As their teachers lecture came to an end a flurry of students rushed to the door to make their way to their next class on time, some bumping into one another while a few less kinder pupils shoved their way past the rest. 

One student however stayed seated and due to the high foot traffic of the classroom went completely unnoticed by his fellow peers, “Alright, any minute now” Dave whispered to himself as he watched the remaining students file out into the hallway. 

“Just need to be alone with her for a bit, at least until next period hopefully” he thought to himself in hopes of amping up his confidence in his own performance, “Aww who am I kidding, she probably won’t last long, I’ll be on my way back to the dorms in no time”. 

As he sat in his vantage point from the back of the lecture hall he could clearly make out the curvaceous figure of his classes professor Ms. Donovan, a woman who had just recently turned thirty and was quickly noted as the university’s youngest instructor as of this year. 

Her already womanly figure was extenuated further by her form fitting professional clothes that clung tightly to her body leaving little to the imagination to anyone who would happen to catch even a glimpse of her jaw dropping form. 

Dave looked down and happened to catch her eye with him now being the only remaining student in the room and was sent what most people would believe was a warning or threatening glance due to her intimidating demeanor and no nonsense attitude that she projected to everybody, but Dave knew better. 

Dave could see even from where he was sitting the slight tug of the muscles in the corner of her mouth giving way to a mischievous smirk that bubbled up from her professional aura. 

Getting up from his seat Dave then made his way down to Ms. Donovan’s desk that sat squarely in the middle of the room and approached her slowly with his face now laced with faux sadness and concern. 

“What can I do for you today Mr. Summers” Ms. Donovan said looking at Dave over her glasses as he walked up to the opposite side of her desk before slumping against it with his hands bracing him against the top of the desk causing him to lean forward ever so slightly. 

“Well you see Ms. Donovan, I kinda have a problem with the last few papers I’ve turned into you” Dave said looking deeply into Ms. Donovan’s eyes as she looked back into his. 

“Oh really, and what kind of problem would that happen to be Mr. Summers” Ms. Donovan asked as she herself leaned in over her desk slightly with her elbows on either side of her breasts trapping them in place as they jutted out slightly from the lack of space. 

“Well you see I’ve been doing pretty good with your class and all but I like to think that I could be doing better” Dave said as a cheeky grin plastered itself across his face, “So I was wondering if there was any chance of me somehow getting…extra credit”. 

“Hmmm…well I think there’s a few things you can do in order to raise your grade” Ms. Donovan said as she slowly reached up and began to undue the top few buttons on her blazer to reveal a white undershirt that looked like it had been painted onto her skin by how tight it was around her body. 

“Woah” Dave thought to himself as he looked down at her chest seemingly dumbfounded by how big they looked today’ “Probably just an older shirt, no way her tits have grown that big in a day dumbass”. 

As Dave stood in awe looking at her body Ms. Donovan couldn’t help but think that her shirt was beginning to feel a little bit tighter than it had this morning. She had always been one to wear tight clothes in order to show off her figure but for some reason they felt a somewhat smaller than normal today. 

“Oh God, that’s better” she thought to herself as she undid the top three buttons of her blazer and was finally able to take a breath without feeling like she’d pop out of her top of she inhaled to deeply. 

“Well at least he doesn’t seem to mind” Ms. Donovan thought as she noticed Dave’s laser focused attention on her chest for the last few seconds. 

“Oh really, and uh…what would they happen to be” asked Dave finally pulling his attention away from the two jiggling orbs to the whole woman in front of him. 

“Hmmmmm” Ms. Donovan said tapping her finger on her chin in a mock attempt of racking her brain as she moved slowly and sultry from behind her desk to meet the quote unquote concerned student face to face. 

“Perhaps an…oral…examination would be sufficient enough to raise your grade to an acceptable level” she said as she placed her hand over his chest and leaned in mere inches away from his face. 

“Do you think you could do that” Ms. Donovan asked as she could feel herself becoming more aroused than she had seemingly ever felt before as she began to feel Dave’s heart beat against her palm. 

“Ohhh yeah heh, I can definitely do a quick “examination” haha” Dave said with a quick laugh finally breaking through the facade he had tried to put on for Ms. Donovan. 

He quickly noticed how the usually shorter woman who normally only stood just below his eye line was now meeting his gaze perfectly. “She must just be wearing some type of heel or something” he quickly assumed to himself. 

“Mmmmhh, good to hear, hahaha” Ms. Donovan said letting out her own cheeky little laugh before closing what little distance was left between the two of them and pulling Dave in for a passionate kiss. 

Holding his hand to the back of her head Dave ran his fingers through her hair as he wrapped his feee hand around her waist and pulled her closer to him. He could easily feel the warmth emanating from her awaiting womanhood letting him know that no further prep work would need to be done. 

“Gasp, huff, God I’ve missed you” Ms. Donovan said as she pulled away from the kiss to catch her breath, “How come you don’t visit me sooner than this?” She asked Dave before pulling him in for another kiss. 

“Mmmm” Dave replied as his tongue wrestled with Ms. Donovan’s in a passionate fury, “You know how it is Abby” he said breaking away from their kiss again “I work Fridays through Mondays and I’ve got other classes to attend on the days I am here”. 

“Oh poo” Abby said with and exaggerated pout trying her best to make the young man before her feel somewhat bad. “But hey” Dave said wrapping his arms under her thick voluptuous booty before hoisting her into the air and setting her on her desk “I’m here now”. 

“So why don’t we make the most of it” he said before leaning in for another kiss all while thinking to himself “Damn, I must be slacking in the gym, she felt a little heavier than usual” as a sudden and abrupt commotion could be heard outside. 

“I agree wholeheartedly” she said being the one to break off the kiss this time before a sly grin crept across her face as she placed her hands on the top of his head and slowly began pushing him downward, “Now…get to work” she whispered seductively as he looked up at her with a pleased look in his eyes. 

“Yes, ma’am” Dave said not needing to be told twice as he slowly slid his hands under her skirt and hooked the tips of his fingers around the bottom of her thin lace panties before peeling them off to the side providing himself with a straight line towards his goal. 

His tongue danced around her soaking wet entrance and playfully teased her engorged clit as her aroused aroma filled his nose with its near intoxicating flavor and her thighs seemed to clamp down on either side of his head trapping him in place for the time being. 

“Damn, has she been working out too” he thought as he felt her begin to tense and flex her muscles in her legs and crotch from what he thought was simply her being overly sensitive today. 

“Nnnghhh oh shit, I fucking needed this” Abby said as her lover continued to please her with seemingly much greater ease than he ever had before while his head was shoved up beneath her skirt. “Oooh huhhh mmmmmm fuuuck” Abby said unaware of the remaining buttons on her blazer popping off and shooting across the lecture hall. 

Dave then proceeded to delve his tongue deep within her awaiting cavern, her warm juices tasting almost sweet as they coated his mouth with its thick consistency, “NNGH FUCK” she shouted out uncontrollably as her body was rocked with an unimaginable wave of pleasure. 

Her panties began to dig into her waist unbeknownst to the two of them making her believe the sudden tightening she felt just beside her pussy was his doing. The soles of her flats began to break apart from the top of the shoe almost causing them to split in half at the sudden increase of pressure behind them. 

A loud crash and subsequent scrambling and screams could be heard from just outside the classroom door bringing both of them back to earth momentarily. “What the hell was that” Dave asked looking at the door and watching through the frosted glass window that sat in the middle of it as silhouettes of students could be seen running back and forth in some kind of panic.  

“I’m not sur-mmmh*POP*” Abby said before noticing a growing sense of constriction around her chest that caused one of her white undershirts buttons to come flying off, alerting the two of them that something was going on in the room with them. 

“What the fuc-AGHHH” Dave said as he stood up to get a good look at Ms. Donovan for some reason he couldn’t quite explain before another button came flying off her shirt hitting him square in the eye. 

“SHIT” Dave said as he held his now stinging eye as Abby tried her best to get her attire under control, “I’m sorry baby, I don’t know what’s going on with memmmmmhh*POP*” she said before a third button flew off her shirt providing at decent enough window to her cleavage. 

Her already voluptuous figure had seemingly begun to expand for no apparent reason causing her previously large bosom to fill out even further and pop the last remaining buttons off her now ruined shirt. 

Jumping up off her desk she quickly stood to her new found height which brought her chin level with the top of Dave’s head while her skirt began to ride up her legs revealing more and more of her thighs before finally uncovering her curvaceous ass to the world. 

“Ohhhh SHIT” she yelled out as the hem of her now comically small skirt began to rip and tear as her now undersized shoes finally gave way allowing her feet to be displayed fully while the last few strands of fabric in her black lace bra began to fall apart and rip open between her magnificent tits. 

Her small round aureolas gave way to her taut pink nipples which swayed and flowed with the occasional jiggling that made her breasts bounce as she struggled to keep up with her ever increasing size. 

As she raised higher and higher above her now much smaller lover all that was left of her previous ensemble held on for dear life as the shredded remains of her skirt fell to the floor unceremoniously leaving the now struggling panties to fend for themselves. 

Through all the craziness of what was going on in front of him and right outside the room Dave was able to make out the beginning definitions of growing muscle being formed and shaped all around her body as biceps grew, thighs bulged outwards, and even her stomach tightened to show the beginning outlines of a six pack. 

“OH MY GOD” Dave said as he stared up at the towering beauty before him completely dumbfounded as of what to do next as he watched his lover grow taller and taller until he was at eye level with her now gushing womanhood. 

A light snap was all that it took to bring the gigantic woman’s attention down to the ground where she saw her once intimidating masculine lover, now minuscule and sheepish compared to her new stature, with her torn panties strewn across his face before falling effortlessly to the floor. 

The two stood in stunned and shocked silence for what felt like hours, afraid to even acknowledge the strange reality they were suddenly trust into. 

“A-a-Abby” Dave sputtered out finally breaking the terrifying silence that overwhelmed them, “Are you-ah-I mean do-do you uhh-what happened to you” Dave asked looking upward to once again meet her gaze. 

“I-I don’t know uhh…um” Abby said trying to discern what had happened to herself but only found there to be an overwhelming sense of arousal taking hold of her like never before. 

“Mmmmmm” she moaned out in pleasure as she looked down at her tiny adorable little lover and quickly realizing that he just so happened to be at the perfect height to help he with her problem. 

“Wait what are yo-mmphh” Dave said as he watched her now massive hand reach behind his and press against the back of his head before steering him towards her hungry awaiting tunnel, “Mmmmm, don’t talk” Abby said, her voice laced with ecstasy, as she drove Dave’s face into her dripping pussy “Let’s just make the most of this”

Before to long Dave’s struggles quickly turned into thrives of sexual pleasure understanding fully what he needed to do and simply lost himself in the moment all while an unbridled scene of chaos unfolded just outside the classroom door. 

-

Final heights

Mr. Donovan / 12ft