Amanda O'Neill shifted around uncomfortably from a top her broom as she hovered over the bathroom door. She had been waiting there since the start of the class period.

'Ugh, why doesn't she hurry up?' Amanda groaned. She was waiting to talk to Akko, who had always used the bathroom during this period, 'probably because she doesn't like the class'. As important as it was to talk to her, Amanda didn't want to surprise her until after she went into the bathroom, for obvious reasons.

Amanda's musings we're interrupted as the door clicked open, and a refreshed Akko stepped out into the Hall. 'Okay, time to do this' Amanda smirked, her confidence coming back to her. She waited until Akko was a little ways down the hall before she flew down behind her and tucked her broom away behind a pillar.

"Hey Akko!" Amanda greeted in a friendly tone, chuckling to herself as Akko jumped in surprise. 'She's so cute". Amanda couldn't contain her dreamy smile as Akko turned around.

"O-oh hi Amanda! I didn't... See you there." Akko looked up and down the long hallway wearing a perplexed expression. Eventually she just shrugged it off. "So, what are you doing here?"

"I was just heading to the bathroom when I saw you, so I just thought I'd say hi." Amanda said casually, gesturing behind them. Akko looked confused once again

"Isn't your class on the other side of the schoo-"

"I was skipping class! Listen I wanted to talk to you." Amanda interjected quickly, deciding to get straight to the point. She took a step forward.

"Akko..." Another step, "You're a really good friend, and you've always been way nicer to me then I deserve sometimes." Akko's eyes went wide as saucers as Amanda continued to approach.

"You're the cutest and most beautiful girl in the entire school." Amanda and Akko were now mere inches apart. Amanda took on a sultry expression as she looked down upon Akko's shocked face, her confidence fueled by the glowing blush she found there. 'Time to reel her in' Amanda gently put her arms around Akko's waist.

"Akko, I want you to be my girlfriend" Akko's face went completely red and she froze up for a few moments, seemingly too shocked to even speak. A choked noise escaped from Akko's throat before she finally found her voice.

"I-I'm sorry! I already have a girlfriend!" Akko apologized hastily as she pushed her way out of Amanda's grasp and ran down the hall, going around the corner and out of sight.

Amanda simply stood there, her face empty of all expression as she stared in the direction Akko had gone. She remained in that state for even she doesn't know how long before the doors along the hall began to open. Cursing to herself Amanda grabbed her broom and swept out the window before the students began to fill the hall.

Amanda burst into her dorm room full of righteous rage. 'Of all the ways that could have gone wrong, Akko has a damn girlfriend already!?' Amanda then realized that she had been slowly bending her broom, leaving it on the brink of snapping. 'I need to cool off' Amanda scanned around the room, thankful to see that it was empty, 'I can do it real quick'. Amanda threw her broom against the wall and jumped on her bed, resisting the urge to tear at the sheets.

Once seated she ripped off her skirt and panties. She considered masturbating like this for a moment, 'No, that isn't enough for today.' Amanda pulled out her wand and muttered an odd incantation, she then recoiled as the spell began to take effect. The sensation wasn't painful, but certainly unpleasant. Looking down between her legs, Amanda was met with a penis and balls in place of her vagina.

Amanda grabbed the new organ and it quickly hardened, reaching a full size of seven inches. This was Amanda's favorite spell for when she was feeling frustrated, whether biologically or psychologically, she always felt better after masturbating with like this.

The appendage pulsed in her hands, and Amanda wasted no time. She began to stroke her cock in earnest, going all the way from the hairless base to the pink tip, letting out a groan as she reveled in the unfamiliar sensation. Her course skin helped to create a lot of friction, but she wondered what Akko's smooth soft hands would feel like gliding up and down her shaft. 'damn it' Amanda could feel herself getting harder at the thought. She redoubled her efforts, spreading precum around her tip as it began to appear. Her other hand traveled down to her ample balls and began to gently fondle them.

Amanda's thoughts once again went to Akko, imagining her slowly caressing her balls and shaft, placing the occasional kiss on the tip. Amanda moaned aloud, completely taken in by the fantasy. Her hand stroking her cock was now moving furiously around her tip, precum oozed freely, keeping her hands nice and moist. She pictured Akko planting her lips on her tip once again, only this time those pillowy lips parted, taking her cock into her mouth. Amanda began to thrust into her hand as her climax began to approach. Continuously moaning, Amanda's body began to tense. 'Almost there!' She closed her eyes, trying to imagine one last image to push her over the edge.

*CLICK*
*WHIRR*

Amanda jumped in shock as she heard the familiar sound of Constanze emerging from her workshop. Reacting quickly, she swung her legs over the edge of the bed into a more casual sitting position and threw a pillow over her crotch. She tried to steady her breathing, momentarily scowling as her wet cock head rubbed into her pillow 'I'll wash it later'. In the meantime, she looked over to Constanze's bed expectantly, worried to see that Constanze was already coming up, although she was looking the other way. Constanze closed the entrance way behind her and turned to look at Amanda. Her stoic expression immediately turning into one of concern as she saw Amanda's flushed face and far away eyes.

"H-hey Constanze! What'cha been doing?" Amanda stuttered out, trying to divert the witch's attention. However, Constanze wasn't fooled, and she approached Amanda, stopping right in front of her. Her worried visage getting the message across.

"I'm fine Constanze, it's just a little... Uh, Hot in here is all!" Amanda mentally kicked herself for her choice of words.

Constanze dropped to her knees and rested her arms on Amanda's legs. Her head pomfing down on top of them. Constanze's eyes then remained glued upon Amanda's, who quickly realized that Constanze was going to keep her prisoner until she spoke up. Her throbbing erection demanded attention as it continued to leak precum. 'I can't lie to her, I got to tell her at least the partial truth' Amanda sighed.

"I... I asked Akko out today..." Constanze's head perked up in interest. "And she rejected me, she said she already had a girlfriend." Whilst not the direct reason behind her disheveled appearance, the memory still was not a pleasant one to recount. However, the expression she adopted as a result had the bonus of convincing Constanze, whom looked at Amanda apologetically.

"I know I thought it was full proof, but... Hey it's okay! Not like I have trouble finding girlfriends, right? There's plenty others out there for me." Amanda tried her best to cheer Constanze up, although that last statement caused Constanze to look unusually sad. Constanze began to climb up on to the bed, likely to give Amanda a hug. However, one of her handholds landed up the pillow, she put her weight on it.

A groan, small, barely audible even. But to Constanze it was unmistakable, she stopped dead in her tracks. Amanda realized her mistake and retroactively covered her mouth, trying to come up with some quick excuse before Constanze realized what was happening. However, her voice caught in her throat, and Constanze was free to discover the truth. Placing a small hand upon the pillow, Constanze tore it from Amanda's grasp, only to be met with a large smooth cock bouncing in front of her. She stared at it for a few moments, maybe a tad too long, before looking up at Amanda with a questioning look.

"I-I was just testing out a new spell, honestly!" Amanda lied, vaguely hoping that it would somehow satisfy Constanze, who shot her a characteristic deadpan.

"I..." Amanda started again but sighed in defeat. "I was masturbating, I use this spell whenever I feel really frustrated and need to relieve some stress." Constanze once again adopted an expression of concern, except now it was joined by a sad pout. Amanda quickly realized what Constanze was thinking.

"Hey Cons, don't worry about it! I was fapping in a dorm I share with 2 other people, I was practically begging to be interrupted." Amanda laughed it off, hoping to defuse the situation. Opening her eyes, she saw Constanze once again staring at her hard cock, a blush growing on her round face.

"Constanze?" Amanda asked, more to herself then to her friend. Constanze slowly reached up a hand, placing it on the shaft. Her mouth gaping when she saw that one of her hands only went three quarters of the way around its girth. 'I should stop her' but she couldn't, Amanda's body refused to move, instead she stared down at Constanze as she examined Amanda's member.

Constanze swallowed hard as she moved her hand up the shaft, eventually coming to the tip. Amanda let out a pleased groan, which motivated Constanze to continue. She brought up her other hand and wrapped it around the first, completely enveloping Amanda's cock. Constanze started to make slow stroking motions, causing small noises to regularly escape Amanda. Whom at this point was too worked up to stop Constanze, instead she leaned back and let the smaller witch work.

A particularly large dollop of precum formed on Amanda's tip, which peaked Constanze's interest. Removing on her hands, she prodded a finger at the clear liquid, marveling at how it stringed when she pulled her hand back. Curious, she brought the finger up to her face and examined it, after a while she gave it a quick lick. While it was hard to tell, to Amanda it seemed as if Constanze enjoyed the taste. Constanze let go of Amanda's cock, and dropped back down onto her knees. Suddenly, she grabbed on to Amanda's rear and pulled her forward toward the edge of the bed with surprising strength. This left Amanda's pulsing cock right in front of Constanze's face.

"C-Constanze? What are you- Ah!" Amanda moaned as Constanze wrapped her lips around her tip, her tongue quickly lapping up the precum found there. 'This can't be happening, this is too good to be true.' Amanda grabbed on to the bed sheets for support as her friend serviced her cock.

Constanze pushed further, eventually taking the whole head into her mouth. Amanda would be lying if she that the sight of Constanze's lips stretching around her large dick didn't excite her. Constanze once again wrapped her hands around Amanda's member and began to stroke the shaft. To Amanda this was incredible enough, then she felt the suction. Constanze's mouth messaged Amanda's cock head while her tongue swirled around it. Amanda began to let out loud moans, her hips twitching forward, a motion she struggled to contain, 'I can't do that to Constanze I'd hurt her'. However, Constanze pressed her tongue hard into Amanda's slit, the sensation causing her let out a screaming moan and she thrust her hips involuntarily. Constanze made a shocked noise as two inches of Amanda's cock were forcibly stuffed into her mouth, the sudden intrusion causing her to gag. Amanda moaned for a free moments before she realized what had just happened.

"Oh shit! Constanze I'm so sorry! I-I didn't mean to!" Amanda apologized as Constanze shot her an angry look.

Much to Amanda's surprise, Constanze didn't immediately pull away, and instead took a deep breath. The taller witch's mouth went agape as Constanze's head sunk another inch on to her cock before she felt the tip hit the back of her throat. Constanze kept Amanda's cock in her mouth as long as she could before pulling off it. The tip came out of her mouth with a wet *pop* and Constanze began to gasp for breath.

"Constanze... You didn't need to do that." Her smaller friend gave her a sly look before once again taking the appendage into her mouth. This time, deciding to pace herself, Constanze instead only took the head plus an inch. Bracing her hands on Amanda's thighs, Constanze began to gently bob up and down on Amanda's cock. Amanda was on cloud nine, the feeling was unlike any other else she had ever experienced, her moans filled the room. She slowly placed her hands on Constanze's head, being careful not to push her 'I can't risk doing that again'. This encouraged Constanze to go faster, her face screwed up in concentration as she serviced her friend. Amanda's moans became louder and louder, feeling her orgasm once again approaching.

"Cons!" Amanda yelled out between moans, "I'm gonna cum!" Constanze moved her head as fast as she could pushing her friend over the edge.

"Constanze!" Amanda screamed as she loosed her first jets of cum into Constanze's mouth
The smaller witch instinctually swallowed to prevent herself from choking, just as Amanda once again thrust uncontrollably. Constanze gagged hard as Amanda's cock forced its way down her throat. Constanze's face was mashed into Amanda's crotch as she blasted her hot cum directly down her throat. Constanze pulled back as quickly as she could, just in time for Amanda to deposit the last of her load into her mouth. Constanze turned her head to the side and began to quietly cough while covering her mouth. Amanda's face was mixture of fear and despair.

"Constanze! Are you okay!? Oh shit, oh shit, I did it again! I-I-I couldn't control myself, I..." Amanda stuttered and rambled, disgusted with herself for having done such a thing. Constanze eventually stopped coughing, she turned to Amanda, her face completely expressionless.

All Amanda could do was stare as Constanze climbed onto the bed, her face approaching Amanda's. Much to the taller witch's surprise, Constanze placed her lips upon her own. Her eyes went wide for a moment before she leaned into the kiss. Constanze cupped her face and prodded at Amanda's teeth with her tongue. Amanda accepted and opened her mouth, letting Constanze's tongue go inside.

Only for her to realize at the last moment that Constanze never swallowed earlier. Amanda Pulled back desperately as Constanze force fed her own ejaculate to her, but Constanze's gentle touch had turned into an iron grip. She kept Amanda locked in place until she had returned every last drop, no doubt some of which had originally been forced into her throat. Once she was finally finished, she let go and leaned back, looking at Amanda with a Stern expression. Getting the message, Amanda reluctantly swallowed her own seed wearing an ashamed and mildly disgusted face.

"I deserved that didn't I?" Amanda admitted. Constanze smiled and hugged Amanda tightly, 'Guess I'm forgiven'. Amanda smiled as well and returned the hug.

"Thank you Constanze, I really needed that." Constanze hummed in response. It was then that Amanda realized that someone wet was pressed up against her abdomen, it didn't take long for her to figure out what it was.

"Oh, you probably got pretty horny from all of that huh?" Constanze just smirked at her as she sat down, to her surprise she landed on something hard. Looking down, Constanze saw that she was resting on top of Amanda's still erect cock.

"Well then, how about round two?" Amanda said with a sultry expression.