From the moment he stepped onto the basketball court for practice, Nick wished he had just gone home instead.  He saw his teammates staring at him, even laughing as he grabbed a loose ball and approached the basket.  He refused to acknowledge their snickers around him as he lifted the surprisingly heavy ball to his chest.

Nick heaved the ball upwards.  But he underestimated the distance, and the weakness of his arms.  The ball grazed the bottom of the net and fell to the ground.  A round of laughter, at his expense.  The rest of the team had by now stopped shooting to watch him pick up the ball and trudge embarrassedly back onto the court.  It infuriated him how they weren’t even trying to hide their amusement, stepping back and waiting for their “star center” to shoot again.

Nick knew he had to prove he could at least make a bucket, to regain some shred of respect from them.  He elected to get a running start and go for a layup this time, to give the ball an extra boost.  He started from the free throw line, running with the unwieldy large basketball in his hands, preparing to heave.

But then, out of the corner of his eye, he saw a huge figure bearing down on him.  It was too late to react; he had to the shot up anyway.  He left his feet, throwing the ball upwards, but at the same moment, the large figure to his right jumped as well … WAY too high and fast for him to have a chance …

Nick felt a crushing force from the side, sending his world spinning as he crashed to the ground with a painful “thud,” the ball careening off in the same direction.  By the time he regained his bearings, he saw his teammate, a stocky 6’3” backup center whom Nick had always found to be an easy practice partner in the past … but, needless to say, things were a bit different now …

The kid stood over him a moment and snickered, then turned away without so much as an apology.  Still flat on the ground, Nick watched the rest of the team lose interest in him as well, slapping their center on the back and returning to their warm-ups like nothing had happened.

Nick limped despondently over to the bench, where his coach was drawing up plays on his clipboard.  He eyed Nick awkwardly then said with a sad frown, “Hey there, Nick.  Um … sorry about your teammates.”

‘What?  That’s it?’ Nick thought, indignant that Coach apparently wasn’t going to even reprimand them.

Instead, Coach added uncomfortably, “Frankly, Nick, I’m … uh … a bit surprised to see you out here at all.”

Nick’s eyes narrowed.  “Why?  My name’s still on the roster, isn’t it?” he said quite annoyedly.  He didn’t know what he expected from them; maybe not playing time, but at least some sympathy and respect.

From the looks of it, his teammates wouldn’t be showing him any, but at least his coach might.  “Sure, Nick,” he told him gravely.  “You’ll be staying on the roster.  Can’t change rosters this late in the season.”  He grimaced as he realized how insensitive his comment was.  “I mean, we’d be happy to have you.”  He gave an unconvincing smile and sat on the bench, motioning for Nick to do the same.  Seeing the rest of the team staring awkwardly, the coach called out, “Start with some two-line layups.”

He then turned to Nick and said, with pain in his voice, “Damn shame what happened to you.  Any idea what caused it?”

“No.”  Would he believe the truth anyway?

The coach sighed and said, “Well, we’re sure gonna miss your presence on the court, that’s for sure.  Just gotta hope the other guys can step up.”

“Uh … yeah,” Nick replied, depressed that he wasn’t man enough to play anymore.  Fortunately, though, it was only temporary until Michelle returned him to his old height.  “Well, I’ll be back to normal next week anyways.”

His coach gave him a highly skeptical look and replied, “Uh … yeah.”

“I will be, you’ll see,” Nick assured him again, but the coach remained silent.  “Anyways…” Nick continued with seeming confidence, “I could still help in practice.  You know, guard people, pass the ball around, …”

Coach didn’t make a sound, just looking forward sullenly.  The two of them fell into awkward silence for a time, a silence that was extremely hurtful for Nick.  But his coach eventually spoke up, after much hesitation, “So, um … you know Brandon, right?”

“The ball boy?”

Coach grimaced.  “Yeah, um … the equipment manager, right.  The thing is … he quit a couple days ago.  Too much homework or something.”

“Huh,” Nick replied flatly.  But then he noticed his coach looking at him funny, his hand settling on a rack of empty water bottles beside him.  “Wait …” Nick said cautiously.  “Y-You’re kidding, right Coach?”

Coach sighed, stood up, and picked up his clipboard, his expression heavy.  Without looking Nick in the eye, he told him, “You wanted to help, so …”  He shrugged then blew the whistle, walking over to the team to begin practice.

* * *

Nick was deeply bitter after two hours of doing menial tasks for his team, and his teammates were worse than ungrateful.  He left the gym with a soaked t-shirt after several teammates ‘somehow’ managed to all spill their water bottles on him.  And that hadn’t even been the worst of it.  No way he would return to the team now, not even after getting his old height back.  Assholes.

He entered the front door of Michelle’s house quietly, hoping to sneak in and have some alone time for once.  At least that was one perk of being so small – he could tiptoe around like a mouse.  After shutting the front door silently, he crept towards the basement, figuring this was the best place to escape her notice.

But just as he was about to descend the steps, he heard signs of movement in the kitchen: drawers being opened, the sound of utensils clanking, the turning-on of a radio.  He knew he hadn’t been seen yet – but why wasn’t he heading downstairs??  He really did want some peace and quiet; yet instead he found himself slowly setting his backpack on the floor and creeping ever-so-slowly towards the kitchen doorway.

He had no good justification why; he simply felt compelled to keep moving forward, careful to remain silent.  Finally, he reached the doorframe and looked through.

There she was, in all her glory, her back turned to Nick, preparing something for dinner.  He noted immediately that she was still wearing the same purple button-down blouse and black leggings she wore at school.  But even with her heels off, she was truly an imposing sight; Nick could never get used to looking up at anyone, but only Michelle could make him feel THIS tiny and insignificant.

A new song came on the radio, and Michelle turned the volume up in approval as her body began moving rhythmically to the beat.  Nick’s eyes followed the sway of her hips, back and forth, back and forth … It was at that time Nick realized that he hadn’t quite had the opportunity to appreciate the most recent changes in her physique, having generally averted his eyes at school so she wouldn’t catch him peeking.  But now, with her unaware of his presence, he found himself being much bolder with his eyes.  He began to forget where he was, his mind focusing only on the sway of her wide, curvy hips; the way her round butt jiggled with every change of direction, stretched so tightly against her undersized pants … Despite how bitterly he hated shrinking, he almost found himself admiring the improvement it had caused in her body -- seemingly bursting at the seams with newfound sexuality, her clothes hardly able to contain her anymore …

All of a sudden, her head swung around, her eyes settling immediately on Nick and the stupefied expression on his face, almost like she had known he was there all along.  Nick yelped in dismay and stumbled back into the entryway, mortified to have been caught staring like that.

He heard her heavy footsteps cross the kitchen.  Nick turned and darted to the basement stairs just as he heard her say, “What were you doing there, Nicky?”  He descended the steps in a mad rush, not wanting to stick around to explain the truth.  He held his breath for a few tense moments, but to his great relief there were no more footsteps on the stairs.

He was more than content to stay down there, out of sight, until she called him back up for dinner twenty minutes later.  “How was practice?” she asked when he appeared timidly in the doorway.  Turning, she handed him a plateful of food then walked past him to the dinner table, as if nothing awkward had just happened between them.

He followed her to the table and replied, “Crappy.”  He began picking at his food, not wanting to discuss it further.

Michelle took a bite of her own food and replied, as if making casual dinner conversation, “Tell me about it.”

Nick shot a dirty glance at her.  “I’d really rather not.”

But she probed further, asking him, “What did they do to you?”  He glowered back at her.  Undeterred, Michelle added, “Did they make fun of you, Nicky?  Did they laugh when you tried to play basketball with them, at your size?  Did they—“

“Enough!!” Nick yelled, his face red with anger.  “I said I don’t want to talk about it!”  He stared daggers at her … but then he began to worry he had crossed the line with her.  Oh no …

But Michelle stared blankly at him for a moment, then shrugged and said mildly, “Geez, I was just wondering.  You should really start being more open with me, you know.”  She returned to her food, leaving Nick to scowl at her mistrustfully for the rest of the meal.  He knew she just wanted to revel in his humiliation yet again.  That bitch.

Nick waited silently as Michelle finished her second helping.  She sighed in satisfaction, set her fork and napkin on the table, stood up, and stepped behind Nick.  She leaned down, lay her heavy hand on his shoulder, and told him in a calm, commanding voice, “Now, Nicky, it’s time to study.  I sure hope you brought your homework sheet home…?”

Nick froze.  Fortunately, she couldn’t see his face.

He felt her hand tighten on his shoulder.  “Nicky?  You brought it, right?”

He coughed.  “Oh … oh that.  Of course!”  He gave a nervous laugh.

Michelle rose to her full height and patted him on the head in satisfaction.  “Good.  Now, go downstairs and get everything set up so we can work on it together.  Also take out your notes from class today so I can make sure you learned everything well enough for the pop quiz tomorrow.”

Oh no.  There would be another pop quiz, too?  This was bad …

“O-OK, Michelle.  I’ll go r-right away,” he replied anxiously, rising to his feet, lifting his backpack off the floor and stepping forward, taking one last glance at Michelle who was staring down at him intently with her hands on her hips.  God, she was so much bigger than him.  He forced a weak smile at her then headed downstairs, with each step feeling more and more like he were walking into a trap.

“Fuck …” he muttered anxiously under his breath, dropping his bag next to a couple chairs and a coffee table, where they would no doubt be studying – though with what?  Nick didn’t have anything to study from and he knew it.

“Be there in a sec, Nicky,” Michelle’s melodious voice called down.

“OK!” Nick replied, becoming frantic.  His looked around for something, anything to help him – and then his eyes fell on Michelle’s book bag, leaning against the lab table nearby.  He had to get her homework sheet out; it was his best and only option.  Nick ran forward and opened the flap, then began flipping through her things.  It made him nervous, but it couldn’t be helped.  He thumbed through her class folders until finding ‘Chemistry’.  Hastily pulling it out, he flipped through its contents, but found no new problem sheet.

“Damn it!” he cursed under his breath.  He looked up anxiously towards the stairs – and happened to catch a glimpse of the blue notebook at the edge of the lab table.  He figured he had no other option; he scurried over and took a closer look.  His head barely higher than the tall lab table, he flipped open the folder and glanced at its contents.

It was page after page of equations, formulas, scribbled notes.  “What is all this?” he wondered aloud.  But soon the realization dawned on him – this was it; this was the notebook she had been using to develop her potion, her secret formula which no one else had ever discovered.  His hands trembled at the gravity and importance of these pages.

Thoughts began to spring to his mind – should he … destroy it?  Steal it?  Try to somehow … alter the formula, change its effects??  But, as he flipped through the pages, he realized the futility of this last option – it was far, far too complicated for his mind to comprehend.  It might as well have been written in hieroglyphics.

He heard heavy footfalls on the stairs.  “Shit!” he exclaimed under his breath.  He whirled around and realized he hadn’t put her things back in the book bag yet!  He ran over and frantically crammed the papers back in the chemistry folder – but in his mad rush, he tried to put the folder away open side down, and as he flung the folder forward the papers within all came tumbling out, falling in and around the bag in a disorganized heap.

“What on earth are you doing!!?” a voice boomed from across the room.

Nick spun around to see a furious scowl on Michelle’s face.  Her body was frighteningly huge – and closing the distance fast.

Nick dropped everything and stumbled backwards, his butt falling back to the cold floor in the process.  “I-I-I was j-just … looking f-for your h-homework sheet …”

“What!?  Did I tell you you could look through my stuff!?”  She was so close now, looming ever larger in his field of vision, her expression darkening.

He tried to slide farther back, retreating from her wrath.  But she closed the gap in mere seconds, lifted her right leg, and lowered her bare foot heavily onto his chest.   Nick let out a loud gasp as air was expelled from his lungs.  He tried to wriggle free but he was trapped under the force of her leg.

“I ASKED YOU A QUESTION!” she boomed down at him, putting her hands on her hips in a dominant, threatening pose.

Her size had never looked more terrifying.  He had never quite appreciated the magnitude of her legs because they were so proportionate with the rest of her body, so slender and feminine – but just by virtue of her sheer size and height, her right leg had become, for him, an immovable weight, a towering pole slamming down on him, rendering him helpless.  He beheld it with both wonder and fear – until it pressed down even harder still, forcing him to grunt in pain.

He answered immediately, “No, you d-didn’t!!  I’m sorry!!”  He raised his gaze up, up, past her interminable legs, past her curvy hips, up to her snarling face peering down just over the rounded swells of her cleavage seen through her partially opened blouse.

“Why were you looking for MY homework sheet??” she thundered from far above.  She glanced at the empty coffee table.  “And where the hell is your sheet?  And where are your notes??”

Nick squirmed uselessly under her foot.  “I … I j-just …”  Tears began welling up in his eyes.  Michelle increased the pressure again.  Nick couldn’t take any more.  “I DON’T HAVE THEM!” he exclaimed, his voice strained from exertion.  He began to sob.

“What!?” she yelled down at him.  “You LIED to me??”  Suddenly, the pressure was released from his chest, but only so that she could bend down and yank him roughly off the floor by his arm, standing him on his feet, lowering her head down to his level, and clamping her hand painfully around his tiny biceps.  “Explain yourself!” she demanded forcefully, like a mother to a naughty child.  She shook him roughly, for added emphasis.

“I’m sorry!” he exclaimed through his sobs.  “I j-just didn’t … didn’t take any notes, and I didn’t hear her say about the homework or the quiz or …!”

“What!?  How could you not pay attention in class, when I specifically told you that Mrs. Miller won’t allow any more failure from you.  Are you TRYING to sabotage my grade in the class!?”

“No! I’m—“

WHACK!  Nick shrieked in pain as, out of the blue, Michelle’s opposite hand reached down and slapped him on the ass with brutal force.  Even with his clothes on, the pain was excruciating.  He would have crumpled to the floor if Michelle hadn’t held him up awkwardly by his arm.

She suddenly began dragging his stumbling body by the arm towards the nearby lounge chairs.  “Sit down, and don’t move an inch,” she growled, shoving him into a chair.  Then she turned and marched toward the lab table, only to find her notebook sitting open.  “What, you looked through my experiment notebook too!?”  Her eyes really lit up with fire this time.  “Oh, you’re gonna get it now …”

Nick watched with growing dismay as she started measuring liquids and combining them in a flask.  “Wh-What are you doing??” he asked, his voice quavering.

Michelle answered with nothing but an evil smirk, enough to give him chills.  He could do nothing but sit silently as he watched her mix yet another dark red potion and bring it over to the table in front of him.  “Michelle … please don’t do this …” he muttered weakly, his face contorted in agony.  “J-Just … give me a chance …”

“A chance?”  Michelle paused, as an evil smirk crossed her face.  After an excruciating pause, she purred, “Hmm … very well.  We’ll have a little pop quiz of our own, then.  And if you get all the questions right”—she snickered sarcastically, as if that were impossible—“you can forget all about this little flask here…”  She set the flask on the table – and it looked anything but ‘little’ to Nick.  It might have been the biggest flask of solution she had ever made for them to this point.

“But … what if I miss some?” he asked, not wanting to know the answer.

Michelle simply chuckled and headed back to the lab bench.  Nick shuddered.  He had a feeling her questions wouldn’t be easy.

For a bit of extra fun, Michelle turned and challenged, “You know what, I’ll even let you study for a bit – not that it’ll help you …”  He averted his eyes from her predatory grin, knowing now that he was screwed for sure.

But what choice did he have?  He pulled out his chemistry book and flipped to their current chapter – or was it the next one now?  He didn’t even know.  Oh, hell, he was doomed.

He saw Michelle writing some stuff in her experiment notebook and tinkering with some equipment, but he didn’t pay her much heed as he frantically flipped through the pages of his book trying to absorb what little he could in the vain hopes of actually getting a question right.

A few minutes later, Michelle announced, “I’m goin’ upstairs for a bit; we’ll get started when I come back.”  Nick looked up briefly and watched her arrange her notes and put them back in her folder.  “And no looking through my lab notebook anymore, got it?”

“Yeah, OK,” Nick replied in a shaking voice, returning to his studying immediately.

She stepped closer and put her hands on her hips.  “Look at me, Nicky,” she said sternly.  Nick stopped in his tracks and looked up.  She told him gravely, “I’m serious Nicky.  There’s stuff in there that, well … I just don’t want you to see.  So stay out of it, OK?”

Nick nodded emphatically … but as soon as she turned he began to wonder about that notebook.

He watched her quickly close the folder and walk towards the staircase.  As soon as she had climbed out of sight, though, Nick couldn’t help but approach the lab table and open the all-important folder again.  ‘There MUST be something she feels the need to hide from me,’ he reasoned, flipping through the pages again.  He became discouraged again, though, since the writing was still all way too complicated for him to get anything out of it.

But the last page stuck out; he didn’t remember seeing it before.  Which was odd, because it stood out from the rest – this one contained mostly words instead of equations, and looked more like a journal entry than anything else.  It was dated yesterday, and it read,

“Thought of fascinating new modification.  Surprisingly simple but powerful; should have thought of sooner.  Haven’t tested, but know will work.  Simple addition to base solution, using chemicals already available, will redirect the male body’s metabolism during shrinking process, stimulating increased synaptic response and neuron development in the brain.  One small dose is sufficient; effects continual and irreversible.  Unfortunately, these effects not possible with female metabolism.

Interesting find, but too risky.  If Nick became smarter, could potentially learn secret formula and learn to reverse its effects.  Cannot allow this.”

Just below these lines, she had written out the exact amounts of each chemical to add, making it clear that these amounts must be very carefully measured, and must be adjusted for any deviation from the most recent ‘base solution’ – Nick assumed it must be the same formula as the solution she had just put in front of him.

Nick blinked in amazement.  Despite the warnings, it was almost too good to be true.  This must have been what she didn’t want him to discover.  Well, he sure as hell wasn’t going to waste this golden opportunity.  He quickly retrieved the flask Michelle had set on the table as a threat – but now it just seemed full of promise and potential.  He brought it over to the lab table and searched for the necessary ingredients.

He found them right away, sitting in nearby flasks with labels on their holders!  His brain took a few extra moments to calculate the right proportions based on the amount of solution in the big flask.  Once he was fairly confident of his math, he took a deep breath and poured each solution in, swishing the mixture around until it settled at a somewhat lighter shade of red than before, with perhaps a hint of orange thrown in.  ‘But she’ll never notice the difference …’ he thought smugly.  He couldn’t wait for her to return … this might actually be fun.

He returned everything like it was and sat back down on the chair, pretending to study intently, as if he were cramming frantically.  But now, there was no pressure.

Soon enough, he heard Michelle come down the stairs and walk towards him.  He kept his eyes on the page of his book, but he couldn’t help but notice the ‘click, clack’ of her heels this time.  He wondered why she had bothered to put them back on, but didn’t raise his gaze from the text.  He was almost giddy as he continued to pretend that nothing had happened.

‘Click, Clack!’  He saw a pair of sexy four-inch heels step up just in front of his chair.  There were those legs again, but this time clad in light black pantyhose.  The urge to look up was almost unbearable, but he managed to keep his head down and say, “I’m still studying.”

A long, slender finger descended and slowly traced a line along the open crease of the book, drawing Nick’s eye as it went.  Then her hand wrapped around the top of the spine and snatched the book right off of his lap, raising it out of sight.  “Study time is over,” her mature, sexy voice said down to him with authority.

“Hey!” Nick protested, suddenly looking up …

He gasped loudly, his jaw going slack as he openly gawked at the sight before him.  Michelle had switched outfits; she was now clad head to toe in the classic ‘sexy teacher’ look – but, by god, it had never looked sexier.  Her high heels and black nylons finally gave way to a tight black skirt starting around mid-thigh.  A tight, white long-sleeve dress shirt covered her torso, conforming deliciously to her hourglass figure; if he had one complaint though, it was that there were still a few too many buttons done up, though it was a sight to see her bountiful chest pressing mightily outward against thin shirt, seeming ready to pop open at any moment.  She had even done up her hair in a tight, professional-looking ponytail, though allowing a single lock of hair to drape down the side of her face.  She had also put on some lipstick – red, but not too gaudy – and had somehow obtained a pair of slender black-framed glasses that afforded her a look of beauty, intelligence, and severity.  She even brought with her a small black tote bag fit for a teacher, with who knows what inside.

She looked down at him, her lips pursed, gauging his reaction.  And Nick could hardly have done a worse job hiding it.  He had always had a thing for the sexy teacher look, and Michelle had struck every single chord perfectly for him.  He was rendered speechless, his mouth hanging open.

“You like?” she asked sexily, though the answer was obvious.  Laughing, she told him, “I figured I might as well look the part, now that I’m giving you a quiz and all.”  She turned around, giving him a free view of her tapered waist and rounded bottom, also almost screaming to be let free of its confines.

“This would have fit me perfectly this morning,” she explained, amused at the obvious effect it was having on him.  “But, as you can see, it’s just a bit small on me now.”  She turned and sat in the seat opposite his, crossing her legs and looking simply … breathtaking.  If she actually were a teacher, Nick imagined, her male students wouldn’t learn a damned thing all year.

“Oh,” she added with a mock pouty face, “I sure hope this outfit will hold up after a few more growing episodes …”  She caught his dreamy gaze and winked provocatively at him, then taunted, “Or have you actually learned the whole book in the last 15 minutes?”

Nick was slowly managing to regain a smidgeon of self-control; he then remembered he had a card up his sleeve in the new potion, and he managed to reply with some smugness, “Do your worst.  I’m not afraid.”

Michelle’s eyes lit up with true delight.  “Ohhh!  Cocky, aren’t we?  A nice change for you; normally you would just bend over and take it.”  She raised one eyebrow challengingly at him.

Nick winced a bit at her last words, but his spirits remained undamped.  “Not this time, babe,” he shot back, sitting back in his chair, becoming more at ease by the moment.

Michelle chuckled amusedly and sat down across from him, crossing her long, sexy legs, which Nick no longer had reason to fear at the moment.  Keeping her back straight, Michelle leaned forward to put a small, empty scotch glass on the table, in the process presenting him with a wonderful shot of her cleavage crammed tightly into her shirt.  She flashed him a playfully seductive smile when she saw him staring, and he looked away abashedly.

“What’s that for?” he asked, pointing to the glass.

“This,” she began happily, filling the bottom with red potion, “is what we’ll be drinking from each time you miss a question.  Oh, and I should mention …” She raised her eyebrow suggestively.  “I figured out a way to accelerate the growth and shrinking process.  No more waiting for ten minutes to see the end result!  This will be fun, watching each other change on the spot!”  She winked seductively at Nick.

Nick’s smile slowly faded, replaced with a look of horror.  “Th-That wasn’t the normal formula??”

“No, I changed it around some.  What’s wrong, Nicky…?”

“Well … I …”  His voice trailed off as panic began to take hold.  He remembered very clear instructions in her notebook that the changes he made were very precisely calculated for use with the ‘base solution’ – but who knows how much he should have used with this new solution Michelle made!  Jesus, there was no telling if the potion would have the desired effect, or do something completely different!  For all he knew, it could leave him mentally handicapped, paralyzed, disfigured, or god knows what else.

Meanwhile, Michelle started laughing evilly.  “Ah, that’s more like it.  I knew your confidence was just a show.  Really, you’re just as scared as ever, aren’t you, little guy?”  She leaned forward, studying the fear in his eyes with glee.

“Michelle, you don’t understand!” he blurted anxiously.  “I just … I mean, can’t we just … do this some other time?  Like tomorrow??”

Michelle leaned farther forward, her eyes wide with excitement.  “Wow … look at the fear in your eyes!  The pure terror!  I’m enjoying this almost as much as I’ll enjoy growing!”

Nick withered under her gaze, seeing the crazed glint in her eye.  He knew there was no chance of dissuading her anymore – not even if he told her about the modifications.  Panicking, he shot to his feet and tried to make a run for it.

But Michelle, anticipating this move, quickly and effortlessly lunged sideways to wrap her arm around him and bring him bodily back to his chair.  God, she was so strong.

“Please!!” Nick shrieked as he was slammed back against the cushion.  “Don’t do this!  Please, just this once, I’m begging you!”

His eyes went to the potion on the table.  If he could just knock it over …

Too late.  Michelle was already moving the table to the side so she could scoot her chair right up to his, both preventing his escape and allowing her to enjoy his reactions more fully.  Her impossibly long legs were inches from his now, and could easily open up to trap him between them if need be.  He groped sadly at the table as it moved away, now well out of his reach; he could never get past Michelle in time to knock it over now.

Michelle laughed.  “What, looking for a sip already?  Can’t wait to have the taste of the potion on your lips again?  Hrmm??”  Before he could say no, Michelle’s thumb and forefinger pinched his jaw and turned his head up to hers.  “You’ll have plenty of chances to remember what it tastes like, Nicky … and I can’t wait to taste it either …” she breathed sultrily down on him, close enough for him to feel the warmth of her breath on his face.

He tried to move his head away but couldn’t; the deep, penetrating intensity of her stare made him squirm in his seat, which only added to her delight.  She just held him there, watching in silence, watching his distress grow.

“Please …” he repeated again, softly, despondently, his eyes filling with tears.  “You don’t understand!  It’s not just the shrinking; I … I mean, it could …”

He could have sworn he saw her eyes light up for just the briefest moment – a look of recognition, a full knowledge of his situation, of what he had added to the potion, of the dire predicament he now found himself in – and it filled her with glee.

But then look vanished, so quickly that Nick thought his mind had imagined it.  She was back to a playful smirk, giggling as she told him, “No more talking now, Nicky,” adopting a more strict, severe posture, like that of a teacher.  “Your quiz is about to begin.”

Her hand reached forward right into his lap.  “Gah!” Nick shrieked, instinctively jerking his body backwards, his erection twitching in his pants.

But she was only reaching for the textbook which he had, without realizing, been clutching tightly through these tense moments.

Michelle giggled then wrapped her long fingers around the book’s spine and yanked it effortlessly from his clutches.  “Tsk, tsk, Nicky,” she scolded playfully, wagging a finger at him.  “This is a closed-book exam.”  She tossed the book aside then focused her full attention on him, leaning forward and staring intently into his eyes.  In a precise, commanding voice, she instructed, “I will only say each question once.  So you will need to listen closely.  Are you ready, Nicky?”

He opened his mouth and began to protest feebly.  “P-please don’t … please …”

“Question One…” she announced loudly and decisively, and Nick immediately stopped his protest, hanging on her every word.

She smirked, enjoying her complete control over him.  She waited for a moment, knowing he was holding his breath.  Then she spoke, reciting the question calmly as if it were just a normal question on a quiz.  “What is the Pauli exclusion principle?”

Nick stared back at her, his mouth opening into a growing stupor.  “Th … The what??”

Michelle tilted her head forward to peer at him over the rim of her glasses in a stern but sexy way.  “This material was covered in class today, Nicolas.  Are you telling me you weren’t paying attention in class??”

Nick stared at her with dismay, anxiety building within him.  “W-Well, I … I …”

Michelle made a loud ‘tsk’ sound and shook her head like a disappointed teacher.  “If that’s the case, then, I’m afraid, you’ll just have to …”  She reached to her left and lifted the scotch glass which already contained a dose of the red liquid.

“Wait!  Please, just …”

“Ten seconds,” she replied firmly, leaning farther forward to stare even deeper into his eyes, her gaze increasing in intensity with each passing second.  Nick began to squirm in his seat again, quailing under her overwhelming gaze.  It was even worse knowing she was counting down in her head, knowing his time would be up at any moment.  His eyes darted around him, looking for an escape route, or some kind of distraction.

But he truly had nowhere to run.  He looked up and saw Michelle grinning predatorily down at him, her gaze steady and unflinching, boring a hole into his mind, knowing his every thought, relishing his pain.

“Time’s up,” she said simply, letting her words sink in for a moment.  She watched his limbs begin to quiver and his face twitch involuntarily.  Michelle swished the glass around delicately in her hand then lifted it to her lips and downed half its contents like a shot of whiskey.

“Ah … that’s good stuff,” she said with a thoroughly pleased grin as she began extending the glass towards Nick.

He began to shift frantically in his seat as the glass approached.  His hands, now trembling badly, made the feeblest of attempts at knocking the glass away, but Michelle deftly wrapped the fingers of her opposite hand around both of his wrists and effortlessly held his arms down at his lap as she brought the potion closer still.

The cold glass touched his lips.  He gave a pathetic whine and turned his head aside.

“Now, Nicolas,” Michelle told him, using her stern teacher voice again, “that isn’t going to work.  You know I can make you open up if I have to.”

She was right.  His only recourse now was to tell her everything.  It was now or never.  “Michelle,” he said with the utmost urgency, “there’s something I HAVE to tell you!”  The glass was coming ever closer to his lips again, but he fought it off.  “That potion could mess me up – no, mess BOTH OF US up really, really badly!  You don’t know what I did when you were upstairs; I—“

“…Changed the formula to make yourself smarter??” she interrupted.

Nick’s jaw hit the floor as a smug grin crossed Michelle’s luscious red lips.  “And now you’re worried because you started from the wrong base solution,” she concluded matter-of-factly.

Every muscle in his body went limp.  “Wh … Wh … What!?  H-H-How … how d-did …”

Michelle chuckled.  “Oh, come on, it wasn’t hard to set you up for it.  And you fell for it perfectly, I might add.”

Nick’s mind reeled.  He thought he had been one step ahead of her for once, but in fact …

He soon realized that the glass of liquid was still hovering in front of his lips.  “S-So … this new formula … What will it do to me??”

Michelle’s brow furrowed in an exaggerated look of deep thought.  “Well … I dunno … haven’t calculated the new result yet.  Gee … it could do anything!”

“ANYTHING!??”  Nick’s eyes slowly widened.  His heart began to pound in his chest.  With every ounce of seriousness Nick could give, he told her, “Listen to me, Michelle.  You need to put this glass down, NOW.”  The glass, instead of lowering, actually began tilting forward towards his mouth.  Meanwhile, Michelle’s face remained hideously unconcerned, even amused at his reaction.

With redoubled urgency, Nick exclaimed, “Jesus, Michelle, STOP THIS!!  We don’t know what will happen, to either of us!!”

Michelle glanced down at the potion in her hand, then back to Nick, and an impossible smile crossed her lips.  She shrugged and told him simply, “Only one way to find out …”  The glass tilted forward abruptly, pouring its contents into Nick’s mouth, taking him by surprise.  She followed up by forcing his jaw closed and tilting his head back to get him to swallow it all down before he even knew what hit him.

She pulled the glass away and released his wrists, and he immediately brought his hands to his lips, staring at her in horror.  “What have you done??  Oh my god, I can already feel it …”

It was a much more intense feeling than any of the other potions had given, and Nick really began to panic.  He felt like his whole body was somehow pulling back, receding – but in every direction at once.  “What’s happening to me …” he muttered with dread.  He quickly pushed himself off the chair and stood up, only to find everything around him becoming slightly but unmistakably bigger: his clothes, his watch, the table, Michelle – actually, she was definitely growing just a bit faster than everything else.  Still sitting, and sporting an absolutely devilish grin, she had started the process already taller than him, her cute, upturned nose about level with his eyes; but over the next ten seconds her face rose in relation to his, so that he was now looking straight ahead at her red, glossy lips.  He had been too focused on his height change that he hadn’t even noticed her … other development.  But he did notice this after the fact when her clothing seemed to actually groan, and when he looked down he saw that, sure enough, her already-tight blouse was now being absolutely stretched to the limit against her ever-more-prominent bosom.  Nick suspected that the groan had come from her bra beneath, which he could just barely glimpse between the buttons.

“Michelle … we’re changing too fast!  Something’s terribly wrong!  Wh—Why are you smiling??  This is terrifying!  When will it—“

But the changes suddenly stopped, just a few seconds after they had begun.  Michelle giggled.  “Duh, don’t you remember?  I changed the formula to accelerate the growth process.”

Nick took a moment for his panicked breathing to calm down.  “Oh … oh yeah,” he replied dumbly, feeling a bit embarrassed but still horribly uneasy.  He had been so caught up in the moment that this had slipped his mind.

Michelle laughed again and added, “I was just messin’ with you earlier, Nicky.  Of COURSE I knew what the potion would do.”  She rolled her eyes playfully.

Nick breathed a sigh of relief.  But, just to make sure, he asked, “So … it didn’t do anything, right?  Other than, you know, the height change?  I mean … I don’t FEEL any different, but …”

“No?  Nothing different?” Michelle asked, her interest oddly piqued.

“Uh … no,” he replied cautiously.  “Well … I guess, maybe a bit lightheaded.”

“Hmm.  Interesting.”  She sat back in her chair and stated matter-of-factly, “Let’s see how you feel after another dose …”

Nick’s eyes widened.  “Wh-What!?  What’s it going to d—“

“Question 2!” Michelle barked, switching seamlessly back to teacher mode.  He continued to protest, but Michelle went forward nonetheless, saying in clear, strong tones, “There are six strong acids.  Hydrochloric acid and sulfuric acid are two of them.  Name another.”

“Michelle, really, what does the potion do??”

“Ten seconds.”  She calmly poured another shot of potion into the glass and held it in front of her, patiently waiting for the time to expire.  Nick noticed that the pointer finger of her opposite hand was steadily tapping against the arm of her chair, sounding like the second hand on a clock.  Tick … tock … tick …

“Is it … is it still gonna make me smarter?” Nick said anxiously, hopefully.

Michelle looked down at him and raised her eyebrows mischievously.  “We’re about to find out, aren’t we?”  This did little to calm his fears.

Tick … Tock …

“Time’s up!” Michelle announced merrily, extending the glass to his lips again.  “You first this time.”  Nick protested feebly, but Michelle simply outmuscled him like before, then watched him struggle pathetically for a moment.  “You’re so cute when you try to fight me like that, Nicky.  OK, now open wide!”  She pinched his jaw to force it open with her left hand, while pouring the liquid down with her right, then clamped his jaw shut to make him swallow.

Nick’s eyes began to well up with tears, his head drooping miserably and sobbing into his hands.  He was utterly appalled by her lighthearted and playful attitude towards this whole ordeal.  Did she really not understand what this was doing to him?  Every inch he lost was another blow to his pride, his confidence, his manhood; and he desperately needed to hold on to what relatively little of that he had remaining.  But she just didn’t seem to care … and, even worse, there was something else up her sleeve, he knew it …

“Oh, don’t be like that, Nicky!” she told him, reacting to his tears with the same infuriatingly playful tone.  “Hey, cheer up!  It’s not all bad … Here, I’ll even give you a special treat this time …”

Nick heard the rustling of fabric, and after a moment he found himself raising his gaze from his hands, against his better judgment.

Oh good lord.  She was unbuttoning her blouse, starting from her collarbone and working her way down.  He suddenly found himself staring with rapt attention, holding his breath as she began to unfasten the one just over the upper swell of her breasts.  She was undoing them slowly, sooo slowly.  He yearned for her to move faster, to uncover them already …

She giggled.  Nick looked up to find her staring gleefully down at him, seeing the more than obvious anticipation plastered across his face.  He jerked his head away in shame.  He wasn’t able to help himself, not even at a time like this.

But then her enormous hand reached under his chin and effortlessly turned his head to point front and center again.  In an intimately sexy voice she breathed, “It’s OK, Nicky.  Go ahead.  You want to watch, don’t you?  Hmm?”  This made him struggle even more to turn his head, but Michelle held his chin in place as her other hand continued slowly down her blouse to the next button.

He squeezed his eyelids shut, but as soon as he heard the loud ‘pop’ of another button being undone, his eyes involuntarily opened again to see the upper part of her cleavage escaping out into view through the open fabric.  He gasped softly but squeezed his eyes shut once more.

Michelle giggled and told him with a playful lilt in her voice, “Oh, come on.  I bet that’s why you were standing in the kitchen door earlier.  You were watching me, weren’t you …?”  Nick’s eyes widened in horror.

She leaned forward, adding with a grin, “And, by the way … why did you have so much trouble paying attention in class today?  I don’t suppose it had anything to do with ME, did it??”

Mortified, Nick pinched his eyes shut as tightly as possible, shaking his head emphatically ‘no.’

She didn’t make a sound in reply … that is, until he heard another button popping open …

Despite it all, he couldn’t keep his eyes from opening once more to find her cleavage pushing apart the flaps of her blouse.  He heard her giggle devilishly.

The situation was quickly getting out of hand for Nick.  “Stop this!” he demanded, putting as much authority and resolve in his voice as he could muster.  He needed her to know that she was still his mortal enemy, not a slave to her looks.

Mercifully, she let go of his chin and sat back in her chair.  “Suit yourself,” she said with a lighthearted shrug, continuing to unbutton her shirt.  Nick put his head in his hands as he tried to refocus his energy to fight her.  “You don’t have to watch me grow even bigger, if you don’t want,” she told him smugly.

An image flashed into Nick’s head.  He had been too distracted last time; he hadn’t yet seen her body growing and developing before his eyes, at least not on a short enough timescale to actually see it happening.  What would it look like, especially with so much of her chest revealed this time?

“OK, Nicky, I’m about to drink my half,” she announced eagerly.  There was a short silence, and then he heard an unmistakable gulping sound followed by the clink of the glass being set on the table.

It began right away.  He felt his body receding again, his clothes feeling ever-so-slightly looser with each passing second, his rear end scooting slightly forward on the cushion as his thighs shortened.

And then, a second later, with his eyes still closed, he felt the soft skin of Michelle’s fingers as they brushed tenderly against his leg just above the knee.  “Are you sure you don’t want to watch me grow, Nicky?” she whispered, her voice oozing with lust and excitement.  “Not even a quick peek?”

He couldn’t help himself; he decided it couldn’t hurt to just catch a quick glimpse.  His eyelids opened just a sliver at first, but they quickly shot open all the way as he drank in the sight of Michelle, still seated but leaning down over him, her face hovering well above his own.  He looked straight ahead to find the top half of her blouse parted by the swells of her breasts.

She was keeping perfectly still – and yet, she was moving, expanding slightly but surely.  As he watched, the flaps of her blouse were being stretched farther and farther apart, leaving her bosom plainly visible, the white, milky flesh of her breasts seeming to overflow even more out of the clearly undersized cups of her bra.  It was the best view of her chest he had ever gotten, and it was all the more enthralling now that he could watch her growing before his very eyes.

Suddenly the growing stopped, leaving Nick yearning for more.  Then he felt her fingers squeeze his leg gently, tenderly, as she whispered sultrily, “Such a wonderful feeling, isn’t it Nicky?  And I can see you enjoyed it as much as I did …”  Her eyes fell down to his crotch.

“Gah!”  Nick saw the obvious bulge in his shorts and frantically folded his hands in his lap in a comically obvious attempt to cover himself up.

Michelle gave his knee a playful squeeze then sat back in her chair, adjusting the folds of her blouse to cover herself up just a bit.  “I think it’s time we move on to Question 3, don’t you agree, Nicky?”