Simon: is seen sitting next to Momo.

Momo: And so, that's our report on how our class has been doing!

She grit her teeth a little.

Momo(mumbling): That I did all of the work on...

Satsuki: Hmm. Good. Everything seems up to code then.

Satsuki, the head of B.U.A.'s hero and huntsman student council, nods in satisfaction.

Satsuki: It is important that this school maintains its status as the number one in all of remnant! Not only in grades, but in image.

She crosses a leg.

Satsuki: So. I would like the both of you to help reinforce this. Mainly because class 1-A is the most... outlandish of the school.

Despite the negative comment, she still had a determined tone.

Satsuki: Though, you are still a relatively well behaved class, so if your class is the worst of us, then that's a good sign!

Momo: Thank you, ma'am! We promise to improve-

Satsuki: I request that you do not.

This caught both of them off guard.

Momo: P-Pardon?

Simon: Huh?

Satsuki: We would like you all to remain as the lowest. You all have a few bad Apples who hold your class average at the lowest. We have deemed it best to keep the higher ranking kids working hard while the ones who don't, don't.

Momo: I-I don't understand. You're saying that-

Satsuki: Minnie Mineta, student #12, has been caught trying to get into both male restrooms and locker rooms at minimum 3 times a day since she joined.

Simon: Yeah, but that's just Mineta-

Satsuki: Denki Kaminari, student #8, hasn't gotten a grade above 33 on anything written in his entire life, only getting into here because of his feats of strength.

Momo: Denki can be a bit... much, but he... tries...?

Satsuki: Izuku Midoriya, regularly breaks all his bones and misses entire days of class. Katsuki Bakugo, violent outbursts both physical and verbal. Ruby Rose, regularly falls asleep in class. Yang Xio Long, violent outbursts. Kara Zor-l, accidental destruction of property. Laura suspicious lack of last name, violent outbursts. Kevin Levin, theft of school property. Ryuko Matoi, violent outbursts. Simon Tennyson...

She looks right at him.

Satsuki: Disrespect towards teachers and students.

Simon: I give respect when I get respect.

Satsuki: your class is hopeless. Therefore, I would like you two to instead, keep everyone excelling in what they're excelling in instead of waisting time improving their faults. This meeting is over.

Later—

Simon was now sitting in class, everyone just chatting while Simon was lost in thought about the earlier meeting. While he contemplates how to go against her, a few people were watching him.

Jiro: I wonder what he's thinking about.

Pyrrha: Perhaps it's about what his next transformation will be?

Momo: Why does it matter?

She wasn't even looking at him.

Momo: He's an irresponsible delinquent whose only decent features are his quirk and his charisma!

Jiro: What's gotten you so upset?

Rachel: She has a crush on him.

The girl says, not looking up from her book.

Momo: H-Huh!? How dare you! I do not-

Rachel: Everyone in class does. It doesn't take a genius to realize. Everyone does some form of fidget when talking to him, he's a common topic of conversation, and that's not bringing up how they talk about him.

Momo: W-Well I'm an exception!

Jiro: A-And what do you mean "everyone"!?

Pyrrha: !?!?!?

The red haired girl was blushing a lot.

Rachel: Momo, you can't stop complaining about him but it's almost exclusively roundabout compliments. Jiro, whenever he's not on your team for a team exercise, you get visibly sad and if you do get him, you get visibly excited. And Pyrrha, you always offer him help with studying even when he doesn't need it, you remember all of his transformations even if they're hardly used, and you've been red as a tomato since I brought up you having a crush on him.

She says in a constant, uninterested tone. The three girls were stun-locked. How could they respond to that?

Rachel: Everyone in class likes him. Probably some other classes too. He's cute. Don't like cute? He can transform into a red guy with huge muscles. Don't like that? He can turn into anything else that you could find attractive.

She turns the page of her book.

Rachel: Don't feel too bummed I figured you out. You should be worried about someone else sweeping him away before you get a chance with him.

Her eyes don't move from her book, but she could tell they were all blushing. Rachel starts floating away, leaving the group of three flabbergasted.

Rachel: I'm gonna go somewhere more quiet.

Without anything else, she teleported away.

Later—

Simon is seen walking home with Ryuko like any other night. However, far behind them was Momo, Jiro and Pyrrha. They watch in confused horror as a bunch of other girls from in and out of their class also followed them, watching the boy with hungry looks on their faces.

Momo(whisper): Oh gods, she was right!

Jiro(whisper): I-I- U-U-Ummm w-what do we do now!?

Momo(whisper): H-How would I know!?

While the two externally panicked, Pyrrha was trying to keep herself calm, but was really internally panicking.

Pyrrha(thinking): What am I gonna do!? My parents would never approve of me dating someone like him!!!

Later—

Simon was floating in a black void. There was no sound. No movement. Nothing. Simon was unsure as to how he had gotten there, and was still trying to figure that out. Before he could though, a pair of red eyes materialized in front of him.

???: You.

A voice rang out. It was unbelievably loud yet wasn't shouting.

???: You have something that belongs to me.

Simon instantly knew what this was about.

Simon: Well come and take it then!

???: Hmmm...

The hum shook everything around Simon.

???: This will be, interesting...

The voice fades as the void begins to fill with a mist.

??? 2: Leeeeet.... Meeee.... Ouuuut...

As the raspy voice spoke, purple eyes tore through the void, wiggling and writhing and looking around before landing on the Omnitrix wielder.

??? 2: Leeet... Meeee... Out!!!

Something grabbed his leg and started to drag him downward. He crashed through something before landing on a surface.

??? 3: Look at that.

A deep voice now spoke. Simon now saw he was standing on an insanely large silhouette of a three fingered hand, it connected to a silhouette of a large person.

??? 3: Powerless without your precious watch!

The hand begins to close.

??? 3: I'll make use of your Mana, "Omnipotence"

And the had was shut, Simon feeling no real pain but instead, everything faded to black.

??? 4: Simon...

His eyes shot open, he had appeared in an endless field of flowers. He couldn't put his finger on what kind of flowers they were, but that was the least of his concern.

??? 4: It's going to be okay, I promise.

He saw a feminine figure standing a whiles away.

??? 4: I'll save you, I promise.

Simon shot up in his bed and looked around his room. He was alone.

Simon:... Damn. That was weird.

The next day—

Simon: Man, I'm tired.

He was walking through the halls of the school.

Simon(thinking): I'm gonna need to figure out how to prove that Satsuki girl wrong and preferably with minimal stress. Momo was gonna throw a study party for everyone but I know it would be mostly fruitless since exam week would be coming up soon.

While he was thinking, he noticed that someone was standing in front of him. He looks up and saw Midnight in her teaching uniform.

Midnight: Hello Tennyson!~

Simon: Oh, it's you.

He was still a bit nervous from how she normally behaved.

Midnight: I saw you looking gloomy and was wondering if I could... cheer ya up!~

Simon just let out a sigh.

Simon: No...

But then, a thought crossed his mind.

Simon:... Well... I kinda like pissing off people in power, this Satsuki girl wanted class 1-A to keep being it's worse academically and in status. Any shot you can give my classmates extra credit or something?

Midnight: Hmmm...

Simon noticed her smile grow, blushing a little.

Midnight: Well, how about a deal?~

Simon(thinking): I don't like the sound of that!

Midnight: So, Tennyson...

She leans down, now eye level with the shorter, younger adult.

Midnight: Ready to become a man?~

Simon:...

Later—

Simon got out of Midnight's car, now in front of a mansion.

Midnight: Glad you've finally agreed to play ball!~ Honestly, I'm surprised you rejected my advances for this long!~

Simon: Eh, I had better things to do.

This annoyed the pro hero.

Midnight: Better things... hehe, funny.

She took him inside.

Midnight: Welcome to my not so humble abode!

Simon: Looks nice.

Midnight: So, bedroom's this way Omnipotence!~

She leads him through the house and into a room with a large bed, a tv, some dressers, and an overall red and purple colour scheme.

Midnight: I'm just gonna go to the bathroom before we start. There's also one right there!

She points to a side room connected to the bathroom.

Midnight: I'll be ready in a few minutes!~

And she walks away, leaving Simon by himself.

Simon:... So, this is happening... Mineta won't be letting this one go for a while.

He decided to mentally prepare himself in the bathroom (along with using it) before going back and sitting on the bed.

Midnight: Alright!~

Simon looks up, seeing her re-enter the room.

Midnight: You ready?~

Simon: *sigh*...

He had already texted Momo to not tutor anyone on history (Midnight's Class), claiming he had something "planned".

Simon: as I'll ever be.

Midnight: Hehe, good!~

🍋Lemon Begin🍋

Midnight threw aside her jacket before unbuttoning her shirt. She shook her breasts flirtatiously before removing it and tossing it aside as well. She let her dress drop to the floor followed by her leggings, now leaving her in her underwear. She reaches back, effortlessly unhooked her bra and letting it fall to the floor, her breasts now hanging free. Simon couldn't help but blush, nervously looking down.

Midnight: Awww, don't be shy!~

She walks forward, pulling him into a hug between her breasts.

Midnight: Actually, I don't mind! Makes you more fun to dominate!~

Simon couldn't help but savour the moment. Her smooth skin pressed against his face, ler hands caressing the back of his head, it felt nice.

Simon: I'm not.

He was finished savouring the moment, grabbing her by the waist.

Midnight: O-Oh?

He pulls her onto his lap, moving his head to the side and opening his mouth. He lightly encased her right breast in his lips, tenderly and slowly sucking on her nipple as he used his right hand to grope her other breast, and his left arm to keep her in place by wrapping around her back and holding her close.

Midnight: Ohhh!~

She rests a hand on his head, lightly rubbing his hair.

Midnight: N-Not bad- ah!

He lightly flicked her nipple with his tongue before gently swirling around it, only making her nipples more erect.

Midnight: A-Ah! Ooookay, that's g-good!~

She says excitedly, legs twitching a little.

Midnight threw aside: Y-You sure you're a v-virgin- A-Aaah!

Now, he gently nibbled on her nipple sending shockwaves of pleasure through her.

Midnight threw aside: T-That's it! G-G-Good boy!~

He gave her breast one final strong suck before pulling away, his lips making a loud smack sound as he did. He then switched sides, sucking on her left while groping her right. He repeated his process of first sucking, then lightly licking, and finally softly nibbling. He pulls away with another lip smack, looking up at a red-faced Midnight.

Midnight: G-Gods, you're good!~

Simon: Eh, I'm alright.

He moves his hands up her body, grabbing both of her breasts and moving his fingers so he was groping both of her breasts, but also so his thumbs and index fingers were ready to pinch her nipples. He began squeezing them together, lightly punched her nipples and causing the pro hero to shiver, her hips beginning to thrust a bit and grind on him.

Midnight: Mmmmmm~ Yeaaaahhhh!~

They kept this up for a while.

Simon: Honestly, I wasn't expecting you to be such a sub Midnight~

He let go of her, letting her catch her breath.

Midnight:.. hah... hahhh... W-Well normally... hah... I ahhmm... b-but others juhhhst let me do all th work... hah...

Simon: Hmm. Cool!

Midnight(thinking): Jeez, this kid's cute!

She got off him, sliding her panties off to reveal her a dripping pussy with a small heart shaped tuft of pubic hair above it.

Midnight: See how wet you make me?~

Her face was red with that same grin spread across her face.

Midnight: Ready to make me wetter?~

Simon: Well, we made it this far.

Midnight grabs onto the bottom of his shirt and started lifting. He let her take it off him, but she pauses when she was done. He was skinny, skinnier than she had expected. She even could faintly make out the outline of his ribcage through his skin.

Midnight:... Tennyson. Are you... okay?

Simon: Yeah, I get that a lot. But I'm fine, thank you.

Midnight kinda wanted to pry a bit more, but since he seemed to not want to talk about it along with her overwhelming hormones, she decided to drop it. Next, she went to his pants. She quickly got his pants down, placing her head over the bullhead in his boxers that was begging to escape. She giggled, pulling them down slowly so when she reaches a point, his six and a half inches smacked her in the face. She stared at it with excitement, opening her mouth and slowly tracing her tongue from the base to the tip, swirling around the top and poking at where his foreskin broke to reveal the head. The sensation felt amazing, better than anything he'd felt before.

Simon(thinking): G-Gotta think of something weird so I don't cum too early!

He managed to hold back against the teasing, but started to panic a little when he felt Midnight start to wrap her lips around the head. She took her turn to suck on him, a bit rougher than he had done, but still nice feeling. She took in more of his dick with every head-bob, going down lower and lower until she had hit the base. Her throat squeezed around him as he struggles to hold back, the woman finally pulling away. She moves down and stuck out her tongue, deciding to give him a taste of his own medicine, taking his entire ballsack into her mouth and letting her tongue dance around. The sensation was electric, making his legs give in and twitch a few times. It only got harder(heh) when she used her free hands, one striving his cock and the other massaging his tip.

Simon: H-Hmmm... M-Midnight...

She stopped, pulling away with a loud smack of her lips.

Midnight: Hehe. Having fun?~

Simon just nods before Midnight raised her head again. She used her middle and index finger to pull his foreskin back, exposing his head to the open air. Almost instantly a tingling sensation of the newly exposed spot hit the young man.

Simon: W-Waaaiiiitttaaaaahhhhh!

She took the head in her mouth, letting her tongue coat every inch of it in her saliva. She used her remaining hands to massage his balls and stroke the rest of his shaft. This was enough to get him to start panting, holding onto Midnight's head.

Simon: I-Immm... ghhhh...

Hearing this, she sped up a little, feeling Simon's hips start thrusting before a sudden gush of hot liquid fills her mouth. She pulls away, swallowing.

Midnight: Mmm! Kinda salty tho. Maybe I could get you some kiwi?

Simon was panting, lying back on the bed.

Midnight: Geh. Maybe later then!~

She got onto the bed herself, sitting on his stomach.

Midnight: how about you eat some of this- wah!

Simon pulls her closer, looking up at her before spreading her pussy lips. He pressed his mouth against her womanhood, turning his head a little and beginning to French kiss her, lightly probing her with his tongue.

Midnight: Y-Yeah! Ooooohhhh... gods, I-I love this! I l-love you!~

He pulls away for a second of air before leaning back in, sticking his tongue in deeper. Midnight couldn't help but grind up against him a little as his tongue dug into her.

Midnight: T-Tennyso-oooooh! S-Simon!~ T-This is amazing!~ I h-haven't felt this g-good in a while!~

Simon, instead of responding, pulls his tongue out and opened his mouth wider, sucking on her outter pussy lips. He used his tongue to hook under her clit.

Midnight: A-Ah!

He starts sucking on it.

Midnight: A-AAAAH! F-F-FUCK, S-SIMON, AHHHHHHAAAAHHH!!!

Her back curls as she leaned forward, holding onto his head. He kept pace, squeezing her butt and pushing her closer into his face. He starts flicking her clit with his tongue, making back give out, falling forward and using her arms to support herself. Her mouth hung open as a bit of drool drips onto the sheets.

Midnight: Y-Yeah! Fffffuck, fuck yes! Mmmmmm~

Her hip movements sped up involuntarily, just moaning and thrusting her hips as pressure builds up.

Midnight; A-Almooooost... g-ghhhh...

Simon, deciding to mess with her a little, stops licking and lightly places his teeth on her clit for support, using his tongue to quickly flick her clit around. Midnight let out a yelp, followed my falling back into her mess of moans.

Midnight: G-Ghhh KYAAAAAA!!!!!~

It was finally too much, grabbing onto and clutching Simon's hair as she thrusted her hips one final time, her orgasms finally reaching its climax. After riding it out a little, Midnight leans back, still needing to use her hands for support.

Midnight: Haahhhh... haaahhhhhh...

Simon moves himself back a bit, adjusting himself so his dick was aligned with her pussy. The two stare at each other. Midnight, despite her weakened state, had a face that conveyed excitement.

Midnight: P-Puhhh... Put it ihhhhn... meeee!~

She says, her smile growing.

Simon: Heh, well, if you insist!

He says sarcastically. He guides Midnight over him before letting her fall down and onto his member. She let out another moan, leaning forward and started thrusting. They both get into a steady rhythm together, sliding in and out as they fall into an embrace, picking up speed together.

Simon: Hnnn... h-hope you're ready!~

Midnight: F-For wha-ahhh!

He rolled over and took Midnight with him, now on top. He pulls away from the hug, reaching for her ankles and pinning her legs up over her head.

Midnight: M-Mating press! Oh yes daddyyyyy, haaa haaa HAAAAA!!!

She starts moaning again as Simon took full control of, thrusting into her. Midnight grips the sheets, biting her lip as her eyes roll back. Simon leans in, both engaging in a French kiss. They stayed locked there for a while, only occasionally parting for air. After another couple of minutes, Simon felt himself reaching a second climax. He started to speed up, pulling away from the kiss.

Midnight: Y-Y-You close?

Simon: Y-Yeah-

Midnight used the rest of her remaining strength to pull her legs free, locking them around Simon's back.

Simon: M-Midnight! No- A-Ahhh...

But it was too late. He finally released, pumping her pussy full of his cum. He collapsed onto her, Midnight pulling him into a hug.

Midnight: Gods... hahh...hahhhhh... that was amazing!~

Simon:... Hehh... uhhh... y-yeah, I guess it was.

They just lay there, heavily breathing whitest snuggled up to each other.

🍋Lemon End🍋

After recovering, both had gotten dressed and now were in Midnight's kitchen, drinking some water.

Midnight: Seriously though. How were you a virgin!? I haven't been fucked that good in a looooong while!~

Simon: Eh, I dunno. Guess I just payed attention in biology class!

Midnight:... You can't be serious.

Simon: Uhhh, yeah?

Midnight: Eh, all that matters is I got my well overdue pounding!~

She says, stretching her arms behind her back.

Simon:... a-about that... umm... are we gonna talk about how you made me... Y'know...?

Midnight: Hm? Oh! Don't worry about it, I'm infertile.

Simon was relieved to hear that, but couldn't help but notice a saddened undertone to her voice.

Midnight: But hey now, remember you're not just getting yourself to pass!~

Simon: Hm?

He looks up and saw a familiar hungry look in her eyes.

Midnight: you're gonna have to lay into me a few more times if you want your friends to pass too!~

Simon(thinking): well, this is gonna be a long night.