The Professor turns into a sexy MILF of a teacher.

It seemed like, with horny college students like this, only eye candy would make them pay attention to a lecture. As Thomas wrote on the white-board, adding dates and details he wished they were actually reading, he laughed a little. Yeah, maybe if their teacher was some hot, forty-year old cougar, maybe then they'd look at him. The fantasy started invading his mind as he was lecturing. At this angle, they'd probably have their eyes on her ass, one that would fill out her beige skirt that was just short enough to give them the hope of seeing her panties.

As the fantasy played out in his mind, the reality began to change. His flat, boring butt filled out, his boxers becoming frilly panties, and his slacks turning into the exact skirt he'd imagined. As his legs were uncovered, they changed as well into the kind of thick, comely appendages he'd had in mind. Wordlessly, the entire class looked at their transforming teacher with curiosity and awe, unable to call his attention to his changes and possibly end the sequence.

Meanwhile, the teacher's fantasy continued. Oh, she would have such large breasts, shown off by an unbuttoned shirt and a cleavage-perfecting bra. Maybe she'd even occasionally drop a marker, acting like it was an accident, while knowing her lean down gave the entire class the perfect peek of her gorgeous mammaries. Sure enough, his shirt and jacket changed to fit the blouse he'd pictured, a bra appeared out of nowhere, and his entire figure shifted into a slightly plump build the perfectly supported a pair of ripe boobs. Her face was the last thing he pictured, just a hint of make-up to accentuate her natural beauty, with long brown hair that framed everything beautifully. Well, that and her trimmed pussy.

And so where once Thomas Morgendorfer once stood, now there was a female teacher in his place, one who suddenly realized the changes that had befallen him. Then his eyes turned to his students, who looked at their transformed teacher with rapturous eyes. One of them, a blushing young man in the front row, spoke up. "We...we won't tell anyone if you don't, Mr., I mean, Ms. Morgendorfer." Suddenly, Thomas began to feel something odd...pride. The way they were looking at him, like he was the most attractive woman in the world, like they would do anything he said, it was intoxicating, it was so pleasurable!