"Sara Miller. Your turn" said the Miss Sullivan as she called at the next girl to exposed her research project. Being surrounded by sixteen years old girls was bad, but have to listen at the report of Sara Miller was even worse.

"For sure she done another report about witches and black magic" thought the teacher as Sara dressed in black clothes walked in front.

"Please!!" begged one of the girls in the class. "I'm not ready for The Witch Project 3".

All the class started to laugh. Even Miss Sullivan couldn't avoid let a small giggle escaped from her lips.

"Laugh of me all you want, because after this day ends I will be the one who will laugh of you" dared Sara. Her threat only increased the laugher of her classmates.

"My research is about a powerful spell that a witch use to punish at the women who made fun of her. It can only be cast in an special day of the year and fortunately this is the day" smiled broadly Sara and then she began to chant strange words.

Everyone felt like something terrible will be happen as the sky turned dark and the earth began to shake. Then a lighting came down from the sky, broke the ceiling and hit Sara.

Miss Sullivan got up from her desk to assist at Sara who was laying unconscious on the floor. As soon as the teacher touched her, Sara's eyes were wide opened and the teacher received a electrical shock.

"Ha Ha Ha. It worked!!" laughed Sara as she stood up feeling a great power in her. "Behold your doom!!" yelled Sara forming an energy mass with her hands.

Then, the energy mass began to take a human shape. It continued changing until become a perfect naked clone of Sara but it was semi-transparent by being form of energy. Her eyes were closed as she floated a few inches up in the air.

"It's done" gasped Sara. The effort of creating her energy clone certainly consumed most of her. "Now, I will tell you something more about the spell. It's designed to create a energy copy of myself called Trader. The purpose of this being is to work as a link between me and my desires. Trader will only exist for a half an hour. But that is enough for me" grinned Sara.

Seeing the confusion in her classmates' eyes, Sara grinned as she looked at Susan. "Maybe a demonstration will be needed. It's well-known that Susan has the most impressive set of breasts. She was blessed with a perky round E-cup breasts since she was 15 years old and since them she was the envy of most of us. Well, you won't envy her much longer. Trader!! Go and obtain Susan's breasts for me".

Trader opened its eyes and at light speed flew an entered in Susan's body. Susan's gasped as she felt a weird energy concentrating in her breasts. Then, Trader came up of her and floated at Sara's side.

"See any difference in her?" asked Sara to her classmates. All the eyes in the classroom were on Trader's breasts as they were now as big as Susan's.

"Now most of you are wondering 'What is the point that Trader have copy Susan's bust right? I will let that Trader will show you the answer. Trader!! Fused with me and give what you have obtain for me"

As soon as Trader got inside Sara, she moaned in pleasure. "Oh yes!! I can't feel it. You must be feeling it too Susan. Trader has established a connection between us. To be more specific between our breasts" said Sara as Susan's breasts and her own began to glow.

"You will see. Trader is exactly what its name means. It will trade a trait I want between us, and in this case I want your breasts size Susan".

"You are crazy. There is no way I...". Susan got speechless as she felt her breasts tingling. Then she felt her chest getting lighter. Her nipples were no longer touching her bra. "NO!! This is no possible!!" screamed in terror Susan as she unbuttoned her blouse and watched her wonderful orbs receded to her chest leaving empty the huge cups of her bra.

"Sorry Susan, but it's very possible" laughed Sara as her blouse was getting severely thigh around her chest. "This feels incredible!!" she moaned rubbing her enlarging breasts. Her hard nipples were obscenely poking through the bra and blouse.

By a moment it appears that both girls reached the middle point. In other words, they had C-cups racks. "Tell me Susan. How do you feel to stare a woman with a bigger boobs than you" laughed Sara as she continued getting bigger and bigger. The buttons of her blouse began to flew over the classroom.

The girls gasped as Sara's blouse finally was wide opened revealing a very strained trainer bra. The mounds of flesh were overflowing the tiny cups. "I almost got it all" smiled Sara as Susan's shrinking breasts were reaching the tiny size she had seconds ago.

The trainer bra snapping off from Sara's chest was the victorious sound that assure the completely transference. After that, Trader came out from Sara's body.

Sara enjoyed the lust eyes of her classmates focus on her chest. "Have a good look at them" she said thrusting out her splendid new tits to the class. They were defying gravity and her round shape made them perfect.

"See. Susan's pride and joy belongs to me know..." said Sara caressing her erect nipples in front of everyone. "... and in return she obtained my little bumps. That will happen with everyone one of you. I will gain the best traits you can offer me and you will get my inferior ones. Trader!! Go and obtain the finest traits of my classmates for me".

Trader opened her eyes once again and jumped inside her first victim. Then, she moved to the next one, and the next one, and the next one...

Since Trader moved at light speed, nobody could saw her. The only way to know that Trader had touched them was the weird energy spreading in some regions of their body.

"After Trader finished with all of you, I will be simply astounding" keeping laughed Sara until Trader had being inside of every girl in the class.

"I will like to have your attention for a brief moment" said Sara as Trader floated at her side. The girls gasped at the sight of Trader. Certainly having copy the best traits of them had done wonders for her body.

Trader now stood near the 6 feet tall thanks Leticia, the tallest girl in the room, and a fitness condition resulted of hours of workouts from the athletic girls. Trader also had blond long- straight hair that it was a combination of two girl of the class, emerald eyes, button nose, sensual lips, great eyelashes, long neck, slender arms, small hands with long nails, huge breasts, plain stomach, small waist, rounder hips, bubble-shape rear, shapely legs and cute feet.

"I can see the envy in your eyes. But to make your jealousy bigger, let me tell you that Trader not only got your external traits" grinned Sara "She also got the inner traits as intelligence, stamina, strength, and other more specific things as knowledge. Everything that is useful for me that you knew and I don't were also copied" smiled Sarah.

Then, she looked at Miss Sullivan that was trying to pass unnoticed. "Don't think that I forgot about you Miss Sullivan. The true is that I was saving you for the end. You will give me your teacher knowledge and the traits that Trader found interesting in you. But my main goal is your age" said Sara.

"Once Trader has copied your age, the great gifts that she has collected will be increased as Traded will pass for at least on more growth spurt". Then Sara looked mischievously at some of her not so developed classmates. "It won't be a bad idea if I made the best of this. Trader!! Go and obtain the best late growth spurt of my classmates for me".

At that instant Trader got inside Becky, the smallest girl in the class with an eleven-years-old body. "That will assure that the growth spurts that Trader will experience are the most radical" said Sara licking her lips in anticipation of that moment. "Getting back to you Miss Sullivan. Trader!! Go and obtain the finest traits and age of my teacher for me".

Miss Sullivan gasped as she felt the weird energy that Trader emanated in the moment she was inside a body. Only it last a few seconds, but she knew that Trader had already got what she wanted from her.

When Trader re-appeared, all the jaws were in the floor. She was beyond the 7' feet tall. Her body was even more voluptuous as she her chest had expanded 3 cups size more and her rear was 4 inches wider.

"Yes!!! That's is the body I deserve" said Sara. Without wanting to waste any more time, Sara yelled, "Trader!! Fused with me and give what you have obtain for me".

Immediately Trader fused with her, Sara's body began to glow in different places. At the same time, some body parts of the girls present started to glow too. "I can feel as Trader is connecting me with all of you. Letting me feel the traits that you are about to share. The offers that you are willing giving at your new goddess" said in ecstasy Sara as her body was glowing with a bright intensity.

"This is amazing!! I can almost hear your thoughts. I know that you are afraid, but everything will be over soon". And saying that, Sara started to draw all the traits to her body.

She moaned and gasped as her body was expanding in every direction. She was getting healthier and smarter that she was. She was draining beauty that only was possible in her dreams. She was absorbing large amounts of different kind of knowledge. Cooking, Driving, Scuba Diving, Reading, Fighting were some of the skills that she was also learning.

Meantime, all the girls cried in despair as their bodies were losing the traits that made them beautiful, or special in the case of the less gifted girls.

"Oh!! It seems that one of you knew magic also. A truly witch. Poor of her. Now her power and knowledge are becoming mine also" laughed Sara as her enlarging body was ripping apart her clothes.

When Trader came out from her body, Sara was naked and beautiful beyond words. The simple shape of her body was enough to fire the lust in any mortal that put his or her eyes on her.

"Look at me my slaves" said Sara drunk in power. Her voice was powerful and melodically at the same time "You have serve me well, and as reward for you gifts, part of me will be yours forever. You should consider lucky to have being witness of my born as a goddess" said Sara.

"That's because once I order at Trader to fuse with me permanently. You will lose all memories of how you look like, even all the people that knew you will forget of your previous appearance. Also, you will remember me since always as the way I look now. That way, nobody will know what you have give up to me and I will have the respect I deserve".

The girls looked in fear at each other as Sara extended her arms toward Trader. "Now my great revenge will take place once I give at Trader my final order. Trader!! Fuse with me and re- shape the reality" laughed Sara.

The girls hoped the worse, but then, they realized that Trader didn't move. "What?" gasped Sara. "Why are you not obeying my orders?".

"That's because she obeys me now. Fool!!" said a girl in back of the classroom. Her name was Madison, and she sounded like Sara.

"You were wondering who in this class also knew about magic, well your answer is me" said Madison walking forward. "I have also heard the legend about the Trader, but it seems that your research wasn't complete. You didn't know about the great weakness of that spell".

"What weakness?" said Sara getting a bit worried.

"Another witches like you have also tried to use at Trader for their own personal goals. That is why it backfired them. Trader only obeys at the voice of its creator. So, when I knew you were to use Trader to increase you beauty, I used a spell to enhance my voice about all the one present".

"So, when Trader entered in you..." muttered Sara.

"... she copied my voice, and when you traded traits..." continued Madison.

"... you obtained my voice and the control over Trader" said Sara defeated.

All the girls cheered up at Madison and her brilliant plan. "That was very smart Madison. Now, it will be possible to restore us the way we were" said Miss Sullivan. Stripped of her age and her grown-up modals, she acted just like the girl she was now. Of course, her suit looked a bit big for her.

Madison realized that the half hour has almost passed and Trader will disappear. "There are too many changes to make them correctly, and I will need more time. The only thing I can do is to absorb all your stolen traits and store them until the next year when the special conditions for calling at Trader will appear" said Madison.

Nobody spoke. A big silent filled the classroom. "Listen to me" said Madison calling their attention. "I don't like the idea more than you, but the alternative is that Trader will disappeared and Madison will keep your traits forever, since she is the only one who knows the spell to call at Trader".

"You are forgetting something Madison, as soon as you take the traits I have, I will recover my voice and the command over Trader" smiled Sara.

"I have also figured out the answer at that dilemma" said Madison. Then, looking through the window, she realized that the sky was beginning to get clear. "There is no much time. You will have to take a decision. Sara or me" said Madison at her classmates.

The choice was clear "You!!" yelled the classmates.

"Thanks. I will take care of your traits until next year" said Madison. "Trader!! Listen to me"

Trader immediately flew at Madison side. "From now on, you will only obey at me, Madison. My voice will not be relevant for you" said Madison. Trader nodded.

"The only thing that Trader still has from you are your memories and I don't want that". Madison closed her eyes and extending her arms exclaimed "Trader!! Replace Sara's memories for my own except her knowledge about magic".

Madison gasped as Trader made her way in and out of her body. "That way, I will keep my memories and I won't turn in a bad copy of you" said Madison to Sara. "Trader!! Fused with my and give me all the traits you have obtained".

Trader got inside Madison once more and now every body in class started to glow. "No!! You can't take this away from me!! I deserve this!!" said Sara protecting her voluptuous naked body with her hands.

"You don't deserve anything more than a great punishment Sara. Now give to me what you stole from all of us" said Madison extracting from Sara all the beauty and knowledge she robbed.

"NOO!!!" cried in vain Sara as her body shrunk and deflated while Madison busted out from her clothes. In just seconds Trader swapped the traits from Sara for the ones of Madison in the bodies of all the girls in the class. Sara returned to her old self and Madison gained the bombshell body that Trader had formed.

Standing naked in her 25-years-old busted amazon body Madison said in the powerful voice she created "You are a bad witch Sara. You almost could do a terrible damage if you greed hasn't blinded you. From this moment I will keep an eye on you Sara and I will make sure that you don't hurt at nobody again".

"You can't do this. I will have my revenge!!" menaced Sara.

"How could you? You will not remember anything of this. Nobody except me will remember you madness". Madison took a deep breath and then said. "Trader!! Fuse with me and re-shape the reality".

Trader nodded and disappeared inside Madison's body. Madison gasped as her body expelled the energy that helped to create at Trader in a form of a lightning that created another hole in the roof. After that everything went black.

When Madison opened her eyes, she saw at all her classmates seat correctly in their desk. Even nobody seemed to remembered what had just happened, Madison knew that something wasn't right. She just simply couldn't see what.

"Miss Lauren. Can I start my report?" said a familiar voice.

Madison looked at her left and found at Sara holding a bunch of papers in her hands. She was dressed nicely and according to the school regulations. It seems that her loss of magic knowledge served her well.

Just then, Madison realized how Sara had called her. "Miss Lauren?" thought Madison and the true was clear to her eyes. What she was looking different in her classmates wasn't their look, was how they were seated. All of them were looking at front, which mean that...

"Oh my ...!!" gasped Madison as she looked down to she herself. She was seated in the teacher desk dressed with a suit, just like Miss Sullivan. But those facts weren't responsible of her exclamation. The deep cleavage her low cut blouse was showing was the reason of that.

"Do you feel right Miss Lauren?" asked Sara with concerned in her voice.

"Yes, yes, Sara. Please go on" said Madison as the report will give her the time to understand what was going on. Also it will prove is Sara had really change her perspective about magic

When Sara started her report, Madison was relived that it was about the World War II and not about ancient spells.

As Sara continued, Madison experienced an overload of memories. Her whole life was re-shape as part of Trader's Magic. "I need some time to clear my thoughts" thought Madison.

When Sara ended, all the class clapped her. "It seems that you earn the respect you wanted Sara" happily thought Madison as she called out at Julia, the brain of the class.

Julia shyly walked on front and began her report. Madison was expecting some researched about the human DNA and the complications of the cloning procedures, but instead of that Julia began to talk about the pollution of the environment.

It was an interesting theme, but it was not what Julia used to research. Madison was about to ask at Julia why she chose that theme when a flash of her memory showed her that Julia had average grades. She wasn't the nerd she knew.

Madison felt sad as she understood why. She know had Julia intelligence and Julia had hers. Julia was an average student just like she was before Trader mixed up the things.

Another thing that Madison saw was a girl that was seated in her desk. She looked very familiar to her. "Miss Sullivan?" thought Madison as she recognized at her younger teacher. She was now a normal 16 years old girl and as it should be, she was a simple student while Madison had passed to be teacher of the class as the grown up woman she was now.

Once Julia finished her report, Madison decided that it was time to investigate how much Trader had change the reality. "Please class, read pages 41-46. There are some issues that need my attention right now. I will right back" excused Madison as she picked up purse and got out of the class.

She walked in the hall and observe how different it looked everything. All things were exactly the same, she was the one that had change. Her new height made her look things smaller. She was amazed as she easily was walking in high heels.

Without thinking what she was doing. Madison took out from her purse the key of the teachers bathrooms and got inside. As she walked inside, Madison realized where she was. "I walked in here as it was the normal thing to do. I wonder how much else had change in me" said Madison.

Madison gasped at the reflection in the mirror in front of her. She remembered how Trader looked after she copied Miss Sullivan age, and then she saw those attributes turned into flesh when Sara absorbed then. Now that they were looking at them imprinted in her being, the picture was different.

Slowly, she opened her suit and unbuttoned her blouse. Doing that she recognize the good fashion sense she had, also a gift from one of her classmates, as her suit fit nicely her figure.

Once she stopped admiring her new attire, the sight of her ample firm breasts was making her very excited. Her big nipples immediately got hard and poked out through her satin blue bra.

Locking the door of the bathroom, she proceed to undress her whole body. For the first time, Madison had the time to admire the greatest traits her classmates had trusted her to protect.

Her voluptuous body was well supported by her fitness condition. "I haven't make a single exercise in my entire life and now my body look firm and well-toned" said Madison .

A sudden flash of memories appeared before her eyes. Madison found herself going at the gym since she was 14 years old. She was very dedicated to her gym routine because her body started to blossom into her maturity at that age.

"That was the age that most of my classmates began to show her teenager assets" Madison remembered clearly. Now that those attributes belongs to her, it was expected that she developed them at that age too.

Madison also remembered when she went with her mom at the age of 11 to buy her new bra. At the age of 13, she was as big as her mother, and by her 15 birthday she was two cups bigger.

"This must me something that Susan experienced when she was growing up" gasped Susan realizing how powerful Trader's magic was. Her whole memories where re-shaped according at her new attributes.

Madison got speechless as she also remembered at her little brother sneaking at her in the shower or trying to look at her when she was wearing panties and bra in her bedroom. Since she was 4 years older than him, when he got his male hormones, his curiosity and attraction to her well-formed big sister became obvious.

"But, Josh is 5 years older, not 4 younger" said Madison in shocked.

Again, a new flash of memories were unleashed and she remembered that her parents got married 5 years earlier that they should be. Then, Madison born. She also remembered the face of her little brother after her mom returned with him in arms and those times when she cradled him to sleep.

"This is too much for a day" said Madison. Unlocking the bathroom door, she locked herself into a stall. Seated there, her excited thoughts were producing some reactions in her body that demand attention.

Madison looked amazed at how big and hard her nipples had gotten. Also, her womanhood was extremely wet and dripping. "It won't hurt me to please myself for awhile" she thought happily.

As soon as Madison got in contact with her nipples and pussy, her fingers began to move by their own will. She was amazed at how rapidly her ministrations were arousing her to the no- return point. Certainly the knowledge of some girls to reach a very fulfilling and quick orgasm were showing up.

Madison felt like her erogenous parts were on fire. For sure she had the most sensible parts from all her classmates. Feeling the great sexual power her body now possessed pushed at her to the edge. Her orgasm was completely draining and it was the most powerful she had had in all her life.

Her orgasm unleashed most of her still secret memories. Madison saw astonished at how her new life passed in front her eyes. Being an intelligent girl made things in school very easy for Madison.

Her body made her very popular between the boys and she was used to the envy looks of the other girls. With her body, she got a job as a young model at the age of 13. That was went she started to get involve in learning new things. That was enough to explain the vast knowledge she had gain. As her body continued blossoming, her paycheck also continue growing.

Her great IQ points assured her a place in a well-know university and her well-paid job was enough to pay her studies to obtained her teacher degree.

Gasping for air, Madison tried to regain her senses. "I can't believe this. It's like my whole life has being erased and I'm a whole new person" said Madison curling her long blonde hair.

By doing that, a strange bright coming from her hand called her attention. She looked carefully at her hand and found something that shocked her world. "This is a wedding ring!!! I'm married!!!" yelled Madison.

Another familiar flow of memories hit her as she remembered dating out with one of the male models she worked with. They got married two months ago.

"I think I have a picture of him somewhere" said Madison searching her purse. "What the..." gasped Madison as she finally noticed that she was carrying a purse. "How many things are still hiding for me?".

To answer her question, an item, until a few minutes ago completely unknown by her, appeared in the bottom of her purse. She picked up it incredulous. Madison knew what it purpose was and the meaning of its color.

Madison got out of the stall, forgetting completely that she was naked, and walked toward the mirror. Looking at her lovely face she saw to herself. "I will be a mother".

Tears of joy began to fell from her eyes as she rubbed gently her plain abdomen. In a few months she will having her first baby.

"I don't know if I will be able to quit at all of this" said Madison feeling her will getting weak against the whole universe that was opened to her. A dreamed life, a good husband and a healthy baby in the way, and not to mention a body to die for, were too much temptation for her.

"Maybe if I can do something to repay what most of them have lost" thought Madison thinking in paying implants for Susan and for the girl that lose her bubble rear. Some new teeth, lips, contact lenses, a good hair treatment, some fitness memberships for other girls. Lessons of different issues for the rest of the girls and pay the teacher studies for Miss Sullivan once she got out of the school should be enough to compensate them.

"But what about Julia and Leticia?" wondered Madison. She couldn't make at Julia smarted or a Leticia taller. "And Becky also. I can fix her body to have feminine curves with implants, but since Sara took her growth spurt, she won't grown up beyond the height she is now".

Madison knew that is the next year she restored at only them. The possibilities of losing her teacher degree will be in jeopardy as well as her successful carrier as a model because she will lose the height of Leticia and the few inches in volume she gained from Becky's grow spurt.

"I must found a way to repay my debt to them" said Madison as a final batch of memories were displayed. She remembered the magic spells she learned since she was young and also the dark magic spells that should come from Sara's side.

"With the combine knowledge of magic and my new brain, there is only a matter of time to discover a way to pay my debt to them. Doing that, I will be able to keep the life they helped to create" said happily Madison letting her motherly feelings took control of her as she caressed her abdomen signing a lullaby.

The End.