Disclaimer: All publicly recognizable characters, settings, etc. are the property of their respective owners. The original characters and plot are the property of the author. The author is in no way associated with the owners, creators, or producers of any media franchise. No copyright infringement is intended

 Main character, Paul Morris- he is twenty and attending his local state collage. Blonde hair, blue eyes, and about 5'10".

Paul walks slowly down the long hallway dreading his next class. Students pop in and out of doors along the way. "Uhgg, why in the hell did I stay out so late last night," complains Paul. This is the last class that he has on Wednesday, but he is extremely burned out from the night before. Paul has a biology class that is an hour and a half long. The only plus is the hot female instructor. Mrs. Deitz is in her early thirties and has an extremely fit body. It is balanced out with large breats and a perfectly toned ass. She always likes to wear tight dress pants to class. Paul opens the door to room 115 and about half the seats are taken. He looks in the back and there is one open on the left side. He puts his book and folder on the desk and slides back in his seat. It is a battle to keep his eyes open and focused. Mrs. Deitz enters from the back of the room and walks slowly up to the front. Paul gets a great shot of her ass swinging back and forth as she moves through the room. After a minute of sorting papers, she turns around and addresses the class. She begins to outline what is going to be covered in class today. Paul lets out a loud yawn and Mrs. Deitz glares at him for a few seconds, "as I was saying," she continues with her lecture.

Paul attempts to take some notes but he is really too tired to care. He laughs to himself as he thinks about putting glasses on that have open eyes painted on the front. He could just sleep everyday in class. Just before Paul begins to drift off to sleep, he fantasizes about his teacher. He sees her taking off her top, revealing two huge melons. She rubs her soft flesh all over his face and just as she is about to strip more, Paul falls asleep.

(Dreaming.....)

Paul comes to and he is on the floor in a strange room. He sits up and looks around. Nothing looks familiar to him. "Where the hell am I?" Just then, a strange mist surrounds his body. It smells sweet and has a blue tint to it. All of a sudden, Paul's clothing disappears. He is in shock and attempts to cover himself even though he hasn't seen anyone else yet. The blue mist then spreads out and disappates into the air. A weird sensation spreads through Paul's body and the room begins to expand around him. "Oh crap, what is going on?" There is nothing Paul can do besides just shrink smaller and smaller. After about thirty seconds of shrinking, Paul is now only five inches tall. He notices a large bed behind him that wasn't there before. It sounds like someone is snoring on top of it. "Maybe this person can help me out and tell me what is going on," Paul thinks to himself. The sheets hanging off the bed just reach the floor. They are black and feel like silk. Paul really doesn't know where he is, but feels compelled to climb to the top of the huge bed. It takes nearly a minute, but Paul is able to pull himself up the soft sheet. Once he reaches the top, he is blown away with what he sees. There is a giant nude woman laying on the bed. She is on her back and appears to be asleep. "Oh wow, she is gorgous," Paul says softly. Her skin is tan and he can see her long brown hair spread out on the pillow. Paul almost feels like he knows this person. "It can't be, how did I get in Mrs. Deitz's bedroom!" Paul's cock quickly inflates as he realizes the giant is his biology teacher.

Her long feet stick high into the air. He walks slowly up to them. Each foot is nearly twice his height! Paul can see all the lines and wrinkles running through the soles of her feet. He reaches out and touches her skin and it does feel incredibly soft. Her toes have a great balance to them, each one smaller than the one next to it. He realizes if her foot were to come down, it would cover his entire body, something Paul would not mind happening. He then walks past her right foot, toward her ankle. He can't resist, so he leans in and gives it a kiss. The giantess doesn't see to notice him at all. Once Paul pulls his lips off, a familiar sensation spreads through his body. "Oh no, not again!" Paul starts to shrink smaller and Mrs. Deitz grows even larger. "What kind of place is this. It feels like Paul in Wonderland or something," he thinks to himself. He stops shrinking when he is only a couple inches tall. Paul is very confused, but he feels an urge to climb up this giant woman. He must make it to her face to get her attention. The giantess's ankle is now above his head, but he can still use it as something to stand on. He grabs onto her skin and carfully pulls himself up. He then reaches the top of her leg. Because of his size, he can easily walk down Mrs. Deitz's leg. Paul just has to be careful of slipping off because her legs are so smooth.

The giantess's legs appear to stretch out a great distance. Just to reach her waist is 200 to 300 feet. Paul's cock is practically throbbing between his legs. He never imagined he would be this close to his teacher. She seems so powerful in class, always in charge and never letting her guard down. Now she is a real giant. Paul walks down Mrs. Deitz's shin and past her knee. Everything looks so perfect. No flaws in her skin what so ever. As her reaches her thighs, her skin becomes even softer and his feet sink in even more. Some pre-ejaculation oozes from the tip of Paul's dick as he approaches the giantess's dark bush. Her thighs have a perfect shape and Paul can feel the muscle as he walks across her skin. Mrs. Deitz's pussy has a great shape to it. The light in the room shows all the fine details. Paul stands at the top of the giantess's left thigh and is just hypnotized. He decides he must get a closer look. Paul sits down on his ass, then slides down his teacher's creamy thigh. He hits the bed hard, but there is no pain. Paul then stands up and begins to focus his eyes. "Man, it's almost like I am dreaming or something," he says to himself. To his left and right are tall tan walls of flesh, right in front of him is his teacher's tight little asshole, and right above it is the biggest vagina he has ever seen.

Mrs. Deitz's pussy could swallow him whole. Paul is so small, that he actually is closer to the giantess's butthole that her vagina. The opening to her pussy is about eight (of his feet) feet above his head. Her bush is not too thick and not to thin, just right. Her lips are not quite as tan as the rest of her body, but appear just as soft. They appear to be slightly wet as some of the juice glistens in the light. Paul imagines himself normal size stradling Mrs. Deitz. He slips his cock in and screams out in pleasure. Unfortunately he is only an inch tall and could only penetrate a sponge. Paul pumps for a little bit becomes bored because there is no reaction from her. He then wipes the drool from his lips and decides to climb up her bush. He grabs onto her pubic hair and works his way up. Her lips have a sweet smell, like she has just gotten out of the shower. He dangles right by her pussy, and with his free hand, Pauls reaches out and rubs her lip. His hand just glides due to all the juice. His heart beats fast and his dick becomes even harder. Paul tries to hold it, but ends up cumming all over himself. "Oh god, this woman is so hot," he says softly. He pulls himself as close to her lips as possible, then begins to lick and kiss frantically. More of her juices begin to seep out, but then Paul's body begins to tingle. The kissing is causing him to shrink again. He opens his eyes and realizes what is happening. He stops the kissing and backs away. His surroundings slowly grow around him. "Oh man, it seems like kissing her causes me to shrink. I wonder if anything causes me to grow," Paul thinks to himself. He looses a little more than half of his height, but continues to climb up to the top. Her hair is much thicker and easier to hold on to. Paul reaches the top and stands in Mrs. Deitz's brown carpet.

Paul looks down to his teacher's feet and they seem very far away. The whole situation seams surreal as Paul is nearly the size of a bug now. "This feels like I am on some kind of movie set," he thinks to himself. Paul turns around the other way and looks up the giantess's chest. Her skin appears as a wide pink plane extending a great distance. He tits are like mountains in the background. They are each topped with huge dark nipples. As Paul steps from the bush onto her skin, his dick quickly becomes hard again. Paul feels like an ant as he walks across his teacher's gigantic body. He reaches her belly button and it appears to be very deep. The top is a perfect circle surround by muscle. Mrs. Deitz's stomach is very flat and tone. As he walks across the beautiful work of art, he realizes she could easily land a job in some kind of a work out video. Paul crosses the giantess's stomach and heads right for her twin peaks.

Her tits are absolutely enormous. Each boob has perfect shape and is also very firm. Paul rubs his hand across her breast on the left and it sends a surge through his cock. He then looks up at the top of her breast and begins to climb. His feet sink deep into her skin, but this allows him to climb right up. He reaches the top and is just mesmorized by her nipple. It is very wide and has a huge areola surrounding it. Paul studies this whole area carefully since he has never seen it so up close before. He grabs and prods her nipple and it slowly begins to inflate. Skin begins to tighten up as is rises taller. Paul notices the hole where milk comes out of and has an idea. He gets on top of her nipple face down then grabs his dick. He sticks it into the hole and begins to fuck it. At first it is a little dry, then some kind of liquid seeps out and lubes everything up. If only Mrs. Deitz could see Paul now. He looks up at her gigantic face and her eyes are still closed. Her nipple begins to grow even larger and lifts Paul higher into the air. He can't hold it and just explodes into the hole. His body pulses as he cums and without thinking, he licks and kisses the nipple. "Oh no! I am not supposed to do that!" Just on cue, Paul shrinks even smaller. "Shit! I need to get to her before I disappear!" Paul rolls off Mrs. Dietz's nipple, but then tumbles all the way down her breast. It takes at least ten seconds to reach the bottom then he slams into her other breast. Paul bounces backwards and falls face down onto her skin. He is a little bruised but at least his body is stationary for now.

Paul sits up and his teachers tits are nearly twice as big as before. "God damit! How small am I going to get? Mrs. Deitz! Please help me!" Paul screams as loud as he can but the gigantic woman doesn't move. He stands all the way up and begins walking up to her face. He feels like the size of a flea as he walks on her skin. As he approaches, her face keeps increasing in size. Paul reaches the top of her chest. From here on, he has to climb down to her neck and somehow get to her ear. Paul takes a break and stares at his gorgous teacher. Her lips are a light purple color and her nose looks just right. "If only I was a little older and smarter," says Paul as he lets out a loud sigh. All of a sudden, Paul notices his teacher move. Her mouth opens up and she licks her lips. He tongue quickly disappears back into her mouth. Her lips look even softer as then glisten with her saliva. Mrs. Dietz's mouth begins to open again. She lets out a loud yawn which sends hot air toward Paul. The gust pushes him back slightly, but before she closes her mouth, she takes a deep breath back in. Paul is whisped right off his feet and goes flying into his teachers mouth. He screams the entire way until everything goes black.

(Waking up...) 

"Ahhhhhhh!" screams Paul in the classroom. Mrs. Deitz stops her lecture and looks over at her loud student. "Mr. Morris, do you have a problem?" As Paul opens his eyes, he realizes everyone is staring at him. "No Mrs. Dietz. Sorry, it won't happen again," says Paul. "I hope not," replies Mrs. Dietz. The class continues, but there is only ten minutes left. Paul snaps out of his dream state and tries to listen to as much as he can. "Okay, that's it for today," says Mrs. Dietz. All the students file out of the room and Paul is the last one. "You must have had an interesting dream Mr. Morris," Mrs. Dietz says to Paul. "Uh yeah, again sorry about that," replies Paul. "Okay, see you next time," says Mrs. Dietz as she winks at Paul. Paul's stomach begins to flutter as he turns and walks out of the room.