Up and Down by Theo Winters (BE, Nerd)

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Up and Down by Theo Winters (BE, Nerd)

Postby TheoW » Wed May 30, 2012 11:24 pm

Here's something I put together over the last couple days for the new site. I've always liked things going a bit sideways, the idea of combining BE and a Nerd TF works well in my mind as big breasts can be alienating in high school.


Up and Down
By Theo Winters

Millie smiled as she walked through the doors of the school, her shirt skirt swaying around her hips. The skirt was short as the school would let her get away with and her shirt was just as tight, cropped high enough to show hints of her tight belly. Everyone watched as she walked through the other students, all of them eyeing her. That was as it should be, she was a cheerleader after all.

At seventeen she had the world in her hand, she was one of the most popular girls in school and was aiming to be the head cheerleader next year, even her grades were acceptable. There was only one thing she wished she could change and that was her chest. She was small, so small that it was a bit of a joke in the locker room, her A-cup bra hardly being filled. It was embarrassing, she was the smallest girl on the team.

Her mom promised here that she would fill out more in college, but she didn't believe it. Instead she was saving up her money for a boob job, but that was a long time away.

She continued on though the hallways, skipping over her locker and heading towards the corner of the quad where all the cheerleaders gathered. Oddly she didn't see any of them there, not even Trisha, who was always the first one at school. Sitting down on the bench, Millie crossed her legs and brushed down her skirt.

A moment later a good looking man sat down next to him. He looked familiar but she couldn't quite place his name, probably just another guy looking for a date, but she would only date someone on one of the sports teams. It was a pity, he was attractive, but a girl had to have standards and it wouldn't due for her to be seen with a normal student.

"I'm not interested," she said.

He smirked a bit and shook his head. "You haven't even heard what I'm offering."

Millie gave him a critical look, then nodded for him to say his piece. She wasn't a bitch like Amanda who looked down on everyone else and insulted them whenever she had the chance.

"I want to offer you whatever you want. Whatever you wish it will be yours, for a small price."

"I'm not a pothead," she replied.

The man's smile grew a bit wider, his eyes glittering in the morning sun. "I'm not offering that. I'm offering to give you anything you want, anything at all," he said, lifting up his hand slightly. The tips of his fingers in line with the sun, causing them to glow.

She sat there looking at the strange man. She wasn't really sure what he was offering, but some part of her believed it. There was something in the air, a feeling of power that was pressing down around both of them. Finally she found herself speaking without even thinking about it. "I want bigger breasts."


A blush crossed her face. "I'm too small," she said.

Reaching out, he placed a hand on her shoulder. A jolt ran down her arm, making her jump. "And you're willing to pay for it?" he asked.

"Yes," she said, trying to pull away, but his grip was too tight. She could feel the pressure firmly on her shoulder, growing moment by moment. She winches and reached up to push him away, seeing the sun glowing behind him, getting brighter with each passing moment. She squinted her eyes and lifted her hand up to block out the light.

A moment later the light faded away, and the pressure was gone from her arm. Dropping her hand she saw that the man had gone as well. There was no sign of him anywhere in the quad. She was alone on the bench.

"That was strange," she said, rubbing her eyes.

"What was strange?" Trisha asked, sitting down next to her friend. The head cheerleader was dressed in her uniform, the one with knee length skort and fluffy top. It was probably too warm for it, but it was her job to wear the uniform every Wednesday.

Millie shrugged and shook her head, her short cut brown hair bobbing along the top of her neck. It just wasn't worth motioning the strange man. She rubbed at her eyes again, her contacts starting to itch.

"It's just one of those mornings, isn't it?" Trisha asked, leaning back in the sunlight.

"I guess so," she replied, rubbing her eyes more, only to have the right contact to stick to her finger and fly right out of her eye. "No, no, no" she said as her vision went blurry in one eye.

Trisha saw the contact arching through the air to land a few feet away on the stone pavers. "I'll get it," she said, standing up, only for Liz to come around the corner. Without even looking, the fellow cheerleader stepped right on the contact lens.

"Hey guys," she said in her bubby voice, her blond hair bouncing as she walked, her foot dragging along with the contact still suck on it. Trisha tried to stop her, but it was too late, the lens was ruined.

"Why the long face," Liz asked as she sat down on the bench.

"You stepped on her contact."

The blond frowned at this."Oh, I'm sorry, hon. Do you have a replacement."

Millie shook her head, reaching into her small purse and pulling out her contact case. Carefully she took the other lens out and put it away, leaving the world slightly blurry. Her vision wasn't that bad, but her mother wanted her to have some correction so it didn't get worse. Pulling out her glasses, she placed them on her nose, the cute lens framing her brown eyes.

"You look better with them anyways," Liz said.

"But I can't go to practice wearing them."

Trisha smiled. "We'll work out something, don't worry about it." A moment later the bell for class rang, and the three girls broke apart, heading for the separate rooms. For Millie, her first class was English, and it was boring! She knew how to speak it and could spell as well as anyone else in school.

She sat down in the very back of the class, brushing her skirt out and adjusting her glasses, glad that they were small and thin. It made them nearly unnoticeable, which was for the best. The last thing she wanted was for someone to give her trouble because of them.

As usual the class seemed to go on forever, and even zoning out didn't help. She was having trouble staying awake at first, but after half an hour she started to notice something else; her bra was feeling uncomfortable across her back and starting to pull against her shoulders. Trying to move slowly so she wasn't noticed, she slipped her hand into her shirt and adjusted the straps, trying to get some relief. It worked for a little bit, but after a few minutes she had to adjust it again.

Finally the bell rang for the end class, quickly gather her things she rushed out and headed towards the bathroom, diving into one of the stalls before someone else grabbed it. With a blush she pulled off her top, looking down at her bra and gasped in surprised. Instead of the cups being nearly empty, they were far too full!

Millie gulped a bit and reached back, unsnapping the hooks of her bra, letting her breasts fall free. They were bigger! No longer was she sporting a nearly flat chest, she actually had breasts!

Giggling softly to herself she looked down at the bra, not sure how she could wear it from the rest of the day, but as she watched the fabric of the bra twisting in her hands, changing from simple white to tan while getting fuller.

She turned it around the looked at the tag, happy to see that it was now a B-cup. Laughing in glee she pulled the bra back on, feeling the support under her new breasts. With a smile she pulled her shirt back on, knocking her glasses off in the process. She caught them in one hand as she pulled the shirt down until the hem was brushing the top of her skirt, then put them back on her face, the extra weight settling on her nose.

Millie collected herself and rushed back out of the bathroom, she had just enough time to swing by her locker and get the book before the next class started. She rushed as hard as she could, the slight heal of her stylish shoes making it hard to run, still she was able to slip into her seat just as the bell rang.

Biology wasn't a bad class, at least it wasn't as bland as English. She still hard a time paying attention it to, but at least it was a bit fun. Though she hated when they had to dissect things. She sat in the back, book open and listening to the teacher go on and on about flat worms. They were disgusting little things, but it was kind of interesting none the less. The best part though was she could feel her new bra getting tighter throughout the period, the bands digging in as her breasts swelled out, but the pressure went away the moment the bell rang, the bra growing lager under her top.

Stepping out of the class, her skirt swishing against her knees, she peaked into her top, pleased to see she now had a pink bra on, and it was looking very full. With a smile she opened up the top two buttons, wanting to show off her new cleavage.

Swinging back through her locker she dropped off the biology book and picked up her Spanish book, hugging it to her chest, right under her new breasts. She hurried on to class, her heals clicking softly before starting to squeak, the flat tennis shoes heavy and comfortable on her feet.

Millie took her seat at the front of class, opening her book and pulling out her notes, fishing a pencil out of the purse. She really enjoyed Spanish, the language was a lot of fun and sounded so exotic. She was hoping to take a trip to Spain after college, and now that her chest was growing she could use the implant money for the trip!

Outside of practice, the class was the best part of her day. They only spoke Spanish for the whole class, everyone knew what they were doing and the teacher was very easy on the eyes. In fact she was so focused on the class she hardly felt the pressure on her chest as it continued to grow, not until near the end of the period when she could feel it dig into her back. She managed to sneak a look down her top, smiling as she saw the extra skin hidden inside of it, she hoped it would get her some attention.

When the bell finally rang she collected her book and notes and put them into her backpack, quickly slinging it over her shoulder as she headed towards the cafeteria for lunch. On the way she could feel the bra starting to change again to accommodate her new size. She swing by the rest room, taking off her thick glasses and pulling her shirt off. She opened her bra, white again, and checked the label, pleased to see it was now a D-cup! She laughed and put everything back on as well as her glasses, glad to see the world snapping back into focus.

She hurried off to the cafeteria, her hair dancing over her shoulders, finding the other cheerleaders already sitting in the back. She moved up to the table, dropping down on the bench, feeling the impact through her flat ass and up her back. She brushed the long skirt down her legs and smiled at her friends. "Hey," she said.

"Hey Millie," Trisha said, picking at her salad.

Returning her smile, she opened her backpack and pulled out her lunch, she was the only one in the group who bothered with bringing food from home, but she liked it better then the school food. She had a sandwich carefully covered in cling wrap. She set it down on the table an started to unfold it, smiling a bit.

Leaning forward her larger breasts came to rest on the table, actually getting in her way. She was about to take a bite of it when Amanda walked up to the table, carrying her single small salad. "You're not going to eat that, are you?"

"Why not?" she asked, looking at the sandwich.

"Because it's nasty, that's why. You should eat something health otherwise you will get chubby, and we can't have a cubby cheerleader."

Trisha shook her head. "One day isn't going to make her fat. Anyways I still remember you pigging out at the bar-b-q last summer."

She pouted a bit. "It's summer, summer doesn't count."

Millie decided to just ignore it, making a show of taking a big bite of the sandwich and chewing. She knew she shouldn't be so blasé about it, she did have a small layer of fat on her belly, which was why she didn't like showing it off like all the other cheerleaders. Still, it was hard to keep on a diet day to day, she just had no will power.

Liz joined them a short time later, and they fell into the usual talk about practice and what they were going to do next. Trisha had a few ideas for a change up to the routine for basketball season, something fun and daring that should get the crowds pumped up.

As the conversation went on, Millie found herself pulling at her bra again, feeling her chest still growing. She couldn't believe that even now she was still getting bustier by the moment, and she was starting to think she was at a nearly perfect size. She was now the bustiest girl on the squad.

Without thinking about it, she reached into her backpack and pulled out her dessert, a pair of frosted cupcakes. As soon as she pulled them out Amanda frowned. "Now Mildred, you shouldn't be eating that!" she protested.

Looking up, she bristled a bit at the use of her full name, she hate it, but before she could comment on it Trisha piped up. "She's right you know, if you want to get on the squad you can't eat like that. You still need to lose a bit more weight."

That made her blush, her hand slipping down to press at the small curve of her belly. True, she was about twenty pounds overweight, but she could lose it. "Okay," she said, putting the cupcakes back, she didn't really need them anyways.

"And less sweets should help with your acne," Amanda added.

Mildred blushed even more, sinking down on the bench. It couldn't have been that noticeable, could it? She had worked hard to try and cover them all up that morning.

The bell rang, sending them all off to their next classes, she took advantage of it to hurry back to the bathroom, her large breasts jiggling under her loose shirt as her bra changed sizes again, the straps growing thicker across her back. The open top showed the jiggling cleavage, almost bursting free.

In the bathroom she looked at herself in the mirror and let out a soft gasp, the makeup wasn't doing much at all to hide her outbreak, all it did was make her skin look worse. The base coat was so heavy that it was almost flaking off, and it made her long brown hair look even worse then it usually did. As she turned away she didn't notice the body fall away from her hair, leaving it flat and limp as it hung down her back.

She brushed down her ankle length skirt and adjusted her thick glasses before heading off to class. This time it was trigonometry, she hurried in, the bell ringing just as she entered. Quickly she started to head to her preferred spot in the very back, but a moment later turned around and went to the front of the class, taking a desk right in front of the white board.

Settling down she opened up her book and notes, then pulled out her homework. She was happy with it, she had even done the extra credit work. With a smile at the teacher she turned it in and then settled down to follow the lesson for the day. It was fairly easy, she hardly had to think about it as the teacher covered the next chapter.

The class passed faster than any other of the day, and she hardly noticing the constant growing of her chest, her blouse slowly rising up and buttoned itself one by one, her growing cleavage vanishing from view. Occasionally she would tug at the thin material, trying to get comfortable as she listened to the teacher cover the advanced subjects. As she pulled at her blouse, the thin material started to grow heavier, the fabric losing its slick smoothness and becoming rough as it started to flow, turning into a well worn black t-shirt that was two sizes too big. A moment after that a slightly faded "World of WarCraft" logo appeared across her ample chest.

As the bell rang she quickly collected her books and notes, putting it in her backpack. The bag was full with all of her books for the day, it was easier than trying to go to her locker between each period. As she rushed along she could feel her large breasts shaking under her shirt. She was starting to feel like she was too big, and that everyone was staring at her. Blushing she moved to her history class, finding herself taking anther seat at the front of the class.

While it wasn't as interesting as math had been, she listened intently to the lecture, making notes as she went on. The teacher knew his history, but managed to make all if it sound boring, even the exciting parts. He always gave way to much homework, usually twice of what any teacher did, sometimes assigning a whole chapter over the weekend. She found herself bouncing between focusing on the class and the growing weight in her bra, she was starting to feel it across her back, the breasts pulling her forward and even getting in the way of her note taking.

As she adjusting her chest she head some laugher from the behind her back. She tried to sneak at look at who was laughing without turning to far, but couldn't quite see them thanks to her glasses. She just had to focus on class instead of the growing jokes.

When the bell rang she rushed out of the class as fast as she could and into the bathroom, her large chest bouncing with each step she took. She vanished back into the stall; sitting down and pulling off her t-shirt before letting out a gasp. Her breasts were huge! Her bra had grow to match them, the fabric was heavy and stark black, with little lacey trim. Opening it up she shifted it around and looked at the label.


Mildred's jaw dropped, she couldn't believe she had worn an A-Cup just this morning, and now look at her! Her head was spinning as she put the bra back on, glad for the support. Pulling her shirt back on she stepped out of the stall, taking a moment to wash her face in the sink, at the same time washing away the very last trace of makeup to leave behind her natural skin.

Pushing up her heavy glasses, so hurried out of the bathroom, her long hair flying out behind her as he skirt swaying over the top of her tennis shoes. She started towards arts, but halfway there she changed directions, heading instead towards the computer lab. It felt both wrong and right at the same time, and as she sat down in front of the school provided laptop she had forgotten she was ever taking art.

"Oh, look, it's Mildred," Amanda said, sitting down a couple desks away.

She looked back at her friend, starting to smile at her.

"Have you gone in for your daily milking yet?" she snapped, then laughed at her own joke.

Mildred pulled back. "What?" she asked softly.

Amanda laughed more. "What did you say? All I can hear is 'MOOOOO'!"

Turning away from her former friend, she sank down in her desk, trying to pretend she didn't exist. This was stupid, just because Amanda was a cheerleader didn't mean she got to make fun of everyone. She could have been a cheerleader if she wanted... well if she had wanted. She would rather stay home and play her games, that was always a lot more fun.

The teacher quickly came into the classroom and started the lesson, which thankfully shut down Amanda for the being. The only joy was that the blond haired bitch didn't have a clue how to use the computers and had to ask for help for every little thing. All Mildred had to deal with was how her breasts got in the way of the keyboard.

Even at this point the growth wouldn't stop, pressing out under her shirt, which grew another size to try and hide it. She found herself sinking lower in her desk, hunching down and letting her hair fall forward, trying to vanish under it. It wasn't easy, her massive chest made her stand out to everyone, but she had no choice, the last thing she wanted was anyone to notice that she had the biggest breasts in the school.

She was happen when the class came to an end, finally ending the long school day. She picked up her backpack, hugging it to her chest as she stepped out of the room. She wasn't surprised to find Amanda standing there, a smirk on her face. "Oh look, the cow is going home. We should get you a bell so everyone can get out of your way."

"Shut up, Amanda," she said, the words coming out without any force to them.

"Or what, your smothering me with your tits?" the cheerleader snapped back, moving a bit closer, imposing over the shy girl. "I'm surprised you can even lift them, they must weight a ton each."

"Shut up," Mildred said through clench teeth.

She leered at the cowering nerd. "Why, it's true. You know it's true."

"Stop it," Trisha said as she walked up to the pair of them. "This isn't the way you should behave, and you know it. Leave the poor girl alone, she can't help how she looks. Go to practice, I'll see you there in a few minutes."

A look of anger ran over Amanda's face, followed by a look of disgust as she turned and walked away.

The head cheerleader sighed and looked back at Mildred. "You really shouldn't provoke her," she said, a look of pity in her eyes before she followed after the other girl.

She watched them both go, her bag held tightly to her chest, hiding her breasts as she felt them tingling. Mildred didn't budge at all as the hallway emptied out, leaving her nearly alone before she finally moved again. She made one last trip to the rest room, happy to see that it was already empty.

Dropping her bag she looked at herself in the mirror, surprised at the plain young woman looking back at her. She had thick glasses sitting on her nose, with a scattering of acne across her face and pale skin that contrasted with her dark brown eyes. Her hair that hung limply along her shoulder and down to her ass, flat and dull. Turing around she looked at her profile, seeing the sight bulge of her belly, and her bony flat ass. The only thing that stood out about her was her huge breasts.

With trembling hands, she pulled off her WarCraft shirt, dropping it onto the floor, then unhooked her bra. It was a bland white one, with thick padded straps and hooks at the front. Her breasts spilled out, bouncing against her chest. They were even bigger then she thought, dominating her chest, each one capped with a fat nipple and a wide areolas, dark brown against her light skin. The only plus she could see was that they seemed fairly perky.

Looking at her bra she gasped when she saw the label. Not only was it custom made, it was G-cup, and she was only seventeen! Her mother said she would be even bigger by college. Blushing she pulled the bra on, adjusting it a couple of times to make sure it was comfortable, then pulled on her shirt, letting it fall down. The loose fabric provided some camouflage for her mammoth chest, hiding it a little, but only a little.

Mildred paused one last time to look at her reflection in the mirror. For a moment she had a flash of a different woman, thin and confident, with a lovely fare and a nearly flat chest. A woman who was popular and a cheerleader. Someone she could have been, but it wasn't hurt, and never could be her again. Instead she was the bustiest girl in school, as well as the biggest nerd.

Turning away she closed her eyes, forgetting about the former cheerleader after a few moments, and a moment later she rushed out of the bathroom, her large breasts bouncing as she hurried towards the bus. She had to finish her homework and then get to a raid with her guild, and the last thing she wanted to do was to let her online friends down. After all, they were the only friends she had.


This story was written and copyright 2012 by Theo Winters, reposting and archiving are allowed as long as this copyright notice and the author's name are not removed. This story cannot be published without permission of the author. Violators will be made into math geeks.
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Re: Up and Down by Theo Winters (BE, Nerd)

Postby annonnibler » Fri Jun 08, 2012 1:05 pm

that was a great story. Poor milli / mildred, should have watched "once upon a time" so she knew that all magic comes with a price :D
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Re: Up and Down by Theo Winters (BE, Nerd)

Postby Matt L. » Sat Jun 09, 2012 6:03 pm

This is a rather smoothly composed morsel of fiction, very entertaining. Crisp dialogue, ideal descriptions and nice conclusion. Bravo.
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Re: Up and Down by Theo Winters (BE, Nerd)

Postby kylekatarn77 » Fri Oct 05, 2012 11:35 pm

Lovely nerd tf sir! Can't wait for more!
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Re: Up and Down by Theo Winters (BE, Nerd)

Postby EmmaFinn » Mon Jan 14, 2013 1:51 am

I really like this actually. Well done!

There was a really good nerd transformation in an old episode of Sabrina that's worth checking out if you haven't seen it.
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Re: Up and Down by Theo Winters (BE, Nerd)

Postby TheoW » Mon Jan 14, 2013 8:34 pm

EmmaFinn wrote:I really like this actually. Well done!

There was a really good nerd transformation in an old episode of Sabrina that's worth checking out if you haven't seen it.

Yes, yes I do. I think that was the first nerd TF I ever saw! :)
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Re: Up and Down by Theo Winters (BE, Nerd)

Postby Maximus » Wed May 20, 2015 4:35 am

Wow, how did I not notice this gem before? Very enjoyable, especially the phase where the bullying starts. Definitely my new favorite nerd tf story

Well done, Theo
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Re: Up and Down by Theo Winters (BE, Nerd)

Postby kylekatarn77 » Wed May 20, 2015 10:39 pm

Link is broken. X( But seriously, said it before, WONDERFUL nerd tf story, hope to see another great one soon!
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Re: Up and Down by Theo Winters (BE, Nerd)

Postby kylekatarn77 » Sun Sep 09, 2018 5:51 am

Think there will ever be a sequal? Maybe a handsome jock bully football star who isn’t the biggest down there, ends up the nerdiest boy in school but also most hung... and at the end of the story he runs into her, instant nerd crushes? ^__^
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