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All but a few students in the back were still myuman.

Everyone else had been turned into an animal. A few hours was too short of time for the students to get accustomed to their new forms. Many were anxious, others were in disbelief, and some were so shocked that they had passed out or their minds had snapped.

Although the witchy professor had spent most of the class time in a myuman form, she had let that form go and turned into a tall, thick, buxom owl. Her dress draped over her large breasts and she walked barefoot along the dirt floor.

She was occupied with a stupefied lion student making a ruckus, meanwhile on the other side of the room, Greg, who had been turned into a parrot, heard a slapping sound. There was a lot of chatter and wilderness noises in the classroom but the strange sound still caught his bird ears. Where was it coming from?

He looked out into the trees that covered the side of the classroom. It looked like it could have gone on forever, but the sound wasn't coming that way. He looked behind at a student, Roxanne, who had been turned into a deer. She stared into space, very still. Greg had his eyes off of her before realizing that her arm was jiggling. Was she shivering with fright?

Greg followed her arm down to her lap, where he looked closer and saw that Roxanne had slipped her hand into her pants. The front of her pants moved and Greg made the realization that the deer was pleasuring herself.

"Are you masturbating?" said Greg like it was still a question.

The words got the deer to rip her hand out of her pants and for everyone to put their eyes on her. It was the dreadful spotlight. It was a moment of humiliation but her day sucked so much and all those prying eyes were annoyances compared to the fact that she had been turned into a deer. She gave Greg a sharp look, huffed, and hesitantly returned her hand into her pants.

"Yeah," she said. "So what?"

Her defiant hoofy fingers touched her fuzzy vulva, petting up and down the two lips. She had half of a mind wondering about the male students in the classroom, specifically what they looked like naked. The rhino in front of her had a nice ass. She wanted to see it without any pants on.

"Is this the best time to touch yourself?" asked Greg.

Roxanne didn't answer. Her world was in hell at the moment and sticking her fingers into her vagina made her feel better. She moaned quietly and breathed hard. The occasional press of her lips and the twitch of her hoof toes.

What could anyone do? It was hard to ignore now that everyone had pinned the sound on their deer classmate giving her cooch a massage. They could hear her stressful breathing and the rub of her pants.

Adrienne, a fat girl with glasses, sat behind Roxanne and she had already pondered and prodded her vagina after being transformed into a rabbit. It felt so good. One fingertip down a side was enough to make her quiver. She had stopped herself but with the girl in front of her getting busy like she was alone in her bedroom with a pile of werewolf romance novels, the temptation was building up again.

Her eyes darted around the room. Beside her was her friend Wally, who fell into a mentally compromised state after being transformed into a badger and unable to deal with it. The badger stared at Roxanne, probably instinctually knowing what Roxanne was doing and having a primitive interest in it.

Adrienne crossed her feet and shifted in her seat. Her toes twitched and scraped along the dirt floor. She rolled her pelvis in her seat and let her big flabby ass jiggle. She looked down at her lap.

She couldn't help herself. She rammed her hand into her pants and got busy! She giggled and squirmed as her fingers attacked her sex hill. Her face relaxed, eyes went dull, her ears fell and she let a tongue hang out her mouth. She was in heaven!

The two masturbating girls got uncomfortable attention from the neighboring classmates but the classmates knew that the pair of masturbators wouldn't stop and it wouldn't be long before some other strange occurrence were steal everyone's attention anyway.

Lindsay was an elephant girl seated near Adrienne. She didn't need a what the rabbit girl was doing when she saw her jerk her shoulder up and down. Other students had fallen into an animalistic trance that morning so Lindsay assumed that Adrienne was losing her mind and regressing to her primitive instincts of sating her lust.

Verne was behind Adrienne and witnessing Roxanne touch herself and then Adrienne joining in got the toad boy up in a tizzle! Two girls masturbating right nearby? It's something he never thought he would see!

A warm pressure rang in his loins. Inside his garments, his froggy dick uttered. The transformation into a toad grew the dick larger than what Verne had back as a myuman. The thought of the two girls got the dick curious and it expanded and pushed out, getting thicker. It snuggled into the underwear and struggled to stretch out as it hardened and dug into the fabric.

The shape of an erect penis formed on Verne's pants. It rammed against the front of his crotch then sidestepped down a pantleg. The dick got thicker and longer tunneling down his pants, over halfway there to his knee.

Verne stared into space, the sound of the girls rubbing themselves the only thing he cared to sense and his mind focused on their bodies and what they could do with them. His breathing got heavy.

Lindsay heard the breathing and looked over to see the toad boy with a massive bulge on his pants. She stifled a gasp and turned away in disgust. Verne realized what he was doing but then he noticed how big he cock was. He poked the bulge to confirm it was his shaft.

The transformation gave me a huge dick! thought Verne.

He didn't care for privacy. He unbuckled his belt, zipped his pants down, and reached into his briefs to pull out his nearly foot long brown toad cock. He giggled and bit his tongue while he cranked it like a madman.

Pierce watched the toad boy in front of him slap around his cock like a coked up wolverine and a sweat grew on his fuzzy brow. With a hefty elephant's rump resting in front of him, in arm's reach, Pierce too was thinking of sexy things.

He looked down. He had an erection going up the leg of his khakis. He tensed up and closed his eyes, trying not to think of anything sexy, but the sound of Verne touching himself rung in his ears and in the darkness he could imagine a bunch of otters gathered by the river. They were regular otters at first but then his imagination turned them into myumanoid with large breasts and hefty dicks, hefty dicks like Pierce's own.

He bit his lip and patted his huge dick hoping it would calm down but it only encouraged it.

Darwin was on the other side of the classroom, overlooking the last squad of myumans in the back. Maybe the transformation phase was taking too long, so Darwin got hasty.

She passed by a girl with medium-cut hair and a bit of chub. She didn't even stop to transform the girl; Darwin zapped her with a spell and continued down the aisle. The specie? Darwin couldn't care to notice but the girl took a few blinks and looked at brown furred hands. She took to her bag on the ground and pulled out a mirror.

What was staring back at her was the face of a gopher. No longer myuman, now a gopher.

I'm... I'm an animal, she thought.

She looked down at her brown furred feet. She tongued the giant teeth at the front of her mouth. No longer myuman. Now a beast. She looked around. She was surrounded by beasts. No longer myumans, her classmates were animals. The need for myuman social behavior was dwindling.

No longer do I have to uphold myuman social standards. she thought.

She stared into space, twitched her toes a couple times, and began drooling, saliva emerging from her mouth.

"I'm an animal..." she said, "I'm an animal..."

Maybe gopher wasn't the best specie for the few remaining myumans, thought Darwin. It was the time to round out the species list.

She circled the remaining myumans. The fat girl in the back? She got turned into a chicken! The guy up the aisle? He got a massive upgrade when he was shifted into a panda bear! A girl up front with a beret? She was transformed into a camel!

Darwin didn't stop to tease those on her trail of transformation and set her eyes on Vivian, the last student. Vivian was a girl with long brown hair wearing a zip-up hoody and blue jeans. She looked disheveled with fright which was only about to get worse.

When she noticed Darwin coming her way, she froze up... her eyes wide. She gasped and clutched her hair in fright, "Oh my god..."

"No, no, child," said Darwin, "I am not a god. But I am quite powerful!" She said puffing out her large chest triumphantly. She posed for a moment then got to zapping. With an extension of a feathery finger, Darwin shot a bolt at Vivian.

Knowing what had just happened, Vivian looked down and saw her brown furred hands. She squealed and jumped right out of her chair, bare wolf feet on a dirt floor. She whimpered as she checked her hands and face. When she took her hands to her pointy ears, she let out a gasp. The wolf girl wasn't taking it well.

"To put a bow on this festival of transformation," Darwin raised a hand at Vivian, "a wolf!"

Vivian wasn't having any of it. She was shivering, clutching herself and tearing up. Her steps became awkward and her knees buckled inward. Her toes splayed with discomfort and Vivian took her hands to her crotch.

Darwin realized Vivian was on the cusp of crying. Nothing abnormal but with the wolf girl whimpering, Darwin knew she wouldn't take it well. Darwin knew there wasn't much to be done in that state, either. Darwin gently took Vivian's hands and lifted them away from her crotch. "Don't be afraid..." said Darwin. When Vivian looked at Darwin with frightful eyes, Darwin took a feathery palm to Vivian's cheek. She leaned in close and spoke warmly, "Cry."

Vivian stood still. She ducked her head and sobbed. Watery stains appeared on her jeans. Drops of urine dripped from the fabric and tinkled out the bottoms of her jean legs.

Seeing how embarrassed Vivian was broke Darwin's heart. The professor thought maybe she went too far. She took two hands to bring Vivian close, give her a hug. Vivian sobbed quietly into Darwin's massive tits.

Darwin stroked Vivian's hair gently and patted her back. Darwin patted Vivian and sat her down into her seat. Once more Darwin gave Vivian a pat on the shoulder. Vivian sunk forward and buried her face into her arms, her sobbing quieted.

It wasn't her day, it seemed.

Back on the other side of the room, Verne the frog was still cranking it. The tip of his erect and large penis was moist with precum but he hadn't shot his load yet. He nursed the boner like a... nurse.

Lindsay beside him was a large sexy elephant woman. She had huge breasts hanging out in front of her and a big ass that pushed out many curves on her jeans. Prior to that day, Verne wasn't into plus-size women but looking at the sag of fat on Lindsay's body did it for him that late morning.

Verne wasn't the only one. Pierce, seated behind Lindsay, had the best view of all of her fine curves and was fighting the battle to not reach out and touch her flab and he was losing the battle of not imagining her with her clothes off and her legs wide open.

The elephant had put Verne fapping out of her mind but out of the corner of her eye she saw Verne's gaze. She looked at him and saw the frog boy staring right back at her, eyes full of dreams and his fapping sustained.

Lindsay cringed, "Ugh, you're jerking it to me!"

"Why not?" said Verne, "You're so sexy..."

Lindsay took a deep chilling breath and exhaled nervously. She wanted to ask him to stop but knew that it was a request he would not hear. She shifted uncomfortably in her seat. She took another look at him and saw him staring back.

"So I'm assuming your... junk wasn't that big before?" said Lindsay.

"No." said Verne, plainly.

Lindsay sighed and rubbed a foot into the dirt below. She turned her chair out towards Verne and slumped in it, "Come on... if you are going to masturbate to me you could at least give me decent conversation."

"Ummm..." Verne stopped the cranking for a moment. He thought of a good joke, "I guess.... you weren't expecting to be an elephant today." The fapping continued.

It was an obvious joke but Lindsay appreciated the effort. She giggled, "Noooo, this was pretty low on the list."

Verne grinned, "Hopefully you didn't have plans to see a movie tonight!"

Lindsay rubbed one foot on the other, "I think I had plans to clean my room but," she looked down at her body. Getting used to her new height would take time. "But, I don't think that's happening now. Not sure what kind of plans I can make in this situation."

Verne slowed his fapping to a moderate rub, "In the book Liberators of Dragonwell, the dark wizard Faclon turned a town of people into trolls and enslaved them to dig in the Ravenhind Mine to mine him a stash of Kalvorian gems."

"Uhhh" said Lindsay, "How did that end for the trolls?"

"They were saved by the heroes of the book," said Verne, stopping his cranking to think for a moment, "the hero Argon used the pendant of Recovery to turn them back into myumans."

"Ok," said Lindsay with a cute nod, "Hoping that happens to us."

Verne's fapping picked up again. He grinned warmly at Lindsay and tugged on his dick eagerly. Pierce rolled his toes and clawed his desk. He couldn't take it anymore.

"Let me masturbate to you too!" Pierce announced to the vicinity more than Lindsay directly.

Lindsay blinked, "You want to masturbate too? To... me?"

Pierce nodded, eyes full of desperation.

Lindsay gave a playful sighed and sank in her seat, trunk resting on her chest. She gave Lindsay a look like she couldn't believe what he was requesting but wasn't offended either. She tapped her foot loudly.

"Am I the only one who's not overwhelmingly horny right now?" Lindsay asked with a smile.

"Maybe it's because you are an elephant." said Verne, "Are elephants known for being not horny?"

Lindsay shrugged. Pierce was biting his lip waiting for an answer so she leaned down over his desk, gave a seductive smile and said, "Go ahead."

Pierce could have torn his belt off. He could have torn his pants open- he was so quick. His cock was out, it was long, and he was cranking it like he was swimming upriver from a waterfall.

He closed his eyes and flexed his cheeks with joy. He opened them for a moment to give Lindsay an endearing look and said, "Thank... you."

"Who knew elephants could be so sexy?" said Lindsay.

"I didn't," said Pierce. He leaned back and his chair and lifted his legs to raise his pelvis up, "But I'm learning."

Verne tried to measure Lindsay's height based on how her head was scraping some branches. She was pretty tall, higher than any myuman he had ever seen and probably the same for anyone else in the classroom.

"I want to be an elephant instead," said Verne. He looked down at his long toady cock, "My dick would likely be even bigger!" he broke out into a dorky giggle.

Lindsay looked at herself. When she giggled her fatty torso and made her breasts quake, the slapping of Pierce's jacking off peaked for a moment. Lindsay grinned, "I would want to be a cat. I love cats!"

"My favorite animal is the tiger," said Pierce, "But it looks like the witch settled on otter."

"Favorite animal?" the query was changed for Verne. "In that case I'd want to be a polar bear!"

A chuckle was shared between the three. Their conversation went from one casual topic to another, all the while the two boys rubbed their erect penises. Beads of precum crowned their tips, all the while they had a chat about what kind of vehicle Lindsay would have to drive now that she was an elephant.

Spanks, the feral seagull assistant to Darwin, spotted the commotion from across the room. A couple guys with their dicks out, cranking it like there was no tomorrow? This ought to be good, she thought!

She hopped from one desk to another, cutting through a room of anxious, terrified, and bewildered zooman students. She made her way to the back and landed on Pierce's desk.

Spanks was good at going for a loud, smacky landing. It startled Pierce. His gaze was vacant but he found a dorky smile to give Spanks.

Spanks got a good look at Pierce's schlong. It was ten inches with a hefty thickness. The ridge was strong and Pierce stroked it with a firm grisp of his clawed hand albeit the pacing slowed as the seagull looked at him condescendingly.

She chuffed, "Had to show off, didn't cha?" She took a wing and patted Pierce's hardon.

"I was so..." Pierce nibbed his lip and scrunched his face, "Horny!"

Spanks took a look over at Verne, choking his rod, then up at Lindsay, who seemed uncomfortable but not because of the two young men celebrating her beauty in her presence. Spanks raised a brow, "Aren't you disgusted?"

Lindsay squirmed and clamped her legs together awkwardly, "Maybe? Not really."

Spanks let out a jovial laugh, "Totally ok widdit, aren't ya Jumbo!"

Lindsay blushed, "Maybe with everything that's going on..." she looked around the room, zooman students everywhere, endless forest coming out of most sides of the classroom, "this doesn't seem so bad."

Spanks let out a hearty laugh and flapped up to Lindsay's forehead and leaned down to whisper in her ear, "So which one are ye interested in?"

Lindsay sighed and kept her voice low, "Neither of them." She looked away nervously, frowning, "That's not going to stay the same for long, is it?"

Spanks laid down on the flat bumps of Lindsay's head, resting her head on her wings, "Nope. At least, there's gotta be some bloke around that will get your womanhood burning." She got up to look around and saw only a few others comparable to the elephant's size. "We'll find you a nice bear for you to..." Spanks rubbed the tip of her wing into Lindsay's skin, "stomp around with."

Lindsay gulped. She wasn't sure she could handle having an elephant's libido.

While one side of the classroom was in the middle of a masturbation epidemic, professor Darwin was on the other side of the room making chit chat with the students, and waiting for time to pass.

Most of them weren't up to talk with the demon that turned their world upside that morning but a few of them exchanged words with their owl teacher. Darwin always exhibited more enthusiasm than the students.

The student that Darwin turned into a lion had seen smarter days. By no consequence of Darwin's magic, the lion boy was so excited about being a lion that his mind regressed considerably. He wasn't speaking any words, wasn't staying in his seat for long.

He wasn't alone when it came to unsociable behavior. The rabbit sitting in front of the lion had was so embarrassed by her new form that she shut down. She closed her eyes and sank deep into her seat like she'd break through into the floor. There was the Martin turtle boy to who earlier escaped into the hallways before being captured by a giant lion man and brought back to the classroom with tears running from his eyes!

The tigress sitting behind the lion, with equally as ***soiled pants, tapped the teacher on the shoulder as she passed by. Darwin didn't like being tapped like some stranger on a train but let her annoyance wash off of her.

"When are we getting out of here?" asked the tigress. She looked ***down at herself, "I need to change my pants!" She peered over the lion's shoulder to see his wet jeans, "And I'm not the only one!"

"Thirty minutes." said Darwin. "We can't have you wandering into the halls yet. They are not prepared." She peered over at Martin, thinking back to the one that escaped, "Unless you want to get into trouble."

The turtle boy shied away from Darwin.

Sitting behind Martin the turtle was Longfellow, a squirrel boy who unlike the other students, did not enter the classroom as a myuman. He was a squirrel like any that the other classmates had seen in their homeworld but Darwin transformed him into an intelligent myumanoid and now he was a member of the class aside from being one of the few students with a tail. His large fuzzy tail hung over his chair and onto the floor.

"And how are you adapting, Longfellow?" asked Darwin.

"I'm swell!" said Longfellow, a smile that let his incisor out for everyone to see. He looked around at his classmates, all of them far less jovial than he was, "I... seem to be the only one!"

"It's a shame the other students can't have your positivity." said Darwin, tapping a foot onto Longfellow's. She looked around at other students. Many were sad looking. The chameleon girl had her forehead in her hands, staring at her desk in disbelief, miles away. There was a gloom on the students although the fox girl near the front seemed halfway content examining her boobs.

Longfellow chuckled, "Well I am an uplifted zooman and they were transformed from myumans." He wiggled his butt in his seat, "I was made to fit in here!"

Darwin laughed, "I suppose you are right."

"So..." said Martin, "You are intelligent. You know things?"

"Of course!" said Longfellow. He listed them on his fingers, "I know trees, fruit, plumping, expressionist art, erotic dancing..."

"How about music?" said Darwin. "Do you listen to ape heavy metal, Longfellow?"

"Uhhhhhhh" said Longfellow, "No. I listen to hypnocore, beast rock, donkey jazz, nudity punk, primal club, and bareass fusion."

No one around was versed in music but all of it sounded fake anyway.

"Do you..." the turtle boy thought for a moment, "do you know how to cook?"

Longfellow smiled, kicking his feet playfully, "Nope! Do you?"

Longfellow was a creation of the classroom, an outsider, but his innocence made Martin feel safe. The turtle grinned, "A little."

Longfellow smiled, "Maybe you can make me something?"

Martin blushed, "I... If you want..."

Darwin could feel an attraction murmur in the turtle's loins, and thought that he would make a good roommate for the uplifted Longfellow. She left them to become friends.

Roxanne wasn't slowing down.

The deer girl was still at it, touching herself like she needed to shlick to survive. She grabbed at it and massaged it like kneading dough. Her pants formed wetness of her juices.

Greg the parrot had stopped gawking at her for her touching herself. He turned back forward and kept to pondering his newfound parrot life, legs hanging under his chair, orange feet scraping along the ground.

Roxanne was patient zero for the masturbation epidemic, and it had spread to her neighbor, a chimpanzee girl. Like Wally behind her, the chimpanzee had her mind regress because she couldn't handle the magic of the classroom. She couldn't count past one and she couldn't feel shame for what she was doing.

She stared out into space, a long strand of drool hanging from her mouth, hand down in her pants, stroking herself without a care in the world. Her moaning was low and raspy, her spurts of breath like a dog panting.

The chimpanzee girl wanted to free herself of her clothes so she removed her shirt. The girl was sitting there with only her bra on her body, naked arms and stomach for all to say in their hairy glory.

The sounds of fapping were all around Roxanne. She took a look back to see who else was cranking it and could see a few. When she locked eyes with Adrienne, the rabbit girl looked away. Making a connection made her feel shame for doing something so perverted.

Roxanne looked around more and there it was. Brown, long, and hard. Verne's cock was in easy display and it was tempting. Roxanne watched as pre oozed out of its bulgy tip and slimed down the bulb, dripping off his foreskin onto the ground. She licked her lips.

What was happening to her? She wasn't seriously thinking of having sex with him? In the middle of the classroom? With a frog boy? Those thoughts scared Roxanne but the more she pondered on them the more real they felt.

It wasn't appropriate to think of her deer self as a sexual creature but she couldn't help but imagine herself naked, her clothes falling off her body. Her furry sexy body would be out for everyone to see, but as strange and scary as it felt, it also felt right. She could imagine Verne putting his cock inside her.

One hand stroking her cooch and the other poking her nipple, putting extra force on it to pass through the bra. Did Verne feel the same way? He was jerking it in the middle of class like he was drumming on his knees so Roxanne assumed that he was up for a good fuck and didn't have narrow standards.

She turned back to look at him. He was still rubbing that rocket, talking with the others casually. She could imagine him naked and it made her ooze.

She turned back forward, slowed the masturbation, and took the hand out of her pants. She took a deep breath, got up out of her seat and walked back towards Verne, trying to ignore the uncomfortable feeling of suspense.

As Roxanne approached Verne's fapping stopped. Her breathing was heavy and she had trouble making eye contact with Verne. She exhaled, "Hi."

"Hi." said Verne.

Those around waited for what Roxanne was going to say. A silence fell on the classroom, or at least the vicinity.

"Do you want to have sex?" asked Roxanne.

Everyone was stunned. Lindsay and Pierce were wide-eyed. Adrienne perked and looked back to watch the romance.

Verne giggled and smiled wide. More pre leaked from his tip and flowed down his shaft. He curled his toes and said, "Yeah, I want to have sex with you."

Roxanne smiled and breathed in to heave her chest. She was overjoyed! For some of them, the lack of shame and utmost willingness to get it on was turn on and Adrienne and Pierce both intensified their masturbation.

Verne looked around and saw a nice space within the trees of which extended from the class. It was open space leading into a bramble of trees. There was a spot with a lot of open ground. Verne motioned at it, "Did you want to do it there?"

Roxanne nodded. She unzipped her jeans, took to their sides and whipped them to the floor, panties and all. Around her knees was a pair of pants and her underwear. Her body was out for everyone to see. She had a round ass. Her sex was out for everyone to see. With a puff of fuzz at the top, it was firm, it was glistening, it was passionate.

Verne was so tantalized by her sex that he forgot to stand up to take off his pants. He pulled them down his legs, not realizing he was pinning them with his butt. He realized his error, stood up, and dropped his drawers, hard cock hanging in front of him.

Roxanne blushed and took his hand. His cock throbbed. They walked out to the grove, gazing lovingly into each other's eyes, Verne's stiff cock bouncing up and down. Even as they were watched by their classmates speculating on whether or not they were going to do it, they walked out to the empty space.

They looked deep into the forest. Small lines of light twinkled from within but it was hard to know how deep. Both Verne and Roxanne shared a thought about what could be deep in the forest, but they had other priorities.

Verne looked around, "So... how did you want to do it?"

Roxanne looked at the space and looked at Verne, "I don't know what the position is called." She turned away from Verne, got down on her hands and knees and looked back, "How about this?"

Beneath a delightful round ass, Roxanne's sex was wide open for Verne. He squealed and descended onto Roxanne's back. When he slid his cock inside her, it was like the key to heaven. Electricity zapped down his member and he twitched.

Thrusting began. Verne pumped into Roxanne, smacking his midsection into her firm and round ass. The deer girl's boobs waggled as her body was jostled back and forth. She huffed hard as her hindtunnels were excavated.

The other students couldn't believe what they were seeing. From the classroom transforming, to them transforming into animals, to everyone releasing their inhibitions, to watching two of their classmates fucking on the floor, it had been a wild day in class.

Adrienne watched them pork, Roxanne reaching out her arms and gripping the ground, moaning. The "Aaaaaaa!" that Roxanne exclaimed had Adrienne lifting her feet off the floor, scrunching her face and pushing her hand deeper into her crotch. She grappled the seat's edge with her toes.

The shantungosaurus student, because of his unusually great height, had his heads in the vines above the classroom. The noise below got too much so he pried his head out of the bramble and looked around. He saw his friend Pierce with his cock out and everyone was fixated on a couple students nearby on the floor together. The shantungosaurus bellowed, "What the fuck is going on?"

With one hand on his cock pumping slowly, Pierce used the other to point at the two on the ground, "They're having sex!"

The shantungosaurus looked at the toad boy gyrate into the girl. He blinked, "Wow!"

Verne was holding it in as best as he could, but no matter how hard he clutched his feet, gripped the floor, or bit his lip, the orgasm flared out. His eyes bulged, his ass clenched, and he let out a mighty croak.

The croak vibrated on Roxanne's ears and her climax flared up as well. She bleated, stretching out her head in all directions, bleating up to the trees as passion excreted from her. She bleated loudly to let the wilderness know of her orgasm.

They croaked and bleated together like a symphony. Ooze trickled down the back of Roxanne's legs and dripped on the dirt below. Verne let out one final weakly croak before unhinging and letting his cock settle down. He fell on his butt, wet cock slapped on the ground. Roxanne turned over and sat on her butt legs spread out, juices leak from her sex.

The two smiled at each other and took a moment to relax. Turned out that them having sex in the middle of the floor around the classroom was a good idea.

Teri was having fun jiggling her body. Being turned into a bear put on a lot of weight, but she was fine with that. Groping her own flabby body, grabbing the folds, shifting them around; it felt so good!

There was a shuffling. Sloth was seated behind her and mostly behaved himself. When Sloth was transformed, he didn't only lose his myuman form, he lost his myuman intelligence. Sloth couldn't speak a word or count.

There was nothing else to do so even though it would be uncomfortable, Teri turned around and confronted the sloth. When he stared back at her, his blank expression sent chills down Teri's spine. She knew that not long ago he was an intelligent (if annoying) classmate. Now he had drool hanging from his mouth.

It was worth a shot: Teri asked, "How's it being a sloth?"

Sloth looked at her with vacant eyes. He reacted to her saying something but couldn't have any idea what it meant. He leaned forward to sniff at Teri. Having the sloth breath on her arm gave her a nervous giggle.

What could she do with him? How would he react? She was curious. She took his hand and gave it a soft stroke, and he grinned widely, drooling falling from his maw. He looked into Teri's eyes lovingly.

"What are you doing?" asked the dove student nearby.

"Nothing." said Teri, "Seeing how he reacts."

Teri wanted to scratch his ears but they weren't prominent enough to find them. Did sloths always lack ears? Teri wasn't up on zoology to know the answer. She settled for reaching across his desk and giving him a scratch under the chin. He seemed annoyed but then enjoyed it, lifting it up and closing his eyes with pleasure.

Spanks was doing rounds again, looking for any students that needed assistance or could use for some teasing. She spotted Teri the beary playing around with that dumbed down sloth so Spanks swooped down to see what was going on.

The seagull landed on Sloth's desk. She looked at Sloth with his dumb demeanor and then at Teri. She smiled, "You having fun?"

Teri took away her hands innocently, "No. I was just checking him out."

Spanks chuckled, "It ok, love! You're right to be curious about 'im." Sloth was licking the front of his nose, smiling peacefully.

"He's been... dumbified." said Teri, "What's it like?"

"Like being asleep." said Spanks.

"Is he going to get better?" asked Teri.

Spanks grinned awkwardly, looking apologetic, "I'm afraid not, dear. He's like this forever." She paused, "Well, he might get smart again but as he'll be growing naturally as a person, he'll be a completely different guy. Did you know this bloke?"

Teri shook her head, "Not really. He was annoying, that's all I remember."

Spanks patted Teri's hand, "Whoever he was before the teach zapped 'im, he's gone now."

Teri's nerves grew cold and her heart sank. A person, gone just like that. It was chilling. Teri couldn't even remember the student's name but now his name was next to meaningless.

"That's... that's horrible." said Teri.

Spanks walked up to Teri's arm and sat down beside it, putting her wings behind her head and leaning on the arm, kicking up her seagull feet. She mused, "Eh, after seeing it a few times you get used to it. One day you're touring an art museum with your boyfriend, the next he's forgotten which direction up is supposed to be."

Teri clutched the collar of her shirt, "Is he ever going to be ok?"

Spanks waggled her feet, watching Sloth look around the room aimlessly, spotting anything that was interesting to his primal brain. The seagull said, "Maybe. But not for a long time. He needs to grow up again." She took her gaze above to look at an anxious bear sow looking back at her, "When I was younger I knew this lady named Pauline." She scoffed, "She was a real nasty sort, always hurting people and causing trouble. Stealin'!" Spanks tapped a wing on the desk below, "Then she outsmarted the wrong person and Pauline was captured to be dumbed down like sloth boy here." Spanks grinned, "From what I hear, Pauline bawled knowing what they were going to do with her!" Spanks let out a sharp laugh.

Teri chuckled. "What a baby!" she said knowing she would likely do the same if that was about to happen to her.

Spanks chuckled, "So Pauline got reset. She had to relearn how to put on a bra! It took some time but she functioned as an adult again, and here's the kicker" Spanks checked Teri's arm with a wing, "She's the nicest lady you've ever known now!"

Teri smirked, "I bet a lot of people say that's an improvement."

Spanks nodded, "Yep! Aside from not as being passionate in the bed, she's a more popular lass."

Teri could see the bright side of something like a mind reset. She looked at the Sloth. All she knew of the old guy was that he was annoying but the new Sloth could be charming!

Teri giggled, "I've never been a very sensitive person. Maybe I should get reset and see if that fixes me?"

Spanks gave Teri a look and the bear instantly regretted the joke. Spanks got up and her eyes turned sinister, a wicked smile forming on her beak, "Is that so?"

Teri got up off her seat and stepped back, hands up defensively, "I, I was j-joking!"

Spanks dropped the smile and glare, "I know, dear. I was playing with you."

Being that standing around in the aisles was awkward, Teri shuffled herself back in her seat. Spanks patted her arm gently, "I was just kidding, bear. I would never erase a person's smarts like that on a whim." She whispered low, "But if you're really considering it, we can set you up with a counselor." Spanks pointed a wing at Sloth, the dopey-faced mammal trying to lift his knee to bite it through his pants, "But for now... don't let the intelligence barrier thing should get in the way of a relationship with this chap!"

Teri giggled.

Spanks grabbed Sloth's attention by gazing at him with eyes that shift colors. Sloth stilled and could only look at Spanks' eyes.

"Sloth," said Spanks, "Look at the bear and say I want to be your boyfriend!"

Sloth raised his head, looked right at Teri with conviction he hadn't shown prior that day and spoke allowed, "I w-ant t-o be you-r boy-f-friend." Spat slang from every syllable and he emphasized some words wrong, but the primalized sloth completed a sentence.

Spanks giggled, "He doesn't know what the tar he just said!" It was a phonetic recitation, not the sloth understanding the words.

Teri shared a chuckle with the seagull.

Adrienne and Wally had been friends that entire year, even if it wasn't a very long time. They had grown close as friends quickly and found a friendship between each other. Wally was often a crass fellow but had a good heart and Adrienne was used to nasty humor.

Even in that strange morning where the classroom was being transformed, Wally passed a few rude jokes Adrienne's way and teased her a bit, but it was Wally who was so scared that his mind regressed to a feral state.

He was too dim-witted in the moment to make fun of Adrienne as the rabbit watched two of her fellow students fuck on the floor nearby. Verne and Roxanne had removed their clothes entirely and tossed them aside on the ground. They mated, Verne's throat puffing out with squeaky ribbits and Roxanne moaning as the toad fucked her doggystyle.

Adrienne rubbed. Her asscheeks twitched, her eyes narrowed, she bit her lip with her big incisor, and she smacked her feet against the desk legs. She was getting physical with it!

There was then a loud smacking. Adrienne looked over to see her stupefied friend Wally with his fly down and his dick out. It was erect as a statue and Wally was churning it contentedly, his eyes relaxing at the feeling of jerking himself off.

As hypocritical as it might have been, seeing her friend carelessly jacking off sent Adrienne into a slew of titters. She had to press down hard to stop her from breaking into a loud uproarious holler.

A big smile curved on Wally's face, sharp teeth exposed. He was miles away, the dumb brute only concentrating on moving his palm up and down his shaft.

Adrienne was stuck into a giggling fit but as she watched her badger friend crank his cock, she got a better look at it and realized it was very... big. And long. And its sandy pink surface had the texture of an invited leather chair.

Oh no, thought Adrienne, I want to fuck you Wally. I want to fuck you so bad.

Darwin was cruising behind the classroom, having no clue about the masturbation party going on in the room's right side. She gave the area a carefree glance and noticed Pierce's cock out. She hastened her march to deal with it quickly when she noticed two naked students in the trees. They were laying down beside each other, clothes disregarded, and Darwin knew what they had done.

Verne and Roxanne were in the recovery state after their second round. The sat on the ground, shaky arms and hands holding them up, surrounded by their disregarded clothing. She caught their breath while juices leaked off and out of their body parts.

When Darwin drew close, she blocked the classroom's ceiling lights like a giant. She saw the pants that the two criminals left on the floor. Her angry eyes glowed in the shadows. Verne and Roxanne turned cold with her gaze.

"And what are you two up to?" asked Darwin.

Verne gave a nervous grin, "We were doing exercise."

Roxanne shared the nervous smile, "Yeah yeah!"

Darwin took a few step closer and her big feet thumped on the dirt floor, talons digging within. She took two hands to her sides, "Do I look like someone you should lie to?"

"Uh-h-h!" Verne tensed up, cradling his legs together and shifting backwards. He gulped and looked Darwin in the eye, "We were... having sex."

Darwin sighed. She'd rather die than punish her students harshly for engaging in the greatest pastime. She motioned them up, "How about... you get back in your seats and we ignore this little session?"

Verne and Roxanne nodded. Darwin walked off to the front. Adrienne and Pierce quit playing with themselves when Darwin came around, but Wally was still going at it. Either Darwin didn't notice or she didn't care, but the professor let Wally go nuts with his nuts.

With dirt covering their butts, Verne and Roxanne got up, picking up their top wear. Verne slid his shirt back on and Roxanne snapped her bra back on her chest, then collected her shirt. While putting it on, the two walked over to Verne's desk where they dropped their drawers.

They stood around their pants, looking down at their drawers. The idea of sliding those garments back on was unpleasant. They wanted to be bareass! Roxanne looked up at Verne, "Let's stay bareass."

Verne nodded. They reached into their pockets and collected their wallets, took the pants, and put them in the trees. Verne went to his seat and Roxanne to hers.

With Verne back in his seat and his toad cock hanging over the edge of the seat, Lindsay looked down at the bareass toad. She snerked, "We got a streaker in class!"

Verne smiled wide and ribbited.

Roxanne sat down at her seat, Greg looked back at her. Even with her fucking in front of the class, Greg was still shocked to see her return to her seat with no pants on.

Roxanne saw Greg staring at her, and in another act of defiance she spread her legs open, giving Greg a peek at her pussy. There was a bit of pubic fur and it was a bit red with all the fucking Verne did to it, but it was nice to look at. Greg let himself enjoy the view and smiled warmly and gave a thumbs up, and Roxanne gave him a smile back.

Darwin walked up and saw the blue whale student, who fainted, was still fainted on the dirt floor. The situation must have been intense for him as he still hadn't woken up from his nap. Then Darwin wondered if maybe he woke up, and then freaked out again and passed back out.

The owl professor walked up to the student. His large whale mouth was open a crack so his large whale tongue flopped out in front of him, wetting the dirt below.

Darwin took a scaled foot to his torso, "Come on, now. Wake up."

The whale groaned and blinked his eyes before the feeling of largeness came over him. Moving his body felt like he was moving machinery. He saw his huge mouth, his arms, and his oversized body.

"Oh God." he said, looking at this hands, "I'm a monster."

He got up on his ass and looked over himself some more. Darwin sat down beside him and patted and arm (because his shoulder was too high for her). She said, "You're not a monster. You're a whale."

The whale bunched up his legs to his body and held them, a terrified look in his eyes. The owl scooted over and let her waist touch his. She reached a foot out to rub the ankle of his big foot.

"I know you're terrified right now," said Darwin, "but you are on the cusp of a new magical world, full of surprises and joys." She reached up to pat his knee, "Just hang in there."

The whale looked at her and sighed, "Like what joys?"

Darwin thought about careers available to students, but he wouldn't have had the context for why that would be fun. Nor the places he could travel. Sadly, she had to rely on the default reason why the whale should be happy to be in this new realm.

"For one," said Darwin, "You have a huge cock."

The whale blinked, then looked down at his pants. He took a finger to his crotch and was stunned. There was a lot of meat inside his slacks. The whale was PACKING.

He smiled, "Oh wo-o-o-ow!"

Darwin grinned, "Feel better?"

He got up on his feet, his large height touching high into the trees, "Much better."

Darwin brought the whale to his seat and continued wasting time by circling the class until the period was over.

It looked like the entire class had been transformed. There wasn't a myuman left... aside from Chris. Chris was a brown-haired boy seated in the back corner of the class behind the shantungosaurus student. When such a large creature is in front of you, no one can see you, not even the teacher or her seagull assistant.

Chris had kept quiet. Growing up in a house with temperamental parents, he was cautious to say anything when he felt like he would be punished. He kept quiet, unsure how to inform the teacher that he had yet been transformed. Maybe if he didn't say anything, he would avoid an animal form.

But he couldn't think of anything to do. Chris saw the room look like it was slowing down and its voices fading into the background. As it descended into quiet, other sounds became apparent. At first it sounds like the echo of pennies dropped down a well, but then it sounded like a voice.

Where was it coming from? Chris looked behind and gazed over the endless forest beyond the classroom. Sparkles of light were deep in the nethers of the trees and the rays that shone the classrooms way almost danced.

He heard the sound again. He looked behind and could have sworn that the light was speaking to him. He got up out of his seat, quietly not to alert anyway. He couldn't see the teacher anywhere near him so he crept backwards, bumping his butt on the counter but moving past and entering the trees.

The classroom got further away and the chatter of the class vanished. He was bumping into a few trees and branches with his eyes on the classroom so once he was in the clear he turned ahead and looked where he was walking to.

The forest went on for as far as Chris could see. No matter how far he walked, the forest extended further. He saw various birds, squirrels, and even a lizard in the forest. They looked like normal animals, but he wondered if there was a wolf around.

As scary as the forest seemed, he didn't want to go back to the classroom. He wanted to flee whatever force took over his Anthropology class.

After a couple minutes, or what he assumed was a couple minutes, he noticed the animals behaving differently. There was a line of birds, rabbits, raccoons, and frogs, walking on two legs. Their forelegs were out in front of them, extended but the ends hanging down like they were doing an impression of a zombie. It was strange but Chris found it a little humorous.

Further in and there were tables on the ground. Tables, furniture of many kinds. There was a mirror hanging on a tree. Chris walked up to it and looked at himself. He was still Chris. Nearby there was a chair up against a trunk, its form sinking into the bark.

A few steps away there was a table set around a tree like the tree grew up through it. There was a nice looking bench with a wheelbarrow stuck at the end of it like it warped in to the bench's shape.

Chris traveled deeper into the forest although he had lost his sense of direction. It was worrying but the forest was turning into such a fascinating place, he wanted to explore more. There was a section where on the ground, geometric shapes stuck out of the dirt, many reaching three feet all. Some were cubes, others were polygonal but they all had a black, rocky smooth surface.

When Chris saw a tall myumanoid in the distance, he was cautious. He did behind a tree and watched her. The myumanoid had a body of pure blackness, but she had a thick feminine figure.

Chris got closer to inspect the creature. She walked up to a dresser placed in the middle of the forest floor. Looking into a mirror with eyes of pure menacing white, she picked up a piece of lipstick and pursed her large mouth to apply. Inside her mouth were long sharp teeth.

She was terrifying, but couldn't help but be fascinated with her figure. Her ass was big and round, covered in a pair of jeans. Chris edged closer to see what the words were printed across her rump: DAD'S TROPHY. Chris circled out front and saw the female wear a crop top on her large breasts. More words: SLUT. On the crotch of her jeans, she had FACTORY imprinted on them. The flab from her belly hung out and her goblin feet were bare.

She didn't seem offended or hostile to Chris' presence. Finishing her makeup, she turned herself to Chris almost to show off her sexy body, made a grunt, then walked off into the trees. Chris continued on as well.

The far horizon changed. No longer were trees in the distance. It looked like sky. It looked like open ground. Chris got closer and it looked like grass fields although the sky was dark like it was about to rain. His pacing picked up. Had he escaped?

He broke out of the trees and looked over the fields, the grassy plains going on into the horizon, only broken up by dirt cliffs of eight feet or less. Chris hoped to be back home on Earth but it seemed like he was in an even more alien world.

The wind blew strong and the sky looked unstable. As Chris walked, the "cracks" in the sky he was watching moved along with him like they were closer to him than he thought. They weren't high in the sky, miles up, they were closer.

There was a shimmer in the air like a large pane of glass reflecting light. It was huge and it took shape, looking like some kind of figure or maybe a rift in space. Light bent around the form.

Chris stopped and stared at the thing. He blinked trying to make visual sense of it, but as he stood there looking it, more color revealed itself. It's surface looked like a starry sky with an uncountable amount of twinkles in its black sea.

Chris' breathing got rapid and he wasn't sure if his eyes were betraying him. The form was like looking through the universe, seeing galaxies all at once. Dancing ribbons extended from the form to grab more of the clear sky.

Rahlepuh couldn't notice Chris in return. The five million year-old dimensional traveler could sense the myuman if it tried but it didn't know a reason to. It looked around with all but a few of its 5,205 eyes.

Chris saw those eyes and a bolt of fear shot right through his brain. He tensed up, his eyes went wide, and he screamed. He screamed loudly and unstoppably. All it took was a single iota of Rahlepuh's existence to reach Chris and the myuman's mind was full of terror, even in parts of the brain that did not deal with terror.

His form turned into a chicken's bawking in terror. His form turned into a girl's screaming once again. His form turned into a crocodile. Myumanoid or feral, he switched through several animal forms. He turned into alien species, screaming in a bellowing tone. He turned into various kind of elementals, exhibiting fires and electricity in terror. He turned into a hurricane. He turned into a small string of atoms. He turned into beam of light. He turned into a composition of donkey jazz. He turned into the time it takes to boil a pot of water.

He turned into a thousand different forms and then he turned into a washing machine, and he rested on the grass by Rahlepuh and his washing machine mind wasn't as powerful as a myuman's so he had lost most of his intelligence but after staring into the eyes of Rahlepuh, most of it was wiped out anyway.

Rahlepuh moved on, to another dimension where nobody was meant to know it.