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Katherine, or Kat as most people called her, was always one of the quiet girls who most people just ignored. Lately, though, she had been getting some rather nasty comments about her scrawny and small stature so she had set about to rectify that. After talking with the coaches Kat had gotten permission to use the smaller weight room to work out before classes began in the mornings. She liked the peace and quiet since the football team would always use the larger workout room and left her alone. She would get there early enough to have a good hour long session before showering off and heading for class. She had gained a bit of muscle mass since the start of the year, looking rather fit and nicely toned and having received a few looks from boys here and there.

Kat had woken up that morning feeling rather odd, strange churning sensations in her stomach and cramps in her lower back. By the time she got to school the feelings had subsided and she quickly went through the locker room and changed into her shorts and sports top. She still felt tense and remembered she had just the remedy for that. Looking around to make sure she was alone, Kat sat on a bench behind a set of lockers and slipped her shorts down. Kat reached her hand into her nethers and spent the next few minutes furiously masturbating. The locker room was filled with her grunts and moans as she pleasured herself. For some reason the more she did it, the greater her sexual need seemed to escalate. After nearly fifteen minutes she stopped her furious massaging and caught her breath, desperate to orgasm but her body seeming to refuse to do so. Feeling a bit frustrated, Kat reluctantly pulled up her shorts and wiped off the bench before proceeding to the weight room.

Entering she noticed her nipples were hard and poking out the fabric of her top, which now for some reason felt tighter over her breasts. She also felt the strong need and a strange tingling sensation in her groin. Trying to shrug it off, Kat figured that she would just focus on her workout and sweat it out. Moving over to the racks she picked up a set of twenty pound dumbbells and began her bicep curls. Usually she felt a bit of a burn during her warm ups, but this time she barely felt the weight in her hands. Setting down the weights, she picked up a couple of thirty pound ones but found them equally as light. Kat was a bit perplexed but felt compelled to continue, despite the fact that the strange tingling sensation intensified and began to spread out from between her legs.

Kat set down the weights she held and moved up to two fifty pound barbells, at last feeling some measure of resistance in her arms as she lifted them. As she lifted, Kat felt her clothes becoming tighter around her body. Her top hugged her chest even more closely, yet her breasts stood out just as prominently and strained the fabric. Her shorts as well seemed to be becoming tightly pulled over her body as her ass began to enlarge in size. With the beginning of the changes she felt the weights becoming lighter and lighter in her hands, like she was spontaneously getting much stronger. Kat quickly cycled through the dumbbells on the racks and found that with each increase in weight both her arousal and desire to lift more increased, as did the tightening of her clothes and the overall shape of her body.

Despite her seemingly getting stronger, her arms seemed to be slightly loosing mass, becoming thinner and more lanky, her legs seemed to be following the same pattern. Her shoes began to feel very uncomfortable as the tingling spread to her feet and throughout the rest of her body. Using the heaviest dumbbells she could find Cat got lost in her intense focus, not noticing the changes beginning to sweep her body. All hair on her body receded and left her skin completely smooth, She gained a few inches in height and her chest became even more pronounced while her petite breasts seemed to gain a cup size. Meanwhile her ass had developed a very pronounced bulge in the back that continued to grow. After a few brief minutes the weights felt as light as a feather to the girl.

Setting them down, Kat reached her arms upwards and stretched her body out. As she did, a loud ripping sound filled the room as the front of her top tore open, letting her expanded chest and breasts stick proudly out in the open. Her nipples had vanished, leaving only smooth skin over her bosom. The bell for first period rang, Kat having lost track of time, but she didn't care about that. She was driven by the yearning to continue her workout.

Walking over to the barbells Kat quickly set up one on the stand and loaded it with an amount of weight even most of the football team wouldn't consider lifting. As she was fitting the weights onto the bar her hands changed to where she had only three clawlike digits on each. Her sneakers suddenly tore apart and she stepped out of them revealing her feet with two claws as well, her ankle quickly elongating to give her a digitigrade stance. Her arms and legs were now very narrow, like they were nothing but skin and bones.

Moving back around the stand, Kat spread her legs and took her stance. Lifting up the barbell the metal stands creaked when the massive weight was removed. At first Kat felt like she was going to be crushed, but after holding the object perfectly still for a few seconds, she used her knees and lifted herself upright. Kat huffed and panted, holding her position for a few moments before lowering herself down, then back up again. On it went with the transforming girl doing squats with the almost unimaginable weight of four hundred pounds, each time Kat finding it a bit easier to go through the motions.

From between her legs a new sensation arose, feeling like things were being forced together, merging as one. The focus of the sensation moved to a location more behind than under her. As her squats continued her shorts were strained to their limits, the rounded oblong bulge pulling the fabric as tight as it could go as it continued to expand. The clothes were so confining that on her very next squat the fabric covering her rear split. The fabric contracted, exposing her ass to the open air. Her rear end had changed, cheeks merging into a single round mass that had begun to grow in size, taking on a more oblong shape. Her lower openings had merged into a cloaca-like opening which was no located on the underside of the very end of her new abdomen. Her hips reshaped, legs moving a bit wider apart so her new addition could grow unimpeded, which it did as Kat continued to pump her body and the enormous weight up and down. As this went on her stomach and waist areas became thinner, not to a great degree, but enough to make her already pronounced hips and chest seem even more so.

Her face and head were next to begin changing but went through the process the quickest. Her pupils dilated, her brown eyes soon replaced by black spots that continued expanding until her eyes were completely black. As her face began to push forward, taking on a pointed shape, her eyes moved to the sides of her head and enlarged in size. Two antennae grew from the top of her head as her lower jaw was locked open as a pair of mandibles grew to cover her mouth. As her face ended its changes, her abdomen that protruded behind her ended its growth. The last few changes she felt was the rearranging of organs inside her as her skin pulled tight across her body as it began to harden and segment into chitinous plates.

Through the whole experience Kat had felt her sexual need continue to intensify. As the transformation ended, her body was rattled as a massive orgasm shot through her new form. Kat easily thrust the weight above her head, as her mandibles clacked loudly together, copious amounts of vaginal fluids leaked from her new opening at the end of her abdomen. She stood there for a few moments, letting the pleasure drain from her body. When her high had worn off, Kat effortlessly set the barbell down on the floor and stretched her arms and legs. Feeling confining things on her body, Kat quickly pulled the taters of her clothes off herself before heading to the door.

Casually opening it and walking out into the hall totally nude, the insect girl walked back down the empty corridor to the girl's locker room. As if nothing had happened at all Kat entered, finding it empty, and began walking back to her locker, her claws making clicks on the concrete floor. As she passed a large mirror Kat stopped and looked at her reflection. She looked like a blend between a human and an insect, an ant in particular. Seeing her changed self didn't shock her, rather, it made her think like she had always been like she was. She thought it silly that she forgot she looked that way, and found it a bit funny. The thought then crossed her mind that if people saw her they might freak out, not just being an insect morph but being totally naked as well.

Realizing all this Kat very calmly walked over to the rear exit to the locker room, peeking out before stepping into the sunlight. Fortunately that side of the building looked away from any areas people would normally be in and had no windows. Closing the door behind her, Kat got an idea to avoid being seen for the time being. Placing her hand on the wall, she found she could climb vertical surface like a regular insect, "just like Spiderman" she thought to herself. The ant girl quickly and easily scaled the side of the building onto the roof. Walking across the top of the school Kat suddenly caught a faint scent that sent shivers through her body.

Following the scent trail the ant girl eventually made her way to a small skylight over the unused section of the school. Crouching down low, Kat could sense the strange scent streaming through the cracks around the glass. She wanted to get in, to discover the source of the scent that seemed to trigger a new set of instincts in her mind. All she could think of was how her arousal had begun to elevate again. Grabbing the edge of the skylight, she lifted the hinge and slipped inside the darkened room below.

Laura and Greg hurried into the girl's bathroom, making sure no teachers or hall monitors saw them. The couple quickly leaned a trash can against the door to keep people out and then set to work on each other. Greg dropped his pants around his waist while Laura hiked up her skirt and lowered her panties. The two teens began going at it like drunk monkeys, as if their inhibitions had flown out the windows. For some reason that morning they had both been incredibly horny. The two had an on again, off again relationship, but were both up for a good shag whenever the feeling hit. That day the feeling hit them both like a freight train, driving them insane with dirty, sultry thoughts.

Getting off the bus they both ran to one of the closed off classrooms, hiding behind some supply shelves as the final bell rang and the hall monitors made their final rounds. Warming up with some sensual touching, both of them could only grunt and groan and try not to make noises loud enough to give them away. After several minutes the two slipped out of the room and hurried to the nearest restroom, bolting into the girl's one and furiously beginning to hump away.

Greg furiously pounded into Laura's pussy, quickly coming to climax and flooding her canal with his hot seed. Not feeling sated, the two adolescents went at it again, and again, finally feeling their lust begin to dim after their fourth go. As the erotic feelings began to seep back into their minds, however, some new sensations started to take hold as well. Both teens felt some small lumps form on various points on their bodies as their clothes became tighter. Laura was leaning over the sink, panting heavily as she felt her entire body begin to tingle. Her boy companion had pulled out, seed dripping onto the floor. Greg stumbled backwards, pants around his knees, feeling light headed. Not knowing what was happening he stumbled out of the door and into the adjoining boy's room.