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It was his dorm room but in John's eyes, it wasn't a dorm for a student-- it was a patch of wilderness. The shantungosaurus, 13' in height, looked around and aside from some furniture, the place was a wide open patch of jungle. John assumed that the college was a full building but he looked up into the canopy, it looked like the trees went up forever.

Near the entrance there were a few dressers, big enough for John's new form.

"[i]Johhhhhn![/i]" a voice was heard.

From the canopy above came flying in a seagull-- Spanks. Spanks, a talking magical seagull that served as a teacher's assistant to John's new professor.

John took a step back when Spanks landed on a tree branch in front of him. He said, "You! What are you doing here?"

"Innit obvious, love?" said Spanks. "I'm your roommate!"

"Really?" said John. "I would figure my roommate would be a..." he looked at himself and held out his arms-- "a human-like person. A student."

Spanks laughed. "That's usually the way of it, but I can get so lonely by me lonesome." She smiled. "I'll be makin' a great roommate! You'll see!"

John frowned at this news. Spanks smirked. "What's got you? Aren't you happy you got me 'round?"

"Not really!" said John. "You're the one that dumbed me down!"

It was back at class where Spanks hypnotized the still human John into a primal state-- a state in which John had very low intelligence and he made a fool of himself. When he came out of it, he was very embarrassed!

Spanks snerked. "It's not me fault you humans never tink to wear pads!"

John wandered around, pacing across the dirt floor. "I don't want a roommate that's going to zap my brain like that. You... hypnotized me."

Spanks got down on John's shoulders and gave him a sincere smile. "I promise ye, John. I will not be hypnotizin' you again." She wasn't sure if it was the truth while she said it but then decided she would keep her word.

"Ok," said John. "I just need to cool off."

Spanks looked over into the trees. Behind a few of them, there was a body of water the size of a spring. "Cool off? There's some water deeper inside if you need a dip, love." She pointed at the dresser. "And there's clothes in there for ye."

John looked at the dresser and walked over. Inside was a few articles of clothing. John took a pair of pants and underwear and took them over to the pond. The water was still and clear with just a couple frogs hopping around-- real frogs, not the humanoid ones.

He walked up to the water and dipped a toe in. It was a little chilly but he would put up with it. He started by undressing his shirt, revealing a scaly body. John had to take it in. He dragged a hand down his front. It was his body, but it felt alien. The scales were smooth but hard. His body didn't look very chiseled but he felt strong. His fat around his waist had bunched up more, a pudge hanging off the front and sides. He flexed an arm. His biceps didn't jump up very high but when your arm was ten inches in diameter that didn't matter.

He looked down at his pants, then turned over to Spanks, perched on a tree. "Could... I have a little privacy?"

"Privacy?" said Spanks.

"I'm going to get naked," said John, "and I don't want anyone seeing!"

Spanks huffed. "You've seen [i]me[/i] naked!" She rotated around so John saw all of her feral body.

"That's different!" said John, but his voice dropped confidence as he said it. Maybe it wasn't different.

"Come on," said Spanks, "Lessee those big green cheeks!" She cawed in excitement.

John sighed. He unzipped his pants and dropped them. But there was also something out [i]front[/i]. The bulge on the front side of his underwear got him anticipating. The transformation increased his size a lot, in height and weight. But what about his junk? He folded down those briefs, and out it popped. It was green. It was big. Fuck, it was like John had borrowed Godzilla's penis.

He let the briefs fall and took a hand to his massive rod and balls. He had a full butcher's shop hanging off of his front. He was so shock he had forgotten how to laugh with joy. He poked the balls-- so hard and big. He rubbed down the shaft-- what an anaconda!

Spanks fell in love with the big green cheeks John was showing her, but John was captured with something so Spanks flew over to another branch to get a new angle on the dino.

She was expecting a mighty package, but even if it was something she had seen something like before, getting a glimpse of that DINO's massive meat parade got Spanks' heart racing.

She flew down to the ground in front of the dino. It was [i]huge[/i], and Spanks predicted that it could reach out two two feet when the boy was aroused. "My! You have quite the package, you do!"

John blushed. He had a massive penis and he was already showing it off to a [i]girl[/i] although a feral sort. He slapped it up and down. "Wow! I got a huge one."

Spanks chuckled and walked up to John to tap him on the leg with a wing. "Good thing I have you as a roommate den, my big love slave!"

John snerked. "How is that supposed to work? My dick is bigger than you!"

Spanks snerked but kept quiet. Her plans had yet to arrive.

Spanks left the dino to clean himself while she took a quick fly around the academy. John got into the water and washed himself off, tempted to start playing with himself and see what his new cannon could do. He fought the urge, even if thoughts of naked dinosaur girls had crossed his mind. Strangely, it was the thought of the daughter character from the TV show Dinosaurs that got John erecting the quickest.

His dick rose. Yes, the thought of the dinosaur girl got him excited. How good it would have been to split her legs. Thinking about it he realized that she would have come up to his waist if he remembered the character sizes alright. Up to his waist though. That would be the perfect height for her to suck his...

John stopped. Was he fantasizing about dinosaur puppets? But he looked at himself-- he was a dinosaur himself. The chances of him finding someone who looked like the characters from that show were not impossible, or so he assumed. He thought about other kinds of girls-- rabbit girls, elephant girls, ostrich girls, panther girls. All of them naked, and all of them wanting his huge cock. They would splay their legs and flash their pussies at John.

John reached down and cranked his penis slowly. It got hard. Even with how weird everything was and how stressed he was, blood circulating to his penis made John feel good. The thing rose. It was already a thick puppy, even when in rest, but it's size ballooned as John got thinking about horny women wanting to take his cock.

And what a cock it was. John cranked and it got bigger and bigger. He was adjusting to his new size so his dick didn't seem that much larger when compared to the rest of his body but measuring it against the trees, he knew he was packing something that could reach two feet.

He looked at it. The massive beast. If he put this in any girls he knew, it would have broken their bodies. He cranked. He thought of fucking girls, bit his tongue, and jerked himself off.

It was so disgusting to think about fucking animal girls: the elephant girl in his class, the owl teacher that transformed everyone, and the mom from the Berenstein Bears-- those were who his babes, his new hotties. He wanted to fuck them.

He wanted to rub inside them.

John moaned. White burst out the tip of his penis, spraying the water and the dirt floor. He ejaculated. His big dino balls evacuated a surge of cream, its bursts like condiments being blasted out of the bottle. John screamed and let himself sprinkle the area with his prehistoric jizz.

As he calmed, he grinned. Jerking off feels good as a dinosaur too.

He cleaned himself, got out of the water and went back to the front of the "room" to find a towel. There was one on the dresser and he went back to the trees to get the clothes his hung up. Putting a simple t-shirt and pants, he was feeling comfortable again. For a moment, until he had to ponder the fact that he had been turned into a 13 foot dinosaur and was now in a school for animal people.

He didn't know what to do and he was scared of going back outside into the hallway. He was a little thirsty and he saw a fountain somewhere in the trees so he walked over there on bare feet across forest floor to the basin and scooped up some water to dive down his throat. Near the front of the room where the dresser was, John found a bowl of fruits although the apples were closer to grapes at that size. He had a few, didn't feel that full, but didn't want to eat Spanks' entire fruitbowl.

"I'm [i]baaaaaack![/i]" said Spanks as she flew in from above.

John looked above. He couldn't hide his discomfort with Spanks being around.

"What am I supposed to do now?" asked John.

"Maybe hang around," said Spanks, resting on a branch. She leaned her face close to John's and smiled. "Maybe [i]fool[/i] around."

John chuckled. "Oh really? What am I supposed to do with..." he looked around... "a dresser, a fountain."

"Wot?" said Spanks, "you have me! And..." She swept down on his shoulder, "I've been [i]waiting[/i]-- waiting [i]long[/i]-- for a roommate like yerself." She lifted her beak to the air, sorrow in his eyes. "It's not everyday datta 13-foot man comes through this academy." She gently poked her beak into John's chin. "And I need men of a larger persuasion to please me."

John thought she was joking. He chuckled. "And what did you want to do? Perch on my dick?"

Spanks smiled and landed on his snout. "No, of course not!" She leaned in and hugged him. "I wanna do all sorts of lovely things wit' you."

She was a magical creature, it was obvious, so John wondered if the regular-sized seagull could take even the fiercest of fuckings.

"It doesn't seem like you could do much for me," said John, sounding a little smug, "I'm way bigger than you!"

Spanks snerked and then flew down to the middle of the floor, facing John.

John wasn't sure what she was doing, but there was a sudden "pull" towards her...

...and then her form exploded!

In an instant, Spanks was eye to eye with John, a new demonic head with three pairs of deep purple eyes glaring at John. She had flairs coming off the side of her head, looking like a dragon. Even her beak was more reptilian with the lips crackling with edged bite.

Her form was humanoid too. She had two pairs of scaled arms (very buff) coming off of her shoulders and a set of large feathered wings behind her. She was naked, so her humongous downy breasts hung out in front of her. Going down, her crotch was brambled with coarse downy and her sex was out for everyone to see, craven like menacing mountains on the horizon.

Her legs were tall but powerful. She stepped on digitigrade scaled feet that were webbed but also had tremendous claws.

John was struck. He lost his breath and his heart stopped.

Spanks growled and took John in her hands, all four of them, and lifted him off the ground, causing the guy to grimace and squeal. As his feet left the floor, he flailed his legs, trying to escape, since his arms were too constrained to do much movement.

Spanks growled and glared as she brought John up. He whimpered. She would show no mercy though.

She took a breath in and let out and shattering roar, bombarding John with a rush of terror. He was so scared he couldn't even scream. His face, dropped. His eyes went to the side. His body went limb, legs dropping down, feet dangling.

The scream continued and John trembled his mouth quivering like a worm under the sun. His eyes leaked tears and the pupils turned so small they might as well not have existed. He shook inside Spank's hands, spastically flailing to break free but failing. His mind was feeling so much terror he could have died.

Then... he dropped. His head sunk to the side, eyes closed, and tongue hanging out.

Spanks stopped. The dinosaur boy had fainted.

"[b]Better call the supply office to wheel in some salts![/b]" said Spanks in her abyssal voice. "[b]This young lad's gone passed out![/b]"

John moved. He opened his eyes, realized he was still in the clutches of Spanks, and panicked. He whimpered, looking into Spanks' demonic eyes.

"Please!" said John, "Don't eat me! D-don't kill me! I don't want to die!"

Spanks glared and moved her face to John's. John squealed but Spanks dove her mouth into John's and slipped a tongue in there. John was confused, but then realized she was kissing him. It was uncomfortable but after a few slides of her tongue going over his mouth, he felt he wanted it.

He relaxed and got macking, chomping into Spanks' beak. John pushed away. He tried to say his grievances, but Spanks' eyes turned a deadly white and a rush of terror entered John's mind for a second then was swiftly replaced with a need for physical attention. He tried to reach for Spanks, almost like a twitch, before he realized what he was doing.

What caused him to do that? He wasn't sure. Spanks put her face back in his and John kissed, wanting it more again. He felt a pressure downward. A dick erected out into his pants. He was [i]aroused[/i].

Spanks sensed this and took one of her arms down to feel the guy's crotch. She rubbed John's dick through his pants and moaned. She ran a hand down his shaft and made John moan too.

John looked down at Spanks chest and saw two humongous breasts. When Spanks took her hands off John's arms and held him up by the waist, John took his hands to Spanks' breasts and rubbed them. Spanks moaned and so did John.

Oh my God, thought John. I'm about to have sex with her!

It wasn't what John was expected, but Spanks groped him. She wanted that penis of his.

Spanks lowered John to the ground.

"Could I please just-?"

Spanks screeched and John went limb. Nope.

Spanks stuck that tongue inside his mouth, straddling him with her giant legs to the side. She took a couple hands to unbuckle his belt and then lower his pants, shifting aside a pair of underwear, and letting out a huge dinosaur cock.

It hung in the air like a radio tower. Spanks leaned up and took four hands to it, wanting to feel every square inch of its surface. She pressed her clawed fingers into it, rubbing into the firmness.

John was uncomfortable, or he was supposed to be. He was shaking with fear, but the four hands on his dick got him horny. He looked at Spanks' breasts. He wanted to lick them.

Spanks waddled a little closer, bringing her cooch up to the bottom of his shaft. She pressed his dick into her, the hills of her vulva pressing around the angle of his hard penis.

John curled his hands and feet and he moaned. He really wanted to have sex with the seagull demon!

And the seagull demon wanted to have sex with him. She rose herself up, centered her pussy above John's cock, and settled herself down. John was filled with ecstasy as Spanks' vagina covered his cock. Her thighs hit John's waist and John had to take in the amazement: he had two feet of cock up a woman's sex.

Spanks gazed at him for a moment, tranquil, but then she got grinding. She rode her hips on his waist back and forth. She wanted to be calm about it, but her mate had over 24" of dick and her core was being cracked like a mine being blown up with dynamite.

She tried to keep it in, but that tip was tickling her like a family of squirrels in her stomach. A roar broke out of her beak, and then another. She gripped the ground and threw her head back, roaring high into the sky! Deep rumbles and loud screeches to shake the trees!

It was frightening to John but also satisfying, that he was dicking a woman so good that she had to twist herself and sing his praises. His terror receded and what came way but pure arousal. His dick felt good parked inside the seagull demon's lot. He moaned. Spanks' flesh rubbed down the tip and he moaned louder. He pushed his back up and moaned loud!

But then Spanks dove her head down and screeched at John's face. The shantungosaurus was overcome with terror again. His body turned cold, and his heart skipped a beat. That did not mean that his cock wasn't still hard as a diamond rod. His cock kept thrusting Spanks even as the rest of his body flailed and tensed up in fear.

He was so startled that it scared the cum out of him. His sac loosened and the pumps up and down his shaft excited jism to flow up his tower and explode into Spanks. Her passages were drowned into dino cum. Her bags filled up by John's ejaculation. Cum burst out at her vag and splattered all over his waist, his pants, and the bottom of his shirt.

He roared as he came. He was scared but he would feel pleasure from an orgasm, trying to squeeze out as much cum as he could. He spat out the last few drops of his orgasm and then he was spent.

Spanks rode him, though, rubbing her core on top of his. She captured him and continued to straddle him as his cock deflated. The demon felt the cock shrinking though, so her eyes went white and primeval terror rode through John's body and mind. For a second, he tasted the fear of death. The moment passed and John was suddenly very horny again.

Still inside Spanks' netherspace, John's cock got hard. It got hard and he got back to fucking. The cum from Spanks' vag hadn't even finished leaking out and John was already ready to burst once again!

Something lingered in his brain. Something that blocked off his memories. The white eyes that Spanks flashed at him made his brain let go of a chunk of science he learned in senior year. Molecular inversion, removed from his brain with the flash of a demon's eyes.

He would have cared but he had forgotten that he knew it in the first place!

Spanks rode him. As he came a couple times, he couldn't tell if Spanks had an orgasm herself. His lap was slimed with his jism, dripping down the sides and wetting the dirt floor.

Each time John came, Spanks would give him a look-- her eyes would shine white. There would be a second where John would feel like he was descending into hell, and then he would come out of it and be fully erect again.

Spanks wanted to see him in complete nude though. During their fifth go around, Spanks leaned forward, took a couple hands on John's shirt, and tore it off, revealing his scaly pecs and round belly. Scraps dropped to the side. The belly jiggled as Spanks rode him like a stallion!

Next were the pants. Spanks had to stop and pivot around, giving John some reverse cowgirl. Backwards, forwards, if John's dick was rubbing around inside tall demon shaft, he was happy. Spanks grabbed John's pants and ripped them off, dropped the shards to the sides. After they had another orgasm, Spanks got up to let John relocate.

They moved away from the shards of clothes, John got down on the ground, fat butt rubbing into the dirt, and Spanks got on top of him. John cranked his dick to get a boner again, hoping that Spanks wouldn't screech at him, but John was taking too long to get his dick up so Spanks leaned her head forward, her eyes went white, and a thousand reapers charged through John's soul. He cried but once the moment was past, John had a towering boner.

Spanks slipped herself on and let the dino drill her more. She wanted to be fierce, but John's dick ramming into her sanctum made her docile. All she wanted was the dick, a dick to break into her cocoon and flood it with hot seed. She bounced on him, letting the big meat grind her sides like a laser shooting out of a cannon.

John tried not to cum, because he knew she would have to scare him to get erect again, but the feeling of poling Spanks was too much. He folded his feet together and blew his stack. Cum escaped where John and Spanks overlapped. When she felt John's dick softening, she gave him a look. A dreadful look.

Terror absorbed John. Ancient demons ate a piece of his mind and his dick got hard again. He was getting dumber, he felt it. At least, he thought he felt it. He had trouble remembering how he got in that room. He had trouble remembering the name of his professor. Didn't she transform him? Transform him from what?

Spanks was quaking, her insides sweating with arousal. She spread her wings and screeched to the air, not once but several times. She became a ruckus of fucking, flailing wildly and screaming into the air.

Seeing her ride upon him was heaven and horror for John. The woman was in ecstasy with his cock, but horrible light fired off of her as she wrangled about. It didn't burn John's eyes but his soul. Every ray that touched him cut a piece of his mind.

He screamed, out of both arousal and terror. His mind slipped away as it happened but he didn't need intelligence to scream like a baby.

Spanks could see that John was fading but if he was going to regress, then it would be because Spanks didn't hold back. She gazed at him with eyes of the purest black and white, and she leaned forward. She screeched loud, eyes burning with eldritch colors, a snarl to crack open the earth. Terror invaded John's brain, even the parts of it that didn't handle fear. He was paralyzed with terror, so scared he couldn't even close his eyes to vanish Spanks' horrifying visage.

The scream turned into silence and John's head collapsed, tongue hanging out, resting on the dirt. He had fainted.

Spanks pulled herself off, cum pouring out of her and watering the ground as she walked around. She went to a tree, taking some fruit off of a jungle tree and eating it. Turning back into her feral form, she waited for John to return to the waking world and see if he had been affected in another way.

After a few minutes, John moved. He moaned and got up but glanced out in the world with dull eyes. He blinked slowly, and his jaw hung open letting out drool. He chomped his mouth and drool hung from his face, strands hanging off of his lips.

Spanks walked over and tapped John on the shoulder. "How are ye, mate? Feeling better?"

John smiled a big smile but said nothing. He rumbled and chuckled quietly to himself. He didn't recognize Spanks-- he didn't recognize the room or much of anything. That last scare had shut down many portions of his brain. He didn't even know himself as John anymore.

"It seems like ye got a good case udda dumbs!" said Spanks.

John grunted, and got up on his feet, sniffing around for food and being very comfortable in his nakedness. Spanks looked at the ground that John had risen from. John walked around in a daze, sniffing at everything curiously. He drooled.

Spanks got on his shoulder and tapped his side with a wing. "Guess you won't be attending much class now, will ye?" She chuckled and John joined in, having no idea what the joke was.

It was a few days later in class where John was hanging out with Selma, Kimi and Kyle after the lesson. They chatted but John had his sights on Selma being that she was one of the few girls in the class that was close to his size, being a triceratops.

"Did you hear there's a large park outside the academy?" said Kimi. "Lots of room if you wanted to take someone out there and have a fun time!"

Kyle chuckled. "Or [i]multiple[/i] people!"

They laughed. It was an orgy joke but they wanted it anyway.

John looked over at Selma and took her hand. "Actually, I was going to ask you if you wanted to do something tonight."

Selma looked like she was up for it but before she could answer, Spanks swooped down and landed on John's nose. She grinned beakily at the dino. "Can't do, John! I need [i]ye[/i] tonight!" She leaned forward and lowered her voice, her eyes glowing menacingly. "And I want to do it all!"

All, thought John.

John gasped, his eyes turned white, and he went still. Perhaps today would be the day he died.

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