New Self Defense Class at Washington High - Chapter 13, part 4 - Mrs. Fillmore's Transformation

**Chapter 13, part 4 - Mrs. Fillmore's Transformation**

An update is in order…

Tommy and Miss Spalding were now at the hospital to have Tommy’s injured cock examined.

Mr. Falls, the Phy Ed teacher had his right nut ruptured by his student, Sally - who was just trying to help him move his balls to the middle of the gym! - was now back in the nurse’s office in one of the back rooms, passed out from his injury.

Mr. Wilson, the pervy science teacher, just had both his nuts jabbed with long needles with the understanding that it was the COVID vaccine, and had his left nut twisted off by the grey-haired Mrs. Fillmore (the strict, but coming-out-of-her-shell, anatomy teacher) and was still passed out and strapped standing up to the end of the hospital bed in the nurse’s office.

And Gail, the nurse’s assistant, who was in charge of the nursing station for the day, was accompanied by two senior girls, Heather - the girl with the growing reputation of being the school’s best nut tester - and Andrea, the cheerleader who, through the course of things, now was helping the others test nuts in the nurse’s office - oh, and was now sans bra and underwear, wearing only her tight, light pink, leggings and a white button-down Oxford shirt.

And now they were joined by little Charlie Watts, a short, skinny senior boy whose mother signed him up to have his nuts tested, even though he wasn’t even in the girls’ self-defense class.

“Charlie, come with me over here,” Gail said, looking at the form he brought from his mother. “And please strip down to your underwear.”

“Ahhh, my mom had me wear these white lycra shorts - said it was for the test,” Charlie said, somewhat shyly.

“Terrific!” Gail said, “Strip to those shorts and join me over at this bed.”

Looking over at Mr. Wilson, who was just a few feet away, strapped to a bed not far from his, Charlie asked, “What happened to Mr. Wilson? He doesn’t look so good.”

“Oh, he’s fine,” Gail tried to reassure her new patient. “Both of his nuts are still attached, nothing to worry about. Step over here so we can strap you in.”

“Strap me in?” Charlie said, starting to look even more nervous.

“Of course, silly. For your test!” Andrea said as she came bouncing over, holding Heather’s hand.

Heather had the chart in her hand of the day’s “volunteers” when she noticed that Charlie wasn’t even signed up for the class. “Wow, you signed up for nut testing and you’re not even in the self defense class?!”

Charlie, who was now completely strapped to the end of the bed standing up, dropped his head in embarrassment, “Yeah, my mom signed me up so my older sister could practice self defense on me on account-a her working downtown.”


"Aww, that's so sweet," Heather said, actually touched he'd do this for his sister.

“Shall we get the kicking started?” Mrs. Fillmore said, eager to help out.

“You won’t be kicking anybody in that outfit,” Gail said, grabbing Mrs. Fillmore’s hand. “Here, come with me.”

“Ahh, that’s very sweet that you want to help out your sister like that,” Andrea said, tousling his hair, and maybe purposely rubbing her chest against his shoulder.

Heather noticed the stirring in Charlie’s tight white shorts - is he getting hard? She thought to herself. If so, he’s not working with much down there. She went over to Andrea and whispered very quietly, “Umm, is little Charlie getting a stiffy?”

Andrea looked, squinted her eyes, and then looked again. “If that’s a stiffy, he must not have hit puberty yet,” Andrea said holding back her laughter.

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“I know Miss Spalding keeps many different outfits here in her office,” Gail said, opening up a closet that had lots of different clothes hanging inside. “Let’s get you out of that long dress and into something much more conducive to kicking nuts.”

“I didn’t even think of that,” Mrs. Fillmore said, grabbing a hold of her long, bulky dress, realizing Gail was right.

“You should probably slip out of that so I can see what might fit you,” Gail said.

“Oh, okay,” Mrs. Fillmore replied. “Can you unzip me?” She said turning around, giving Gail access to her back.

Both ladies were a little apprehensive. Sensing the tension, Gail put both of her hands on her shoulders from behind and whispered, “This will be fun. We'll find you something really cute!”

Gail slowly brought the zipper down on the back of the dress and noticed she wasn’t wearing a bra. As she unzipped the dress, the back of her hand made contact with Mrs. Fillmore’s back. “You have very soft skin,” Gail said in a hushed tone.

“Thank you, my dear. I’ve been blessed with that my whole life.”

When Gail was done with the zipper, she brought both hands up to the top of the dress, pulled it apart, and let it fall to the floor. When Mrs. Fillmore turned around, Gail couldn’t help but blush, and then smile a huge smile. “You are beautiful,” Gail said, looking the teacher up and down.

Now it was Mrs. Fillmore’s turn to blush. “Hush, young lady. It’s been a long time since anyone has called me that.”

Gail stood in awe of the 60-something woman that stood before her. Her breasts were large - probably a D-cup - and yet had very little sag to them. They had almost a teardrop shape that caused the nipples to point up in a beautiful slope.

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“Maybe you want to give him the Mr. Wilson treatment?” Heather said with a smile on her face.

“The what?”

“You know, the Mr. Wilson treatment?”

“You want me to twist his nut off?”

A bit exasperated, Heather walked over to Miss Spalding’s desk, grabbed the cup of coffee that had been sitting there all morning, moseyed over to Andrea and threw the coffee in her face, with much of it landing on her shirt.

“What in the hell?” Andrea exclaimed, a bit upset at her new friend, “Why did you…” then it hit her. *Ahhhh, the Mr. Wilson treatment*. Now she got it.

“Oh, no!” Andrea screamed, making sure to face Charlie. “This shirt is soaked! Quick, hand me my other shirt!”

Heather went racing across the room while Andrea started unbuttoning her white Oxford shirt, now facing away from Charlie in fake modesty.

“That’s twice in one day I’ve had coffee spilled on me - can you believe that?” She said, now turning to Charlie completely topless.

“I, I, I… can’t be-be-believe that,” Charlie managed to sputter out upon seeing his first pair of live tits ever in his life. “Did it - um - burn you?”

“I can’t tell,” Andrea said, stepping ever so close to Charlie. “Do you see any scalding on my chest?” She said as she swayed her torso back and forth right in front of his face.

“Well, I, um, don’t really, um, see any b-b-b-burn marks,” he spit out, eyes glued to her amazing breasts.

“Well, that’s a relief,” Andrea said, now putting on her tight crop top shirt and spinning toward Heather and whispering. “Oh my God, look at it! It’s like two inches!”

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“I never knew you had such an amazing body,” Gail said with a hint of excitement. “I mean, you always wear those - no offense - those baggy dresses. But look at you!”

“Now you’re embarrassing me, young lady.”

“I mean it. You’re a knock out. I hope my boobs look that great when I’m your age! And you don’t even wear a bra!”

“I never have. I think that’s what has kept mine in good shape. My breasts have found a way to support themselves, it's pretty natural when you think about it. And that’s why I usually wear baggy clothes, to hide these puppies,” she said lifting both of them up with her hands.

“Those are incredible! But hey, we got to get started. Let’s find you an outfit suited for kicking balls!”

“Now you’re talking!” Mrs. Fillmore said, stepping closer to her new friend.

Gail pulled out a very small, pink button-up shirt and held it up to the teacher’s chest. “This is super cute!”

“It’s cute, but can we find something that will cover my tummy?”

“Yeah, good call,” Gail agreed. She continued filing through the rack of clothes when she came upon a white, long-sleeved, button up shirt that was ribbed and had great stretch to it. “This is great!” She said, holding it up to the teacher.

“This might work,” Mrs. Fillmore muttered as she grabbed it from her hand and slipped her arms into it.

“Here, let me help you with the buttons,” Gail said smiling. When the buttons were all fastened, Gail stepped back and gazed at the anatomy teacher in awe. “That fits you like a glove!”

She was right, the stretchy white fabric sensually hugged every curve, allowing just a hint of nipple to show through.

“Now we have to find you a skirt!”

Gail went rifling through Miss Spalding’s collection of short skirts and quickly found one she thought would do the trick. “This should work! Try this on.”

Mrs. Fillmore grabbed the skirt, astonished at how little fabric there was to it. “I’m not sure I can wear this.”

Seeing the teacher’s rather large white granny panties, Gail swooped in and said, “you’re right. These underwear do NOT go with this skirt!” And just like that, she pulled them down and off the teacher, spun around and pulled out the top drawer of Miss Spalding’s desk. “Here we go!” Gail said, pulling out a tiny black thong, still in its package.

“She has a drawer of panties?” Mrs. Fillmore asked bewildered, holding her hand over her pussy for modesty.

“Oh, yes. It was one of the first things she showed me when I started working here. You never know when a student is in need of a fresh pair!”

Mrs. Fillmore begrudgingly grabbed the panties from Gail and started to slip them on. “I guess those ones were pretty damp," she said of her discarded panties, "but I’ve never worn a thong before.”

“Oh, you will love it! Now try on the skirt!”

"Does she have any nylons? I'm not keen to bare legs."

"I don't think she has any nylons, but what about these?" Gail said, holding up a pair of black thigh high stockings.

"I guess those will work," Mrs. Fillmore said, sitting in Miss Spalding's chair to put them on.

Gail was giddy with excitement at the extreme makeover that was occurring right before her eyes. Mrs. Fillmore pulled up the short black skirt over her black thigh-highs and matching black thong, zipped up the small zipper on the side, then twisted the skirt so it was facing forward.

Gail brought both of her hands up to her mouth. “Oh…my… God.” Was all she could say.

“What?” Mrs. Fillmore said, starting to feel very self-conscious. “Is it hideous”

“Oh… my… God - no! You look amazing! Come over here to the mirror!”

Gail got behind the teacher and gently, but excitedly pushed her toward the mirror on the wall to their left. When the teacher saw herself in the mirror, she had to take in a breath. “Oh, wow. This skirt is, ahh, pretty short.”

Gail, still behind her, put her chin on the teacher’s left shoulder and caressed both of her triceps from behind. “You looking amazing. Don’t let anyone tell you any different. And besides, you need the skirt this short so you can kick with these gorgeous legs!”

“I guess. But this might take a little getting used to.”

“Oh, one more thing,” Gail said, reaching up to the bun on top of Mrs. Fillmore’s head. “How about we do this,” she said, pulling the barrette out and letting her hair cascade down to her shoulders. It was a beautiful grey color with some streaks of black from days of her youth.

“Turn around,” Gail said. The nurse’s assistant looked her new creation up and down. “Stunning. You ready to go kick some nuts?”

“Hi-ya!!” Mrs. Fillmore yelled, kicking her right foot high into the air, giving Gail a quick glimpse of the black panties that were under that wonderful short skirt. But she also noticed something else and she ran across the room.

Mrs. Fillmore started laughing when she saw what she brought over.

“You can’t go kicking nuts with those sensible flats on. Try these.” Gail said, handing over a shiny pair of black stilettos.

“This should complete the outfit,” Mrs. Fillmore said, now grinning ear to ear. “I’m going to use the restroom. I’ll see you out there in a jiffy.”

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Gail walked into the main part of the nurse’s office where Heather and Andrea were messing around with Charlie.

“I see you have him secured to the bed already, good job,” Gail said, patting Heather on the back.

Under her breath, Heather said to Gail, “Look at his shorts.”

Not getting the immediate reference Gail whispered back, “Good to see he has the nut-testing shorts on, good job.”

“No…Look at his crotch. He’s hard.”

“Oh my God,” Gail said unable to hide her amusement. Then she turned her back so Charlie couldn’t see, brought up her hand and made a gesture with her thumb and pointer finger, indicating how small he was. “He’s tiny,” she blurted out, louder than she should have. “And he’s a senior, right?!!”

“Yes! We HAVE to measure that thing,” Heather said directly into Gail’s ear.

“I’m not sure we have the time, besides, maybe he’s not fully hard yet?”

“Oh, he’s hard. Look at Andrea.”

Andrea was busy doing some stretches, the super tight crop top accentuating her full bust, the bottoms of her breasts peeking out from the shirt, only a few feet in front of Charlie.

“You’re right,” Gail said. “We have to measure it!”

Gail scampered over to the main desk and pulled out a cloth measuring tape.

“Now, Charlie, I’m sure your mother told you that before we can test out your nuts today, we have to take a few measurements,” Gail said.

“Umm, no she didn’t,” Charlie said quite nervously. “Measurements of what?”

“Well, mainly your nuts. We have to get a reading both before and after the beating - um, testing, to see if there is any swelling afterwards.”

“She didn’t tell me about that,” Charlie said, hoping to somehow get out of that part of the test. “Is that completely necessary? I’m not even in the class.”

That caused all three ladies to giggle - the fact that this senior’s mother signed him up to have his nuts kicked, even though he’s not in the class.

Andrea went back to work. She stood to Charlie’s left, pressed her large breasts against his shoulder and started playing with his chest. “Now, Charlie, this is standard procedure for ALL of the guys today. I’m sure you have nothing to be embarrassed about, big boy.”

Charlie was beside himself with lust. He would have agreed to just about anything at this point.

“I guess, if you say it’s standard procedure.”

Andrea didn’t waste any time, she slid down Charlie’s side, her breasts rubbing against him the whole way, and she slowly pulled his white lycra shorts down to his knees. All three ladies had to do their best to stifle a laugh at what they saw. *How could this senior boy be THAT SMALL?* They thought to themselves. *How embarrassing.*

Once his shorts were down, Andrea turned to Gail, “He’s all yours…what there is of him anyway.”

Gail stepped over with the measuring tape and squatted in front of her patient. Being this close to his groin, Gail got a very good look at Charlie’s package. She was in disbelief at its size. Concealing a grin, she brought the tape measure up and wrapped it around his left testicle. “Looks like three inches round,” she said to Heather, "very normal." Then she motioned for her to pick up the clipboard next to her. They had to make it look somewhat official.

Heather, picked up the clipboard and next to Charlie’s name, wrote down the measurement. “Three inches round,” she said as she wrote it in.

“Now on to the right nut,” Gail said, grazing the tip of Charlie’s little guy, who was still standing at attention. “Oh, three and a half inches round!” She said excitedly. “This one’s a little bigger!!”

The other two acted somewhat impressed, “Oh, three and a half - he’s got some big ones!” Heather said, nudging Andrea with her elbow.

“And now to measure the penis,” Gail said in her best nurse’s voice.

Even though he was strapped to the bed, Charlie started squirming and swaying his hips. “Umm, do we really HAVE to take that measurement?” Charlie asked.

“Of course we do,” Gail retorted. “Your testicles provide a great deal of testosterone required to determine the size of your penis and after they get put through a thorough testing it will be imperative that we get measurements both before and after the testing. I’m sure you understand.”

“Ye-yeah, I guess so,” Charlie said dejectedly.

Gail inched closer to Charlie’s groin, turned and looked back at the other two girls, grinned and turned back to Charlie, bringing the tape measure up to the base of his little dick. Both Andrea and Heather stepped to either side of Gail so they could get a better view, smiles plastered on their faces.

“Hmmm,” Gail said, “Let me see here,” as she had her left hand pressed against his pubis bone and brought her right hand down the shaft of his cock. “Looks like…” she paused for dramatic effect. “Looks like…two aaaaaand three quarters inches.” Gail looked up at Charlie who now had his eyes closed and was visibly trembling. Heather and Andrea clasped hands behind Gail in excitement and opened their mouths wide, sharing a silent laugh.

"Is, is that normal?" Charlie asked with a great deal of hesitation.

"Well, it does put you in the category of," she paused and lowered her voice, "the category of micro-penis." She could see how dejected his face looked. "Bit, it’s okay, you’re still a growing boy!” Gail said, trying to give some comfort to the boy.

“She’s right,” Mrs. Fillmore said entering the room. “For most young men their penises are not done developing until they are 25 years old. You have some time yet, Charlie.”

Charlie opened his eyes to see an older teacher standing in front of him, but he couldn’t really tell who it was. His eyes were now glued to the female’s amazing tits, quite visible through her tight white shirt.

“Ummm, thanks,” Charlie said. “Are you a new nurse or something?”

Charlie didn’t recognize his very own anatomy teacher. Heather and Andrea were quite shocked as well.

“Mrs. Fillmore, you look amazing!” Andrea said. “That outfit is so cute on you!”

“M-m-m-Mrs. Fillmore?” Charlie sputtered out. “Is that you?!”

“Ahh, don’t be silly, Charlie. I have you in my 4th hour anatomy class. Of course, it’s me.”

“Holy shit,” he muttered under his breath, causing the teacher to blush and momentarily cover up her breasts by crossing her arms.

“Well, at this point I wouldn’t be too concern with the size of your penis, I’d be more concerned with what your testicles are about to experience.” Mrs. Fillmore said, “I’m surprised your mother signed you up for this test.”

“She wants me to help my older sister with her self defense - she’s taking a class at the college, but apparently, they don’t have any live dummies to practice on.”

“Well, that’s very nice of you to offer *this* part of your anatomy for your sister,” Mrs. Fillmore said, taking a look down at his groin when she uttered the word “this.”

“She’s my sister,” Charlie said, a glint in his eye, “Of course I’d do this for her.”

“Awww!” Heather and Andrea said in unison. "That's so sweet."

“For real, though, Mrs. Fillmore, you look super hot!” Andrea said, looking the teacher up and down after her makeover.

“That’s very kind of you to say, young lady. Gail helped me pick out this outfit. Do you really like it?”

“Yes! I had no idea you had such a smoking body! You should dress like this all the time.”

“Well, I hardly have any clothes like this at home,” the teacher blushed.

“The three of us will take you shopping, right after school today!” Andrea said. “And I love that you’re not wearing a bra - they are so unnecessary!”

“I agree! But now it’s time to help out Charlie. The sooner we start kicking, the sooner he can go help his sister!” Mrs. Fillmore said, “Are you ladies ready?”

“Yes!!” They said, throwing their arms in the air, causing Andrea’s breasts to bob up and down under her tight crop top, which did not go unnoticed by Charlie.

“Who would like to start?” Gail asked.

“What if we did like a train?” Andrea asked. “We could all line up and take turns, one after the other.”“Love it!” Gail said. “We’ll let you two students go first, then Mrs. Fillmore and I will follow right after you.”

“Awesome!” Heather said. “Andrea, you can go before me since you’re new.”

“Sounds good!” Andrea said. “Should I start with a knee or a kick?”

“Great question,” Gail said, stepping over to the two girls. “How about we just do kicks for now and we’ll see how that goes?”

“Okay by me!” Andreas said, jiggling up and down with excitement.

Without any further hesitation, Andrea stepped up to Charlie who was strapped to the end of the bed, slowly brought her right foot up to his balls for good measure, then took one quick step back, revved up and BAM!! Slammed her foot hard into Charlie’s balls.

“Nice shot!” Heather screamed to her friend. “I think you got both nuts!”

“Did I?” Andrea asked, jumping up and down, clapping her hands. Her breasts now wildly bouncing along with her jumps. “Charlie? Did I get them both?”

Charlie was still trying to recover from the blow, trying hard to catch his breath. He lifted his head, looked at Andrea, and nodded his head “yes.”

“Yay!” Andrea shrieked and ran over to Charlie and hugged his head, burying her tits into his face. Despite the great pain, Charlie managed a huge smile when Andrea released her grip.

Without warning, Heather stepped in and delivered a devastating kick as soon as Andrea backed away from the young man, causing Charlie to exhale loudly, his eyes bulging with comic effect.

“Great kick!” Andrea said to her friend.

Charlie had absolutely no time to even fathom the pain he was in as Gail immediately buried her right foot into his groin - a kick so hard, all four ladies could hear the sound it made.

Gail turned quickly to Mrs. Fillmore, “your turn!”

The buxom teacher didn’t need to be told twice. She grabbed the bottom hem of her short, black mini skirt, raised it a couple inches, displaying the top of her stockings and just a hint of her black panties to a bewildered Charlie, as she slammed her right stiletto viscously into his groin.

CRUNCH!!!

The whole room heard that one.

“Whoa!! Nice kick!” Heather said. “You may have done some damage with that one!”

Gail patted the teacher on the shoulder and crouched in front of Charlie, who was desperately trying to breathe. She cupped both of Charlie’s nuts in her right hand. “I think you may have damaged his left nut with that kick,” she said, now rolling the orb around in her hand. “Those heels are lethal!”

Mrs. Fillmore tried to control her excitement, but her rock-hard nipples were a dead give-away that she was really enjoying herself. “Can I go again?” She asked. “I’d like to try and get his right nut this time!”

Gail looked at the other two girls, “I don’t think you'll get an objection here.”

“Wonderful,” Mrs. Fillmore said, while not so subtly rubbing her large breasts which were heaving with excitement.

She walked over to Charlie who was hanging his head in pain. “How you feeling, Charlie?” She said, her breasts now right in front of Charlie’s face. Charlie lifted his head and tried to speak, but could only look at his teacher’s chest and drool.

Mrs. Fillmore leaned forward and whispered in Charlie’s ear, “I’m going to try to get your right nut on this one. Don’t go anywhere.”

The anatomy teacher took about three steps backwards, while still facing her victim. She unabashedly grabbed both of her breasts from below, lifted them up, and gave a slight squeeze of her nipples before taking two large and aggressive steps toward Charlie. Lifting her right foot with lightning speed, she shot the pointy black shoe directly into his right nut - WHAM!! - a direct hit!

“Oh, baby!” Mrs. Fillmore yelled out in ecstasy. “That was amazing!”

All three ladies crowded around the teacher, giving her high-fives and pats on the back.

“What a great kick!” Heather said, “I think he’s passed out!”

“I better take a look,” Mrs. Fillmore said, perhaps feeling a bit guilty. “Umm, girls, we might want to take it easy on him,” the anatomy teacher said, rolling around each nut in her hand. “I can feel fractures in both of his testicles.”

“Bummer, does that mean were done testing?” Andrea asked.

“Well, I’d say he took all of those kicks like a champ and that he’d be just fine helping out his sister,” the teacher said. “But Andrea, you might want to put a bra on, or maybe a sweater for when he wakes up. If he gets another glimpse of your beautiful breasts, he might just pop one or both of his nuts?”

“What? You’re kidding me. Just from looking at me?” Andrea said, truly puzzled.

“Oh, yes. It’s quite common for a male with fractured testicles to have one - or both - rupture from the pent up excitement.”

“Really?” Heather asked. “How?”

“Yes, dear, I’m afraid so. Testicles are so sensitive once they are even slightly cracked, should the male encounter too much sexual stimuli without any release, they just - poof! - explode,” Mrs. Fillmore informed her rapt audience. “So you might want to hide those puppies when he comes to.”

“Me?” Andrea said with a grin, “What about you?!”

“He couldn’t possibly get excited over someone like me,” the teacher said modestly.

“Mrs. Fillmore, have you even looked in the mirror since your makeover?” Andrea said, “You are gorgeous. And if my tits can look like that when I get to be your age, I will be thrilled.”

Andrea begrudgingly grabbed a hoodie draped over a chair in the corner of the room and put it on. “I could grab you one, if you want?”

“Oh, stop,” Mrs. Fillmore said, blushing.

“I think you better,” Gail said. “If what you say is true, I think you might rupture both of Charlie’s nuts with that rack of yours. Did you see the way he was looking at you? Here... here’s a Washington sweatshirt from the lost and found. You better put this on.”

“I guess. I think you guys are making too much of this ‘makeover,’” she said using air quotes. “But for Charlie, I’ll do it. I’d hate to see him lose his nuts before he can help out his sister, all because of me.”

The ladies could now hear moaning behind them.

To be continued...