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Jackson kept his eyes forward.

To his side and hind most of the classroom had been turned into animal people. Even the girl beside him had been turned into a snake. Every student in arm's length had been transformed. Jackson peered over his shoulder at the zoo behind him. All it took was a look back from a student turned into a parrot for him to lose his last nerve and snap his head back forward.

Am I next? thought Jackson, I can't be next! I can't be an animal. Please tell me I'm not going to be transformed.

His heart was racing. He could barely sit upright. He heard the footsteps of Darwin walking up to the front of the class. Darwin looked around the room. Many students were preoccupied with their new forms, or were talking with others, or hadn't the mental faculties to pay attention. It happened every first day: Darwin had lost her grasp on the class.

To anyone who would listen, Darwin engaged in her last act of authority. She spoke up, "My my my! It looks like this classroom is coming along!"

Jackson's breathing got heavy, deep suctions of air entered and escaped him. His arm stuck to his lap, petrified with nervousness!

"I guess I should drop the pretense..." said Darwin.

Jackson gulped. He thought, Please no!

"I've come to morph the classroom!" she said, "Morph you all!"

Gasps came across the classroom. Jackson went still, eyes turned tiny as dots. He squealed.

Darwin scanned the classroom again and saw that at least half of the classroom had been turned into an animal of some kind. Selma, a girl at the front, shivered in discomfort when Darwin looked at her.

Darwin spoke, "It's looking like myumans are officially in the minority." She gave Selma a moment to let the worry come over herself. Darwin looked down to glance at her myuman body, "Well... I don't want to be on the losing team, do I?"

She placed her hand on her chest and a glow came over her entire form. Her body was silhouetted in ephemeral light and her size grew. She became wider and taller; taller by at least a foot. All the students knew she was transforming.

When the light settled, what was seen was a big feathery figure in a close fitting navy silk dress. The figure turned her head away, shrouding it from the students. Did the transformation do something to her, many thought. Something other than the transformation itself, they meant.

Selma looked onward, leaning forward to get a better look at the beast.

Then suddenly, the beast snapped its head in Selma's direction. With an eye full of primordial rage and hatred, it stared into Selma's gaze. Selma squeaked and fell back in her seat.

The feathered beast lounged forward, its demonic visage in Selma's. The owl screeched with the tone of death itself! Selma's face collapsed in terror, tears whipping off her cheeks!

Feathers of flame, eyes from the depths of hell, a beak as sharp as blades, and a maw like an abyss into nothingness, the owl's face was that of a devil!

"Looks like you're scared!" said Darwin, her voice keeping its striking tone in owl form. She then thought, there weren't enough larger zoomans in the class yet. She had been waiting until the roof above had broke away into an endless bramble of vines so that taller figures would slam against the roof.

"Hmmmm." said Darwin, looking at Selma.

Selma inhaled nervously.

Darwin wiggled her fingers and fired a bolt at Selma. Before she could flinch, she was absorbed in electrified light and her form shot upward. She grew tall, right into the vines and branches above. She thickened out. Truly, she was gigantic.

Before she even knew what was happening, Selma had her head in the vines. A bunch of feral birds resting of the branches and vines looked at her and flew away. Was she not only transformed, but warped into a bush?

She looked down and saw her desk; way down. Darwin was down there as well, looking up. Other students as well. Many were in shock.

The rabbit behind Selma shrieked. She nearly fell off her chair and after having a moment to collect herself.

"Oh gooooddd!" said Selma, pulling her head out of the vines, to lean down to Darwin, "What... what did you turn me into?"

Darwin looked her over, "I'll let you figure it out."

Selma's form was massive. She was still slim by comparison, but that meant that the width of her torso was over a few feet. Her breasts were like bowling balls, no even larger. They were two mounds on her blue t-shirt.

The legs coming out of her shorts were thick, green and scaly. Those shoes were gone, revealing feet with hard stone-like toes at the end. She had thick hefty thighs and magic had to be involved in how the chair she was still sitting on was not collapsing.

Selma reached up and felt her face. There was a whole mess on her head. Horns, and some sort of plate. She then noticed the horn on her snout.

"I'm a dinosaur?" she said.

"Triceratops," said Darwin.

Kimi was in the corner of the class, looking nervous surrounded by animals. Darwin saw her discomfort. She walked over to Kimi's desk, "Is the loneliness getting too much for you?"

Kimi nodded.

She reached out and fired a beam at Kimi. In a snap, her form changed. Canine-ish face with pointy ears on the side of her wavy brown hair and red and white fur. Black fur on her hands and feet with tiny claws on fingers and toes. Her chest had been given an upgrade and was now sporting two passionate torpedoes out of her striped shirt. She had been turned into a red fox!

Kimi looked at herself, "Oh no!" she said.

Selma beside her looked down at her pants, and squirmed at the suppressive tightness. She looked at Darwin, her back arched down so only her horns and frill were tangled in the jungle above. She said, "Can't you transform me into something with a bigger pair of pants?"

Darwin looked down at Selma's shorts, and fired a beam from her feathery finger. For a moment, Selma was relieved to feel the tight wrap on her legs gone. But then she looked down and saw that her shorts were missing. Underwear too. She looked at her bare legs, thick and green. And there it was. Her smooth pale green vulva with a plump bow pointing down her seat.

She squealed and slammed her hands down on her seat to cover up her privates.

There was some surprise and even laughter from her fellow students around her.

"I didn't want you to remove my pants!" said Selma.

Darwin smirked, "Quit complaining or I'll take away your top too!"

Selma cringed, learned forward over her desk, and kept her hands down on her crotch, not wanting anyone to peek at it! Everyone had a good look at her ass, though, and it was a big one at that with either cheek being way bigger than any of their heads. Hands wanted to reach out and get a feel.

Darwin continued around the room, and everyone got a good look at her. Now a great horned owl, she was obviously bigger now, over six feet in height and wider. She had some chub on her that showed off through her thin navy blue dress. Her breasts were a treat to see. Anyone would agree: they were huge! The plateau of her cleavage had a bulge; there was so much volume to them. Her navy blue dress was at its limit trying to wrap around those huge boulders.

Her body was covered in black and gray feathers, white down her legs where she walked barefoot. She had thick legs and a big heart-shaped ass, underneath a sprout of hindfeathers. Her hind mounds waggled with every step she took.

Students who rejected the sexual instincts that their new forms brought had met their match!

Darwin scanned the room. Most of the students had their minds on their own business, not hers. That was expected. Many of them chatted with themselves, unsure what action to take next in a classroom that had become a magical jungle.

Darwin idly strutted around the room, passing by Toby, a cat boy she had groped earlier. Toby looked at her nervously. He had already been transformed but he knew there was more she could do, especially since she was now a six foot owl lady with a sharp beak.

She peeked over at him and grinned, "Hello again, cat."

"Uh..." Toby rubbed his feet on each other, nervously, "Hi."

Darwin stopped and leaned down to meet her eyes to Toby's, "How do you like me now?"

Toby was scared to answer. His eyes darted around for any help but this conversation was between himself and his professor. He swallowed hard and replied, "It's, uh, fine."

Darwin got closer, eyes full of passion, "Are you sure?" She had her chest hovering besides Toby's. His whiskers felt on Darwin's dress. Darwin took a hand on Toby's desk, "One might guess you'd find this form... very sexy!"

Toby turned towards Darwin, his nose nearly bumping against her huge breasts. Those breasts might have been bigger than any ones he had ever seen, but he believed they were real. He looked at the top of Darwin's top. Just an inch down and he'd get to see those nipples.

Darwin looked down and could see a bulge developing in Toby's pants. A hardness pushed out the left corduroy pant leg. Darwin reached down and slid her fingers along the mass. Toby went nuts, curling his toes and his body stiffening up.

"So-o-o-o biiiig!" said Darwin, feeling the cat's erect penis.

He let it happen. His instincts told him to let himself be erect, so he did. His penis trailed down the left pantleg and grew long and hard. Having an erection in front of all those people was weird, but exciting in that way.

Darwin curled her fingers around his rod and rubbed up and down. Toby bit his lip. He looked up at Darwin and knew the truth: he wanted to fuck her.

"Can..." said Toby with his breath full of excitement, "Can we have sex?"

He didn't care how open he was. The owl lady in front of him was the sexiest thing to ever show an interest in his body. He wanted to shove his hard pole inside her and rattle it around.

Darwin was feeling the heat too. Her loins were steaming. She couldn't help but imagine her cat student with no clothes on, tailless ass out in the open and large stiff cock standing attention.

She took her hand away, and swallowed hard enough for people to hear, "This is classroom hours, student. Not time for lovemaking."

Toby was disappointed, but his boner wouldn't stop.

Darwin turned her attention back to the aisle. She took a few steps and looked over to see a girl in a long-sleeved shirt and pants.

Darwin looked and circled a finger at the girl, "What's wrong?"

The girl pointed in front of her, "Her."

She was pointing at a pantheress, a feral pantheress that sat on the ground beside a student, a myumanoid panther student who she transformed. The pantheress wasn't myumanoid like the students, she was a feral. The sight of a "real life" panther was terrifying to many students.

The pantheress looked back and grinned at Darwin, "Many of your students seem absolutely excited to see me here."

Darwin looked at the girl. She knew what to turn the girl into. She turned her into a mouse, shocking the girl. She had round ears and a large incisor hanging out the front of her whiskered snout.

She took a couple hands to her face in surprise, but Darwin had no time to waste gawking at the scared mouse. She moved down the aisle, looking over students.

There was another girl who looked absolutely uninterested in the classroom events. She was a chubby one, sitting close to the back of the room with a nonchalant expression.

"How are you doing?" asked Darwin.

"Doing perfectly fine." said the girl, monotone.

What a strange response. The girl wasn't even embarrassed, to Darwin's frustration.

"I suppose you were..." Darwin fired a beam at the girl, "I can't think of a pun."

And then the girl was a dog. A chubby dog. Darwin didn't really care for breeds but if the other students had to guess based on their knowledge of the myuman world, they'd say (based on the dog girl's short muzzle and floppy ears) she was a pug or something close.

The girl didn't have much reaction to her transformation either. Darwin continued on.

Spanks knew what stage of the transformation the classroom was at. She had done it with Darwin before. The classroom was at the scared stage where Darwin was focusing on students that were scared. With opportunity to humiliate some students, it was a favorite stage of Spanks!

She saw Darwin hanging out the back of the classroom so Spanks took to one side, the corner of the class, and looked around from the vines above. Yes, there were many students that were crying.

Spanks returned to John and Pierce, two students she witnessed whimpering earlier. She landed on Pierce's desk and waved at Darwin, "Heeeeey, Darwin! Get over here!"

Pierce and John got nervous. Not just for the fact that a giant owl woman was coming their way, but also because they were going to be transformed.

Darwin approached with a grin. Pierce clutched his desk like he was hanging off a cliff. Spanks, standing idly on Pierce's desk, saw that the boy was nervous. She walked up and patted Pierce's hands, "Why so tense, luv? There isn't anything to worry about!"

But worry Pierce did! One scaled bare feet, Darwin came up the aisle between Pierce and John. She saw that both of them were nervous.

She would start with Pierce, turning to the muscly built young man. He flinched when she turned her beak towards him. She looked down at him.

There was a zap and Pierce's form changed. Gone was the face of a myuman and in its place was the face of an otter. Myuman hands were now covered in brown fur. Below under the desk, Pierce's shoes were gone and his bare feet were brown-furred with claws at the end of the toes.

Pierce shrieked and touched his face. He looked at his hand and curled his fingers.

"Maybe now you'll be more comfortable around animals." said Darwin.

She turned to John. John clenched his teeth in nervousness. Oh god, it was his turn. He didn't know what to think.

Spanks, walked over to the desk's edge closest to John, she spoke to Darwin, "I gave him a little brain vacation and while he was sitting there with an IQ of single digits, but I brought him back."

Darwin chuckled, "How was it being dumb? Would you like to go back there?"

John's breath got flustered and his eyes full of fear, "N-no! Please! I don't want to be dumb again!"

Darwin crossed her arms, bulging up her huge owl tits, and chuckled, "Oh, alright."

There was an awkward silence. Then John spoke up, "I'm going to be transformed into an animal now, aren't I?"

Darwin nodded, "Yes." She shot out a bolt of light at John.

For a split second John didn't know what happened. Then he blinked a few times and realized he was looking into a cloud of vines, branches, and bramble. Then he realized that he was looking at the bramble above the classroom. But it was right in front of him, level to his head.

He swallowed loudly and looked down to see his body. But then he noticed the vines and branches were up to his shoulders. He was in the roof! He had grown in size, he knew. Beyond the vines around his neck, there was the classroom below with Darwin and the students looking upward.

John screamed, "Hey what the fuck!"

Darwin called up to him, "How's the view up there?"

John leaned down, pulling his head out of the bramble and snapping some vines loose, making them fall down, landing on his desk and the floor. Everyone could get a good look at him. He had been turned into some sort of dinosaur but only Darwin knew his specie: a shantungosaurus.

"You turned me into a giant!" said John.

Darwin reached up and patted a cheek, "Yes, I suppose I did."

John's scaly carnivore dino head was rubbing up against the bramble above. His golden brown scales cracked and pushed the vegetation as his head swung around up there.

"The classroom is too small for me!" said John.

"Just deal with it for a little while," said Darwin.

The student in front of John was also scared. Whether it was because of the classroom events or because of John turning into the biggest myumanoid reptile around was something Darwin wasn't sure of but also didn't care. She turned him into a brown toad and left him to deal with the aftermath.

Beside him, across the aisle, there was a girl. The way that the girl peered over at the panther, Darwin knew the girl was terrified.

Darwin leaned down with a smile on her beak, "She's real scary, huh?"

The girl was nervous and didn't know how to answer, and she wasn't in the mood either. With her fear overwhelming, she was hoping she'd pass out and let whatever happened happened while she was gone. She was also hoping that the whole thing was a nightmare but with each moment that seemed unlikely.

She was ripe for a transformation: a big one. Darwin leaned away so the sudden growth of the transformation wouldn't connect with her. She fired a bolt out of her finger and it struck the girl, absorbing the girl in a sudden prismatic light and expanding her form to what could have been eight feet tall although it was hard to judge when she was sitting down at the desk.

She spasmed at her form. Her hands were gray and ended with chalky nubs, she was a lot taller, a lot wider, and her face- no, her whole head felt funny.

Darwin smiled at the new elephant girl, looking around her body in terror. With her head swinging around a lot, her eyes didn't have a chance to notice the large trunk coming out of her face, but when she noticed it she looked it over like a hose that a dog chewed on. Then it was the big fanlike ears. She tugged on them like curtains.

"I'm..." said the girl, "I'm an elephant!"

Darwin chuckled and nodded, "Yes."

The girl looked down at her body. Her hoodie and jeans had expanded to fit her new mass. Not only was she comparatively bigger than her myuman self, she had more fat on her. Bumps of fat hung out of her sides, a flabby tummy was out front, and her arms were chunky too. Her legs were like massive cannons inside those jeans and her barefeet had stonelike nubs at the end like her fingers.

The girl took two hands to her torso. She could feel the carriage hanging out in front of her. She groaned, "You made me a fucking fatass!"

Darwin crossed her arms and took a foot over to the elephant to rub against her leg, "Well I think you look nice!"

The professor thought the elephant girl was ignoring her most impressive feature: the two globes on the front of chest. The young pachyderm lady was going to have to see a specialist for bras from now on.

Pierce behind her took a look at the elephant girl's ass. Those cheeks were round in her jeans. He had to bite his lip and pinch his leg to fight the temptation to reach out and touch it. He sat on his free hand but he knew he could lift a foot and pat the rump with his toes.

Inside his pants, his dick was getting hard, worming down his left pant leg. That's when Pierce noticed something: his dick was bigger! He took a hand down to feel up his junk through his pants. His shaft was a lot longer and thicker than he knew and his balls were hefty too.

It was a curse to realize it because knowing he had a big schlong forced him to think what he could do with it.

Darwin moved forward. As she got close to the front of the class, there was a boy who shyly tucked himself to the outer edge of his desk, as outside as one could be while still sitting properly.

"You're scared." said Darwin.

The boy turned to her, eyes with fury and shame. "I-!" he said, but how could he finish the sentence? There was no point in denying it. His head hung low and he sighed, "Yeah..."

Darwin got to work and, since gray-skinned mammals were on her mind, turned the boy into a rhino. In a split second, he was seven feet tall and magnitudes heavier. His sweater and brown pants had expanded with his form. His head kept his mop of hair but now his pierced ears were pointy and gray. His rhino face was massive and having a horn in his vision was distracting.

"Ah!" he said grabbing his horn.

Darwin looked over the boy's rhino body. He was bulky, with thick arms, "Very nice."

Darwin left the rhino to enjoy his himself and went up the aisle to the front of the class. There was Jackson. He was terrified to see Darwin approach and he squeaked.

Darwin spared him the small talk and lifted a hand to fire a bolt at him. His eyes went white with the bolt of light approaching him and his body was eaten by a bright light. His size shot up into the vines above and widened his form into the aisle.

Jackson screamed. Those around him got a glimpse of his large form. He was huge with his arms as big as girders. His hands and feet had a whitish aqua look. They were featureless, without claw nor nub. When Jackson pulled his head out from the vines, revealing a large clam-shaped head with a curved mouth. With grooves underneath Jackson's new chin, students recognized him as a whale.

Jackson screamed at Darwin, "Wha-what did you-"

"A blue whale." Darwin cut him off, knowing the question. She had heard it hundreds of times before.

Jackson looked at his hands and then the rest of his body, "I'm so big! I can't-" Jackson's eyes narrowed and his head began swaying while his breathing got strained. With a few audible gasps from students around, Jackson collapsed off his chair and onto the floor on the outside of the classroom's area. The thud shook nearby vegetation.

The student behind Jackson got up but stood still, unsure how to approach the fainted whale boy. Darwin walked around the desk to see the body. It didn't look like Jackson hit his head on anything, so the teacher would let him have his quick nap.

Near the front, there was a girl sitting in myuman isolation surrounded by her zoomanoid students. The girl looked calm.

Without warning or build up, Darwin fired a bolt at the girl and once the light had transfigured her body, everyone got a look at a myumanoid brown bear girl.

The transformation came without warning so the girl had to take a second to realize what had happened. Suddenly her shoes felt weird as they had disappeared and her fuzzy feet were bare touching the dirt floor. Her hand had brown fur on them, and small but hardy claws. She was taller and her sweater and pants had grown in size to cover her new wideness. Being transformed put on a lot of fat!

She took her hands to her face and felt the square snout in front of her with a thick nose. Sharp teeth on the inside, and round ears on top. Thankfully, she kept her mop of hair.

Darwin let her be. The bear girl knew it was coming so when she was finally morphed, it wasn't as shocking as she expected. She looked over her body, felt her flabby legs, and patted her nose. It felt like she was sick and hallucinating having feeling in fake body parts but once she gathered the willpower to look over herself more thoroughly, like take a glance at her feet and lift her shirt to see her pudgy torso, the reality set in.

But there was something else: her two boulders for breasts. They were big, round, and jutted out in front of her farther than her big bear belly was. She took hands to them and felt their firmness in her palms. She rubbed them with her thumbs.

She rumbled and closed her eyes, massaging her nipples through her clothes.

It was uncomfortable to lean down out of the bramble clouds that John found his head resting in. He couldn't see what was happening in most of the classroom but he told himself not to care. What had happened to him that morning was not his fault anyway. Why should he have cooperated?

It was lonely and quiet up in the trees, but to cut through John's solitude, he heard some flapping and chatter coming his way. He saw Spanks traveling through the trees in his direction. "Oy, John!" she said.

John sighed. Being that the bird dumbed him down, he wasn't happy to see the seagull.

"What's wrong?" asked Spanks, hopping onto a branch in front of John's nose, "Unhappy to see me?"

"I've not had the best interactions with you so far," said John.

Spanks leaned forward and patted John's nose. He was a thirteen foot dinosaur with a mouth that could cut through trees likely, but she wasn't afraid to pat the fresh lizard. "Aw, I was just having a bit of fun! Tell ye what, I promise that'll be the end of any funny business. I'm on the straight and narrow now." She paused, "With you anyway..."

John sighed again, "So what am I supposed to do now?" He took a peak down at his body, "I'm twenty feet tall! When I get up to walk, I'm going to cause an earthquake!"

"You're not that tall." said Spanks, "You are quite big though so take care when you strut on out of here."

"To where?" asked John. He looked up in the bramble, this alien world the classroom turned into, "What was the point of this?"

Spanks looked around nervously, "I don't think I got any authority to tell you but don't worry about being too big to walk around or if you're not sure what to do. You'll see in a bit."

John brought two arms up to the trees and rested them on the branches then set his head down onto them, relaxed. Spanks was a strange one, but staring at the goofy seagull she had a gentleness to her.

"So what's your story?" asked John. "How did you become a seagull?"

"Was born one." said Spanks, "I wasn't transformed like you. I wasn't a myuman like you!"

"So how are you talking?" asked John.

Spanks smiled, "By opening me mouth!"

John sunk his head into his arms and spoke muffledly, "That's not what a meant." He brought his head back out, "So were you born like this?"

Spanks stared at John for a moment. "I suppose I was." she said.

"I can't go home like this," said John, "Where am I going to go?"

"Your dorm in just a little bit." said Spanks.

"I don't have a dorm." said John.

Spanks paced down the branch, "You do now. It's waiting for you in a bit." She sheepishly took a wing to her beak, "I wonder if they'll find a roommate your size."

Roommate? thought John. He would have to wait to see what was going on and he was too annoyed by Spanks to continue the conversation sincerely. She said some words but he ignored them.

John wasn't up for chatting, it seemed, so Spanks took off and hovered around the rest of the room. She waved goodbye and hopped around the branches, looking down at the classroom to continue her dayjob of searching for myuman students displaying fear.

Towards the back of the room, Stacy and Spike were seated, the former before the latter. The two were drained with nervousness, sapped of energy and lost in a timeless loop where the end of class never came and even if it did, there wouldn't be any point. Class didn't matter anymore.

There weren't many myumans left but as Spanks explored the back corner of the classroom, she saw a couple students looking distressed. Spanks landed onto Spike's head, startling and confusing the boy. Spanks called over to Darwin at the front, "Ey Darwin! We got two kids over here who are cowards!"

Neither Spike nor Stacy liked having focus turned to their terror. They were adults and weren't proud of being so nervous by a transforming classroom that they whimpered a bit.

Darwin walked over to their desks and looked at them. Totally spooked. She could see it. Spanks hopped off Spike's head and onto the desk.

The owl professor let out a throaty chuckle, "Jeez, you guys..."

Spike and Stacy didn't respond. They knew it was time for their transformation. It was worrying as expected.

Darwin started with Spike. In a blast of light, he was transmogrified into a gorilla. His body gained size in not just height but also fat. His torso expanded out. He arms and legs were thick and strong. His hands were still the same shapewise aside from growing in size. He took them to his round mouth, a protruding sphere with fangs and its nose embedded on the top.

Stacy chuckled at Spike's primate form and it was the last thing she would do as a myuman before Darwin zapped her. She was turned into a tigress: tall and strong like Spike behind her, although Stacy didn't get much fat on her body. Her muscles in full display, and a large chest displayed in front of her, pushing out her shirt. Black and orange striped fur and a powerful jaw on her cat head. Her myuman hair remained on her head.

A few less myumans in the class. Darwin could sense the fear, and looked around to see who it was. There was a goth girl in the back, mascara ruined by fearful tears. Darwin walked over.

When Darwin approached, the girl, eyes wide with fear, ducked her head down and covered her face, unable to even look at the sorceress she had as a professor.

Darwin chuckled, "Don't be scared, student. This will not hurt."

A zap from Darwin's finger and the female's myuman form was gone. In its place was the form of a duck. Her bill blasted out the front of her face and pushed between her arms. She jolted back, and saw her hands were covered in white feathers. She had orange scaly feet.

She wanted to ask what she was, but the words got caught in her throat. She took a moment to catch her breath. Rubbing her foot into the soil below, it wasn't so bad. She felt like herself. She patted her bill and felt the feathers on her face.

Darwin wanted to have a little more fun with the creature, but she saw that the girl who was weeping openly earlier was surprisingly calm in her new form and the owl professor saw no point in trying to rouse her. With big scaled feet, Darwin walked away, swayed her hindfeathers behind her.

Spike and Stacy let Darwin pass them by before they whispered to each other.

"A tiger?" said Spike, "Not bad. Those are one of the best animals." Spike looked over her shoulder at her sizeable chest mounds, "And tiger girls... they got huge tits."

Stacy peered behind to look at Spike's gorilla face, "Gorilla is cool too I guess."

Spike chuckled, showing his fangs, "Guess my home is in the trees now."

Stacy purred, "You'll have to invite me up there sometime then."

Spike giggled. It could have been a casual statement, but he hoped it wasn't.