Not great...

As it turns out, even in this new reality, Upgraded Max is still just “a student named Max”, massive cock be damned. His attempt at flirting both awkward and rebuked. With a passion. Ms. Angala was still laying into him, sternly telling him “If he had time to daydream about her, he should be studying.”, and “This is a place of learning, not picking up ladies.”

At least Max figured she was saying that. He wasn’t listening and was focusing on the delightful shapes her mouth was making as she talked to him, imagining those lips around his cock.

…

Max suddenly realized that she had stopped talking and was looking at him intently. He really didn’t know where she was in lecturing him and wasn’t sure what to do. So… Haltingly, he asked.

“I’m sorry Ms. Angala. Could you repeat your question?”

Max then braced himself as he wouldn’t be surprised if she reached out and slapped him or started yelling at him for not listening.

Instead of either, Ms. Angala just gave a deep sigh, looking exasperated at him for a minute before talking again.

“Max, I’m sure you’re going through some things, normally you’re just there, head in the clouds, staring forward all class, and still somehow manage to pass my tests. Are you okay?”

This surprised Max, Mrs. Angala had a reputation as the “Ice Queen” of the math department. Never showing anything but contempt for anyone who tried to flirt with her. Her seeming to care was unexpected.

Max paused for a second before just deciding that trying to charm her hadn’t worked, and he got lucky at home by just letting his instincts guide him, so he figured he’d just go for broke and say what he was thinking.

Putting on a remorseful and shy face, “I’m sorry Ms. Angala, I realize I probably hide it better most days, but I just can’t stop looking at you. You’re beautiful. I realize that you probably don’t want that kind of attention since you dress conservatively, but I just can’t help but see how gorgeous you are radiating through your outfits.”

She paused for a second before continuing, “So you’re just looking at my body like every other man, huh?”

Flustered and spilling his guts now, Max just continued to ramble, “No! No, no, no. While I admit that you do have a downright gorgeous body, I also think you, yourself are beautiful. You get this very focused and passionate way about you when you’re teaching that makes you just come alive when you’re in class. It’s like watching someone do something they love and are trying to do it right, it makes you come alive.” Max’s unsociable tendencies decided now was the perfect moment to assert itself and Max closed his mouth, feeling very embarrassed for telling that to her.

A pregnant pause passed through the room as Max waited for her to do something. He assumed it would be to call him a creep or chauvinistic pig and tell him to focus on his work, completely forgetting that he was no longer the runty little guy he used to be.