Spoiler Warning: This story contains spoilers for Assassination Classroom, if you've already seen it then go ahead but if you haven't this contains plot elements that aren't revealed until Season 2 Episode 16, thank you and enjoy the story.

It was another normal day of Junior High for Makoto Naegi, well... as normal as a classroom filled with students being taught to be assassins by a yellow octopus-like teacher who could move at Mach 20 in Class 3-E of Kunugigaoka Junior High.

Not that he was really trying to kill Korosensei, no matter how much money it was there was no way he'd take a life and while maybe a gambler would choose to do something like that he certainly wouldn't kill.

Not to mention Korosensei, despite being a super being that would blow up the earth at the end of the year Makoto didn't really see him as all that threatening, sure he was scary when angry but he just wanted all of his students to have a bright future.

But something he did sorta wish would stop was all the comments about how feminine he was, sure Nagisa looked like a girl but Rio had many times pointed out how he must have lots of his mother's genes as well as her saying "I'm jealous, you should be proud of that butt you have."

It was embarrassing for her to say stuff like that, he even overheard from Kirara that they might be planning to replace his uniforms with the Girls' Uniform, if anything that was more something he expected from them talking about Nagisa not him.

He didn't know why so many of them kept teasing him, Kaede didn't even know that he was a boy until he told her apparently, which he swore should have been a problem with Nagisa not him… it was just really embarrassing.

Sure his name was unisex but that didn't change anything right? He surely wasn't as feminine as they say he was… not to mention the crossdressing incident, why did the girls carry around that much makeup on an Okinawa Trip?

As he made his way to the top of the hill he stood before the classroom he looked around, was he the first one here? He usually came early to avoid the students of the main building and since he was fortunately relatively close to the school

No wait, there was Kaede right there by the storage shed, the one where Miss Jelavic had first tried to assassinate Korosensei but came out in a gym uniform instead. He was about to call out to her before he noticed that she was acting strange, looking around trying to make sure nobody else was around.

"I wonder what she's doing here searly…" he wondered, it was really strange, did Korosensei or Mr. Kurasama ask her to set something up for class in secret? Or did she need something for an assassination attempt she was planning and make sure that Korosensei didn't see?

Regardless he decided that he should go over and talk to her about what she was doing, making his way over to the shed and just slightly opening the door to peek inside and then announce himself as what he saw shocked him down to his very core.

Kaede didn't see him as she had her back turned as she began to lift her green hair up as some, strangely spotting some black hair underneath but that wasn't what caught his attention as from the back of her neck… grew two turquoise tentacles.

It shocked him as so many questions rushed through his mind… Why did Kaede have tentacles on the back of her neck? Was she like Korosensei? Could she move at Mach 20? Or was she more like Itona maybe? Was she always like this? Was that Shiro guy behind this?

All of these questions rushed through his mind as he just stared at her, dumbfounded until he heard her speak "Aguri… soon I'll avenge your death by his hands… he will die for this…"

She had the same voice as Kaede but… was she some sort of imposter maybe? Did she maybe get kidnapped since… this made no sense! She didn't have any traits Kaede had: her kindness, her cheerfulness and her empathy… this couldn't be her right?

She couldn't be acting since her friendship with Nagisa and himself was real… Makoto just gulped as he stared inside, feeling he should run and tell somebody but his body just couldn't for some reason…

"For months I've had to hold back my urge to just kill him outright ever since he arrived… I just had to be that sweet cheerful girl in the classroom, a background character compared to the rest… but just a few more weeks and I can finally avenge you…"

Wait… so did that mean she was the normal Kaede but was just acting? That means she'd always been like this and acting even when around just one or two people… she was probably dangerous and he'd need to tell somebody before people got hurt…

He had to sneak away, as quiet as a mouse as he thought of what he should do… maybe wait outside the gate for a few minutes before she came out and pretend he saw nothing but then tell Korosensei during lunchtime… yeah that might work!

So as he began to make his way slowly but surely away from the shed, what he hadn't noticed was one of Karma's Anti-Sensei traps underneath his feet, causing him to yelp from shock as he fell down onto his butt, accidentally slamming his back against the shed door in the process.

And then without warning he felt a sudden chop at the back of his neck, gasping as everything in that one moment faded to black and he was forced into unconsciousness…

Makoto groaned as his vision began to clear up, waking up and groaning as he tried to put a hand on his head but it didn't take him long to feel his arms were tied up behind his back and as he looked around he realised he was tied up to a chair in the shed!

How… how long had he been out for? And as he looked up he gasped at what he saw, it wasn't a dream at all as before him he saw Kaede but she had teal coloured tentacles coming out from the back of her neck! "N-No way… I really did see Kaede with tentacles earlier!

"Oh? So you did see me earlier?" Spoke the unnaturally cruel tone that emerged from Kaede Kayano's mouth, her tentacles waving about as she glared at Makoto icily, her dyed green hair going down her back and reaching her rear in length.

Not to mention her blazer was unbuttoned, her top button of her blouse was loose to give some sex appeal and her tie was loose, her cruel gaze being almost… like it should belong to somebody else entirely. "Nobody should know about my plan, but you're stupid luck causes problems again."

Needless to say Makoto gulped as he took a step back and couldn't help but feel sweat begin to drip down the side of his face as he stared at her and with concern in his voice asked "A-Are you okay? Are those tentacles... lethal to your health like Itona's were?"

"Shut up! You've thrown a wrench into my plans but I'll just have to use it to make my plan even more airtight…" she said, a devilish smirk on her face as she looked back towards him. "I can't have you blabbing to Korosensei, Kurasama or even Jelabitch now can I? So while I continue preparing I'll have you take my place."

"I've already lied to your sister that Korosensei sent you to get something and there's a chance you'll get lost… be grateful I don't just kill you now after all, if you take my place nobody will notice." She told him, going up in his face and then putting a hand under his chin and lifting it up "It'll be as simple as slitting a throat."

Makoto was shocked and slightly scared at what she was saying, shrinking back and gulping as he tried to muster some resolve "Take your place? But… I'd never agree to do something like that and you know I'm a terrible liar so that would never work!"

"Oh Makoto…" Kaede told him before looking at him with deranged eyes "Oh sweet innocent Makoto… you don't have a choice in the matter! While Makoto Naegi is away, Kaede Kayano will still be attending class and Akari Yukimura will be planning her deathtrap… oh and don't worry... I'll guarantee your performance is perfect."

And then before Makoto could say another word, Kaede began rushing around at Mach 20 faster than his perception could keep up with although for Kaede every second felt more like a few minutes, almost as if time was slowed for her as she began…

To start off she tore Makoto's clothes, every single piece from head to toe, and quickly rushed them into the incinerator, after all to make this convincing she had to make extra sure that nobody knew what happened so that meant leaving no evidence behind.

Following that she untied Makoto as it would be significantly easier if she had full control of his body after all before laying him down on the floor and beginning to massage his body with her tentacles, and due to the speed of how she was doing it it was essentially like she had clay in her hands she could mold to her will.

First off, the shoulders were constantly massaged until they were so relaxed it was like they sunk into the body to look narrow and more feminine, making his frame seem more petite as a result before next came the back, which was made sure to be arched and feminine and that alone changed his posture.

Kneading his chest slightly as she tried to give him the illusion of a feminine chest, unfortunately she had to be realistic so it looked more flat than anything else, but as she grabbed a black corset she smirked, here was where the best parts would begin.

Attaching the corset to Makoto's waist she tightened it so quickly it was almost like it was instantaneous, but regardless she massaged his stomach and sides into a more feminine shape before removing it since it would retain the shape for at least a week, not too ridiculous but believable at least and luckily for his butt and hips he already took after his mother there.

Of course however she knew she had to hide that, his private parts but luckily she had a method which meant she'd never have to look at it grabbing some tape and letting her tentacles tuck she soon had his privates covered, like they had a mind of their own, her intent but she didn't have to see.

But she wasn't done quite yet as she grabbed some industrial strength sealant and the most realistic artificial womanhood she could and then glued it on over Makoto's now invisible manhood, and while she wished she could have done it differently this was the most reliable option, and since it would be bad to expose him for too long she slid some pure black panties up her legs.

Any and all fat from Makoto's waist was also redistributed mainly to his thighs and rear, making them seem seem slightly larger as Kaede then massaged Makoto's arms and legs to make them seem daintier than before, leaving Makoto with a body which was the mirror image of Kaede's.

However she wasn't done yet, and while fortunately Makoto didn't have a single body hair his skin tone wasn't quite right, so Kaede grabbed two things, first of was a moisturizer which she applied everywhere to Makoto so his skin was extremely smooth and soft.

And yet next was the beginning of the larger changes as she grabbed some spray cans and after shaking them up and temporarily putting Makoto's hair in a hairnet sprayed some pale skin dye all across his body and grabbed a blow-dryer and settled the dye in

Following that came the hair as she grabbed a basin of water and began to run in shampoo, conditioner and of course some light green hair dye, making sure take the hairnet off and then began to scrub it into Makoto's thick hair thoroughly, and once she was done it was like there was no evidence his hair had been brown before!

She had even dyed his eyebrows too, before adding some long hair extensions to the back of his hair, which had thankfully being flattened down without the ahoge, and thanks to Kaede using an iron on them they fuzed with his hair essentially, now having long green hair going down his back.

Next up came Kaede with a nail file, clippers and of course nail polish as she grabbed Makoto's hands and feet and began to file them so they seemed longer and being cut to perfection before she applied some clear nail polish and applied it to both the finger and to nails to make them shine.

Of course Kaede hadn't added something important yet, more clothes as she quickly grabbed a black training bra to start off, pulling it onto his chest to give the illusion of waiting for breasts to grow, pulling some black calf socks up his legs and then a nice blouse, buttoning it up all the way just as it normally should be.

Following that up, a grey skirt was forced up his legs and fastened around the waist, and unlike the normal skirts just to make him feel more humiliated, she made the skirt a couple centimetres shorter so there was a higher chance of accidental wind based embarrassment.

Kaede then held him in the air and attached a black tie around the blouse, done up perfectly before the grey and black blazer was pulled up his arms and buttoned up at the front, showing the tie with the collar poofed outward and lastly putting black slip in shoes over the socks to complete the outfit.

Now all that was left was something very fun, hair and makeup! While she couldn't apply too much she could definitely sneak in as much as she knew was reasonable but before anything else came the hair would have to be fixed up!

So first she brushed the hair until it was without any tangles and trimmed a few places to be precisely identical with her old look, most specifically the bangs before pulling the hair up into two ponytails at the side of his head, resembling cat ears.

And now it was time for the coup de gras! Smirking and giggling to herself as she grabbed her makeup box and opened it, deciding to start with some primer and concealer, rubbing it across Makoto's face and highlighting his more feminine features and hiding any make ones, helping him look more like Kaede.

Next up came some foundation, grabbing a small brush and applying it wherever so there would be a good base to work off of, before following up with some blush to make his cheeks look a rosy red, plucking some of the eyebrow hairs to make them into thin feminine arches.

Following that, she brought an eyelash curler and pressed them down on Makoto's eyelashes which caused them to curl femininely before applying mascara to make his eyes all the more fluttery and to make her pout seem more pronounced and added some pudding flavoured lipgloss across his lips along with holding his eyes open and placing some orangish-yellow contacts.

Lastly she decided to give Makoto a quick face massage to relax his face with the makeup on, which helped her fix a feature or two that was out of place before then trying Makoto back up on the chair and chopping his neck, sending his Adam's Apple up and after massaging his throat he then would have a voice identical to her own.

And just like that time slowed back down, and Makoto felt incredibly disoriented and strange, his body felt like he couldn't just move, not to mention he somehow felt like he had shrunk, shuddering at the sudden rush of cold air that went across his body as he asked "What the…?"

He looked downwards and gasped, eyes wide in shock at not just how he was wearing a girl's uniform, having paler skin and what looked like a more feminine body but also his voice! "My… I sound just like you!" He yelped in pure shock as he looked back up, eyes wide as he saw Kaede, just standing there smirking holding a full length mirror.

And as Makoto looked into the mirror his now yellowish eyes widened in shock at what he saw, the hair, the body, the voice, the outfit… everything about what he looked and sounded like was… was just Kaede! "I… I'm… what the heck did you do!?" Makoto asked, frantic but before he could say another word he found his mouth covered up by a cloth, muffling his voice.

"Oh shut up, I don't need to hear what you have to say "Kaede", I can't afford anybody else hearing me… although now you see this is what I meant, with a simple few seconds for you I've turned you into a hyper realistic copy of me just of things that I could get from within this prefecture!" Spoke Kaede… no she wasn't Kaede she was Akari.

"I'm surprised at how well everything went actually! It's a perfect plan, sure it wasn't in the first revision but I should have done this from the start, now there won't be any reason for anybody to doubt me being Kaede, after all you will be standing in for me. And before you even attempt to argue… you have no choice."

"You see, now you can pass as me even if all the girls were in a sauna together I may as well tell you I have a way I'll keep your silence, I've already manually adjusted your muscle memory and I'll make sure with this you'll at the very least stay like this for a month thanks to this!" Akari smirked as she revealed… a pendulum?

"Ah, hypnosis is so good, especially since I can transfer copies of my memories and lock your entire consciousness away so not even Korosensei will notice anything is wrong!" She said, laughing slightly as she began to swing the pendulum "I'll even convince your brain that you've always been Kaede Kayano!"

Makoto, quite obviously, was shocked and would do his best to not let that work as he shut his eyes, thinking that would stop her plan in its tracks before Akari let out another laugh "You think that'll help, you forget something important! I'm not any random normal girl!" She said as suddenly she held Makoto's eyes wide open and in less than a split second removed the cloth.

And yet before Makoto could speak a single word he noticed Akari infront of him again, her tentacles on his head steaming emotions and memories into his head and using the pendulum to hypnotise him even further with her personality and locking his normal self in the back of his head.

She was moving at Mach 20 just so he wouldn't be able to resist what she was doing even though he wanted to! Two Kaede by his ears whispering commands and ways to act into his mind sweetly, telling him things like "You are Kaede Kayano, you are a girl in Kunugigaoka Junior High's Class 3-E"

At the front there was one who was keeping the pendulum swinging constantly and with tentacles on his head, massaging it to not just relax him but allow her to begin forcing memories and different feelings and commanding him externally to look into the pendulum and to listen and not look away for a moment.

Makoto couldn't fight back between the constant stream into his head, the massaging of his head causing his brain to lose most of his thoughts, gulping and barely managing to stay awake mentally with his resistance lowered to near impossible lows before he managed out "Kae… de… plea… se… this is… isn't… you…"

And just as he struggled to let that out his eyes went blank, he was fully entranced by the pendulum and too weak to resist the commands, emotions and memories that Akari had created just for her "Kaede Kayano" persona and very quickly it began to take effect.

She wasn't Makoto Naegi, she was Kaede Kayano. A cute, upbeat, caring, passive, cheerful girl who had a vendetta against women with big breasts due to her own unfortunate genetics leaving her with essentially no boobs in the slightest, and she'd express that big boobs were never the be all and end all, as well as she had a tendency to tell whenever she was ticked off.

She also really liked to gossip, hang out and generally be friends with all of the girls, and she especially was great friends with Minami Okuda and Yukiko Kanzaki, not to mention how she loves her sweet foods, and especially pudding, her taste buds would water at the mere thought of pudding!

And one thing that was implanted strongly into her was her attraction to boys, be they really masculine and manly or maybe she could go for somebody short and cute yet determined like Nagisa or Makoto. Regardless she wanted to become a capable woman in the future.

Makoto was utterly entranced, not saying a single word but if he could speak or think he'd be entirely convinced that she was Kaede Kayano and always had been, and no matter what anybody told her she would believe she was Kaede!

An entirely new life was implanted into her head and not just emotions and thoughts but her memories having been overwritten and the old ones were saved at the back of her mind to not be used for a while, after all why would Kaede need Makoto's memories?

Akari smirked, she was perfect not even Ritsu would notice anything was wrong with her so she decided it was time to initiate her final step as she whispered "When I snap my fingers, you will fall asleep for fifteen seconds and when you wake up, you'll have no memory being Makoto Naegi, fully convinced that body, mind and soul you are a girl… that you are Kaede Kayano."

She smirked, this would be fun to watch unfold "Alright so three… two… one…"

SNAP

And just like that Kaede fell immediately unconscious, as Akari united her and then rushed her outside, leaning her against the wall of the equipment shed and told her "I'll be keeping a close eye on you… Kaede." Before she speeds off at Mach 20, she couldn't have anybody else seeing her.

Kaede cutely yawned and stretched outwards as she rubbed her eyes "Oh jeez, I guess I should have slept some more rather than trying to meet Makoto up here before he arrives, I know he arrived early but I always wonder how early?"

She was completely oblivious to the fact that she used to be Makoto, and how she was now somebody different but even if she tried it would be impossible for her to remember, after all all she could remember was being Kaeke Kayano, member of Class 3-E, the Assassination Classroom.

Then, she heard a voice call out "Well, look who arrived early?." As Kaede turned her head she saw standing at the gate none other than the blonde Rio Nakamura, one of her classmates who teased her too much for her own good…

"It's not like you to be here early, were you waiting for Makoto here maybe?~" Rio teased before giving a wink at Kaede, causing the green haired girl to essentially burst into flames as she blushed.

"H-Huh!? N-No way! There's no way I'd wait here for Makoto, I just woke up earlier and thought I'd come to class sooner is all!" She spoke, steaming and looking away from embarrassment, she didn't come here to spend time alone with Makoto… if that were to happen it would just be a coincidence…

Rio couldn't help but smirk and let a small giggle escape her lips "Calm down, I was only teasing you." She explained with a small mischievous going in her eyes before continuing.

"I actually haven't seen Makoto yet, which is weird since he's usually over helping sort stuff out before Yuma and Meg even arrive and they've been in for half an hour now, maybe he's got a cold or something."

"It's a shame really, but at worst we'll probably know what happened to him next week at the latest. Now come on because even if Makoto's sick you still have your Nagisa." She teased her again, which further reddened the greenette.

It took a moment for Kaede to clear her blush as she shook her head and then sighed "You know you really should tease people like that less Rio, but you do have a point, let's head to class!" She replied as the two made their way inside.

Who knows how long Kaede would be stuck the way she was, maybe a month or even longer… but for now she'd just continue on as the cheerful girl she always remembered herself being!