"Have you noticed anything strange tonight?"

"Miss Todoroki..." Midnight says, her voice laced with seduction. "What a pleasant surprise~" Her eyes momentarily dart to the bodies on the floor, the students all knocked out around them. Shoko seems to notice them too, a look of worry beginning to form on her face.

Inside Midnight, the heat intensifies, clinging onto her natural charisma and intensifying the seductive quality of her words. "have you noticed any unusual... changes... recently Miss Todoroki?" She knows she shouldn't do this... shouldn't be interacting with a student in such a manner. But she's just so damned horny! And with her decades of experience, her still keen mind can sense it... that same energy inside of herself... it's in the girl too. That curvy figure, that hair... she can even see it in her eyes, Shoko wants it too. "You can tell your Sensei~"

Shoko swallows deeply, her eyes slowly being peeled from her friends and to the utter seductress before her. Midnight's eyes flash a bright pink, her will to resist fading as she starts to realize the gift she's been given. Without even receiving any pleasure, she allows the energy inside her to do its work. The heat blossoms, spreading to every corner of her body. She purrs, spreading her legs and reaching out, curling her finger to call Shoko to her.

Shoko is left in awe, watching Midnight's tits expand before her very eyes. They easily rip through her sheer top, the fabric falling to the floor. The confident aura around the woman intensifies, as her smirk grows even more sinister. "Mmm~ Come on... I know you can feel it too Shoko..."

Her words ring out in Shoko's head, she holds the towel close to her chest, her belly burning. "Right here?" She asks, biting her lip.

"Why not?" Midnight teases, heavy makeup appearing on her face. "No one will see... besides, what does a slut like you care?"

"S-Slut?"

The teacher rolls her eyes, a bit annoyed Shoko hasn't obeyed her command to come yet. "Of course, I know a needy whore when I see one..." Her words grow more vulgar as her transformation finishes. Midnight stands from her seat, ripping off the rest of her top away to reveal her sculpted figure. "You're lucky I came here when I did. That energy really did a number on all of you."

"What energy?" Shoko remains still as Midnight takes a step forward.

"You know... that delicious mystery quirk that turned your whole class into insatiable sluts. While you were showering, they got busy, eating eachother out right in front of me without a care in the world..." She slowly moves closer to Shoko.

Shoko looks down at Izumi and Uraraka, the evidence of their debauchery drying on their bodies. "What? They... out here? Why would they?"

Midnight giggles. "Oh come on, don't act like you didn't know. Living in a dorm with a bunch of sluts... constantly having to hide your true self, it must be exhausting~"

"Hiding my true self? Miss Midnight... what's going on?"

"Hm... I don't think Miss is going to cut it..." Midnight removes the distance between the two, placing a hand firmly on Shoko's shoulder. "From now on, call me Mistress~" She smirks, pushing Shoko back against the wall before ripping the towel off her. Shoko gasps, but doesn't say a word as Midnight inspects her body.

"Oh hell yeah, you really are a lying skank... Look at those nipples, you could cut diamonds with those." She pinches the girl's nipple, eliciting a small moan. "And that cunt... already wet and ready for me..."

Shoko shakes her head. "N-No, it's just... wet from the shower..."

"Hah!" Midnight laughs, jamming two of her fingers right up Shoko's snatch. "Just admit what you are... it'll be a lot easier~"

Shoko moans, but doesn't answer Midnight. Instead she closes her eyes, attempting to endure the ****. Midnight's expert fingers ravage her folds, hitting every spot just right. She tries to fight it, but with such a direct approach, the energy within her is **** to get to work, her body starting to show signs of another transformation.

"Come on! Tell me what you are..." Midnight leans in closer, whispering into Shoko's ear, as the girl's hair lengthens further on her head.

"I'm... Nghh~ I'm me..." She says weakly. An orgasm starts to build, accelerating her changes.

"Don't get wise with me bitch!" Midnight snaps. "Tell me how much of a whore you are really, how much you love being a slut, how much being put in your place excites you~"

Shoko's eyelids flutter, her brain growing even more fuzzy. "I... fuck~ I'm not..."

Watching the changes take place fills Midnight's heart with a perverted joy. The sight is unlike anything she's ever seen. Feeling those globes on Shoko's chest push out against her grasp is intoxicating... "You're so close... tell Mistress what you are~"

Shoko can't handle it anymore, her already lewd mind only descends further against her will, until she's left confused and disoriented. She tenses up, Midnight's fingers bringing her over the edge. "Ah! Fuck!" She finally screams out, her hands up and grasping at her head as her body spasms. "It's true! I'm- I'm a slut! Just like you, and my friends!" Her transformation completes in the midst of her screams, the energy cementing in her new outlook on life. "Fucking shit~" She moans. "It's so fucking good Mistress, my pussy, your fingers... its just what I fucking need!"

Midnight grins deviously, watching her creation flourish.

"I'm such a whore~ I was listening to Izumi and Ochako eat eachother out... I was fingering my cunt hoping one of them would pull me out and give mine a go~" Shoko spills her heart out, even as Midnight pulls away. "I've always been such a bitch... such a cold and calloused girl... but you're SO right! I just need someone to take charge, bring my true self out..." Her eyes shift, growing vacant, as if she's stopped looking at Midnight and started focusing on a fantasy in her own head. "Fuck... I just need some stud to pin me down, someone to blow life into my cold heart~ Thank you Mistress~"

Midnight stands triumphantly, ready to keep going with the not so quiet girl. "Such a good submissive girl, I think you deserve a reward after that display~" She steps forward, licking her lips.

As she reaches out, ready to fuck until they can transform again and fall even further, a sudden click sounds from behind her. Though she's been altered mentally, the hero is still very much a pro, and quickly turns around at the slightest disturbance. Behind her, the faces of Principal Nezu, Eraser Head, and Cementoss stare back at her through the front doorway. Her eyes go wide, as she frantically turns to run at them. "Hey- Wait!" She yells, reaching out in desperation.

But her efforts are in vain, before she can get close to the door, Cementoss shakes his head and raises a wall of cement between them. Midnight stops in her tracks, looking around at the other windows, only to see them getting blocked off as well. Cementoss makes quick work of the building, sealing it off completely before anyone has a chance to escape.

Outside, Nezu runs a paw along the concrete, before nodding. "Yes, this should do for now... We'll have more coming to help reinforce it soon, just keep watch until they arrive." He says before turning and walking to the school building.