This story will be a break from my other one, it feature yuri and (morphing - meaning normally female that transforms) futanari sexual encounters, so if you don't enjoy that turn back now. It will more than likely feature a harem, though I not specifically planning for it since characterizations will be slightly different either for realism or to account for past encounters / history / flashbacks that I have in mind.

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It happened quickly, one minute she was washing her hands in the bathroom, the next she was on the floor desperately trying to knock off one of the other students. He was snapping at her like some wild animal! There was a blank look in his eyes along with a crazed seemingly bloodthirsty expression. Fear was laced in her features as she struggled to push away the larger male student whose uniform was covered in blood.

There was something wrong with him— he wasnt responding to anything she said! Pinned down, it was all she could do to bend and twist her body and head fiercely, to avoid the attempts to bite her. His grip on her shoulders was intense, but she had managed to get her arms across his upper chest before she fell backwards. She kept smashing his throat with her elbow, but it was like he didn't even feel pain anymore. The crazed boy's only focus was on attacking her.

His strength was incredible! Even though the teenage girl trained rigorously in both Karate and Taekwondo since she was a kid, he was still managing to overpower her through strength alone. Finally, able to get some leverage, she tilted him sideways and elbowed him viciously in the face, before sitting up and following up with a devastating palm strike to the chin. The blow caused his head to bounce with a sickening crack on the tile and concrete floor and his movement stopped almost immediately.

The girl felt chills run through her. She had undoubtedly just killed this other student. Everything around her was drowned out in the fear and shock of what she had just done. Her body had simply reacted from all the training she had been through, but that didn't change anything. Looking at her hand numbly, she could see it was shaking and it took a couple of minutes before the dizzying spell passed and she was able to collect herself enough to stand up and gather her surroundings. Everything felt so out of place, but it was then that she picked up noises coming from the outside and all around her.

They were desperate cries of fear, anguished cries of pain, and the vicious wailing of those fighting for their lives. Something was wrong, very wrong. She knew she had to calm herself and get out of there. Closing her eyes briefly, she clutched her fists tightly while taking several deep breaths, each time loosening her grip. When she collected herself, she quickly made her way out the door, only to stop immediately and look to her right.

As she took in the scene in the hallway, it became apparent that the world she was used to— had taken a turn for the surreal. Just as the one that was now lying in a pool of blood in the bathroom had tried to do to her, there were numerous students appearing to be 'feeding' on the bodies of other students. Her classmates were dead. Blood was everywhere— on the walls, on the ceilings, on the windows and doors. It looked like a scene from some crazed horror movie, but she knew this was reality. The scent of blood was nauseating; it was she could to do keep from panicking as she turned away from the horrible sight. As the color drained from her face, the young woman knew she had to leave before the horde of students in the hallway came down on her.

Turning around quickly, she had noticed in the few brief moments she had been distracted by the nightmarish scene on the other side, two male students were lurching her way. She did not recognize either of them, but it did not matter. The blank look in their eyes… it was the same. Charging them with an anguished expression, she hit the first one with a powerful aerial roundhouse kick. Nearly the full weight of her body had gone into the blow against the male's face and it caused an audible snap as his neck lolled to the side and he bowled over the other male next to him. She was surprised at her own strength, never having seriously tried to hurt anyone, but she collected herself more quickly this time and rushed towards the stairs that were nearby. As she was running by, she noticed the one she kicked was immobile but the other was already starting to get up, did only head trauma affect them? It was the same with the one earlier…

What in the world was going on?! This was the one thought that raced through her mind when she saw the throng of corpses in the stairwell. There were so many bodies twisted in misshapen forms and so much blood, it was difficult to tell them apart. This is crazy! Was there anyone still alive? Her composure was beginning to crack when she heard a scream from the next building over. A chill ran through her—one part of her wanted to rush over and help the individual, but another simply wanted to escape this nightmare. No…! I have to save them, or there won't be anyone left! Her hesitation was short lived and she made a mad dash through the double doors past several clubrooms, which were empty at this time of the day, then past another set of doors before she saw them.

She immediately recognized one of the three figures, Rei Miyamoto a classmate of one of her club members, was standing paralyzed in fear. The other was facing away and he struggled with a teacher, who was likely in the same state as the students. As Rei stood still watching the two grappling, they finally turned towards the girl who had dashed through the doors.

"Let me go…! You piece of-!" the boy growled at the teacher who had him a fierce overhead grip and was clearly much stronger.

"Hisashi-kun!" she called out to him, noticing he had been bit on the arm.

Hearing the nearby voice, the boy glanced at her briefly and recognized her, "Miyako-senpai, please help with this guy! I don't know why but he's crazed and ridiculously strong! I can't get him off me!"

Considering their close quarters, there was only one thing she could do. Wasting no time, she quickly performed a spinning hook kick. It connected viciously, the blow while powerful, did not kill the teacher and instead sent him into a dizzying spell that caused him to release the boy and fall to the side. His head smacked into several of the steel railings along the walkway, which snapped his neck before he hit the ground.

Miyako stood there and watching the sickening sight, it was like a puppet that had their strings cut and tumbled down. Being in the presence of others now, made her more self-conscious and she wrapped her arms around herself in a panic as she stared at his body. Hisashi, who was feeling weakened form the encounter, came to her along with Rei behind him, and he placed a hand on her shoulder, "It wasn't your fault Miyako-san, you were only trying to protect me and he wasn't right in the head."

She did not hear his words and merely stood there.

Dismayed, the boy shook her roughly, "Miyako listen! It wasn't your fault! Do you hear me? Snap out of it!"

Turning towards the both of them and relaxing a bit, she took several deep breaths to calm down. Her heart was still racing. "Yes… you're right," she replied more calmly.

"Your hurt Hisashi…" Rei commented, while eyeing his arm with concern. "I am sorry, I just couldn't move when you were attacked so suddenly."

He smiled weakly at her, "Don't worry about it, it's just a scratch."

Despite this, Miyako could tell he wasn't himself. She was in the same club, and had sparred with him on numerous occasions, so she knew him very well. "We need to get that treated."

"The nurse probably isn't a very good idea…" he said starting to feel a bit strange.

She nodded in agreement.

"What about a first aid kit?" Rei offered.

Thinking about it a moment, Miyako followed up, "The observatory! There should be one there, and probably not too many of those things there."

The young man nodded weakly seemingly less sure of himself, his expression was dark. He knew what was happening— he had seen it on the way to find Rei. Slowly he was becoming one of those creatures, he couldn't let that happen. Especially since both the girls were important to him in one way or another. He would rather be killed before turning on either one. "Wait…!" he called out feverishly as loud as he could muster.

"He tried to push himself away, but Miyako held him fast, keeping him from falling. "Your hot…" she said in concern. "What's wrong?"

"Please let go of me, it's happening… I can feel it."

Rei's eyes widened, "Nooo! It's not true! You're just a little out of it!"

Looking him over, she could see some minute changes occurring. His skin was paler and had grown a more ashen color. Everything was occurring quickly, just like the others all around them. Her face, much like Rei's was in anguish, however she could not deny it even if it was her good friend. "I… understand." She moved over to a railing and settled him against it gently.

"What are you doing Miyako?! We need to get him treated!" Rei screamed at her.

Turning towards her, she retorted firmly, "This is what he wants. You can see what's happening for yourself!"

His gaze was out of focus now but he was staring up at Miyako, ignoring Rei. "Miyako-senpai, I… want to die while I am still me. You… understand, right?" What little of his awareness remained, felt her get close to him and tense up. He closed his eyes.

Before Rei could intervene, she knelt and quickly placed her arms around his head, "Goodbye my friend, I will miss you." She whispers then with a violent twist broke his neck. Her emotions in turmoil, she pulled away with a red broken expression, nearly on the verge of tears. Looking at him, she could tell it was over. His form was slumped and lifeless. Despite this though, his skin was almost completely ashen as if he had been dead for some time.

Rei stood nearby, an expression of disbelief and anger, it was all so screwed up she couldn't understand any of it! Seeing the look in Miyako's face she stayed silent, she wanted to blame her, but it was in fact partly her fault this had happened. Tears were streaming down her eyes as she looked away. She didn't help him when he was being attacked, but the other girl in front of her did. How could she blame her? Why did all this have to happen?

Weeping silently, Miyako glanced at him once last time. She could hardly believe what she done… was it all from her training? Was it way she had been brought up being told about how harsh life could be? All she could think of was that she would have wanted someone to do the same for her if it came down to it. It just seemed so cruel… but she knew it was the right thing. Taking a deep breath, she wiped her face and saw that Rei, who had also been crying, was staring at her.

"We need to get out of here…" Rei said, her voice on edge, as she stared at the undead students who were approaching them from the connecting walkway. "Where do you think we should go?"

Turning towards the city for the first time, she saw fires, smoke was billowing everywhere, sirens were going off in the distance, cars were streaking through the streets erratically and getting into accidents, there were shouts of people screaming and fighting, and occasionally, what sounded like gunshots going off. When she turned back, she saw the other girl had a grim fearful expression. Taking her hand, "I don't know, but before we go, I want to see if Saeko is okay. If anyone, I think she could make it through this." The other girl gave a small nod; she was frightened, but recognized the name of the Kendo club captain. She had also seen Miyako and her together on a few occasions during their club activities which were held in the same building in different rooms.

They began heading towards the rooftop observatory building, which was only a short distance away from where they stopped. There were no visible creatures in the area and there was a phone inside. Checking the door, Miyako discovered it was locked. It was expected given that they were supposed to be in class still, she could have broken in then but that would have made a lot of noise and she didn't want to attract anymore of those things to them. She sighed and moved on towards the side of the building. A set of stairs led down to the courtyard and club house areas. Pausing a moment to look out, they saw there were many undead students milling about below.

Turning towards Rei, "We need to find you a weapon. I wish… I could say I would protect you, but those things. They are not like normal people, I don't know what would happen if I had to fight many of them at once."

"I understand…" she replied softly. She didn't want to admit it, but by all accounts, Miyako was much stronger than her boyfriend Hisashi was, both athletically and in training. Unlike him, who had only been doing it for a couple of years. This girl had been at it her whole life, and was very talented according to many of her friends. The thought was comforting to some extent and she felt safer just having her on her side, but she knew it was best not to rely on her completely. She did not want a repeat of what happened earlier.

"It's probably best if we avoid as many as we can," she said as she guided Rei along down the stairs. As they quietly made their way down, Miyako noticed something strange, even though some of them were clearly looking in their direction none of them were making their way towards them yet. Holding up an arm, she held Rei back, who looked at her in confusion as she stared them for several moments. Perhaps they can't see them and are using their other senses? Leaning in close, she whispers in Rei's ears her thoughts, the other girl then looked them over and nodded.

They began moving down the concrete stairwell more quietly, as they got closer and closer towards the milling students it became clearer, none of them were reacting to their presence. Leaning in close to Rei again, she asked softly, "Do you want to wait here or follow me closely? I am going to try and sneak past them without fighting, even if Saeko is not there, I can probably get you a bokuto. That is probably the best weapon we can find on campus."

Looking around, Rei didn't see anything other than the listless students nearby. It would probably be safe and she wouldn't be much use if things turned ugly, until she had a weapon. She was extremely uneasy however, given what had happened earlier. Her face was awash with anxiety.

Miyako placed a comforting hand on Rei's shoulder and leaned in, "If you crouch down here, you can easily see above and below. And if anything happens, you can just call out to me. I can cover the distance to the dojo and here in less than fifteen seconds."

Glancing between the building and the stairs Rei, knew it was likely possible for her to run that fast. But she would be unarmed and relatively defenseless in the meantime. She was less sure about mingling between them students though. Swallowing hard, the girl summoned her courage and stared at the other girl before giving a weak nod. Moving with her back against the concrete rails of the stairway she crouched down where she could see above and over the yard as had been suggested.

The brunette girl began making her way over to the dojo as carefully as she could. Fortunately, the soft school slippers made the job much easier than the clunky regular ones. She glanced back at Rei, at regular intervals to make sure she was safe, until she reached the building. As she suspected, no one was inside and opening the door as quietly as she could, she headed inside towards the training swords rack on the far end. The dojo was completely open and had no hiding places aside from the changing rooms which were both closed. Looking down at the rack, there were several shinai and a few bokuto. The former would be easier for Rei to use, but useless against the students and teachers. She grabbed one of the medium sized wooden swords. It was somewhat worn but well balanced and could be easily carried by someone of Rei's size.

She could tell it was well made based on the type of wood and the fact it actually had a wrapped grip and guard. One of them was missing though… perhaps Saeko had already come by and gotten it? The thought made her hopeful. She was about to leave, but then decided to grab the last one along with one of the sheaths that had a sling. Lacing it around her shoulder, she carried the extra one on her back and started to head back with the other one in hand. Right as she was about to go out the door, she remembered about the gear that was stored in the nearby storeroom… the kendo gloves, or kote, would be extremely useful for protection since they were padded and covered most of the forearm. Going inside, she quickly rummaged through the shelves where everything was kept and found a couple of pairs that were in good condition and fit her hands.

Outside Rei was becoming even more nervous, what was taking so long? Had Miyako gotten attacked? Surely she would have heard something… but maybe she wasn't able to react in time and unable to call out? No… there was no way, these things wouldn't be subtle - they didn't care about that. Looking out over the courtyard again, she breathed a sigh of relief as she saw Miyako heading back and with something underneath her arm along with the wooden sword.

Seeing the expression on the other girl's face Miyako silently apologized, but Rei shook her head as she noticed the extra pair of gloves.

She vaguely recognized them as the practice gloves the club used to protect the hands and forearms. They were a bit clunky, but would easily guard against any potential bites. If only Hisashi had been wearing these earlier… she thought glumly. The event was still very raw in her mind.

It was easy to see what was going through Rei's mind as she stared at her. These would have kept her friend from getting bitten—a scream suddenly jerked their attention back towards the school building, there was the sound of breaking glass along with a scuffle going on not too far away, it sounded like it came from the nurse's office. The wandering students suddenly reacted and started to head towards that area.

"Come let's go around the back," Miyako said in a hushed whisper.

Rei nodded and with the gloves and sword in hand, followed after the other girl quickly down the stairs.