"Hey!  I see her, she's running this way!"  A girl called to her friends as a small framed girl darted through the woods.

"Get back here you FREAK!"  Another pursuer  yelled, as a couple dozen more girls all changed direction to give chase.

She already wasn't a very active girl to begin with, but Arisa ran for all she could, scared for her personal well-being.  Not a phobia, mind, just the primal fight-or-flight instinct of all living creatures, spurring her on well past her usually limits.  Her arms and legs had gotten all scratched up from the thick underbrush and a couple branches caught her in the face and tangled in her medium length brown hair.  Her lungs burn, muscles ached, and her throat was parched, but still she ran.  Going to school use to be hard enough in and of itself when you were a teen, so something like the Lowes wasn't making it any easier.

"Why always me!?"  Arisa thought as tears welled up in her baby blue eyes, a small shriek escaping her lips as another branch caught her in the face causing her to stumble.  She lost her footing, tripping over a log and fell to the ground, her body no longer responding to her commands to run as her pursuers quick caught up to and surrounded her.

"Hey there, bitch face."  One of the girls taunted, stepping forward planting her foot on Arisa's back, making sure to grind her heel into the girls spine.  "Where do you think you're going?"

"Please, stop Fran."  The tormented girl begged, sobbing and winching in pain.

Another of the girls walked over and kicked Arisa harshly in the side, causing her to roll over in pain and stare at the sky.  However, the peaceful, tranquil blue soon disappeared behind the slightly pudgy aggressor as she stood over Arisa's face.  Her fingers where hooked under the elastic band of the skimpy piece of cloth she called panties as she pulled them down and crouched over Arisa's face in one movement.

"No, Wendy! Don-"  Arisa tried to plea over to have her bully sit squarely on her open mouth.

"Ha, Fartbreath recognizes me by my ass now, huh?"  Wendy scoffed, clenching her muscles to squeeze out a fart.  "Like it?  It was the lunch you brought today.  Thought I'd share some with you."  She laughed, feeling Arisa convulse under her in agony.

The girls also laughed at Arisa's plight as Wendy stood up and pulled her panties back up.  They all hated Arisa for some unknown reason... well unknown to Arisa.  They all attended a special all girls school for people with some of the more common phobias in the world.  They were divided in classes based on their phobia, though none of the other classes or teachers were told what each classes phobia was.  Obviously nobody dared leak that kind of information.  Arisa belonged to the Acrophobic class, and the girls currently assailing her made up another class in its entirety.  It had been about a month since they began mercilessly bullying her, and always in places where there were no witnesses so they could control what information got passed around.

After coughing out Wendy's flatus, Arisa tried to catch her breath but was unable to stand.  "Why?  Why are you girls so mean to me?"  She cried, knowing that she was going to get beat up again.

Wendy was about to do something again, but another girl grabbed her by the arm and stepped forward.  "Because we can."  She replied, spitting in Arisa's face as she reeled her foot back and kicked the defenseless girl right in her crotch.

Arisa cried out in pain again as she grabbed her genitals.  "Christine..."  She whimpered, curling up into a ball.

"Fuck it, come on girls."  Christine ordered, signalling for her classmates to join her.  "Let's put this bitch in her place and go home already."

"Yeah!  Bitch made me run, now I'm all sweaty."  One girl agreed as they all started to close in on Arisa.

"Fuck it, let's fuck up that pretty little face of hers!"  Other added, picking up the log Arisa tripped over and spun it in the air, causing debris to fly all over the girls.

"Tammy!  Are you stupi-!"  Christine began to chastise her classmate before noticing that a piece of debris on her arm started moving.  Her eye shot wide open as her brain registered the creature and she couldn't help but scream.  "SPIDER!"

Immediately all the girls ready to abuse Arisa freaked out, realizing that they too had spiders crawling on them now.  Tammy looked at the log she was holding to see the arachnid terrors emerging from their home and promptly tossed it away, but it was already too late.  Before any of the girls could even run away most of them shrank down and disappeared into their uniforms.

Still sore, Arisa thanked her lucky stars as she sat up.  She brushed the few spiders that were scurrying along her clothes off and looked around to see around twenty discards uniforms and three terrified girls backing away from any obvious spiders they could see.

"So you were an Arachnophobic class?"  She asked, though the answer was obvious enough by this point.

"Oh shit!  Ah, please Arisa, help me!"  One of the not shrunken girls asked, tearing up as she back up against a large tree.  "I'm sorry, I never wanted to bully you."

"That's right!  It was all Christine's idea."  Another tried to justify, clinging to another classmate trying to kick the spiders away.

"I just didn't want to also get bullied!"  The third confessed.

Steadying her breathing, Arisa looked to the other girls, then to her feet.  The spiders were encroaching on them all, but she didn't really care too much.  She figured these spiders were too small to harm a human and instead smiled.  "You girls do know how dangerous it is now, right?  Me knowing your phobia."  Instantly Arisa felt control shift.  These girls wouldn't be able to bully her anymore.  No, in some sense of the word, she now owned them.  "And honestly, I don't hate you for bullying me out of some kind of self-preservation, Gina, Eva, Joshlyn."  She added with a sweet smile.

"R-really?"  The three girls asked.

"Yeah, really."  Arisa admitted, kicking some spiders onto the girls without hesitation.  "I just hate you girls in general!"

Shrieking in terror, Gina, Eva and Joshlyn could barely take a single step backwards before getting hit by airborne arachnids and vanishing from sight.

Arisa smugly smiled to herself and quickly scared the spiders away before addressing her bullies.  "Okay girls, I scared away the spiders.  Get out here now or I start stomping on your uniforms."  She ordered, waiting to see movement from within any of the piles of clothing around her.  It took a couple seconds, but one-by-one the shrunken girls crawled out of their uniforms, each making some kind of effort to cover her now nude body.  "Okay, now line up in front of me, tallest to shortest, and I'll think about not abandoning you tiny bitches here."

The thought of being left in the wooded area in their shrunken state was not something any of the girls wanted, especially if they had the misfortune to run into more spiders.  It would practically be a death sentence, so most of them did as they were asked.  Soon, Arisa had 23 of the 26 girls standing in front of her ranging from roughly 4 inches tall to half an inch, the only outliers being Fran, who now stood 6 inches tall, Wendy at 8 inches tall, and another girl, Tessa, who was about a foot tall.

"What?  You think you're still in charge or something?"  Arisa asked the three coldly, rummaging around in her school bag for something.

"If you abandon or hurt even one of us, the others will rat you out, freak!"  Fran shouted defiantly.  "Now quit putting on the tough girl act just because you're bigger than us now and get us the fuck out of here or I swear to God-"  She threatened, beginning a little tirade only to be cut short as Arisa backhanded her into a tree.

"Fran!"  Both Wendy and Tessa exclaimed, running over to their friend.

"Fuck you, bitch.  No, you are going to listen to me or I'll crush you under foot and move on with my life."  Arisa said, pulling out a can of spray glue.  "Now the rest of you cover your faces unless you want to eat glue."  She ordered, pointing the can at the line of girls and spraying them front and back.  A thin layer of glue coated each of the girls and quickly dried.  "Okay, I think I have enough room for most of you in my bag."  She explained, as she turned quickly and sprayed Fran, Wendy and Tessa as well.  She then started picking up the shrunken girls one-by-one and dropping them into her school bag.  After the 19th one, despite having plenty of space for more, she closed the bag.  "Sorry girls, that's all the space I have.  Guess I'll just have to leave you here."  She taunted, standing up to leave.

"No!"  The four girls cried out, running over to Arisa and grabbing her shoe.  None of the remaining girls were taller than 2 inches tall, so they couldn't really do much to stop her, nor could they effectively hold onto her shoe.

Smiling, Arisa crouched down and scooped the girls up in one hand.  "Well, if you're okay with riding somewhere other than my bag, I suppose I could bring you with me."  She said, eyeing the scared girls.  "I suppose I should thank you in some way Tammy, since it is thanks to you you girls are in this position to begin with."  Arisa reasoned, plucking the tiny girl from her hand.

"Oh, thank you Arisa!  I swear I'll never bully you again!"  Tammy said, hugging Arisa's fingers as best she could.  It wasn't until she was in the shadow of Arisa's butt, getting lowered below the girl's skirt, did she realize something was off.  "Wh-what are you doing?  Where are you putting me?"

"Right where you belong."  Arisa stated plainly, using a finger to pull her panties aside and shoving the tiny girl as deep as she could in her buttcrack, pausing only after she felt a light tickingling on her sensitive backdoor.  Releasing her panties and patting her bottom a but, Arisa hummed happily and then looked back to the three girls left in her hand as they huddled together and shivered in fear.  "Aw, what's the matter?  It's better than being left here, isn't it?"

"Y-yes..."  One of the girls replied.

"No need to be so scared Kathryn, I probably won't hurt you."  Arisa said, and wanting to actually comfort the girl.  "Though if I did, it's not like you could stop me."  She added, picking up another girl.  "Kim, you can stay in here."  She stated, dropping the girl down her collar and into her cleavage, jumping a couple times to let Kim sink deeper a bit.

"Feel powerful, you ugly whore?"  Arisa heard off to the side.  Glaring, she saw that Wendy was shaking her fist at her threateningly.  "Don't get use to it!  I swear when we get big again I'm going to ruin you!"

Her attention now diverted to the defiant three, Arisa stuffed the other two girls in her bag and walked over to Wendy.  "Does it look like I care about any of that?"  She asked, easily picking the girl up in one hand.  "Actually, I think you have more pressing issues to concern yourself with, Wendy."

"Like what!?"  The shrunken girl questioned angrily.

"My lunch today, it was one of my favorite dishes.  I think you should share what's left of it with me."  Arisa stated calmly, smiling darkly.

"I can't even if I wanted too, which news flash, I DON'T!"  Wendy shouted.  "I ate it all!  Every last piece.  There's nothing left for you to eat."

"Hmmm... so my lunch is inside you right now?"  Arisa asked.

"Damn straight it is!  I'm sure as shit haven't shit it back out yet!"  Wendy replied.

"Then there's no problem."  Airsa concluded with a smiling, lifting the 8 inch tall girl over her head.

"What are you talking abou-!"  Wendy began to say before looking down and seeing Arisa open her mouth wide and slowly begin to lower her.  "Wait!  No, you, you can't be serious!"  Wendy cried out, trying to wiggle out of Arisa's grasp and get away.  Arisa responded by grabbing Wendy's feet with her free hand and guiding them into her moist maw.  "Stop!  What are you thinking?!"

Pausing for a moment, Arisa pulled Wendy's feet out of her mouth and smiled.  "Currently?  How happy I am that I used a non-toxic glue on you girls and how you're going to replace my lunch for me.  You have only yourself to blame that I'm starving."  Arisa explained and then as if on cue her stomach rumbled.  "Now my Mom taught me not to play with my food, so... yeah I'm just going to eat you now."

Without hesitation, Arisa shoved Wendy's feet back into her mouth, sealing her lips around her ankles tight.  She immediately began sucking the shrunken girl in like a giant string of spaghetti.  "No!  No!  You can't!  The others will tell!  This is murder, this is cannibalism!"  Wendy pleaded, realizing that her feet were already getting pulled by Arisa's gullet and that the girl wasn't joking around.

Arisa's tongue caressed and molested Wendy's legs as she swallowed more and more, working her way to the girls sex and juicy rear.  A thick coating of saliva washed the spray glue away and Arisa was surprised by just how good Wendy tasted.  She sucked on the girl's legs a bit more, playfully probing the tiny pussy in her mouth until a new taste spread across her tongue.  She felt her own sex heat up, and the tiny girl her had lodged in her ass wasn't making her feel any less horny.  Swallowing more and more, since her stomach was begging for food, Arisa gulped down Wendy's stomach and breasts with ease.

With only her head and shoulders left outside of Arisa's mouth and throat, Wendy continued to struggle to the very end.  "No, no, no, no, no!  You can't!  This is... this is..."  But before she could finish her sentence she was dragged into Arisa's mouth which was followed by a loud, deep 'GULP'.

Licking her lips and tracing the lump of Wendy's body down her throat, Arisa patted her stomach and let out a satisfied, girlish burp.  "... Delicious."  She purred, happy to finally have something in her belly.  She could feel Wendy struggle, wiggle and likely punch her from within her stomach, but it only pleasured her more as she drank in the fact that she had complete control of Wendy now.  "Thanks for giving my lunch back Wendy, too bad for you you have to join it."  She taunted, poking the tiny girl through her belly before lowering her gaze to Tessa and Fran.  "Now, for you two."

"Get away from us you... you monster!"  Tessa demanded, tears flowing as she wept from her classmate.  "You ATE Wendy!"

"Yeah, I'm a little bothered by that too."  Arisa admitted, easily grabbing Tessa and Fran in each hand.  She walked over to Wendy's uniform and dropped Fran roughly on it as she sat on top of her.  "But I think you're the perfect size to help me deal with it."  She explained, pulling up her skirt to reveal the wet spot in her panties.

"Are you fucking insane!"  Tessa insulted, wiggling like mad to break Arisa's grasp unsuccessfully.

Ignoring her protests, Arisa pulled her underwear aside and rubbed Tessa against her swollen labia.  The pleasure was immeasurable as Arisa felt waves of endorphins flood her body.  "No, not using you would be insane!"  Arisa stated, making sure to grind Tessa's face into her womanhood thoroughly.  Her hips quivered uncontrollably, impatient to feel the shrunken girl slide inside.  Arisa wasted no time, she was more than prepared, and thrusted Tessa into her pussy.  She fell back in ecstasy, arching her back and lifting her hips into the air as Tessa's legs kicked furiously from her love hole.  She clenched her glutes tightly around Tammy and Fran, pulling Tammy into her anus a bit and breaking a couple of Fran's ribs.  The desperate struggles of those two only spurred Arisa on more as she dropped back to the ground, Tammy's tiny body getting shoved deeper still by Fran unintentionally.  She grabbed Tessa's legs and started pumping the tiny girl in and out of her engorged sex faster and faster, a small part of her mind aware that Wendy's struggles were getting less and less pronounced.  Everytime she pulled Tessa out, Arisa's rear would lift off the ground a bit only to slam back down when she shoved the shrunken girl back in, which subjected Fran to more abuse.

There was nothing to say, not that Arisa could through all the pleasure she was feeling, as Arisa moaned and panted like a beast in heat.  To her, Tessa was nothing more than the best dildo she had ever used.  Her humanoid shape felt so different from a normal dildo, her breast, ass and arms rubbing in places and ways only something shaped like a human could.  As she reached climax, Arisa shoved Tessa as deep as she could, completely consuming the girl with her sex as she released a torrent of hot girl cum over Wendy's old uniform.

Breathing heavily, Arisa pulled Tessa out of her pussy and examined the violated girl.  Tessa had passed out, likely during her little masturbation session but she couldn't be sure, and was dripping in Arisa's sexual release.  Her lips curled up into a smile at the sight of one of her former bullies and she gave her a quick kiss on the head.  "Oh, now that was amazing, little Tessy."  She complimented, lowering the unconscious girl back down to her sex and inserting her feet first this time, leaving just her face sticking out and pulled her panties back in place.  "We'll have to do that again... like everyday."  She added, patting her crotch.

Laying in the afterglow of an amazing oragsm, Arisa was reminded of her other schoolmates under her rear by Tammy's struggles.  She could tell, Tammy had gotten herself wedged firmly in her anus, and was likely fighting to pull herself free of the dirty hole.  Standing, she glanced down at Fran, who despite having just been battered, bruised and thoroughly beaten by Arisa's ass, was barely conscious.  "Just a sec Fran, I think Tammy wants me."  She teased, bending over and pulling down her panties to reveal her ass.  "Tammy, I didn't know you loved me butt so much!"  She said excitedly.

"Arisa!  Get me out of here!  I don't want to see the inside of your ass!"  Tammy begged, feeling the ring muscel around her waist tighten.

"No?  Well I think you just haven't given it a chance.  Tell you what.  I'll shove you inside for a few weeks and if you still don't like it in there after that... well we'll see."  Arisa bargained, hovering a finger over Tammy's head.

"No!  Please, Arisa, don't do this to me!"  The tiny girl pleaded.

"Great!  See you in a few weeks, two months tops if I forget about you."  Arisa concluded, shoving Tammy past the threshold of her anus.  "Not sorry in advance."  She added, plunging Tammy in up to her third knuckle before withdrawing her finger and feeling her colon hold her in place.  "Mmmm.  Oh, and make sure to say goodbye to Wendy when you see her."  She could feel Tammy try to crawl out but was unable to fight against the strength of her bowels as she was instead pulled deeper still.

Turning around, Arisa crouch down and pick Fran up by one arm, causing the once intimidating bully no small amount of pain.  "Geeze, a girl my age with three lives in my belly already.  The youth of today are so irresponsible, don't you think?"  She teased, poking Fran harshly.  "You know, you brought this on yourselves.  I'm not going to be merciful with the rest of them either.  All because you and Christine convinced them to torment me.  But that's none of your concern anymore, is it?"  Thinking for a moment, she considered what to do with Fran.  She could just leave her here to die or get eaten, but then she wouldn't get to witness it herself.  She could just throw her into a tree or on the ground with all her might but that wouldn't satisfying enough, and crushing her under foot or with her butt would be too messy.  Shrugging, Arisa raised Fran above her head and dangled her over her mouth.  "Wendy was really filling, and this isn't very original but I think I'll just eat you too.  I'm not really hungry anymore but whatever."

Fran's body was far too broken to even try to fight, and was easily swallowed by Arisa.  Once more the girl traced her meals descent into her stomach, only to be reminded that she had a tiny girl trapped between her breasts.  "Oh, right, Kim.  I forgot all about you."  She giggled, squeezing her breasts together a couple of times.  "I suppose I should get rid of the evidence..."  She thought aloud, collecting the shrunken class's belongings.

She stuffed their uniforms into their bags with their school supplies, but found a few cute sets of bras and underwear that she decided to keep.  She'd just have to wash them when she got home, but couldn't help but take joy in the fact she'd be trapping some of the girls in her bag with their dirty underwear.  She also collected all the money in their purses and wallets, as well as any makeup she liked, before finding a small but surprisingly deep pond to throw everything into.  She added some rocks into the bags to make sure they'd sink, tossed them in and headed straight home.

The Arachnophobic class had 26 students in it, two less now that they'll be digested by her before the day is done, with one lodged deep in her ass, another pleasantly filling her pussy, and the third buried in her breasts.  On the way home, if not for her injuries Arisa could have skipped all the way, pondering how she'd use the other 21.