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Yusuke and his friends were diving through Mementos. The group was currently working on getting stronger, gaining some extra money, and any requests that they could finish. They only had so much time and resources before they had to call it quits and leave, even if their numbers had expanded. Their group had reached the endpoint for this section a while ago, but even so, that did not mean there was nothing they could gain from it. The rewards from the quests and the money they had gained from defeating the Shadows certainly helped them. With how much they had made, they would certainly be able to cover any expenses that they might have for a while.

The Shadows they had encouraged were proving to be of little challenge to him and his friends. It would seem that they had grown too strong for the monsters that lived in this area. Before they would struggle and have to put a lot of effort to overcome them but now they barely needed to do anything. Despite that, he refused to let himself get complacent. The deeper they got, the further their renown became. He still wondered what they would find at the end and what Mementos would be like at the bottom. Surely the bottom of this place would be something else entirely.

The artist studied Mementos as Morgana focused on the road. There was always a rather enrapturing mystique to Mementos that just drew him in the more he looked at it. The place was always an unusual sight filled with many unusual but unique beings. The clash of desires and the many unique Shadows and designs of the place only added to the mystique of it all. He had tried to get it down as best as he could in his painting, but he felt like he had failed.

It made him want to figure out more about what he was missing in his painting. Ever since that meeting at the art show with that commenter it had haunted him. It kept him up at night and when he wasn’t too focused on what was happening. Still, as he went through his days, he felt as if he was getting closer to an answer, he just had to keep going until he found it. He had hoped that he would be able to find the truth of the matter but had yet to find that true answer.

Suddenly the sound of a massive gust of wind went off. They all looked for where it was coming from and before they could do anything they were slammed on the side. Everyone let out a cry as they all flew through the air. Morgana morphed back into his cat-like form as he landed on the ground. There was a shift in the air as if it had gotten heavier for a reason.

Yusuke skidded across the ground along with the others. He vaguely noticed that he went through a passageway, but that was all he could. He was too focused on trying to make sure that he didn’t wind up as another shadow’s prey and trying to stop his head from spinning.

The moment that he stopped moving across the ground,  Yusuke blinked and looked around, wondering where the others were. To his horror, none of the other Phantom Thieves were around him, thankfully there weren’t any Shadows in sight either. He frowned and grabbed his sword tighter. He saw his friends through the passageway that he came from and inwardly breathed a sigh of relief.

The sound of grinding metal and stone resounded and Yusuke looked at the source of it. He saw and saw to his horror that the passage that he came from was sealing. The young man quickly ran up, hoping that he would be able to slip through fast enough before it sealed shut.

He patted against the wall hoping that it would cause some form of opening and yet no matter how hard he hit it, it wouldn’t budge. After a few unsuccessful attempts, he gave up. It was clear that he wasn’t going to make progress finding his friends that way. He would have to find a way out on his own and hope that it paid off.

The young man turned around and looked for a path that he could go down. If he was going to get anywhere then he needed to find a way out. He ran down the path, hoping that it would lead him somewhere out of here safely. Until he found a rest station then it would be best if he remained on guard and avoided conflict. Hopefully, Futaba would be able to narrow down where he was to the others. The sooner they were all together the better.

He turned the corner and ran down the tunnel. To his horror, a Shadow came barreling out of the passageway, making him stop in his tracks. He leaned against the wall and waited a moment. It passed by and he watched as it moved further. The young man grit his teeth as his grip on his sword tightened to the point that his knuckles turned white.

He left the passage and another Shadow came out of the other tunnel, making him narrow his eyes at the beast as he braced himself for another fight. He got into his stance ready for whatever trick it might pull. Alone he might be, but he was far from helpless and he would beat this Shadow as he had any other before it. He examined his foe, looking for any sign that it was one that they had encountered before, and if it was, recall its weaknesses. It didn’t seem like any of the ones that he had fought before.

The Shadow looked like a slutty office worker or teacher. It had large breasts with a small slender waist that made the flare of her large wide hips all the more noticeable. There was a spade-like tail that came out of her butt. She wore a pair of circular glasses on her face. A dark blue shirt with buttons that were undone to expose her breasts. Yusuke couldn’t help but blush but ignored the rising heat as best he could. While the figure that the woman had was exaggerated it was appealing still, such a sight was certainly distracting with the provocative attire.

The Shadow lunged forward and before he could do anything it seemingly went through him as if it was a ghost. The young man looked down at his chest and patted. Everything still felt the same, but he couldn’t help but unnerve. A cold chill went down his spine wondering what this Shadow had done to him. It would be foolish to think that it hadn’t done anything to him. Not with all sorts of abilities that it was shown that they had.

Suddenly a warmth came over him as if he was on fire. Sweat trailed down his body and he braced himself, knowing that it was coming now. A low distorted chuckle reverberated around him that sounded just like an older woman was doing so right in his ear and he quickly looked around, knowing that it was the Shadow. Despite wherever he looked, he couldn’t find the beast, and that only served to infuriate him further. There was no doubt that it was close, watching like a tiger stalking its prey.

“Oh, an artist huh? Well, that won’t do. If you want to get anywhere, kid, then you need a real job. One that will be able to provide a stable income.”

Yusuke could feel his anger rise at the choice of words on the profession he was aspiring for. He knew exactly what might happen to him if he got in on this path, but he refused to relent. His passion for his work was enough for him. It would be answered, no matter where he might be at the end, he would not stop and give up on it. He loved creating art and listening to his soul. As far as he was concerned that was enough reason for him to keep going.

“You’ll understand in some time, kid, that’s best just as a hobby. You won’t be one of the ones to make it big and have to be realistic. Until then, just enjoy yourself kid.”

Fox gulped as if he was waiting to see if he would receive a judgment from an art critic and yet nothing happened. No matter how much time passed he still felt the same. The young man cautiously moved forward. As much as he would like to stay here, he couldn't afford not to and had to move forward. It would only be a matter of time before a Shadow stumbled upon him and he couldn’t afford to stay in one place.

The young man took a cautious step forward as if that would cause some trap to go off as he paid rapt attention to how his body felt. He took another, followed by another and another, still feeling the same. With every step he had a little more confidence in them and that nothing would happen to him.

Whatever the Shadow had tried it wasn’t affecting him yet so he might as well just focus on getting back to his friends. If it was still affecting him, then it was weak at the moment. Whatever ability that the Shadow had used most likely ended the moment it had died. Thankfully that was one worry that he didn't have to have anymore. With a little luck and hope, he should be back to them soon and they would stop whatever was the problem.

He traversed the turning halls of Mementos, avoiding combat whenever he could. In a situation like this, he couldn't afford to be reckless and had to fight only when he had to. He had some healing items and for his stamina but they could run out quickly if he wasn't careful.

The sound of a car got his attention and knew that it had to be them. The young man ran as fast as he could and the roar of the engine got louder. He moved faster and knew that they would be reunited shortly. He turned the corner and saw Morgana in his car form turn towards him.

The young man smiled at the sight of his friends. He was happy that he didn’t have to worry about being trapped in there or making his way back on his own. Despite the weird episode that he had earlier things could’ve been much worse for all of them.

It was quickly decided that they would get out and take a break for the day. With how Mementos had acted it would be best if they didn’t push their luck. The last thing they needed was a repeat of what just happened. They all rushed back to the entrance, glad that they were back together, and did not have to deal with any other Shadows. After all the scares that they had been through today, they didn't need anymore.

The young man hummed a tune as he walked. After the day that they had in Mementos, he had taken all of Sunday off so he could relax and make sure nothing happened. He had told his friends about the strange interaction with the Shadow and all of them were worried about what could happen.

Before they had left his friends had performed numerous tests on him to make sure that there weren’t any hidden effects that would come out later. The last thing they needed was for him to suddenly get sick or attack all of them. Futaba hadn’t sensed anything off about him after she had scanned him and they had used as much of their Persona abilities as they could to make sure that he wouldn’t be affected by anything that might be waiting to happen.

The young man had a long day and would have to keep looking for new inspiration and understanding of his art. Despite all that had happened he still seemed so far away from understanding what he needed to in his work to reach the next level. The more he lingered on those thoughts the more he wondered if he would ever be able to gain the understanding needed for that.

“Now is the time to get to work. Becoming a teacher might not be the most glamorous of jobs, but it would be far more stable then being an artist. You can make a living out of this as one,” the shadow said in the back of his mind, unheard by the boy she was in. “Now then let’s find somewhere more private.”

Yusuke was too focused on his thoughts to realize how the students were looking at him as he passed by. As if they were admiring something about him. If he did he would have found it strange. It wasn't as if he was one of the school’s celebrities, though he would make sure everyone knew his art one day.

Unknown to the young man, the bluish shade of hair that he had darkened and took on a slightly purplish tint to it as he walked. The purple shade of it was getting more noticeable as if hair dye was being used until his hair was a dark purple like grapes. Not that any of the students noticed, instead they were seeing a different figure there instead of the young man.

The moment his hair finished changing color it started to slowly grow longer. The young man shivered as the change happened to his body, and brushed against his cheeks. His softer healthier locks billowed past his shoulders and the young man rolled his shoulders as if it was a spider or something was crawling on them. He slammed the spot that his hair brushed against, not at all noticing the now longer hair that he had touched. His mane of hair finished growing longer when it reached down to his mid-back and gently brushed against his body as it did.

Yusuke shuddered as his hair lightly traced his body as if a person was gently brushing his body. For a moment it was shocking and he was going to reach out and deal with it, but then sudden ease came over him as if someone had told him what it was. He slowly pulled his hand away, wondering why he had put his hand there.

He opened the door to the classroom and went inside. The moment the door shut behind him, he blinked as if a gong had gone off by him, getting his attention. The young man wondered where he was and looked around the room. The young art student blinked when he saw that he was in an unfamiliar classroom and the only person in it. This room looked more like a poetry room than one of his art classes with quotes of famous words on the wall.

“Why am I here?” Yusuke wondered aloud. “When did I get here?”

The artist did have an English class, but this wasn’t his, and knew that this class was for the older students that were close to graduating. He had passed it a few times and had heard the students when they were discussing it. Some of the poems that he had heard were nice and did give him thoughts about his next piece, but they hadn’t touched him to his core art has.

“Relax, get familiar with your new workspace big boy,” the shadow commented.

The young man knew that he should head out of here before the room started getting filled with other students or one of the staff. That would be an awkward conversation to have with one of the teachers, or they might assume that he was up to something. For some reason that he wasn’t quite sure, he felt like he was meant to be here as if this was where his next class would be. The young man tried to think of what it might be, but the reason stayed away from him. He went around the room as if he was looking for something that he had lost.

As he walked the room his legs started changing in stride, with every step that he took, they got a little smaller. His toenails refined and got longer, losing whatever imperfection that they might have had. The moment they were done changing, his toes got smaller. The rest of his feet shrunk and became more womanly in size until his shoes seem like they were massive clown-sized prop shoes.

Changes continued up his legs as they morphed and became more feminine. There was already a small athletic tone to his legs before the changes started, but the toned muscle in them seemed to become more pronounced as the changes continued. His calves became harder as the changes continued and yet they became more slender as if it was all being compacted. His thighs got larger as if they were balloons being filled with air. His pants strained a little from the growth to his legs. He had large sexy thighs that strained his pants, completing the look to his now stunning legs that would arouse many.

“Why am I wandering around the room?” Yusuke wondered. He forced himself to turn back to the front of the room, reminding himself that he would be late to class if he didn’t focus.

“Now let’s see what you’ll be teaching,” the Shadow said.

His eyes landed on the teacher’s desk and a familiar urge came over him again. He walked toward it, wondering why he was having such strange urges. The desire to stand there just grew larger and became impossible for him to deny, despite the counter arguments he gave in his head.

The young man stood behind the desk, a sense of rightness coming over him as if this was where he should be in a class setting. He imagined a group of students sitting there and wondered why it felt natural, even though the only time he had done so was when he had to present his work to the class.

Yusuke looked back down at the teacher’s desk and the young man reached out, knowing that if a teacher saw him take something from it he would get in trouble. Yet for some reason he believed that he wouldn’t if he did as if he was one of the teacher’s aides or getting something for them. It was as if two conflicting interests in his mind couldn’t decide what was the right thing to do. It gnawed at him and made his gut churn as if he had food poisoning.

The young man looked through the drawers, feeling like he was looking for something in particular that he would know when he saw it. He riffled through the contents of the drawer, finding papers in one, folders, and various other supplies. He stopped when he opened one of the last remaining drawers and saw a large grey book inside its cover free of anything that might have indicated what it was.

Yusuke stared at the book as if he had just opened a chest in Mementoss that held a powerful item inside that would be a great help. For some reason, he knew that this was the item he was looking for, even though he had never seen it a day before in his life. It didn’t look valuable, just the kind of journal that one might find in an average bookstore.

As Yusuke ran his hands over the cover, the young man’s fingers changed. His nails grew longer and shined as if a new clear coat of nail polish had been applied to them. The fingers that had calluses from all of the painting that he had done and sword-wielding disappeared in mere seconds, softening into delicate hands that would rival Ann’s.

Just like with his legs, the change didn’t stop there and continued up his arms, his forearms slimmed down and got smaller, the muscles in the shifting more the changes continued. His biceps softened as the muscle in them shrank and thinned down further accentuating the change that happened with his primarily masculine body. By the time that they stopped, he had slim womanly delicate arms that could have belonged to a female model.

Yusuke finally managed to work up the nerve and opened the book and saw that it was a book of poetry. He flipped through and recognized quite a good number of the poems inside. There were ones that he had learned about as a child and others that he had heard about only recently in his classes. The young man wasn’t the greatest avid of literature, his true calling being the brush and paints, but he understood how it was another form of art and sought to understand it. Yet for some reason, his heart fluttered the more he looked at it as if he was seeing an old favorite art piece of his all over again. The tension that he had eased and he couldn’t help but hum a merry tune.

He read one of the poems in the book. It wasn’t one that he was familiar with. The more he read the more he found his stride in it. The words calling out to him and making him think as he took it in, wondering more about the words and finding ease that wasn’t there moments ago. The words that he had heard in his mind started to come out of his mouth and the ease that he felt only blossomed as a smile came to his face as he read the novel out loud.

“Better give you a much better voice to work with, otherwise boys won’t pay attention to anything you’re saying,” she commented.

The more he spoke, the more the pitch of his words came out different, rising higher and becoming more womanly as his Adam's apple got smaller. The artist cleared his throat, the cough sounding higher in pitch than he was used to. He patted his throat and continued to hum as if that would somehow clear it of all that. Despite the change in his voice he wasn’t at all perturbed by what was happening to him. He reacted as if it wasn’t happening to him at all. Soon his Adam's apple was gone as if it had never been there in the first place and the words coming out from them came out like a angels soprano.

A pleased smile crossed his face the moment it was over. Relief went through him. He was happy that nasty cough was gone. It certainly wouldn’t help if he had to go through his day with that bothering him. It was hard to keep a pen or brush stable when a body was suddenly racked and could go into a fit. It could ruin the whole piece if the accidental move was too large.

His face changed right after the pain in his throat ended. The years piled, as his face refined, giving him an older look. For a single moment, his male features sharpened and refined, and the young man looked like he was in his mid to late 20s. If any of the girls were to see him now they would easily say that he was a charmer with his elegant sharp features.

The changes to his face didn’t stop there as the shape of his skull morphed and the rest of his face softened as if a moisturizer had been used on it. His face rounded out, his cheeks inching higher and changing the shape of his face. The young man breathed out and rolled his jaw, the altered shape now letting out low popping noises that threw him off. When the changes stopped, the now effeminate artist. A small trail of sweat formed that only got worse for the young man. Any trace of the masculine face he had before had been wiped away and replaced with that of a beauty that would enrapture many and make it hard for those attracted to focus on her words.

Yusuke squealed as a tight pull formed between his legs as if he had just been kicked in the crotch by someone wearing steel-toed boots. He cupped his jewels to ease the pain that he felt. A wave of arousal came over him that he couldn’t bring himself to stop. He rubbed the erection down there and closed his eyes, breathing in tandem, savoring what was happening to him. The pain quickly passed as a burst of pleasure went through him as his masculinity changed into a new moist vagina eager for attention.

A smile crossed her face as her body warmed delightfully. She pressed down on her crotch and groaned, as she massaged it, feeling better then she had in a long time. At that moment she forgot everything that had happened and where she was. The only thing on her mind was pleasing what was going on down below.

As she pleased herself, the young woman's waist started to change. It started to get smaller as if it was a tube that was getting pinched. She moaned and mewled as the changes progressed, trying to fight the awkwardness of it all. It just continued as she continued to rub the front of her snatch, breathing heavily in and out. The change to her waist made what happened to her earlier stand out more as if spotlights were on it. When the pain finally ceased she had a slim sexy waist that complimented the perfect trim core she had, befitting for a model.

“Better stop for now, you can do more of that on your own time,” the Shadow commented, her words making the young woman stop and focus more on her book.

The more she read the book the more comfortable she wanted to be. She was losing herself in it the more she browsed through its pages, going over the words written and their meaning. Perhaps she could spare a few minutes to enjoy the literature before she moved on with her day.

Well if she was going to be here for a bit then she might as well get comfortable. She sat down on top of the desk, going over the words and trying to get a deeper understanding of what was being said. In all work, there was some sort of message or something that they were trying to convey. The biggest art piece that she could think of was the Sayuri. Even though she didn’t have the greatest admiration for paintings there was still meaning and purpose to be found in them.

Her butt grew out and swelled, making the woman feel like she was sitting on a cushion. It pushed the constraints of her pants further out. The former man gulped and bit her lip, feeling further aroused and imagining that it was some lovely stud that was massaging her ass. She squirmed in place and clenched her cheeks as best she could as if somehow that would make what was happening to her easier to bear. A small tear formed on the side of her cheeks and larger ones down the center of her pants that exposed her underwear. The growth of her posterior was slowing down as she continued to squirm. A disappointed groan left her as her ass finished becoming a nice supple rear easily worthy of admiration from all ass lovers.

Yusuke stood up and ran her hands over her well-developed ass and then gave it a spank. She shouldn’t be doing this at such an hour. There was a chance that some student might walk in and see her doing this or one of the teachers. That would make things awkward and she would rather not have to deal with crap like that after what she had been through in Mementos.

The young woman groaned lewdly as a hot burning sensation invaded her chest. She gasped as a fresh wave of arousal went through her body. The young woman groaned and bit her lip as she tried to keep something resembling a clear mind.

The heat seemed to reach an apex in its growth and moments later her chest pushed out and she gasped as it did. The new teacher struggled to remain standing as her crotch warmed and she was left weak in the legs. The young woman gulped and breathed in trying to keep a clear head, but her developing bust filled her with lewd thoughts that distracted her no matter what she tried to focus on.

The poor girl could only stare at her breasts as they grew like full loaves of bread in the oven. The young woman prayed that it would stop, lest she wind up wet between her legs, and that was something that she didn’t want to deal with. They continued to balloon and swell in size, quickly approaching the size of Ann’s and yet it continued to grow larger, making the Phantom Thief wonder when it would finally end. They continued to swell in size and get larger rivaling her head in size until it slowed and finally settled at an immense G-cup.

The moment that the growth of her breasts finally ceased, Yusuke let out a breath as she wiped her brow. She jumped as another burst of pleasure went through her, making her immense boobs bounce momentarily at what she had just seen. The idea of looking down to see if she could see her feet was getting further distant. With boobs this big, the only way that she would be able to do that would be if she had a full-body mirror in front of her.

“Now then let’s fix these clothes of yours,” the Shadow said and worked her magic. “They aren’t meant for a full woman like you.”

Suddenly the clothes that she wore started to change. The underwear that she wore morphed. The striped boxer shorts hugged her frame even tighter than they already were. The legs of them crawled up her body earning a lustful moan as if someone was teasing them. Soon she was wearing a pair of purple panties that hugged her bodacious rear end and crotch.

A small piece of cloth crawled up her body underneath her top. The small thin piece of thread quickly spread around the rest of her chest and grew longer and larger. A more intricate design appeared on it. As it grew a lacy design appeared on the cups of the would-be bra and started to support the weight of her immense bosom. The new bra cradled her massive boobs, giving the new woman some much-needed support that gave her back muscles some much-needed relief.

The pants that she was wearing changed color into a dark purple as rips appeared on the top of the pants legs at the very most upper part of her thighs nad became its own piece of clothing. The rips that had appeared on the side and back of her pants from her growth fixed themselves as if they had been sewed back together leaving no trace of the holes that had been there. The top half of the legs meshed together and became a tight skirt that hugged her thick upper thighs. What remained of her pants legs quickly morphed into tight revealing nylon stockings that left nothing of her legs curvature to debate.

Her shoes tightened around her smaller feet, the sides of them hardening. The black color of her shoes brightened, gaining the same shade of purple that had appeared on the rest of her clothes. A small heel formed in the back that made her stand a little taller than she normally was. The moment they finished hardening into heels, the color stopped at a bright purple that matched the rest of her clothes.

Just like with her skirt, her white jacket gained a small lavender tint to it as if it had been mixed with a purple piece of clothing in the watch. The color of the coat continued to shift as if a dye had been spilled on it and brushed to bring out the new color it was getting. With every second more purple appeared on the coat, until it was a bright shade of purple that meshed well with her darker hair and the rest of her clothes.

“Now then let’s get you in the proper mindset,” the shadow said, its voice getting weaker as it used the last of its power.

The young woman was further dazed by what had happened to her, the sudden shifting of her clothes only adding to her daze. She could barely recall the past few minutes let alone the past couple of years. Her head was one big mess that she couldn’t make sense of.

There were two sets of memories going in her mind, one where she was a young man, and the growing set of memories as woman. She remembered some of the crazier ideas that she had like being a magnificent artist, the love for painting that she had and her adoration for poetry. After a while she had chosen to become a teacher so that she could continue to work with her passion for poetry while making a table living doing so. It wasn’t perfect, but she had been content with her choice.

The sound of the bell ringing brought her out of her daze. She blinked and looked around and the fog in her mind started to clear. She was a poetry teacher here at Kosei high. It hadn't been ideal but she had to think of her career before she could focus on her art. Empty stomachs could only make a person go so far after all.

Yumi quickly made herself decent and brushed out the ruffles in her clothes. She breathed out and calmed her body as much as she could, hoping none of the students noticed her frazzled appearance. Before any of them could say anything she brought her book back up and moved to the page that they were supposed to cover for the day as students entered the room.

There was so much stuff that needed to be done if she was going to have all the papers graded on time. It would be hard, but she was sure that she would somehow make it work. She better get to work if she wanted to have time to help the rest of the Phantom Thieves tonight. As important as it was to bring good to the world she couldn't afford to put her career in jeopardy. The last thing she needed was a stern lecture from the principal.

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