Heroes/Sky High/Zoom: Making New Friends
(ff, ffg, anal, f-best, fist, asphyx, g-plant, ws, pedo)
by Big Red Dope (bigreddope@hotmail.com)

As their sophomore year at Sky High began Layla and Magenta
walked across school grounds towards the main building.

"Where are the guys at?" Magenta asked as she and Layla said hi
to various classmates.

"Zach's mom said he was sick when I called this morning and Will
I think is still with his parents fighting Zarch's robot army in
Hawaii."

"Didn't Zarch's army attack like two weeks ago?"

"Yeah."

"And they're still not finished fighting the robots?"

"No. Apparently the robots are self-aware and have been repairing
themselves among other things. It's not just the Stronghold's in
Hawaii either. From what Will said there are multiple superheroes
and various groups there. The last time I talked to him was three
days ago and he said that if the situation in Hawaii wasn't taken
care of by the end of this week he'd come back to school next
Monday."

"Speaking of Will," Magenta said stopping in front of the school
and pulling Layla around the corner. "Does he know about us yet?"

"Not yet."

"Layla you've got to say something to him. If it only happened
one time then maybe I could see not saying anything to him, but
we got together four times this summer while he was out of town."

"Don't say anything to him Magenta or anyone else."

"But it's not fair to Will."

"The only thing I'm hiding from him is that I might be gay."

"Layla..."

"Okay, I am gay; bi-sexual anyway, but that's not the point.
Everything changed after what happened at the dance last year.
Will and I are still really close friends and talk to each other
about everything when we do talk, but he's really taken to
becoming a super hero and following in his dad's footsteps. You
know that's not me and the only reason I'm coming to school here
is because my parents insisted on it. Will and I are still close,
but we became two completely different people after what happened
at the dance. I barely saw him over the summer. I do have some
feelings for him, but not like I used to. I think he feels the
same about me."

"You think he does?"

"I'm pretty sure he does. Anyway don't worry about it. I'll talk
to him when I get a chance. Just don't say anything about us to
anybody though, because my parents will completely freak out. It
took them a long time to get used to me having my powers."

"I don't think my parents would understand either. They think
I've been going through a rebellious phase for the last five
years."

"We better get going. We've got five minutes until school
starts," Layla said glancing at her watch.

"Damn, you're right," Magenta said noticing the time on her own
watch.

Layla and Magenta hurried back around the corner and started up
the steps to the school. As they did a commotion started to rise
from the students outside and several in front of the two girls
began to point towards the parking lot.

"What's going on?" Layla asked as she turned around.

"It's them," Magenta replied as a flying saucer hovered in place
while several people exited through the transport below it.

"Who?"

"Team Zenith."

***

"What are we doing here?" Tucker complained as he, Dylan, Summer,
and Cindy materialized on the ground beneath the flying saucer
they traveled to Sky High in. "I'm not old enough to be in high
school."

"Don't worry about it," Dylan said. "It won't be that bad."

"That's easy for you to say," Summer replied. "You're only going
to be here for a year." She glanced around the courtyard at the
other students many of whom were looking at them even after their
ship left. "This looks like a really bad Disney movie."

"I want to go back to my old school," Cindy chimed in.

"Look guys it won't be that bad I promise. Jack thinks having us
around other kids with powers will make our adolescent years a
bit easier or something. It's not like we had friends at our old
schools anyway."

"Do you really believe that?" Summer asked smirking at Dylan.

"It's a bit afterschool special, but I think the good intentions
are there. Besides Area 52 was closed and most everyone that
worked on Team Zenith is coming to work here."

"I know... But I still don't like this," Summer pouted.

"Me neither. I don't want to go to class with a bunch of high
school kids," Tucker complained.

"Me neither," Cindy whined.

"Tucker, you and Cindy are only going to go to the hero classes.
All the regular subjects you're going to have private tutors for.
And think about this. The reason why were all here is that we've
actually been in a fight with a bad guy," Dylan said.

"Wasn't there an incident here last year at a dance where
everyone got turned into babies?" Tucker asked.

"I heard something like that, but I don't know."
"It doesn't matter though," Summer said suddenly smiling. "We're
Team Zenith. There isn't anyone here better than us."

"You know it!" Tucker added smiling as well. "Cindy could
probably kick any one of there butt's in a fight!"

"Yeah!" Cindy chimed in now also smiling.

"Alright guys calm down. This is just high school. There are
things much worse than this," Dylan said as the four of them
started walking towards the school.

"Why didn't Connor come with us?" Cindy asked as a stray soccer
ball rolled towards. She picked it up and threw it at a student
asking for it knocking him hard on his ass.

"That I don't even know. Something personal and dealing with
family I think," Dylan replied. "Nice throw Cindy."

***

As Layla and Magenta walked into their second year Hero Support
class they were pleasantly surprised to see a recognizable face.

"Mr. Boy you're teaching us again?" Magenta asked.

"After what happened last year at the dance the school board
asked me to continue teaching your class. They think you might be
the best Hero Support class ever at Sky High."

"Cool," Magenta replied.

"But why are you here Layla?"

"What do you mean?"

"You're supposed to be in Hero class."

"No I'm not. I'm a sidekick like every else here."

"Oh boy. You didn't get anything in the mail from school?"

"No, why? Are they moving me to Hero class? I belong here. I'm a
sidekick."

"You should probably go speak with Mrs. Powers. After what you
did last year at the dance the school decided that you belong in
Hero class despite the fact that you refuse to use your powers
except in the most dire of situations."

"But I'm a sidekick..."

"Don't worry about it Layla. I'll talk to you at lunch. I'm sure
Principal Powers will get everything straightened out," Magenta
assured her friend.

As Layla left the room Magenta knew that wasn't the case. She
would still have Zach and Ethan in class, but her best friend was
gone. It was going to be a long year.

***

"Try to get to your bus stop on time," the Sky High schoolbus
driver said as he opened the door to let Claire Bennet out.

"Sorry about that. We're still in the middle of unpacking our
things and our power went out last night."

"I've been told about your recent problems and your family's new
the area so I'm going to let it slide this once, but I'm no Ron
Wilson."

"Oh, okay," the blonde said as she stepped from the bus. As she
turned around to ask who Ron Wilson was the bus took off.

Eden had managed to get Sylar to kill himself with a gun and the
Haitian man who worked for her father and could alter people's
memories when needed was still around. So Claire couldn't
understand why her father suddenly insisted on her going to
school at Sky High after trying to keep her powers hidden for so
long and when she wasn't in danger anymore.

At least that's what she said when she argued with her father
about moving to California so she could go to school at Sky High.
In truth after surviving her encounter with Sylar Claire felt
more than able to take care of herself and thought her father to
be even more over-protective than he had been before. The real
reason she was so against moving was Stacy. Stacy was also a
member of the Union Wells cheerleading squad and had become a
close friend of Claire. Publicly they kept a peaceful demeanor
towards each other since Stacy played the role of bitch and
Claire didn't want to, but in private whenever their urges,
sexual or otherwise, began to grow they found time to satisfy
them.

Claire took a look around the empty courtyard and at the school
then sighed before heading towards the building.

***

"Sorry I'm-" Layla began as she walked into hero class.

"It's the first day of school and you're already late. You have
ten minutes to finish this quiz," Coach Boomer said holding out a
piece of paper without looking up from the book he was reading.

"You teach this class?" Layla asked somewhat chagrined.

"I am this year until they can find a permanent replacement."
Coach Boomer's hand lowered when he saw Layla. "What are you
doing here? Don't you belong in sidekick class?"

"It's hero support and I helped save your butt last year."

"That was very generous of you, but you almost got yourself
killed by waiting until the last second to use your powers."

"I don't want to be here anymore than you want me to be, but Mr.
Boy said the school wants me in here regardless of when I use my
powers."

"I'll check on this after class, but for now just finish this
quiz."

"We have a quiz on the first day of school?" Layla said taking
the paper from Coach Boomer.

"Yes, now do it. What's going on at this school?" Coach Boomer
muttered returning to his book. "First kids and now everyone's
favorite hippie child."

Layla found a seat in the back of the class next some students
she had never seen before. As she sat down Layla did a double
take at the desk next to hears. A blond girl younger than herself
sat in it and behind her was a red head she had never seen
before. Layla assumed they were part of Team Zenith and began the
quiz.

***

"Sorry I'm late," Claire side as she entered Hero Support class.
"The power went out last night at my house and everyone
overslept."

"That's okay," the teacher said, "We don't do much the first day
of school anyway. You must be Claire Bennet."

"Yeah."

"You can call me Mr. Boy and soon enough you'll know who everyone
is. I know it's a bit elementary schoolish, but why you tell
everyone a bit about yourself and what your power is."

As Claire began telling a condensed and edited story of herself
Magenta suddenly found herself in near love.

"God she is hot," Magenta thought staring at Claire not even
hearing what she said. The breasts underneath Claire's shirt and
the curves of her body was making Magenta pray the new girl was
at least bisexual.

"Thank you Claire. Spontaneous Regeneration is a fascinating
power, though it doesn't seem too helpful without a secondary
power in a fight. Welcome to Hero Support class. There's an empty
desk next to Magenta. If you have any questions or need help with
anything you can ask her. She's more than willing to help out
right?"

"Of course!" Magenta nearly shouted with an obvious eagerness in
her voice.

"Huh... Well good then," Mr. Boy said in response to Magenta's
lack of reluctance.

"Hi," Claire said sitting down in the desk across from the purple
haired girl.

***

Layla grabbed a tray and waited as the lunch line in front of her
slowly shuffled along. As she set her tray down on the railing
and began moving she was met by a couple of her new classmates.

"So does Coach Boomer always give you a hard time?" Summer asked
sliding next to Layla followed by Cindy.

"Just when we're in the same room, but all my teachers find me a
little odd."

"I know how you feel. I was the odd one at my old school. I know
we didn't get a chance to talk in class, so I'm Summer. This is
Cindy."

"Hi."

"I'm Layla. I notice your friends seemed to have disappeared. If
you want you can eat with Magenta and me.

"Cool, thanks."

"Move it kid," an impatient student said nudging Cindy.

"Leave me alone," Cindy replied.

"Hurry up then," the student said nudging her harder.

"I said leave me alone!" Cindy said definitively before stomping
on his foot. The student hollered and hopped on one foot before
falling onto the floor.

"Wow," Layla said as she paid for her food.

"It's priceless seeing people's reactions when she does things
like that. That guy's foot is probably broken."

"It's only fractured. I didn't step on it that hard," Cindy
replied.

The trio left the lunch line and quickly found the table Layla
usually sat at with Magenta and Will. Magenta was already sitting
there with a girl Layla had never seen before.

"Hey, how's it going so far?" Layla asked sitting down at the
table. Summer sat down next to her and Cindy next to Summer.

"About as well as it did last year. This is Claire. She came into
class right after you left," Magenta replied.

"Hi," Claire smiled.

"I'm Layla. How do you like it so far?"

"It's okay I guess. I miss my old friends and everything, but
after what I went through last year everything here seems all
right. Magenta's been really helpful whenever I needed something
today."

Layla almost laughed when she looked at Magenta and saw that
certain look in her eyes. "Well I've also made some new friends
too. This is Summer and Cindy. They're in my Hero class."

"Lucky you. What powers made you two a hero?"

Summer handed Cindy her fork and as Cindy started to tie it into
a bow the peas on Summer's plate stood one on top of each other
before forming into a circle in mid-air then flying one by one
into the side of a nearby trashcan.

"Impressive," Magenta conceded, "but Claire's power is just as
cool as that."

"And what's that?" Layla asked.

Layla, Summer, and Cindy began gagging when Claire took the bent
forked and stabbed her left hand with it. Claire let the wound
bleed for a few seconds before taking out the fork and amazed
everyone when it healed near instantaneously.

"See I told you everything would be fine," Dylan said walking up
to the table. "Hey guys, Jack needs to see everyone for a bit."

"This is Dylan," Summer introduced him. "I'll talk to you later
Layla."

"Okay, see you later. Nice meeting you Dylan."

"You too."

"What do you know about cheerleading?" Claire asked as Team
Zenith walked away.

"Nothing really. Why?"

"I was a cheerleader at my old school and come to find out you no
longer have a squad here because everyone, well the girl who
could multiply herself, is in jail."

"You mean Penny?"

"Yeah, anyway Principal Powers said we could start a new one and
she'd find a coach, but we'd have to find enough girls to fill
the squad."

"Who's we?"

"Magenta and me."

"Magenta's going to be a cheerleader? She hates them."

"No I don't!"

"But you badmouthed Penny and the entire concept all year long
last year."

"That was because Penny was on the squad and now she's in jail so
I had a right to."

"Anyway what do need me for?" Layla asked looking at Magenta who
mouthed the words "shut up".

"At the very minimum we need six and we we're kind of hoping
you'd join and make the number three."

"Not a chance. I'm not cheerleading material."

"The way Claire explained it for our purposes here you just need
some athletic ability and you'll be fine. Please?" Magenta asked.

Layla momentarily squirmed with she felt a sock-covered foot
start to rub between her thighs. She looked at Magenta who had a
pleading look in her eyes and smirked.

"Alright fine, I'm in."

"Great! We're going to have so much fun!" Magenta gleed.

"Thanks a lot Layla. As soon as things start to come together
we'll have a meeting and go over everything. I've got to run by
the office before next period begins so I'll see you two later.
And before I forget would you mind coming over my house later
today Magenta? Since you're the one who thought of this whole
thing and know the school better than I do, maybe you could help
me with some things."

"Sure. That'd be cool."

"Ok, just be sure to remind me to give you directions later
today." Layla smiled, almost laughing, as Claire walked away.

"What?" Magenta asked.

"You're going to be a cheerleader?"

"Yeah, so?"

"Oh nothing. It's just people will do crazy things for love."

"What are you talking about?"

"You and Claire. It's so obvious you've got the hots for her."

"I do not!"

"Then why did you tell me to shut up?"

"Because I didn't want her to think there was an ulterior motive
for me being a cheerleader."

"It's okay Magenta. If you want to try and hook up with her then
go ahead. It's not like we're in a serious relationship, but
don't be disappointed if she's not into girls."

"You're just jealous cause you're stuck with big red and small
wonder."

"Leave them alone, they're nice."

"Big Red huh? I won't take too much offense to that," Summer said
appearing behind Magenta with Cindy.

"Ouch. Sorry."

"Uh huh, sure. Anyway, Layla can you do me a big favor and I'll
completely understand if you can't."

"Maybe, what is it?"

"There's something Dylan and I have to take care of here at the
school after school's over and it might take awhile. Tucker's got
some new friend whose house he's going to and I was wondering if
you could watch Cindy for maybe two hours at the most."

"I don't need a babysitter!" Cindy protested.

"I know you don't, but Jack would feel better if you had one.

"Fine..."

"Well I don't know. It's just that usually my parents work really
late nights on Monday and Tuesday so it'd just be me and Cindy at
the house."

"I knew you probably couldn't do it. Thanks anyway."

"If you don't mind no adults being around then I wouldn't mind."

"It's not that Cindy can't take care of herself, it's just a
matter of being able to say she's with a babysitter."

"Oh... Okay then."

"Thanks a lot Layla. I owe you one."

"Wow, and you talk about me being in love," Magenta grinned as
Summer and Cindy disappeared.

"What are you talking about?"

"It's the first day of school and you're already babysitting the
rugrat for her?"

"The difference between me and you is that I'm a nice person.
You're just a horny teenage girl only out to fulfill her needs."

"That's not what you said over the summer."

"I was just bored and let you talk me into having sex with you."

"Right, since you initiated everything..."

***

Among the things that Claire and Magenta worked on at the Bennet
house was rounding out a list of possible cheerleaders, coming up
with some basic cheers to be expanded upon later, and Claire
telling her story of the previous year to an eager Magenta.

"So that's kind of why I'm here now."

"Damn... All that happened here last year was everyone got turned
into a baby at the dance."

"Yeah I heard about that. Believe me I would have rather been in
a diaper for several hours than be chased by a psychopath trying
to kill you."

"I'm certainly not any good at art, and if you're not maybe you
know someone who is, but I think we could probably design the new
cheerleader uniform if we wanted. Penny only had the one and I'm
not sure what happened to it after she was arrested."

"That would be cool if we could design it."

"What does your old one look like? We could just alter that
design or take some ideas from it."

"Actually it's pretty plain and boring looking, but maybe you'll
like it or think of something. I'll be right back. I think it's
in the big closet downstairs."

While Claire was gone Magenta looked around the room to get an
idea of what kind of person Claire was; what she was into. A few
minutes later Claire returned wearing her Union Wells cheerleader
uniform. Magenta was stunned at how gorgeous Claire looked and
the feelings she had when she first saw Claire were now tenfold.

"What do you think?" Claire asked spinning around for Magenta to
see.

"You're right, it is rather boring."

"Told you," Claire before starting to leave to change back into
her regular clothes.

"Please don't take this the wrong way and I'm not gay or
anything, but you are absolutely hot in that thing."

"That's too bad," Claire began saying out loud not even thinking
about it before it was too late. "I'll be right back."

"Hold on for a sec. What did you mean by that?"

"What did I mean by what?"

"I said I wasn't gay, but that you looked hot in that uniform.
Then you said that's too bad. What did you mean by that?"

"I didn't mean anything by it. Sometimes I just say strange
things."

"Can I ask you something?"

"What..." Claire muttered knowing what was coming next.

"What would you say if I do this?" Magenta asked before pulling
off her shirt and revealing a purple bra holding her budding
breasts in place.

"I would say what's with you and purple?"

"I like it," Magenta replied taking over her pants to reveal
purple panties.

"A little too much."

"You're stalling."

Indeed Claire was stalling and for good reason. The current
conversation wasn't exactly going like she thought it was going
to, but she didn't mind it too much. Magenta was just about as
complete the opposite of Stacy as someone could get, but Claire
didn't mind and thought the girl was hot as well as Magenta liked
to put it.

"Okay fine, come here," Claire said shutting and locking her
bedroom door.

"Is someone home?"

"Not yet. There a problem?"

"Not at all."

"Come here then."

With an eager smile forming on her face Magenta moved to Claire's
side and before the purple haired girl could say or do anything
Claire pressed her lips to hers. Magenta was momentarily startled
by Claire's sudden actions, but quickly took to liking the kiss.
She then took the initiative and began pushing her tongue into
her new friend's mouth. Excited by the possibility of having
already found a replacement for Stacy Claire began wrestling her
tongue with Magenta's and swapped spit. Almost a minute after the
kiss began their heads pulled apart.

"Is that what you meant by 'That's too bad'?"

"Shut up," Claire smiled kissing Magenta on the lips again. She
then pushed Magenta onto her bed before removing her top. Magenta
stared at Claire's large breasts as they sat inside a white bra.
She then began to feel her pussy start to tingle as the
cheerleader bent over to take off her skirt and in the process
flashed her massive cleavage. "Something wrong?" Claire asked
coyly.

"Nothing at all," Magenta smiled.

"Good. Let's get the rest of that clothing off."

Claire removed her bra and panties as Magenta did the same. She
then pushed the purple-haired girl onto her bed and climbed onto
it straddling her. Claire leaned forward taking Magenta's budding
teen breasts into her hands and began kneading them. As she began
twisting the nipples between her fingers Claire dipped her head
down and ran her tongue over the pointy protuberance on the right
breast. Magenta moaned as Claire continued to pinch her nipples
and lick the tips of them.

As the cheerleader began to lower her head between her legs
Magenta rolled Claire onto her back. She eagerly took hold of the
cheerleader's large tits and began squeezing them in her hands.
Magenta was becoming very excited with just fondling Claire's
breasts. Claire giggled at Magenta's eagerness, which reminded
her a bit of her first time with Stacy, and when Magenta
excitedly began sucking on her left nipple then switch to her
right while still groping her breasts Claire knew she had found
her replacement.

Like a newborn with it's mother Magenta eagerly jumped back and
forth from one nipple to the other eagerly wrapping her lips
completely around them and flicking her tongue across the tips.
When Magenta finally raised her head Claire's nipples were
completely drenched in saliva and it was slowly dribbling down
her breasts.

"Are you always this eager?" Claire grinned wiping the saliva up
with her fingers then licking them clean.

"Just with you," Magenta smiled.

"Just with me hmm... Are you and Layla a couple?"

"Me and Layla?"

"I saw the way she was talking to you at lunch today... And I did
see you mouth shut up to her. It wasn't too hard to figure out."

"Please don't say anything to anyone okay? Nobody knows except me
and Layla."

"Don't worry about it. If my dad found out what I'm up to he'd
freak. But enough talk, get your legs over here."

Claire and Magenta proceeded to get into a sixty-nine position.
Magenta took a minute to inhale the aroma of Claire's pussy and
even that seemed incredible to her. She eagerly took to sliding
her tongue up and down the cheerleader's slit wetting the lips.
The taste of Claire in her mouth was almost euphoric for Magenta.
The blonde's pussy juice tasted sweet on Magenta's tongue and she
couldn't dip her tongue inside Claire fast enough to eat up her
cream.

As Magenta continued to lick at her pussy Claire found her body
becoming very excited. Her hands were on Magenta's buttocks and
she had her pussy pulled down to her face. Claire was thrusting
her tongue in and out of Magenta's cunt and unbeknownst to Claire
she was getting massive pleasure from it, but she was too wrapped
up in the excitement coursing through her body to notice. Not
even a finger had penetrated her pussy and already Claire was
feeling an orgasm draw near.

"Just a second..." Claire panted.

"Something wrong?" Magenta asked getting off of her.

"No, I'm fine. I just want you to do something for me," the
cheerleader replied getting up from the bed and unplugging the
phone line from her phone. She then wrapped it around her neck
several times and handed the ends to Magenta. "When I tell you to
I want you to start pulling on both ends of the cord."

"You want me to choke with the phone line?"

"Yes, and don't stop until I pass out okay? I'll owe you big
time."

"All right."

"Good, but first I want you to eat my pussy again and start
fingering it."

"Not a problem," Magenta smiled getting between Claire's legs.

She eagerly began licking the outside of the cheerleader's
glistening cunt. Magenta smacked her lips as she took in Claire's
cum eagerly swallowing each drop she could get into her mouth.
She thought she hit the mother load when her tongue once again
squirmed inside the cheerleader's pussy. The built up wetness
inside drenched her tongue and it took several tongue-lashings to
empty out Claire's pussy and swallow her cum.

Claire squirmed and moaned on the bed as Magenta ate out her
pussy. Magenta wasn't particularly great at it yet, but something
about the girl just excited her. Claire cried out when her new
friend finely slid a finger inside her. As Magenta slid it back
and forth inside her, Claire's pussy began pumping the cum out
quickly lathering the lone finger. Magenta easily inserted a
second finger inside and began working them back and forth.
Claire's body was filled with an intensity she hadn't felt since
her first time with Stacy. Feeling the two fingers glide back and
forth inside spreading her folds apart was driving Claire closer
and closer to orgasm.

"Now..." Claire moaned.

Magenta did as Claire asked and began pulling on both ends of the
telephone cord wrapped around her friend's neck. As the cord
around her neck tightened Claire quickly slipped two fingers into
her pussy and began to furiously dig them inside. The
light-headedness caused by the lack of oxygen combined with the
mounting pressure within her body was driving Claire mad. She
continued to thrust her fingers deep into her pussy as her oxygen
intake continued to rapidly dwindle.

As Claire edged closer and closer to unconsciousness so did she
move closer to orgasm. She continued to thrust her fingers hard
and deep into her pussy as best she could as her body became
weaker. Then suddenly her mouth opened up as if to gasp, but
nothing came out. Her eyes closed and her mouth shut and she lay
motionless for several minutes.

Though she knew the story of Claire having died once before and
coming back to life Magenta was still concerned in the back of
her mind while Claire laid still. Several minutes later the
cheerleader began coughing and her eyes opened. She sat up in bed
and pulled her fingers from her pussy. As she did so the cum that
had been trapped inside flooded out onto her bed. Claire then
slipped her fingers into her mouth sucked the cum from them and
swallowed.

"How was it?" Magenta asked amazed at what Claire just did.

"Holy shit, that was awesome!" Claire almost laughed. "It's been
so long since I've done that!"

"Mmm... You are amazing," Magenta said before going down on her
friend to lick her cunt clean, "but now it's my turn. You owe me
one and now I want it."

"You were quick to collect on that favor. What is it you want?"
Claire asked removing the cord from her neck.

"I want you to finger me," Magenta said in a high pitched voiced
as she morphed into a guinea pig.

"You're kidding right?"

"No. You said you'd owe me one if I choked you with the telephone
line until you passed out and I did. Now it's your turn to return
the favor. I've never done this before, and I just want to see
what it's like."

"Don't take me the wrong way. It's not that I won't do it, it's
just that this is weird even for me. Aren't you a little small to
try this?"

"Not if you use your pinky. I'm a shapeshifter guinea pig, not a
regular one so I'm bigger in all areas than the average one."

"Okay Magenta you sweet thing," Claire teased her friend petting
her back several times before turning her over.

"Shut up Claire."

"Aaaaaw! You're so nice and fluffy. I think I want to keep you,"
Claire said continuing her teasing as she rubbed Magenta's belly.

"I said shut up. That's not funny."

"Oh all right," Claire smiled before sticking her pinky finger
into her mouth lubing it up with her saliva. "So where's the
opening on one of these things?"

"Right there," Magenta replied waving one paw and seemingly
pointing at nothing in particular.

"Here we go cutie pie," Claire said finding Magenta's furry
pussy. She flattened the fur surrounding the opening as best she
could to get it out of the way. She then licked her pinky one
more time to add one more coat of spit. "How's this?" Claire
asked as she poked the tip of her finger into Magenta's pussy.

"Shit that's big!" the purple-haired guinea pig moaned.

Claire pushed it in a little bit further until she couldn't
anymore and Magenta was groaning at the size of her finger. She
then slowly pulled it out for a moment. "You want to keep doing
this or stop?"

"I'm fine. It'll take just a bit getting used to."

Magenta let out a high pitched moan once again as Claire slipped
the tip of her pinky back inside. Magenta wasn't sure what she
was expecting, but this wasn't it. Even though she knew it was
just a pinky finger it felt huge inside her in her guinea pig
form. She literally bit her lip trying to suck up the initial
pain and awkwardness as Claire slowly began to work her pinky
back and forth inside her. Magenta wasn't sure how she was
supposed to felt as a guinea pig, but the excitement that slowly
started to build inside her tiny body felt like it always did.
Claire's pinky was still a very tight fit, but after several
minutes Magenta's pussy seemed to had accommodated it to some
degree as for the most part the pain from the size was gone.

"How are you doing my cute little pet?" Claire grinned as she
continued to work her small finger back and forth into the tiny
opening.

"Shut up..." Magenta replied in a high pitched tone. Her small
body was starting to burn up inside. Magenta could feel herself
quivering as Claire continued to push her finger in and out. She
could feel orgasm wasn't far off.

"Everyone's favorite horny mammal is fixing to come," Claire
teased as Magenta started to moan.

"Shut up and keep pushing it in," Magenta panted as her
excitement level continued to climb.

"How's this baby?" Claire asked as she continued to drill her
pinky finger into the tiny opening.

"Oh it's good..." Magenta moaned as she began biting her lip
again, but for a different reason than before.

Soon Magenta was unable to hold back and her tiny furry body
pulsed as a powerful orgasm course through. A high pitched moan
leapt from her mouth as she started coming covering Claire's
finger with drops of her shapeshifter guinea pig cum. When she
finally composed herself Magenta morphed back into her human
form.

"How was that?" Claire asked pressing her finger to Magenta's
lips.

"Holy shit, that was awesome!" Magenta panted after sucking
Claire's finger clean. "I can't wait until next time!"

"Speaking of that... What's your relationship with Layla?"

"Are you two like a couple or something even if it is a secret
from everyone else?"

"Don't worry about Layla. She's got this relationship with a guy
she's got to deal with. We hooked up a few times to fool around
over the summer, but beyond that it's nothing serious. Do you not
want me to come over anymore?"

"It's not that, I just didn't want to be screwing around with you
if you were involved with someone."

"What about us then? Are you wanting a relationship now?"

"I couldn't have asked for a better first day of school Magenta
and I'm really happy I met you, but if you want something serious
I think we should stop this now. I want you as a friend and we
can hook up at each other's house whenever we need to, but
nothing exclusive. We can have dates with other people, have sex
with them too if we wanted, but that's it. That's the way I've
always had my relationships."

"Not a problem," Magenta smiled as she and Claire kissed once
again.

"I think my brother should be home in fifteen or so minutes. We
better hit the shower," Claire said standing up.

"Right behind you."

***

"This assignment is dumb," Cindy complained as she and Layla did
homework in Layla's room. "Why do I have to do this?"

"Because it's your homework and it's only a personality quiz."

"But why didn't you have to do one?"

"Coach Boomer doesn't want you or Tucker or me for that matter in
his class, but there's not much he can do about me. If he can
show you and Tucker are too young and don't belong in his class
then he'll do what he can to get you two kicked out."

"Well I hate him."

"I'm not his biggest fan either, but what can you do? Hey, I'm
going to the kitchen to get something to drink. Want something?"

"Nah, that's okay I'm fine."

"All right. Be right back."

Layla rummaged through the refrigerator until she found the last
bottled water and took it out. As she started to head back
upstairs to her room the phone rang.

"Hello?" She answered.

"Hey Layla, how are things going?" Summer asked on the other end.

"Okay I guess. We're just finishing some homework. Listen, I'm
not complaining or anything, but why didn't Cindy stay with the
rest of you after school?"

"Sorry I didn't explain earlier. I just didn't want to say
anything in front of her. Next Wednesday is her birthday and
we're trying to get a surprise party with her friends from her
old school put together."

"Oh okay. Sorry for asking."

"No problem. We're almost done here anyway. It'll be an hour at
the latest before I leave here. There are a few other things I
need to work on besides Cindy's birthday."

"That's fine. Just give me a call if you're going to be late."

"Sure thing. Thanks again Layla."

"You're welcome. See you in a bit."

Layla hung up the phone and returned to her room. As she went in
she dropped her water on the floor in sudden embarrassment. Cindy
had found her diary and was reading it. Among the things written
in were Layla's thoughts and feelings and experiences with
Magenta.

"What are you doing Cindy??" Layla shouted lunging at her and
snatching the diary away from her.

"What's wrong?"

"You shouldn't be reading my diary!"

"What are you screaming for? Don't be a jerk!"

"Look Cindy, I don't mean to be mean or sound angry, but these
are my private thoughts and there are some things in here that
you're too young to read."

"You mean like sticking your tongue in your friend's pussy?"

"Yeah, something like that..." Layla replied surprised by the
language coming out of Cindy's mouth.

"Why do you talk down to me like everyone else? I know more than
you think I do."

"I'm starting to see that."

"I'll make you a promise if you'll show me something."

"What kind of promise is that?" Layla asked amused.

"I won't tell anyone, not even Summer, about you and Magenta if
you show me the vines like you wrote about in your diary."

"I can control plants and make them do whatever I want. I already
told you that earlier today."

"I mean show me how you used the vines on Magenta."

"No way!"

"Why not?"

"Because I only do those things for Magenta."

"Please show me. Summer showed me how to be a big girl once and I
really liked it, but we haven't done it since."

"You and Summer fooled around before?"

"Yes. She showed me how to be a big girl."

"I know I know. I heard you."

"So can me and you be big girls?"

"I'm sorry Cindy. It just wouldn't be right," Layla apologized
trying to sound as convincing as possible to get her to drop the
whole thing.

"That's okay. You don't have to worry. I won't tell anyone about
your diary."

"Thank you so---" Layla began before being interrupted by Cindy
who suddenly hugged her around the waist and threw her onto the
bed. Cindy threw Layla so hard that she bounced several inches
off the bed.
When Layla finally came to a stop after bouncing several more
times Cindy quickly jumped on the bed and pinned Layla's arms
down with her knees. "Cindy stop it! What are you doing?"

Cindy then took a firm hold of Layla's head to keep it still and
pressed her lips to the other girl's mouth. Layla desperately
fought to get away from Cindy, but her strength was too much. The
kiss continued for almost a minute before Cindy sat up.

"Cindy what are you doing?" Layla asked breathless from her
fruitless struggle to free herself.

"Will you please show me the vines?"

"No," Layla replied still a bit out of breath.

"Okay..." Cindy simply replied sliding down Layla's body. As she
did that the teen attempted to sit up, but she was forcefully
pushed back down. Cindy then ripped open the front of Layla's top
followed by the bra. Cindy's eyes were in full gaze on the teen
breasts in front of her.

"Stop it..." Layla whimpered as she felt Cindy's tiny hands grab
hold of her tits and began to squeeze them. "No..." She gasped
when the small girl's tongue flicked across her left nipple. It
was the simplest of touches and her breasts weren't overly
sensitive, yet Layla found herself start to get excited perhaps
by Cindy's over-powering strength and dominance of her. "Okay,
you win..."

"Oh thank you thank you thank you, Layla!" Cindy said cheerfully.
 As Cindy climbed off of her Layla reached underneath her skirt
and between her legs. She blushed when she felt the faintest bit
of wetness on the outside. "Are you okay? You're face is red."

"I'm fine Cindy. Umm... The first thing I need you to do is take
off your clothes and sit on the bed," Layla said standing up.
Cindy then began to quickly undress and throw her clothes to the
floor. "Before we do this if you ever get uncomfortable or want
to stop then say so and I will," Layla added as the girl's
panties landed on the floor leaving her completely nude.

"Don't worry about me. I didn't have any problems with Summer and
I won't with you," Cindy smiled as she climbed onto the bed.

"That's reassuring," Layla muttered as Cindy sat and smiled at
her. "There's no getting out of this now," she thought as she
looked the small girl up and down. Cindy's strength was
overpowering and she knew the contents of her diary. "Let's get
this over," Layla said to herself. "Now lay back on the bed," she
said sitting down next to Cindy.

"Aren't you going to take your clothes off?" Cindy asked as she
laid back.

"I don't need to to show you the vines."

"But you said we were going to be big girls together. After you
show me the vines I'll show you what I did to Summer that made
her scream real loud." At that moment Cindy had a content anxious
look in her face, but Layla knew that could change quickly and
gave in. "You're very pretty Layla," Cindy complimented her as
she undressed. "You have nice breasts too. They're not as big as
Summer's, but they're bigger than mine. Well I don't have breasts
yet, but Summer said one day I will."

"It's all part of growing up Cindy," Layla replied a bit
uncomfortable at the conversation. "One day you'll have breasts
and they could be bigger or smaller than Summer's." She dropped
the last bit of clothing to the floor and sat on the bed. "Are
you ready?"

"Oh yes Layla!"

Slowly Layla positioned herself near the end of the bed where
Cindy's feet were. She took the girl's small slender legs and
spread them apart catching herself momentarily admiring how
smooth they were. Layla then began to lower her head towards
Cindy's tiny hole.

The small blonde girl let out a soft moan as Layla's tongue
touched the bottom of her slit and worked it's way up along the
edges of the lips. Layla couldn't help but feel a small amount of
guilt and uneasiness as she licked Cindy's pussy, but the fact
that the girl moaned each time her tongue touched her skin also
made Layla smile slightly.  Layla then brought her head up enough
to see the relaxed look on Cindy's face. She then watched the
young girl's body tremble as she slipped a finger inside her
pussy.

"Perhaps this will end sooner than later," Layla thought as she
started to work her finger in and out of Cindy. The small girl
was biting her lip and letting out whimpering moans as she was
being penetrated.

Then Layla felt something that surprised her. She pulled her
finger out to see that it was covered in what looked to be
Cindy's cum. Cindy was too young for that she thought, but then
again she was able to lift things no adult should be able to
lift. Layla then removed her finger from Cindy's pussy and
replaced with her tongue. She pushed her tongue as far inside as
she could to lick up Cindy's cum and swallow it. As Layla
swallowed more and more of the small girl's cream Cindy's body
quickly replaced it. Layla didn't know why, but she was instantly
hooked on Cindy's cum and could have kept eating it until she
passed out. Layla would have too if she hadn't felt the cold
breeze of air from her window blow across her butt.

"Now I need you to turn over for me Cindy," Layla smiled at her
with sticky lips.

"Okay Layla."

Cindy did as she was asked and Layla looked with delight at her
small smooth ass. Layla ran a hand over each side giving each
cheek a slight squeeze to which Cindy showed her pleasure with
moans. She didn't know why but working over Cindy the way she had
Magenta during the summer excited Layla. Just looking at Cindy's
bare white ass and thinking of her anus got Layla wet. Without
saying a word Layla spread Cindy's ass apart and buried her
tongue in the girl's asshole.

"Oh Layla!" Cindy moaned feeling the wet appendage work itself up
and down her butt.

"Mmm... Do you like this Cindy?" Layla grinned before dipping her
tongue deep inside.

"Yes!" Cindy nearly screamed feeling her body get excited like it
did the one night with Summer many months ago.

Cindy leaned forward with one arm on the bed while sitting on her
knees. Her other hand quickly found it's way to her pussy and she
slipped a finger inside. Layla pulled her head back and watched
for a moment as Cindy began working her finger in and out of her
pussy.

"Did Summer teach you how to do that?" Layla asked as Cindy
slipped a second finger into her pussy and began to really thrust
them in and out.

"Yes... She taught me lots," Cindy moaned as she continued to
finger her tiny cunt. "Please lick my butt some more..."

"I would love to Cindy, but now it's time for me to show you the
vines. Don't worry, I will be in complete control the whole
time."

"I'm not scared!" Cindy said.

It took a moment for Layla to concentrate her powers on Cindy,
but soon six plant vines slithered into Layla's room through her
open window. Cindy quickly got nervous as the first vine wrapped
itself around her torso several times binding her arms to her
side and lifting her into the air. She didn't want Layla thinking
she couldn't handle it so she quickly calmed herself. Two more
vines then took hold of her ankles and pulled her legs apart.

"You okay Cindy?" Layla asked not breaking her concentration.

"Yes," Cindy replied anxious about what was fixing to happen.
This was nothing like anything she had done with Summer. "Oooh!"
Cindy moaned loudly as vines penetrated her pussy and asshole
simultaneously. "Mmph!" the blond let out a muffle groan as the
last vine slipped into her mouth and worked it's way down her
throat.

Layla watched with glee as the vines pumped in and out of Cindy's
three orifices. Cindy had the same overwhelmed yet excited look
Magenta did the first time Layla used the vines on her. The vines
continued slithering in and out of Cindy's mouth, pussy, and ass
at the same constant speed to make the girl's first time as
enjoyable as possible. Soon Layla noticed that part of the vine
that was pushing into Cindy's pussy was wet and glistening. She
moved in for a closer look and started licking around the outer
edge of Cindy's cunt lapping up her cum.

"How does it taste?"

Layla lost her concentration and the vines quickly exited the
room leaving Cindy to fall on top of Layla.

"Summer! This isn't what it looks like!" Layla stuttered climbing
out from under Cindy.

"You weren't just using your powers to sexually arouse Cindy?"
Summer replied walking from the doorway to the bed.

"Well okay maybe it was what it looked it. I had no choice! Cindy
read my diary and was going to tell everyone at school about me
and Magenta?"

"You and Magenta huh?" Summer asked sitting down on the bed.

"It's nothing serious. We just kind of fooled around a bit during
the summer. You're not going to tell anyone are you? It'd cause a
lot of problems for both of us."

"I think this would cause more problems for you."

"You're not going to tell anyone about me and Cindy are you?"

"Probably not. I'd be a hypocrite if I did."

"You mean you and Cindy really did mess around?"

"Cindy what did I say about telling people about that night?"

"I know, but Layla's really nice and I like her."

"You got lucky she didn't run off to say something to someone."

"I know. I'm sorry."

"You know what I have to do. Come here."

"Yes Summer."

Cindy got off the bed and leaned over the redhead's knee. Smack!
The sound of flesh on flesh rang through out the room as Summer
spanked Cindy's bare bottom. Smack! Smack! Summer spanked Cindy
three times before letting her up.

"I'm sorry Summer. I won't tell anyone else again. I promise."

"That's a good girl. Now I need you to come here Layla."

"What? Why?"

"Because you need a spanking too."

"I'm not getting spanked."

"Yes you are. Don't make me have to use Cindy to get you to bend
over."

Layla momentarily considered Summer's words then gave in.
"Alright... Just hurry up," Layla said before bending over
Summer's knee.

Smack! Layla blushed a beet red as Summer's hand came down on her
ass. She hadn't been spanked in years and here she was nude
across a classmate's knee getting spanked. Smack! Smack! The
spankings weren't particularly rough, but just embarrassing for
Layla. Smack! Smack! Smack!

"Get up," Summer ordered to which Layla obeyed. "Is something
wrong? Are you crying?" Summer asked noticing Layla's red face.

"No... It's nothing..."

"Don't lie to me Layla. What's wrong?"

"Really it's nothing.  It's just that I haven't been spanked in
several years and it was kind of embarrassing."

"Oh really? And molesting Cindy who's like a sister to me is not
embarrassing?"

"Molesting? But you and her have had sex before!" Layla stuttered
getting defensive.

"This isn't about me and Cindy. It's about you and her."

"What are you talking about?"

"Undress me Layla," Summer ordered as she stood up.

"No," Layla replied as she started to pick up her own clothes.
Suddenly she was pushed over by an unseen forced and thrown
against the wall.

"Ow! That hurt!"

"Do as I say and stop arguing with me." Reluctantly Layla picked
herself up and walked over to Summer. She removed the redhead's
shirt followed by her bra. Then after Summer stepped out of her
shoes Layla removed her pants and underwear. "Good, now lay on
the bed."

"What are you going to do to me," Layla asked as she laid down.

"Don't worry about it. Cindy do you remember how you made me
scream?"

"Yes I do Summer."

"Good. Now make her scream."

Summer watched in delight as Cindy climbed onto the bed and
spread Layla's legs apart before burying her face in the teen's
crotch. If she was going to have to spend a couple of years at
Sky High Summer knew from the moment she laid eyes on Layla that
she wanted to spend them with her. Cindy's sexual enthusiasm just
helped speed things up dramatically.

Layla moaned as Cindy slid her tongue up down her slit. Feeling
it push between the lips and move in and out excited Layla. Layla
didn't know how, but Cindy seemed to know what she was doing. It
wasn't even a full minute of Cindy tonguing her pussy before
Layla began getting wet.

Cindy then moved on to the next stage and inserted her entire
hand into Layla's pussy. The combination of Cindy's hand being
small and Layla's cunt being wet made for a really easy
insertion. It was slow going at first because it was tight
fitting like one of Magenta's thick dildos, but slowly Layla's
opening began to stretch to accommodate Cindy's hand with greater
ease.

Watching Cindy fist Layla was starting to get to Summer and her
hand found it's way down to her pussy. She immediately slipped
two fingers into her cunt and began working them in and out while
still watching Cindy and Layla. Layla began moaning loudly as
Cindy slipped more of her arm into Layla's cunt. There was a
third of it inside Layla and as her friend began to be able to
take more inside Cindy began to use her strength to forcefully
thrust her arm inside.

Summer was becoming even more turned on then she thought she
would become watching Layla and Cindy. When she pulled her
fingers out they were absolutely drenched in her juices and she
noticed for the first time that her pussy was sopping wet. Summer
then climbed onto the bed and straddled Layla's face.

"Lick my pussy clean," She ordered and without hesitation Layla
obeyed. Layla began lapping at the wetness dripping from the
red-haired snatch and swallowed Summer's cream without being told
to. "You like that don't you, you filthy slut?"

"Mmm hmm," Layla moaned with her tongue still buried deep in
Summer's pussy.

Meanwhile Cindy had about two-thirds of her arm leading up to the
elbow engorged in Layla's cunt and thrusting into her like
jackhammer. At the same time she had two fingers from her other
hand buried in her pussy working themselves deep and hard inside.

Summer noticed this and decided to help Cindy. "Take your fingers
out Cindy," She said looking around the room taking a minute to
find what she was looking for.

A Sharpie marker lifted up off Layla's desk and began floating
through the room towards Cindy. Cindy smiled when she saw it and
let out grunt when it penetrated her tiny cunt. As the marker
started working itself in and out of her opening Cindy slid the
last third of her forearm into Layla's pussy and only her elbow
could be seen. Layla cried out and moaned as Cindy began some
hard deep fisting. The unusual, but increasingly pleasurable
experience became a bit too much for Layla to handle and still
eat out Summer's pussy. As the pleasure increased within her body
and she inched towards orgasm Layla slid a hand down between her
legs and began to finger her clit.

When Layla began pleasuring herself Summer climbed off the bed
and moved behind Cindy. While the marker continue to thrust in
and out of the small girl's pussy Summer leaned over Cindy, took
hold of each side of her ass spreading it apart, and began
tonguing her anus.

"Ooooh!" Cindy moaned as her body started to burn with
excitement.

"Come on baby don't get distracted. Make Layla come," Summer
cooed.

Cindy did the best she could as she continued to pound her arm
deep into Layla's pussy, but the marker penetrating her own cunt
and Summer's tongue in her ass became too much for her. Cindy
cried out as her body shook with orgasm. Her tiny cunt gushed
covering the marker with her cum and spilling out onto Layla's
bed. Even as she writhed in pleasure Cindy was able to continue
fisting Layla though her pace did slow a small amount.

When the young girl was finished coming Summer pulled the marker
from Cindy's opening and licked the cum from it before burying
her tongue into Cindy's wet snatch. A minute later with the
smacking of her lips she brought her head up to see Cindy still
furiously thrusting her arm into Layla's pussy while Layla
quickly fingered her clit. Summer decided to give Layla a hand.

Summer moved to Layla's side and began to fondle her breasts.
Layla shuddered as her body was hit with a massive shot of
pleasure as Summer began pull on her nipples. Layla began to moan
loudly as she continued to finger her clit, Cindy continued to
slam her arm deep into her pussy, and Summer twisted her nipples
between her finger and thumb. Then Summer began nibbling on
Layla's left nipple and that became too much for the teen.

Layla's body spasmed and she moaned loudly as she came. Her body
bucked upwards several times as her pussy clamped down hard on
Cindy's arm and came all over it. When Layla finally calmed down
Cindy removed her arm from her pussy. It was covered in Layla's
cum and glistened in the light.

"Clean that for her," Summer demanded.

"Yes Summer," Layla obediently replied not giving a second
thought to how quickly she obliged her.

Summer looked on smiling as Layla took several minutes to lick
her cum clean off Cindy's arm. "What do you think Cindy?" Summer
asked when Layla finished licking Cindy's arm clean.

"I like her. Let's keep her."

"What are you two talking about?" Layla asked confused.

"Today was a test if you will," Summer explained. "I wasn't
necessarily expecting what just occurred to happen today, but it
would have eventually."

"You mean all of this was planned?" Layla asked incredulously.

"Sort of. When you first walked into class today and I laid eyes
on you I knew I wanted you for my own. I had no idea what I was
walking into when I got here. This was all Cindy's doing."

"But what were you going to do if I wasn't bisexual?"

"After the brief conversation I saw between you and Magenta at
lunch today I knew you were into girls. Trust me gaydar is real.
It's a skill just like running fast or controlling plants. Don't
worry Cindy and I won't say anything to anyone about tonight."

 "Thank you I guess... So where does this put us?"

"I'm not looking for a serious relationship here, but whenever
one of use feels the need to work off some energy we've got each
other to go to just like Magenta and Claire will be doing
shortly."

"How did you... Never mind."

"Where are your bathrooms at?"

"There's one down the hall and one at the bottom of the stairs."

"Cindy go to the bathroom downstairs and take a quick bath. We
need to leave here shortly to go back to the hotel. Layla I need
you to follow me into the bathroom for a moment."

"What's going on?" Layla asked as she followed Summer into the
upstairs bathroom.

"Lie down in the bath tub."

"Okay," Layla said unsure as to where this was going, but still
getting into the tub.

"I want you to let me piss on you."

Layla laid there quietly for a moment trying to comprehend
Summer's bizarre request, but suddenly found herself saying okay.
Summer kept one foot on the bathroom floor and set other one on
the tub ledge near the wall. She then opened up and started
pissing on Layla. The yellow liquid splashed up and down Layla's
torso never getting close to her face except for the occasional
stray drop that bounced that way.

"Impressive. I'm starting to like you as much as Cindy does,"
Summer complimented Layla when she finished urinating on the
teen.

"Thank you," Layla replied not sure what to say as she stood up.

"Here, let me help you with that," Summer said turning on the
shower and climbing in with Layla. "I think I'm going to like
going to school at Sky High."

***

As Layla walked to the bus stop the next day she was surprised to
Will standing there.

"Hi Will! What are you doing here?" Layla asked smiling and
giving him a hug. "I thought you weren't supposed to be back
until next week."

"Well that was the plan, but then my parents were like 'We don't
want you missing a lot of school, because of Zarch. There will
always be bad guys with robot armies trying to take over the
world.' So here I am. I know yesterday was just the first day of
school, but did anything exciting happen yesterday while I was
gone?"