that was so intense that he couldn’t remain conscious through it. And with one little fucking kiss. How the hell had she done that?

I stole a glance at Fiona’s stratospherically gorgeous body and felt my mouth go dry. My God! How was it possible for a woman to be that fucking beautiful? How was I supposed to compete with that! As I ogled her, I realized that she was looking directly at me, watching me rove my eyes over her perfection. A broad smile formed on her lips. Damn it. The last thing I needed was for her to know I was attracted to her. Like, seriously attracted. I looked away, in an attempt to slow the pitter-patter of my heart.

“Miss Smith?” Fiona said, still staring directly at me. “Can I go up against Lilly next?”

“Why, sure, Fiona?” Miss Smith said. I seriously doubted it would have mattered if she said no. Whatever Fiona wanted, Fiona would get from the faculty… and from anyone else for that matter. I knew the feeling. Or… used to.

As the two boys cleared the floor, Fiona and I walked out to mid-court. Fiona passed me the ball so hard that I fell over backward. Shit, she was strong! I tried to grab the ball on my chest, but I couldn’t. It was a deflated pile of rubber, unable to withstand the force of impact with my body. I rose to my feet and flung the remnants of the ball to the side of the court.

“Ball!” I commanded, looking toward my gym teacher. She tossed me a new one, and I gave her an approving nod.

I began to dribble, moving forward. Fiona simply stood there, looking around, taking in the sights inside the gymnasium. It didn’t look as if she was going to do anything. That was fine with me! I raced forward as fast as I could, going in for a layup. As I jumped to lay the ball in, I felt Fiona’s energy, her powerful aura, crackling along my back. Her hand flashed in and took the ball from my fingers just as I attempted to shoot it. By the time I came down, she was already back at midcourt and coming up for a shot of her own.

My mouth curled into a determined snarl. This bitch might be stronger than me, she might be faster than me, but I would show her who was more determined. I blocked her path.

Fiona smirked as she ran forward. She lowered her shoulder as she jumped, catching me under the jaw with it. I hit the ground hard. From my back, I watched her go airborne and smash the ball through the hoop. The backboard shattered, glass showering all over me. Her feet landed to either side of my head, the force of her landing so great that the wood cratered into splinters under her feet. She caught the ball, deflated again from the incredible force it had received as she had powered it through the hoop, then tossed it over her shoulder as she strolled away. The flappy rubber shell landed on my nose.

I moved and felt a new sensation. Something I hadn’t felt since my transformation. Pain. I touched my fingers to my lips, which were radiating the strange feeling. I pulled them away and looked at them.


My blood.

I felt my eyes widen in shock. No one could make me bleed! Except… apparently Fiona.

I saw red–in every sense. I leapt to my feet and charged toward her back, sprinting as fast as I could before I even knew what I was doing. I was just sick of this humiliation. I was going to take this girl down or fucking die trying!

Fiona seemed to sense me coming. She casually stepped aside as I tried to tackle her from behind, placing her hand in the middle of my back and giving me a shove. I lost my balance and stumbled into the concrete wall, embedding my face and ample, perky breasts to it. I placed my hands to either side and pushed myself out of the body-shaped crater, whirling to face Fiona, whose head was tossed back in laughter.

When she stopped, eyes once again locking to mine with an amused look, she spoke in a melodic giggle.

“Seriously?” she said with one of her trademark winks.

“You’ll pay for that, you fucking bitch!” I said, further angered by her reaction to my attacked. I roared as I charged at her again, cocking my fist for a punch.

“Oh, I will, will I?” she said, unconcerned that I was about to send a building-shattering blow into her oh-so-perfect torso.

I fired a punch to that amazing stomach of hers. She simply gave me a look of disbelieving amusement that seemed to say Are you sure you want to do that?

My fingers connected with her plated abs. I felt the bones inside them crack with even greater pain than that of my throbbing jaw. I didn’t care. I was beyond angry with this girl. She was stealing everything I had. I swung at her again, the fist of my other hand rocketing toward her face.

She stepped casually to the side, a bored look on her face, as if my hardest blow was annoyingly slow and she had to wait for it to arrive. I had put everything I had into that second punch, though, and its failure to connect threw me off balance. I stumbled forward and fell flat on my face.

I felt a grip of steel wrap around my wrist, its pressure unbearable. I felt my wrist snap under her fingertips as she used them to pull me up. I gave a grunt of pain. As I landed back on my feet, I watched her pull back her own arm.

“I think this is what you were trying to do…” she said with a sparkle of evil intent in her gorgeous, luminescent eye.

She threw her fist into my stomach, looking as if she were only giving it a half-assed effort. I tensed my abs. From the lack of power she seemed to be feeding into it, I thought that the muscles in my stomach might be up to the challenge of stopping it.

I was wrong.

Pain exploded in my torso. My eyes bulged. It felt like every drop of air was blasted out of my lungs in one, swift, agonizing instant. I felt my feet leave the ground as I flew several feet into the air as her fist burrowed into my abdomen. Gravity took hold a moment later, but my legs couldn’t hold me up, too rocked by the incredible power of her casual strike. I collapsed the floor, heaving. Aching agony. I felt the unfamiliar sensation as my vision dimmed. 

“Well, you are stupid, aren’t you, Lilly. I knew that you would try to keep your little queen status, but really? You’re going to try to fight me? You have no idea how pathetic you are compared to me. I could kill you without even trying. Do you realize that? But I won’t. It’s far more fun to simply remind you who the real queen is. Besides–I may have uses for you later. I am going to have to penalize you for this little indiscretion of yours, though, you know.”

Penalize me? What the hell did that mean? Wasn’t a pair of broken hands punishment enough?

“I’ll think of something. You’ll find out what I decide later…” she said, then tossed her magnificent blond hair over her shoulder with a graceful movement and exited the gym.

The rest of the class was staring at me, on my knees, coughing up blood, useless hands held before me, shocked.

“What the fuck are you all looking at? The next person I catch looking at me dies, you hear me? Dies!!!

The rest of the class instantly averted their eyes and scattered.

I struggled to my feet and went to the nurse’s office. I had never been there before, but I knew where it was.

A few minutes later, the nurse was examining my swollen digits.

“Well, you’re a Class 3, so your healing will be incredibly fast. Within a couple of hours, you should be fine. Stop by tomorrow morning if things aren’t feeling normal.”

She didn’t ask what had happened. She must already know. There was only one thing in this school that could do this to me.


I texted Emily as I walked home, nursing my injuries. The ache was horrible. Was this what regulars felt, getting hurt all the time? Shit! I suppose I should be thankful that I was a Class 3. But I wasn’t exactly feeling grateful right now. I was feeling pretty fucking upset. I wanted to fucking kill Fiona! I finished my text.

“Stop by my house as soon as you get this. We need to come up with a plan to beat Fiona tomorrow.”

A moment later, her reply came.



I lay on my bed, injured hands held above me, in the air. The swelling was already beginning to go down. I wasn’t thinking about that, however. I was racking my brain for a way to strike back at Fiona. What could I do to this girl to take back what was mine? I couldn’t fight her–that much was obvious after today. I couldn’t seduce her. Hell, I wasn’t sure I could resist if she tried to seduce me?

What should I do?

I heard a knock at my door. Emily. Good.

“Come in!” I yelled.

Em heard me and timidly opened the door.

“I’m so sorry, Mistress. I heard about what happened at the gym.”

“Enough! I don’t want to talk about that. All I’m interested in is revenge. So… ideas. Now. We need a plan to get even with Fiona.”

Emily paused, thinking, when I heard the doorbell ring.

Who was that? Had mom forgotten her key again? Now, of all times? Annoyed, I rose from my bed and went downstairs. I flung open the door with a haughty expression, ready to give my mom a proper tongue lashing.

But it wasn’t her.

It was Fiona.

She smiled, and I took an instinctive step backward. She walked right into my house in front of me, not bothering to ask permission.

“What the fuck are you doing here, bitch?”

“Tsk, tsk, little girl. I told you there would be a penalty for trying to hit me. I’m here to enforce it.”

She grabbed one of my injured hands so fast I couldn’t even see her hand move. She twisted it behind my back, and I gasped as I felt my shoulder pop out of its socket. White hot pain jagged down my arm like a bolt of lightning. I gave a soft yelp as she pushed me forward with my own pulsating arm.

I ascended the stairs as she nonchalantly controlled me with five little fingers. We came to a stop just outside my bedroom door. She spun me around and gave me an intense, intimidating look with staggeringly brilliant eyes.

She reached down and pulled her tight tank top over her head, leaving her perfect breasts uncovered and at my eye level, slumped in pain as I was. Holy fucking Lord! I had thought mine the paragons of beauty. Hers were, quite literally, goddess-like. I couldn’t breathe. It was like the unveiling of Aphrodite herself. Just when I thought I couldn’t be any more thunderstruck by her colossal beauty, she put another part of her heartbreakingly resplendent body on display. How the fuck could anyone have a form this impossibly sublime?

She placed a single finger to her ultra-luscious lips to indicate that I should be quiet.

She opened the door silently. Emily was facing away from the door. Before she could turn, Fiona had tied her top around the girl’s eyes like a blindfold.

Emily stuck out her hands, robbed of her sense of sight.

“Mistress?” she asked hesitantly.

Fiona pulled my desk chair into the center of the room, placed an elegant hand on Emily’s shoulder and pushed her to a seated position in the chair.

Fiona walked slowly around her, trailing her perfect fingertips along Emily’s shoulders and the back of her neck. She continued encircling the slender girl like a shark circling its prey. When she stood before Emily, she took one of the lithe girl’s hands in a gentle, caressing grasp.

“W-what are you doing, Lilly?” Emily asked uncertainly.

Fiona said nothing, placing her perfect lips over Emily’s index finger, lowering them slowly, sensually downward.

Emily shuddered.


Fiona pulled her lips languidly upward until they disengaged from Emily’s fingertip, a thin line of saliva trailing its movement. 

Fiona lowered herself to a crouch before the girl, then leaned inward, cocking her head to the side. She kissed Emily’s neck.

Emily’s head tilted back and she let out a soft moan. 

“Mistress? Are you… doing what I think you’re doing?” Emily breathed in a long breath. “You smell soooo good, Lilly.”

Still, Fiona said nothing. She pulled her lips away from Emily’s neck and began to unbutton the girl’s blouse with slender, nimble fingers. Emily’s blouse fell open, revealing a white bra. Fiona sliced it down the center with a diamond-sharp fingernail. The bra fell away as well to reveal two small but well-proportioned breasts on her svelte frame.

Fiona leaned forward once more and pressed her lips to Emily’s nipple, giving it a swirl with her long, flexible tongue.

Emily squirmed. Her voice was breathy. “You have no idea how long I’ve wanted you to do this with me, Lilly. God…”

Emily’s breathing quickened. I felt a tear roll down my cheek as I watched Fiona give Emily something I never had. I watched as she took Emily away from me.

Fiona moved her lips to Emily’s. Emily spoke between kisses, eager to express the consummation of long held fantasies.

“God… Lilly… you taste… so fucking… amazing… lips… so soft… wanted… you… for so long… fuck!”

Fiona played the petite girl like a violin, Emily’s breathing became panting. She couldn’t sit still. Her arms wrapped around Fiona’s impossibly gorgeous body, pulling it toward her.

“Your body… so perfect… better… than I ever… even imagined.”

The words cut deeply. A muffled sob escaped my lips. 

“Lilly?” asked Emily. She pulled off the blindfold. Her eyes went wide with shock, the face before hers not the one she had been expecting.

“Fiona!?” Emily exclaimed. Her mouth opened but no further words came out.

Fiona pulled back from the girl, turned to me, and smiled like the cat who had just swallowed the canary. Whole.

Emily stood up from the chair and looked at me, fear and confusion evident in her chocolate eyes. Fiona’s hand snaked around behind her head. Emily felt the other girl’s powerful fingers and turned to face Fiona’s unbelievable body. Fiona moved the smaller girl’s head toward her bare breast, still watching me. I felt my mouth open in horror. I couldn’t help it.

Emily sighed audibly as her lips met Fiona’s sensitive flesh. She began to suckle. Fiona shifted, clearly feeling Emily’s oral ministrations. But Emily seemed to be enjoying the experience even more. She began to moan. As seconds passed, her moans seemed to become more desperate, urgent.

Emily began to glow with a golden aura as she tasted Fiona’s breasts. I gaped. What was happening to her?

Fiona’s fingers curled atop Emily’s raven locks and pressed her head downward. Emily’s lips moved downward from one inch of flawless flesh to another. Her tongue tasted the power within the grooves of Fiona’s sculpted abs as it descended–power that had broken my hand without even clenching.

Fiona released Emily’s head, but it continued to flow downward until it stopped between her perfect thighs. I watched as Emily drank from Fiona. Emily’s body quivered as she climaxed. The golden glow around her intensified. Emily, not Fiona. She had a fucking orgasm from the taste of Fiona’s pussy alone.

God help me. I suddenly realized that I was incredibly turned on. Fiona was just so superior. She didn’t even have to try. Her power, her strength, her beauty–all of it was so absolute that domination came effortlessly to her. It was simply a natural part of who she was.

Emily’s body bucked and tensed, then she fell to Fiona’s feet. Her mouth was turned toward me, cheek resting on Fiona’s foot, eyes closed, aftershocks racking her body. She panted for breath, sucking in oxygen as if starved for it. After a few breaths, she turned her mouth to Fiona’s foot and began to kiss it. Were her lips becoming fuller, more plump?

Fiona continued to stare at me with a cryptic smile. Could she tell I was aroused? I hoped not. I really hoped not.

She bent her knees and reached down, hauling Emily up with one hand. Emily gave a small yelp as she rose. Fiona placed her arms around the slim, petite girl and kissed her hard, passionately. Emily, mouth covered by Fiona’s, screamed. Her aftershocks from the first orgasm hadn’t even finished, when the massive tremors from the second began.

Emily’s breasts began to swell. Her abs, under the remnants of her white blouse, etched into defined relief. I heard a snap as her skirt popped open. Her panties seemed to shrink. Wait! No, it was the cheeks of her ass filling in!

Emily’s legs lengthened as Fiona held her, the golden glow that Fiona had somehow gifted her with sculpting her body from that of a supermodel to something more. Something better. As I watched her face reshape itself, my breath caught. My God! She was becoming more beautiful than me!

Emily’s hair flowed down her back in ever-lengthening tresses, filling out and shimmering in mirror-like obsidian waves. Her eyes flashed with dark desire. Her hips, her ass had packed on healthy, feminine muscle, stretching her panties into thin strands of fabric. Her breasts were full, firm, and fleshy. She was completely amazing.

Fiona didn’t stop. She was relentless, holding Emily, the Asian girls’ legs dangling off the ground, lips crushed into hers. Fiona’s deep, passionate kisses triggered a third orgasm. Then a fourth.

Finally, Fiona pulled away and released her tight embrace. Emily dropped to the ground in a crumpled, shuddering heap.

Fiona slid her foot from under Emily, then approached me. She stopped inches away, looking down her nose at me from her vantage several inches taller than me. Was she going to kiss me too? A part of me wanted it. I licked my lips. I did desire it. Her lips pulled mine toward them as if they were irresistible magnets and my lips, smooth iron–like the defined muscles in her arms…

Just as my eyes closed and our lips were about to meet, she pulled away. My lips meeting nothing but air, I opened my eyes. She was now a good foot away, smiling broadly. I stepped forward. She stepped back once more.

“I know you want me, Lilly. I don’t blame you. Everyone wants me,” she said with a wink of her interminable lashes.

Everyone,” she whispered breathily. I nearly came right then. But I fought it off. Barely.

I stood there, leaning toward her, heart racing, she pulled Emily to her feet. Emily wobbled unsteadily, a dazed, glassy look in her eyes. It looked as if she didn’t know where she was. 

“Come on, Emily.”

Fiona left, Emily in tow.

When I heard the front door close, I dropped to my knees and cried.

I was alone.


I fell asleep on the floor, my damaged, sexually exhausted body taxed to even its limits from this first day with Fiona.

One day. I was a mess after one fucking day with this girl. At least I felt better now, my body having healed with the incredible speed of a Class 3.

I sat on my bed, lost in thought. I needed a plan.

I didn’t have Emily any more. The thought began a cascade of emotions, but I sidestepped them and forced them back down. I didn’t have time to be emotional right now. I had school in a couple of hours, and I needed to find a way to defeat Fiona. I needed to beat the most powerful person on the face of the earth.


Note to self: Don’t think of Fiona as that. Ever. Again.

Okay. Check. Now plan.

I tried to think of something. I really did. An hour later, I had nothing. Not a damn thing.

It was time to go to school. I considered not going, but that would be conceding victory to her on Day 2. No. I was going.

I put on my school uniform, my hand pressing against my flat stomach, slipping behind me to slide down the ravishing slopes of my phenomenal tush. I cupped my large, nubile breasts. I was attempting to bolster my confidence by feeling the dramatic swells and valleys of my amazing body. It had always worked before. Today, however, there was the slightest hint of disappointment in my eyes. I pretended that it wasn’t there, but somewhere, deep down inside, I knew that my body was no longer the most amazing one I’d ever seen. It was second. To hers. And it wasn’t even a close second.

I felt tears well. I wiped them away before they fell. I breathed slowly in and out. After one final, shaky breath, I walked out of my bedroom door like a soldier going to fight a battle that she knew would be her last. 


The moment I walked through the door of the school, Emily came up to me, now incredibly beautiful herself. My hope soared. Was Emily coming back to me? Was she mine again?

“Hi, Lil. Fiona wants to see you in the principal’s office,” Emily put her hand on my shoulder to direct me. What the fuck? Emily wasn’t allowed to touch me! I grabbed her hand and pulled. Nothing happened.

I tried again.


I glanced wide-eyed at Emily’s smiling face.

“I’m a Class 5 now, Lil. Apparently one of Fiona’s abilities is to grant power to others.” She gave a cryptic smile. “This way, Lil…”

Lil? How dare she call me Lil? No respect! I should. I should… what, exactly? She was closer to Fiona than I was. And she was a Class 5 now. Did that make her (gulp) my… superior? Oh my God. 

As we approached the office, Emily stopped and put her hand on my shoulder. Her grip was firm… then hard… then uncomfortable… then painful. Her fingers felt like steel. I was worried that my collar bone was about to break. I dropped to my knees, in excruciating agony.

As I kneeled before her, she looked down on me, not smiling, but looking slightly smug.

“I haven’t forgotten your little slap, Lil. Remember? The one that put me in the hospital?” she said. “Consider this a little bitty reminder of where you stand now,” she said. “You’re not above me anymore.”

She pulled me back up, pointed in the direction of the principal’s office, then spun on her heel and walked off rapidly. I gulped, uncertain how this was going to play out. I had just been overpowered by my freaking assistant! How the hell was I going to stand up to Fiona? I shook away the thought. I steeled my fraying nerves, then strode with hollow confidence to the principal’s office.

I saw Fiona the moment I entered. She sat on the principal’s desk wearing yoga pants and an overtaxed sports bra. When she saw me, she smiled broadly and hopped off the desk.

“There is a tiny little secret I should probably let you in on, Lilly. When I had my little discussion with the President, I agreed to tell everyone that I was a Class 6. When they tested me, though, I actually graded out as a Class 8.”

A Class 8? 8? I didn’t know what to say. I didn’t know what to think. Fucking 8?

As I tried to come to terms with just how powerful this girl was, she turned to touch something under the desk, giving me an amazing view of her luscious ass. Her delicious backside stretched the yoga pants to near transparency, its superhuman firmness forcing the thin fabric into shapes far too breathtakingly erotic for its original design.

Halsey’s Not Afraid Anymore began to play in his office. Fiona’s phenomenal tush began to move slowly, sensually with her hips to the beat of the music, her back toward me. She backed toward me, undulating her hips, her body to the seductive beat of the music. I couldn’t take my eyes off her bewitching backside as it moved toward me, finally pressing into my hips.

The soft steel of her hypnotic ass pushed me backward, its motion never slowing, until my back pressed into the wall. Fuck! Her butt was so insanely perfect! Fiona began to turn slowly, her body fluid with motion the entire time. She pulled the office door closed. Her toned, willowy arms drifted over her head in time with the music as her body moved against mine, unhurried, carnal.

Every touch of her body to mine was lasciviously electric. I knew the prodigious strength in that smolderingly sexy form. It was a palpable presence, dwarfing my own. The thought of her sexy, erotically formed body containing such earth-shaking strength made me shiver.

Her arms continued their liquid-like movement as they floated down with agonizing slowness. Her slim fingers intertwined in mine. They clasped mine. My bones seemed to creak under their  delicate might. I knew by feel alone that I was helpless in those hands. A moan escaped my lips with the realization. Being overpowered. Me, the one accustomed to being the most powerful of all. It was intoxicating, unlocking a secret desire I never knew I had. Arousal was building from my womb outward, radiating through me.

She kept one of my hands clasped in hers, perfect feminine form still rolling against mine in waves, to the music. She moved my other hand to her stomach, capturing it between our writhing bodies. I could feel each brick of sculpted muscle. Defined. Impossibly hard. My hand sensed each ridge, each etched line of the muscled core that had shattered it the day before. 

I shuddered as sensory thrills from my fingertips on her superhumanly beautiful body shook me.  

She brought my hand to her shapely, rounded hip as it slithered sinuously to the rhythm of the music. Her skin felt like warm, polished marble. That could move. God, could it move. Her graceful, provocative movements were at least as sexy as her body. She moved like a panther, sleek curves flowing with the ambient sound. Her hand, pressed over mine, glided over the honey sweet swell of her delicious ass. She used my hand to push forward. Her hips pressed further into mine. I felt the cinder blocks behind me crunch under the pressure of my body against them, brick powder falling to the floor, but most of my attention was focused on the sensation of her hips grinding into mine. As they did, I felt her lips brush against my ear. She whispered huskily before nibbling on the lobe.

“Wouldn’t you like to please your goddess?”

Fuck. I didn’t even care anymore. I had to have her. God help me. I did want to please her. I had never wanted anything more in my life. I felt the pressure of impossible arousal inside me. 

My eyes closed. My mouth reached for hers. I hungered for her. I starved for her. My full lips found their target. She pinched my plump lower lip in her teeth, harder, harder.

I felt pain. I tasted blood, the reminder of just how much more powerful than me she really was. It was ecstasy. I came right then. From her teeth. On my lip. And, God help me. I came SO FUCKING HARD!!! My mouth opened, but no sound came. It was as if every ounce of energy that my body could produce were focused on blasting pleasure into my brain, my body.

She released my lip and plunged her tongue into my mouth, swirling and searching. I did the same. Pulses of arousal were firing through me so fast I couldn’t distinguish them anymore. It just became a state of constant, perpetual rapture. I felt waves of pleasure wash over me. Again and again.

They completely fucking destroyed me with ectastic sensation.

Her kiss. Her tongue. Penetrating me. Inside me. It was just too much.

She relaxed and inched backward to give me room. I dropped to the floor in convulsions of ultimate pleasure. I gasped. I gulped. I couldn’t seem to get enough air. FUCK, that had been intense.

I was finally able to make a sound. I whimpered. Recovering, I looked up. Her eyes looked pleased. They were the eyes of a conquering goddess. I knew then that I had been beaten. I didn’t care anymore. I just wanted to give her a fraction of the pleasure she had given me. Unbelievable pleasure.

 I slid my lips down her ambrosial flesh, kissing each cobble of her superhuman abs. My teeth caught on the top of her yoga pants. I continued to descend, using them to slice the overtaxed fabric as I went.

When I arrived at her beautiful pussy, I kissed it with trembling lips. Snaking out my tongue, I pressed it in and out of her entrance all the way down. I felt her quiver with desire. Oh my God! I made her QUIVER! The thought filled me with pride.

I licked her like an ice cream cone. I could almost smell the sugar. I could certainly taste it–her tangy, ambrosial sweetness. When I reached the top again, I found her clit, swirling around and around, varying my pressure. I bit down lightly with my teeth, and I felt her squirm beneath my moist chin, beneath my hands. Wait, I could do more than that! This girl was invulnerable.

I bit down as hard as I could, caressing her folds below simultaneously with my tongue. She screamed. I came again myself, giving a whimpering moan that sounded a bit like a hysterical giggle. I tried to control my breathing. I held it together this time, though. I knew I had a mission to accomplish.

Feeling the clench and release of my inner muscles, I returned to my tongue lashing, despite the orgamsic fireworks clouding my vision, and Fiona moaned, low and long. I scrape my teeth against her clit, and she gave a yelp, then mewled. I heard her whisper to me between pants.

“Yes! (pant) More! (pant) More!”

 I bit down hard again, pushing my fingers into her as I did it.

“Fuck! Fuck! FUUUUUUCK!” she cried and her knees buckled, sending her crashing to the floor. She bucked on the ground, indestructible body cracking the tile floor with every strike of her lush hips. 

I crawled over her and kissed her stomach to punctuate every quivering aftershock. When they finally died down, and crawled to her mouth and gave her a long, languid kiss. I felt the welcome, rising pleasure of another orgasm building, knowing I had pleased her.

She put her immovable arm around me, squeezing me to her, crushing the breath from my lungs.

“Nice work, little Lilly…”

I came from the compliment. I blacked out for an instant in la petit mort, but I reawakened with a gasp in her arms.

“Yes, Mistress,” I said and snuggled into her.

4 thoughts on “In a Class of Her Own – Part 1

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