"Attention, attention everyone. Class is in session and our lecture is about to begin, so listen up! Every bit of information shared today will in fact be on your exams, so I highly suggest everyone's ears open and their mouths shut!" Professor Morose, a very lanky and stereotypical greenish pale witch of a woman dressed in the traditional Luna Nova instructor wide brim hat and robes, announced loudly soon bringing the uproar of individual conversations to an end.
 
 
The class subject in question was the study of Monsterology, the once treacherous (and to some still forbidden) art of furthering key understatement of the bond between magic user and monsters through the process of direct interaction to promote communication and civilized symbiosis. With a wave of the class instructor's wand a slideshow powerpoint would appear with a gust of fiery wind illuminating the now dark classroom, as one would expect the beginning of the powerpoint merely satisfied the intended requirement of providing some more background information of the study of Monsterology and the many witches who pioneered into this field of magic. Interestingly enough, or at least in Akko Kagari and company's opinion, most of those witches found careers in the fields of monster breeding and magical familiar merchants.
 
 
Unfortunately, about a half hour later into the presentation nearly half the entire class had fallen asleep by now, quite ironically for a class that is about mastering the complexity of monster magic the study material behind it had the same amount of excitement of a documentary about the process of making yarn from scratch. And naturally their instructor would not take so very kindly to the symphony of loud snoring throughout the classroom soon making herself quite clear with a firm whack of her ruler hitting the giant floating chalkboard with a echoing *Smack!* waking up all who have fallen victim to the lulling spell of slumber from the powerpoint.
 
 
Professor Morose soon cleared her throat aloud making sure all eyes were on her before moving on with the rest of class, thankfully this next part was already much more interesting as the professor soon waved her trusty wand once more as twin puffs of cloudy smoke appeared at her sides summoning two objects directly from thin air. They seemed to be cages, one very small resting comfortably on top of the wooden desk and one as big as a full grown adult placed right next to Morose, both covered with a burlap fabric cloth obscuring any chances for anyone to identify what was inside said cages right away.
 
 
Not one to keep people in suspense Morose would remove said burlap coverings revealing her chosen examples of very rare, yet still very dangerous, creatures to her class: the sinister beholder which looked like a giant rotten meatball with rows of teeth and a plethora of peering eyes capable of staring directly into one's soul infamous for its ability to warp and distort the mind as an agent of malice and chaos known for torturing its victims in inhumane ways. And the dreaded shapeshifter which greatly resembled a giant slug with small arms and a large misshapen mouth. A dastardly intelligent and nefarian creature the professor goes into detail about the rather infamous creature and how one almost wiped out an entire village back in the early decades of human civilization. As anyone would expect, our brunette protagonist would take interest in the rather exotic looking monsters almost immediately, her ears turning off and tuning the words of the older woman out openly gawking at them while letting her mind run wild imagining just how cool it would have been to witness skilled witches use such advance arcane knowledge to capture such rarities.
 
 
*RIIIINNNNGGG!*
 
 
The shrieking cry of the academy bells signaled this class period was over and the other girls quickly gathered their belongings to start filing out of the classroom, Professor Morose using her levitation magic to lift the much larger cage carrying the snarling beholder beast with her as she too left the classroom, thus leaving the much smaller shapeshifter unattended and with Akko being the very last to finish packing her things would soon raise her gaze to see the small cage….
 
 
….Soon getting an idea.
 
 
"Hm? Hmmm…."
 
 
Seeing this as an opportunity for a one on one contact with a shapeshifter and seizing it Akko would leave her desk to walk right up to the cage with the look of a mischievous adventurer on her face.
 
 
"Hehe, aren't you a freaky little thing huh? Hm, I guess...you are kinda, ugly cute at least. Hmm…."
 
 
Eyeing at how slimy and squirmy the creature was Akko would then slowly extend her finger to try and touch the creature inside the cage out of morbid curiosity wondering what it exactly felt like to the touch.
 
 
"What do you think you are doing?"
 
 
"Gah! Diana!" Akko would cry out after being startled by the blonde girl's voice quickly retracting her finger away just as the creature was about to make its move and bite her only to fall flat on its face with its floppy tube-like body.
 
 
Upon spinning around Akko's shoulder would swing a bit too far, accidentally knocking over the cage letting it fall to the ground as a result.
 
 
"I hope you are not up to such juvenile mischief once again," the prestigious blonde girl would say, crossing her arms and looking down on her in a condescending manner.
 
 
"Hey, lay off will ya? I just wanted to look at it is all, is that such a crime?"
 
 
"With your track record, it very well could be in terms of the safety and well being of others. So I suggest you put an end to whatever actions you were thinking about doing and go to class."
 
 
Diana would punctuate her words with a smooth turn of her heels and walking out of the classroom as Akko rolled her eyes and scoffed at the pompous perfectionist.
 
 
"Yeah, yeah, yeah…." She would mutter to himself just under her breath before noticing the cage was indeed missing from the desk.
 
 
Soon finding it on the floor she sees the cage door was left hanging open and the creature was nowhere in sight.
 
 
"Hey, where did it go…?"
 
 
Not wanting to be held accountable for the loss of a monster rarity, Akko would drop to all fours looking around the classroom for the creature. Even pouting her lips and making kissing sounds to try and entice the monster to come to her like one would do to get their pet's attention. She would soon notice a quick darting motion just out of the corner of her eye before feeling the sudden sharp burning pain of fangs digging into her bare legs drawing a good amount of blood and upon turning around she would get sprayed with a substance that felt like silly string but 100x stronger and 1000x smellier by the slug shapeshifter, Akko would let out a startled cry before collapsing onto the floor in the form of a giant cocoon now being slowly dragged out the classroom. Later, in the school's lower dungeon like chambers Akko would soon flutter her eyes open to see the creature just below her flashing a rather wicked grin that would put her impish smile to shame, the brunette would find herself hanging upside down from the ceiling inside her now cocooned body and no amount of frantic struggling could break the surprisingly very sturdy material.
 
 
"Wh-Why are you doing this?! What do you hope to gain from kidnapping me!?" Akko would scream aloud, only to pause and gasp watching the magical creature start to shift and change its form, downright copying Akko's face, body, and clothing with ease. "Ok…besides stealing my face?"
 
 
"Don't flatter yourself," the newly formed shapeshifted began, despite being Akko's own voice its tone was rather posh, clever, and very much sophisticated making them seem that much more menacing overall. "I merely took the form of your insignificant mediocre body to simply pass as human since you graciously provided me the exact means to escape I needed. And now I am in dire need of higher quality magical sources to sustain myself, and you...clearly are a much too inferior source."
 
 
"....Hurtful,"
 
 
"Therefore, I deem the one you call…'Diana', as a much more suitable source of magic/power. So I must hunt her down and secure my resource for the time being….good day."
 
 
"H-Hey! You can't just leave me dangling from up here like this! Hey! Stop!" Akko called out to...well, 'Akko' as the clone continued to walk out the dungeon-like room making sure to close the door shut on the way out leaving its patsy in total darkness.
 
 
Now on the task of hunting down her food 'Akko' would take several steps down a main hall before pausing for a moment placing a hand to her stomach as the hunger pains was already starting to gnaw at her from within, that pathetic brunette didn't just taste dry and flavorless but barely had enough magical energy to complete the transformation, no wonder she was less than appetizing. But not wanting to risk poofing back to its previously weak and insignificant form she will need a proper amount of magic to keep up the disguise just a little bit longer for a mere bite wouldn't do much to its dismay.
 
 
"Hey have you seen Diana?"
 
 
"Hm? Oh yeah, she mentioned something about doing some independent studying in the library."
 
 
"Oh right, you think we should join her?"
 
 
"But of course, she absolutely loves our company no matter what,"
 
 
"Undoubtedly!"
 
 
'Akko's' ears would twist and point in the direction of the two voices coming her way recognizing them to be Hannah and Barbara, Diana's always present and always obnoxious usual entourage (or perhaps groupies would be a better word?). It seems the creature's prayers have just been answered, obviously not minding having a few yummy looking snacks like the likes of them before it's main course. Hannah and Barbara soon round the corner only to pause their ongoing conversation seeing 'Akko' suddenly appearing in the middle of the hallway before them, eyeing them with a rather cold and emotionless stare. But, just like clockwork, they would begin to openly berate and shoot insults teasing their favorite accident prone classmate.
 
 
"Oh hey there Akko, do you have a minute? I'd like to ask could you do us a favor and bring us some tea? And don't worry, we know you can only ride your broom as fast as a snail's pace and we can wait for about a year for it," Barbara called out before she and Hannah immediately cackled aloud at their own joke.
 
 
"......."
 
 
"Aww, can't say anything back this time? Afraid we might say something about that boring baby hairstyle of yours? Oh don't worry honey, my infant baby niece has the exact same hairstyle, rather fitting seeing how flat chested you are!" Hannah added, making them both laugh and snicker aloud some more as 'Akko' simply continued to stare.
 
 
Their laughter would die down rather quickly seeing their grade-A sly comments and stinging insults not having much, if not any, effect on the brunette as usual as "Akko '' simply looked bored and unamused. Thinking they were not gonna be psyched out by her of all people they decide to really lay it on her with Barbara coming up with something that will really sting.
 
 
"She probably finally realized her beloved hero, Shiny Chariot or whatever, is so often mistaken for a stripper from her tasteless choices in skimpy fashion."
 
 
"Ya know I'd believe it, in fact I have a theory she finally had the decency to leave the magic show life after getting pregnant for being such a slutty looking floozy!"
 
 
"Not like Akko can be like her anyway, with imaginary tits and no ass to speak of! But hey, she might still make a decent profit applying to be a stripper too, for other girls though so because how easily a puny brunette like her could pass for a femboi easily."
 
 
Finally having enough of these two the shapeshifted moved as quick as a flash, grabbing them both and jumping into a nearby open supply closet slamming the door shut in less than a couple fleeting seconds. Inside, the two would continue to spit verbal venom, practically swearing at her for practically abducting them against their will, not that any of that will soon matter in the next few minutes when 'Akko's' chest suddenly split open revealing a massive purple tongue of dripping wet slime snarling at them silencing Hannah and Barbara. Terrified, both girls would cling close to each other out of habit allowing the creature to strike with ease.
 
 
The long stretchy tongue quickly coiled around their waists and started to pull them into the drooling maw of the newly spawned chest cavity feet first as Akko's hands reached up to grab the two witch students by their heads pushing downwards as they continued to frantically squirm and cry out of desperation of not wanting to be eaten.
 
 
The imposter's chest would continue to shift in form, creating flesh colored goo tendrils to rise up to cover their faces before firmly clasping shut like the door to a cage, trapping them inside as the sagging pregnant like bulge of a gut now hanging off her frame started to twitch and angrily lurch side to side in an aggressive manner like something out of a cheesy horror movie. The shapeshifter would grow an evil smirk across her face, soon holding up one hand before slapping her prey-filled belly hard, making them both let out one final muffled cry of pain before the absorption process would begin.
 
 
A disgusting series of 'glorps' and 'glurks' could be heard from the bulging orb of flesh as it would slowly yet surely breakdown in size before finally flattening out in about a half an hour's time. With the combined flesh being stolen from the pair and being evenly distributed, the imposter grows a suitable sized chest of a decent C-cup sized pair or about a firm solid handful of twin cantaloupes and a healthy backside with slightly wider fuller hips to compliment it. Seconds later, the evil clone's cheeks would swell before unleashing a powerful wet belch, letting out their clothing now stained with globs of goo on the floor with her tongue left hanging out drooling and wiping her chin in satisfaction.
 
 
As an added bonus to the physical enhancement of these ill gotten curves the creature was naturally adept at recognizing and quickly mastering the behavior patterns of its assimilated prey. And with an interesting cocktail of absorbing both their cockiness, sense of entitlement, smugness, attitude of high importance of having an attractive image, and the hidden deep psychological need to be wanted and admired the creature would synthesize a realistic combination with the observed and hypothesized straightforward and rather rash personality of the real Akko, summarized into two common words:
 
 
Shameless slut.
 
 
Placing her hands upon her softer, much more supple chest cooing a bit, feeling up her own firm flesh orbs biting her bottom lip as a light hue of red glowed on the brunette's cheeks. Removing the vest top of her uniform "Akko" would pry the fabric of her white blouse to rip it open sending the buttons flying and hitting the ground now revealing an eye catching and captivating amount of cleavage before reaching down to grab the edge of her mini skirt tearing that as well, making her skirt even shorter now barely covering her upper thigh and the white of her underwear at best. Going back to her blouse top the creature would tie the bottom of the shirt into a knot, now showing her slender hourglass-like waistline and the crack of her ass hardly being covered by her altered skirt and underwear, wanting to show as much skin as possible with the guidance of the mixed bag of stolen traits.
 
 
And now in possession of enough magical energy to properly sustain its faux appearance for much longer the hunt for the main dish can continue. Having access to her prey's most recent memories Akko 2.0 can now find the library, for Diana will be too.
 
 
Soon after, in the Luna Nova Archives:
 
 
Diana would be in the relic hall, a massive chamber that had the quality of looking like a giant arena where countless magical battles could have taken place back in the much more golden days of magic. Both her sense of much needed solitude and train of thought were derailed upon seeing Akko standing in the relic hall chamber entrance practically spooking Diana for not even the smallest sound revealed her presence until now.
 
 
"Ah! Oh...It's just you Akko, I suppose this is payback for me scaring you earlier huh?"
 
 
"...You could say that,"
 
 
Diana would look quite puzzled, both from the sultry yet ominous tone Akko would speak in and the much more….mature, looking body type she had as if the process of hitting puberty was much more instantaneous than she remembered. The blonde was then put on edge watching Akko take a single step forward before being at arm's length in a blink of an eye leaning forward to lightly apply her tongue against her face, licking her cheek and scaring Diana as she hastily took a step back placing a hand against her face after just being tasted.
 
 
"M-Ms. Kagari! I-I do not….how you say, 'swing that way'?" Diana would quickly explain in a flustered manner although the tone behind such an action was less seductive and more…hungry.
 
 
The blonde would soon realize her feeling of uneasiness was correct after seeing Barbara and Hannah's weak screaming facial imprints from Akko's exposed chest flesh barely stretching out an inch past the impersonator's chin, utterly horrified Diana would turn to run as 'Akko' stretched her arms to loop around Diana's legs causing her to fall onto her stomach now being quickly dragged back towards the creature. Showing quick reaction Diana would arm herself with the wand holstered st her side as said wand would illuminate with magical power, firing several shots at the creature creating holes in the gooey slime like flesh of the imposter whose actions continued regardless, sticking her feet into its rippling murky puddle like stomach now sinking in like fast acting quicksand. As a last ditch effort Diana would summon a very powerful charged up magical blast just as her waist started to sink into the monster before blasting the creature into the air as Diana tumbled to the ground a half a field's distance away. A bit battered up from the roughness Diana would slowly climb back up to her feet just to see the impersonator finally land face up onto the ground with a heavy thud and small mushroom cloud of dust, Diana shutters a bit seeing the inhuman slowly rising up to its feet from it's laying position in such an unnatural single jerking motion.
 
 
"...I will destroy you and banish you to the darkest pits of hell, you...sinister beast of wickedness!"
 
 
Diana tries to draw her wand only to realize it was not in her hand anymore, but a mere short distance away to her side. She would make a quick lunge for it as the creature would fire a stretchy arm to grab at the magical witch tool with her fingers barely grazing the leather of the handle before being reeled back towards the creature who swiftly disposes of the annoying magical instrument by chewing it into bits and spitting out the metal shards.
 
 
"...I grow tired of these games, your time is up."
 
 
The creature would then stretch both arms out once more to grab Diana by the shoulders and reels her in all the same, now slamming into 'Akko' more slime tendrils flow from her back coiling and fusing to Diana's body submerging her in the creature's goo cocoon like flesh now appearing to be pregnant all over again, lumps and bumps would start frantically appearing all over the taut round orb as a detailed outline of the shining hope of Luna Nova's face stretched against the walls of the belly like rubber shouting in the most foulest of tongues that a lady of her caliber should never utter in public. Not that anyone would ever hear them or her voice ever again. The shapeshifter would place both her palms against the face pressing downwards, Diana's muffled voice sinking and drowning in goo smoothing out the lumps and bumps of Diana's fruitless struggles as the assimilation began again.
 
 
Copying the most desirable traits of Diana her brown hair would start manifesting streaks of blonde highlighting the volume and body of her now wavier hair style as her chest swells up to a solid single D cup size, butt bubbles up into a deliciously round peach shaped booty, and hips gain another layer of both fat and muscle making them wider than before.
 
 
"Ahh~ What an utterly delicious morsel you were," the face stealing fiend snickered aloud, dropping one hand to her abdomen to rub against it in a slow sensual pattern licking her lips still now with her desired first meal finally done.
 
 
As one would expect after absorbing Diana, the Akko duplicate's voice was now a mix of Akko's high pitch vocal range drenched in the maturity and even somewhat sultry tone of Diana's refined, prim, and perfect tone. And as the blonde's tender taste still danced on her tongue the shapeshifter's mind would flutter with ways to wreak havoc on this school with the high quality magic of the Cavendish name. But where would she even think to begin?
 
 
"Oh Ms. Cavendish, I finally found you," Professor Morose's voice called out upon first entering these archives to see the shapeshifter only mere moments after the fact the real Diana had passed, making good use of its growing intelligence the clone would spin on her heels to face the Monsterology instructor with genuine interest merely as a means of not arousing any suspicion in the older woman.
 
 
"Yes ma'am, I was just taking up prestidigitation magic to slightly change my appearance for practice." The clone would say, her voice matching Diana's tone and vocal mannerisms near perfectly to explain why her appearance looked like a mix of several people all fused together to make a very seductive and enticingly eye-catching form.
 
 
"Prestidigitation magic? That's more of a beginner's lesson in arcane arts."
 
 
"You are right, I thought I could teach it myself as more of a simple parlor trick to be more lively at events is all."
 
 
"Ah yes I see, you young witches today. I'm almost jealous at times, haha. Anywho, I would be more than thankful if I could acquire your assistance with something."
 
 
"Why yes of course, how could I be of service to you?"
 
 
That question would immediately be met with the answer of the floating cage containing the other menacing beast from class earlier.
 
 
"The beholder needs to be locked away in the dungeons below the school but I must attend a very important meeting with the other professors and I would like to entrust you to have this taken care of for me. Would that be fine with you?"
 
 
'Diana' would look at the cloaked cage containing her former cellmate and softly smiled to herself before turning to face the professor once more.
 
 
"But of course, leave it to me."
 
 
"Ah, bless you Ms. Cavendish, you have my sincere thanks."
 
 
"Think nothing of it, have a wonderful meeting."
 
 
The professor would quickly take her leave as promised, allowing 'Diana' to carry out her newly formed impromptu plan. With a flick of her finger her newfound magic prowess would break the lock to the cage with a crackle of purple lightning letting the door to the cage slowly creak open as the eerie hiss of the beholder's snarl fill the air, the large monster eyeing the imposter able to see right through the disguise gesturing with its drooling grin, a silent alliance between them as 'Diana' stepped to the side and gestured with one hand the magical beast had its freedom watching it quickly float out the other exit. And with her first act of devilish intent done a sudden wet gurgle noise coming from her stomach proved her appetite has not yet been satisfied yet. And with Luna Nova being a large school full of students with life prolonging magical energy, her feast was just about to begin…
 
 
Later that same evening:
 
 
Sucy, Lotte, and Amanda would be looking for their missing friend after Akko failed to make an appearance for both class AND lunch which was very unlike the spunky brunette to miss her favorite part of the class day. Something was wrong, they just knew it.
 
 
"Ok, how do you know 100% something happened to Akko? She strikes me as the type that would say 'fuck it' and sleep in for the day if she felt like it." Amanda sighed aloud as she followed closely behind a concerned Lotte with a bored looking Sucy bringing up the rear, both of them not very much appreciating Amanda's nonchalant attitude the Akko's mysterious disappearance
 
 
"Are you sure you are not just describing yourself?" Sucy would say back as a sly comment in response, irritating Amanda as intended.
 
 
"Got something you want to say to me, mushroom head?"
 
 
"Stop it you two, cut it out. We just need to find Akko before she gets in trouble again...or worse, expelled!" Lotte said over her shoulder, urging the two to cooperate if they were going to find Akko in time for the next period.
 
 
Walking around the corner the trio was immediately struck with terror encountering the hypnotizing gaze of s beholder floating in the middle of the hallway taking control of their minds and bodies before they could even react, their eyes mirroring the pulsating purple aura being emitted from the monster's collection of eyes now flowing backwards enticing them to follow blindly without a choice.
 
 
The beholder would lure them to the lower chambers of the school to not be distrubed like moths to a flame, there it would have the girls sit on their knees circling around the floating meatball shaped beast as it would change the color of its magical eyes from a mesmerising deep purple pattern to a captivating orange aura using a rare and very special ability of manipulating their bodies to its will, simply by making a hypnotic trigger in the form of a baby crying in their minds.
 
 
"Babies, babies are hungry…" they all said at once, in the same drone like tone and the exact same cadence due to them being subjected to the hive mind of their new master. "Must feed, babies."
 
 
A simple yet effective trigger that stimulates the maternal/parental instincts in women forcing their bodies to start producing the corresponding hormones at an unnatural rate, making their breasts grow utterly massive in size in a ridiculously short amount of time.
 
 
*Shhhhhrrrriiip!*
 
 
"Ahh!"
 
 
*Shhhhhrrrriiip!*
 
 
"Gah!"
 
 
*Shhhhhrrrriiip!*
 
 
"Oh man!"
 
 
Was the sound of their overly developed hyper breasts tearing right through the fabric of their uniforms from Lotte, to Sucy, to Amanda in that order. Their new fully formed fun bags, sweater puppies, and knockers flopping aimlessly in the air before hanging low and heavy against their laps like soft weighted pillows, several times more than enough to fill up both hands with each quivering and pulsating flesh colored orbs bigger than their heads and rock hard nipples already producing what looked to be fresh thin streams of breast milk.
 
 
"Ready to feed the babies, master~" they all said, looking up at the beholder who looked its lips with hunger starting with Lotte, using telepathy to entice her to lift her huge breasts up to the creature to allow it to start licking away at her sensitive nipples causing her milk production to spike squirting out a flooding gush of milk spilling onto the floor before the beholders wrapped its entire mouth around one meaty breast sucking hard and making the freckled ginger blush bright red trying to hold back her innocent moans honestly not expecting such an experience to be so….pleasurable.
 
 
Watching Lotte being ravished first awoke something inside Sucy, a dangerous mix of both jealous and lust, soon overwhelming her usually calm and composed attitude causing her to knock Lotte over, pushing the ginger off to the side and taking her spot.
 
 
"Hey, my milk is just as good too. Please, have some?~" The pale mushroom enthusiast would say now looking up at the monster with a drooling grin of longing and depravity wanting the same treatment.
 
 
She would soon get her wish, gasping lightly and biting her bottom lip as the creature let loose its dripping wet tongue to flick and tease Sucy's right nipple tasting the rich honey milk nectar practically oozing down her chest, staining the bottom of her robe as she excitedly whimpered aloud feeling the razor sharp teeth of the beholder playfully tease her nipple by biting down just hard enough to pinch a little but otherwise carefully massage it squirting about a half gallon more of yummy milk down it's gullet in the process. Amanda started to get a bit antsy herself scooting up next to Sucy to get in on the action pressing one of her squirting breasts up against the beholder's lips to get it to start teasing her with its tongue as well, the tomboy would grin and throw her head back in bliss watching the monster take turns lapping its tongue between both wonderful wealths of cleavage of its own creation like a panting dog. Soon leaning back and laying on the ground it would silently command them to continue feeding it, having them squirt their milk into its maw themselves.
 
 
"Babies...the babies are hungry…" Lotte would say, her mind already too far gone and was partially turned to mush by now kneading her freckled breasts to squirt out more milk.
 
 
"Drink up, I've still got plenty~" Sucy insisted while clawing at her own tits, pinching and twisting her nipples to let loose like a sprinkler.
 
 
"I bet my milk tastes the best, cuz I'm the best~" Amanda declared, somehow still hanging on to her boisterous personality even as a hypnotized dairy cow servant placing both hands behind her head and shaking her torso side to side letting gravity and her huge breasts do all the work for her letting her rich cream fly freely without much care of where it landed.
 
 
All this was utterly heaven to the beholder, and with a whole school full of easily manipulated human females the Beholder will have plenty of milk to sustain itself for quite a while.
 
 
The End?