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After the events at Shido’s palace, it was a quiet time for the Phantom Thieves. One day when exploring Mementos, three of their members got separated from their group, among them were the Phantom Thief, Ann Takamaki, better known by her codename Panther, Makoto Nijima, and the team newcomer Kasumi Yoshizawa running through a strange part of Mementos they hadn’t encountered before. The three of them were all on their own, and with how dangerous Mementos could be, they were not in the best of moods.

“Hopefully we’ll be able to reconnect with the others soon,” Makoto sighed.

Ann held back a sigh but inwardly was just as worried as her friend. Things could quickly go wrong for all of them. If it wasn’t for Joker and how he was able to change Personas in the middle of battle then who knows where they would be right now?

Amid the conversation, Kasumi spotted a peculiar-looking shadow, and it looked strong enough that it might be best if it didn’t notice them.

“Hey, I know we’re worried, but we got trouble coming our way,” Kasumi said with a bad feeling in her gut.

The Shadow had a red mohawk that contrasted greatly with the green skin that it had. It had small ruby red eyes and a small mouth. The most disturbing thing about it was that it only had a small leopard print speedo. It was enough to make the girls reel at the sight of the Shadow and gag at the sight of it.

To their horror, it turned to them and Ann felt like heaving. The Shadow stopped and blinked at the sight of them. Its jaw dropped exposing its forked tongue to them.

“Holy shit!” The Shadow screamed in a distorted gleeful face that made the three girls flinch.

It rubbed its eyes as if it was making sure that it wasn’t seeing things and somehow the happy manic grin that it had become even larger. “This is real! Oh, praise the lord that this is real!”

“Why?” Ann questioned, looking disgusted at the pure lust in the monster’s eyes which was something that she never thought she would be on the receiving end of. Worst of all she could see that she had its fascination the most and that disgusting look in its eyes reminded her of how Kamoshida would look at her.

“Why? I’m standing in front of three wonderful pretty girls like you!” the Shadow giggled creepily. His eyes then focused on Ann as he licked his lips, making the young girl shiver worse than all of the times that Kamoshida had looked at her. “Especially you little miss blondie!”

“What the hell are you talking about?” Ann demanded.

“I’m talking about the way you’re dressed. You look like the perfect dominatrix! You even got the whip and everything! Hell, all three of you look like you’re looking for a little fun with the way you’re showing off your goods!”

The girls could only stare at the Shadow in dumbfounded disgust. Out of all the monsters that they could have encountered none of them thought that they would be in a situation like this. Ann especially since she had dealt with Kamoshida and his weird perversions.

“...Let’s kill it,” Ann stated ruthlessly.

“Yes!” Makoto agreed without question as she cracked her knuckles.

“Agreed!” Kasumi said as she drew her sword and pointed it at the Shadow.

There was no way that they would let this perverted bastard even think that it would be able to get away with even thinking that it could even think of them in that way.

“Oh if you’re looking for a proper scrap then I’m sure that I will be able to provide it!” the Shadow said and then struck some poses like it was a model, the bulging biceps and muscles making the girl’s urge to murder the Shadow grow even more. “But I won’t be hurting any of you! It would be a damn shame to hurt any of you fine ladies!”

“You’re going to come to regret that buddy!” Ann cried.

“Oh please come at me! I’ll enjoy every second of it!” the shadow cried gleefully as it hugged itself.

“Let’s see how you feel after this, Carmen!” Ann said and summoned her Persona and had it unleash a torrent of fire at it.

“Ohh, hot mama! I wouldn’t mind going for another round of that, but would you mind using your whip on me, I think that would be better and I want to feel that scratch up my back!” The Shadow cried as it ecstatically moved around, making the girls shudder in disgust at the sheer exuberant glee that was coming from it.

“Hey shut it!” Ann demanded, her face darkening slightly at his words.

“C’mon insult me! Put some bite into it! Tell me how much I disgust you!”

“Let’s see how you feel after this! Johanna!” Makoto yelled, hoping that this would be enough to deal with the Shadow and make it fearful or even better kill it.

The bike persona unleashed a massive explosion of nuclear energy that sent the muscular Shadow onto its knees, making them grin. When the nuclear cloud

“So that’s what it would be like to be on the receiving end of a nuclear blast. I have to admit that was pretty nice but not as great as the fire attack,”  the Shadow spoke as it got back up with nary a scratch on it. “Now then who would like to try and deal with me next? Will it be you lovely little curvy redhead?”

Kasumi stepped up and summoned her persona. Just like the others, she tried to use its holy attack on the monster, hoping that would be just the thing they needed to get rid of it. Several spears of light appeared around it and stabbed into the monster.

“Lady I might be made of sin, but holy ain’t gonna do jack diddly to me! Though if you wouldn’t mind strutting around a bit more to show off that booty and the way your boobs bounce I wouldn’t be against it!”

“...Okay new plan,” Kasumi said and pulled out her rifle, making the others follow her example as they pulled out their long-range weapons.

As one they fired at the monster, hoping that would be able to do something to it. It posed as if it dodged the bullets as if it was a cartoon character. Some of the bullets managed to hit it but, didn’t seem to at all mind what was happening to it. At worst it only winced in mild discomfort as if it had been bit by an ant.

Again they summoned their personas and tried to have them turn the tide with a variety of attacks to try and beat it, but everything they tried didn’t work on the Shadow. They thought that they would have had something over him by now. If not dead, then at the least tired and pushed to the brink. It only seemed to make the loony shadow even happier about what was being done to it.

Ann lashed out, her whip flying through the air. The shadow stopped and stared at the whip as it got closer and raised its chest to meet it. For a moment its face twitched as the sharp points on the whip crawled down its body.

“Oh sweet lord that’s what I want! Hit me again!” the Shadow cackled, its tongue wagged out of its mouth as it hugged itself.

“We might need a little more help with this than I thought,” Ann winced, shivering at the exuberant glee that the beast had. “Can you contact the others?”

“Are they as pretty as you three are?” the Shadow questioned.

“Shut up!”

“C’mon you can do better than that!”

“Uhh!” Ann growled.

“Just…keep him busy for a moment!” Makoto said as she tried to get the others.

The other girls assaulted the Shadow, trying to keep it busy. The Shadow just stood there and continued to let itself be abused, howling gleefully as if it was a child that was finally getting a toy that it wanted.

Makoto sighed as she ignored the aroused screams of the monster and the frustration that was building in her chest. She hoped that they never encountered another shadow like this again. If they did then it would be too soon.

“Oracle, can you hear me?” Makoto questions.

To Makoto’s shock, instead of hearing Futaba, all she heard was static. She tried again, but still, she got no response.

“I can’t reach the others!” Makoto cried in shock.

“Oh don’t worry about that! At least not yet. Not until we’re done and I’ve had my fill~”

The way it spoke made the other girls stop in disbelief and stare at the monster in a new light. It knew what it was doing. It simply let itself continue to be attacked while it got what it wanted.

“What should we do?” Kasumi asked.

“At this point, there’s only one thing we can do at this point,” Makoto grunted. “Run!”

In unison, the girls turned around and ran away from the perverted Shadow as fast as they could. None of them liked it, especially since it was one that they wanted to murder violently. They didn’t get this far by being stupid and holding their ground when things weren’t going their way.

“Oi if you think I’m going to let a couple of sexy babes like you get away you got another thing coming!”

The Shadow cried as it chased after them, making the girls gulp and ran even faster than they thought possible. None of them wanted to know what the monster would do if it managed to get a hold of them. Especially not after the exuberance that it exuded at the mere sight of them and what they had done.

Things continued like this for some time. The girls would run away from the Shadow, finding a hiding spot, and then it would find them.  No matter how hard tried to get away from the Shadow, it would relentlessly pursue them. No matter what path they went down, or what trick they used it would find them. Even the other Shadows in their path were bulldozed over as it chased after them like a hungry bloodhound.

None of them knew how much time had passed when they finally reached the end of the station. Their bodies burned, their lungs empty and demanding oxygen. They all needed water or some sort of beverage, anything that would help cool their bodies.

Ann panted as she slouched against the wall. She wished that she could take off her mask so that she could wipe her brow. The suit was riding in places that she would rather not and was grateful that the boys weren’t here.

Kasumi forced herself to stand up straight and almost toppled over backward from how hard she was trying to do so. She pulled at the bottom of her leotard and winced from how far it was digging up her butt. She had thought that she would be prepared for sessions like this due to her background, and yet she felt like she was going to pass out if she didn’t get any fluid in her.

“Uhh, I didn’t even know I could sweat so much with this on,” Ann groaned as she pulled on the leather that she was wearing. Sure she had worked up a sweat and got her heart pounding when she had entered this place, but never like this. Not even when they had dived into a palace to try and map out the treasure as fast as possible. Her outfit was squeaker than normal and she was afraid to look down. She wasn’t sure that her cameltoe was showing and would rather not find out if they start gawking.

“Hello! I know you’re close! I can feel you?” The Shadow said as it turned down the corridor and stared at them.

The Shadow approached the three of them, their eyes widening. They shakily got themselves into a fighting stance hoping that this time they would be able to

“That was fun, but even with how amped all of you were, the fantasy wasn’t quite as fulfilling as it should have been,” the Shadow frowned. Before any of them could even try to put up even a small attempt to fight back. The shadow was right in front of them.

Ann raised her whip and tried to strike at it, but the Shadow grabbed her arm and lifted her into the air as if she was a small toy. The spandex-clad blonde feebly tried to break free of the hold that she was in, but she could only pant tiredly.

“Man you must be spent if you’re out of like this. Don’t worry! I know just the way that to get you pumped!”

Ann squealed as the Shadow used her whip as a makeshift rope and wrapped it around her body. She gasped from the tightness of it as the shadow wrapped it tightly around her, forcing arms in place at her sides. Yet he never once attempted to cover up her chest, as if to emphasize the exposed bit of cleavage that she had.

“Let me go!” Ann squealed as the Shadow raised her. She struggled to get out and despite how tired she was she glared at the Shadow, wishing that she could unleash her wrath upon it. The Shadow dropped her to the ground and Ann let out a small grunt and then a content moan. Even though it was hard and uncomfortable with the rails, she was so tired that she might as well have been sleeping on an unusually comfy couch.

“Now then we can get right to the fun part,” The Shadow said and cracked its fingers. It raised its fingers and a small red and black ball formed at the tip of its fingers. He sent it towards her and the ball exploded the moment it touched her, making her shudder.

“What did you do?” Kasumi demanded.

“Don’t worry, nothing that you need to worry about. I’m sure that blondie here will love what’s about to happen.”

“What do you mean?” Ann questioned as she winced and then grunted only to moan in relief as a cold comforting wave came over. It was as if she was sitting in front of a fan. The relaxing feeling that she felt enveloping her body made her want to close her eyes and take a nap. A smile came to her face and she let out a content sigh.

“Ann, snap out of it!” Makoto yelled tiredly.

Ann shimmied around, her smile growing as if she was having a nice relaxing fantasy as her hair darkened. Small little streaks of black appeared in her hair as if hair dye had fallen on it. Those small black strands became prominent, growing as if the spilled ink was spreading out. Despite the color change, her changing hair lost none of the shine that it had. Her hair broke free of the hair ties and allowed her hair to billow and tickle her back without any issue as it finished changing into a soft jet-black that would have garnered everyone’s attention and envy with how soft and silky it looked.

“What a lovely shade of hair wouldn’t you agree?” The Shadow asked the others, his eyes locked on the content blonde.

Both Makoto and Kasumi could bring themselves to answer. The two of them had never seen anything like that despite all of the time that they explored Mementos.

“Panther are you ok?” Makoto questioned, knowing that there had to be something wrong with this.

“Yeah I’m fine, I’m juuuuuuuu!” Ann squealed, making the others jump as her suit tightened around her frame. She bit her lips hungrily as it did. She squeezed her thickening thighs and breathed a little heavier. An erotic groan came from her that made the other girls flinch as if they had just been slapped as their faces darkened.

To their shock, and the Shadow’s glee they could see that her figure was changing. Her already narrow waist got even smaller. The more it shrunk the more enticing it made her hourglass figure look.

Seconds after Ann’s mid-section started getting smaller, her hips let out low erotic pops as they stretched her suit even further out. The bottom of her bodysuit tightened further across her buttocks, making the curve of her ass even more apparent as it dug tighter. With how tight it was getting across Ann’s frame, the spandex tightly rubbed her buttocks, making her squeal as it pushed the suit to its limits. She wiggled her hips with greater vigor as the spandex around her swelling posterior only became more intense and arousing to the formerly blonde girl.

“Uhhh!” Ann groaned as she sashayed her butt where she squirmed. She raised her ballooning booty to them as if asking them to come over and slap her fat ass.

“Panther! Snap out of it!” Kasumi cried desperately, unable to bring herself to move forward, from how off balance she felt. Even now she felt like she might fall flat on her face if she tried to help and that was something she couldn't risk with that Shadow watching her.

The crimson-clad dominatrix’s behind started swelling, arousing the developing women even further. With what little mobility that she had she was able to reach up and grab the bottom of her cheeks, and squeezed them with a pervy grin. Ass flesh escaped between her fingers, but she didn’t at all mind as she continued to paw at her ass as she shook her lower body. The new brunette didn’t even notice when her growth slowed with how into it she was. It finally ceased growing when it looked like she had two giant red dodgeballs attached to her butt with how tightly the spandex hugged her ass.

“Oh, mama!” The Shadow cried.

It was a thought that was unwittingly shared with the two girls. Neither of them had ever once considered how stretchy their clothes were, but now they were seriously pondering it. Just how much could their outfits stretch before they finally broke?

Ann was given no time to relax as the former blonde girl’s bust ballooned, straining the front of her top. If she wasn’t already struggling against the restraints then she would have vigorously massaged her boobs. With how tight the leather was stretching across her body, her breasts looked like they were two balloons that were being filled with helium. A slight tinge of pain entered her voice as she continued to squirm around. The zipper of her catsuit was forced down as her melons continued to grow. She thrashed harder in place as the tight fabric dug into her body even further, arousing her further like nothing that she had ever experienced before.

The changing girl’s bust finished growing when her breasts had already grown several sizes and were now a massive G-cup that looked like they were the size of watermelons.

Her squirms died down as the alterations to her body finished. The new brunette had a pleased content grin on her face as if she had gotten a toy that she had longed for at long last. She licked her lips, what was visible of her face now had a layer of sweat.

The other thieves could only stare in shock at the new Ann. They wanted to believe that it was their friend, but who laid there seemed to be an older curvier version of herself that looked like she was made for sex. What disturbed the others the most though was the look in her eyes. Neither of them knew that more had happened than just a transformation…

Now then it's time to move onto the second lovely lady,” the Shadow stated as it moved past the content feline-themed thief. “Now who should be the lucky girl to get a new perspective on life?”

Hearing its voice was like a lightning shock to the other two girls. They looked back at the Shadow and gulped. They looked past the Shadow and at their friend, trying to think of something that they could do. There had to be a way that they could get Ann, and escape the Shadow. No matter what, they didn’t leave anyone behind.

“Oh little miss leotard is certainly nice, but another bodysuit like that, especially with the theme you have is just begging for attention. It makes it so damn hard to choose at times. Still not sure what to do with you red. Dang, I guess I’ll just deal with you after I have a better idea,” the Shadow remarked, focusing on Makoto, who shuddered at the ecstatic look in its eyes as it lumbered toward her.

“Oi!” Ann’s voice came through that made the others stop.

“Panther!” Kasumi cried, relief filling her voice.

Makoto’s eyes lit up in glee. The energized look in her eyes gave them hope that they could get through this.

“There is only one person who will be dominating anyone and it's me!” Ann declared.

“Ann?” Makoto questioned.

“I didn’t say you could address me like that!” Ann spat at the brunette, making her jump.

“Oh now this is more like it!” The Shadow cried.

Ann lifted the young girl, and Makoto squealed at how close she was. The former blonde’s enlarged bust was pressed right in front of her face. Makoto squeaked and was forced to look up at the hungry grin Ann had that vaguely reminded the brunette thief of a hungry cat.

“Ann?” Makoto questioned.

“You don’t speak unless I say so!” Ann ordered with a hard look as she roughly pushed her deeper into her bust. “Even then it better end with a mistress or else you shall be punished…severely.”

The girls and the Shadow mewled at the sexual dominance that exuded from how she growled that last word.

“Now then let’s see what my new little pet looks like without that ugly thing on,” Ann said as she tore off the mask.

“Hey stop!” Makoto cried as the mask was torn off her face.

“Such a pretty young thing. Right on the cusp of womanhood. You shouldn’t hide such a nice face, especially with those pretty brown eyes of yours. They are a nice bright shade of brown and anyone can see the purity within them…I’m going to enjoy tainting it~” Ann grinned huskily.

“Ann snap out-” Makoto tried saying before she got abruptly cut off

“Silence!” Ann ordered as she quickly raised the handle of her whip and slammed it on Makoto's backside.

“Ahh!” Makoto cried as her face flushed in shame and arousal. She went weak in the knees from the strike and fell on her butt.

“That’s enough to get you down? After one strike that I wasn’t even trying for. Pathetic,” Ann frowned. Her eyes went over to the larger Shadow. “Oi, you ugly dumb brute hold her up! I ain’t going to waste my time and energy setting her up when there’s a piece of garbage like you to do it for me!”

“Yes, mistress!” The Shadow cried and quickly rushed over to Makoto. Before Makoto could even try to crawl away she was roughly lifted and held in his arms like a sack of potatoes.

“There we go, now that is a true pet who is eager to please,” Ann smiled. “I’ll make sure to give you a good reward if you follow my orders to the letter. If you don’t then you’ll need to be properly punished now won’t you?”

The Shadow let out a content guttural moan as it shuddered in ecstatic glee. The others could only look at it in disgust at how happy it was.

“Before you can have your fun, this one needs some lessons if she is going to be a good girl,” Ann remarked. She then looked down at Makoto’s attire and then smirked evilly.

Makoto couldn’t help but shudder in horror at what had become of her friend. The look in her eyes and how they sparkled with contempt was nothing like the fun peppy blonde that she had been friends with. A snort brought her out of her thoughts and saw a mischievous grin on her face that further unnerved her, and made her wonder what her friend was about to do to her.

“What?” Kasumi questioned, asking the question that Makoto couldn’t bring herself to do at the moment.

“You know what? I don’t think that we need to work on making you a good girl. I think that we need to work on letting that bad girl in you come out,” Ann commented.

“What are you talking about?” Makoto gulped.

“I wasn’t joking about that purity of yours. Your eyes are so innocent, so young, but I know that there’s a saucy bitch just waiting to come out of there and have some fun. The way that you dress is proof enough of that.”

“It’s not like I chose to dress like this!” Makoto blushed.

“Uh-huh, sure,” Ann replied sarcastically, looking at her friend flatly. “Keep telling yourself that little miss goody goody, but no one goes walking around dressed like that unless they are looking for some fun. And trust me, we’re going to have some fun~”

Makoto flinched when her altered friend’s hand touched her chin and slowly ran down from her hip. She gulped at the predatory look that was in her eyes as it slowly traced down. She caressed her breast and slowly trailed down her butt.

“Quite a supple toy, but we could always do better,” Ann giggled as one hand wrapped around Makoto’s hips and the other around her breast. “What shall I play with first?”

“Hey!” Makoto cried and received a rough groping on her breast that made her wince.

“I didn’t say you could speak! Hmm, I thought I might play nice and ease you into this, but that's going right out the window. Oi dumbass!” Ann spat, glaring at the filthy Shadow. “You better lend me your power, or else you ain’t getting anything at all you understand me!”

“Yes, mistress!” The Shadow exclaimed joyfully as it raised its hand and sent another wave of energy at her. It hit her and a bright red and black aura enveloped Ann as she shimmied where she stood. Rubbing her thighs together as she mushed her titanic tics closer together with her biceps, making them look even bigger than they already were.

“Now that’s what I’m talking about you filthy disgusting shitstain!” Ann smirked, licking her lips at the power coursing through her.

“Ann, get a hold of yourself!” Makoto pleaded, trying to break through to her, but all received in return was the handle of Ann’s whip getting jabbed into her gut.

“Makoto!” Kasumi cried, forgetting code names for a moment as she watched her altered friend ruthlessly mess with another.

“You are not stopping this. Not until that wonderful dom gets to have her way with me!” The Shadow cried, glaring at Kasumi, daring her to try something.

“What did I say about talking?” Ann questioned as she roughly dug the pommel of her weapon into Makoto’s gut.

As Ann continued to dig her whip into Makoto’s body, the young woman’s stomach changed. The already defined and slightly toned stomach she had got even better. It quickly reached a point that it would now make someone think that they could grate cheese on it with how little their fingers would be able to go in if they tried pressing down on it.

Makoto gasped again as her waist suddenly tightened as if the shadow was holding her in one giant bear hug. The pressure on her waist strengthened with her every second, making her pant heavily. It felt like it was getting harder for her to breathe. She winced and panted in the shadow’s hold, desperately trying to move out of her friend's reach, but it was a fruitless endeavor. Ann giggled as she roughly grabbed Makoto's butt, her fingers digging in, making her look very much like her former codename.

“There isn’t any running away now. You’ll just have to be a good little bitch and take it you understand?” Ann questioned, earning a groan from Makoto. “Good to see that you understand.”

Ann, bored of just roughly pushing the handle of her, moved it away and studied Maktot’s changed midsection. Right after she moved it away she ran her finger down Makoto’s gut, admiring how much smoother it had become. She hummed as she did and then playfully looked at her finger as if she was inspecting it for dust.

“There we go, such a toned defined waist, now you’re getting somewhere. Still, there is so much that needs to be done before we’re finished. If we didn’t have such a hungry and needy crowd, then I might have spent more time on you,” Ann mock sighed.

“Ann…please,” Kasumi pleaded, earning another eye roll from the former blonde.

“I’ll get to you in time,” Ann stated as she waved her hand dismissively. “Until then shut your trap. I’m working on making something go from passable to a knockout. And I need to focus. Now then, let’s make that cute innocent mug of yours into something seductive and exciting for the big bitch you’re going to be.”

Ann grabbed Makoto’s face and pushed and pulled on it with one of her hands with all the ferocity of an overeager aunt. Makoto winced and pulled away like a child trying to make the pain end, but still, the Shadow’s hold on her prevented her from going anywhere.

Just like with Ann, Makoto’s face altered to her wishes the more she worked her power on her former friend. Her beautiful face refined as it got older, gaining the same beauty that would make her a rival to the models that the former blonde worked with. All of the youthfulness that it had seemed to be seeping away as the awkwardness of teenage youth slipped away, allowing more of her gently aged beauty to come through.

“Oh, a naughty girl like you needs a firm hand. Someone that can discipline you just right and bring out the best in you,” Ann remarked as she removed her hands from Makoto’s body.

“I am not!” Makoto denied.

Ann snorted and then began to wrap her whip around Makoto’s legs as tightly as she could. The cold hard leather of her whip dug into the toned flesh there. Makoto’s lower body squirmed as the tight leather of the rope prevented her from moving her legs as much as she wished that she could mere moments ago.

“There we go. Now I need both of my hands so I might as well get some use out of you until I’m done,” Ann commented. “Let’s give you a little more to work with down there. You have some nice legs and hips, but there’s always room for improvement down there and with what I have in mind, your legs look like crap in comparison.”

Ann roughly pawed at Makoto’s thighs, earning another yelp from the young woman. She screeched as Ann massaged her.

“You like that don’t you?” Ann said. “It’s alright. My hands are quite magical I would say.”

Her thighs started to blow up and grow larger, making her attire hug her lower body even more than it already was, as it tightened, teasing her and exciting her more than she would like to admit. Makoto tried to break free of the bindings on her legs so that she could move a little more, but Ann had wrapped them so tightly that she could barely wiggle them around. There was nothing that she could do except continue to mewl against Ann’s sexual assault. When the process had come to an end, she had succulent thick thighs that would have made perfect pillows for someone to sleep on.

“Now the hips,” Ann muttered as she massaged Makoto’s hips.

Makoto grunted as they widened, making the whips restraints dig into her body even more as her face darkened further. With every little pop, more stimulating heat went through her body as she struggled to contain herself. As quickly as they started, her lower body finished, almost rivaling her shoulders in how wide they were now and leaving a desirable thigh gap that would have driven some mad with lust.

“There we go, now let’s give you a little more up top. Don’t worry you aren’t going to be a big-titted slut, but you’ll still have something worth getting eye-fucked by all the guys. After all, there needs to be some balance, even for no good bitches like you,” Ann laughed as she massaged Makoto’s tits, roughly pinching them through the cloth.

Makoto’s bust expanded ever so slowly to the changing thief. It wasn’t at all like Ann’s changes. The pace of her breasts growing was much slower, as if it was being drawn out by the dominatrix to ensure that it would mess with her the most. Makoto squirmed and she bit her lips, causing a small thin trail of blood to appear before it was healed. The former biker babe’s breasts finished growing when they became a large DD-cup that rivaled the size of large ripe apples that were ready to be plucked from the branch.

“Please,” Makoto groaned huskily, rubbing her thighs together as much as she could.

“Did I say you could talk, little girl?” Ann questioned with a devious smirk. “No, I did not. You just don’t learn no matter what I do. Now then you may only speak when spoken to or else you’ll get punished. Just like this!”

Before anyone could say anything, Ann smacked Makoto on the butt, earning a loud yelp from the biker-themed thief. She couldn’t help but shake her ass in eager anticipation, craving more.

“Hmmm!” Makoto growled out.

“Oh, you enjoy it when I spank you don’t you, you naughty bitch?” Ann questioned with a devious smirk. She licked her lips. “I was wondering what it would take to get your engine going and it looks like we finally found it!”

Makoto could only nod her head vapidly. There was a look of eagerness in her eyes as if she was a dumb little cow who had finally gotten what she wanted.

“Well since you’ve been such a fun little wanton whore I guess I’ll reward you. It's the least that you deserve for being such an amusing little pet,” Ann cackled.

The dominatrix wasted no time and smacked Makoto’s ass with growing intensity. It first started slow and playful, like a parent disciplining a child, but continued to increase in intensity. Every smack that came from it was louder, harder, rougher than the last.

With every smack on her ass, Makoto’s buttocks expanded. It kept growing larger, making her moan and mewl and squirm desperately as her face burned. Guilty arousal filled her, as her need for more spiked. She could feel the extra jiggle there and couldn’t help but bounce in eager anticipation for the next blow, wondering how much bigger her behind would get as the back of her suit tightened. She didn’t care how much pain went through her backside as long as she could continue to be pleased like this. With every little extra padding added to her backside, she felt a little more pleased and knew that she needed more.

Ann stopped spanking Makoto’s buttocks when it had become a massive round thing that would be impossible to hide and looked to be even bigger than soccer balls. She hummed as she examined the massive rear end that she had given Makoto. She prodded it, caressed it, and squeezed it as if she was judging a cow on the market. Every little action she did, earned an excited pant from the biker-themed thief, making Ann laugh naughtily.

“Now there we go, a big bitch like you needs a big ass to show off and you will never be able to hide this fucking dumpster truck you got. Now let’s get you dressed in some clothes for a piece of garbage like you,” Ann commented.

A small little tube top that showed off an enticing amount of cleavage. A black leather jacket formed on her upper body. The pants accentuated Makoto’s rear end just as well as the tight biker outfit that she wore had as well if not better. The tight dress pants that she wore did absolutely nothing to hide her full massive rear end that would have made ass lovers everywhere go wild.

“Oh my mama!” the shadow cried, finally speaking up again, unable to contain himself at the sight of the vastly improved Makoto. “She looks just like a Yakuza!”

“Yeah since she was such an innocent little girl I thought why not make her the exact opposite,” Ann commented as she unwrapped her rope. “You can put her down now you stupid ox.”

The Shadow immediately did as she requested and let go of Makoto, who fell onto her fat ass. Makoto groaned again and shimmed where she was as she licked her lips. She brought her hands down and giggled dumbly as she prodded the sides of her ass, lost in her world.

“And now to little miss red riding hood,” Ann grinned as she turned to the redhead. She tightened her whip and the rough leather let out a loud snap, which made Kasumi jolt.

Kasumi cursed herself for just sitting there like an idiot when she could have run away. She just couldn’t bring herself to make a move, both with how tired she was and she refused to leave her friend.

“Pet,” Ann stared, looking at the Shadow. “As a reward for your good behavior, even if it's too good for a piece of shit like you, what do you think should be done with her?”

“Oh thank you, mistress! Now then what kind of wonder femme fatale should you become?” The Shadow questioned, looking at the redhead eagerly.

The redhead slowly inched her hand to one of the smoke pellets that had hidden on her body. The idea of leaving them here to whatever crazy ideas that this shadow might have disgusted her, but there was no way that she was able to win like this on her own. She needed the others, together they would be able to save them.

Before Kasumi could slam it on the ground, Ann’s whip wrapped around her wrist, preventing her from being able to slam it on the ground. The pellet rolled away much to her face. Kasumi looked at its wielder and saw the shit-eating grin that she had on her.

Ann tsked at her repeatedly looking very much like an angry teacher that was about to discipline one of their wayward pupils. “Now, now, there will be no toys allowed unless I say so, and I’m saying no to anything that you have. Pull her in.”

The shadow quickly did as it was bid and pulled Kasumi to her. She was lifted off the ground and just as Makoto had been, Kasumi found herself promptly tied up and unable to move. The redhead struggled against the hold that she had and desperately tried to break free.

“Now then what would you like your new toy to look like? You better not get too excited or I might need to take it away from you. You got it shit stain?”

“Yes, mistress! I understand. As for what I want. I figure I might as well go with the greatest classic of Femme fatale,” the Shadow commented. “The always enticing and seductive assassin!”

“Oh….I should have expected something so low and obvious from a stupid brute like you. Oh well if that is what you want then I see no reason why not to give you that. I shouldn't have expected more of a dumb ox like you,” Ann remarked, making the shadow shudder in ecstatic glee as it looked the redhead over, watching her like one would a favorite toy. “Now then sit back and watch me work. If you mess it up at all you’ll find out what it means to have blue balls for real.”

The former blonde turned to the redhead with a coy playful look that made the young girl shudder and brace herself as best she could. Though she knew that there was nothing that she could say or do that would even make her ready for a tenth about what was to happen.

“Let’s take off this thing,” Ann said and ripped the mask off of her face and tossed it to the side. She blinked at the young youthful face and another smile formed. “What is up with meeting all of the young innocent, pretty, girls today? It must be a reward from god or something. Oh well, let’s age you up as well before we go any further.”

Kasumi shuddered as her body matured, especially her face. Kasumi squealed as she could feel her body grow. Her face matured like the rest of the women. It lost the mismatch of youth as it gained a beauty that all of her features come together marvelously. Her red hair grew slightly longer.

Her bust pushed out the leotard slightly making her reel. The young woman's face darkened further to rival her hair as she wondered whether or not her breasts would pop right out of her clothes if they continued to grow as they had been. There was only a mature young woman here in the prime of her life.

“Even better than I expected. I wonder if that goes to show just how malleable your little body is. Still, we need to get to improving that frame of yours. With how quiet you have been, let's see how you squeal you little slut!” Ann yelled and slammed her hand on Kasumi’s butt.

“Ahh!’” Kasumi cried as her butt swelled against the bottom half leotard. She could feel her suit slowly trail against her toned posterior as it swelled. It felt like someone was trying to give her a wedgie with how it was getting pulled between her ballooning cheeks. With every little padding that was added onto her body, the fearful thought of getting a booty just as phat as Makoto’s made her whimper and fear. Ann slowed her massaging and the growth of her lower cheeks came to an end when she had a large toned butt that stood out like a shelf behind her.

“Looks like you aren’t all about the butt. We will just have to find out what makes you squirm,” Ann laughed as she harshly grabbed the redhead's breasts. “What about your tits? Will playing with your puppies get you riled up?”

“Ohh!” Kasumi squealed and shimmied around as best she could, trying to pull her breasts away from Ann, but there was nothing that she could do. All she could do was try to withstand the onslaught against her body as best she could and hope that it would be enough for her.

They grew in the midnight-haired woman’s hold. Kasumi’s cheeks puffed up as she tried to restrain herself, looking almost like a puffer fish. Her eyes traveled downward as she watched her bosom grow. They swelled past Makoto’s DD-cup bust and the redhead shuddered at the mere thought of getting breasts on par with Ann’s new milkers. The top of the leotard was pushed out and exposed more of her fair creamy cleavage, making her squeal as the stray idea of it being pushed off and her breasts being fully exposed. Kasumi was grateful when her breast's expansion slowed and came to a stop when they became an enticing F-cup that was the size of large ripe honeydews.

“No, this isn’t it. Seems like I’ll have to get creative,” Ann commented as she moved her hands away. “Let’s play with these puppies and go from there.”

Ann reached down and a bolt of exhilaration went through Kasumi like a lightning bolt. She slammed her thighs together as much as she could and a labored breath escaped her.

“The thighs huh? That’s an interesting spot. Not too many whores like having their legs played with. It's usually either the tits, the ass, or that pretty little thing between their legs. Hmmm, let’s give those legs a shot, we might have to try something a little different and unusual this time if it won’t get a skank like you going.”

Ann pawed around her body as if she was trying to find some hidden weapon on her frame. Kasumi flinched from the touches as if she was being zapped. Her hands curled and she kept gasping and moaning. Ann’s hands touched her thighs, and Kasumi could do nothing at all to hold back the lustful erotic scream within her.

“Looks like we finally found the sweet spot,” Ann remarked, grinning savagely. “Now let’s have some fun and make you moan like the 10 yen whore you are.”

Kasumi could only whine dumbly as her toned plush thighs were kneaded like lumps of doe. Just like the others her age, she had been unused to sexual stimulation on this level and there was nothing that she could do. Whatever thoughts of escape she might have had were completely slaughtered by the sexual assault on them.

As Ann played with Kasumi’s thighs and they swelled in her leather-clad hands. They got bigger and stronger, the delicious curve in them becoming more enticing by the second. The young woman panted as the thigh-high boots that she stretched across them got tighter, making her mewl. Thigh flesh escaped between Ann’s fingers that made the dark-haired woman giggle as she teased, squeezed, and pulled on them until she had he fill.

It was over far sooner than Kasumi would have liked, but she couldn’t deny the thickness they had now. Whereas Makoto’s thighs looked like they would have put a fitness model to shame the first thing that came to the others about Kasumi’s was divine. With how huge and thick they looked, it wasn't off the mark so that they would be able to crush a watermelon between them easily.

“Now with these thunder thighs of yours red, you might actually be worth a damn!” Ann complimented as she roughly patted them again. “Now there is only one type of outfit that would be perfect for a slutty spy like you. Something that would show off the goods. Might as well make you live up to all of the movies and all.”

The leotard and cape that Kasumi wore melded together with her body. It was as if it was filling out the missing parts of her outfit and covering the exposed sections. The new leather around her body tightly wrapped around her limbs, showing the fitness that they had underneath. A zipper formed down the middle of her attire that began on top of her chest. The black bodysuit that she wore did absolutely nothing to hide her enticing hourglass figure, especially the almost sinfully thick thighs that she had now.

“There we go little miss super spy,” Ann commented as she playfully patted her cheek as if she was comforting a child. “The perfect thing to make all those men go crazy over a fucking a slut like you.”

“Yes!” the shadow cried. “Well, now that you are all perfect babes it's time that we all go our separate ways. Go out there and dominate the world with your new sexy bodies. Doing what you all should be!”

With a single wave of its hand, it used its power on the girls. The three humans shuddered as they came back from mementos, with their new lives firmly in place they couldn’t even remember each other, let alone what happened. The changes they had gone through, were finalized, completely wiping out who they had been in favor of their new selves. For only a single moment they were confused and wondered where they were before they went back to what they were sure they had been doing.

Epilogue

One year had passed since the Shadow changed the three former Phantom Thieves into femme Fatales, not that their teammates would ever find out or remember who they were.

Shortly after becoming a yakuza boss, Makoto would proceed to take over all of Japan’s criminal underworld and is looking to expand into other Asian territories starting with China and Korea. With her younger sister Sae as the Chief of Police too, getting arrested was not an issue.

Ann still wears the same outfit she once did in the Metaverse, just as a professional and highly requested dominatrix, to the point most of her customers called her “The Crimson Cat”.

As for Kasumi, now known as Sumire, she has already taken out enemies for various Japanese leaders in the government, and one day got a contract for a certain teenager named Ren Amayima. He was the leader of the infamous Phantom Thieves of Hearts that led to the downfall of Masayoshi Shido last year, and she was assigned to seduce him and kill him. Having her mission, She followed the young man, and went to his RV trailer when the rest of his team weren’t there to accomplish her mission…

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