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This work is copyrighted to the author © 2007.  Please
don't remove the author information or make any changes
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Breeders
By Malcolm Pierce (address withheld)

***

Mrs. Smith isn't what she appears to be. (Fm, ped, 
breasts, sci-fi)

***

Bobby swallowed hard as he stood outside the principles 
office. He swore he was going to kill Steven if he got 
out of this one. It had been Steve's idea to peep in on 
the girls shower, and it had been a pretty good idea 
until Ms. Saunders the Gym teacher had caught them. 
Correction, him. While he got his chops busted, Steve 
had taken off. Saunders gave him the riot act then told 
him to see the principle. When she had said that his 
heart made a one way trip to his feet. 

The new principle of St. Alexander's High School was 
supposed to be a real ball breaker. She had sent Ox 
Fulson, the 6'8" star quarterback out her office crying 
once. No one knows what she did but the bottom line was 
that no matter what, you did NOT want to get sent to 
her office. And yet here he was, at the door of death 
with no protection in site. 

Bobby raised his hand to knock on the door and 
hesitated. If Ox couldn't handle her, how would he? She 
would chew him up and spit him out without even 
sweating. Forget this, he thought and was about to turn 
and leave when a voice from inside the office said: 
"Come in." Bobby paused a moment then turned the knob. 
How did she do that?

The principle's office was small and somewhat crammed. 
A desk sat across from the large double doors and 
bookshelves lined dominated the other walls. Bobby 
slipped inside, his head hung low. Better take the 
penitent sinner approach while he had the chance and 
pray she was feeling merciful. The principle looked up 
from her paperwork and smiled.

"Ah, Mr. Calloway, do sit down." Principle Smith 
purred, smiling like a cat about to pounce on a mouse. 
Bobby seated himself, continuing to look at the ground. 
Smith steepled her fingers and glared at him. "I got a 
call from Ms Saunders. She says she caught you peeping 
in on the girls locker room. Is that correct?

"Yes ma'am," he mumbled. Smith shook her head and 
sighed.

"Really, Mr. Calloway. Surely you know better than 
that."

"Yes ma'am."

"I mean, trying to catch girls showering? You're a 
senior, not a freshman. I'd expect a slightly more 
mature behavior out of you." 

At the mention of the girls, Bobby felt an erection 
flair up. While he didn't like getting chewed out, in a 
way it had been worth it to see Sherry Winslow without 
a top. God did she have big tits. 

"Mr. Calloway?" Smith said. Bobby jerked his head up, 
suddenly realizing she wanted a response.

"Um, yes ma'am." 

Smith stood and walked around in front of him. Bobby 
felt his erection stiffen a little more as she did. She 
was tall and lithe, with long red hair, firm, shapely 
legs and a fine hourglass figure. The white blouse she 
wore did little mask the perkiness of her D-cup breasts 
and her short black skirt came only to the middle of 
her thigh, giving an excellent view of her legs. Bobby 
squirmed a little in his seat as she approached trying 
to hide his excitement. Smith crossed her arms under 
her breasts and glowered at him.

"Mr. Calloway," she said harshly. "You are a mature 
young man and I am shocked and deeply disappointed you 
would do such a childish thing." Bobby tried to keep 
eye contact with her, but he kept drifting down to her 
breasts. They were beautiful; all full and perky, he 
found himself longing to touch them. The principle put 
her hands on her desk and continued: "You're fortunate 
those girls didn't find you themselves or you might 
have really been sorry." 

"Yes ma'am, I know." Bobby stammered and folded his 
hands over the bulge in his pants. He couldn't take his 
eyes of her chest. He was surprised to see that every 
time she took a breath the button spaces of her blouse 
opened a little, giving a brief glimps of the soft 
mountains of glory that lay beyond. He was even more 
surprised to see she wasn't wearing a bra. So entranced 
was he that he jumped when she thrust her face into his 
and locked eyes with him.

"Mr. Calloway! Have you been listening to a word I've 
been saying?" 

Bobby tried to respond but failed as by leaning forward 
she had given him an unobstructed view of her massive 
tits. He swallowed hard and tried again. 

"I... uh... Yes ma'am," he stammered. "I'm very sorry 
and I promise to never do it again." Much to his 
disappointment, Ms. Smith stood up and sighed. 

"I'm afraid sorry is not good enough, Mr. Calloway," 
she said, glaring down with a death stare. 

Bobby erection shrank, he was in for it now.

"Something must be done."

"Yes ma'am..." he mumbled, returning his gaze to the 
floor. She arced an eyebrow at him.

"A suitable form of punishment is in order, wouldn't 
you agree?" 

Bobby looked up at her with his best puppy-dog eyes.

"I am at your mercy, ma'am," he said, hoping to make 
her laugh a little. 

She didn't though. Instead she did the one thing he 
never would have expected. She took a step forward and 
sat down on his lap. Her long, slender arms wrapped 
about him and she kissed him passionately. Despite his 
shock and confusing, his erection came back in full 
force. They kissed for a full twenty seconds before she 
broke off and smiled at him. 

"Glad to hear it," she purred. "I think I have the 
perfect punishment for a dirty little boy like you." 
She kissed him again and moved her hand down between 
his legs. Bobby struggled a little and broke the kiss.

"Ms. Smith," he panted as she rubbed his crotch. "You 
shouldn't... I mean... you're a..." He could get the 
words to come out right. It felt wonderful, but she was 
the principal. Albeit a hot principal, but you just 
didn't go around boffing the headmaster of your school. 
He tried to struggle away but she held him down and put 
a finger to his lips.

"Shhhh.... Don't worry about it. Right now all I am 
this a hot woman looking for some satisfaction. That's 
all the matters" She kissed him again, this time 
longer. Then she pulled back a little and ran her hands 
over the swelling of her breasts. Bobby's eyes nearly 
popped out of his skull. They were bigger! This was not 
simply her taking a deep breath but they had grown, 
going from a full D to about an E-cup. Before her 
blouse had covered them completely, now they strained 
against the thin fabric, pulling the spaces between the 
buttons apart and threatening to burst out at any 
second. Ms. Smith traced circles around her nipples and 
smiled.

"Here," she whispered. "I know you wanted to see 
these." She slowly unbuttoned the blouse, Bobby held 
his breath in anticipation. One by one the buttons were 
undone and she opened the blouse. 

Bobby nearly had a heart attack. They were huge, full 
and perky, every man's dream. She took his hands in 
hers and put them on her breasts. Almost instantly she 
moaned with pleasure. Any inhibition Bobby had were 
lost and he caressed her massive breasts. It was 
amazing, even as he touched them now he could feel them 
swelling under his hands. Unable to resist he pulled 
her close and buried his face in the valley of her 
cleavage. She smelt so wonderful and felt so soft. His 
mind was no longer his own as kissed and sucked on her 
mountain sized tits. 

Ms. Smith moaned and sighed as she pulled him closer 
and squeezed her tits around his face. Her hands 
slipped down to the boy's crotch. She could feel the 
pulsing beast trying to escape. She unzipped his zipper 
and freed the monster, and a monster it was: seven 
inches long and very thick. She licked her lips in 
anticipation. She shifted her position to hike up her 
skirt and gripped his shaft in her hand. Bobby mumbled 
something from between her breasts, but she ignored 
him. She spread her lips and sat down.

It was magnificent, fantastic. Ms. Smith let out a long 
moan as inch after inch slid inside her. It filled her 
up, spreading her insides so much that it was a full 
minute before she stopped gasping. Slowly she began 
rocking back and forth, reveling in every wave of 
pleasure that came from the hot cock inside her. Bobby 
began breathing hard, his hands still caressing the 
full glory of her breasts, which by now were the size 
of large melons. She gasped and moaned he began pumping 
on his own. He thrust deeper and deeper insider, 
bringing her closer and closer to her peak. 

"Oooooohhh Bobby," she moaned, pulling him closer to 
her. Her first orgasm hit with silent rush, the second, 
on the other hand, brought a shriek from her throat. 
She tightened her internal muscles around his member as 
she felt him nearing his. 

"Come on, Bobby," she panted. "Come on. I know you can" 
He was breathing hard, his cock pulsed. She squeezed 
him tight and readied herself. "Give... it... to... 
MEEEE!!" 

With one long, final thrust Booby exploded inside of 
her. She cried out in pleasure as she felt his warmth 
fill her, expand her. She kept riding him, her body 
sucking up every last drop of his seed. There was so 
much, obviously this kid didn't get it often. For a 
moment she was afraid she wouldn't be able to hold it 
all, but then he started to relax and finally stopped. 
Bobby let out a long grunt and sat panting. Ms. Smith's 
breathing slowed and she smiled at him. He looked at 
her dumfounded.

"That was..." he began, still breathing hard. 

"Incredible," she finished for him and kissed his sweat 
beaded forehead. "But you can't tell anyone, Mr. 
Calloway."

"Oh, believe me, ma'am. I wont. Trust me, I..." 

She cut him off by putting her index finger to his 
forehead. The soft blue light emanated from it washed 
through Bobby's mind. His eyes went blank and his head 
drooped to one side. Ms. Smith smiled as she stood up.

"Don't worry, my darling," she whispered. "I trust 
you." She zipped up his pants and adjusted her skirt. 
She waited a minute while her breasts shrank back to 
their regular size then buttoned up her blouse. When 
she had returned everything to normal she leaned in 
front of Bobby and snapped her fingers. The boy woke 
with a start. 

***

"I said have you been listening to anything I've said?" 
she growled. 

Bobby looked around, confused then looked at her. 
"Um... Yes... ma'am. I'm very sorry for what I did." he 
stammered. Ms. Smith turned away from him and crossed 
her arms.

"I'm afraid sorry isn't going to be enough, Mr. 
Calloway. You have detention from now until Friday. 
Understood?" 

The boy hung his head.

"Yes ma'am..." he mumbled.

"Good, now get out of my office." Bobby stood and 
scurried for the door.

"Yes ma'am. I promise this won't happen again." 

She shot him a death look.

"See that it doesn't," she said with menace in her 
voice. Bobby exited in hurry, leaving Ms. Smith alone 
in her office. When she was sure he was gone she 
stretched and slid her hands down to her belly. A small 
sigh escaped her; he had been fantastic. Not the best, 
but certain better then the last two. She hoped he 
would get in trouble again so she could get him back to 
her office. Maybe she could even get him to come to her 
home. Now that was idea. The things she could do there 
would be...

She stopped in mid thought and glanced down. She had 
felt it, hadn't she? She waited a moment longer and 
sure enough she felt it again. A movement, like a tiny 
flutter, rippled in her belly. She smiled. The boy WAS 
good. Rarely did fertilization occur this quickly. She 
grabbed her coat and hit the comlink on her desk.

"Mrs. Harris," she beeped to her secretary. "Please 
cancel all of my appointments today, I think I'm coming 
down with something." With that, she went for the door.

***

As Ms. Smith drove along the highway heading home, she 
marveled at how pretty the changing colors of the 
leaves were and how clean and crisp the air smelt. It 
was nothing like her home world, Dyrata. There black 
clouds had blocked the sun and you couldn't drink the 
water. There had been virtually no animal life left 
anywhere and the lack of ozone made going outside 
hazardous. Social upheavals happened on a daily basis 
and those that were in power hoarded what little they 
could. 

It all had finally come to a head when, during war for 
scarce resources, a nuclear exchange decimated the 
world and wiped out its population. The few who had 
been lucky enough to escape were scattered across the 
galaxy. Some died out in the loneliness of space, but 
others had landed on other worlds and began colonizing. 
Smith had landed on this world five years ago and was 
shocked by what she found. The inhabitants, while 
advanced, where emotionally immature and petty. They 
fought over such silly things as skin color and sex. 

They argued over government systems and killed each 
other for no reason. It had disgusted her so much that 
finally she decided that they needed to be destroyed. 
But how? She was only one. Even with her advanced 
technology and powers she alone could not purge this 
world. Then it hit her: instead of destroying them, why 
not replace them? She could do that. 

By breeding with them she could populate this world 
with her own kind and eventually overthrow the humans. 
Yes it was a perfect plan. The question was where to 
start. Once again, the answer was simple: the schools. 
There was enough pent up reproductive material to breed 
a thousands worlds. Finding suitable mates there would 
be easy. So, she falsified her references and 
credentials and had herself set up in a sea of young 
males, ripe for the picking. It was all so easy.

As she turned on the overpass to her house she was 
suddenly struck by a wave a pain and pleasure. She felt 
a movement deep within her, trying to get out. Casting 
a glance down she saw that her usually flat stomach was 
bulging out slightly against her skirt. My, this one is 
in hurry she thought and drove faster. Another wave hit 
and this time she nearly cried out. She put her hand on 
her belly and tried to blink past the sensation. She 
could feel the life within pulse beneath her fingers, 
testing the limits of her inner flesh. 

Another wave and this time she nearly lost control of 
the car. Her belly had expanded again, pulling her 
skirt tight. With the erotic sensations now in full 
force her breasts also began to expand, stretching the 
blouse. If she didn't hurry she'd be bursting out of 
her clothes in a moment. 

She tightened her internal muscles, not giving the 
fetus any more room to grow and left rubber as she 
turned onto the street where she had set up her base. 
It was nice suburb, quiet and open. Her house was a 
white one level home. But the outside was just a cover. 
Inside was her headquarters, her home and the only 
place she could give birth.

She pulled into the driveway and got out of the car, 
not bothering to lock it up. The door to the house was 
only a quick walk away, but each step got harder and 
harder. The life in her womb beat against its confines, 
sending waves of pain and pleasure through her. Somehow 
she got through the door and to the basement. 

"Nanny!" she moaned as she clicked on the lights and 
she descended the stairs. A section of the wall folded 
open in a shimmering movement of green/blue tentacles. 
Smith hurried into the opening and the small room 
within. 

"Goodness!" a voice said. "You should have called ahead 
and told me. 

I could have been a little more prepared."

"There was no time," Smith panted as she lay down on 
the table. "It started almost immediately after I 
mated." Green tentacles coiled up from the table, 
winding there way under her skirt and probed her 
vagina. 

"Alright," Nanny said. "Let it go, dear." That was all 
Smith wanted to hear. She closed her eyes, took a deep 
breath and relaxed.

The first wave came instantly, sending pleasure ripping 
through her body. The fetus, now free, doubled in size 
in under a second. Ms. Smith glanced down and smiled. 
Her belly began to swell like a balloon as the baby 
grew. Months of growth happened in seconds. Her stomach 
puffed up and up, pulling her skirt tight, then 
splitting it. She gently slid her hands over her new 
paunch, reveling in the soft, warm flesh that swelled 
beneath her fingers. Soon she was bigger than nine 
months, bigger than any woman had ever been. 

Her breathing doubled, then tripled and the life with 
her grew, stretching her stomach tight. She loved this 
part. If she could have her way she would never stop 
growing. She would love to just get bigger, and bigger, 
never stopping, always feeling so full and tight. But 
finally, when she was so big that it looked as though 
she had swallowed a beach ball, the growth did stop. 
Ms. Smith let out a long sigh of contentment as she 
gently caressed her huge stomach. A tentacle with and 
eye at the end dropped out of the ceiling and looked 
her over.

"My goodness!" Nanny said. "I don't think you've ever 
been this big before." What young stud did you fuck 
this time?"

"Hmmm?" Ms Smith sighed, a dreamy expression on her 
face. "Oh, no one special. At least I didn't think so." 
She smiled. "What is it?"

"A male, a strong one at that. I estimate he will be at 
least two meters tall and have a IQ of 135."

"Fantastic," Ms. Smith craned her neck to see the 
mountain of flesh that was her stomach. A male, 
perfect. She patted her belly and laid back. The 
eyeball moved closer.

"Um, dear, you do have to let him out at some point you 
know." Smith scowled at Nanny.

"Killjoy," she mumbled and stretched. "If I must." She 
tightened the her lower muscles and squeezed. The baby, 
sensing the change, began to move, beating the inner 
wall of her body in protest. But Smith ignored him. The 
muscles of her stomach tightened and constricted. There 
was a brief flash of pain, then a whooshing, followed 
by a high pitched crying. Smith's stomach shrank down 
to its former size as baby, fluid and after birth were 
expelled in one squeeze. When she sat up the tentacles 
held up a crying male human baby. Smith smiled.

"He is a strong one. What should we name him?" The 
eyeball blinked.

"How about Morgan?"

"Perfect choice." She kissed Morgan on the head and let 
the tentacles take him away to the nursery. Then she 
stood and covered herself with a robe.

"How many does this make?" she asked. Nanny blinked.

"Seven, not counting miscarriages." Smith scowled.

"This is going far to slowly. At the rate I mate we 
should have a hundred by now. We have to find a way 
make more." 

"Well," said Nanny. "Raphael is fully grown now. If we 
could find some more females he could impregnate 
several at once." Smith's eyes brightened.

"Nanny, that is a great idea! And know just the females 
to use."

END

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This story was written as an adult fantasy. The author
does not condone the described behavior in real life.

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