Disclaimer: see first chapter.

A/N: this took longer than I would've liked because the floppy disk I was keeping it on got corrupted. It was halfway done before the problem happened and I had to delete it and start all over.

"ABC" regular speech

'ABC' regular thought

"ABC" Inner Moka speech

'ABC' Inner Moka thought


It was a usual Monday morning at Yokai; students flocked to the main building, chatting amongst friends. All the chatter ceased when one student noticed a certain small group approaching the campus.

"Moka! It's Moka! I didn't think it was possible but she's become even more beautiful!"

"Whoa, It's Kurumu! I think her boobs are bigger than I remember!"

"Who's that other girl with them? She's unbelievably cute!"

More comments came from all around, be they boy or girl. Kurumu had to get some new bras because her old ones were now too small for her. She had to custom-order a size that was too big for even her mother. She also had to get a new uniform shirt that was a larger size. She had also cut off t he extra hair until it was back to her preferred length. Moka didn't really need any new clothes since there weren't that many changes to her body. Yukari, however, had to get an entire new wardrobe since none of clothes fit anymore. She now wore then normal school uniform, minus the jacket, with top buttons undone, giving everyone a good view of her new cleavage. She and Kurumu were enjoying all the praise directed their way while Moka just seemed embarrassed.

"I finally get to know what it's like to be an adult. I turned out sexier than I thought I would," Yukari said with pride.

Kurumu surprised the girl by grabbing her breasts. She gave them an appraising look before she smirked and looked the witch in the eye.

"I'll admit Yukari you've got an impressive set. But-"

Kurumu then puffed out her enhanced chest.

"You've all got a long way to go before you're a match for these girls."

Any usual fight that would've broken out between the young witch and succubus was interrupted when Mizore ran up to them, her hair also now short again. Her features showing great concern and fear.

"We may have a problem."

"What's wrong?

She said nothing but urged them to somewhere more private. they soon found themselves under a tree not far from the main entrance.

"What's wrong, Mizore?"

"I tried to change into my true form last night to see if this mutation might have changed anything."

"Did you find anything?"

"That was just it, I couldn't change at all. I tried for two hours but nothing. I couldn't even conjure ice."

"Maybe you were just out of practice. I'll show you," Yukari said, holding up her wand.

Kurumu covered her head with her arms and braced for pain. When nothing came, she glanced to Yukari who still had her wand up in the air but she had a look of shock. While this would have been a good time to gloat about her having forgotten how to use her magic, Kurumu had a more important concern in mind. She held up her hands and willed her claws out… nothing. Not even so much as a tingle. Moka tried her luck by kicking the tree, all she got was pain. The tree didn't even tremble and no leaves were shaken loose.

"This is bad, this is very bad," Yukari said with a slight tone of fear.

"I know, which is why for the time being until at least one of us gets their powers back, we should watch each other's back," Mizore added.

"Good idea, I'll talk to Tsukune, maybe he'll know something," Moka threw in her piece.

The girls broke off and headed for class at hearing the sound of the bell. Had they looked higher up the tree, they would have seen a figure hiding in the upper branches. The person in question gave a wicked grin at overhearing the girls.

"How interesting."


At class, Moka whispered to Tsukune what had happened that morning.

"So, none of you can use any of your powers?"

"No, for now we're gonna watch each others backs for the time being until one of us gets their power back."

"That's a good idea. You all should also head back to the dorms immediately after class."

"Will do."

"Okay. I'll talk to Kyouko and see if she has any theories."

"Why Kyouko?"

"The human part of her was a biologist in life. She still has the knowledge despite her new body."


Class had ended without incident, much to the newspaper club's relief. They were all eager to get back to the dorms so they could avoid any new trouble or any old ones. They were almost home free, all they had to do was pass the large tree 30 feet away from the dorm house. Mizore suddenly felt a sharp jolt go through her body. She dropped to her knees and rubbed her arms like she was trying to get warm from the cold. The others found that odd in itself, considering what she was.

"It's been a while ladies."

The girls turned their attention upwards towards the voice. The owner was around their age wearing the academy issued pants, a white T-shirt and a camera hanging around his neck. He had light colored hair that was in a broom style and freckles on his face that seemed to be constantly sweating. His face was one Kurumu remembered well, Nagare Kano.

"Hello girls, remember me? I'm sure you do my dear Kurumu."

Kurumu put up a tough face in an attempt to drive him off.

"Oh, I remember you. I remember that you tried to black mail me into doing your sick games. Beat it slug boy before rearrange your face like I did last time."

Nagare chuckled in a slightly sadistic tone as body began to change.

"Nice try but I know better. You're powerless now."

Shock and fear washed over the girls' features. Kurumu suddenly remembered that Nagare had used his powers to spy on numerous girls and learn their secrets, he must've found out about theirs. Two tubes jutted out of the sides of his neck as his body became slimy and his eyes pushed out of from his skull. With his transformation complete, the tubes on Nagare's neck began to bulge. With one big puff, a large cloud of green gas was expelled from the tubes. The girls felt their bodies going weak. Nagare charged forward and swiped his bulging arm down. Fighting the weakness in their bodies, the girls forced themselves out of the way. The crash from Nagare's arm sent a small shockwave, sending Mizore in one way and Moka Kurumu and Yukari in another. The snow fairy looked in their direction and saw the Slug monster stalk up to them, perversion oozing from his eyes.

"I'm going to have a lot of fun with you all. And your dear Tsukune isn't here to save you."

Mizore forced her weakened body to her feet, all the while glaring at Nagare. Her eyes showed so much anger; they were glowing red… literally.

"Get… away… FROM MY FRIENDS!"

There was a sudden explosion of power along with a flash of light. The girls and Nagare shielded their eyes from the intense brightness. When it had faded

She now had armor-like ice covering her feet in the form of clawed paws and shins up to her knees. It covered the outer part of her thighs, hips and crotch. Most of her torso was bare save the back shoulders and half the breasts, they were covered in ice armor. Her arms are completely covered in ice armor ending with her normal ice claws. She had wings made of ice and a little ice tail. (Overall it's sort of a fusion between the Witchblade anime armor and Hyôrinmaru's bankai.)

"Whoa!" Kurumu uttered in awe.

Nagare snapped out of his shock and sneered at the new Mizore.

"You think that scares me? It won't do you any good if you can't move!"

He spewed out a huge green cloud of his poison gas. It drifted towards Mizore quickly but the green cloud suddenly turned white. More gas drifted towards but it all turned white and she was not showing any sign of weakness. It suddenly dawned on the slug boy that his poison was being frozen before she could breathe it in. Mizore took one step forward and flapped her ice wings. Before Nagare knew it, Mizore had appeared nearly two feet in front of him. She took one swipe with her ice claws but the slug managed to avoid. What he didn't expect was a wave of icicles shooting up while following the path of Mizore's attack. Thinking quickly, Nagare moved as much as he could to dodge the oncoming ice, he managed to only get a few cuts. He returned his attention back to the transformed snow fairy.

"HA! Is that all you got?"

Suddenly the air temperature dropped sharply. Steam began to seep out of the corners of her mouth. The wind began to whirl like that of oncoming tornado except it was being drawn towards Mizore or more precisely, her mouth. She drew in the air and with one mighty exhale fired a stream of freezing energy. The blast struck the slug monster dead on, encasing him in a twenty-foot long icicle. There were some smaller icicles on different areas but the smallest one was a good nine feet long. The trees behind him had similar length icicles hanging off their trunks. The frozen standing timbers stretched for a good 300 yards. Moka Kurumu and Yukari stared slack-jawed in awe. Yukari broke the relative silence.

"Wow! She's now got some kind of super freezing breath! She definitely got that from Tsukune."

Mizore wasn't listening, she was more interested in her new form. The way the ice armor covered gave her a look of sensuality and lethality. Satisfied that her powers were back as well as a new form, she willed it away like she had done before in the past. She could feel the familiar sensation go through her. It felt like she was whole again. With the reveling done she turned her attention back to her friends. For some odd reason, they were staring wide-eyed at her, was there something on her face?

"What's everybody staring at? Why do I feel a draft?"

Looking around she found the reason why. Her clothes lay shredded all around on the ground. She gazed down at herself, her cheeks burning crimson as realization struck her.

"KYAAA! I'M NAKED!"

Kurumu pulled off her sweater and gave it to the nude snow fairy. Moka took off her blazer and wrapped it around Mizore's waist to cover her nether regions.

"Let's go find Tsukune, he's probably talked to Kyouko by now."

"Right but first, let's get Mizore some clothes.


"Their mutations haven't finished yet."

The girls all stared at Tsukune's cousin in confusion.

"What do you mean?"

"It's just as I said. The G-cells are still assessing your bodies, searching for any strong abilities to augment and weaknesses to remove. I'd say in a few days, you'll have access to your powers again along with a new 'super-monster' form just like Mizore does."

"Why was Mizore able to get her powers back first?" Yukari asked.

"Simple, she's a snow fairy and the only weakness they have is that they are highly susceptible to intense heat. That's no longer a factor with Mizore. Each of you have their own vulnerabilities that will take time to work out."

"So who do you think will get their powers back next?"

"I couldn't tell you. That's something you all will have to figure out on your own."

Tsukune decided to step in.

"All right, that's enough questions for today. You've all had a hard day, I think it's time for some rest."

The newspaper club reluctantly agreed and filed out of the room. While following the girls, Tsukune felt someone grasp his shoulder. Twisting his head around, he found the face of Ruby attached to the hand. Her features showed that she had something on her mind.

"Tsukune, can I talk to you for a moment?"

"Sure, what's up?"

"Lately, I've noticed that your cousin has been giving me weird… looks."

"Like she was checking you out?"

"Yeah."

"That's most likely because she was."

"What do you mean?"

"She walks on the other side of the tracks."

The older witch gave the boy a puzzled look.

"Huh?"

"Kyouko plays for the other team."

Ruby thought carefully on Tsukune's words until her eyes went wide when she realized what he meant.

"You mean she's…"

"Yeah, she is."

Ruby's brain just seemed to stop working.

"I should warn you, though. She likes it rough, real rough."

"Rough? You mean she's into BDSM?"

"Yeah. When I was over at her place once, I found her little 'playroom.' She also has a large collection of 'toys."

Ruby stared wide-eyed.

"And leathers?"

Tsukune nodded. She thanked him for the warning and left. Her mind was running at full speed with this new info. Her whole body was urging her to say something, maybe something in disgust. A certain part of mind managed to force a single word out of her mouth though it was not what she was expecting.

"Hallelujah."


The bus came to a stop at the familiar scarecrow that designated Yokai's stop. The door opened and Ryuzaki stepped out

"So this is Yokai Academy?"

"This is the place. That huge building over there is the academy main building."

'Perhaps, I'll hang back and observe for awhile.'

The cosmic visitor then departed, in search for his target.

"Things are about to get interesting."

As the driver watched the boy walk away, another figure also watched. A figure who wore a black version of the school uniform and a yellow armband. The figure then ran for the academy while holding a vicious grin.

"I must inform master Kuyo of this. Tsukune Aono is alone and vulnerable."


A/N: before anyone asks why I made Kyouko the way I did, I've got a good reason.

First off, her DNA is 1/3 female human 1/3 male mutant Gojirasaurus and 1/3 plant and plants are both male and female. Add to the fact the Gojiran side of her genes are the most dominant, she would show more male oriented interest, despite having a female body, which is one reason why she's a tomboy and a lesbian. On another note, her monster form attacks with whip-like vines, some with thorns and has shown to be very aggressive. If a being like that were in human form, wouldn't you think she'd be into the whole bondage thing?

Biolantte:

A shining example of why man shouldn't play god. Biolantte is a walking conundrum, not a plant, not an animal not a savage beast nor a rational creature and yet she is all of these things at the same time. She was "born" as a result of disgruntled scientist's attempt to preserve what remained of his only daughter's life only to become something that was both beautiful and hideous.