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 are 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 a little. 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 fast, 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 rapped about him and she kissed him passionately. Despite his shock and confusing, his erection came back in full force. They kiss 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 al little and broke the kiss.

"Ms. Smith," he panted as she rubbed his crotch. "You shouldn't...I mean...your a..." He could get the words to come out right. It felt wonderful, but she was the principle. All be it a hot principle, 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 his 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. The 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 mammeries. It w as 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 mammeries. 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 organism 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 button 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 wont 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 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 horded what little they could. It all had finally come to 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 inhabitance, with 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 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 over through 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 her self 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 felt 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 double, 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."

The End