***

    “Ah! Ah Fuck! Ah Fuck!” John’s face contorted in a pained expression as his penis jerked in his hands. Gob after gob of pre-cum dripped from the purple sphere atop his length. He moaned out a few words when he could be coherent, sweat dripping from every surface as he worked towards his third orgasm since class. He managed to force his eyes open, watching his hands fly up and down his length. It was larger than since he got home even, from the previous two orgasms, and sitting, legs splayed on his bed, back against the wall. “Oh, fuck me, it’s so big…” In the car, earlier, his member had reached a length of a foot. Now, unless his eyes deceived him, it was more than eighteen inches long, and his balls were immense, barely crammed into his boxer shorts, his penis was simply too large to even squeeze in with them.

    After his last orgasm, which gripped him on the couch when he looked too intently at a woman on the television, his balls were so large that he didn’t even bother to try to extricate from his undergarments. They had been residing in his pants when he came both times previously, and they had grown larger, and now they seemed impossibly heavy. Despite expelling his seed for five times previously that day, they felt over-full even now, and that wasn’t the only part of his body. In the last few hours, his body seemed heavier and more sensual, his chest mystifyingly large, and his stomach swollen like a woman at the end of her second trimester of pregnancy. His midriff seemed swollen with fluid, and his chest as well, which he was afraid to admit might as well have been breasts.

    Stranger yet, he felt his mouth watering when aroused, and found a wet stain in his boxers after his last orgasm, but it was under his anus. The fluid in his mouth, however, was not saliva. It was just as thick, but salty and hot, not dripping from the roof and bas of his mouth, but seeming to bubble up from the back of his throat. As John felt another orgasm near, he was determined to watch this time. His left hand continued to massage up and down the foot-and-a-half length, but his right hand reached up, grabbing hold of and kneading his tennis ball-sized glans, the pre-cum slicking his palm and making it slide around wildly as he tried to keep it atop the jerking orb. As he pictured in his mind that cock hanging from Meghan’s body, and Jenny’s too, both pumping into his ass as he screamed, he felt his heavy balls jerk up, his insides pulsing as his ass tensed rhythmically, pleasure running through his rear as well.

    “Oh shit! It’s faster! It’s…more!” John screamed as his head lolled to the side as he came. His dick shot up perfectly straight as he felt the hot fluid run straight up through it. A great fountain of cum came forth, splashing John in his cheek and neck as he reveled in his self-pleasure. His eyes widened as he saw, through the deluge of white, his body grow. His penis bulged larger as the muscles pulsed, visibly lengthening and growing fatter, thicker, the feeling of change lost in the mind-numbing lust. He watched as more of the base became obscured as his round belly protruded further out by a few inches, the skin around his sides growing tighter and tighter. He thought it was going to scar, until he felt with a cool sensation, the skin slacken again, as more grew from his back, stretching along to the front. He whimpered, watching as his chest grew, nipples lengthening half an inch, his now D-cup breasts jiggling on his chest, eerily matching his high-pitched panting. Fat seemed to well up in them, as he could feel them slowly, so wonderfully growing heavier and more sensitive.

    “Wh-what?” Drops of white liquid formed the tips of his inch-long, dark-red teats. The drops hung there, two bright signs that something was all too wrong with him, glistening on his hard, cold nipples. He shivered as a small bloom of hot wetness spread in his boxers beneath him, and then winced as his scrotum felt tight, far too tight. “Oh! Oh FUCK!” he grunted in pain as a loud ripping sound caught his attention. His boxers groaned, and looking down he saw his testes shuddering, growing larger, as the last of his orgasm died down, he saw them swell, pressing tighter and tighter inside the tin cotton of his underwear. Finally, with an almighty rip, the plaid underwear split asunder, cantaloupe-sized sphere of flesh bursting forth, dragging his dangling, bald scrotum out onto his bed spread. Panting, he could feel warm liquid pour down the back of his sensitive sack, dripping onto the dark sheets.

    Slowly leaning forward, he scooped some of the white essence up on his fingers, bringing it to his mouth. Placing it on his tongue, he shuddered. It was semen. Feeling under the immense weights of his balls, up the back of his sack, towards his ass, he found the flow had indeed come from there, and wasn’t just a splash form his gargantuan organ. “Holy hell…” John breathed. Looking down, he again noticed the drops still clinging to his engorged nips. Swallowing, he brought a finger to his left breast, and brought the small droplet to his tongue. Again, he was horrified to find that it was seminal fluid. He brought his hands to his head, and rubbing his temples, mused, “What on earth is happening to me?”

***

    Although he had once again masturbated during the night, John was determined to stop this nonsense. He stomped into school half an hour earlier than normal, intent on seeing the principle. He would excuse himself form his duties, and check himself right into a hospital. This task was more complicated than it might seem, however. His towering prick, now an exact 25 inches long, was insistently aroused, and he had to belt it to his chest, under his shirt to hide it. The shaft of his mighty member had swelled so thick that it was actually wider than the glans, the massive pole six inches in diameter. His heavy breasts, now double-D cups, were far too large to pretend to be large pectorals, and his belly was the picture of a progressing mother. Most difficult, his melon-like nuts were so heavy and large that one was crammed down the top of each pant leg. So, wrapping himself in his large over-coat, and carrying a heavy bag over his shoulder and in front of him, he proceeded down the quiet hall to Dr. Pleasance’s office.

    John knocked, and then hearing a muffled “come in!”, swung open the door to the principal’s office, entering amid the faint scent of lilacs, the flower of choice for this week. John saw Norma Pleasance, the good doctor, sitting at her desk with her phone receiver between her ear and shoulder, tying on her laptop with one hand, the other adjusting the vase that sat at the front corner of her desk. She quickly glanced at John and then away, saying “I’ll be with you in a minute John, hang on.” She continued staring off into space, listening to whoever was on the phone, silently mouthing words as she listened. “Great,” she said finally, “great, I’ll call you. Bye. Yeah, bye.” She hung of the phone on the cradle, and then turned to John. “Alright John, what can I do for you? How are you”

    He smiled briefly and stepped forward, away from the door, closing it behind him. “Alright ma’am, I’m still alive, at least.” The woman smirked. “Gee, don’t sound too cheerful. What’s…” She paused, looking him up and down. “John are you okay? You look… flushed,” she said, furrowing her brow. John glanced away, shifting. “Yeah, that’s… why I came to talk to you.” He recalled looking in the mirror this morning. His face was changed as well, his skin awash with a more soft color. His face was softer, and his lips were full and pouting. He still looked like a male, but certainly a very pretty, smooth-faced male, as he found there was no need to shave.  “That’s what I came to talk to you about, I’m very ill, and I need to take a leave of absence.”

    Dr. Pleasance raised her eyebrows. “A leave of absence? Not just a few days off?” John nodded, glancing at her face briefly, acutely aware of his appearance. “Yeah. I don’t think this is something I can shake off in a week, Norma. I need professional help. It’s…” he sighed, rubbing his face with one hand, “it’s bad, okay.” The principal through her hands up. “John, I can’t have you leave that long, that soon, without any notice, what so ever! I can tell you’re…” she scrutinized him, trying to see his face, “not well, but I don’t exactly have a back-up John Polson ready to go.” She stood up and started to walk around her desk. “What exactly is wrong? I can’t…” John put out his free hand, the other holding his bag in front of him, trying to hide his body. “Norma, stop, I’m contagious, I already got some people sick, stop.” The woman stopped, throwing up her hands. “Okay, okay! What ever you say, you are the medical rep.”

    John sighed, muttering, “that was five years ago already…” Glancing at her, John could help reminding himself that his boss was a very attractive woman. More shapely than the girls in his class, a real woman, he mused, her hips and thighs had a real shape to them, and her large breasts were never too far hidden by her suit jackets. He felt a small ripple run up his two-foot-plus penis, still strapped against his body, and shook his head, dislodging the image of her naked from it. The principal had sat down again. “Look John, I’ll make some calls and get a sub for the rest of the week, just serve out this class.” John was about to object, but it would be impossible for him to justify taking this day off without having given any notice. Dr. Pleasance continued. “At the staff meeting after school today we’ll ask and see if someone can cover for you after that, and I’ll look around for a more permanent replacement.”

    She stopped, pausing to try to catch John’s eye. “John, you will be back, right?” John saw the look of concern in her eye, and briefly considered telling her what was going on, but quickly retracted back to his stance of secrecy. “Yes,” he said, “I’ll be back. But I don’t know when.” Norma sighed. “Alright,” she said, shaking her head, adjusting her vase again, “meet me at the meeting as usual and we’ll talk to the other teachers.” John nodded, turning to leave. “Oh!” Norma announced, “Mrs. Whitman the custodian wants to speak to you. I sent her to your class room.” John paused. “Thanks Norma,” he said, opening the door, “I’ll see you after class.” John had no intention of staying that long, but he decided not to tell her. Closing the door, he headed off to his room. “Mrs. Whitman?”

***

    As soon as John opened the door, he immediately found his answer. He wasn’t sure of her name, but he certainly recognized the woman sitting on his desk, as he saw her often emptying the trash cans around the halls after class. Mrs. Whitman had a kind face, which was more often than not twisted into a wry smile, as she was not without wit despite her physical occupation. Her dark, dark skin was wrinkled with middle age, and John would wager she was around fifty years old. She was wearing the blue dress and white apron that he always saw her in, although her hands were devoid of the work gloves she usually work. He supposed that this was because she had yet to do much work today. Smiling, was about to talk when she interjected. “Mr. Polson I’m glad I found you, I’ve been wanting to talk to you for a day or two.”

    John stopped and smiled. “Ah, sure,” he said, turning to close the door behind him. “Nothing bad I hope?” John laughed lightly, approaching her, and extended his hand. She smiled and shook his hand. “Call me John,” the man said, “and you are Mrs. Whitman?” The woman smiled, briefly popping here eyebrows. “Clarice, please, John,” she replied. John smiled back, “Right. So,” He bent down, placing his bag on the floor and turning away, appearing busy, erasing the board. “What can I help you with? Norma said you needed me?” Behind him, Clarice smiled, undoing the ties of her apron and dress. “Why yes professor Polson, you can help me with this.”  John turned, about to ask what she was referring to, to see the woman dropping the apron to the floor, and begin sliding the dress down her body, revealing no bra beneath.

    John’s breath caught in his throat as he watched, dumbstruck, as the woman slid her dark blue dress down over her bosom, her great, matronly breasts topped with hard, black nipples swinging heavily. He watched as she slid the dress down over the small rolls of fat on her stomach, and reaching her waist, let it rest for a moment. Looking into John’s face and seeing his frozen expression, Mrs. Whitman smiled, and sliding the dress over her immense rear end, let the clothing fall to her ankles. John sucked in a huge breath. Clarice shifted her weight to one leg, popping her hips open. “Not bad, eh?” She grinned. Between the woman’s legs was a long dark penis, ten inches long semi-erect, the thick meat sprouting from her thick bush of black pubic hair. The big reddish head was peeking out of the foreskin, a single wide vein pulsing down the top of its length. Behind it was a heavy sagging nut sack, two chicken egg-sized testicles resting inside it‘s hairy mass.

    John shivered. “H-how… did you get that?” Clarice popped an eyebrow. “Dunno,:” she said, reaching forward to place a finger on John’s shirt, advancing as he stepped back. “Someone,” she said, emphasized by a poke, “must have put something dangerous in the trash, that someone else must have touched, making that someone hung like a horse, and,” she said, drawing in close, pressing her double-F cup breasts against John, “making that someone want, or even need, more of it.” John swallowed. “Ms-Mrs. Whitman it was an accident, I was, I mean it just happened, I couldn’t stop it…” he stammered as Clarice slid her left hand down to John’s crotch, groping around his massive testes. “Good God,” she breathed, giving one a hard squeeze. John moaned, his penis pressing out against his coat visibly.

    Clarice’s eyes widened. “Sweet Lord above!” she said, right hand flying to her heart, “it’s a monster!” Smiling, she undid the buttons holding John’s coat closed. “Please…” he gasped, wanted to tell her no, but wanting so much more to let it out. As the last big button slipped out, John’s mighty prick flew out, slapping onto the dark woman’s breasts with a loud slap. Clarice stared at the huge log of meat resting on her breasts, slowly pushing further to the side, her right nipple pressing hard into the pulsing, veined underside. “John, it’s magnificent,” she said, running her hands up and down the length, making John hum contently, a slight drip of pre clinging to the apple-sized head as his coat slid off his shoulders to the floor. John started as he felt something pressing into his pants from below. Looking down, he saw that Clarice’s own swollen member was pressing into his crotch, it’s foot-long mass throbbing gently. Clarice giggled. “I think it likes you.”

    The interruption breaking the awkward silence, Clarice manager to pry her hands off the two-foot-plus log of meat pressed against her, and slipped to the size, allowing it to point out at a slight angle into the air, bobbing up and down to John’s pulse. “I want this in me,” she breathed, grabbing John’s shirt, “now get this off and kiss me with those pretty lips.” Clarice leaned up into John’s face, pressing her lips against his, and receiving a passionate kiss in return, his eyes closed in enjoyment. Clarice’s hands grasped John’s oxford shirt and yanked violently, the buttons snapping off as it split open. John’s big breasts tumbled out, making Clarice hum lustfully. “I always love a great pair of tits,” she said, pressing her own bosom into John’s his double-D cups dwarfed, gasping as he felt his hard, long nipples dance against the woman’s own. She rubbed her hands on John’s round stomach, giggling, “nice big belly. You look like you’re preggers, sweet heart.”  They stood like this for a minute, their aroused breasts mashing against each other as they kissed, Clarice rubbing a hand on John’s massive member, drips of fluid starting to accumulate on John’s nips.

    Clarice broke their kiss abruptly. “I can’t take it anymore,” she said breathily, “I want that in me.” She sat back on John’s desk, spreading her meaty thighs, her heavy ball sack sagging to the wood surface. “Fuck me John, fuck me hard.” John shivered. He stepped forward. “I’ll try,” he said, compulsively masturbating as he admired her body before him. Clarice smiled, lifting her scrotum up and to the side with one hand, the other massaging her breast. “Lets see if we can’t get that monster in a fitting cave,” she said. John’s hard cock throbbed as he saw Clarice’s dripping vagina, her fat lips opened like a glorious flower to him. John stepped forward, the violet head of his organ inches away from Clarice’s pussy, drops of semen now falling from the tip, clinging to his inch-and-a-half long nipples.

    “Put it in me John,” Clarice breathed, “I want it so bad.” Her own member bobbed straight up from her crotch, jerking ever so slightly. John nodded, and drawing in a breath, pressed the huge prick to the woman’s opening. “Oh sweet Lord!” she screamed, as John began to press in, “it’s so big!” John winced, the tight passage making is member scream with pleasure, but it was also so tight. He pressed onward in tiny stroked, easing the whole head into Mrs. Whitman, one centimeter at a time. He closed his eyes in ecstasy as the muscles of Clarice‘s cunny rippled, pulling and massaging the oh-so-sensitive tip of his huge cock. He moaned louder and louder as he began to rock his hips, drips of semen starting to fall from his anus. “Jesus Christ!” she yelled, as he neared the shaft, where his dick began to thicken from a large apple to the width of a small melon. “It’s too big!” she cried, pushing against John’s turgid belly. “It’s just too fat! Take it out!”

    John reluctantly began to ease out of the hot, wet tunnel, stifling a moan as the warm flesh sucked at his engorged organ. He whimpered as he was finally out, cum dribbling from the wide slit of his urethra. “Sorry sweetheart,” Clarice panted, sitting up, “but you’re just… to big! It’s so big and hot, but I’m just a regular gal.” She reached forward, gently stroking the rock-hard shaft. “I’m so sorry John, it must be painful.” John nodded, his eyes fixed shut as he yearned so badly to continue fucking this wonderful woman. Clarice smiled wryly. “I think I can help you feel real good though, baby.” She stood up, walking to John’s side. “Hmm?” John watched her proceed to his back, confused. A second later, he felt a strong pressure against his ass cheeks, just above his ass hole, and his pants slid down past his ass cheeks.

    John’s breath caught in his throat. “Let me return the favor,” Clarice said quietly, reaching her arms around to massage John’s breasts. “Just lean forward and let me do all the work.” Oh, god, she’s gonna fuck my ass, John thought, oh yes.  “Gluh!” John grunted suddenly, a spurt of cum filling his mouth from the back of his throat. He moaned, swallowing the gulp of heavy liquid, shuddering as Clarice’s thick length slid into his ass, slowly but steadily. John closed his eyes, sighing in pleasure as more and more cock slid into him, and was delighted to encounter no pain, only pleasure, his anus surprisingly loose and slick. “Ooh,” Clarice cooed, “you’re so slick… and so soft…” She moaned as she slid into John, six inches already inside his hot innards.

    Sliding out a little bit to prepare to stroke, Clarice saw the white slickness of John’s cum sliding down her prick. “John, you minx, you lubed up for me, didn’t you!” John sighed contently, not responding. Clarice grasped John’s hips, and wiggled her rear. “Get ready for a good, hard fuckin’ sweet heart.” Then she began to buck her hips, forcing in two more inches at a time, John’s butt swallowing more and more of her 12-inch black dick, her hairy balls slapping against top of John’s pants, hovering just below his ass. “Oh! Oh fuck! Fuck me!” John moaned out as he bucked his hips back into Clarice’s waist. “Fuck me so good!” He was startled at first by the highness of his voice, but let it go as, with each thrust into his slippery ass, more of his mind slid into a state of mindless pleasure.

    Clarice leaned forward, pressing her huge breasts against John’s back. “Oh Lord! This feels so good! You’re so hot! I love having a dick!” She laughed, her head lolling back as John could feel the little spurts of pre-cum inside his colon, mingling with the flow of his own, strange semen inside him. Each thrust seemed more and more wonderful, and his tongue hung loosely from his mouth, small drops of cum falling from it to his desk, joining the drops from his wobbling tits. Clarice’s prick swelled harder and bigger, pressing tighter against John’s innards as she came closer and closer to orgasm. “You’re so good!” she moaned, “I’m gonna cum so soon!” John moaned in answer, his hands clawing at the surface of his desk, beyond verbal communication.

    John’s massive penis thumped softly against the underside of his desk as it rose higher as his own thundering orgasm approached, his balls beginning to pulse as he felt them pull up higher in his pants. The drops of semen falling from his spherical glans increased to a thin, continuous flow, falling audibly down to the floor. “Me…too!” John manager to eek out, his eyes rolling in his head as his colon tightened around, impossibly tight, against Clarice’s penis. She nude woman gasped, the pleasure rolling up her member rocketing up, forcing her to hunch her back, her balls drawing up two the base of her cock. “I’m gonna cum!” she screamed, her hips pistoning into John  with wild abandon. Heavy jets of semen began to fill the man’s rear, the hot fluid swelling him up feeling so good, he soon felt his own orgasm firing off.

    John’s huge prick bobbed up and down wildly as he ground his hips back into Clarice, he balls swelling in his trousers. His prick surged larger as he screamed in pleasure, jets of hot cream splattering loudly against the back of the desk, sounding like a hose spattering against wooden siding. “Oh Jesus!” John winced as his balls swelled up, his pants tightening painfully around them, locking him inside his clothes. His penis grew longer by three and a half inches, and fatter, the head burgeoning with blood, the size of an orange, fully four and a half inches across, the shaft engorging even larger to the width of seven. Veins as thick as fingers crossed it’s throbbing girth. Slowly falling from the lofty heights of his orgasm, John slumped to the floor, his semen-spurting length flopping into the crate beneath the desk.

    Clarice slowly slid out of John, a sound squelching sound accompanying as her softening member escaped from John’s soggy rear end. “Oh, Lord, what a fuck.” She smiled, seeing John leaning against her, sliding to the floor, an expression of giddy pleasure on his face. “That was so wonderful,” he whispered. Clarice giggled, bouncing slightly, setting her mountainous bosom to jiggle. Kneeling down before John, she gingerly lifted the end of his dripping penis from the plastic recycling crate under his desk. “Wha- what’s the doing there?” John asked, confused. “Did you put that there?” Clarice laughed, nodding. She gave the crate a nudge, making the thick contents slosh about audibly. “We want to hang on to as much of this stuff as possible. Me though,” she said, lifting the tingling head of John’s prick to her mouth, “I like to drink from the hose.”

    As John watched, Clarice pressed her lips to the dripping slit of his glans, and began to slurp up the slow flow of semen. A moment later, she began to moan, rubbing her semi-hard, still-slick member. She moaned into John’s penis head, making him groan with the intense sensation, as she too grew larger. Her male organ shot out, rapidly gaining three inches in length, and growing thicker as well. Her body grew tighter, her moderate rolls of stomach fat receding slightly as her arms grew muscular, now displaying the taught, toned muscles of a gymnast. Panting, she let John’s length fall to the floor with a heavy slap. “What a rush!” she said breathily, inspecting her even bigger sex, and flexing her arms proudly. John stared dumbstruck. “Does that,” he whispered, “happen to you every time?” “Hmm?” Clarice responded, distracted by her shapely arms, “oh yes, yes, this is the forth time I’ve had some. How do you think this puppy got so big?” she asked, patting her cock lightly.

    “Where did you…” John tried to ask, but Clarice stood up, shaking a drip of pre-cum from the end of her member. She padded over to her dress, pulling it on over her body, and tied her straps back up. “Sorry John,” she said, picking up her apron, “but I’ve got to get to work. See you at the staff meeting.” She bent under the desk, picking up the plastic crate full of John’s essence, and setting it loudly on the desk. Wrapping a small tarp over it, she threw her apron over her shoulder. “Oh,” she said casually, “class starts soon, you might want to clean yourself up.” With a grin, Clarice turned, and padded out the door, slamming it behind her. John sat there on the cold linoleum for a moment, trying to take in all that had happened, and then yelled, “Oh, fuck!”

     Scrambling to his knees, John jerked open the lower drawer on his desk, pulling out the box of tissues. Quickly pulling out a wadded mass, he mopped up the remaining fluids across the tile, made a bit difficult by his flaccid penis, which did nothing but spread the semen across the floor as he scrambled about. Satisfied, he threw the sopping mass into his waste basket, no longer worried about contaminating Clarice, and pulled his pants up over his ass, groaning as his balls protested at their tight prison. John tried to unzip them, but his pendulous testes had grown so large as to prevent the teeth from unlocking, and he had a vision of the previous night, his pants bursting asunder.

    Shaking his head, he stood up, and picked up his shirt, groaning with dismay as he remembered that Clarice had burst all the buttons off. He doubted it mattered, his melon-sized breasts and overdue-with-child stomach wouldn’t fit into the shirt anyways. His heart skipped a beat as he heard the sound of laughter and footsteps echoing down the hall, and glancing at the clock, saw he had less than a minute. Throwing his shirt under the desk, and pulling on his coat, he began buttoning it up. Trying to brush his tousled mop of hair into a reasonable look, he shakily slipped all the buttons in their slots, covering most of his chest, a bare triangle of skin peeking out at the top. “Oh fuck!” John rapidly un-did the bottom half of his coat, and grabbing his huge, swinging dick, crammed it inside, just barely buttoning up as the door opened, and John’s class began filing in.

    As the first of the girls entered the room, John quickly slid into his desk, throwing his bag to the surface. Opening it, he took out as many books and folders as he could, making a pile, and leaned atop them, trying to hide his swollen body from view. He smiled politely as the young women entered, and nodded at those that caught his gaze, motioning to the desks for them to sit. Five minutes later the last girl was present, and after the bell rang John motioned for them to sit. “I’ve spoken to the principal this morning,” spoke John, almost jumping at the high pitch of his voice, “and this will be my last class with you,” he continued, deepening his voice to what was once his normal level. One of the girls, Portia, raised her hand. “Please Miss Wills, let me finish.” John motioned for her to put her hand down, and slowly she complied. “Right,” John nodded. “Anyway, I have contracted something… rather nasty, and rather than labor under stress, I’m taking a leave of absence.”

    “Are you going to be okay, Mr. Polson?” asked Naomi, a chubby, black-haired girl sitting towards the rear of the room, her arm raised slightly. John paused. “I believe so, Naomi, I don’t believe I am in any danger of dying, at least,” he laughed quietly. John could see Meghan sitting before and to the right of him, as she always did, her brow furrowed in a confused expression. Jenny, to her left, looked positively terrified. “Now, girls, calm down. I’m alright, I just need to seek some medical help. Now, I’d rather not discuss why,” he emphasized, looking pointedly at Meghan and Jenny, “but suffice to say that I don’t know that much myself, either.” Opening the large textbook on his desk, propping it up to hide his breasts as best as possible, he said, “Now lets get to it. We’ve got work to do, and there will be class tomorrow, I promise you.” The class obeyed, amidst quiet murmuring.

***

    “And that will be on the test, so do study tonight!” John told the class three hours later, as the bell was about to ring. The girls were beginning to pack up their stuff, and John was rather relieved that nothing had happened, although he was, once again, erect, his penis so long now that he had tucked the head under his arm to hide it. As John stood up, quickly turning to the front wall of the room, Meghan stood up and began to walk towards him. “Mr. Polson?” she asked. John turned his head, and stopped. “Uh, yes Meghan, can I help you?” Meghan walked towards him. “Mr. Polson,” she said loudly, calling attention to herself. The other girls looked up. “Mr. Polson, I’d like to say something to you, on behalf of the entire class.” The other girls murmured in agreement, sitting down to watch.

    Meghan smiled, stepping in, two feet in front of John, and coaxing him to stand up. Smiling nervously, John stood, crossing his hands over his chest and facing the class, smiling. “Yes Meghan?” he asked, hoping to God he could still skate out of this room undiscovered. Meghan smiled sweetly. Facing the class meant perspective hid his stomach from the girls, but it also meant they couldn’t see Meghan’s front, which was exactly what she wanted. “I just wanted to thank you, form the bottom of my heart,” she said, putting her hands to her chest, “for being our teacher. You have been so good to us, and we will sincerely miss you.” As she talked, she tugged apart the front of her top, which, being lacy and decorative, was hidden to the other girls, seeming to simply pull her hands apart.

    John’s breath caught in his throat as his member pulsed. Meghan’s breasts bounced free, her erect nipples pointing directly at him. This close, he could see they were bigger, and her arms were a lot more muscular, even under her long-sleeved shirt. Her sultry perfume was washing over John, and he could smell her arousal. The scent of her maleness was so strong that he could smell it from two feet away, and looking down, he saw a slight bulge in her skirt. John swallowed. His nipples were raking against his coat as her breathed, making his chest tingle with pleasure as he stood. His glans rubbed against the harsh cloth, tingling wonderfully, drops of semen beginning to fall down his side.

    Meghan leaned in, inches away. She gave him a look of pure lust, her breasts so close John could see the erect tiny hairs on her skin. “So thank you, Mr. Polson, thank you for being our teacher.” She leaned in to hug him tight. Faster than the girls behind her could see, she slipped her had through one of the gaps in John’s coat. She hummed contently, smiling, but John had a look of horror on his face, hidden by Meghan’s mane of long, blonde hair, as the girl found his engorged penis and began stroking it. “Gluh!” John grunted, his slightly open mouth dripping with his bizarre body-filling semen. Meghan leaned back ever so slightly, grinning as she kneaded his hard balls with her other hand.

    John grunted lustfully as he sank into his chair, hoping to his arousal, his penis urgently throbbing, slipping under his arm and into the front of his coat. “Mr. Polson!” yelled Meghan, leaning down in front of John as he hunched over in his chair, “are you okay?!” John grunted, spitting a glob of semen onto the floor. “Bleeze stobb,” he wheezed to her. Meghan grinned and responded in a whisper, “You did this to us, and you will share it with us.” She yipped in false concern, leaning close, hugging his shoulders, while behind the desk her hands were groping at his breasts and penis head, having forced open the top three buttons on his coat. “I think it’s his heart!” she yelled, throwing a hand up, “Someone have a nail file? We need to get his coat off!” Meghan’s fingers twisted John’s dripping nipples, making his body sweat and glow with lust. She knew he would orgasm soon, and there was nothing he could do to stop it. Naomi rushed forward, shaking. “Here!” She shoved a sharp file into Meghan’s hand. “Oh please be okay Mr. Polson! Please be okay!” The girl buried her head in her hands as Meghan grinned.

    Slipping the file between the folds of John’s coat, she severed the strings holding the buttons on. John was moaning with pain, or so he hoped it sounded like, but Meghan stopped him from falling to the floor, and instead pushed him to his ass on the tile. As his coat flew open, his immense penis landed in his hands, and seeing Meghan standing above him, her erect member inside under her skirt, he couldn’t help himself. She was so hot, Meghan, her C-cup breasts bare before him, her panty-less crotch displaying her own throbbing member, big, blond-haired balls. Her musk washed over him, and he felt semen bubbling up His soft hands grasped his huge prick and, white cream dripping from his chest, mouth, and cock-head, he stroked himself off the few seconds necessary to cum.

    “No! No! I’m so sorry!” John yelled as he came, his member repeating the wonderful experience it had granted him so many times. He convulsed on the floor, changing further as he flooded the area under his desk once again. As Meghan watched, eyes wide, John’s titanic member grew impossibly large, now a whole 32-inches of throbbing flesh, almost touching the wood of the front of his desk. His head ballooned, the purple mass growing to the size of a softball as jet after jet of hot cum flew from the tip. John was in heaven. His eyes closed, he moaned in bliss as his body changed, making the feeling of release even greater. His hot rod swelled heavier, drooping under its own weight as, to John’s great pleasure, the shaft bulged out, now nine inches around, tapering to the head.

    John’s face tingled, and although he couldn’t tell, he was becoming fairer, and was now perfectly androgynous. His hair grew, now a mop of soft locks. His lips became even fuller, very feminine and sensual. His eyes seemed larger, and more soft, and his voice was now a far cry from a gruff man, now a soft, light tone. As the torrents of semen began to lessen, John screeched in pain, drawing girls closer, now hovering over him. His scrotum was so swollen now that he felt as though he was being squeezed until he would burst. “He-help!” He moaned, spitting out the semen that was bubbling up from his throat. “Someone please!” John whined as his pants stretched, the threads groaning until some began to snap. Finally, with a resounding tear, John gasped in relief. His pants seemed to explode outwards as they split cleanly down the middle, his testes, free now from their prison, swelled to their full, round shape, two bald, flesh-tone medicine balls tugging on a loose, dangling scrotum.

    John lay flat, panting from the pain. His scrotum was bright red, and even bleeding slightly where the cloth had tied him in so tightly. “Mr. Polson?” Meghan asked softly, trying to conceal her glee at success. Jenny, Naomi, and the other girls were pushing their way in, trying to see what was going on. Those that could gasped and shrieked at the sight, watching as John finished growing. His breasts were now great melons, his finger-like teats branching out two inches, dripping semen slowly onto his stomach. His midriff was now swollen so as to look like he had eaten a small beach ball, and the now pressed-out navel and stretch marks at his hips made him look long over-due with a child.

    “Oh my God,” whispered another girl, this one named Sam, “what happened to him?” “I don’t know,” whispered back Alex, the girl who sat next to her, “if he even… a he, anymore?” John groaned groggily. “Oh ew!” shrieked Naomi, seeing the pool of semen John had released, “look! It’s EVERYwhere!” She jumped back into the wall of girls, all trying to get a closer look. A chorus of ‘wow’s and ‘holy’s echoed about, the girls both filled with worry and disturbed by what had happened to their teacher. “He can’t leave here like this,” said Jenny, reaching down to cradle John’s head, “we need to get him out of here.” More girls spoke up. “We need to get him out of here! He’s disgusting! It’s just…oh my God, ew!” said Marilynn, a willowy brunette, clutching her books to her chest. “We should get his to the doctor, like he said,” chirped Jeri, the short, but athletic red-head.

    John tried to leave himself, to look at himself objectively. The reality of really being there was too scary, and too painful. The sounds of the girls talking above him was mere white noise, as he reflected on his life. He was finished, he thought to himself. Where could he go? What could he do? Part of him didn’t even care anymore. He had forgotten even that he should be furious with Meghan now, it all seemed to ridiculous. All he could do was lie on his back and hope that this was all some sort of horrible nightmare. “No you guys!” insisted Kylie, the tall brunette, famous for her volleyball talent. “We can’t take him to the police, haven’t you seen the movies? They’ll torture him or even kill him!” A raucous of dissenting voices buzzed around over John. Quietly, Mrs. Whitman entered the room. Tapping Meghan’s shoulder, Meghan turned. Clarice whispered something into the girl’s ear, and Meghan nodded, before the older woman disappeared again out the door.

    Meghan cleared her throat and threaded her way forward, standing behind John. “We should take him to the dorms,” she said loudly, breaking up the arguments. “We can keep him there until we have a better idea!” After a minute of quiet muttering, most of the girls had agreed. “We can keep him in the commons room on the second floor,” she added, “we can convince the others to leave him alone; most of us have had a class with him, and he’s a great guy, really…” Meghan tapered off, leaning down to out her hands on John’s shoulders. “And I mean that,” she whispered into his ear, smiling. The girls parted, and five others moved around their teacher to carry him to the dormitory. “Here,” said Jillian, a buxom girl, short but shapely, “these will make you feel better.” John looked at the two white pills in her hands, and, assuming they were just pain killers, took them from her and swallowed. A moment later, he regretted that decision, as sounds became less loud, the light faded, and as he tried to protest he found his limbs less responsive, before falling asleep.

***

    John blinked, fighting the sleep from his eyes. Trying to bring his hands to his face, he paused as he felt them encounter a barrier with a metallic clink. Shaking his head, he looked around him. His arms were restrained to his sized, ropes around his wrists tied in to metal chains, extending off across the room. His right hand was distantly tethered to the thick pipes of a radiator, and his left was chained to a pillar on the far side of the room. At his full range of movement, he was allowed to bring them about eighteen inches from his body, but no closer. Wonderful sensation caused him to look down, and he swore to see what his body had become. His belly no longer resembled a pregnant womb, for no woman, he guessed would be this big. Protruding out two and a half feet from his ribs, his turgid stomach was immensely heavy, and immediately realized that the chains were probably unnecessary; he wasn’t going anywhere fast.

    The perfect roundness of his abdomen had stretched his belly button to oblivion, a dark smear across the end of his gravid center. Atop, and around it rested John’s enormous bosom. His breasts were no longer round, perky things. They had instead grown into great udders, sagging around his stomach, the size and weight of medicine balls. John shivered as he looked further down his body, seeing his proud penis half erect, a girl turned away from him, absently stroking the head with one hand. The mass she touched had grown so large that John hesitated to call it a penis, as opposed to a separate person. The forty-eight inch length pulsed with a heat of its own, giant ropey veins stretching like spider webs across the flushed skin. The shaft was swollen thicker than his own torso, about a foot and a half in diameter. The head, still dark purple and taught as always, resembled a violet head of lettuce, dripping with moisture, although not water, per se. Glancing around him, John silently observed his setting.

    Around and before him, between five and fifteen feet away, many, many girls, by John’s guess a quarter of the school’s population, were packed into the room, talking animatedly, some squatting on chairs, some standing, some leaning on the walls. All of these girls were in shape, most of them extremely so. All of the girls had not a shred of fat on them, tight muscles and veins bulging through their clothes, most in the range of muscular to boxer, but some were sporting bodies that, would look at home on a professional wrestler or heavy lifter, minus the breasts. Most were wearing t-shirts, but some were wearing muscle shirts, bikinis, or even nothing at all, their bare breasts bouncing atop their exposed, athletic bodies, muscles writing gently as they loitered. Below the waist however, some wore panties, a few even shorts, but most wore nothing at all.

    All of the girls, between their legs, supported penises. Not only that, but large penises. The smallest John could make out looked to be seven inches long, flaccid. Their long members were equally thick, and under them swung heavy, hairy ball sacks, their round cargo as small as chicken eggs to the size of softballs. Most of the girls wearing panties did so in jest, as their prodigious members and nuts pushed the cloth so far away that nothing was hidden. The girl crouched at John’s dick noticed his observations, and rising to a kneel, announced, “Hey Megs, he’s awake!” Immediately some of the girls stopped their talking and turned to look at John, some talking to their fellows, others just watching him, smiling. John recognized a few as girls in his class, and most of the others from other classes she had taught. A moment later, a loud padding caught his attention, and John turned his head to see what had become of Meghan approaching.

    The creature before John was amazing. Meghan’s beautiful face and snipe smirk were there, but she was now a seven foot tall, female hulk. Her oiled muscles rippled as she approached, stalking forward like a naked tiger. She wore a lace bra over her shapely breasts, extended to fit around her mighty frame, but between her legs, nothing constricted her long member from broadcasting its size to all. The girl’s heavy dick was two feet long, the head hidden by a long foreskin. Her balls, covered lightly in curly blond hair jostled between her toned thighs like sweaty hand-fruits. Behind her was an equally massive black woman, who John recognized as Clarice, her snake-like penis no longer than he had seen before, an even ten inches soft, but also half as thick. Her chest was still graced by her great motherly breasts, now smaller by far, though, than John’s own.

    Meghan stopped, crouching down to John’s level. “Welcome back Joanie,” she smiled, giving John’s felled tree of a manhood a pat. “We all missed you.” The girls in the crowd giggled, some of them nodding, or waving their agreement. “Where am I? What have you done to these girls? To yourself! To ME!” John screamed, immediately recoiling at the sound of his voice. The tone he now produced made Jennifer Tilly sound overtly masculine. He sounded like a teenage girl. Meghan laughed, her colossal arms at her hips, their eerily defined muscles shining in the light. “I just introduced them to the world you showed me, Joanie, the world of being a man.” The girls cheered, many of them reaching down to their crotches, stroking their members to erection. Meghan continued. “You see Joanie, and that is what we’re calling you now, as you certainly don’t look like a John,” she smirked, “didn’t you wonder why no one noticed the huge messed of semen you’ve been leaving all over the school? We collected all the cum from you we could get, and bestowed the blessing again and again on ourselves, and anyone we could find. And the result? A growing population where chicks have huge cocks!” She turned to the crowd, raising a Herculean arm to the girls, their cheers accompanying their genitals, which were standing erect in tribute.

    John, or Joanie, murmured quietly, “They can’t all have wanted this,” he looked around for another person perhaps chained up, “how did you get enough of… me, for all of them?” “Ah,” Meghan replied, reaching forward a hand. Deftly ticking one of Joanie’s nipples, she showed to his horror the size they had reached. They no longer looked like nipples, but rather animal teats, six inches of bright red flesh, dripping constantly with his semen. “Once we ran out of the stuff, we had the girls drinking from the tap, so to speak,” Meghan giggled, “producing the state you see yourself in now.” John looked down for the first time, and saw that the soft, war pillows he was sitting on were in fact his own balls, swollen to resemble beach balls, if not larger. “Yep,” Meghan said casually, giving the turgid spheres a familiar slap, “You came a good many times while you were out, I guess we drugged you a tiiiiiiny bit to much.” The she-hulk laughed, gently caressing the orb of Joanie’s belly.

    “Not everyone could have wanted this!” Joanie shouted, looking back at Clarice as well, “what did you do to those who refused?” Clarice smiled. “Well that’s easy,” she shrugged, crossing her impressive arms, biceps bulging like melons, “once they got a taste and tried their new part out, most agreed. Some needed further persuading, but they all came around after a round of three-way fuckin’.” The woman smiled, and Joanie was a tiny bit pleased to see that, although Clarice’s muscles were many and great, she still had a tiny pooch of a belly. “But I admit,” sighed Meghan, “that a few refused. But,” she pointed a hand to her temple, “we figured that out soon enough.” Meghan called out to the crowd, and they parted, revealed several girls propped against the back wall in the corner. “We figured,” Meghan continued, “that e we can’t have ‘em leave, so we’ll just make it so great, they have to stay!”

    Joanie gasped at what he saw. The girls he was looking at were tortured beings. Their frames were adorned with so much muscle, it was impossible to make out their human shape. Limbs almost spherical with mass protruded from bodies sporting abs so powerful they bulged out like angry fists. Their naked breasts heaved on top of massive pectoral muscles, and the floor creaked under their thunderous legs. Joanie paled to see their faces, tears rolling slowly from their eyes, moaning in pleasure and agony. Their muscles were so large that they couldn’t bend their arms to squeeze their hard-as-daggers nipples, nor to masturbate their massive pricks, almost rivaling Joanie’s in length, if not width. The girls were trying in vain to get themselves off, rubbing their throbbing penises against the floor, the wall, or each other, wailing in frustration.

    Meghan spoke, seeing Joanie’s expression of horror. “We just made ‘em drink until they couldn’t move. Simple enough, and your ass seemed to enjoy it,” she snorted, rubbing the man’s dick affectionately. Joanie saw that among their number, her brown hair plastered to her face with sweat, was Jenny. “I thought Jenny already had a penis,” Joanie asked, “why is she there?” Meghan sighed, rolling her eyes, “She didn’t think it was right to keep you here, so we had to shut her up,” she said matter-of-factly. “Anyhow,” Meghan continued, “Now that you’re up, we’ve got something to show you! Girls!” Meghan made a come-hither motion, and a group of girls came forward, carrying a woman between them.

    Joanie recognized Naomi and Kylie from his class at the front of the group. The former had her hair tied back in a pony tail, her proud muscles gleaming. Her heavy breasts jiggled bare in front, brown nipples exposed, but she wore a pair of tight blue bike shorts, concealing but perfectly outlining her python-like member. Kylie on the other hand was completely different. Her tall frame was lithe and taught, few well defined but sporting much smaller muscles. She was completely nude, her B-cup breasts topped with proudly pointing pink nipples. Her long, long penis swinging from side to side across her tanned thighs, one of the few members Joanie could see that looked like a regular woman could take. 

    The knot of girls was carrying Norma Pleasance with them, and as they approached Meghan and Joanie they threw the nude woman to the floor. Norma slowly pushed herself to her knees and elbows, her face and arms covered in bruises and small cuts. Looking up, the principal saw Joanie’s sad face. “Hi, John,” she said hoarsely, “we missed you at the staff meeting.” Joanie smiled. “They tell me it’s Joanie now,” he said, glad to see a friendly face, “and believe me, I’ve met with enough staff to last me a lifetime.” Norma laughed throatily at the dirty joke. Meghan smirked. “This, is going to be fun…”

***

THE END(?)

Great story! I would really like to see a sequel