FSE

Furry search engine

formerly SoFurry search engine

Captive Audience 4 Written by Leo_Todrius Commissioned by Nuwisha55

The harsh whitish blue glow of the computer screen dominated the otherwise dim office. A few lights had been turned on around the room, producing a dull cream light, but it wasn't enough to temper the harsh contrast of someone working far into the night. For Professor Oliver Johnson, however, this was a social experiment to inform his work on social media. He had spent his life in the pursuit of knowledge, particularly in how individuals interacted with one another. The drive of his word was sociology, but the biggest regret in his life was that he had been too old to ride the wave of social media when it started. He had been thirty when the internet took off, forty when instant messengers and the like became common place, and forty five when Facebook had hit its first peak. The world of technology seemed to be advancing all too quickly to keep up with, but that didn't mean Ollie wasn't going to keep trying.

For a man his age, Ollie wasn't too unhealthy. He was perhaps a bit overweight, though not too much. His brown hair was a bit thin up top but still enough to cover everything. All in all, he was a very gentle and kind man who loved imparting information to his students. More than anything, though, he wanted to connect on their level to some degree. He'd tried chats and probed the world of youth only to discover a shocking trend in social media. His discovery of 'chat roulette' as a subject had ignited a passion unlike anything since his graduate school. Ollie had gone about it like a true experiment, setting up hypotheses, taking data, figuring out the statistics. He'd read up on the website a great deal in advance, but already he was figuring out different percentages for empty rooms, male to female ratios and more.

Ollie had started after his last class at four in the afternoon, only to spend all day on it... and well into the night. It was nearing on four in the morning. Ollie knew he'd have a hell of a day ahead, but thankfully most of his classes were taking tests. All he'd have to do was sit at the front of the class as they worked. That was the only justification he could come up with for himself. Ollie had a few near misses with ethics infractions, though, when people tried to reveal themselves to him. It was a hazard to his study and his career. It was a part of chat roulette, though not a major part. Still, he couldn't use the university internet to access such things. It would be a terrible breach. What amused Ollie most was the costumes some people worked out, or the displays of musical or artistic talent. He had even had a sketch done of him in real time by an artist studying faces. It certainly seemed the risks and rewards were both great.

Despite his best intentions, Ollie was starting to grow weary. His yawns were becoming more frequent and his shoulders were sagging. As much as he wanted to continue, he knew he'd have to get some sleep, even if it was on his office couch. Still, the experiment called to him. Ollie promised himself he would only connect to one more individual. He moved his mouse, clicked on the button and waited. Before long his computer connected and the image from the other side resolved. Ollie's eyebrows raised slightly as he looked to his partner. It appeared to be some sort of panda man with a fu Manchu beard and a cigar, though the costume was too perfect to see any seam. Ollie moved down and checked off another box for costume.

"So, what got you interested in being a furry?" Ollie asked, his pen in hand. The man on the other end chuckled.

"What got me interested? That's a good question... What got you interested in the interest of furries?" The man asked. Ollie chuckled gently, it was a fair enough question.

"I'm a professor, I teach sociology. I appreciate every way humans interact with one another." Ollie replied.

"Oh my, how fascinating... A professor of sociology... A man guiding impressionable young minds to new truths and realities. It is a very important job." The man said, "Well, then I am honor bound to help you find your own answers. I assume you are taking notes?" the panda asked.

"Oh yes, I hope you don't mind." Ollie said.

"Not at all. For the record, my name is Hotaru... and what got me interested was a perverse sexual deviance." Hotaru grinned. Ollie's eyebrows rose up. Hotaru, however, continued, "Even when I was a boy of eleven or twelve I'd dream of being cool, of being mature... Of having a mustache or a beard. I gravitated toward the bigger men, the bad ass men in movies and shows. I realized in high school that I was gay and didn't just want to be those men, I wanted to be with those men. I salivated over every trait of masculinity my classmates developed... From their muscles to their beards. My deviance increased more and more until I knew what it was that called to me. I craved that pure, animal passion unconstrained by human social bearings." Hotaru explained. Ollie's hand was a blur over his paper, trying to keep up. It was all too amazing to lose.

"And that was when you became a furry?" Ollie asked eagerly.

"Oh yes. I dove in head first, couldn't get enough. Pictures, stories, toys, costumes... and then I met a very magical man on this site, a red panda... It had been completely by accident, completely by chance, but we found we had the same desires, the same needs and hopes. We wanted to bring out that passion in others, to shape the world." Hotaru said softly.

"To shape others? To introduce them to the furry world?" Ollie asked, trying to make sure he got everything right.

"To do more than introduce them... To give them a push, to make our dreams their reality... And you have no idea how many times I dreamed of being a teacher, to have that sway, that position of power... Tell me, professor, do you ever look at your students in that way?" Hotaru asked. Ollie blushed and shook his head.

"No, it'd be wrong... I could never do that." He murmured. Hotaru smirked and took a puff of his cigar.

"Of course it'd be wrong, and that's why you like it so much." Hotaru whispered, starting to use his magic. Ollie shuddered gently as he was ensnared. Hotaru took yet another puff, expelling the smoke out from his panda lips, "Looking at those budding men coming into their own, realizing just how unique they could all be... How you could guide them, how you could enjoy their innocence. Surely you can think of one loner, one outcast you could take under your wing..." Hotaru whispered.

Bubbling up from the bottom of his mind, Ollie's mind filled with the image of James Anders... He pulled just good enough grades to slip by but was otherwise completely unremarkable. He didn't bother to shave or cut his hair, having a patch beard and locks down to his shoulders. His leather jacket was old and battered... Surely James needed his guidance, special sessions in his office. Ollie moaned softly as the visions shifted from one of guidance to one of sexuality. He imagined that outcast subserviently sucking his cock, cheeks wide on its girth, his head moving up and down. Ollie moaned louder, a drop of drool leaking from the corner of his mouth.

"Just imagine professor, bending all of them to your will... Every one of your students hanging on your every word, wanting to impress you. As a sociology teacher you tell them that their feelings are natural, that it's only right to be gay... The human race has such a large population; it's the only way to ensure our continued survival... You tell them to embrace the feelings, that you'll guide them on how to truly interact with one another... Special sessions to practice all the forms of kissing in the world, understanding how each culture views the act. Wouldn't that be a lesson worth teaching?" Hotaru asked. Ollie nodded gently, his mind steeped in forming lust and powerful magic.

"Oh yes, the best kind of lesson..." Ollie muttered to himself.

"But, my dear professor, there is one thing you must learn before you can teach them... To truly teach social interaction, you have to know who you are." Hotaru whispered. Ollie wobbled gently in his chair.

"Who am I Hotaru?" Ollie asked softly. Hotaru grinned wide.

"You, my good sir, are a very gay bear." Hotaru whispered. Ollie gasped softly, his chest rising. Hotaru grinned deeply, reaching to unbutton his pants and draw out his cock, starting to pleasure himself as he continued, "You tried to fight it as a young man, but you were always overweight... And eventually you realized that you didn't just like being hefty, you loved it." Hotaru said. Ollie shuddered as the magic suffused him. His shirt grew tighter and tighter as his belly pushed out. Then his pecs inflated, then his arms. The buttons of his shirt wriggled as they were pulled tight before suddenly one popped off, then another. Soon the entire shirt shuddered before it split, a thick melon of a belly sticking out through the open shirt. As the fabric pulled back, Ollie's man boobs emerged as well, his nipples having spread much wider. The nubs even seemed like tiny sausage tips.

"Oh yes, I love being big... Such presence..." Ollie moaned. Hotaru had to give him credit; he was more talkative than many of his victims.

"As well as being big, you were always pretty hairy... Even as a teenager you could never tell where your treasure trail ended and your chest hair started, and then it just spread." Hotaru purred. Ollie shuddered as thick brown curls moved up from under his pants, climbing up his belly and across his navel, delving into his chest hair before the fur spread out across his huge belly. Soon even his nipples were encircled in hair. The hair on his arms and legs thickened and his face darkened with stubble. Ollie grunted gently, absorbing the magic, adjusting to the changes. The memory of his entire life was being rewritten, and with it the reality around him. Pictures on his walls were changing, even his faculty photo reflected the new history.

"More..." Ollie whispered. Hotaru's eyes widened. Despite the magic, Ollie was aware of what was going on. He was incredibly powerful. Hotaru realized he would likely have to do something special with this one.

"When you turned fourteen you grew your first mustache, and by the time you were eighteen you'd been growing your beard for over a year. You wore it proudly through college, then graduate school. Sure you trimmed now and then, but you loved to leave it wild... To let that curtain of hair hang down across your chest. The students were in awe of it, they jokingly called you Professor Beard from time to time, but you only took it as a compliment, encouraging them to grow theirs out, to be true and real men..." Hotaru whispered. Ollie shuddered in his chair as hair pushed out over his lip, obscuring it. More wavy locks of brown pushed out of his cheeks and jaw and chin, growing out in every direction before it flowed into a full beard. In a few moments it was long enough to rreach his neck, then his collar bone, then longer. Ollie reached up with a hand to comb his fingers through it.

"I love it..." Ollie moaned softly. Hotaru grinned, he really was a special one. Hotaru could tell he had missed his true calling, but it wasn't too late, not with his help. Hotaru would cast his biggest spell ever, reshape human history... and all through this man.

"And when you were forty five... You discovered a clan of panda bears living in Asia, but not just bears... bear men. You studied their ways, intending to make a paper... But they welcomed you in instead. They gave you herbs and spices, taught you how to make their special milk and told you to return in ten years. You came back to the states; you mixed the milk just as they taught. Being a scientist, you sent some off to be studied... but the rest you drank." Hotaru said. The room shook around Ollie, light starting to dance off of objects as the spell wove itself. Awards and certificates started to appear, pictures of Asia.

"What... happened?" Ollie asked, his voice deeper.

"You got your wish, the wish you'd kept in secret all that time. You became... a bear, a real bear, almost exactly like your panda friends... But your genome was strong, your heritage rich. You became a very... very... very large brown bear." Hotaru whispered. The magic began spilling out of the monitor, swirling around Ollie, suffusing him with magic. He grunted hard, his hands throbbing as his fingernails grew out, curved and sunk into his fingers. Portions of his fingertips swelled, then his palms. The swollen flesh turned rubbery, then leathery, almost black. His palms expanded, his fingers lengthened and his hands grew to immense sizes. The hair on his arms got thicker and thicker toward his wrists before it started growing out across his hands, even his palms. It covered every bit of flesh but his paw pads.

Ollie lifted his hands, looking at how huge and animal they had become. They were wild, animal, intense and exotic. They also were rather disproportional to the rest of him. Ollie moved his large paw to stroke his belly, but as the paw pads rubbed it, the belly began to grow and shift. The flesh rounded more, the hair covering it softened into fur and began to spread. Ollie watched his belly grow brown and furry, as big as pumpkins he had seen at the state fair. He grunted happily before he reached to play with his man tits. They too grew furry and swelled, seeming much more bear like as the nipples disappeared beneath the fur coating, but as much as Ollie loved his big belly, he was a big gay bear... and gay bears loved their cock.

The claws shredded through his slack sand boxers as if they didn't exist. Through the torn fabric, Ollie withdrew his average human cock. He curled his paw around it and started to squeeze, but again Hotaru's words echoed. He was a BIG gay bear... and it seemed every emphasis on the phrase was coming true. His cock throbbed, turning as hard as stone in seconds, but then it grew even harder. Ollie started to tug on his cock, feeling it stretch in his hand, pulsing with heat. His other paw fondled his balls, feeling them swell and grow inside him as his sack expanded... But that wasn't all. Thick brown fur started sprouting across his sack as he groped it, covering them with a thick coating before the fur connected to his bush. Before long, excess flesh started building up at the base of his cock, developing fur of its own. It seemed that Ollie had a sheath, just waiting to be necessary.

Ollie let out a deep rumbling growl as his cock surged past twelve inches in length, then sixteen a moment later. He certainly was big, but his body was still working on the bear part. His tailbone ached beneath him on his chair, the bone pushing away from his pelvis as it became a furry nub. The fur from his tail started growing out across his ass cheeks, the massive slabs spreading wider and thicker as they bearified. Ollie's shoes grew tight, then painful, then excruciating. A strange sensation came as the pressure built and suddenly released, though the reason why was clear. Thick claws had punctured through the leather, but with the claws sticking through, there was just enough weakness to start the tearing process. The shoes contorted, tore and pulled apart, revealing not huge human feet but furry paws. The fur continued up his ankles and legs, his body hair turning into real fur. His arms, his head, his legs. Every bit of his hair was becoming soft except his beard. That remained bushy, thick and proud.

Ollie continued to stroke his cock and balls, feeling them engorge, losing sensation of just what was changing on his body. His shirt, having already been torn open, stretched out wider as his shoulders grew, then his ribs. While he had been average to start with, he was quite a bit larger and was still growing. Ollie's ear twitched after a moment, as if it had an itch, but then the other twitched too. Soon the ears began pushing out, curving an d softening, rounding. The interior structure simplified and fur coated the back. Ollie's nose curled up in pleasure at the odd feeling, but as it did, it too changed. His nostrils flared, his nose grew leathery and the flesh turned black. While his beard had remained exactly as it was, soft brown fur started to spread over his upper cheeks, then around his eyes and across his forehead, then finally down his nose.

"Oh what a good bear you are, feel that face come in." Hotaru grunted, thrusting his shaft hard, panting in delight. Ollie moaned as his jaw popped. His nose and mouth began pushing forward, the bones creaking with every centimeter they took. His jaw narrowed, his nose elongated and his teeth spread out. With more room to fill, each of them expanded to make up the difference. Ollie went cross eyed, watching his muzzle form. His cheeks were wide but his snout was narrow, at least narrower than he was used to. In a few moments it came to a stop, just as the last of his fur had covered his human body.

The professor had woken up that morning a two hundred and thirty pound old man, but now he was a six hundred pound brown bear in his prime, made of muscle and fat and power. Ollie moaned, tipping his head back before he roared. His cock spasmed and gushed out hiss thick seed all over his massive belly. Ollie muttered happily to himself as his cream splashed and flowed down the slope of his abdomen before finally the spray stopped. Ever curious, Ollie did what any gay scientist would. He dipped his finger in his own sperm and plopped it into his mouth, sighing happily. Just as Ollie finished up, grunts and moans came from the computer speakers as Hotaru came, sending out jets of sperm himself. He jerked until he was dry, then licked as much of himself clean as he could reach. Minutes passed, the two bears panting, lax in their chairs.

"Professor, I truly like you..." Hotaru said after a moment.

"I like you too Hotaru." Ollie smiled.

"I... I am going to give you a gift and a curse I have given no one else before. If you are willing." Hotaru said. Ollie grinned.

"I am ready for anything big bear." Ollie replied. Hotaru grinned, putting his cigar out before he closed his eyes. The panda began to whisper at first, but his volume grew and Ollie could hear the words, even though he didn't understand them. They sounded ancient, like some long lost forgotten language. The computer screen flickered, barely able to contain the energy before red tendrils swept out, but as they approached Ollie, they turned a bright orange. The energy curled around the brown bear, ensnaring him before it began sinking in.

Ollie gasped, his back arching as he felt his whole body tingle, his groin grow hard again and his memories fill with strange words and meanings. Hotaru continued until the last of the words had left him and he went limp in his chair. Ollie gasped, feeling another orgasm sweep over him, but rather than cum, he seemed to produce spurts of orange light that dissipated, the spell concluding. Ollie collapsed as well, the two beads lying in panting quiet for several minutes. When finally the silence was broken, it was Ollie.

"What just happened? What was that?" Ollie whispered.

"My gift, my curse. The power and the need to change people, to bend them and play with them. You can shape all the lives of those you encounter into anything you wish, but you need to change them. It is as essential as breathing, as a beating heart." Hotaru whispered.

"It doesn't sound like a curse to me..." Ollie muttered softly. Hotaru cracked a grin.

"If you can live with it, it really is a blessing." Hotaru smirked, glancing at the time, "Now, if you'll excuse me Professor, my brand new paper boy will be here soon and I have some great plans for him." Hotaru smirked, moving his mouse to save the video and disconnect. The screen went blank, leaving Ollie with his thoughts.

After a long moment he lifted his pencil and wrote down everything from the experience he could remember in every detail. He filled one piece of paper, then another, then another. The minutes swept by but after an hour and a half he'd logged down the jist of it. Ollie stretched a bit and stood up, giving out a yawn that rattled the window. He felt like it was time to hibernate, but he couldn't do that quite yet. He had to get ready for a very important day... and he had the strange urge to go to the commissary and have porridge, watching all the sleepy college boys stumbling in, barely awake. Ollie growled happily to himself as he moved for the door, grabbing only his hat as he went out.

****

While the start of class had been full of its usual bustle and noise, it had soon grown quiet as the students found their seats and the tests were passed out. Another reason for the quiet was that almost half of the classroom sat empty with no students to fill the desk. Ollie wasn't used to having so many empty seats, but it was the result of the first test of his powers. His laptop sat open on his desk with the class roster. Every one of his students had a picture and associated information. Upon reaching the classroom, Ollie experimented by entering 'No longer enrolled in this class' into the notes section of each female student. If it didn't work, they would never see the comment... but as soon as he entered it, the file disappeared and they never showed up. More than that, none of the male students recalled having any female classmates. Ollie was over the moon.

While there were no females in the class anymore, the rest of the class was fairly diverse. There were nerds, runners, wrestlers, loners and gamers. The class pet, Anthony, had brought up a box of bear claw pastries to the teacher's desk before sitting. It was an amusing ritual that Ollie was quite happy with. The students were rather happy with it too, it always seemed that their bear of a teacher was much happier when he had a full tummy. With the students seated and the tests passed out, Ollie sat and watched as all their heads lowered and their pencils started scratching away at the paper. Ollie's chest rose and fell with deep breaths, contemplating.

He could feel the growing need of the curse, the need to manipulate and change. Hotaru had been right, it was powerful... But Ollie was just starting to realize what an amazing position he had been afforded. Here he was with a captive audience by nature of his job, and because he had the power to change reality as a whole to suit him, he would never be caught... It was amazing, potent and intoxicating. Ollie grew hard just thinking about it, but for now his cock would have to wait. His eyes surveyed the classroom, trying to figure out where to start. There had to be a perfect candidate, someone that would really get his creative juices flowing... and then he saw James.

As always the loner had seated himself in the back, far corner of the room. To his credit, it was the side farthest from the door so rather than rushing out after class, he was usually one of the last to leave. Ollie hadn't realized how much he had enjoyed those few extra seconds each day. James truly was a pleasure to look at. With his beard and hair and jacket, he was a lot more interesting than most of the cook cutter students. Ollie watched James work on his test, though every so often he'd gaze through the window at the rain soaked exterior, the thick lush blades of grass glistening with water and the black street beyond.

Ollie wondered for a moment what he was thinking about, but then he realized he had the power to change that, to do whatever he wanted... and he planned great things for James. Ollie flipped through the class roster until he came to James and opened the roster. Ollie considered for a moment before he began to type. 'Always on time thanks to his magnificent motorcycle. Even gave other students rides from time to time.' Ollie looked back up and watched as a soft smile crossed James' face. He wasn't just looking out of the window anymore, he was looking at his black and chrome motorcycle sitting on the street. His hog, his beast, his bike... A helmet appeared by his leg, black and dark. Ollie shivered in delight.

Unable to resist the change more, Ollie returned to the roster. He knew what he was going to do now. James would make an amazing biker. The professor added 'Never has shaved or trimmed beard' and then 'has an extraordinarily large manhood'. He glanced back up, watching the orange magic swirl around the young man. His patchy beard started to fill out, then grow thicker. The mustache curved over his lip, the hair pushed out of his cheeks and chin. It stretched out for inches and inches until it was almost as long as the professor's. What was most interesting was that James' position changed. He leaned back, seeming more confident and relaxed, though one hand drifted under the desk to massage his most ample groin.

Ollie grunted gently, groping his own package in great joy. James was quite the man in every way, though Ollie knew he would have to debate turning James into a beast like him... But in the mean time there were many other students to toy with. He looked at them all, feeling giddy. The painful need had turned into a rush of adrenaline as he changed his first student. He couldn't imagine how it would feel to change more. Despite being caught up on the high of transforming his students, Ollie was still a teacher. His eyes immediately snapped to a student exhibiting the signs of cheating. In the middle row of the middle column, Billy Bracer sat, leaning over just enough to catch glimpses of Anthony's test sheet. It was typical jock mentality to place himself at the center of the classroom, the center of attention.

Ollie flipped through the roster until he found Billy's file. There were already a few notes from before about his class clowning and being at school on sports scholarships. There were academic requirements but it seemed that Billy was trying to keep up with them by cheating. Ollie had always been disgusted by the jock's behavior, but now he was in the position to do something about it... Something fitting, something just. Ollie considered for a long moment before he began typing. Ollie added to his notes that Billy had always had strong leanings to be gay. He had joined sports teams in high school just to see men in uniform and in the locker room if he was lucky. It was there that he got his first taste of cock and it had been like a drug to him. Billy was the biggest cock slut on the entire campus, never able to get enough... and he was always horny, day or night. As Ollie added the last period, he looked up to watch his handiwork.

The pencil fell from Billy's hand as his chest rose and fell, a glazed expression crossing his face as his pants bulged, then tented. He let out a soft whimper, but then an almost needy moan. His eyes glanced one direction and then the other, trying to figure out where he'd get his next cock fix from. Ollie was surprised to see how elaborate the spell was as it took shape. Stains littered the front of Billy's shirt, cum stains from his many patrons. There even seemed to be a necklace around his neck that wasn't there before, the pendant a strange shape... The outside shape was a heart, but the two points held curves inside that made circles, and an oval dropped down between them to the bottom point of the heart. It took Ollie a moment before he realized it was effectively a symbol of him loving cock and balls.

Ollie grinned, quite pleased with himself, but he wasn't yet done. Making Billy a cock slut was one thing, but it wasn't yet interesting. Billy needed a little something extra. Ollie considered for a very long moment before the idea came to him. The professor grinned, his fingers returned to the keyboard. He knew the sentence would be short, but very powerful. 'Billy is a very affectionate fat cat.' And with those words, the change began. Billy's needy moans started to turn into meows. The base of his nose upturned and flattened, the flesh turning slowly pinker than before. His upper lip split as the flesh toughened and long white whiskers began pushing out of his cheeks. The girth he had gained in muscle began to soften into fat, his abs turning into a belly that was quickly starting to grow rounder.

What appeared to be stubble started pushing out across Billy's cheeks, but it was far from ordinary hair. The strands were soft and white, as white as snow. The fur spread out across his cheeks, his jaw, then even his nose and around his eyes. His face contorted as it pushed forward, stretching into a short muzzle. His teeth sharpened and his ears lifted into points, but they didn't just do that. They actually began slipping up his head, moving through his brown hair as it turned white with splotches of gray. Billy shifted more, groping his groin as his fingernails stretched out to points, curved and thickened. Then, to his own surprise, Billy shuddered as the claws suddenly retracted, disappearing into his fingers. His fingertips and palms swelled into paw pads, his arm hair turning into fur. His shirt grew even tighter, stretched over both fat and fur, but it couldn't be stopped.

Soft pops came as claws poked through his sneakers, but none of the other students seemed to notice. They didn't even notice when Billy's pants sagged and a thick tail began pushing out, covered in rings of white and gray. Billy moaned, his eyes rolling into the back of his head. The fur closed across his body, his hands and feet looking remotely like paws, his face that of a house cat... a three hundred and fifty pound house cat that LOVED his cream. In addition to his heart cock pendant, a little bell appeared on the chain, jangling ever so slightly as he moved. Ollie had to restrain himself from chuckling. It was a most fitting change... A slut kitty, yes. That was what the jocks should be to earn their place in such an esteemed institute.

Ollie felt the amazing rush of the change, the power flowing through him. It was so good, so amazing... Ollie knew that drugs could be addictive, that changing so many could have a dangerous curve all at once, but then again he was a bear. He was used to gorging and then waiting before eating again. He'd have more classes later, and in the mean time he could enjoy his creations for an entire term. He had to make them count. He considered his options before he looked over to Zach, a runner... So much a runner that he always had on his black and red running clothes and black and red nike sneakers. His black hair was the darkest in the class, but otherwise he was fairly unremarkable. Ollie knew he was going to change that. Ollie moved through the roster to find him and got to work.

'Billy has a fantastic beard in a style I haven't seen much; mutton chops connected under the jaw for a solid beard.' Ollie added. He glanced up to watch the young man's face darken with thick, well groomed facial hair. The beard dominated his cheeks but stopped short of his upper lip or chin, but the entire underside of his jaw was coated. It brought a great symmetry to his face rather than just having hair on top, it was as if it was framed. Ollie sighed happily before he got back to the file. 'Notorious for sucking off at least five guys during his runs around the city. He may be fast, but he is very good.' Ollie added. That particular change wasn't very apparent on the outside, though a smug look crossed Zach's face as he worked on his test. Ollie looked at the runner, trying to decide what else to do with him... and then it struck him.

Ollie began clattering away on the keyboard, adding more information. 'Came to me in February to talk with me about his condition. He is a werepanther. His changes are usually controllable, but he gets very very horny when he changes and he has learned to enjoy the experience of older men... t better satisfy him. Looking forward to the next full moon.' Ollie added. As he pressed period, he gasped softly. He could feel a tingle in his brain as the magic wove its web. He could remember the day that Zach came in, looking as he did now... Exposing his barbed cock, transforming... and the wild sex they'd had. He remembered it all fondly, powerfully and vividly. He glanced back to Zach and the runner gave the professor a wink before getting back to his work. Ollie slumped back in his chair, panting in awe.

The professor was getting flushed beneath his fur, the changes were so exhilarating, but they were too good to resist. His mind was bubbling with ideas. Even with half his class gone, he had so many to work with. Ollie looked over at Akio, the exchange student from Japan. He was closing in on the last page already, he was always such a good student, aspiring to be more... But Ollie had seen the way he looked at other guys. He always aspired to be more. Ollie knew he'd give the young man a good reward. He took one last glance at him the way he was; five foot ten, black hair cut evenly, fair skinned and dressed in drab colors. Ollie was excited for what he was going to add.

Opening the roster, Ollie took a deep breath before he got started. 'Akio is the son of a Yakuza warlord. Essentially a prince of a crime syndicate, he was sent to America to get a diverse education but he already shows great signs of joining his father upon his return. Akio runs a sex ring on campus, funneling the equivalent of male prostitutes around and earning a great profit. He is a genius, sly... but that is rather fitting given that he spends ever full moon as a black fox... even if some of the traits never disappear completely.' Ollie typed, gasping as he finished, nearly cumming. He lifted his head to watch the changes settle into Akio.

The changes started somewhat subdued, but Akio's hair began to lift up and grow longer, feathering into layers, falling in strands in an artfully chaotic style common for Japanese models. His jaw line began darkening as a narrow but well groomed chinstrap beard formed. Then, on either side of his upper lip, an interrupted black mustache grew in, angling down. His modest drab clothes shifted, becoming an expensive black suit with a black undershirt and a white tie. The glint of diamonds appeared as studs appeared in his ears, but Ollie soon realized the ears were changing.

At first Akio's ears only stretched into points, but after a moment they grew dark as black fur swept over the back and the interior filled with white. The ears stretched more and more before they lifted up his head, his ear canals shifting to accommodate the new placement. The custom suit shuddered as the magic took firmer hold, becoming very custom as a hole appeared in the back. Through the hole a white tip appeared, the end of a tail. The tail emerged, the fur going black soon as it pushed out more and more... but it was incredibly thick, the largest tail Ollie had ever seen. It had to be over two feet thick, luxurious black fur. The tail grew out more and more, curving around the desk before laying across the floor. Ollie thought the change was done, but Akio's fingers glimmered as countless rings appeared in gold and silver... and then the shoes changed, forming into a very expensive leather, but the shape was a bit surprising, almost as if little spaces had been made at the end for claws to rest inside of.

Ollie gasped softly, amazed by his handiwork. He had just cast a spell that reached across the world, changing not only Akio but his entire family history at home... But Ollie wasn't done. His eyes moved to David, the student sitting next to Akio. He was a mild mannered boy that always had his skateboard with him, but Ollie was going to change all of that. He flipped through to David's file and opened it up, grinning wide. 'David was turned into a satyr at the age of fifteen. As he grew, he won the affection of every male he met, becoming friends or often times more. He has a natural charm and a high tolerance for imbibing substances. For these reasons, he was the logical choice to become Akio's first prostitute in his sex ring... Above all else, David loves manly men.' Ollie wrote out. He looked back up, shaking in anticipation. David soon started to look more and more relaxed, a grin crossing his face. His ears started to stretch into points, then his brown hair grew out and turned shaggy. Soft brown hairs pushed out of his chin, growing longer and longer, dropping down into a thickening tuft.

His baggy cargo pants began to contort as his legs changed. Orange light swept around the shoes, deleting them from existence. Ollie leaned forward, watching in awe as David's toes grew together and the toenails spread out over the tips, forming into a very hard coating. In a few moments he had developed firm, wide hooves. His leg hair grew thicker and softer, growing so dense that the skin disappeared beneath. He was quite likely furry from the waist down, though Ollie wished he could see the rest. A little flag of a tail stuck out above David's waist band and then a surprising thing happened, his shirt started to shrink. Ollie watched as David's mid-riff was exposed, betraying a thick pleasure trail, a pierced belly button and two star tattoos on either side of his belly button just above his waist. David moaned gently as his temples bulged and then revealed the hard bony horns pushing out of his skull. They curved out and up, the short horns of a faun. He'd only been turned for four years after all... though they already showed some gnaw marks from his 'clients'.

Ollie couldn't resist anymore, the pleasure was too great. His powers were immense, seemingly unbound and unfettered. His desk was huge and thick. It obscured his lap from view and that was exactly what he needed. He unzipped and unbuttoned his pants before fishing out his thick bear cock. His paw wrapped around it, stroking up and down, feeling how hard t had gotten with all of his transformations. The veins bulged, the shaft was a furious color and it felt sooo good to fondle. He moaned gently, shuddering in pleasure. A few of the students glanced up, but they didn't think anything other than their professor might have been reading some article that got his emotions riled up. They couldn't have been further from the truth if they tried.

Despite jerking himself off, Ollie lifted his left paw to continue typing; trying to keep going and get even more pleasure to course through his body. He flipped through his roster before coming to Anthony, the kind class nerd. He glanced up, looking at the blond young man, the rectangular glasses resting on his nose, a pencil eraser resting between his teeth as he contemplated. Ollie grinned, knowing just what to add. Even left handed, he could type pretty well. 'Anthony is a very kind, smart, generous rabbit. He shares his vegetables, his knowledge, and his cock with whoever needs them... which is often Billy.' Ollie typed out. He glanced back up, only to realize that Anthony's chewing on the eraser had taken on a fairly more animal approach.

Anthony nibbled at the rubber absent mindedly, his hardening buck teeth cutting through it easily. He blushed and spit out the rubber bits from his mouth before he reached into his bag and pulled out a long, thick, orange garden grown carrot. He flipped it upright and then began to munch on the leafy green portion, for that was the part rabbits enjoyed most. He sucked down the green growth and began to sucked on the round orange top. Billy let out a soft moan behind the nerd, considering the gesture incredibly phallic and incredibly arousing. Anthony continued on unaware, his nose twitching in concentration.

Ollie watched as his class pet's hair grew soft and silky, the color of straw. It was soon long enough to obscure his ears from view, then almost his eyes... but a moment later the ears appeared at the top of his head, covered in downy white fur. The ears stretched upwards inch by inch, rising gracefully into long ovals. After a few moments they took on slight points, but they had grown so heavy that they couldn't quite support themselves. One long ear collapsed, flopping down before the other soon did the same.

Even though Anthony was in the midst of changing, he was unaware anything was wrong. His but wiggled as he thought of the right answer to the question on the test and he moved to write it down, only to realize he was still holding the carrot. He blushed and grabbed his pencil, writing the answer onto the sheet. Ollie watched long whiskers push out of the rabbit's cheeks, then his nose shifted and his lips changed, his face pushing into a short muzzle. White fur spread all over his face and down his neck, leaving only his mop of blond hair as it was. Ollie leaned forward, sighing wistfully... but then the computer chirped in warning that he had leaned on a key. He looked down to see a long trail of m's, as if he had moaned into the log. He quickly lifted his elbow, but it was far too late.

Anthony's shirt began to grow tight as he expanded. At first it had just been because of the fur covering his body, but the nerd was becoming something far different, something that would make a big bear moan. A button flew off his shirt, then another. The fabric pulled apart to reveal furry white muscled pecs. The sleeves grew tight next, stretching to their limit before the fabric started to tear. The cloth came apart, revealing arms so muscled that the biceps and triceps were visible beneath the layer of velvet soft fur.

Anthony shuddered, his neck growing thick with muscle. Soon the nerd's desk groaned as his ribs expanded, his chest swelled and his hips widened. He was packing on muscle faster than Ollie could count. A thick soft cotton ball tail emerged from the waistband of his pants, but it stuck out over massive muscled globes of ass so tight they could likely crack nuts between them. Ollie looked down, watching as Anthony's shoes stretched, the laces tight before they tore through the eyelets. The shoe contorted, spread apart before it popped off of his foot... A very large, fuzzy white foot.

It was becoming clear that the spell worked from even the most basic urges he had, but without the wording of his mind, the careful thought, reality wasn't able to quite adjust to the changes. A loud tearing sound came as Anthony's pants tore, revealing furry white legs as thick as tree stumps, but Ollie couldn't take his eyes off of the nerd's feet. He watched them swell from size eight to twelve in seconds, then fifteen, then what had to be eighteen, then larger. Anthony's toes developed claws and paw pads, long and narrow, flared a bit... and dramatically huge. They were immense, but they seemed perfectly suited to his leg muscles. It was quite likely he could leap up a story if he really put his mind to it.

Ollie shuddered in awe of what was happening. Anthony had to rival Billy's weight but all in muscle... One very furry, very muscled, very kind and generous rabbit. Ollie knew the boy had lost his clothes because of his carelessness, he had to fix it. The professor added a period do the end of the string of m's before adding 'sometimes forgets his clothes, but no one minds.' To give Anthony a degree of protection. He sighed and leaned back, watching the behemoth work on his test and watching Billy lick his lips in longing for the bunny boner he knew was waiting in a sheath just in front of him.

A glance to the clock showed that more than half the class had passed. Ollie knew he was running out of time to finish. His heart was thumping, his cock was drooling. As much as he wanted to coat the underside of his desk with cum, he still wanted to finish. He forced himself to release his rod and reached back to the computer, focusing on the work he had left. His eyes scanned the room before falling across Brett. The junior was on the wrestling team, Ollie knew that much. He was a good student too, always asked good questions. Certainly worthy of a helping hand in his physical pursuits. Ollie grinned as an idea came to him.

'Brett is the most coordinated monkey man I've ever met, almost better with his feet than he is with his hands. Refuses to wear shoes to class. Gives great foot jobs to his team mates.' The words spilled out of Ollie's hands before he looked up to watch his handiwork. What had started as modest sideburns on the young man grew thick, then longer and thicker. The hair crept down to his jaw, pushed forward across his cheeks into a triangle and got rather fluffy at the edges. Brett's lips grew wider as his mouth pushed out a bit, rounding and looking more simian in nature. Slowly the wrestler's ears grew larger and rounder, almost seeming softer I n nature. Ollie didn't know why, but the idea of him wearing ear guards over those big ears in a wrestling match turned him on a great deal.

Thick tufts of brown hair pushed out of Brett's collar, then his sleeves as well. Most surprisingly, his brown hair grew out longer and longer, curling around itself until it fashioned into a braided pony tail. It was a difficult concession to make as a wrestler, but Ollie could just imagine it whipping around as he proved his dexterity. Brett's fingers grew longer, his palms a bit wider and his shoes disappeared, revealing large, long, calloused feet. His big toes curved like thumbs, tapping on the floor as the monkey tried to remember his education. While subtle, it seemed that Bretts's monkey physiology was paying off. The playful nature it brought resulted in refining muscles all over his lithe body. His pecs and abs firmed, his biceps and triceps firmed, his legs bulked... But at the same time, he never looked heavy or overburdened. He was ready to spring at any moment... And so was his tail. Ollie watched the long cord of furry flesh stretch out behind him, flexing and curving. It reached just over four feet before it stopped growing. Then, amusingly, it seemed to curve and twist almost into a question mark as the young man contemplated the answers to the test.

Ollie was amazed. The power he wielded could not be ignored... But there was one last student and only a few short minutes left to change him. Toby King was the school's most prolific swimmer. His skin was the color of milk chocolate and his head was shaved completely smooth. Toby sat just in front of Zach. While the two were in rather different sports, the fact that they were always working to improve their times in races gave them a common bond and they had become friends. The professor licked his lips as his fingers returned to the keys, opening up Toby's file.

'I have never met an orca I didn't like, and Toby is no exception. Fast, cunning and smart, he's a credit to this school... though his fondness for otter boys has gotten him in a bit of trouble showing up late to class a time or two.' The entry was made, the spell cast. Ollie eagerly lifted his head to watch the last of his captive audience change. Toby was finishing up his test, but his back started to throb. He reached back to rub his spine, his fingers rubbing over a thick bump as it pushed out, but he was used to something being there... at least in his modified memory.

Orange energy swirled around Toby's shirt as a hole formed, through which his dorsal fin soon emerged. It started out the same milky brown as the rest of his skin but then turned as black as night. The black spread under his shirt and across his shoulders as they began expanding and widening. Huge banks of muscle ballooned out of his back, then his arms. His shirt began to contort and shift as the magic moved through it, the common t-shirt becoming a spandex top. There were no sleeves, merely a torso piece with a fin hole. As the sleeves disappeared, his pitch black arms seemed to sparkle as a silver wave tattoo slipped around his bicep.

Toby continued to grow, his ribs expanding and his chest thickening. What little hair he had on his body disappeared as his flesh turned almost rubbery. While his cheeks and head darkened, his chin and throat lightened, losing all color until it was bright white. The fingers wrapped around the pencil he held grew webbed and dark... Ollie jumped as a sudden groaning sound filled the classroom. Toby's spine had fleshed out quickly, a thick whale tail emerging just above his ass. Its size and strength were unmatched, but it was just large enough to push Zach and his desk back accidentally, the desk groaning as it slid across the floor.

"Sorry bro." Toby grunted over his shoulder. Zach shrugged, used to it. Toby quickly went back to his test, trying to finish up before class ended... But in a way, so was his body. Toby's waist expanded wide enough to barely fit in the desk. Soon the bulge in his speedo shorts was big enough to wedge under the desk itself, pulsing with prowess. Toby smiled softly, thinking of his last two sexual conquests... on the same day no less. He sighed happily, in a world of his own... at least until the sound of other classrooms letting out in the hall sounded. The entire class shifted in surprise.

Ollie gasped in shock, reaching down. He wrapped his paw around his cock and jerked off like there was no tomorrow, up and down before the orgasm hit him. He didn't pay any mind to what the class saw as he moaned and growled, his cock spraying out a torrent of cum that coated the bottom of his desk and dripped back on his hand. He sighed happily as his head rushed with the endorphins, but he didn't have much time to enjoy the afterglow. He glanced up, realizing Anthony was already there standing with his test, ready to turn it in.

"Thank you Anthony." Ollie said, reaching for the test. From his position behind the rabbit, Billy's cat eyes went wide seeing the delicious white cream on the professor's paw. He nearly knocked Anthony out of the way to grab it, licking it clean with his sandpaper tongue, sucking on every finger before he released it. Ollie smirked and took Anthony's test, then Billy's, putting them in a pile. Billy shifted a bit, looking at the class pet.

"Um, Anthony, I was wondering if, maybe..." Billy murmured. Anthony chuckled.

"I have to go work in the garden for an hour, but if you'd like to help me out then I can help you out." Anthony offered.

"That sounds great!" Billy said, his fluffy tail swishing around as they moved away from the desk and toward the door. Zach had made it up to the front of the class with no problem, turning his test in before he jogged for the door, eager to start his afternoon jog. He had a lot of lovely men to visit... though he was looking forward to the next full moon. He turned his paper in and looked at Ollie.

"Professor Johnson, are we still on for that tutoring session?" Zach asked, his voice as sleek and sly as his panther form. Ollie grinned.

"As many sessions as you need." Ollie replied. Zach grinned before he moved toward the door. Ollie turned, watching David move up with Akio behind him. David turned in his paper, but as Ollie reached for it, David put his hand on the professor's, giving it a stroke. Ollie shivered, feeling rather flushed. David gave the professor a smile before he turned and moved for the door. Akio grinned as he moved up behind, whipping out an embossed card with both Kanji and English on it.

"A very fair price, if you're interested professor." Akio said. Ollie accepted the card, then the fox's paper, smirking to himself. Akio moved over to where David was standing, pulling out a leash and collar from his backpack. He slipped it onto the satyr, wrapped the leash around his wrist and walked with his classmate out into the hall. Once more the classroom filled with a groaning sound, this time as Toby had tried to stand and the desk had gone with him. Brett moved over, using one of his feet and his tail to steady himself as he grabbed onto the desk with both hands and tugged. The desk shuddered before it slid off just enough for Toby to move. The orca carefully slid the desk out to the side, tilted it and pulled his tail through the back before he set the desk back, smirking.

"I guess I need a bigger fish bowl." Toby smirked, bringing his test to the professor.

"I'll see if I can manage anything." Ollie smiled. Toby gave a nod of his head before he moved out of the classroom, Brett tossing his test onto the pile before following. Soon the classroom was almost empty, leaving just James and the professor. Ollie looked up at the bearded biker man, wondering why he was the only one he hadn't yet thought of at least a fun were form for, but then again he was left wondering many things. Ollie shifted in his chair, "James, why is it that you always seem to be the last man out?" Ollie asked. James smirked, grabbing his helmet, moving toward the desk with his test.

"Maybe I keep debating asking you a question but never get around to it." James said softly. Ollie's eyebrows lifted.

"What sort of question?" Ollie asked in surprise. The murmur of the hall died down as most students had either left for the day or gone into their next classrooms.

"Well, two actually..." James said, "They say you turned into a bear later in life? Learned the secret?" James asked.

"That's true..." Ollie replied. He didn't remember that Hotaru had made it so, in his mind he had discovered the secret, turned into a bear and shared the news with the world.

"Then my real question is if you'll make me one... professor." James whispered. Ollie's eyes widened sharply.

"James..." he replied. The biker set his test and helmet down and leaned over the table, bringing his bearded face against Ollie's. Their mustaches meshed, their lips met and soon Ollie had a young, strong tongue dancing across his lips. The bear moaned softly, his exposed cock oozing out a little more cum in anticipation.

"So what's it going to be, professor?" James whispered as he broke the kiss. Ollie moaned gently, looking at the bearded boy and the string of saliva that connected them together. Ollie's heart was racing; the idea of making a biker bear was exhilarating. There was no way he could turn it down either. Ollie grinned softly.

"Meet me at my office at six... and I'll tell you everything it'll take to become a bear." Ollie whispered. James grinned wide and grabbed his helmet before he moved out of the class, leaving it in silence. Ollie flopped back in his chair, panting in excitement, moaning gently... and then he sniffed the air. He could still smell quite a bit of cum. The bear began scooping up the precious white cream under the desk, coating his paws in it. He brought his paws to his mouth, licking and slurping and sucking, but some of his sperm still dribbled in his beard.

Even that turned Ollie on. He moved to comb the seed into his beard, to wash himself in his own musk, knowing his beard and the beard of James would soon be rubbing as they made wild passionate love... Ollie could make reality bend to his will, and he would tell Ollie the only way to make him a bear was if the loner guzzled seed from his shaft. Once he did that, it would be true... and another huge hairy bear would be welcomed to the world. Ollie simply couldn't wait.

****

James moved down the hall of the human sciences building, his helmet clutched under his arm. His beard brushed across his chest as he walked, a living visage of manly rebellion. The line between his old life and the one Professor Johnson had created for him was blurred, and he wasn't aware of any of it... but one thing had remained unchanged, his attraction to his professor. With both of them being more in touch with their instincts, it was stronger than ever. He glanced at a clock on the wall. Two minutes to six. The biker moved into a side hallway and up to the old wooden door emblazoned with the metal nametag 'Johnson'. Taking a breath, the young man lifted his hand and knocked on the door.

"Professor Johnson?" he called through the wood.

"Come in James." Came a pleasurable growl from the other side. James eased the door open and stepped into the office, but as his eyes fell across the professor he stopped dead in his tracks and dropped his motorcycle helmet. His lips slowly parted, letting both a slight moan and a drop of saliva escape. Sitting, sprawled out on a huge leather couch was Oliver Johnson in all his naked glory, his furry legs spread wide, his furry balls like grapefruits and his thick shaft hard. The bearded bear grinned, though his round glasses still rested on his bear nose.

"Professor, you are so... handsome..." James murmured, moving to shut the door behind him. The biker advanced forward before kneeling down before his teacher. His eyes gazed at the balls almost longingly. Ollie groaned softly, seeing a man with such a beard seem like a young cub.

"You asked me what it would take to become a bear..." Ollie said softly, "When you partake of my seed, you will turn into a bear... A big, bearded bear male... almost as big as me. I warn you, you'll likely have to get a bigger motorcycle." Ollie said. Hearing the words made James shudder softly. He reached out towards those furry balls before stopping himself.

"I don't care, I want to be like you, I want to... be with you." James whispered. Ollie growled happily.

"Well if that is the case, you might as well touch." Ollie replied. James moaned before his hands shot forward and he rested them reverently on the huge brown furry balls. He sunk his fingers into the fluff and started moving it around, massaging and petting. He brought his hands down around the edge of the sack, then underneath, trying to heft them. They were huge, heavy and very full. Ollie had seen to that. James moaned gently, holding those balls, but his eyes were gravitating to his professor's cock... That huge rod, thick and hot and hard and dripping. James looked back up at Ollie, and Ollie back at him.

It was in that moment that the professor realized that James had never been a loner, he had been alone and looking for that special someone... and he hadn't changed James' mind about who that person was. Amid all the changes, all the curiosities, all the magic... James felt something for him, a spark... a spark that had only grown stronger over time. That in itself deserved a reward. Ollie leaned forward, his paw coming down. His clawed fingers trailed through James' beard, petting it, stroking it. James shuddered in awe, looking up at the man he admired so much.

"Why don't you come sit on my lap, and embrace your new life..." Ollie said gently. James grinned softly, amazed. He had been willing to take his professor's member on his knees like some kind of pet, but the offer was to sit on his lap... It was so much more romantic. James nodded eagerly before he stood, slipping off his jacket, then his shirt, casting them aside. He yanked off his boots and then pulled down his pants. Ollie watched the biker strip, admiring the thick hair on his arms and legs, his chest and his pits, even his ass cheeks were fuzzy. It was very nice, but he knew that furry would be a lot more interesting than fuzzy.

Once he was naked, James approached his professor, coming to stand between his legs. He reached out his hand once more, unafraid, sinking it into the bear's might beard. He caressed Ollie's cheek, his jaw and chin before he combed his fingers down, feeling how thick and long the beard was. Ollie shuddered, his eyes rolling into the back of his head. Beard pets seemed to be so intimate, so pleasurable... and Ollie couldn't hold back. He reached out with two huge bear paws and grabbed James' head, pulling his student to him. Their lips met, their beards meshed and their hearts beat quickly.

Ollie was impressed how mature James seemed and yet how young his lips were. He knew he was robbing the cradle, the honey of youth, but that only turned the bear on more... and it turned James on just as much. Despite being in the heated kiss, James climbed up onto the couch, straddling the bear. His hard cock rested against the huge furry belly, his human ass cheeks coming down against the bear cock. Ollie shuddered, feeling his cock cupped on both sides by the cleft. James continued kissing, but soon he was lifting and lowering his ass, using it like half a sex toy.

Ollie's muzzle parted, sliding over the sides of James' mouth. James let his tongue plunge deep, playing over the sharp teeth and the deep maw. The bear paws stroked his head, tangling in his hair. James leaned more into the bear, feeling the heat radiate from his immense belly and thick chest. James would have loved to get lost in that fur... but more than anything he wanted to please Ollie. The human moved his ass, tilting his hips and changing position. Oliver was confused for just a moment before he felt a tight right of flesh tease the head of his shaft, the cheeks sliding down around the sides of his meat.

The bear shuddered, cum starting to drool from his shaft. He knew this was the moment, the time. This was when James gave up the life of a man and started the life of a bear. He lowered his paws to the human's hips and pulled down. James was suddenly impaled on inches of bear cock. He broke the kiss and moaned out, gasping for breath before he brought his lips right back to Ollie's. The two kissed tightly, Ollie pulled James down tighter and started to grind. Then, with a powerful thrust, he threw James up and let gravity slam him down hard around the cock.

James shook in surprise at the move, overwhelmed and delighted at the same time. He began to push down after he was tossed up, increasing the depth and pressure... but the cum that had clung to Ollie's shaft was already having an effect. The curls of hair on the biker's ass grew soft, then longer, then thicker. More and more brown hair pushed out all over those cheeks, creeping around to mesh with the hair around his groin. His bush hair grew soft and thick, covering his whole lap before soft strands of fur grew out of his balls as well.

"Oh yes, fill me..." James grunted, bouncing hard, panting. It looked a little like he was wearing brown fur underwear, but as his tailbone pushed away from his pelvis and expanded into a furry flag of a tail, it was clear more was at work. The hair on his legs soon grew softer and thicker, stretching into fur as it moved down past his ankle. New spots of fur pushed out on his toes and the top of his feet... but it was also moving up as well. An incredibly thick treasure trail snaked up across his stomach before fanning out, covering his stomach with fur. The hair already on his chest got thick at once, the flesh beneath disappearing... and as if someone had merely turned down the lights, James' arms got darker and darker until only the brown fur was visible, no flesh.

James continued sliding up and down the huge cock, moaning and drooling, kissing Ollie's bearish muzzle. Ollie slowly lost more of his control, fucking James harder, his paws digging into his furry hips. It was hard to explain, but it felt as if he had finally found his true mate. Ollie thrust in hard, striking James' prostate suddenly. The changing human moaned, nearly flopping limp. His ass fluttered around Ollie's cock, causing the bear to gush out precum... and that only accelerated the process.

The biker's fingernails and toenails turned black, thickening, growing out and curving before sinking into the digits. Portions of his toes and fingertips inflated and turned black, swelling into paw pads. Parts of his palms and heels soon did the same. Everywhere that had not become a paw pad was soon engulfed in fur, leaving James the proud owner of paws. Sensing the continuing change, Ollie lifted his paws up to stroke up and down on the biker's back, feeling the brown fur coat his shoulders, his spine, even the small of his back. As it all closed in, James was left covered from the neck down in brown fur.

Ollie grunted and moved, placing his muzzle over the human neck before him. The teeth pressed into the flesh, not quite enough to break it but enough to feel. James panted hard, pressing his neck in tighter to the maw, feeling the brown hair creep up his neck. It grew out into fur and then hit the line of his beard. James' cock began to spasm and spray his human cum across Ollie's belly, but as it gushed out it started to get thicker, turning faintly yellow... the sperm of a true bear. The brown fur grew out across James' nose and around his eyes, then even his ears. No portion of flesh was left human... and the first phase of the change was complete.

James glanced over to the window, able to make out his reflection in the glass. He looked almost like a sasquatch, covered in fur with such a mighty beard... But that wasn't how he was going to stay. His ears throbbed, flattening and spreading out. His face ached before his jaw extended, taking his nose with it. The tip of his nose grew leathery and black as it extended. When his jaw elongated, it filled in with sharper teeth and soon the old teeth sharpened too. James let out a deep roar, then a deeper one. His voice was dropping in pitch. His head slowly came to a stop again. He crossed his eyes, examining the thick muzzle before him before he let out a moan so low it rattled the windows.

Ollie grinned, reaching up to stroke James' chest, feeling his pectoral... and feeling it start to grow. James continued rising and falling on the professor's shaft, his ass clenching tightly around him, but each thrust seemed to be harder than the last. James was growing. His legs expanded, growing heavy with muscle. His arms bulged beneath the fur, growing into huge biceps and triceps. His chest grew, his abs firmed, even his shoulders started to expand. James panted, feeling his bones shift. It was more amazing than he had ever experienced. Once more his cock was hard, his expanding balls preparing for another volley, his cock stretching out as well. It surged forward in size, steadily engorging until it was barely a half inch shorter than Ollie. He had said James wouldn't quite be as big, after all.

The two bears continued to rut and fuck, the older bear's cock slapping in and out of the younger bear's ass. They brought their muzzles back together, exchanging a heated kiss. The couch groaned beneath their combined weight, shuddering before finally the frame collapsed. Ollie went down two feet and James slammed onto his cock harder, but neither cared and neither stopped. They kept fucking, causing so much vibration that the items on Oliver's desk shook around and the windows rattled. They grunted and roared like beasts in heat, unable to stop... but the one thing Oliver couldn't stop was his orgasm.

It built up like water behind an overloaded dam, pushing and pushing... and then it burst through. Ollie's body went tense. His head tipped back, his muscles tightened, he gasped and he thrust as deep as he could into James before his paws latched on, holding him there. Sensing the end was coming, James pushed down as tightly as he could, wrapping his legs around the professor's belly, clenching his ass tight. He didn't want to waste a single drop. Despite having the abilities and flexibility of men, mounted as they were with so much muscle and so much fat, the two looked like wild bears caught in the act. Only Ollie's glasses hinted at any other reality.

Ollie's muzzle parted and he let out a roar that rattled the entire foundation of the building, flecks of saliva sticking to his yellowed bear teeth. James lifted his head, letting out a roar to match his professor's, the two exclaiming their lust in tandem. Ollie's huge balls tightened up, his cock pulsed and then thick hot jets of sperm began shooting into James, pumping his ass full, filling him with radiating heat. James wasn't far behind, his own balls tugging and then a fountain of cum gushing into the fur of Oliver's chest and belly.

The two bears came for a full minute, then almost another before at last their balls emptied. They both wobbled gently, their muscles still trying to cum even when there was no sperm to share... but at last even their muscles stopped. James felt drunk with lust, more than drunk. He turned his head to look at Oliver in awe before his eyes rolled into the back of his head and he collapsed against the professor's chest. Oliver wrapped his paws around James before he slowly leaned back, light headed.

"I am so glad tomorrow is a holiday day and no one has to go to class..." Oliver muttered. It had been a lie, but as he uttered it, it became truth. His magic spread throughout the campus, changing calendars and minds and memories. With that worry out of the way, Oliver Johnson closed his eyes and clung to James, passing out into a deep, long sleep. The two bears remained mounted through the night and the next day, even the night after that. It was clear they had fully embraced the lives of bears, taking hibernation to a brand new level.