Level Upper: A Certain Kuroko's Sempai

Unending BE - episode 1235662

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There was a hint of panic on Kuroko’s face as she saw the infamous Queen of Tokiwadai putting one hand into her bag. The twin-tailed girl knew that she was in a bad situation. There was no way she would win in any sort of prolonged fight against someone on her Onee-sama’s level. She made a motion towards one of her darts, hoping to break the remote that the other girl…

Click

Kuroko’s train of thought instantly halted at the sound of a button being pushed by Misaki. In fact, all conscious thought just stopped straight up as the Level 5 Espers power hijacked the girl’s mind. Misaki smirked like the proverbial cat that stole the canary. Then she tilted her head a little and stuck out her tongue in a ridiculously cute pose.

In the past, the Queen of Tokiwadai had been told, no that wasn’t right she had read that in someone’s mind now that she thought about it, that her power was basically cheating. She had to say there was some truth to that. In a way, the blonde was more of a force of nature than a normal human being. Where she walked, social rules and hierarchies were meaningless, because she could change everything about people's thoughts with a literal push of a button. Her power “Mental Out” was one of the scariest Esper abilities that one could imagine. It was actually rather fortunate that for all of her tendency to use it for silly things, she had no intention to abuse it for something evil.

Now naughty things on the other hand.

The buxom blonde stepped forward with a sway to her hips that made her entire body move in an almost hypnotic manner. Not that such was needed when it came to her. She removed the long white glove from her right hand and then cupped the other girl’s chin delicately. Then the mind controller lifted the other girl’s head a little to get a better look at her face. Misaki’s fingers then proceed to trace along Kuroko’s face in an almost loving manner. Slowly and carefully she let her fingers dance across Kuroko’s cheeks and follow her nose before coming to rest with a finger lightly pushing against the girl's lips.

It was only now that she was this close that Misaki really noticed the size difference. It wasn’t much, but Kuroko was a little smaller than her. “Kukuku… really, to think Misaka-chan had such an adorable and naughty admirer. How could I overlook you until now whenever I was bickering with her?”

Misaki’s normal modus operandi when hitting someone with her power was rather simple. Most of the time she would straight up take control of the target’s body. She was good enough to basically control around a dozen bodies at once without leaving anything of the original mind awake. They were basically her but remote controlled by the main consciousness. Sadly, the bigger the crowd, the more she had to simplify her orders if she wanted to personally control all of them. Alternatively, she would input commands that the target would be forced to fulfill, whether while aware, unaware or rationalizing any orders away as normal.

None of these really fell into what she wanted right now. The blonde didn’t need a doll to play with, nor a pre-programmed robot to fulfill some task. While some would say that she was only doing it for her amusement, Misaki did also genuinely want to help Kuroko in her goal.

And if the twin-tailed girl succeed and managed to turn Misaka Mikoto’s interest away from a certain spiky haired boy in the process, well all the better for her. Win Win for everyone, right?

Wait, this thought was giving her an idea on how to do this. “Hmmm…. yes that should work.” Without another word, the Queen of Tokiwadai took the remote control she had used earlier and pushed another button. A jolt went through Kuroko’s body just as Misaki grasped the smaller girl’s chin for easier access to her mind. Skin contact wasn’t necessary for most things, but made any complicated mental alterations much easier.

“Alright, let’s see… a little change to her memories, no... just to the context. This will make her think all the fights between Misaka and me were just friendly bickering for both of us. Then I can have her feel the same admiration for me that she has for her Onee-sama. From that I can build something. Yes, that should work as a base...” She paused for a moment in her thoughts. “Better make it so that this fake personality will fade into the background without regular reinforcement. It would be a pain if it started to integrate it into the real her too. Fixing that would be annoying.”

A moment later the girl who had been standing there like a zombie until now blinked and looked at Misaki in surprise. Then, as if waiting for some inaudible command, Misaki’s trademark stars appeared in Kuroko’s eyes and glittered like diamonds of purest gold.

“Now then,” Misaki said while removing her hand from Kuroko’s chin even as the girl’s eyes widened in realization of their closeness. “You have come to me to learn the secret and arcane mysteries of erotic photography, haven’t you? Tut tut tut, how naughty of you.” Misaki said in mock admonishment. Then she held one hand in front of her face as a light giggle escaped her mouth.

Kuroko meanwhile did her best impression of a well cooked lobster. Her face was certainly the right colour already.

“But since it is for the sake of my cute Kohai, I will of course help.” Misaki said, only the slightest tone of teasing still in her voice.

Kuroko’s mouth opened in surprise. She looked at the Level 5 with a gaze that was entirely different from a few minutes ago. Where there had been fear and animosity, there was now embarrassment at being caught doing something naughty by someone whom you respect a lot. Mixed into that was hope at the idol in question not being angry but even supportive.

Shirai Kuroko gazed with uncertainty at the Queen of Tokiwadai before concluding that maybe she should simply get on with things in hopes that the embarrassment would stop.

The brunette curtsied nervously while keeping her eyes on the blonde in front of her.

“Thank you Misaki Sempai, I will be in your care.”

The girl in question smirked.

*Scene Break*

Erotic Photography: Level 33
EXP 12/165 To Next Level Up


Misaki looked at the Level Upper with curiosity. She had clipped it to a digital camera, so she and Kuroko could easily switch it between each other. Kuroko had started at Level 3 and gone up to Level 14. So 11 Level Ups. Assuming this translated directly, that meant Misaki had been Level 22 at the start? Or did it not work like that? At Higher Levels it took more Exp to reach the next level, so maybe she had started higher?

Or maybe it worked on entirely different calculation methods? It depended on how much of the levelling system was actually genuine and how much was just a forefront for some hidden processes.

“A.. are you sure we should just try this so openly. You know, training my..” Kuroko paused and made a slight coughing noise as she thought on how to phrase this best without openly stating what they were going to do. “special photography Misaki Sempai?” There was a short pause as Kuroko bit on her lips. “What if we meet someone that knows us?”

Misaki halted, turning back and putting away the camera with the Level Upper she had been holding. Then she tilted her head as if thinking about the other girl’s question. Kuroko barely managed to stop herself from straight up walking into the Level 5’s chest, though that also ended up with her rather close to the blonde girl’s rather impressive bust. Her eyes drifted downwards for a moment and she couldn’t help but compare her own chest with these two. She wasn’t even that small for her age, but these... they were just unfair. It was like when a temporary ally joins your party in a role-playing game and they were ridiculously high levelled and could beat the final boss if they just stuck around long enough. It made her feel all sorts of inadequate!

While Kuroko was having such thoughts, the buxom beauty in front of her giggled and then extended one hand towards the Teleporter. To her embarrassment, Kuroko found a finger pushing at her nose in an adorably chiding manner.

“But of course my young Padawan. This is the best method that I know for your training in the secret arts of erotic photography. “ Kuroko looked around and sighed in relief since no one seemed close enough to have heard Misaki talking. The girl with the twintails gave the Level 5 a pleading look. “Oh, don’t try to give me the puppy dog eyes. I know what is going on in your head my cute little Kohai. You would do nothing more than to go to the school garden and immediately start testing this new trick on your Onee-sama if not for your fear of it horribly backfiring.”

Kuroko blushed and started pushing her index fingers together in a show of uncharacteristic shyness. She wasn’t used to having someone so openly poke at her unladylike desires. Yes, she had occasionally lost control of her thoughts when around her Onee-sama, but that was always in the heat of the moment! Except that time when she ordered a bottle of aphrodisiac sunscreen. Or that time she started to massage Misaka’s breasts in an attempt to prove their loveliness to another girl while they were visiting a restaurant. Or that one time…

Okay maybe she had a distinct lack of self control around Misaka Mikoto. And maybe she tended to make ridiculous plans to gain the love of her crush. But wasn’t that part of being in love?

“Of course going into School Garden to train would be rather problematic.” Misaki sighed at that and Kuroko felt a hint of panic rise at the thought of the buxom blonde actually considering such. School Garden, it was a special area in the 7th District of Academy City governed by 5 prestigious all-girls schools. Not only was it a place for high class ladies like the two of them, but it was also an absolute no-man’s land. Even male members of the law enforcement weren’t permitted there normally. Of course it had high class technological safety measures even by the great standards of the city. There were cameras everywhere and items of every sort were inspected when one wanted to go inside or outside. If they found the Level Upper, well it wouldn’t be easy for anyone to steal it with Misaki around, but it would still be a pain for the Level 5 in the long run.

Misaki sighed again at the lost opportunity. “It really is a shame, I even know a lot of girls there who would be quite happy to help us out with this.” And with know she totally meant people whom she had brainwashed to one degree or another to go along with any scheme she felt like pulling off. Well, she would simply have to get some other ‘volunteers’ then.

Misaki giggled at that and then bent a little forward with golden curls of hair framing her face. A seductive smirk appeared on Misaki’s face and she stepped close enough to Kuroko to whisper into her left ear.

“Though don’t forget the price that awaits you at the end of the journey. If you work really hard, maybe we could see if we cannot catch a few stealth pictures of your cute Onee-sama later★” Misaki’s voice dripped with glee as she said these words and Kuroko felt heat once again fill her, but not just in embarrassment.

Kuroko blushed at the thought, a fantasy of catching Misaka Mikoto while she was undressing popped into her mind and her face gained a dreamy expression.

The blonde girl meanwhile took out a particular remote from her bag. Now some of you may wonder why she used these all the time? Honestly, there was nothing special about the remotes themselves. They were utterly normal objects and she could have picked up a random one from an electronics shop and still be able to use it just fine. It was a simple mental trick. Misaki’s power gave her too much freedom, so she used the remotes to categorize it in various ‘techniques’ so to say. She could use her powers without them, but it was much more difficult and her range was horrible without them.

“Category 278 / You are actually a model wanting to make some new pictures. / Category 113 / We are your photographers.”

Scene Break

”Incredible!” Kuroko thought as she looked in front of herself. There was more than a dozen girls standing in front of a fountain. All of them were looking at the brunette in the manner that one would look at a boss. A mix of respect and slight nervousness over what was going to come. Some of them were trying to pose, a few had already started to show off their skin, removing a jacket or showing some leg. There was lots of variation, from well built athletic girls to bookish girls with braids.

She looked down at the camera in her hands, the Level Upper hanging from it and showing her Level still being at 14. To use this on total strangers in public was embarrassing in a way she had never thought… but….

“Alright my student, now let me guide you on the path of erotic photography!” Misaki’s voice spoke from directly behind Kuroko. She was standing less than a step behind Kuroko, her body almost pressing against the brunette. The Teleporter was acutely aware of that closeness and of the what was pressing into her back. This wasn’t something she was used to! Normally it was her who did this sort of stuff to her Onee-sama...

“Now now, no getting distracted. We gotta get to work.”

A cold shiver ran down Kuroko’s back as she felt Misaki nibbling a little at her ear.

“Y.. yeah right!” The brunette felt the heat go to her head again even as she tried to distract herself with what she needed to do.

“Okay, let’s start with something simple.” Misaki moved her hands close to Kuroko’s own and directed the camera towards two girls in the middle. Wait, were these twins?

“Alright, something that is important to remember is that erotic photography isn’t all about naked skin and pantyshots.” Suddenly Misaki’s voice had taken on an almost lecturing tone and Kuroko found herself unconsciously nodding along, almost like when she was listening to a teacher. “Think about it, a lot can be done with imagination and that is where you come in. As the photographer you have to direct them, but just making these girls strip would be much too cheap.” The mind controller giggled and then pointed at the two purple haired girls with flower pins in their hair.

The two were quite clearly twins, with little in the way of distinguishing features between them. Both girls bowed as Misaki pointed at them and then started moving closer to each other. At the mind controller’s inaudible command they embraced slowly and almost lovingly. Their hands entwined with each other, their breath became a little shorter as they looked at each other.



Kuroko was utterly enthralled with the event happening in front of her. This left Misaki with a great excuse to slap the smaller girl’s butt. The teleporter eeped in the manner that only young girls could.

“Again you get distracted, cannot let that happen.” Kuroko blushed and quickly focused on her goal. Making pictures should be easy, right? She snapped a picture with that thought, trying her best to ignore the buxom blonde who was breathing into her ear in amusement.

Erotic Photography: Exp Gain: 17
Current Level 14, Exp 28/41 To Next Level Up"


The brunette didn’t notice the unusually high amount of experience she had gained with this one picture, but Misaki certainly did. This was interesting, now to test what had been the reason for this.

When Kuroko had made pictures of herself, she had almost danced like a professional ballerina. But this time it was different. These girls didn’t dance, they moved more like actors or maybe marionettes under Misaki’s command. Every few pictures they would enact a new scenario.

A redhead with a short skirt bent over just enough so that Kuroko almost got a look at what was below. A younger girl would lie with her back on the ground while another more developed one would be on top of her, body pressing at each other in a heated but not quite indecent manner. One girl even went and bought some ice cream which she ate in a manner that Kuroko had thought only happened in anime.

And all the time Misaki was there, whispering into her ears on what she needed to work on. She seemed to never be quite satisfied with her work. And as if that weren’t enough, Kuroko found herself the victim of the blonde’s wandering hands. Slowly tracing along her own neckline, one hand caressing her legs. Sometimes she would even have her tongue out and lick one of the brunette’s ears.

But even though she was being molested, her ability did improve.

Where at first she followed Misaki’s direction and let the models do as they wanted, she soon found herself giving orders. A stray thought led to a girl sitting and slowly crossing her legs to almost give a hint of what was hidden under her skirt while showing off her legs.

“Show a bit more emotion, yes exactly like that. Now bend your head to the side a little and have your eyes half closed. You are beautiful.” The stars in Kuroko’s eyes were now shining with a new light. Passion was flowing from her and into these that were posing for her. With every new level, things went more smoothly. Her words seemed to be almost overflowing with a sort of confidence and authority that wasn’t there before. The various girls soon moved faster to her words and any hesitation that may have remained after Misaki’s mental manipulations was swiftly overwhelmed by Kuroko’s ever growing ability.

Scene Break

It was a good while later that Kuroko was slowly running out of steam, no longer from lack of development, but simply because she was getting hungry. The brunette squirmed a little as Misaki’s hand groped at her butt. “I.. is this really necessary?” The girl with the twintails asked the blonde after once again being molested. Her face was red and she was still shuddering a little from the touch as Misaki looked at the Level Upper hanging on the camera.

Erotic Photography: Exp Gain: 27
Current Level 48, Exp 102/250 To Next Level Up"


The mind controller smiled at the extreme growth she was seeing and the stars in her eyes glittered in tune to her words.

“But of course, how else will you learn how to work under pressure?” Then she paused for a moment, noticing how famished Kuroko seemed. She had been doing this for quite a long time. And Misaki could understand being tired from physical work more than almost anyone. She was absolutely horrible at anything athletics related. Even a short jog would leave her panting and she even once almost had her food stolen from her by park pigeons if it weren’t for the intervention of a certain spiky haired boy.

So in her graciousness, Misaki relented in her ‘training’ and let Kuroko sit down at the fountain with the promise of something to eat.

“I am also in the mood for something… maybe cake would be good?”

As Misaki was thinking about this while one of the girls went out to buy something to eat for the two of them, Kuroko sat there in thought. Only now did she really have time to look down at the Level Upper and see just how much she had grown. While she didn’t know it, she was at the very border to what was humanly possible. There were only 2 photographers in the world with comparable skills and none of them were as specialized as her.

Even without knowing the true limits of her current abilities, she could still see just how good she was now. As she checked out some of the more recent pictures, she could feel heat fill her cheeks in a manner that was even more intense than what Misaki had produced in her.

At the thought of the Level 5 she looked up to see buxom blonde standing there, obviously in thought on what they should do next. Then Kuroko felt a strange desire to hold her camera up. She didn’t know why or how, but the same instincts that had pushed her forward when she had met Agnese Sanctis now told her to hold her camera ready.

A gust of wind appeared out of seemingly nowhere and the blonde maiden’s skirt was blown up just enough to show what was beneath.



Click

One press of a button and a short flash of light later and Misaki turned around in surprise. There was obvious confusion on her face and she seemed about ready to use her remote, but then Kuroko spoke. “Beautiful!” The buxom blonde paused and looked at the teleporter in a manner not unlike the proverbial deer in headlights. “Sempai…” Kuroko’s voice was filled with a emotion that she herself couldn’t quite pinpoint. “show me more of your true self.”

  1. *Kuroko shows Misaki just how much she has learned from her and Misaki cannot help but enjoy every second of it.
  2. Unfortunately, when Misaki falls to the power of erotic photography, all the girls she brainwashed wake up and are very angry at both of them.
  3. Meanwhile Index has eaten everything that is vaguely edible in the branch building. As a little thank you, she decides to throw out the trash.
  4. Uiharu is slowly becoming the school idol in every sense of the word and making a couple people question their sexuality.
  5. Saten is trying to understand what this new power of hers can do.
  6. Something else
Go back - Go to the parent episode.


HC

Tue Mar 14 19:23:02 2017

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