Late night developments.

Professor Ceril could only stare at the panting female creature straddling him on the bed, her naked breasts and belly heaving with every breath she took as she looked back at him with panic in her eyes. “What just... What did we... What's going on?” She asked out loud, her hands exploring her expanded curves as her paw like hands reached up and felt her muzzled nose. Carefully lifting her off him she closed her eyes and whimpered as he pulled out of her, his still rigid member slid out slowly until it came out with a wet pop, the head of it throbbing as he tried to breath slowly and calm himself down.

Rolling over on the other side of the bed, Anna sighed, finally detached from her mentor and caught her breath as the professor turned to the other side and got to his feet. “I have no idea... It... It must have been the oil we found, it's the only thing that could explain this!” Looking at himself now that he was standing, he craned his longer neck down to look at his changed body. His head nearly touched the ceiling! He had to have been eight feet tall now and if his eyes weren't deceiving him he looked like he had packed on at least fifty pounds of muscle and fat. His arms and legs were solid with defined muscle, sharply contrasted by the round gut that hung from his waist, looking down at his hands he clenched his fingers into a fist and opened them again, each digit was thick and ended in a wide black stub of a fingernail like an elephant’s foot. Peering over his back he shook his head at the disturbing sensation of being able to turn his head over his shoulder, looking down at the foot-long stub of a tail that flicked every now and then when he willed it to.

Anna as tried to cover herself with the ruined blankets on the bed, tying it around herself like a towel it covered her larger body for the time being. “You look like a lizard Professor. “Getting the same idea Prof. Ceril pulled off a blanket of his own and tied it around his larger waist. “Or a dinosaur...” Looking down at himself and the shredded cloths on the floor a shocking thought came to mind to the pair of creatures in the room. “Oh no! The rest of the students were splashed with the stuff too, they must be...” Turning to face his pupil she had already hastened to open the door and ran outside. “ANNA!”

Chasing after the young woman he winced as his waist and shoulders brushed against the door frame, nearly bumping his head as he made it out into the night air and caught up with the lizard woman by the pool. “LET ME GO! We have to find them!” Struggling against the Professor's grip, Anna groaned in protest as she was held against his chest to keep from running away. “We will Anna, we will, but we have to find a doctor... I mean look at us.” Slowly calming down as the old man held her close she whimpered as she could still smell the scent from earlier, although diminished in the open air she could make out Prof. Ceril's musk along with something else that seemed familiar. “Hey... Do you smell that Professor?” Giving the young woman an odd look, he sniffed the air to find what she was talking about, strangely something began to register in his mind, a thin trail of a scent leading out from the motel and past the road, down to the small town minutes away. “I think I can... Smell them, I can actually make them out from this far away.” Tilting his head in different directions he sniffed the air realizing he now had a heightened sense of smell, everything had become more vibrant to him even in the dead of night. From where they stood he could make out the bitter smell of oil stains in the parking lot, the build up of frost in the soda dispensers on the other side of the building, even the stale beer in front of the motel clerk asleep at his chair in front of the television.

Then something else caught their attention, a sweet-smelling scent nearby that enticed them the more they inhaled it. “Oooh, that smells... Nice...” Neither could place their finger on the scent but as they began to wander the pool side to the wall of their motel, they numbed over to the ivy-covered surface as it finally dawned on them what they were smelling. “Ivy?” Both looked to each other for answers just as Anna shrugged and plucked a leaf off the vine. “Why would we be driven towards ivy? You can't even eat it.” Twirling the leaf in her stubby fingers Anna wondered briefly about her meal earlier. “Professor did you eat anything before you... You know, changed?” Looking back at his student the tall dinosaur man shook his head as he kept his eyes on the leaf Anna held in her grip. “Because I tried to eat a sandwich earlier and I almost puked! The only thing I COULD eat was the salad I brought with me on the dig.” Throwing caution to the wind she opened her mouth and took a bite out of the leaf, chewing for a few seconds she then swallowed and waited. “I guess that means it's not toxic huh?” Plucking a leaf from the wall Franz took a bite himself, letting the paper-thin greenery roll around his tongue and teeth before he chewed it into paste and swallowed it down his lengthened neck. Without thinking about it he plucked another leaf off and flat out swallowed it, then reached out for another, and another, and another. Anna was now doing the same, pulling handfuls of ivy leaves off the vines and cramming them into her mouth, chewing as much as she could and gulping it all down before pulling more off the wall.

The more they ate the hungrier they seemed to be as they continued to pull away at the wall plant before them, swallowing down mouthful after mouthful of wide brimmed leaves and chewing them in their crowded mouths. For the better part of five minutes they did this until Anna grew bold and pulled off a link of vine off the wall and started chewing it down, pulling more off until she came to the roots. “Mmmm... So good...” Nearly stripping the wall bare of the ivy both the Professor and Anna stepped back to rub their full stomachs, finally feeling full after eating pounds of leaf and plant matter. Looking over to the pool, Franz panted as he dry gulped the leaves still left in his mouth. “Thirsty...” Staggering over he fell to his hands and knees and started drinking straight from the pool, with Anna followed shortly after.

*

Greg had fallen to his knees, gritting his teeth as his limbs throbbed under his prone body. He could hear screams and tearing sounds in the background as he looked down at his arms through the dizziness and muscle spasms. His hands were getting thicker, the palms becoming padded while his fingers swelled out with blackened finger nails. Arching his back, he could hear tearing as his shirt split at the seams, his pants bursting off his growing legs while he rolled onto his side and spasm from the uncomfortable changes. Turning his head to look at his friends he gasped through the contorting sensations as he watched them change along with him. Jordan was writhing on the floor as he outgrew his shirt and pants, his muscles throbbing as his arms and legs grew thicker with fat and muscle, gasping for air his neck stretched out longer and longer until it was nearly a foot in length. Michelle and Cary held each other against the wall as they grew taller, their long necks arched down, whimpering as their cloths split and tore around them. Sasha managed to get back on her feet, her shoes discarded nearby as her bare toes gripped the wooden floor, wrapping her arms around her now chubby waist she groaned as a tail grew out behind her, lengthening to match her now foot long neck. Wincing and squeezing her eyes shut her face contorted and stretched, flattening her nose into a reptilian muzzle just as a long blue tongue lolled out of her gasping mouth.

The entire bar had made a mass exodus when the five students dropped down to the floor, growing and transforming before their very eyes, terrifying them to such a degree they all ran for their lives, some even catching a ride on the trailer transports parked out front. No one wanted to be around when those kids got up.

“Is everyone OK?” Gasped Greg as the throbbing in his sore muscles faded, slowly he picked himself off the ground and raised his head, finding that it nearly bumped the tiled ceiling above him. “Holy shit I'm huge!” Looking down at his heavy green arms and down to his protruding stomach he realized that all his cloths laid in taters at around his feet, turning to look at his friends he barely recognized them as they got off the floor and looked at each other in panic. “What's happening? What's wrong with my skin?... I have a TAIL!” Looking over her shoulder, and down her back Sasha nearly screamed when she found the stubby foot long thing sticking out behind her. Michelle and Cary were holding each other as they looked down at themselves, not only were they now two feet taller but now they looked like anthropomorphic lizards, their hair still existed on their heads, but the rest of their bodies were smooth and clean, an olive green hide now covering their bodies with splotches of brown over their now round stomachs and foot long necks. “Do you... Do you think that Anna and the Professor went through the same thing?”

“I don't know... What did this to us anywa-” Michelle never finished her sentence as a low growl filled the empty bar, her stomach was empty, more so than she'd ever felt in her life. “Are you alright Michelle?” Looking back at the plate of fries they left on the table something clicked in the woman's mind, licking her lips she staggered over to their table and started eating from their plate, handfuls of the cut potatoes were shoved into her mouth as she desperately chewed and swallowed it all to the last bite. “Michelle!” Grabbing her by her shoulder Greg pulled the green skinned woman away from the table as she gave a final gulp. “Michelle what's gotten into you?” Looking eye to eye with each other she merely shrugged and sniffed the air, smiling as she got out of Greg's hold and started moving to the back of the kitchen. “Hey!” Following her to the back room they found her at the pantry and freezer, both of their doors pulled wide open as she sniffed the air and found what she was looking for. Even wrapped in plastic she and surprisingly the others could make out the scent of lettuce, packaged away in the cool shelf of the double door refrigerator. Tearing the plastic off she shoved her whole face into the plastic container, biting into the wide crispy green leaves like they were the best thing she had ever tasted. “Michelle your acting insane, STOP!” Trying to pull the bag away from her Cary got a cold look from her friend until the tall blonde grabbed a handful and shoved it into her friend's mouth. “If you want some so bad here!”

Stepping back Cary mumbled out a protest before she was to swallow. As soon as she did her stomach growled, almost angrily as she investigated the fridge and darted for a bag of celery. “Oh my GOD, guys you've got to try this stuff.” Waving a handful of celery stalks in front of the others they were to smell the sweet scent of the greens in front of them, one by one they started feeling hungry. Ravenous even! Ten minutes later the refrigerator, pantry and freezer were picked clean of every fruit and vegetable it had, wrappers and containers littered the floor as the five anthropoid dinosaurs sniffed around for anything else to eat. Seconds later the back door to the bar burst open, the heavy metal plank rolling off from the impact as they each squeezed through and broke the door frame on their way out. Not even caring what they sunk their teeth into Sasha tore a shrub out of the ground and bit into it, Cary and Greg pulled at the branches of a nearby tree while Michelle and Jordan began tearing at the tall grass. Every bite they took only made their hunger grew, something their starving addled minds couldn't process until Michelle paused in mid chew and began to convulse.

*

Panting from drinking what had to have been over a gallon of treated water, Professor Ceril and Anna stepped back and sat down to calm their stomachs, both heavy and full after their bout of gorging on ivy. Rolling onto his side Franz sighed as he gained some relief from his heavy middle, Anna doing the same not too far from him. “So full... I don't think I could eat anything else after that.” Listening in as Anna's stomach churned and groaned from being filled, the Professor slowly stood back to his feet to move over to her, rubbing a leathery hand over her side to help sooth her insides. “Tell me when your stomach is settled, its already dark enough that we'll hide easily in the middle of the night, we can head out and find the others soon.” Nodding back to her mentor she sighed as her stomach calmed down, looking back at the wall Anna laughed to herself, the bricks were chipped and cracked from their combined effort to eat every inch of plant life off of it, even the ground was torn up from them going so far as eating the roots.

“I think I can move again, ugh... Let's hope we can find the others soon, I feel so worried about them.” Slowly getting back to her feet she tugged at the blanket still tied around herself to keep herself decent. But then something strange began to happen, the fullness in her stomach began to fade. Looking down she could see her stomach retract slightly, almost like she was sucking in her stomach with a deep breath. Then her heart began to boom in her chest, a heavy pulse beat that shook her to the core as her muscles started to spasm against her will. “Argh!... Professor, it's happening AGAIN!” Buckling down on her hands and knees Anna groaned as she felt herself grow, with every pounding beat of her heart her muscles throbbed and grew. Gritting her teeth she could hear the cracking sounds of her hips widening as her ass swelled out behind her, her tail was stretching out longer now, well past a meter it continued to stretch and thin out the further it grow from the base of her spine. With a gasp of discomfort her shoulders broadened as her chest heaved forward, her breasts swelling even larger as the sounds of fabric tearing told her the blankets were straining to their limits. “It's... Too much... Going to burst!” Small crunching pops from her neck sounded off as it grew longer, growing two feet then three feet long as it caught up with the length of her tail, gasping for air to cry out she felt her jawbones change and lengthen, her muzzle growing out with her ears merging with the rest of her head. By the time it all stopped her make-shift towel had burst off her portly frame, now totally naked once more she shivered in the night air while she calmed down from the growth. But a bellowing roar snapped her attention back to her professor.

Professor Ceril howled as his muscles burned from the inside out, leaning forward against the brick wall of the motel he grew bigger by the second. The bones in his back crunched as a hunch formed on his back, his now eight-foot-long tail thumping the ground behind him as his neck grew out, his face stretching out while a crest bulged from his forehead. Like Anna he was growing both stronger and bulkier, his limbs were the size of tree trunks as his barrel chest was matched by the slopping curve of his stomach. His loin cloth snapped off his widening waistline, the fabric sliding off him to land around his feet as he pounded his meaty fists against the brick work and leaving small dents behind in their wake. “Professor are you alright?” Turning his head to look back at his pupil his eyes went wide as he struggled with himself. “STAY BACK, can hardly... Control myself...” Turning around to face away from the brick wall, the now twelve foot tall Apatosaurus stood on shaky footing as he tried to fight the raging hard on jutting out over a foot from under him, both of his stubby hands turned paws fought to hold it down as Anna stood and stared at the thing with hungry eyes. Running her elephantine paws over her K cup sized breasts she bit her lip when her nipples turned stiff, to her it looked bigger than a baseball bat, with swollen grapefruits pulsing between the man's legs like they were ready to burst. She wanted it, needed it, needed HIM! She wanted him to spear that thing deep inside her nethers and fill her like he did hours ago, the thought making her rub her fattened thighs together and wiggle her four-foot-wide hips. Without even thinking it she started to slowly walk towards him, oblivious to the world around her as she leered at the target of her attention, that is until...

“HEY WHAT THE HELL IS GOING ON OUT THERE?!”

The motel clerk had hastily clicked the headlights on outside the building after he had been woken up by the heavy thumping against his walls, smelling the man move around in his room Anna was terrified when she heard the click of a shotgun being loaded, just as a pair of strong arms from her Professor grabbed hold of her and pulled her with him into the pool.

*

“YES! MORE, RIGHT THERE!!!”

Cary moaned as Greg mounted her from behind, her eyes shut as she felt every thrust slam into her from her current lover. The two had collided into each other earlier and fell a tree in the process, with Greg mounting her over the fallen tree trunk like an animal in heat, they wasted no time on romance or flirting as their arousal had taken them completely over. The growth was both sudden and intense for the five dinosaurs after they had eaten their fill outside the bar. But after the changes subsided and their strength returned they were struck down by another powerful . Looking at each other as if for the first time they could all smell a strange but distinct musk in the air, one that aroused and excited them to near madness. Without speaking a word, they all pressed up against each other. Struggling to align themselves with the partner they pinned down. Michelle was on her back, her stout legs wrapped around Jordan's broad waist as he slammed his hips against hers, his heavy sac bouncing against her tail and ass as he curved his neck down to lick at her immense cleavage. Sasha laid on her side squirming as she watched, her arms no longer capable of reaching over her round stomach to please herself. Instead she tweaked at her plump J cup breasts, her stiff shot glass sized nipples crinkling under her own ministrations until she looked up to find Jordan grunting, a haunting call bellowed out from his open mouth as she watched him tense and pump hot seed into her friend's pussy, his balls deflating as they emptied their payload into the female under him.

As he panted and caught his breath Jordan felt another presence lean up and press against his side, looking over he smiled as Sasha nuzzled up against his neck and moved her stretched lips over to the flattened holes where his ears used to be, licking his face affectionately. “My turn stud...” Moving away far enough to give him room she set down on all fours and raised her tail invitingly, peering over her shoulder and back with her four-foot-long neck with a coy smile across her lips. Pulling out of Michelle with an eager smile of his own, the female dinosaur moaned in protest as she watched Jordan grab hold of Sasha’s wide hips and line himself up. “Hey! What about me?” Frowning as she was ignored by the now rutting couple Michelle looked over to Cary and Greg, the two reaching their own shared climax as the lone female saw her chance to get another go, moving up to press up against her friend's side she offered Greg two females to choose from. Drunk with hormones and lust the lone male grunted in arousal as he pulled out of Cary and dove deep into the blonde female next to her. “Yessss....” Lost in the moment she turned her head to make out with Cary, their long blue tongues tangling with each other as Greg bucked his hips harder.

Sasha was laughing out loud now that Jordan had penetrated her from behind, finally getting the release she was craving all night she squeezed her inner muscles to spur him on, gasping and moaning as she felt his paws grasp at her plump thighs and slap her fat rump. “It was you wasn't it?” Huffed Jordan as he thrust harder into her. “You were the one who was playing around under the table, feeling up my cock with your foot!” Feeling his paws move up to pinch at her stiff nipples Sasha groaned out a response, her back arching from the stimulation. “Is it big enough for ya now Sasha? I... Hrggk... I feel like I could split you in HALF! I don't know what's happening to us but... Argh... I'm loving every second of this!” Switching back to holding her hips and thighs Jordan groaned as he came hard into her. Sasha followed a split second after, wailing out her own release as she was pumped full of hot seed. Losing their strength to stand both dinosaurs rolled over onto their sides, their combined weight causing the ground to shudder slightly as they clung to each other in post coitus. “Mmm... Don't pull out Jordan... I can still feel you pulsing.” Turning her neck, Sasha was amused to see her lover still rock hard and twitching inside her, his sack clenching as it still tried to empty its payload into her. Looking over her shoulder she smirked watching Michelle riding on top of Greg, totally exhausted she still rode out the man even as Cary straddled behind her and arched her neck over Michelle's shoulder to lick at her cleavage.

“I'm hungry, let's see if there's any more plants to eat in town.” Separating from Jordan, Sasha bit her lip as she felt every inch of his length pull out of her until she was standing on all fours, her arms had grown longer during their last growth spurt, now matching her hind legs in length. “Hey maybe that’s it, what if eating til we're full is what makes us get bigger?” Looking to each other and the now barren patch of earth they had scoured of plant life it just made sense to them, already they were twelve feet tall from head to tail, they could only imagine how big they'd get by dawn. “Well if that's the case I'm going to eat more than any of you.” Stated Cary as she marched forward ahead of her friends. “The hell you are, I'm gonna eat til I'm TOWERING over this shitty town!”

*

Walking around the cobbled path of the motel the clerk held a shaking buck-shot rifle in his hands, the spotlights hanging from the roof were really meant to help see the stone work and the doors, not the rest of the grounds and especially not in the dead of night. Wiping sweat off his greasy brow with the sleeve of his buttoned shirt the balding forty something stepped around the poolside to the dented wall where he heard the ruckus seconds earlier. Lowering the gun and scratching the bold spot of his head, he looked around the cracked stone and upturn earth of the walkway and noticed the obvious. “Where the hell's the plants?” Turning around to look over the pool the lights shined off the water like a mirror, tiny bubbles occasionally rose up from the black depths along with the dead leaves and silt. “I really need to stop drinking late at night, maybe bother to spend a few bucks to clean this shit-hole up, don't know what's where anymore...” Clicking the safety back on the weapon the motel clerk shuffled back down the walkway and to his personal quarters. “Damn city boys keeping me up at night too, good thing they're leaving tomorrow.” The lights turning off the second he slammed his door shut, the space of the motel and its parking lot were dark again, the only source of illumination coming from the street lights meters away.

As soon as the area had gone quite again to long forms emerged from the pool, panting and coughing quietly as they extracted themselves from the night chilled waters. “Vfff.... Better than a cold shower.” Crawling out and shivering from being submerged for so long, Franz stood up on his hind legs and helped Anna out of the pool, receiving a grateful smile from the dinosaur woman as they silently made their way out of sight of the motel grounds. “Well looks like we're too big to fit into a doctor's clinic, guess that means we go looking for the others and hope they aren't worse for wear like we are.” Keeping out of the lights of the free way the two dinosaurs walked down the road to the town, their noses raised up to smell the air for their friend's scents. “Uhm... Professor? How did you know we could hold our breaths under water like that?” looking behind his shoulder at the female Apatosaurus Franz smiled as he scratched at his heavy shoulders. “Big dinosaurs needed big lungs to get around, granted we're not huge but I figured at our size we could hold our breaths for an hour.” Looking down at herself Anna grimaced as she found that she was no longer the mousy 5'2 university student from yesterday, now she was twelve feet tall and sporting a long neck and tail. “I hope we don't get any worse.”

“Yeah... Me too Anna, me too.” Walking alone in the dark heading for town the two worried more and more about their current condition, so much so they were oblivious to the shrubs and plants they pulled up and ate, the act now becoming second nature to them just like breathing. Seeing lights up ahead they found the town welcome sign, its lights flickering as their thundering footsteps made the wood and metal thing shake in their passing presence.