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It was a delightful spring day at DeVore Academy. A warm breeze wafted through the air, the sun was shining bright and small birds could be heard chirping in the trees. Today seemed utterly delightful. Unfortunately, Juliet had no time to take in any of these lovely experiences as she blazed down the street, her body in the shape of a motorcycle as she tore through the streets of her neighborhood. Juliet woke up extremely late this morning and she was in a rush to get to school today. Her homeroom teacher had already warned her several times about getting to school on time and she really didn’t want to get chewed out so early in the morning.

“I hope I don’t get another lecture from that fat ass bitch.” Juliet thought to herself as she flew through the suburb where DeVore was located. When she arrived at DeVore, she didn’t bother changing out of her motorcycle form and instead zoomed up the handicap ramp and burst through the door. She didn’t know what time it was but didn’t want to check. She just kept hoping that she would get there before her teacher deemed her late, still going around sixty miles per hour down the hall. “I swear, if I hear her say the word ‘tardy’ again, I’ll-“ Juliet thought as she approached her homeroom when, just as she made the final turn, Juliet slammed into another student, slamming both of them against the row of lockers with a loud clang. The impact knocked Juliet out of her motorcycle form and back to her human form as she tumbled onto the unfortunate pedestrian, her face ending up in the other girl’s soft and bountiful bosom. Completely disoriented, Juliet felt ready to leap out of the pile but she suddenly felt very comfortable, a lot more that anyone would expect after ramming into someone at high speed. It felt peculiarly familiar, a soft, fluffy feeling that was lulling Juliet to sleep. She tried to nuzzle herself in the other girl’s comfy cleavage but she soon regained her senses. She looked down at Juliet rubbing her head in between her breasts and was much less comfortable with the recent development than Juliet.

“Umm…excuse me, but could you move?” The girl said timidly as she pushed Juliet down her body, rousing Juliet from her short nap.

“What? Oh, okay.” Juliet responded, rising to her feet. She was able to get a good look at the girl she just ran over now, and something appeared odd about her skin. It looked like cloth and had a little looseness in some places, almost like a stuffed animal. Juliet’s eyes were drawn almost immediately to the girl’s generous and taut chest, accentuated by her insanely tight uniform. “Oops, sorry about that.” Juliet said, reaching her stretchy arms and picking up the books that had flown around them.

“That’s alright. I’m Leah by the way. I’m new here. I’m a pillow girl.” The girl said calmly, introducing herself.

“Pillow girl?” Juliet said, the name making her remember something she might have heard earlier but wasn’t paying enough attention to care. “Oh yeah, I think I remember that. Some sort of ‘latest breakthrough at Girlco’ or something like that. Yeah, my teacher mentioned that last week.” After hearing herself say the word “teacher” suddenly reminded her that she was trying to get to homeroom as fast as possible to avoid getting scolded. “Oh crap! Bye!” Juliet said as she ran by Leah and burst through her homeroom door.

She was too late. Almost immediately after she flew in the classroom her teacher scowled and began to approach Juliet. She spoke firmly and almost breathlessly about Juliet being tardy. Within five seconds of the lecture starting, Juliet’s mind wandered off, her thoughts going to the pillow girl she had just met. “No wonder that felt familiar,” Juliet thought, “and hour ago I was asleep. She reminded me of my own pillow. Although…my pillow’s pretty thick. I wonder if I could…” “now get to class!” the teacher boomed, finishing her talk and ordering Juliet out, which snapped Juliet out of her train of thought. “Okay!” She said, delighted to not have to listen to her anymore for now.

Throughout the day Leah was all that was on Juliet’s mind. She was tired after her morning of racing through the town and she wanted nothing more than to go back to bed. Leah’s fluffy chest represented that desire, making Juliet fantasize about snuggling and relaxing in her breasts. She was nodding off more and more as the day went on and she was craving sleep, even if it was just for a short while. It wasn’t until just before lunch that Juliet finally found a solution to her dilemma. She saw another pillow girl getting stuff from her locker and saw the button seam running down her neck and back and the idea sparked instantly inside Juliet’s head. She walked behind the pillow girl, tensing her hands. She quickly brought one hand to the back of the pillow girl’s neck, undoing the button with ninja like speed and precision. She then stuck her hand into the opening she just made and formed her hand and arm into a hollow tube among the pillow stuffing. She also clenched her other hand into a fist and that turned that fist into a hollow sphere, her arm also hollowed out like the other one. Juliet then willed her tube arm to suck like a vacuum, taking in the stuffing and moving it along her arm, the sensation of which tickled Juliet quite a bit. The stuffing moved up through to her shoulder and along the top half of her torso to her other arm, where it emptied into her spherical fist. “Hey, what’re you…doing…?” The pillow girl said, at first sounding shocked but becoming weaker quickly as the stuffing was sucked from her body. Her skin become limp and deflated and she slowly sank towards the floor as there was less and less to hold up her pillowcase body. As Juliet drained the girl of her stuffing, her ball fist grew large, stretching as it took in a human sized amount of pillow stuffing. The girl’s limbs became useless collapsed tubes within a minute, Juliet making quick work of the unlucky pillow girl. Juliet’s fist was now about two feet wide as her other arm wandered around the pillowcase, searching for every last bit of stuffing she could find. “Gimme back my stuffing…” the pillow girl whined as Juliet explored her deflated limbs. Juliet then realized that there had to be stuffing in her head for her to talk, so she maneuvered her hand to the pillow girl’s floppy head and sucked up the last bit she could find, which made the pillow go silent.

Satisfied with how much stuffing she collected, Juliet smirked as she picked up the deflated girl and tossed her into her open locker before closing the locker door. “Alright, that’s done. Now it’s time for part two of my master plan!” Juliet said as she ran down the hall, turning her tube hand back to normal but leaving the ball of stuffing alone.

Juliet searched the halls of DeVore, looking for the delightful pillow she rested on this morning. The search went on for quite a while, the giant ball of stuffing knocking several girls on their butts and against walls as Juliet flew by. After looking for almost the entirety of the lunch period, she finally found Leah by the locker she rammed into her by. Leah turned her head from the inside of her locker and was stunned to see Juliet barreling down the hall with a huge ball fist, prompting her to slam her locker and try to get out of the way. She began to run away, which Juliet didn’t mind one bit because that exposed the buttons on her back. Just like the pillow girl before, Juliet stretched her arm towards Leah and undid a button on her back. She pushed her hand through and made her hand into a tube again, the feeling of having her back penetrated making Leah stop running. “Eh!? What the hell?” Leah blurted out as Juliet tensed her body again, but instead of sucking, she began pushing the stuffing out. She squeezed the stuffing back through her body to her other arm and out her cylindrical arm, dropping her load off inside Leah. “Hey, what are you doing!?” Leah screamed as she brought her hands to her stomach which was swelling around her, her belly peeking out from under her breasts. “Sorry, I just like my pillows pretty thick.” Juliet responded, the flow of stuffing being unrelentingly forced into the Leah’s pillow body. As Leah’s belly grew bigger and bigger Juliet could see the stuffing leaking out from her belly into the rest of her body. Her arms and thighs became considerably thicker, resembling small tree trunks and making movement for Leah very awkward. Her breasts were ballooning out to the size of basketballs yet miraculously her uniform contained them. Her butt was also becoming engorged, consistently growing at a slightly slower pace than her chest but still sticking out a fair distance behind her. Leah’s belly was the dominating body part, consistently staying tighter and wider than anything else. By the time Juliet’s fist was down to one foot wide Leah was utterly helpless. The best she could do was to wiggle her arms and waddle a bit, but she had no way of escaping Juliet’s rapid filling. Her head had risen above the lockers from the extra height and she felt more bloated than she thought possible.

To Leah’s relief, Juliet had run out of stuffing pretty quickly. However, she was still hugely overstuffed and couldn’t do anything besides shake around and try to convince Juliet to make her normal sized again. Juliet, on the other hand, was delighted at the large and fluffy sight before her eyes. She closed the button and walked around to Leah’s front, getting a nice view of Leah’s big belly and puffed up breasts. She felt a wave of satisfaction wash over her and got ready to enjoy her reward. “Hey, umm…could you return me to normal size please?” Leah asked, trying to not antagonize Juliet. “Yeah, sure I guess. When I wake up.” Juliet replied lazily, climbing onto Leah’s belly and pushing her head into her cushy cleavage. “Wake up?” Leah asked with a tone of worry in her voice as she wondered how long she’d be stuck as huge as she was. Juliet said nothing, instead simply stretching her limbs while letting out a big yawn. She then closed her eyes and curled up on Leah’s belly, the thick and fluffy feeling swiftly making Juliet doze off in Leah’s cleavage. Leah let out a big sigh, stuck having to wait for Juliet to wake up from her nap and even when she did wake up, there was no guarantee that she’d take the stuffing out of her when she does.

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It was a delightful spring day at DeVore Academy. A warm breeze wafted through the air, the sun was shining bright and small birds could be heard chirping in the trees. Today seemed utterly delightful. Unfortunately, Juliet had no time to take in any of these lovely experiences as she blazed down the street, her body in the shape of a motorcycle as she tore through the streets of her neighborhood. Juliet woke up extremely late this morning and she was in a rush to get to school today. Her homeroom teacher had already warned her several times about getting to school on time and she really didn’t want to get chewed out so early in the morning.

“I hope I don’t get another lecture from that fat ass bitch.” Juliet thought to herself as she flew through the suburb where DeVore was located. When she arrived at DeVore, she didn’t bother changing out of her motorcycle form and instead zoomed up the handicap ramp and burst through the door. She didn’t know what time it was but didn’t want to check. She just kept hoping that she would get there before her teacher deemed her late, still going around sixty miles per hour down the hall. “I swear, if I hear her say the word ‘tardy’ again, I’ll-“ Juliet thought as she approached her homeroom when, just as she made the final turn, Juliet slammed into another student, slamming both of them against the row of lockers with a loud clang. The impact knocked Juliet out of her motorcycle form and back to her human form as she tumbled onto the unfortunate pedestrian, her face ending up in the other girl’s soft and bountiful bosom. Completely disoriented, Juliet felt ready to leap out of the pile but she suddenly felt very comfortable, a lot more that anyone would expect after ramming into someone at high speed. It felt peculiarly familiar, a soft, fluffy feeling that was lulling Juliet to sleep. She tried to nuzzle herself in the other girl’s comfy cleavage but she soon regained her senses. She looked down at Juliet rubbing her head in between her breasts and was much less comfortable with the recent development than Juliet.

“Umm…excuse me, but could you move?” The girl said timidly as she pushed Juliet down her body, rousing Juliet from her short nap.

“What? Oh, okay.” Juliet responded, rising to her feet. She was able to get a good look at the girl she just ran over now, and something appeared odd about her skin. It looked like cloth and had a little looseness in some places, almost like a stuffed animal. Juliet’s eyes were drawn almost immediately to the girl’s generous and taut chest, accentuated by her insanely tight uniform. “Oops, sorry about that.” Juliet said, reaching her stretchy arms and picking up the books that had flown around them.

“That’s alright. I’m Leah by the way. I’m new here. I’m a pillow girl.” The girl said calmly, introducing herself.

“Pillow girl?” Juliet said, the name making her remember something she might have heard earlier but wasn’t paying enough attention to care. “Oh yeah, I think I remember that. Some sort of ‘latest breakthrough at Girlco’ or something like that. Yeah, my teacher mentioned that last week.” After hearing herself say the word “teacher” suddenly reminded her that she was trying to get to homeroom as fast as possible to avoid getting scolded. “Oh crap! Bye!” Juliet said as she ran by Leah and burst through her homeroom door.

She was too late. Almost immediately after she flew in the classroom her teacher scowled and began to approach Juliet. She spoke firmly and almost breathlessly about Juliet being tardy. Within five seconds of the lecture starting, Juliet’s mind wandered off, her thoughts going to the pillow girl she had just met. “No wonder that felt familiar,” Juliet thought, “and hour ago I was asleep. She reminded me of my own pillow. Although…my pillow’s pretty thick. I wonder if I could…” “now get to class!” the teacher boomed, finishing her talk and ordering Juliet out, which snapped Juliet out of her train of thought. “Okay!” She said, delighted to not have to listen to her anymore for now.

Throughout the day Leah was all that was on Juliet’s mind. She was tired after her morning of racing through the town and she wanted nothing more than to go back to bed. Leah’s fluffy chest represented that desire, making Juliet fantasize about snuggling and relaxing in her breasts. She was nodding off more and more as the day went on and she was craving sleep, even if it was just for a short while. It wasn’t until just before lunch that Juliet finally found a solution to her dilemma. She saw another pillow girl getting stuff from her locker and saw the button seam running down her neck and back and the idea sparked instantly inside Juliet’s head. She walked behind the pillow girl, tensing her hands. She quickly brought one hand to the back of the pillow girl’s neck, undoing the button with ninja like speed and precision. She then stuck her hand into the opening she just made and formed her hand and arm into a hollow tube among the pillow stuffing. She also clenched her other hand into a fist and that turned that fist into a hollow sphere, her arm also hollowed out like the other one. Juliet then willed her tube arm to suck like a vacuum, taking in the stuffing and moving it along her arm, the sensation of which tickled Juliet quite a bit. The stuffing moved up through to her shoulder and along the top half of her torso to her other arm, where it emptied into her spherical fist. “Hey, what’re you…doing…?” The pillow girl said, at first sounding shocked but becoming weaker quickly as the stuffing was sucked from her body. Her skin become limp and deflated and she slowly sank towards the floor as there was less and less to hold up her pillowcase body. As Juliet drained the girl of her stuffing, her ball fist grew large, stretching as it took in a human sized amount of pillow stuffing. The girl’s limbs became useless collapsed tubes within a minute, Juliet making quick work of the unlucky pillow girl. Juliet’s fist was now about two feet wide as her other arm wandered around the pillowcase, searching for every last bit of stuffing she could find. “Gimme back my stuffing…” the pillow girl whined as Juliet explored her deflated limbs. Juliet then realized that there had to be stuffing in her head for her to talk, so she maneuvered her hand to the pillow girl’s floppy head and sucked up the last bit she could find, which made the pillow go silent.

Satisfied with how much stuffing she collected, Juliet smirked as she picked up the deflated girl and tossed her into her open locker before closing the locker door. “Alright, that’s done. Now it’s time for part two of my master plan!” Juliet said as she ran down the hall, turning her tube hand back to normal but leaving the ball of stuffing alone.

Juliet searched the halls of DeVore, looking for the delightful pillow she rested on this morning. The search went on for quite a while, the giant ball of stuffing knocking several girls on their butts and against walls as Juliet flew by. After looking for almost the entirety of the lunch period, she finally found Leah by the locker she rammed into her by. Leah turned her head from the inside of her locker and was stunned to see Juliet barreling down the hall with a huge ball fist, prompting her to slam her locker and try to get out of the way. She began to run away, which Juliet didn’t mind one bit because that exposed the buttons on her back. Just like the pillow girl before, Juliet stretched her arm towards Leah and undid a button on her back. She pushed her hand through and made her hand into a tube again, the feeling of having her back penetrated making Leah stop running. “Eh!? What the hell?” Leah blurted out as Juliet tensed her body again, but instead of sucking, she began pushing the stuffing out. She squeezed the stuffing back through her body to her other arm and out her cylindrical arm, dropping her load off inside Leah. “Hey, what are you doing!?” Leah screamed as she brought her hands to her stomach which was swelling around her, her belly peeking out from under her breasts. “Sorry, I just like my pillows pretty thick.” Juliet responded, the flow of stuffing being unrelentingly forced into the Leah’s pillow body. As Leah’s belly grew bigger and bigger Juliet could see the stuffing leaking out from her belly into the rest of her body. Her arms and thighs became considerably thicker, resembling small tree trunks and making movement for Leah very awkward. Her breasts were ballooning out to the size of basketballs yet miraculously her uniform contained them. Her butt was also becoming engorged, consistently growing at a slightly slower pace than her chest but still sticking out a fair distance behind her. Leah’s belly was the dominating body part, consistently staying tighter and wider than anything else. By the time Juliet’s fist was down to one foot wide Leah was utterly helpless. The best she could do was to wiggle her arms and waddle a bit, but she had no way of escaping Juliet’s rapid filling. Her head had risen above the lockers from the extra height and she felt more bloated than she thought possible.

To Leah’s relief, Juliet had run out of stuffing pretty quickly. However, she was still hugely overstuffed and couldn’t do anything besides shake around and try to convince Juliet to make her normal sized again. Juliet, on the other hand, was delighted at the large and fluffy sight before her eyes. She closed the button and walked around to Leah’s front, getting a nice view of Leah’s big belly and puffed up breasts. She felt a wave of satisfaction wash over her and got ready to enjoy her reward. “Hey, umm…could you return me to normal size please?” Leah asked, trying to not antagonize Juliet. “Yeah, sure I guess. When I wake up.” Juliet replied lazily, climbing onto Leah’s belly and pushing her head into her cushy cleavage. “Wake up?” Leah asked with a tone of worry in her voice as she wondered how long she’d be stuck as huge as she was. Juliet said nothing, instead simply stretching her limbs while letting out a big yawn. She then closed her eyes and curled up on Leah’s belly, the thick and fluffy feeling swiftly making Juliet doze off in Leah’s cleavage. Leah let out a big sigh, stuck having to wait for Juliet to wake up from her nap and even when she did wake up, there was no guarantee that she’d take the stuffing out of her when she does.