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Not sure about the title, and needs some major clean up, but hope you all enjoy.

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“Alright we see Issei and all of his girlfriends leave the school earlier. Now is the perfect time to go in there and investigate the clubroom.”

Most of the students in the halls had left and anyone remaining would be too focused on the clubs. They had watched the ORC waiting for the moment where they would be able to sneak into the room.

“Right today is the day we learn how Issei’s life has turned out the way it has. There has to be some secret or something for why he is getting all of the sexiest girls at school.”

“If he thinks he can just hide how he’s doing it from us, he has another thing coming!”

“Once we find out his secret then we will be able to get some girls for ourselves too!”

Perverted grins formed as the two of them imagined some of the beautiful girls surrounded them. The kisses they would earn, the way people would rub up against their bodies, all of it made their blood rush through their bodies. “Maybe we could get a couple of the girls away from Issei when this is done.”

“Man I would love to get a feel of those breasts pushed up against me.”

“I wonder how Issei would feel seeing tem hang off of us? The tears he would have if they were able to turn his trick on them would be something else.”

The two of them made their ways to the ORC building, trying to look as casual as possible. Right when they stepped innside, they rushed to the entrance, their hearts pounding in their chests. Matsuda was about to ram into the door, but Motohama grabbed his hand.

“Wait…we have to be careful about this. The last thing we need is to wind up the Student Council President’s bad side.

A shudder came over the pair as they imagined being left with her for a disciplinary action. Both of them had heard what she had done, and didn’t need to get into any more trouble then they usually did with her.

Matsuda and Motohama peeked into the room and to the glee of both there was no one inside. Both of them grinned as they did, making sure their steps were quiet.

Both of them were surprised by the opulence from the room.

Matsuda said. “How the hell does all of this stuff relate to the occult?”

“I think the real question is why does the occult have a kitchen in the corner. The couches I can understand, but a kitchen?

“It has to be because the principal's daughter run this place.”

Motohama stopped when he saw a bathroom in the back of the room. “Dude they even have a damn shower in here!”

“You got to be pulling my chain?” Matsuda ran over and much to shock, saw he was telling the truth. “Why would they put a shower in here?”

“It has to be part of some naughty scheme or something! It’s the only way they could have something like this installed.”

Motohama said. “Of course. That would make sense! Damn, even at school he has to go and try to do something like this. What sort of pull does he had to get something like this installed at the school?”

“We have to go and look for something. There’s no way he doesn’t have something like that here. Not with how much it is needed. Whatever it is, it has to be something big to get something like this done.”

The two looked around the room, trying to find something incriminating or suspicious, but no matter how hard they looked, there was nothing that seemed off or incriminating, aside from how strange it was to find something like this here. Another door in the corner of the room caught their attention.

“Let’s see what is behind the door. Maybe we will have a little more luck there.”

The two of them opened another door in the corner and saw a large storeroom filled with various items inside. Some of them from various outfits, weapons, and dozens of other items here.

Matsuda said. “What the heck is all of this stuff?”

He picked up one of the items and frowned at the items. “Do you think Issei blows all of his stuff on this cosplay stuff and that’s why?”

Motohama picked up one of the swords and was thrown off by the weight. “No way, this feels like a real sword. Why would they have something like this here?”

Matsuda said. “How the hell could he afford something like this?”

“It had to have happened before he got the new mansion. Maybe it’s just props that he got for them or something. Some supposed cursed artifacts so he could ensnare the girls and have his way with them.”

“We both know magic isn’t real. Though if he did set some stuff maybe, he scared them enough to the point he fell for them.

“Nah there has to be more to that. I bet he has to use some drug or something. Maybe a special cologne.”

Motohama picked up a sword and waved it around. Despite knowing nothing about weapons, he could tell the blade was finely made, even though he knew nothing about swords. A zap came from the sword and Motohama dropped it. “What the hell?”

Matsuda stopped when he saw a large golden headdress standing off to the side. “What’s got you freaking out?”

He picked it up, imagining one of the girls wearing it. A shimmer of gold came from the headdress, making Matsuda let go of it.

“Dude this headdress just lit up?”

“This sword did too!”

The two of them stared at the artifacts as if they were bombs about to go off. To their shock they saw another arc of electricity and light came from them, much to their shock.

Motohama gulped. “Maybe there is something more related to this magic stuff then we gave it credit for.”

“Whatever, just keep looking around. Maybe if we take something small enough we can take it back with us and then boom. If there is more to this magic thing, then that has to be it. If we can find whatever is making it so he can win their hearts, then we can too. Once we do, we will have our own harems of busty girls for us soon enough.”

Any sense of unease the two of them had diminished as their fantasies took over again. A bright blush formed  on their faces as they imagined them being swarmed by lovely ladies, eager to please. Sweat formed on their bodies as they imagined their bodies being pelted with kiss after kiss from lovely girls. Blood rushed through their bodies, making parts of them stand at attention. Perverted giggles came from the pair, but it still continued to get harder.

Matsuda said. “Hey is it just me or is it getting hotter in here then it should be?”

Motohama pulled on the collar of his shirt. “I…I think you might be right.”

Matsuda scratched his arms, as an intense itchy feeling came over them. Motohama followed his example moments later and scratched at his body. Despite both of their efforts, the itchy feeling over them worsened with every scratch.

Both of their arms thinned, losing some of their girth. A slight trim appeared in them as they did, refining. Their nails sharpened as they legend and gained a more feminine appearance. A slight purple sheen appeared on Motohama’s while Matsuda’s gained a slight pink. Cracks came from their hands thinned, the calluses on their digits disappearing. Another pop came from their wrists as they adjusted. Gone were any trace of their masculine limbs, now there was only dainty womanly limbs befitting a young woman.

“Oh man, I’m not feeling so good right now.”

“That makes two of us.”

Motohama examined his hands, thrown off by the new slenderness of his digits.

Matsuda’s hands balled and unfurled as if they were trying to wrap around something. Horrified curiosity made him look over at Motohama’s and saw they were going through the same thing.

A pop came from their shoulders, making them rub them. Gone was the girth they were used to having and now there was only thinness to them that made them look even more feminine.

“Something’s wrong.”

“I know, but…”

Despite knowing something was wrong, there was still a sense of ease. With every rub of their hands against their new bodies, they felt more at ease. A sense of certainty came over them as if they were feeling something familiar again.

“It feels nice to do so.”

“But there is something wrong. We both know it. They shouldn't feel so nice, and comfy.”

Gurgling noises came from their stomachs, as their insides twisted. Both of them struggled to keep their expression under control. Despite all of their efforts to keep their expressions composed a slight green entered their cheeks as it went on. The flab the both of them had on their stomachs reduced as it tightened together. Gone was any of the blubber they might have had before the transformation began, now there were only smooth flat stomachs people would have been able to eat off of without any issue.

Motohama ran his hand down his stomach, thrown of by the smoothness it had. “Holy!”

Matsuda did the same. It was so jarring from what he was used to that he grabbed a handful. There was not even a hint of a wiggle from it as he pulled. Only toned muscle that made it impossible for him to look away from it.

“This is so weird from me man!”

“What the hell kind of stuff is this? Do you think this might be how he got his muscles.”

“It would explain how he would get all of the muscles. I never saw him train and there is no way he would be able to bulk up as fast as he did.”

The sides of their moved closer. A curve appeared on the side of them, making their breathing pick up. It looked as if someone had forced the two of them to wear an invisible corset with how small they were now.

Motohama and Matsuda panted, staring at their transformed waists. Neither of them could believe how much more it had changed. Matsuda ran his hands over his waist, stars entering his vision. When his fingers touched them, he pulled his hand back as if something had snapped at him.

Motohama said. “No! I can't look at this anymore!”

Matsuda let go of his shirt and, letting it fall to the side. Yet no sense of comfort came from it.

He pulled on his cheeks, and pain went through his body. Redness filled his cheeks as he pulled harder yet refused to let go. The skin slipped from his fingers and while his hand was sent flying from the sudden release it did nothing to calm him.

Motohama pleaded. “Please let me wake up now, and let this be a dream of some kind.”

Time passed and yet neither of them were anywhere else. Their lungs felt like they were going to explode out of their body. Right when they took another breath, they stopped as if their was something blocking their air way. Small moans and groans came from them as they tried to fill their lungs again, but no longer while

Their cheeks inflated as they struggled to keep themselves under control. As the air in their mouths rolled from side to side, their faces softened. Every bone in their face let out a small little crack as it got smaller. An angular shape appeared while their lips swelled.

Motohama said. “Something is wrong with your face? It looks different.”

Matsuda gaped. “Y-you’re the one who has no room to talk. Your face is completely different from what it used to be.”

Both of them ran their faces over their hands and were horrified by the different features they were feeling. The softer plumper lips made them squeal as they struggled to make sense of them. Matsuda pulled on them and the softer lips made him shudder as a bolt of glee went through them.

Motohama squealed. “I don’t care what excuse you think of! This has to be magic! With how our faces are changing and arms!”

“We need to call Issei! Maybe he can put a stop to whatever this stuff is.

No if he does then he could be everything worse! Besides, maybe we can turn things around. We can’t run the risk of ruining our hange to get a harem of pretty girls because of a little fear.”

The thought of them getting with more pretty girls filled their hearts with courage. Both of them clenched their hands and brought their arms together. In unison they said. “For the wonderful tits we have to keep going!”

Popping noises came from their legs as they shifted. Cracks noises came from their feet struggled against the confines of their shoes as they got smaller. Their calves refined as they lost the flab around them. Definition appeared in them as they refined, despite their lost. Long slender legs attached with sexy thighs.

Both of them stared at each other, their composure remaining despite the oddity of the situation. Yet their hearts pounded in their ears, and they both had a blush on their face.

Unlike the rest of their legs, their thighs ballooned. A curve appeared to their pants as they adjusted or their new width. The two winced and pulled on them, trying to gain some measure of relief, but no matter how hard they pulled it only worsened. Only when they had become ripe plump thighs, that were twice their original size did they stop.

“This has to be some sort of joke or something? Maybe we sucked in some sort of gas or something and we’re hallucinating.

“You think what we’re feeling now just some sort of fantasy or something like that!” Motohama grabbed Matsuda’s thighs and he yelped as as a burst of heat went through them. “This is happening to us.”

Motohama took his hands off Matsuda’s and groped his thighs, while Matsuda felt his own. The two of them squeezed their thighs and gulped at the softer exterior they had now. Soft flesh surged between their fingers and a slight trail of pleasure did as well.

Matsdua trembled, whimpering. “What’s happening to us? How much more crazy is this going to get?”

“This has to be part of…whatever Issei has been doing to get all of the girls.”

“Wait do you think he has been transforming people into sexy girls?”

The thought made the two of them pause. Both of them tried to recall moments of any boys they might have been, but no matter how hard they tried to recall an oddity, neither of them could.

“He has to be! It’s the only way he could get any girls to fall in love with him!”

“I knew he was a bastard, but to think he was a monster and held out on us like this!”

The panic surging through their bodies eased, the more they looked over their bodies. Every new curve they had gained felt famiae. With every rub they relaxed despite know something was off about them.

“We…we did a lot of work to get like this right?”

“I…I remember us working out together and all, but I can’t say…”

Both of them could recall working out together and training. At the gym, lifting weights, exercising at school. Some of the pars the two of them had. The number of times the two of them began beating up Issei for when he was perving on them.

Motohama recalled the last time he had been training and having to deal with Issei and the numerous attempts he had made to spy on them. “I still can’t believe how far he has come.”

“Perhaps…perhaps seeing how durable he was did get my interest.”

“With how determined he was, it's easy to see how he could grow so quickly as a Devil.”

Motohama blinked, confusion overwhelming his senses. Information filled his mind, making him recoil. A groan came over him. Right after, all of the pain disappeared as it assimilated all of the information it had gained.

Matsuda said. “Well I guess we can trust Issei’s perversion to help him grow so far. With how Devil’s operate its the best thing that could have happened for him.”

Light purple streaks appeared in Matsuda’s hair and grew, while Matsuda’s hair grew and gained pink strands. Their hair went past their shoulder blades and trailed against their backs. Motohama’s hands gained a slight hairband, keeping it bound in a low ponytail. It whipped the back of their necks, and they shuddered in glee as if someone was running their hands down their bodies.

Mothama grabbed the new mane of hair he had, frowning at the softness.

“What are you talking about…It’s..it’s always looked like this.”

“No.. It didn’t look like this for a long time.” Motohama opened her mouth to say something, but stopped. The words he wanted to say were on the edge of his tongue as he tried to think of something to say, but they twisted on themselves. “Right, something must be off with me for now.”

“Are you sure your hair was always so pink?”

Matsuda grabbed her locks and mulled them over. The softer locks of hair were brighter. “Of course it always did.”

Despite that, Matsuda couldn't help but frown as she played with her hair. She examined Motohama’s jair and found more solace. Something about its bright pink shade like a sakura petal made her relax.

Both of them calmed slightly as they stared at the other’s altered hair. They ran their hands through each other's hair admiring the softness of it. Neither of them could deny there was something mystifying about it that drew their attention.

“I don’t…wait.”

“Do you remember back when we first started and some of the boys would stare at us?”

“I do remember those days too. I will admit those were some amusing moments.”

Some of the earliest reactions of some of the boys who saw them, including Issei, only for his shock when they found out he were boys.”

“You know I still got a picture of his look of shock when he had that discovery of us being boys.”

“Wait boys? What are…you…talking…”

Heat surged between their legs. Their members entered their bodies in one quick motion. Arousal shot up their spines and went through their bodies. Right when their new entrances formed, their balls entered their bodies.

“Gahh!”

Both of them reached down and gulped when the tips of their fingers brushed against their new entrances. They rubbed against them, their body heating up the more they held the other.

Their new holes were moist and eager for anitpcation. Tired groans came from the pair as they recovered.

“Hey Matsdua are you ok?”

“Matsuda…whose Matsuda…Moto…Wait what’s your name again?”

Motohama said. “It’s Raiden. You’re name is…Yae? Right it’s Yae Miko.”

Again a sense of self returned a the name registered in her head. Numerous instances of being called that name. Yet for a moment the two of them frowned, a sense of unease at the names, not sure at them. The more they looked back on them, the more certain they felt that was

Both of them failed to think of anything else it could have been.

“I want to say it’s something else but…”

“Just…relax. We’ve always had these names right?”

A twinge of desperation was on the edge of Yae’s words, which Raiden also felt. Despite how right they felt, there was something about them that make them quiver in worry.

A snapping noise came from their hips, making them loose whatever sense of balance they might had. Both of them shuddered and held onto to eachother in order to keep their balance. Arousal shot through their lower bodies, making them yelp. The two shimmied from side to side as they struggled, unable to hold back their arousal, surging through their bodies. Like a beacon it called out to them and they saw broad striking hips.

Yae placed her hand on Raiden’s hips. “Man you came a long way from when we kids.”

Raiden scoffed. “You say that as if you are the only one who has grown that way.”

More heat surged through their body, they arched their spines in eager anticipation. Both of them groaned, the blushes on their dances darkening further as they could feel their behinds swelling. The cheeks gained a stronger tone as they swelled. Despite how large it had become, there wasn’t a hint of fat from their behinds.

Right when their behinds had finished becoming prominent bubble butts, their pants morphed. The legs of them merged together and formed into the same magenta-colored skirt the rest of the student body wore.

Both of them leaned against the other trying to keep themselves under control. The soft feeling of their hair and bodies against the other made them relax.

Yae giggled. “My, it isn’t just those hips, but that butt as well. You got plenty to bounce around as well.”

Raiden sighed, a hint of pink on her face. “You aren’t the only one who has experience quite the bit of growth.”

She forced herself off and pulled Raiden closer to her. Unable to tear her eyes away from her friend’s bust. With a giggle she pulled Raiden’s skirt up, exposing her far more developed rear.  Before Raiden could try to get away, Yae brought her hand up and groped her posterior.

“I’m pretty sure I would remember if you didn’t have a butt like that. It’s so squishy in my hand that I can’t bring myself to stop playing with it.”

Raiden scoffed. “It is not a toy for you to play with. Cease”

“Nah, I want to keep playing with it.”

Raiden brought her hand around and spanked Yae on the butt, making her yelp. All of the stability Yae had disappeared and they fell onto the ground. She rose her ass up in the air, her buttocks rose and the skirt doing nothing to hide the curve of her bum.

“If any of the boys saw us right now, they would probably go wild.”

Raiden scoffed. “Considering Issei, he would probably pass out if it wasn't for Akeno, Rias, and the rest of the girls showing off from time to time.”

“That isn’t going to stop him from enjoying the sights.”

Yae giggled. “Nor will it stop me from admiring your fair mountains.”

Both of them groaned as they could feel their chests swelled. Small lumps swelled and grew into noticeable orbs. Both of them were forced apart as they continued to expand like ripe loafs of dough in the oven. With every added centimeter added to their chests, more of heir energy was zapped away from them. Their breasts finished growing when they had become a massive E-cup to rival the bustiest members of Issei’s harem.

Yae yawned, and struggled to keep her eyes open. “So sleepy right now.”

“Yes…Once we wake up then we can continue our search for ways to get Issei’s attention.”

The two nuzzled against each other, their boobs mushing against each others. Small snores came from the pair as they snuggled closer to each other, taking comfort in the warmth of the others.

Epilogue

Yae and Raiden stared at themselves in the mirror, making sure their attire was perfect. Yae pulled the cups of her leotard as best she could. Yet despite her efforts they went back down moments later.

“Do you think I could try and prop these breasts up a little more?”

Raiden scoffed. “Not without them popping out of there.”

Her face morphed into a wistful look ignoring the rest of the world, as she thought back about the past few months.”

“Hard to believe we are in this spot now isn’t it despite how long it has been since we joined.”

Both of their magical abilities had been discovered by Issei and had joined his peerage not long afterwards. Back then neither of them could think of a good reason why they should not do it. The opportunities they had been given with their new physiology was too much for them to pass up on.

Yae giggled. “I have to admit I knew Issei knew how to have some fun, but I didn’t ever think it would ever lead to something like this. Though, I’m not going to complain. It means we can have all sorts of fun in the future and never have to worried about being bored.”

Both of them stared at the rest of their competition, and admired the bunny suit clad forms of those around them. All of them had a body comparable to their own. Everyone of them had their cleavage displayed in one way or another.

Yae smirked. “Do you think it would be possible to snag a few pictures? If I could get enough I’m sure I could make a killing in the human world.”

“Perhaps. Though how much of it just that? Do you perhaps have another reason why you want them?”

Miko grabbed Raiden’s boobs who jumped and her cheeks gained a slight dusting of pink. Raiden’s face twitched with every slight grope Yae did.

“Even if we aren’t the biggest I’m here, I know the two of us will be able to get quite a few looks, especially if we do something like this. Do you think we would earn a few points if we did.”

“Some might take offense, but I will admit it is a possibility.”

“All’s fair in a competition  and it wasn’t said anywhere in the rules that this isn’t legal I’m sure.”

“Ladies, the competition is about to begin! Please take your positions for the opening!”

As one all of the bunny girls moved to take their spot by the sides of the stage. Yae wrapped her arms around Raiden’s shoulder as they joined the bunny line.

Yae said. “Well, it looks like it's time to put on a good show. Make sure to bounce your bust enough. With Issei being one of the people proctoring that sure to earn us a couple of points.”

Raiden nodded her head, already planning to do so. Considering what she had seen, the rest of the people watching, if something like that were to happen then it would probably be a good win.

‘Plus it would throw Yae off as well. Let’s see how she likes being on the receiving end for once.’

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