After a night of pleasure it's time for class.

Feeling light on her face Louise wakes up and sees herself tucked in. She smiles appreciating Siesta's thoughtfulness. She gets up, washes, and changes to her uniform minus her panties. She looks down and tries to imagine her pe-Weiner reaching past her skirt. Hoping that one day it would grow big enough that the Zerbst could on it. After finishing changing she walks out and says hello to her fellow students as she goes to class. As she makes it inside she sees Tabitha reading(as usual), Giulietta(FemGuiche) making out with Montmorency, and that mongrel flirting with the other girls.

Louise goes to the back of the class and sits taking out a book as she does. As she reads Louise pays a degree of attention as she hears her new teacher introduce herself. Apparently, she is Chevreuse the Red Cock, weirdly enough an Earth Mage with the introduction attracting Louise's eyes, and she looks her Professor over. Looking her up and down Louise notes that Chevreuse looks in her 40s, somewhat overweight but with some fat knockers, and at least a 7in soft penis. Instantly getting jealous(and somewhat erect) Louise goes back into her book and tries to focus on her book. Looking thru it she sees naked pictures of her sisters and mothers getting her even more erect. Somewhat listening to the lesson she hears Giulietta sucking dick(kissing ass) as well as giving her Code-Name of "The Brass Balls". Giulietta de Gramont another Earth Mage, Fiance to Montmorency de Montmorency as well as the school's biggest slut, 'That Zerbst may be nothing but a whore but at least she doesn't cheat' Louise thinks.

Back to the lesson as Giuletta gives a general magic rundown and after she finishes there is a sound of moaning as Louise lifts her head. Looking at the professor Louise sees Chevreuse stroking herself to full erection as she points her cock at 3 small stones. Taking a look at the Red Cock's well cock it seems about 12in but is pretty fat not even fitting in Chevreuse's hand fully, not only that but it is veiny as hell and as her name suggests Red. After it gets fully hard Chevreuse says a short incantation and fires a couple of shots on the stones causing them to change color and texture. That greedy Zerbst asks if they became gold but is quickly shot down as they are revealed to be brass.

After being wowed Louise goes back to her book but unfortunately, the professor just has to call on her. Louise didn't stand up. She simply sat there looking troubled and fidgety. "Miss Vallière! Is something the matter?" Chevreuse called for her again, but Kirche raised her voice in concern. "I think it would be better if you didn't let her..." "And why is that?" "It's dangerous," Kirche answered plainly. The majority of the class nodded in agreement. "Dangerous? How so?" "This is your first time teaching Louise, right?" "It is, but I hear she's a hard worker. Now, Miss Vallière. Don't you worry, just try it. You won't be able to do anything if you dread making mistakes." "Don't, Louise!" Kirche cried, her face pale.

But Louise stood up. "I'll do it." With a nervous expression, she walked briskly up to the front of the room. Chevreuse stood next to Louise and smiled. "Miss Vallière, you have to visualize vividly the metal that you wish to transmute them into." Looking at Chevreuse and nodding Louise pulls up her skirt and strokes her pe-Weiner to erect and starts to say the incantation. As she does the rest of the class ducks behind chairs and desks but not Tabitha who walks out of the room. As she does Louise fires off a couple of shots on the stones. But unlike when Chevreuse released on the stones they start to glow and...

The stones promptly explode catching Louise and Chevreuse point-blank as the classroom is splattered with semen. The next couple of minutes go by in a blur as Louise goes through the standard rundown of being yelled at for screwing up. As Louise looks down she sees the Red Cock and covered in Louise's spunk.

**One Hour Later**

"Mmmmmph" Louise cries out as she feels Chevreuse rail her ass. Well cry out doesn't really work when she has the Headmistresses cock in her mouth. "You like that you pink-haired slut" Chevreuse calls out as she fucks Louise harder and harder. She starts slapping Louise's soft ass with her right hand the rings causing the slaps to sting harder. Gripping harder with her left Chevreuse continues to slam into Louise in the doggy position. "Please try to restrain from coarse language Ms. Chevreuse," Longueville says as she pumps in and out of Louise's pussy from below. "Ah let her have her fun Longueville" Headmistress Ophelia cries out as her flaccid but huge cock pushes deeper into Louise's throat. Out of the corner of her eye, Louise spots a figure, a woman with white fur jerking off in the back. 'That must be the Headmistress' Familiar' Louise thought as she preceded to get filled.

'The Headmistress' Louise focused her thoughts on the woman filling her mouth. A gorgeous silver fox that has the only cock to rival her mother. Back to cocks as Ophelia starts to grip Louise's head and starts to get skull fucked. "It's a shame if you were a better mage you could take me erect well maybe 25-50% of me erect, oh well," Ophelia says as she slams Louise's head faster into her waist. The trio continues to slam deeper and deeper into Louise until she screams cumming on Longueville's stomach and chest. Not long after Chevreuse gives one last hard thrust as she fills Louise's bowels. Giving one last slap to Louise's ass Chevreuse pulls out and sits down in a nearby chair.

Changing positions Longueville and Ophelia place Louise on her back and switch places. Longueville enters Louise's mouth and Ophelia takes her pussy filling her up. Louise thought that Tabitha and that Zerbst could fill her up the Headmistress even when soft was as big as Tabitha or bigger. Longueville was big herself around 15in but still couldn't beat those two out. Speaking of two the Headmistress and her assistant knew how to work together pushing Louise to pop again this time her shots landing on her breasts, chin, and even on Longueville's stomach. Lucky for Louise Longueville didn't take it as disrespect and didn't her to on cock again. "Ah, you tend to finish so fast well let's stop that, " Ophelia says as she grabs Louise's member tight to prevent her from cumming again. "Wait st-" Louise tries to say before having her head grabbed and placed on Longueville's dick and to continue sucking. "Ah ah ah this is your punishment after all Miss Vallière," Ophelia says seeing her assistant's move. Grabbing her head Ophelia starts to make out with Longueville and with her left tweaks her nipples causing Longueville to reach her peak.

With that Longueville fills Louise's mouth causing her to start swallowing or start but before it gets too bad Longueville pulls out and plasters Louise's breasts and Ophelia's as well. After stroking herself for a bit longer Longueville moves to the side to see Ophelia go to work. And go to work she does turning Louise around to have her back face Ophelia's chest and breasts. Doing so Ophelia slams Louise up and down. While she does Ophelia strokes, Louise, bringing her close to climax before gripping tight stopping her in her tracks. And continues again and again and again pushing Louise closer and closer to finishing. As Ophelia keeps stroking she whispers a little spell and continues to stroke knowing that it will be a nice surprise for tomorrow. Ophelia keeps thrusting until she starts to reach her peak but before she does she pulls out and places Louise between Longueville and Chevreuse. Pulling those two to the ground and has the three kiss and suck on her cock.

"Here it comes you sluts" Ophelia cries out as she strokes the base plastering the three in her spunk from head to toe. "Ah that was great now get the fuck out," she says as she goes to her desk. Chevreuse and Louise stand up and get their clothes to go out but before they do they hear. "Ah ah ah Red Cock I meant Louise now you, on the other hand, I think I'll give you 25%," Ophelia says referring to Chevreuse who turns to get her own punishment.

Walking out covered in semen Louise goes down the stairs passing by Tabitha, Kirche, and Montmorency. Too tired at that point to listen to the jeering of the latter two she goes to the bath and then to her room.

**Several Hours Later**

"Miss Vallière I've been sucking for 30 minutes straight and you haven't come once" Siesta looking at Louise somewhat surprised. "I don't know what's happening I've been on edge for hours," Louise says jerking as fast as possible before dry cumming. After a few more attempts they hear a knock at the door. Opening it they see a familiar sight the Headmistress' Familiar who hands them a note and goes to fuck off. As she walks off they open the note reading the following "I would assume you've found my little surprise it won't last long just until it's the Familiar Ceremony to give them a little extra." And with that Louise passes out. "Shit" Siesta says placing Louise in her bed and cleans up before closing up.