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James didn't have much going for him. He wasn't large. He wasn't small. He wasn't even ugly. He was alright looking by most accounts; he just didn't really stand out. It worked all right in high school since he could slink into the crowd and avoid bullies, but back there he had had all his old friends. His relative anonymity was getting to be tiresome now that he was in a new city and a new school.

He had been so looking forward to college because he had heard about all the great parties that he could go to, but having gone to a few already, he could safely say they weren't any better than the ones back in high school. He spent the entire time with his back to the wall and a red solo cup in one hand.

James let out a sigh as he trudged into his last class of the day. It wasn't even a real class; it was just a TA session. Every Wednesday night, his physics class had an extra hour long session tacked onto his already tedious schedule. The only plus side was that the nerdy bear who instructed the class during this period was hella cute. The black furred ursa was a little on the chubby side, but he carried his weight well. His small, round, thin, gold rimmed glasses gave him an endearingly goofy look like something out of a children's book. Even the bear's name was cute. When James had seen the name "Mathis" on his syllable he had expected some dour old geezer or some Axe'd up dudebro. He was very pleasantly surprised when the cuddly looking grad student had shown up and insisted they all refer to him by his first name, Donnel.

James threw his book bag under one of the desks and gave a nod of recognition to the lion seated two seats down. This was the closest thing he had to a friend this early into his new school life. With any luck, by midterms they would even know each other's names.

James whipped out his cell phone and began flipping through his various apps. An errant porn gif crossed his dash which caused him to hastily turn off the screen. The last thing he needed was one of the other students to catch him staring at big, floppy, dongs in the middle of class. He took a quick glance around to be sure no one had seen him; he seemed to be in the clear. He let out a sigh, and waited for his dick to decide to forget what he had seen. His own respectable cock was refusing to obey and steadily chubbing in his loose cargo shorts. James could do nothing but slump back into his chair and wait. He might not have much going for him, but what he did have was an overactive imagination. His mind was still replaying that pixelized cock bobbing and flopping in rhythm with the deep thrusts that the dude was receiving from behind.

James stared into the blank screen of his phone. He was too afraid to turn it back on for fear of someone catching sight of the gif that was most assuredly still playing on his dash. All he could do until the TA decided to show up was stare at his own reflection in the black screen.

The gazelle staring back at him looked just as skittish as he felt. The thin, face was covered in reddish fur and had a few white stripes along the side. The tussled mop of light brown hair looked like something from the Beatle's early career. He wasn't particularly fond of the Beatle's or their hairstyles, but he had been too broke to get a haircut and too lazy to touch a brush in months.

The lean gazelle absentmindedly twirled the phone in one hand as he watched the second hand tick away on the old and busted little wall clock that had probably been mounted on that same wall since the physics building had been christened in 1973. Eventually, the cute, chubby bear staggered into the classroom, huffing slightly as he struggled for breath.

"Alright class... Get your books out... we're going to review for your first exam." Donnel rattled on between gasps for breath. It was obvious that he had been running to get there. A slight layer of sweat had soaked into his shirt causing it to cling to his fur. It wasn't the first time Donnel had shown up to class slightly late and even more out of breath. Apparently he had one of his graduate level classes all the way across campus that let out immediately before the class he was scheduled to teach. It was no doubt a serious inconvenience, but James couldn't help but wonder if the chubby bear had lost a few pounds over the last few weeks. James was sure he could see a little definition showing through the TA's clinging shirt.

James never really had trouble in physics. He could memorize formulas and laws and theories really easily. This class was going to be ridiculously boring for him. Sure enough, his mind began to wander within the first five minutes of their review. His mind always wandered in this class, but he never got called out on it. His eyes were glued to the cute TA the whole time. He was sure that Donnel had lost a little weight in the past few weeks. James couldn't help but think how much better he bear was looking now. James mind began to drift farther and farther. Donnel was cute now, sure, but he'd be frickin' hot with a bit of beef on him.

James's mind drifted to thoughts the chubby black bear filling out his green and white plaid button up shirt with brawn instead of pudge. James could actually see that bear's shirt fit him snugger as his flabby little moobs gave way to thick slabs of brawn. As the bear's shirt got tighter and tighter, the ripples of his toned, beefy abs began to show through the front of the fabric.

The bear's chest got wider and thicker as his pecs and lats grew and spread. The TA's now huge muscles pressed against his shirt on all sides causing the fabric to pull away down the center. Large gaps could be seen up and down the front of his shirt as the buttons struggled in vain to bring to two halves of clothing together, and still the TA kept swelling. The buttons eventually gave up the ghost and began to burst free at mach speeds. The miniature projectiles ricocheted off of desks and walls, but no one in the class seemed to notice.

The TA's shirt sleeves ripped loudly as the bear's huge, muscular arms got to be simply too much for them to handle James was actually a little startled by the noise, but it alerted him to all the growth going on in other areas as well. He could see now that it was not just the cute teacher's chest that had been beefing up, but the rest of him as well. The seams of the TA's tight jeans were already showing signs of popping and snapping. It was obvious that his thick, brawny quads were going to overpower the tight denim at any second. James's eyes focuses on the cute bear's pants as he waited with bated breath for those to follow his shirts example.

As James eyed the teacher's lower half he became aware of the pronounced bulge in the front of the bear's jeans. James had to silently give his subconscious a mental high five for thinking about that too. It was only fitting that such a massive, burly stud of a bear have a cock to match. James couldn't wait for the beast to burst free of its cruel captivity. Something that great deserved to be seen by all.

The lanky gazelle bit his lower lip as he stared at the lewd sight before him. He wanted to rub one out so bad, but he dared not do so in the middle of class. There was no telling just how much of his actions would be visible in the real world. He might find that he would be beating off in the dream and also in front of the actual teacher.

With an audible shred, the bear's jeans burst into ribbons, leaving him completely nude except for a skin tight pair of grey boxer briefs. The briefs did absolutely nothing to disguise the magnitude of the TA's cock. It was thicker around then James' skinny arm and well over a foot long. The thing had to be closing in on two feet. It was impossible to tell for sure due to the way it bunched and folded in the confines of the teacher's way too tiny undies. James's jaw dropped. That thing was that huge and still soft! The massive dick was accompanied by two equally massive, cantaloupe sized nuts. It was a miracle that the immense package was still contained within the thin layer of fabric. 'Not for long." James thought to himself with a smirk. This dream was too good to stop now. He was going to go for the Full Monty.

The TA had another surge of growth, but still no one except for James seemed to notice. The last vestiges of the bear's clothing broke away, leaving the now towering wall of black furred beef completely nude. His huge, nude TA still paced and spoke confidently as he rattled on about gravity and inertia and friction and wind resistance, but James couldn't care less about that shit. The TA's cock was so huge that the head of it grazed the ground as he walked. The shaft was as thick around as James's lean waist. The two enormous nuts were now the size of jumbo beach party beach balls. His broad chest was almost three times as wide as James's shoulders. Either individual massive pec was easily the size of James's Torso. James could curl up like a cat and nap on that broad, burly chest of he wanted to, and he really wanted to.

James was so entranced that he just had to get up and get close to that. He had to feel those glorious muscles against his flesh. He wanted to rub his tongue against that colossal dick. James smirked as he noticed the steady chubbing of the teacher's cock. The gigantic schlong steadily hardened and lifted itself up and up. James couldn't have peeled his eyes away if he wanted to. He couldn't be sure, but it was almost as if the giant dick was reacting to his thoughts.

James shrugged and rolled with it. This was his dream after all. He began imagining even more lurid acts he would do if he ever got the chance. He wanted to straddle that giant cock like a roadhouse mechanical bull and ride it as it bucked and lurched. He would latch his arms and legs across it and rub his tongue along every inch that was available to him.

The TA's giant cock was already oozing pre and shuddering in response to James's imagined touches. James wanted all the cum that was contained in those massive, black furred nuts all over him. He was just about to hop up from his seat and begin attending to Donnel's amazing, growing, dream cock, but the teacher seemed to be one step ahead of him.

Donnel set down his text book and went about pacing around the room while absentmindedly stroking his colossal dong. James's eyes followed him intently as did the eyes of most everyone in the class. James couldn't help but wonder if anyone else was part of his dream. All eyes seemed intently glued to the now beefy instructor. Quite a few students had a pink tinge of arousal visible on their face. James could even catch sight of a few boners pressing against the fronts of some of the guy's pants. One or two of the braver ones even had a hand down the front of their pants shamelessly stroking their hard-on. He quickly dismissed the idea. If anyone else could see this, surely they would have freaked out by now.

James shoved his doubts and inhibitions aside and slowly walked up to the TA. No words were exchanged, but the look of sheer, unadulterated lust in James's beady gazelle eyes made it absolutely clear what he wanted. He got down on his knees in front of the massive, muscular bear and began to stroke and lick the enormous cock. James dug his own respectable bulge against the soft underbelly of the massive cock and began to grind passionately. He was so overcome by the sheer magnitude of the cute young teacher that he forgot everything else. The thick, veiny cock pulsed and shuddered against his face and chest. James knew it was only a matter of moments before it blew.

Seconds later, James was knocked to his feet by a surge of jizz from the monstrous cock. The spooge was so warm and thick that it was like being bathed in tar, but it smelled and tasted so wonderful that James didn't mind at all. The thick, goopy spunk soaked his clothes and clung to his copper brown fur, and yet more and more kept flooding from the bear's immense nuts.

By the time the torrent of spooge had tapered off, James was so coated that his own load was completely lost in the giant tidal wave of spunk from the teacher. James could do nothing by lie in the giant puddle of spooge that now covered the entire front of the classroom.

"Oh! I'm terribly sorry. I don't know what came over me!" Donnel sputtered in shock. James chuckled silently to himself. The young gazelle knew exactly what just came over him. The huge, brawny bear slowly reached a hand down to help up his jizz soaked student. James reached up and accepted the teacher's help.

James was feeling so great from the intensity of his own climax that he was only vaguely aware of how sticky his fur was now. His gut felt pretty heavy too. There was no telling how much of the salty spooge he had guzzled in his erotic trance. James's eyes slowly scanned the classroom. All eyes were on him now. The other students looked at him with a look of awe, shock, and even some jealousy.

As the afterglow slowly began to fade, James was snapped out of his trance by a loud, rattling ring from the bell. He nearly jumped from the shock. He came crashing back to reality. He suddenly felt incredibly embarrassed. All the other students were gathering their books and packing their bags, barely paying attention to him, but one or two would occasionally glance his way. Something just seemed off. He was sure he had woken up from his dream, but he was still coated in spunk.

A firm hand on his shoulder brought his attention back to the cute bear. James looked up to see that same cute face looking down on him, although the face had noticeably trimmed down since the beginning of class. No surprise there, considering the TA no longer had an ounce of fat on his. He was now a huge, hulking muscle god with a four foot cock.

"Again, terribly sorry about the mess... You know how it is with guys like me... Sometimes we just can't help it." Donnel said apologetically. "Although... Given the lengths you went to to get me off, I suppose I can't really take all the blame." He added with a sly wink.

James was dumbfounded. He could no longer tell the difference between his dream and reality. Just how much of what he had dreamt had he really done? Had he really transformed the cute, portly grad student into that massive, nude wall of brawn and balls? The real question was could he do it again if he wanted to? A devious smile crept across his jizz-coated lips. This was going to be an interesting semester after all.