Cory stared at their changed teacher in front of the class. Mr Hanks was a.. woman. No, that wasn't right. He wasn't a woman, he was still himself, but he was dressed as a woman. Tight dress stretched taut on his body. Cory didn't give him a second look, he knew magic when he saw it and wasn't going to stick around to see what happened next. He bolted for the door.
He reached it only a second or two and was out into the hall. He heard the footsteps of a few others as the hustled out into the hall behind him. As the door to their class fell shut he heard the panicked noises of his other classmates begin to rise. The six that had made it out kept running, not caring where but just wanting to get away. Cory finally stopped when he reached the gym, it was empty and dark, the only light dripping in from high small windows. He slumped against the wall and sat down on the cold floor. The others followed his lead.
"What the hell was that?" Whispered one boy. No one answered, each lost in thoughts of their own.
"As I left I saw Tara Miller's breasts grow so huge they ripped out the front of her shirt." A girl finally said, breaking the silence. She had been the last one out of the room. The others stared at her with dread and fascination on their faces. After seeing their teachers change none of the disbelieved her.
Cory wiped away the sweat from his forehead pulling on his collar. It was hot as hell in this damn gym. They had to think of what to do next. They couldn't just go tell someone what they had seen, and he certainly wasn't going back their to show anyone. They could lie though, could tell someone in the office that something else was wrong in room 305 and refuse to go back. But what good would that do? Others would go and check it out and more than likely be sucked into the change themselves.
"I.. I think I'm going to go home." He said, wiping more sweat from his heated body. His nose twitched. Cory was surprised at the look that crossed each of the others faces at his remark. He didn't expect them to be so damn shocked, what did they expect him to do? The other students stood and backed away. "What the hell are you..?" He started again but stopped. Something felt weird in his mouth. He ran his tongue over his teeth. Something was definitely wrong.
By now the other students had bolted for the doors, the shocked Cory didn't move. It was happening to him to, he hadn't gotten away, only slowed the spell somehow he realized. He reached up and felt his front teeth with his fingers. There was no doubt now, his front teeth had grown quite large. He felt them pop over his front lip, unable to stay in his mouth any longer. His nose twitched again. Cory finally stood, his own fear finally kicking back into action. He needed to get farther away, needed to try and get out of range. He started to run toward an outside door but fell.
His feet throbbed inside his shoes. The pressure grew and he almost screamed. He tore them off and tossed them aside. Like his new buck teeth his feet had grown, and to his horror they were still growing. He watched, unable to move as his feet lengthened, stretching out of his sock until they were each at least 16 inches long. He tried to stand, to flee once more, but his legs wouldn't seem to straighten right and he only flopped back to the ground. Panic filled him. He felt the rest of his body start to slowly shift. Remembering the pain of his shoes he did the only thing he could think of and pulled off his shirt and jeans. His nose seemed to twitch almost constantly now. He heard a small pop and rolled over on his stomach as something tickled his ass.
Looking over his shoulder as best he could in the gloom filled gymnasium he saw what he had known he would. A white ball of fluff stuck out from above his boxers, twitching slightly. His changes seemed to speed up then, ears growing long and tall, each covered in a short gray fur. He felt himself being lifted slightly off the ground as his chest shifted and changed. He was forced to roll over from the pain of the new pressure. Two huge bare breasts rolled free, large nipples standing erect. He wasn't surprised. The bitch in class had said something about fetishes after all. The rest of his changes had given it away for him. He knew he was becoming a slightly more literal Playboy Bunny. A sudden flurry of shifting from between his legs finished his change.
He reached slowly down over his new bulges and slid his new slender fingers into his now loose boxers and felt what he.. she had known what she would find. Warmth caressed her skin and she touched herself and she felt the rest of the change take hold. She rolled back on to her stomach, hands both shoved down her pants rubbing herself. She started to vigorously hump the hard floor, nose twitching. One of Cory's feet started to slap the floor in pleasure.
***
Jacob and Emily both ran to the door they had entered through, the other three running a different direction. They ran through, images of Cory's feminine face, buck teeth, and twitching nose running through their minds. It was nearly a minute before Jacob realized their mistake. They were almost back to the room they had started in, he could see the room down the hall. He felt sick in his stomach. Grabbing Emily's arm he pulled her into the closest door, slamming it shut. He rested his head on the wood not looking around. When he finally did he saw where he had pulled her. He was standing in a girls bathroom.
He shook his head, he didn't care. Nothing was happening to him yet. That was all that mattered. He looked at Emily, seeing no changes to her either he was relieved. It took him a moment to see that she was shaking. She was scared he thought and hesitantly reached out to touch her shoulder. She slapped his hand away as if it were some huge ugly spider and took a step back, her eyes riveted to the floor.
"It's okay." Jacob tried, speaking in as calm of a voice as he could muster. "Neither of us has changed at all, if we were going to don't you think we would have started by now?" He tried to believe himself as much as he hoped she would. She just shook her head, shaking away his words. She started to tremble even more. Jacob started to worry she would have some kind of heart attack if he didn't do something. He grabbed her shoulders and tried to hold her still. "Look at me Em. Look." She looked up slowly, their eyes meeting. "Everything is fine. Look in the mirror. You are fine!" She hesitated before finally speaking. She mumbled so badly that Jacob couldn't understand what she said. "What?" He asked, encouragingly.
"Cock." She said simply. Confusion spread across Jacob's face. "Cock, cum, penis! COCK! CUM! I want your cum!" She said loudly now. Desperation filled her eyes. "Please go, run! I don't know how long.. long.. COCK! NO! How long I can stop... myself." She shook some more and Jacob stumbled back, he felt his own dick reacting to her words on its own accord. He turned for the door and grabbed the handle. A hand grabbed him by the waistline of his jeans and pulled him back. He slid to the ground, losing his balance.
Emily yanked hard on his pants, the already too loose pants slid easily around his ankles. Jacob rolled over, trying to bring his legs up to block the girl. Tears were streaming down Emily's face he saw but had no time to care. She had spotted his erection though his silk boxers and her eyes were wide as dinner plates. She was licking her lips.
"I.. I'm so sorry.. I don't want to.. but.. CUM, oh my GOD I NEED CUM!" She fell on him, tearing away his underwear and plunging his dick into her so very eager mouth, tongue pressing all over his shaft. "MMhhmmmm.. MMMmmhhm!" Emily moaned. Jacob did not resist now, he could not. A beautiful girl wanted his dick so badly that she had pretty much resorted to raping him and now he was lost in the pleasure of it. He did not notice his own change happening between his legs, busy with his distraction.
Emily had reached up and was cupping each ball in one had as she sucked eagerly, trying to get to the glorious cum inside. As she sucked each ball started to grow until they filled her palms. Soon they stopped, each the size of a softball, filled with what she desired. Jacob finally came, spurting the warm, delicious liquid into her waiting mouth, the extra spurting around her lips. Jacob arched his back, his dick popping free from her lips. He sprayed thick white globs all over, more than he had ever cum before. Slowly he came back to himself, his dick growing soft he sat up. It was then he saw his balls and nearly screamed. There was no way he was going to be able to get his pants back on. Nearby he saw Emily licking at the spurts of his cum on the floor and walls.
"Don't watch me!" She shouted in between licks and slurps. "Please don't." She went back to getting every little bit she could, unable to hold herself back. Jacobs huge balls ached, he knew he would be needed release again. Soon.
***
Ben and Faith ran the opposite direction from the changing bunny girl. The ran to the outside doors and out behind the school into the field. They stopped once again once they had reached the center of the huge piece of grass, somehow feeling safer out in the open than with the walls of the school seeming to press in around them. Faith watched Ben closely, trying to see any signs of change. He did the same for her. It wasn't long before both of them realized that they hadn't run far enough, if there was such thing as 'far enough'.
Faith could feel the immanent change rolling through her body, shivering just beneath her skin. She groaned, knowing that running now would do her no good. Across from her Ben started to shake his head back and forth, as if he were trying to get something out of his ears. She could not see any changes starting for him though. Her first change hit, she felt her bra grow suddenly taut, the strap digging into her back. She reached back quickly and unsnapped the clasp, not caring that Ben was staring at her. Wet splotches appeared around each nipple, spreading quickly across her shirt. She blushed and turned away.
"I.. I.." Ben stuttered. Faith heard a rustling of cloth and turned back to face Ben just in time to see him strip off his shoes and pants, his shirt already on the ground.
"What the hell are you doing? Don't even think of touching me." Faith told the nearly naked boy. She grabbed at her lower abdomen then, pressure building there as well. She pulled up her shirt and saw the bugles on her stomach and lower in her pants.
"I don't know what I.. It just feels so wrong to wear those.. err. Oh my god what am I doing?" Ben said looking down at his own bare chest. Below Faith continued to swell. Soon, the pain to great she unbuttoned her pants and let the bulging fall free. On the lump of new skin several new, smalling bumps began to appear. Soon they grew out long and thin, several huge teats hanging from her new empty udder. Faith almost started to cry. She was once again distracted from her plight however by Ben.
He was now completely naked and walking around on his hands and knees sniffing along the grass. When he found a spot he seemed to like he stopped. The field grass didn't look any different to Faith. Ben lifted his leg and started to urinate. "Holy shit!" Faith said, unable to stop her own surprise. Ben whirled around and then looked back at what he had just done. His face turned beet red.
"Oh no! I.. I don't know what the fuck I'm doing!" Ben said, almost hysterical with humiliation. He covered his bare crotch with his hands. Faith doubled over as she felt a new wave of changes taking hold. The seems of her pants popped and the tattered cloth fell away, leaving her with only a very tight g string. Her face pressed into the grass and her ass in the air her breasts and udder hung beneath her. Her udders were now full to bursting, each long cow teat dripping white milk into the grass. From above her ass she felt another pressure as a long thin tail began to grow. She could feel it swishing behind her. Her ears twitched and it was only at the new sensation that she realized they must have changed too, leaving two tall pointed ears on her head.
She nearly jumped when she felt something cold touch her ass. She rolled her new big thighs and managed to sit on her ass, almost like a human being. She saw Ben's humiliated face as he turned away. He had been sniffing her ass she realized! He still looked completely human. She watched him a moment longer in disgust and pity as he started to lick his own skin, smearing his own spit all over. He trotted away on all fours again, once again smelling the ground. "Bark bark!" He shouted, actually saying the words as he saw a bird fly past above them.
Then she was changing again. Fur crept up her legs, white, black, and short. She almost didn't care anymore. She noticed then that she was massaging her own breasts, squeezing milk from the sore nipples. She stopped herself, blushing furiously when she realized the front of her panties were soaked. She could clearly see the outline of her pussy, now much larger than she remembered, through he wet cloth. She didn't notice as Ben walked closer, head tilted to the side.
She fell backward into the grass when he jumped up on her. Then before she could react his face was in her crotch, sniffling and pressing his nose into the soft wet cloth. He grabbed the panties with his teeth and pulled them away. Faith felt a wave of horniness wash over her. "Oh god no. We can't Ben. We.." But Ben was no longer listening to human words and only cared about what he could smell between her legs. She wanted him. He plunged his still completely human cock into her large soaking wet pussy and started to hump away. His face came nearly perfectly to one huge engorged breast and he began to lap at the milk he found there.
"Moooouuuu." Faith called out, as the dog minded boy fucked her silly. Her own, still human hands, were each squeezing a different teat of her udder, releasing milk all over Ben and herself.
***
The last person that had escaped from the classroom of change was Megan, a senior girl who had always sat in the front row and payed attention. A teachers pet. After seeing what was going on she had followed Cory out into the hall and ran with them to the gym. She had been the girl that had been last out of the room. She remembered Tara's eyes as her own breasts and billowed out of her shirt, then her thoughts turned to Cory. He hadn't escaped the curse or spell or whatever the hell it was either. She shook her head and pulled herself tighter into the chair in which she sat.
She was sitting in a teachers office. She knew Ms. Hartfield wasn't here today and had decided to closet herself in the little office behind her class. She was alone now, all the other students having had run other directions. She had been terrified at first, she knew she must have some of the most fucked up sexual ideas of anyone in the class, that's why she hadn't risked any of this being some kind of prank and had bolted for the door the second she knew what was going on. Now though, she was calming down. It had been quite awhile since she had fled and so far, no change.
She swiveled the chair once more to face the long mirror that hung on one wall. She had been forcing herself to check her own form from time to time to make sure she wasn't changing without noticing. She didn't know what she would do if she found out she was. She looked at herself now, and relieved started to turn back. Something caught her eye. She stood quickly and stepped up to the mirror for a better look. Her lips.. they seemed odd. She touched them softly with her hands. They were swollen, quite puffy actually. It was then that she noticed the weird taste in her mouth.
She tried to open her mouth to see if anything inside had changed. Her heart nearly stopped in her chest when she realized she couldn't, the lips wouldn't move. She was changing! She hadn't gotten away either. Her fingers flew to her mouth and she tried to pull her mouth open. Instead her fingers slid inside slickly, feeling sticky wet spit cover them. It felt.. it felt like. Oh god, she thought, looking again as her mouth finished changing. She had a vagina on her face! She knew everything she had feared was true, she had always been turned on by multiplicity and self pleasure and the growing horniness she felt confirmed everything.
She resisted as long as she could but the growing heat and wetness in her pants and on her face soon overcame her. Fingers of one hand snaked down to her originally pussy and started to rub, her other hand slithered into her once mouth and started to finger fuck her rapidly. She orgasmed down below and felt an odd wet feeling on her stomach. Pulling her attention away for as long as she could she pulled up her shirt. Where her bellybutton had been a moment before another slick wet hole had appeared, soaking and eager. Almost hysterical with the reality of her change she laughed in her head. If only I had another hand she thought sardonically and knew it was the wrong thought.
Beneath her right arm another bulge appeared, growing quickly outward, long and thin. Soon an almost exact duplicate of her original arm formed. The change excited her as well as terrified her but she soon found all three of her holes quite distracted. Her second orgasm had a very similar reaction as the first, this time her new pussy appearing vertically between her breasts. Again another arm formed, this time on the left.
As time passed Megan was lost in the pleasure of her plethora of pussies and hands thrusting together wetly, her now naked body soaked in her own juices as she rolled on the floor.
***