"Caroline Jennings… what more is there to say? She is the perfect representation of what a girl, my mistake, a woman, should be." Glenn explains to his fellow colleagues.

"Well compared to the mass amount of women worldwide, I would say she only falls into the average category, but I could agree to your statement if you limit it to just the Clayton Valley area… possibly the entire state." Matthew replies.

"Guys, we're just trying to hook up with the hottest girl in school." Dustin says with a grin.

"Dustin, please! We're plotting here, it goes against the whole idea when you speak in such a unprofessional manner, plus you're spoiling the mood…" Glenn says rather seriously as he paces around his parent's basement. "Caroline is the most attractive girl at school by far, but she will have nothing to do with us. We spent all of our junior year trying to build up enough courage to even approach her, yet alone ask her out. Need I not remind you each attempt failed, in which the last nearly traumatized Matthew, seeing as he already had a terrible fear of rejection..." Glenn continues as he glances towards Matthew, who appeared to have gotten uncomfortable after that statement. "So what must we do? We must go and make her notice us. No more will we be overlooked in the eyes Caroline Jennings, or any woman for that matter. We will be noticed. We will be desired. Women will flock to us. We will finally use our skills in Dark Arts to do WHAT we want WHEN we want!" Glenn exclaims.

"Please don't use the term Dark Arts, it's not like we're doing anything evil…just altering our appearance…" Matthew states to Glenn before reviewing the final plan.

Dustin adds, "I always liked to refer to ourselves as Warlocks… maybe even Wizards, yeah…Wizar..."

"ENOUGH! I get the point. Gosh, we don't need to get sidetracked now. OK, let's just review the plan again; time is of the essence..." Glenn stresses as he begins his speech, pointing to his dry erase board explaining in elaborate detail various blueprints and schematics for such a simple review.

"Gentlemen, these are our intentions... As we all know Caroline has Study Hall during 3rd period. Instead of wasting her time with the rest of the mouthbreathers she instead helps Mrs. Merchant with the school newspaper. During a majority of that time she is alone in Merchant's classroom working on articles for the paper while the other two pom poms run the simplest of errands. Cue us. We all skip our regular classes during this time and regroup in the supply room across the hall. At that time Dustin will cast the spell and enable us to shapeshift. And with this great ace up our sleeve we will be able to morph ourselves into the most handsome, muscular, heartthrob hunks that any typical conformed high school girl lusts for! And this, my friends, is just a taste of what is to come..." Glenn closes with a smirk on his face.

"Why don't we just transform here and then go to class?" Matthew asks.

"Or why not just make it simple and use a love charm making her our willing love slave?" Dustin adds.

"Don't you guys watch T.V.? There's always a risk with love spells or charms, I mean your identity is still revealed, she could snap out of it, become dangerously obsessive, or things could just go sour... plus I think that charms are childish and beneath our style…"

Both Matthew and Dustin stare awkwardly at Glenn as he rambles on before noticing their stares directed towards him.

"Anyway… as for doing the spell here and now. The translation for the spell is pretty rough to make out completely, but it states the effects of the transformation aren't permanent. I don't know how long the effects will last so we need to be nearby when we perform it to save time when we approach her, obviously. If this trial is successful we will begin plans for a counter spell to enable us to transform as we please. " Glenn explains as he gathers his things and packs them into his backpack.

"OK, everything is set. I think we're good to go." Matthew states as he double checks his supplies.

"Wow…this is really it, we're like super heroes... or would we be super villains?" Dustin asks aloud.

Glenn glances back at the board one final time before they depart for school. "That's it, we're set and everything is going as planned, but we've got to hurry or we'll miss the bus…"

***********************************************************************

Clayton Valley High School was a rather large high school for such an average town. Students had just returned from their summer vacation. The excitement that filled the air during the beginning of each year had already reverted back to the old familiar grind. As the dull cycle of school begins its yearly rotation, students manage what free time they have before the first bell rings. One of many school buses approaches the main entrance. This particular bus comes to a complete stop as students exit one by one followed by three obviously older looking students…

"Gosh! I wish my mom would let me put my driver's license to good use and actually let me drive a car!" Glenn whines as the trio exits the bus.

"Yeah, all of our parents are way too over protective. Riding with all these Junior High kids really hurts our reputation as Seniors." Matthew replies as they approach one of the picnic tables near the main entrance.

"Alright, as soon as you two get out of your 2nd period classes meet me in the supply room across from Mrs. Merchant's class. I mean it guys, we can't waste any time. I'll be there first since I have to pick the lock but then we need to get underway ASAP… guys please pay attention, this is very important to our…plan…" Just as Glenn uttered the word 'plan' he noticed that his partners weren't paying any attention to him, they were instead starring at the dreamy Caroline Jennings. Glenn almost froze as the head cheerleader walked towards the school. Long blonde hair flowing through the wind as she was walks with such grace. Her legs are so toned, so full, as her creamy thighs brush against her skirt with every passing step. Her chest almost seems to inflate with each breath as her cheerleader top rises, exposing her cute bellybutton with each motion.

This was too much for the three of them as they stared in awe as she entered the building. The three of them regained themselves and took a moment before restarting the conversation. Matthew was about to ask Glenn what he was saying before, but then he noticed Nicole Andrews walking towards the building. He again fell into a trance as he stared at Nicole tying her short brown hair up while walking towards Mrs. Merchant. She was wearing a snug purple t-shirt and a pair of blue jean shorts. He examined her from her sandals, exposing her cute toes, all the way up to her bright blue eyes hidden behind a pair of thick black framed glasses. Nicole was the editor for the school newspaper. Not socially popular, but well known. Rumor is she's a serious contender for Valedictorian this year. Matthew knew of Nicole when she briefly dated his cousin Jeff. In Matthew's eyes Nicole was mildly cute, nowhere near the level of Caroline though. He imagined her as someone he could relate to. She stood out in the midst of such conformity. He thought about the notion of finally having a girlfriend. He thought about not having to be an outcast and finally being normal. Then he remembered the plan... The plan of finally being able to have anyone he desired, risk free. His thoughts were interrupted as the 1st period bell rang.

Glenn reminded the two to be on time during 3rd period as they each rose from the table and departed for their morning classes.

***********************************************************************

Time passes rather slowly as students wait anxiously for the 3rd period bell to ring. As soon as it does, students suddenly rise from their seats and rush towards the door. Students exit their rooms and flood the halls as Glenn nervously paces towards Mrs. Merchant's room. Beads of sweat begin forming on his brow as his mind quickly fills with thoughts of paranoia. He finally reaches the supply room and waits for students to clear the halls. As the hallways become empty, Glenn reaches inside his backpack and removes his lock pick. He quickly applies it to the keyhole and unlocks the door. He takes one brief look over his shoulder before dashing through the door. In less than five minutes Matthew and Dustin regroup with Glenn. Dustin confirms that Caroline is in Mrs. Merchant's room working on her 'School Spirit' article for the newspaper. Mrs. Merchant is off school grounds running errands while the other students are unaccounted for. The three of them arrange their belongings on the floor and prepare to perform the spell.

"OK, this is it… Let's see if this will actually work. Dustin, are you ready?" Glenn eagerly asks his friend as he turns off the lights.

"Yeah ,I'm set, let me just review the pronunciation one more time." Dustin nervously replies as his eyes overlook the wording one final time. He places the spell book down and reaches in his book bag and removes a cloak, that he then ties around his neck.

Glenn and Mathew both stare at the cloak and then each other before laughing out loud. Dustin expresses obvious anger as his friends laugh on his behalf.

"Nice cape…" Glenn mutters while he continuing to laugh.

"Don't make fun of my magic cloak! It's imperative to the spell." Dustin explains while lighting several candles now arranged around himself.

"Sure it is, just like those magic candles..." Glenn remarks. "But are we ready?"

"Indeed. Here goes nothing." Dustin replies as he picks up the spell book. He clears his throat and takes a deep breath. At that moment the supply room door opens and Caroline enters the room. She flicks the light switch on and then notices three guys sitting on the floor surrounded by candles, one of which is wearing a cape.

"Uh... What are you doing in here?" Glenn nervously asks while Matthew blows out the candles and Dustin is frozen in fear.

"I'm getting a new ink cartridge for the printer. Ummm... What exactly were you guys doing in here… and why are you wearing a cape?" Caroline curiously asks while trying not to laugh at the situation.

"Uh, we were just…uh, studying." Glenn awkwardly states.

"I see." Caroline says while taking an ink cartridge from a nearby cabinet. "Don't worry about it guys, I know you already have it bad enough being nerds and everything... I won't tell anyone." She smirks, taking one final look at the three of them before turning the lights back off and closing the door behind her.

"She knew we existed... She actually remembers us…WOW." Dustin says with an astound look on his face.

"Shut up! Damn it, she knows now. She could suspect something or tell someone." Matthew says rather frantically.

"She isn't going to suspect a thing. Don't overact; we're moving along as planned. She won't even recognize me in a few minutes. Dustin, lets continue. Go ahead and transform me." Glenn eagerly commanded.

"What? Why do you get to go first?" Matthew asks.

"Yeah! Why you? I'm the one doing this, I should go first. I want to finally be the jock for once." Dustin adds.

"What? You two are insane! I'm the one who formed this group. I'm the one who masterminded this entire plan. I'm going first." Glenn demands.

"Not before me." Dustin replies as he once again clears his throat and picks up the book.

"Give me the damn book, I'll do it myself!" Glenn shouts as he lunges towards Dustin in attempt to snatch the book. Matthew watches the two begin to roll around the floor in frail melee.

"Come on guys, don't fight. We'll just let Dustin perform the spell on himself and then he'll transform us afterwards." Matthew pleads.

Matthew continued to try and separate the two but had no luck in achieving this task. Glenn appeared to grow angrier by the moment as he had Dustin pinned on the ground trying to release the spell book from his grasp. Matthew grabbed Glenn and tried to pull him off of Dustin, but in response Glenn elbowed Matthew in the face and knocked him down several feet away. Matthew was dazed by this blow and while reaching up to rub his jaw his attention was drawn towards the door as it slowly opened once again. Nicole Andrews entered the room holding the ink cartridge that Caroline had previous taken. She flicked the light switch on and was startled by the sight of Glenn and Dustin brawling on the floor. At that exact moment, Dustin positioned the open pages of the book towards himself and shouted the words," Vincrie, Tego, Excudo!" As soon as he began to speak the words aloud, the text began to glow. He almost finished pronouncing the words with the book aimed upright at his chest, but Glenn forcefully tried to aim the book towards himself at the last moment. Glenn screamed as he used all of his strength to finally pry the book from Dustin's vice grip. This caused Dustin to fall backwards, tossing the book across the room as the word 'Excudo' exited Dustin's mouth. The spell book landed right in front of Nicole's feet as the glowing text released a large bright bolt of energy that struck Nicole violently knocking her to the floor as the ink cartridge flew across the room.

***********************************************************************

Glenn and Dustin slowly got up, not knowing what had just happened. They argued at each other before Dustin noticed Matthew lying across the room staring towards the door. They then noticed Nicole lying on the floor. They looked at her and then each other before quickly fleeing the room. Matthew watched as they ran out the door leaving all of their belongings and himself behind. He quickly rose to his feet and began to cautiously walk towards Nicole. He kicked the spell book as he leaned down beside her.

"Are you okay?" Matthew shyly asks. "I was in the hall... I heard you…fall, so I wanted to see if you were okay." He tells her, hoping she will buy into his cheesy lie.

She appeared dazed as she slowly sat up. "I'm…alright… I guess.. I really don't remember what happened... I was coming to get an ink cartridge for the printer... Caroline had gotten got the wrong one and I... so bright… It's all kind of a blur. I guess I must have fallen somehow… but I'm not hurt." Nicole explained as she slowly rose to her feet. She still seemed dizzy at first but quickly regained herself as she walked to the supply cabinet and took the correct cartridge. "Thanks for your concern though." she adds while heading towards the door. "I'm Nicole by the way."

Matthew began to sweat as he nervously replied, "I'm... I'm Matthew. Matthew Harrison… Nice to meet you Nicole."

"Nice to meet you too Matthew Harrison." Nicole said as she smiled back at him.

Matthew smiled a little as his shyness was beginning to melt away. Before either one could say another word, a voice was heard from the hallway.

"Nicole, did you find that ink cartridge?" Caroline was calling out into the hallway.

"I've got to get back and help finish this week's paper. We're already behind schedule... I guess I'll see you around..." Nicole said rather politely as she left the room. Before Matthew could even gather his thoughts, he is startled by the sound of fists tapping against the room's windows. Glenn and Dustin were outside signaling for Matthew to get the hell out of there. He gathered the spell book and the remaining materials as he opened a window and quickly climbed out. The trio quickly departed campus to seek a more secure location to discuss the events that had just transpired…

***********************************************************************

Nicole walked down the hallway trying to figure out what could have caused her to black out. She was completely confused as she racked her brain trying to remember what happened. Her concern grew as she literally could not recall what had happened. She was about to walk into Mrs. Merchant's room to deliver the correct ink cartridge when a very odd feeling suddenly overtook her... She instantly felt very lightheaded. She stopped in the hall and put her hand against her forehead as she began to feel even worse. She knew something was wrong as a feeling of nausea took hold. She quickly turned around and headed for the restroom. As she paced down the hall, she began to feel very warm, like she was having a hot flash. Every step she took became more and more unbearable as it felt like her sandals were digging into her feet. Beads of sweat began forming, slowly falling down her brow as she expressed a signs of confusion. Her entire body began to feel tense as her hands slowly started to shake.

She stopped in the hall and leaned against a set of lockers to try and regain herself. The warm feeling continued as she struggled to move on. For some unknown reason she was now beginning to feel aroused. This made her moan out slightly as sweat continually slid down the side of her face. She was confused and beginning to get scarred. She had no idea what was happening to her. These feelings continued as she began to pant more and more. Her nipples rose to attention as they pressed against her purple shirt due to her sudden erotic behavior. She brushed her hair back, wiping the sweat off her forehead. She noticed her hair seemed slightly longer as she pressed it back. She then felt a slight tingling sensation from her feet. She glanced down noticing her once loose and comfortable sandals were now snug, so snug that the straps began burning against her agitating skin. Her feet seemed larger, as if they now took up more space within the sandals base… as if they were several sizes too small. Another rush of warmth hits her body and she begins to slightly spasm this time. Her eyes widened as her face fills with fear as she watches one of her sandal straps snap as her feet began flourishing uncontrollably. Her toes, now pressing against the edge of the sandals, begin to pulsate and stretch outward. Within seconds they were hanging over the edge and touching the cold tile floor of the hallway. She closed her eyes and started to squeeze the ink cartridge with a tight grip. She reopened her eyes only to realize that each strap was becoming tighter and tighter before falling victim to her massively growing feet. They snapped in unison as Nicole's feet suddenly jolted several shoe sizes larger. Within seconds her feet had swollen and destroyed any trace of her sandals. It didn't stop there. Her gargantuan feet were now fully touching the cold floor as her toes still ventured outward. While flabbergasted and thinking she was hallucinating, Nicole snapped out of daze and realized that this was really happening. She began to breathe heavily and panic. The sensations continued and were only becoming stronger. She suddenly dropped the now crumbled ink cartridge and raced to the girl's restroom, leaving her shredded footwear behind.

***********************************************************************

She made it to the restroom as she staggered through the door, praying no one else was present. She ran towards the sink and took her glasses off before washing her face several times. She was hoping she would wake up from a terrible nightmare any second now. Suddenly Nicole shivered as she began to feel hot and flushed yet again. She became even more aroused as her knees grew weak she grabbed the sink for leverage. She leaned upon the sink and looked down to see her massive feet as a reminder of before. "What the hell is happening to me!?" she fearfully thought. Her nipples then sprouted outward against her now tight shirt as her breasts felt larger. She cupped them and in fact they were larger. Nicole's index finger slightly glazed her left nipple sending a jolt of electricity racing through her body, from head to toe to right between her trembling legs. She gasped in shock as she could feel her breasts swelling within her hands. With every breath her chest inflated, pressing against her now taut shirt. A mixture of fear and sexual excitement raged through her mind. She wet her lips as thoughts of ecstasy took hold and flooded her mind. All thoughts of fear, doubt, or worry that was present before were now gone. Her panties were becoming moist in response to these intense feelings. She desperately tried to control her breathing as her hands grazed her maturating bust. She then realized her clothes were shrinking…

She watched in amazement as her short sleeves slowly traveled up her arms, slightly tearing along the way. They rose upward passing her now broadening shoulders. She felt spasms tingling at her stomach when she looked down to see her toned waist. Her skintight shirt revealed developing abs pulsating against the fabric. She watched in amazement as her entire body was altering and becoming toned and defined. Nicole then heard a popping sound followed by the echo of something hitting the wall. She felt a release as she looked down and saw that the button to her shorts had ricocheted across the room. She then lifted up her shirt and gasped as she saw her now rock hard rippling abs. She placed her hand on her now defined stomach. As she felt the muscles throbbing against her hand, she moaned out as another sharp jolt rushed through her already heated body. Her shorts were now uncomfortably tight as they tried to expand in response to Nicole's now widening thighs. She looked down at her legs and watched as they grew in pure mass. Her creamy thighs became toned as her calves became tight, swelling with power. Her skin took a golden hue as muscle inflated from underneath. The experience was becoming too much for her to handle. Nicole had never felt anything like this before; the raw sexual energy was too much of a burden. She deeply wanted to touch herself as her mind was now flooded with erotic ecstasy. Her tree trunk thighs were thickening to the point where her now unreliable shorts simply couldn't contain the massive amounts of muscle any longer. Her ass swelled and pressed tightly against the back of her waistline, shredding the fabric down the middle as skin poured out from the tears exposing her new plump definition. As her muscles became too much to contain, her front zipper began to unzip itself downward revealing her damp crotch, in which she could feel her clit throbbing against her white panties. Ripping noises filled the room as the as the denim began bursting at the seams. She suddenly had the urge to slightly flex her thighs and put her feeble clothing to rest.

Her toned and massively powerful muscles still trembled, as the only remaining piece of clothing on her lower half was her underwear. Her upper body was soon to follow this trend. Her now huge breasts continued to inflate as they squeezed against her dying shirt. Her arms were throbbing with an undeniable power. She watched as veins began to rise against her skin, followed by a tense inflating feeling that was all too familiar now. Her biceps rose into rock hard solid masses of muscle. She bit her lower lip in delight as she ran her hand over the rising peaks. She even began to pump her biceps in a confident flex, directing more of the fuel that raced through her body into her surging arms. Her neck and shoulders were tensing up as two solid foundations of muscle split the collar of her shirt. Nicole then clinched the collar of her shirt and tore the remaining articles off. Her swelling breasts were suffocating in this restrictive bra so she took the liberty of flexing her pecs, gracefully destroying the bra in one swift motion. She now stood topless rubbing her perky orbs of flesh as she looked in the mirror. The only piece of clothing she had left were her panties, which were fighting a losing battle. Finally her ass swelled to the point where the huge slabs of muscle snapped the panties like a rubber band as they fell to the floor.

Nicole now stood completely naked. She had the body of an Amazon. She was still of mind, but this incredible transformation had made her feel so extraordinary. Only thoughts of pleasure entered her mind. She finally reached down and gave into the aggravating sensation. Her hand slowly traveled down her stomach, sliding fingers past her budging abs and grazing her bellybutton. She then slid her index finger inside herself. Nicole closed her eyes and cried out with slight moans and she repeated this process numerous times, pinching her firm nipples while thrusting more fingers inside her dripping clit. Her eyes shot open as she let out a loud bellow as the moment overtook her. She spasmed as she started to cum in rapidly succeeding orgasms. Every part of her body tensed up as waves of pleasure rushed through her. Nicole shuddered, her heart thundering in her heavy chest. Her knees weakened as the warm waves of pleasure took hold, forcing her to the floor. After so much stimulation and no release, she finally felt pure bliss. She felt reborn as she closed her eyes for what seemed like an eternity.

Nicole now laid naked on the restroom floor. Before she could regain herself, she gasped as a strong feeling of relief hit her. She yawned out as she felt as if she had been given a massive massage. She felt so relaxed and care free. She could have easily fallen asleep right then and there, completely ignoring the fact she was exposed on the cool tile floor. She slowly sat back up and rubbed her forehead. Her vision was now blurred as she could barely see. She remembered leaving her glasses on the sink so she slowly got up to retrieve them. As she put them back on and saw her reflection in the mirror, she was surprised to see that her body had reverted itself back to normal. She immediately felt deflated and depressed. Something had tapped into her and she desperately wanted to know what had just taken place. She then heard faint footsteps drawing closer from the hallway. Nicole quickly jumped into one of the stalls as she heard the restroom door open.

"Hello?... Nicole?…Are you in here?" A voice called out.

Nicole easily recognized that it was Caroline's.

"Caroline, I'm here. I just had… a little accident…"

"Alright… are you sure everything is okay? You were gone for a while and I saw the ink cartridge lying in the hallway and thought something might have happened… Nothing did happen, did it?" Caroline asked Nicole with concern.

"NO! Everything is fine!... I just need to ask a huge favor of you Caroline. I spilled some ink on my clothes and it stained. Would you please run to the gym and get the spare shirt out of my locker... and my shorts too please…and you might as well grab my sneakers while you're there..." Nicole politely asked while shyly sitting on the toilet naked.

"Umm… Sure… I'll be right back..." Caroline muttered while noticing a pair of bare feet curling their toes underneath the toilet stall. She sighs, taking one final look at all of the ripped clothing scattered around the room before heading to the gym...