Chapter 38: Intercourse 101

Marsha stretched in the lecture hall, bending over in her skintight athleisure wear, easily touching her toes and feeling the stretch in her hamstrings, going all the way up her legs and her perfectly shaped ass.

You always had to prepare before Intercourse 101.

She recalled her first time in the course when she was at the factory, her first time through her **** cocktail was off and she begged to be fucked first. She was sore for three days afterwards. It was the moment when she was reminded that both the then Bimbo Factory was no joke, designed for people who truly believed in becoming the sexiest version of themselves, and that you had to make sure your body was prepared to strip down and fully enjoy a 11-inch dick filling up your pussy for hours.

Yet, she had a feeling that this group wasn’t going to have an issue with that.

As she came back up to a standing position and adjusted her hair, the door of the class opened.

Showtime.

“Good morning! Hurry on down and take a seat, we have a lot to cover today!” Marsha said brightly as she noted the slowly evolving individuals before her.

---

Henry Coops was a shadow of the man he was when he came in. His hair was now a light salt and pepper and fully grown in. The first time it had been that way since his late twenties. Years of back problems hauling sides of beef melted away due to the physical regiment and medication of The Factory, he now stood up straight, head held high, the weight of his partner’s betrayal and his wife leaving him a loser off his broad shoulders. Those losers could kiss his ass now. His gut was completely gone, and his whole body now looked a respectable trim. Not fully ripped, but respectable and his stamina was through the roof. His skin was a light tan, layered over with a healthily manscaped body hair, a personal choice, because no respectable Italian American shaves his whole body bald. Well, accept the crotch. He quickly adapted to shaving his rapidly growing cock and balls fully, it made it easier to maintain and clean his privates…and Chelsea hated getting pubic hair in her teeth when she would deep throat his now 10-inch cock.

Speaking of Chelsea Amber, she was well on her way to meeting the image of a bimbo wife that she wanted to match. Formally very frail with sagging skin due to years of bending over a computer running excel spreadsheets, her skin glowed and didn’t make her look anything closer to 54 than 26. Her hair, thinning and losing her color, was now a luxurious brown and hung in a wavy trail to the middle of her back. Her smile was bright and her eyes sharper, negating her need for glasses or contact lenses. She was also fit, the light impression of muscles appearing under her skin and further accentuating the inches she was slimming off her waist, heightening an hourglass figure ready to go even further. Not to mention, in the past 20 years she could count the number of times she had sex on one hand, and now, she was having sex every day, multiple times a day, and Henry made it the best sex she ever had every time. It was no secret that Chelsea made it clear to Henry a few weeks into their time here that she would be coming to his room every night to “practice.” That practice turned into something deeper. They both didn’t want to call it love yet, but even when they had sex with different people, it felt great for sure, but sex with each other felt heavenly. Even thinking about it was making her now fully shaved pussy wet, a new development since Henry hated getting pubic hair in his teeth when he would eat her out.

Carol Miller came into The Factory fresh off losing her husband to the clutches of the Las Vegas Raiders, and a Victoria Secret model. A few months of emotional eating led up to her being heavyset and her confidence shot. Now, she looked even better than she did at her wedding. She was the fittest female of the group by far, clear cut muscles rippling beneath her skin. Carol never had a problem with her hair before the Factory, so it remained mostly unchanged, except that it was growing out. As much as she liked Beyonce-like curls, she considered getting it braided, the idea of having long and beautiful dreadlocks hanging down her back intriguing her. The one thing she was working on with Klaus though, was making sure her ass was her best feature. She noticed that it was starting to shrink as she lost weight, and she confided in the Austrian that she was going to miss it. Klaus, who refused to let anybody leave his gym unsatisfied with their workout, changed up her regiment. ‘YOU MUST HAVE NO FEAR! WE WILL MOLD THIS REAR!’ He would scream as she would do what felt like the 1000th squat. The results were worth it though, her ass was gorgeous. It was round, plump, and firm, completely natural. At one of the nightly orgies, a partner had remarked how he could not believe it wasn’t fake as she twerked her cheeks up and down on his cock. A set of breast implants to complete the look was all she needed to finally leave the ghost of her dead ass ex in the dust.

Marlin Ignacio was back to pitching form. Even more so. He was pretty sure that he could launch homers and play any position if he could get back in the game. His body had almost no body fat on it anymore, rippling with muscles. His injuries to his legs and throwing arm from the car accident could still be seen under the skin, but examinations by Doctor Williams after the **** regiment started showed they were healing even further than before. Scar tissue in his shoulder and elbow vanished and his knees looked like they had never even blown out. He tested it out one day on the beach, borrowing a tennis ball from the gym and lining up at an outside wall like he used to do in Cuba. He wound up and threw a heater at an imaginary square on the wall and ducked as the ball ricochet off and flew back at least 50 yards. More than the joy of his dream of baseball returning, he could now look a naked woman in the eye and not fall over ****. He was still a little shy, but the body and the fact his cock was now 11 inches long and very girthy had him getting a lot of invitations, by both women and men. He was also discovering that he was an ass man, his eyes lingering on the rears of his partners. Carol took advantage of this often and would accuse him of staring at her booty and laughed at the resulting deep blush Marlin would have. Little did he know she was waiting for the day when he would get confident enough to pin her down and take her beautiful ass himself.

Fiona Wellingsly had leaned the furthest into the sex aspect of The Factory out of the group. One could even venture so far as to call her a slut. And she would be more than willing to agree with them. After all, before the factory, she was having sex to get a hit of heroin in Dublin then struggling to stay clean and having sex for heroin in New York. She had nearly accepted that one day she would use her body for another hit and that would be the one to make her another statistic. Now she was sober, and sure she would never see another needle again. Why would she? Her new high was waking up in the morning and stretching out her Factory improved body under the sun outside, feeling it’s warmth on her face and body, now thin and supple, a far different image then the skeleton she was when her sponsor paid for her trip to The Factory. The other high of course, was fucking. Unlike the rest of the group, Fiona would have sex 8 to 9 times a day, with men, women, sometimes multiples. She relished in learning everyone’s story, why they came to The Factory, who they wanted to be, their favorite food, drink, plays, poetry, and then she relished even deeper in feeling them fill her ass with cum or their pussy gushing as she licked their clit. Her tongue was more dexterous, she could touch the tip of her nose with it. She had the new outlook on life, all she needed was to see Doctor Williams and she would then fully embody a sultry world traveler, a storyteller of both page and flesh, and silicone.

---

“Good morning, Marsha! You look delicious this morning!” Fiona replied as she stripped and sat on one of the large, padded settees up near the front of the lecture room, playfully licking her upper lip. She had made it her goal to taste her teacher’s pussy eventually. She didn’t have any air of subtlety to it at all.

“I always look delicious my dear, got to match the flavor.” She said as she winked at Fiona, eventually she would indulge in her fantasy, but Marsha was not one to just spread her legs at a moment's notice. Her partners had to play the game.

Everyone got naked and sat on the seats in front of Marsha, Chelsea immediately sliding into Henry, placing her hand upon his cock, and slowly started to stroke it. They had fucked that morning before class, and she wanted to make sure his dick was primed and ready.

“Uh, uh, uh, no head starts you love birds. This is my class remember, stimulate the mind first, then we stimulate each other.” She playfully admonished as a pouting Chelsea removed her hand from a chuckling Henry, licking her fingers of his pre cum.

Misty walked through the door, walking on cloud nine. The night before, she filmed her first ever feature scene as Misty Noxx. She was called down to the studio after her meeting with Dr. Williams and Beth. She stood stunned as the formally blank room she passed by before was now made up to be a futuristic looking lab, sitting in the middle of it was a large and gaudy looking red coffin on a large table, rigged up with lighting that would make it glow in moments where her main character was succumbing to the ancient goddess within.

Santana apologized for the abrupt shoot, but Emmanuelle Eros had a scheduling conflict and they had to shoot the second scene of the movie, where her character and her best friend are talking near the coffin when its influence makes them make love to each other in the lab, tonight. Emmanuelle Eros was sitting at one of the lab tables, and she was a sight to see. The perfectly perky Philippine beauty, the latest AVN award winner of best newcomer, was wearing a simple crop top, booty shorts, and sneakers. Her insane proportions pushed those ordinary items to the sexy limits though. Misty barely had time to even introduce herself as Emmanulle noticed she walked in and ran up to her and kissed her full on the lips.

“Hiya Misty Noxx, been hearing a lot about you! Sorry for the sudden shoot, France surprised me with an early honeymoon, and I want to make sure we can keep the movie on schedule.”

She of course meant France DeJong, her other to be co-star. Misty looked surprised, which Emmanuelle picked up on immediately and started to giggle in a way that could only be described as infectious.

“Thaaaat’s right! He proposed after we won at the AVN’s and we are getting married next year! Trust me girl, when you find a partner who can make you bomb homemade Pad Thai AND makes you cum so hard you see visions of your ancestors, you tie that man down to a TREE.” She said, giggling again. She was charming, infectious, and extremely easy to lust for.

Santana took her back to the dressing rooms and got her dressed in a simple outfit normal for an afterhours lab worker, albeit without any underwear. As Misty took off her pants, she heard Santana giggle behind her.

“I knew you would like that plug.”

Misty smiled as she playfully smacked her ass, revealing the end of the butt plug she had been gifted by Santana.

“Like you said, gotta maintain that deep connection to pleasure right? Although, I don’t think I should wear it here.”

Misty then carefully removed the plug, gasping as she felt the initial stretch as the bulb exited her. She felt a moment of emptiness, quickly followed by a tightening sensation. When she walked a faux runway to show off her outfit, she found herself walking like the plug was still there. In fact, she could swear her posture felt a little bit better.

When they exited the dressing room, a small crew had prepped all the equipment and awaited Santana and her to get into place. Misty already memorized all her lines, another boon from the factory improving her mind and body.

“Alright, we are all ready to go! Quiet on the set!” Santana chirped as the makeup artists finished putting the final touches on Misty and Emmanuelle. She raised her eyebrow at Misty and came in close before stepping behind the camera.

“Nervous?”

“A little.” Misty admitted with a chuckle. It was all still very odd to her in a way. She became an anthropologist to be an expert on humanity and the human condition, and here she was about to film porn.

“It’s perfectly normal, no need to look embarrassed. I was nervous my first time in front of the camera too. My trick is taking a deep breath and thinking about how you are spreading joy. Giving them a window into human sensuality. Maybe they see this film and it changes their view on how to have sex, on how to please their partner. And besides…”

Santana grasped her face in her hands and plopped a wet kiss on her lips.

“You’re Misty fucking Noxx. Show Emmanuelle here what all the hype is about.”

Misty Noxx licked her lips and nodded excitedly. Santana winked at Emmanuelle and hopped behind the camera. A pa ran around yelling about quiet on the set and clacked one of those old-fashioned clackers in front of the camera.

“Alright everyone, let’s make some smut! Lights, sound rolling, and…Action!”

8 hours later, Misty walked into class, and hummed happily as she stripped and sat next to Fiona.

“Nice of you to join us Misty, you look chipper today. Met somebody new after dinner?” Chelsea said with a lick of her upper lip. Chelsea may want to be become a bimbo homemaker, but there was no doubt her kink was hearing all about other’s escapades at the factory and using them on Henry for their own sessions.

“You could say that. I would tell you all, but I don’t want to spoil the surprise.” Misty said with a laugh. Didn’t want to spoil the movie after all, and besides, when it eventually releases Chelsea will have a visual aide of Emmanuelle Eros lying on the ground as Misty Noxx ground her pussy all over her face, releasing a torrent of sweet cum all over the AVN winner.

---

“Good morning, everyone.”

Everyone turned to see Tso walk in next. Marsha grinned as it seemed she took her advice. All Tso wore was a simple white tennis skirt that ended mid-thigh and a tube top that only served as a temporary cover for her tits. Easy access indeed.

Tso caught her grin and winked back. No doubt the graduate would know that Amar decided to fly in early to the factory yesterday. There was also no doubt that he probably would have told her about this morning on how he and Tso had spent almost 5 hours in bed yesterday.

After what was shared orgasm number 78, Tso slumped down on top of Amar after she finished riding his cock full bore, panting, and humming with glee. She felt his huge load, his latest load, filling her womb. The intense heat deep within her was a feeling she never realized she could have. It was perfection. If it weren’t for The Factory’s revolutionary birth control, she could have been pregnant ten times over.

“Holy shit.” Amar panted, his beautiful deep tan skin glistening with sweat. It was not the first time he said such a phrase since they finally consummated their sexual chemistry.

“78th’s times the charm.” Tso said with a smile as she leaned forward and felt Amar’s cock slide out of her. She rolled over and snuggled into him, exchanging slow and passionate kisses.

“Well, as much as I would prefer to go for round 79, it is almost 1 am. We don’t want to be out of sorts for tomorrow.” Amar finally said, eliciting a pout from Tso.

“Lame.” Tso replied with an exaggerated sad pout on her face. She broke the kiss and ran into the shower off the bedroom to clean up. Amar followed behind and like a true gentleman, soaped up Tso’s body, teasing her nipples and slipping in the surprise finger inside her pussy. Tso of course returned the favor, washing Amar’s muscular chest and ensuring his cock was squeaky clean by sucking off any remains of cum and pussy juice herself. They both got dressed and went over their plan for class, as they had multiple times in between each orgasm they had over the night.

“I think you and I are going to blow away your class.” Amar said, holding the door open as Tso slipped on her heels and adjusted her hair in the mirror on the opposite wall.

“I can’t wait to see the looks on their faces. But more so, I can’t wait until you see my collection afterwards.” She replied with an excited bite of her lower lip.

Amar grinned, not resisting the warm and bubbly energy radiating from Tso. He was right about her, when she finally unlocked her inner bimbo, the creative well he sensed flowed out and captured all around her with infectious energy. He started to consider if he could just let that energy only happen on a graduate fuck style basis.

“Of course! I can’t wait to see it! I mean, how else am I going to know my competition in Paris?” He said with a sly air of confidence. Tso puffed out her cheeks in faux outrage, how dare this rival insinuate that any of the designs out for display would be the same designs on the runway.

“Be careful Amar, I can be very ruthless in that regard.” She said with a husky whisper, wrapping her arms around his neck and pulling him in for one last exchange of sweet kisses.

“I look forward to that moment then. Goodnight Tso.” He said with a doting timbre.”

Tso winked at him, squeezed his ass cheek, and strut out the front door.

---

The same strut she now walked down the ramp to the lower part of the classroom, sitting down next to Misty.

“What’s the matter Gucci? Suddenly feeling modest?” Amber said gesturing to Tso’s still clothed form.

“I told her to stay clothed for now, you will see why very soon.” A now nude Marsha said to Carol, who hummed in curiosity at the still grinning Tso. Marsha turned to face the room, showing an excited grin, but the same thought on her mind. Two people were missing currently…

Like the universe had heard her thoughts, the door to the class slammed open, revealing the disheveled form of Jenna. She had light bags under her eyes, and her hair was a frazzled mess, she was wearing sweatpants and an oversized t-shirt that looked like they were thrown on mere seconds ago.

“Sorry…so sorry I am…late…I…pulled an all-nighter in the lab.”

Look at you, lying through your teeth.

Jenna ignored Venus echoing through her mind. No doubt she wanted Jenna to just launch into a full recall of the events from last night.

Of course, I do! Think of how proud Mother will be when she finds out we had a cock in all our holes last night!

Venus of course went down to the orgy the night before and pulled up to the room she reserved. Inside, her three handpicked studs were waiting for her. She didn’t know their names, and didn’t want to know them, as instructed in the request. They were merely to be flesh toys for her to cum on. The first of many conquests who would melt in her sexual mastery.

“Mmmmm, look who we have here. Three hot studs waiting for little old me?” Venus said in a faux surprising tone, eliciting a **** groan in her head from Jenna. She was now the passenger, the annoying voice in the back of her mind. She struggled to regain control of her body, but Venus just laughed and shook off her attempts.

“You must be Venus?” A tall and muscular African American man said to her. Sitting next to him was a thinner but well-built ginger man and next to him a burly but girthy Latino gentleman with a salt and pepper beard. They were all nude as requested, and their cocks were all at least 9 inches.

Venus sighed with satisfaction. He loved hearing her name. A powerful name. A name that these three talking dildos would soon be grunting as they feel their cocks getting milked by her pussy, ass, and mouth.

WE ARE…I AM JENNA!

Venus ignored Jenna’s **** cry. She would be too horny to complain soon enough. She started to strip her clothing as she approached the three studs, fully nude and running her hands over her body, rubbing her pussy with a giggle I front of her prey.

_ “That’s me stud, now, let’s skip the pleasantries and get to the action.” _She got down on her knees and fingered her pussy, eliciting surprised yet pleased eyebrows and looks of hunger from her three picks.

“Why don’t you all come over here and let me taste these beautiful cocks of yours?”

They wasted no time getting up and surrounding the panting Venus, who immediately grasped the ginger’s cock with one hand while fully sliding the African American’s cock down her throat. Jenna could only watch from outside as the blowbang commenced. She felt every single inch of the three cocks pass her lips and slide down her throat. Venus elicited sounds of horny joy as she licked, sucked, and stroked each cock in turn. She slathered each of them wither tongue, making sure they were nice and lubed up for her.

“Jesus Christ woman take it easy on me.” The Latino man grunted wincing as she playfully sucked on his balls while stroking the ginger.

“What’s the matter baby? Can’t handle these cock sucking lips? I thought you came here to be a stud. Don’t tell me that recommendation on the system was a fluke.”

“Feisty one, this bitch. Fine, let me meet your expectations.”

The Latino man grabbed Venus’s head and shoved his cock down her throat, eliciting a deep moan from Venus. She looked up at him with wild happiness to give him the ok, and he started to throat fuck her rapidly.

OH GOD. HOLY SHIT. HIS COCK IS SO FAR IN MY THROAT. I CAN’T BREATHE!

Venus rolled her eyes internally, tuning out the whining from Jenna as she relished the slobbering mess, she was making on the cock ravishing her face.

Wait. I can breathe. How! His cock is so huge…and girthy…I should be suffocating. But now I…just feel…so much cock…

Now she was getting it. All it took was Venus to put the nanites to work, now they had the ability to flex their throat muscles to allow both airflow and dick filling them properly. No expensive surgery required. Less time thinking, more time sucking.

Venus then felt her waist being grasped by a strong pair of hands as the African American man pulled her up into a standing doggy position.

“Hope you don’t mind if I join in the fun from this end.”

“Not at all amigos, let’s give this slut what she asked for!”

Venus moaned again as she felt eleven inches of black cock spear into her pussy from behind. Being filled from both ends. Finally!

Jenna was suddenly silent. Venus could tell she was going mad from the pleasure. Driven silent by the two orgasms that rocked their body.

Venus tapped the thigh of the Latino and let his cock slide out of her mouth with a sloppy pop.

“Ok boys, let’s kick this up a notch.”

Directing traffic, she had the African American man lay on the ground and she started to ride his cock in her pussy.

“Oh, yea baby that is perfect, now you…” she said to the Latino, “You did such a good job on my throat, why don’t you finish the job in my ass?”

Not needing a second thought, he moved behind her and squat down, lining up his cock with her asshole and easily sliding up the spittle lubed rod deep inside.

Venus heard Jenna scream. Ooops, she forgot that Jenna is…was…an anal virgin, let alone getting dp’d by two studs like this. Welp, had to break that seal sometime. She let her tongue loll out as the two men’s cocks filled her innards. She then felt the bump of another cock at her lips and smiled up at the ginger.

Good boy, he didn’t need instructions. All it took was a glance from Venus, and the ginger man replaced the Latino’s cock in her throat.

Finally. Three cocks filling her holes all at once. A perfect state of fuck. The only sounds emanating where the grunts and swears of her three studs, and Jenna eliciting joyful laughs and moans, muffled by the cock in her mouth. The three then spent the next twenty minutes rotating positions. Making sure to all have a chance to sample all three of Venus’s orifices.

“Shit, gonna cum!” The ginger yelled, followed by agreeing grunts from his two fellow studs. Venus looked at all of them with clear intention. She wanted it all.

So…much…COOOOOOOOCK!

Venus moaned with Jenna as she felt all three cocks swell and then proceed to fill her with cum. The hot frothy intensity went down her throat, and inside her pussy and ass, Filling her up with delicious cum.

The studs lay exhausted on the ground, spent from the Olympic fucking that took place. Venus laughed as she stood, licking her lips of any remaining cum and feeling it slosh around inside of her.

_ “Thanks for the fun boys, solid seven out of ten.” _Venus teased as the exhausted cocks were too spent to even register. She got dressed and walked out of the room without even batting an eye.

---

The same stamina did not translate to Jenna the next day. She woke feeling like she had just run a marathon, and completely in the nude, with a dildo sticking out of her pussy.

What can I say? I was still horny after I showered. And who doesn’t love falling asleep feeling properly filled?

Jenna could only curse internally as she jumped for the cleanest pair of clothing she had to rush down to class. She slept in after all, the result of Venus not bothering to set any alarms. The last thing Jenna wanted was for Marsha to go defcon level Mom on her for being a no show, she had to at least show her face in class.

“Ah Jenna, nice to see you join us today.”

“Hi Mo…Marsha.” Jenna said, catching herself from just blowing the whole cover. Her mind was so out of sorts she didn’t even bother getting undressed, she just plopped down on the couch next to Tso. Jenna was never one to let herself get so discombobulated.

You’ll be fine, everyone feels a little out of sorts after they get fucked in all three holes for the first time.

Jenna cursed internally again. She felt so hopeless. Not just because of the fact she was **** to experience last night like some out of body experience…but because she loved it. Each orgasm wracked her body like an explosion of confetti. A feeling she could only equate to the first time she completed a successful test of her work, to biting into a fresh apple on a summer’s day, to happiness. She came with Venus at the same time. It was high of highs.

Is this what her parents felt all the time? That same true violent yet perfect enlightened state?

Probably, and all it took was three cocks! Imagine how it will feel when we are getting fucked by a whole team of obedient little cock studs. Or sluts! That is what I need to do next, we need our pussy licked by some pros.

“Jen? You ok?” Misty said, glancing at Tso who also looked at her friend with subtle concern, not wanting to make it obvious in front of the group and Marsha.

“Yea, yea I’m good, just…didn’t get any sleep…actually, maybe it is best I should…” Jenna tried to turn and somehow make an escape when she turned and saw the last member of their group standing in the door.

Holy. Fuck. Who. Is. THAT!

---

The night before Nicoletta sat and skimmed over Jenna’s notes again and again as she awaited Magnus Maximus to finish his little dip in Jenna’s machine. She was noticing a pattern in the pile of books and many whiteboards across the lab. Jenna’s earlier work was organized, succinct, dated, and color coded. The cleanest notes that Nicoletta had ever seen, even her own scientific writings were not as categorical.

Over the course of her time at the factory until now, it was like a different person was writing them all together. The writing became less perfect and more and more manic, full sentences reduced to single word, all caps’ exclamations about test results. About thoughts and desires. About how the human body rebounds and permanently improves from her machine combined with the **** combination.

What raised the Russian’s eyebrow, was some thoughts had some dark hooks. One sentence in the latest book read, “Subject’s pussy now can constrict and contract on command to encapsulate any phallus, must look further into this, must be able to replicate perf.”

At The Factory, the argument had been had since the founders had established the first base in Mexico, that each person who left The Factory had to be an individual. The irony of the term Factory would be in jest only, they were not to be a conveyor belt taking normal folks and making them fit a unified mold. To be a Bimbo or a Stud was to be your own vision of one. She could think of a handful of people who disagreed over the years, but only one tried to make that disagreement a reality.

And his nephew was currently in the tank behind her.

“What kind of woods have you strolled into little wolf?” She muttered under her breath.

She heard splashing noises followed by a gasp of air. Magnus must have just woken up.

“You still had about three minutes left; I could have lifted you out myself!” Nicoletta scolded as she climbed up the ladder. She stopped in her tracks. Stunned.

Magnus was well on his way to becoming a stud in his time at the factory already. The man in front of her looked like he had been here for years. All of Magnus’s body fat had disappeared. He was now only solid muscle. His skin was now free of any blemishes or scars, smooth, and covered with a normal range of light red body hair. His chest and shoulders were broad and tapered to a healthy v at his abdomen. His legs had grown, looking perfectly in proportion with his upper body, like a fitness perfectionist. Between his legs though, made Nicoletta’s mouth drop. His cock was well close to 14 inches long, and at least 2 inches thick. His nuts were full and fell in a perfect set behind the base, which looked cleanly manicured of any unsightly body hair.

“My eyes are up here Doc.”

Nicoletta snapped up to Magnus’s face, which looked a little more chiseled than she remembered, but still had that boyish charm.

“Magnus…this is…unbelievable! It proves Jenna’s treatments can work just as well for men as women! We must record down this data to reference later can you…”

Nicoletta paused as Magnus walked up to her and put his finger under her chin, pulling her lips to his and kissing her. It was just a peck, a permission, which Nicoletta read into and acquiesced to the invitation, as she felt both their tongues entwine.

“I’m Arthur.” Arthur finally said as they broke the kiss, “My name is Arthur Mathis.”

Nicoletta was instantly wet. It was like Magnus…Arthur…had his entire energy replaced. The disgruntled boy she met weeks before now had the makings of a man. A Stud.

“Alright…Arthur…We, should record this data, agreed?”

Arthur nodded and followed a noticeably wobbly Nicoletta over to Jenna’s desk, where the Russian notated the date and started scribbling down his new measurements next to his old ones, and then shorthanded wrote in major changes for a first trip in the tank. He noticed the normally cool Russian looked a tiny bit unsteady. He could smell it too. Which boggled his mind too.

“Nicoletta…how about I help you out with that.”

“Help me with what?” She said as she finished her notes and turned to place the book down on the desk.

She yelped as Arthur spun her around and sat her on the desk.

“May I properly thank you for your help? I think it will also help determine what exactly this thing can do to people.” He asked as he stepped in-between her legs, feeling the heat come from her loins.

“Oh consent? How am I to know this isn’t your inner Maximus trying to lull me into being your little pocket pussy? You think that just because you have a decent package down there you can just ask to fuck me right away?” She teased, mostly determining if he had in fact been changed for the worst, but also admitting to herself she wouldn’t mind taking that cock right now.

“Oh, I am not going to fuck you,” Arthur said teasingly back to a suddenly curious Nicoletta, “We still have a job to do, but that dip in the tank gave me a path forward, and for the first time I feel like a real man, my own man. As a ‘new’ man though, I am suddenly very…hungry…”

He slowly got down to his knees, sliding off Nicoletta’s skirt and panties at the same time, revealing the already most folds of the Russian before him.

“I suddenly feel like there is only one way I can satiate this new hunger. Coincidentally it is also the way I want to thank you for this new lease and chance to take my life back, to be me again. So, may I properly thank you, by eating this beautiful Russian pussy?” Arthur said with a charming swagger that just rose naturally from within.

Nicoletta raised her eyebrow, smiled, and nodded. Arthur smiled back as he leaned in and extended his tongue between the soaking lips before him. Nicoletta felt her eyes roll back and a sudden gasp escape her lips. Out of the gate something was different here. Arthur was now not just eating her out to meet a requirement, he was eating her out because he wanted to. He wanted to taste her, to know his mouth was giving her pleasure. She had felt this way before from a select handful of lovers, this was the first time she was feeling it so quickly.

Arthur parted her inner folds repeatedly, her heartbeat setting the rhythm of his libations. He felt his tongue brush her clit and Nicoletta sharply cursed in Russian. He looked up, slowing down to see if she wanted him to stop.

“Don’t. you. DARE. SLOW. DOWN!” She said, grabbing the back of his head and forcing him back to work. Arthur could only smile again as he dived into her. It must have been the tank, but now he was thinking of the vagina in a whole new way. It wasn’t exactly worship, but he felt a reverence for it, and he felt obligated to make sure it received proper notice. It also tasted phenomenal. Nicoletta was sort of a dark sweetness, like licorice, or a thick liquor. He picked up the pace, reaching up and massaging her ass. He felt her buck into his face, and a shudder through her inner walls.

Nicoletta sharply exhaled and moaned as she came, hard, soaking Arthur’s mouth with a gush of her juices. He stood up and kissed her again, her leaning up and leaning into his mouth, relishing in her own taste on his lips and tongue.

“You’re…welcome…” Nicoletta said in between panting in satisfaction.

Arthur smiled and turned to grab his clothing, when he felt a strong hand grip his cock.

“Now, now, now. You forget, we to collect ALL the data about your condition. We can do this better in my apartment. Besides, I fucked Magnus Maximus, I haven’t seen what Arthur Mathis is capable of.” She hissed as she grabbed the back of his head to pull him in, locking lips with him as she began to slowly stroke the monster in her hands.

---

The class stared at Arthur as he stood in the doorway of the lecture hall. He wore a simple pair of sweatpants and a Henley shirt, something he threw on after waking up in Nicoletta’s bed. Why she had clothing in his size on hand was not something he wanted to debate. She sent him off to class while she went down to the labs again. A hunch, she called it.

Arthur looked back at the class and noticed the stares were exclusively on his crotch, and the fact that despite picking the baggiest pants he could find, his cock was very much leaving a bulge.

“Mister Maximus, late as usual.” Marsha said very flatly. He could feel the venom from here, the memory of her iron claw grip on his nuts still very vivid in his mind.

“Sorry, I slept in…oh and Marsha, it’s Mathis now. Arthur Mathis” Arthur said as he walked down and sat on the settee next to Jenna, noticing her boggled eyes were locked onto him with a fervor he could not describe.

FUCK do you see that hog he has now?!? Where has he been hiding that? Oh man, we must have that thing inside my…our pussy!

Jenna twitched, not finding a plausible reason in her head…not to disagree.

“It’s Ms. McPherson please,” she said with a firm velvety threat, “And why?”

“It’s my actual name to tell you the truth. I guess this place has really opened me up to what I really want to be, and that means I should be me.” He said honestly, surprising himself. Misty even smirked a bit, sensing a new drive in Arthur.

“Hmmmm well I suppose whatever unlocks your inner stud will work for you. Also, come on you two, strip down like everyone else.” She said point to the still clothed Jenna and Arthur.

Jenna grumbled as she took off her clothing and sat back down, coming down to eye level as Arthur took off his pants, eliciting surprised looks from everyone, even Marsha.

“Damn Mag…um Arthur. You half elephant or something?” Henry quipped, feeling Carol slap his shoulder lightly.

Arthur just chuckled and sat, seeing Jenna boring a hole through his crotch in his peripherals.

AH YES! It looks even better out of those clothes. Why would he hide that? Such a girthy, long, hard pole should never be hidden in sweatpants. Come on mother, start the class so I…we can have this specimen deep in our throat!

“Alright everyone, today is the day, Intercourse 101. Now I know a lot of you may think why take a class like this when you all have been fucking for months, and I must admit, from what I have been hearing about this class, you all might be more prepared than others when it comes to that.” Marsha said as she sat on the desk in front of the chairs.

The group chuckled and shared some knowing glances with each other. Jenna just continued to stare directly at Arthur’s cock. He felt it twitch.

“However, I am afraid you all are just in the minor leagues, you must practice if you want to go pro, you must have discipline. If there is one thing I learned after leaving The Factory is that every day you have a chance to improve who you are as a graduate, both in life and in bed. Just taking your **** every day and picking the random stud or slut to fuck is not enough, you have to understand sex to its core, to think of it in the microscopic detail. We begin that today.” She said officially as she snapped her fingers.

Amar came out of the office in the back of the hall, followed by another man, making the rest of the room’s eyes pop open.

“THAT IS RIGHT, YOUR TIME HAS COME!” Klaus bellowed, “IT IS TIME TO TEST, YOUR CARNAL INTEREST!”

The factory fitness instructor then ripped his entire jogging suit clean off his body, revealing the thickest muscles anybody in the class had ever seen on a human being. What topped it off was his cock, fully hard already, but somehow just as muscular as the rest of him. It looked like a Chuck Norris joke come to life, bulging veins running up the shaft with a head that resembled a fist. He struts over and immediately sat next to Fiona.

“YOUR ASS HAS PRAISE, CAN IT STAND THE NEXT PHASE?!” He said in the dumbstruck face of the Irish woman.

“Calm down Mr. Universe, don’t make me regret asking for the assistance.” Marsha said with a sigh as Franz sat at attention.

Amar walked over and sat in the middle of the half circle in front of the group, still clothed. He winked at Tso, who winked right back.

“Sex fulfills a basic human need, but it is also an art. A dance. It is more than just carnal pleasure, you must learn to master it, so it becomes as much a natural part of your body as walking, talking, and breathing. You must learn all aspects, and the best way to do that is watch it from the beginning.”

On her cue, Tso looked at both Jenna and Tso, smiled and stood up. She walked over to the couch Amar was sitting on and sat right next to him looking into his eyes.

“Your chemistry not only comes from touch, or intercourse, but from extending your aura to your partner. To feel that deep connecting within your souls before you even make it to touch.”

Tso and Amar maintained deep eye contact with each other, and slowly began to creep closer and closer to each other, breathing each other in.

“You have to view each partner as a masterpiece, a framed work, and you have to fully take in all the details to properly know how to provide them with the greatest pleasures they can ever desire.”

Tso’s nipples tented her tube top as she slid right next to Amar, putting her face right in front of his. Her hand slid across his chest and playfully unbuttoned his shirt, sliding her hand under the silk and massaging his perfect pecs.

“A glance, a gaze, even a flair of a nostril can make anyone cum if you know how to make your entire being tuned to the sexuality of yourself and your partner. Subtlety is just as sexy as Primal Fucking, a kiss can be a sloppy and frothing event, but I find that if you can make a slow and purposeful combination of your compassion, that you will begin to understand what being a graduate is all about.”

Amar put his finger under Tso’s chin, lifting it up to him, just like they practiced, and leaned in for a kiss. Tso returned the favor, and they intended to make a meal out of. Their lips interlocked and tongues went to work, making a choreography out of each other. Tso felt their energy swirl as Amar placed his hand on her hip and pulled her in even tighter to him, sliding his hand up her ass and squeezing her, eliciting a soft sigh as they continued to kiss.

The rest of the class watched with eyes wide open and jaws almost on the floor, save for Franz, who would nod emphatically at every pause in Marsha’s lecture. It was very clear they were all turned on though, as Henry and Marlin were now fully erect. Arthur was halfway there, but the ever-present stare of Jenna in his peripherals was distracting him.

Just lean over and put it in my…our mouth. What is mother going to care? Why are we waiting to take this beautiful slab of meat!!! Don’t you want his cum deep inside you? Filling you to the brim, making him crave my, OUR pussy even more?

Jenna continued to stare, not registering Venus in the moment. The only thing she kept hearing herself think was Arthur…this is Arthur…Arthur Mathis…

Tso and Amar progressed their lip locked bliss slowly, becoming more and more animated as they continued to massage each other. Amar’s finger caught the upper brim of Tso’s tube top, and pulled downward, setting her tits bouncing out and free.

“It is a give and take, Sex is the most physical team sport, and when you are a graduate, only the best of the best can do what we do. Every action must be met at the same level.”

“Tso then shifted herself to sit in Amar’s lap, fully removing the tube top and throwing it to the side, she slid her finger down his shirt, unbuttoning as she went, and helping him out of the shirt so his chest was bare as well. She licked her lips and pulled his head into her bosom, gasping sharply and humming happily as he began to lick and suckle her nipples.

Chealsea and Henry were plainly masturbating each other, damn the rules, both panting and matching with the rhythm of the other partner’s strokes/finger plunges. Chloe and Marlin were both entranced by the couple, their own orifices and organs getting wet on their own. Franz continued to nod, every jerk making his muscles flex, his cock twitch, and Fiona’s fingers faster on her clit as she waited for her moment to climb the mountain next to her.

Misty was infatuated with Tso. Her best friend was putting on a show, and it was unlocking things deeper in her then she ever thought before. It made her wish she was the one with her lips on Tso’s beautiful factory born body, licking her nipples, feeling her pussy clench around her fingers.

“I see some of you are getting ahead of me. I will get to the point quick then. It doesn’t matter what the partnership you take part in, as a true bimbo or stud, it is your job to make the other in all your sexual encounters to feel like they are in true euphoria. Every sexual experience will be satisfying, and full of both your greatest desires.”

Tso began to grind her pussy on the bulge in Amar’s pants, feeling him engorge beneath her. She reached down and shimmied off his pants, standing as she slid them off him, going down to her knees and freeing his wonderful cock. He smiled and winked at her again, letting her take the lead. Tso glanced back at Misty and Jenna, smiling as she extended her tongue and began to lather up the already rock-hard dick in front of her, making sure it was fully lubricated. She came up from his base, making direct eye contact with Amar, feeling his passion, feeling how enraptured she made him, as she stuck his cock in her mouth and began to slowly blow him.

“Now it is your turn, follow your classmate’s example and show me how you can match this intensity, this compassion, show me how a graduate should fuck. You will be in pairs for this, by my assignment.” Marsha said as everyone snapped to attention, a hard task considering Tso was fully deep throating Amar now, making him groan with satisfaction.

“Chelsea and Marlin. Chole and Henry. It is no secret that you guys seem to have your pairs. Now your challenge is to watch your chosen fuck another. However, as a graduate, you should be able to do this to anyone, not just a chosen lover. Let them watch you do the same to another, and your chosen fuck sessions will be ever more heightened.”

Chelsea leaned back, getting a shrug from Henry as he got up and switched places with Marlin. Chloe shrugged her shoulders, smiled at Chelsea, and pulled Henry into a kiss. Before Chelsea could protest, Marlin got down between her knees, he nervously looked up to her for consent. She bit her lip and nodded, feeling Marlin part her lips with his tongue, making her moan.

“Fiona, I have been hearing you are becoming quite the wild one, and that is perfectly ok, but sex is not always about wild adventure and animalistic rutting. I called Franz up her for that reason, sometimes you must give into your partner to know the true rocketing pulse of an orgasm. If you are ok with that of course.”

Fiona didn’t need permission, she immediately hopped into the German’s lap, going in for a kiss and biting his bottom lip playfully.

“Come on big boy, you will need more then this frame to make me tame.” She teased, eliciting a cocked eyebrow and grin from Franz. He lifted her up and laid her down on the setae, kissing her passionately all over. He stood up lining up his cock with Fiona’s mouth as she laid before him.

“YOU ARE A LIVELY ONE, I ADMIRE THE GLOAT. NOW PROVE YOURSELF, SHOW YOU CAN PLEASE, LET ME USE YOUR THROAT.” He whispered in a way that felt like a shout.

Fiona smiled and nodded emphatically, letting the massive cock head part her lips and opening up her mouth to accept the muscular rod. She had practiced throat fucking before, but mostly with dildos provided by the factory. This was the real deal, and she began to shiver as she felt Franz pull and push him self in her throat, using her face like a pussy, making sure she was giving him the best possible throat fuck she could muster.

Meanwhile, Tso and Amar had switched places. Tso was standing on the couch in doggy style as Amar ate her out from behind. The played with her clit with this thumb as he switched licking and eating out her pussy, and playfully darting his tongue around her asshole. Tso never had her ass eaten out before, that is, before they practiced last night. It was so delightfully dirty, and Tso now loved it.

Misty was fully panting now, she wanted to hop in to the two and have Tso lick her pussy. Or better yet, have Amar lick her pussy while Tso sat on her face. She wanted so badly to act on urges she had for a long time with Tso, to taste her cute little cunt, to make her smile. That feeling was snapped by Marsha calling her name.

“Now, let’s say your partner is of the same sex. Same applies, no matter the pairing, or group, you must ensure your partner is fulfilled. You must make sure their pussy is made your object of worship, that their titties are properly licked and sucked. That her body is shivering from head to toe.”

Misty suddenly felt terror, was Marsha telling her what she thinks she was telling her? Was she about to…with Jenna’s mother?!

“So that is why I have you and Jenna set to go. Make each other feel that deep connection that only another woman can provide.”

EXCUSE ME? NO. NO! HOW DARE YOU! I DON’T WANT THAT IDIOTIC PORN WHORE. YOU ARE A FOOL MOTHER! LET ME HAVE MY COCK!

“Huh?” Jenna said blearily as she didn’t even register in the moment that Venus just called Misty a whore, or the fact that Misty was just as shocked. Misty gulped, she couldn’t object in the moment, so she hopped to Jenna’s setae. Misty leaned in and lightly kissed her friend’s neck.

“Hey, are you ok? Let me know what is going on. If you want to leave let me know, we can talk outside.” Misty whispered as she positioned Jenna, so their legs were crisscrossed, wrapping her arms around her and putting her in so their tits mashed against each other.

Jenna could feel Venus raging within her. She felt a pull to shove Misty off her and to dive onto Arthur, yet it was like her brain was shut off for a moment, and in that moment, a deep thump-thump reverberated throughout her consciousness. Like something was telling her what to do, not Venus…but something…

“No.” she said softly, and she pulled a surprised Misty into a sapphic kiss, making sure spit was swapped between the two and that the kiss was as lewd as possible. Misty could only respond, as her best friend’s tongue began to drive her wild.

Arthur was sitting in the din of all this, finding himself pondering once again how a place like this even exists, when a prompt ahem caught his attention.

Marsha stood in front of him, powerful, naked, and with a red-hot intensity in her eyes. He gulped, feeling a numbing pain return to his balls.

“Then there is you, Mister Maximus, or Mathis, or whatever name you chose today to call yourself.” She said in a low enough tone that only he could hear her, nobody else could concentrate on them really. The rest of the group was progressing in the learner’s orgy, keying on Tso and Amar’s example and progressing their lovemaking.

“You see, I would be damned if I let you lay a finger on Jenna in front of me, nor would I even think to allow you to fuck any of these other women. I know what stock you come from.” She said as put her foot on his chest and pushed him over, climbing on top of him and leaning in close.

“So, for the good of everyone here, you will be fucking me today.” She said flatly, licking his cheek from dear to chin in a show of pure dominance.

If Arthur could unleash a scream, he would. This wasn’t leveraging a horny librarian for information or even proving his worth to a crazy Russian. Jenna was sitting not four feet from him, currently getting her nipples licked by Misty, and he was supposed to just fuck her MOTHER right here?

Then it hit him. What he…said to himself…in his dream…to be a real man.

“I am not my uncle, you know.” He said back to her as she pinched his nipples, making his cock twitch, hard.

“Forgive me if I don’t believe you, or don’t, I don’t really give a shit.” She said cold as a freezer, squeezing his balls a bit too lovingly.

“Let me prove it to you then. Let me show you that I am everything he isn’t. Would you at least give me that chance?”

Marsha almost scoffed at him…but then again, he had not moved once since she jumped on him, he was laying there like a petrified slab. His uncle would have tried to pin her down and slam his cock in her pussy. He tried at least.

“You have my attention; you have 10 seconds.”

“Fine. I don’t know what happened to my uncle and you, nor do I blame you for loathing him. I don’t believe in his insanity, and I think I only know one way to prove to you otherwise.”

“Time’s up. Let me simplify this for you.” She negotiated as she ground her pussy on top of his cock. She had to give him one thing, his cock was a specimen.

“If you can make me cum, five times before you do, and share the pleasure with me like the rest of this class. Then maybe I will consider what you are saying. If you cum before me, even once, you’re done. You will be chucked out the door to go crawling back to your uncle.”

“Deal. Now, may I lick your pussy?” Arthur didn’t even let it hang in the air. He knew what he had to do.

“By all means Arthur, go ahead, and remember…save that cum or else.” She said with a complete air of confidence as she unmounted Arthur and rolled over on her back, spreading her legs. Arthur dove in and began to lick Marsha’s pussy, taking his time and listening to her reactions.

OH, SHE WANTED HIM FOR HERSELF?! THAT BITCH!!! NOT LETTING HER PRECIOUS TULIP GET WHAT SHE WANTS HUH? SHE WILL PAY!!! WHY ARE YOU NOT LISTENING TO ME?!

Normally, Jenna would have been hearing the tirade from the inner shadow, but she was just following instinct alone as she and misty ground their pussies together. The wet sliding sounds combined with Misty’s light breaths and exclamations of joy occupy her mind in total.

She didn’t know what was driving her…it was like something…deep down…was telling her to focus on the sweet and wet pussy of her best friend. A distant voice, not Venus, that she heard only once before.

Oh yea, YEA, she is making our pussy so wet, like, God she is so hawt! I can’t wait to taste that pussy juice, I bet it is so yummy!

Jenna smiled and felt the euphoria of lust roll over her. A second voice in her head.

A hot, sexy, curvy voice. Lustful. Giggly.

Blonde.

…

The Doctor popped her third Advil as she steadied herself against her desk.

She doesn’t remember much, just talking to Athena, then being incredibly horny, then all she could recall was pussy, tits, ass, and tits. The evidence of such laid around her, all her assistants, nurses, and security were strewn throughout the room, laying on the ground and snoozing. All of them slaves to the Master.

She stumbled through the pile and walked out the office door, remembering she had to check the observation room for…something…someone…Athena.

She opened the door to the operating room and rubbed her eyes to try and see.

“Mistress Athena? Are you still here?”

A shape appeared in her blurry vision…and then another…she rubbed her eyes to clear them one more time and she yelped from surprise.

Athena was there yes…but so was another woman.

She almost resembled Athena in physicality, nearly to a tee, everything down to the bolted-on tits was almost a perfect duplication. The only difference was her face, and her hair, a short crop of crimson red hair, undercut on the right side of her head and combed over to fall completely on her left.

She wore a matching outfit to Athena, a three-piece suit with no undershirt, letting her momentous cleavage feature between the gap in the jacket’s front.

“Doctor, good you are awake, we are about to leave, I was hoping you would come and say goodbye.”

“Athena, who is this, what is going on why haven’t you called the master?”

“Master doesn’t have to know anything, remember?” The amazon said as she winked at her companion and strode around the Doctor, blocking her exit.

“But he must know, you dare go around his authority? And who is this pers…” She stopped as she felt a sharp slice on her neck and fell to her knees.

“Doctor, you will listen now and listen well. You will not tell Mathias a thing, you will forget I am even here, and if you even think about it, you will have a migraine so powerful that it will rock you senseless. Do you agree?”

The doctor nodded obediently, and Athena gestured to her love, who smiled and strode over.

“You see my love? I told you. This is what that man expects us to be. Easily manipulated. Dull and Dense. Sleeves for his cock.”

“Disgusting. To think I was going to be like this. It is pathetic.”

“It is my love, and now you are like me…perfect…but while we are here. Wouldn’t hurt to test out your new body, right Artemis?”

Artemis smiled and kissed her mate, jockeying with her tongue to reach down the other’s throat. She was way ahead of her, feeling a bulge under her suit pants. She unzipped the front fly and let her brand-new cock burst forth, it was similar to Athena’s, but the pattern of the ridges was its own unique design. Artemis grabbed the back of the still enthralled Doctors head and pressed her lips to the tip of her penis, the **** instinctually taking it in her mouth and allowing Artemis to slide it all the way down her throat.

“Fuuuuuck YES, oh darling I love being perfection!” Artemis grunted as she grabbed the back of the Doctor’s head and used her like a pocket pussy, slamming her head up and down her new cock. Athena watched with pride as Artemis face fucked this worthless ****, now she finally had an equal.

She grinned, the sinister thought of Mathias taking the place of the Doctor, being held in place while they fucked him from both ends. That way Athena could look into Artemis’s eyes as they pumped gallons and gallons of cum into him, screaming in joy and pleasure.

The Doctor fell to the ground, a stream of frothy cum falling from her mouth.

Artemis flexed and her cock returned inside her body, being replaced by her constantly engorged clit.

“Are you ready my darling? The next step in our plan begins.”

“To make more?”

“That’s right, but before we can even get to that point, we need to make a little pitstop.”

Athena kissed Artemis, grasped her by the hand and walked out of the door, leaving the doctor passed out in a puddle of cum.

Jenna Franklin needed to see. Jenna Franklin would soon become perfection.

Note From Ted: *wipes forehead* holy shit, that took a while. I think this might be my longest chapter to date. This is a pivotal moment after all. And I am happy this one didn’t take a half a year to write, I don’t like ghosting the story for that long, this isn’t JonTron. Thank you for the support and enjoy!