Like everyone else in her class, I had a crush on Professor Givens. She was older, in her forties I think. But she had total milf energy. She had a beautiful face with piercing green eyes. She dressed pretty conservatively, but I was pretty sure she was hiding some amazing curves. She often wore skirts that, while not risque, nevertheless showed off her toned legs, and she basically always wore heels that helped to accentuate her legs and ass. I heard that she had been pretty active in college with cheerleading and volleyball, and it was clear she still spent time in the gym. She had definitely been one of the popular kids when she was younger.
Me, I was definitely not one of the popular kids. I was a freshman in college, and I was a typical nerd, obsessed with video games and manga. I had pasty white skin with a small amount of acne. I was about six feet tall and 240 pounds, so I was a little overweight, and it mostly showed in a paunch around my midsection and in my face. I had short dark hair that was kind of greasy most of the time. I couldn’t grow a beard, but I got some stubble on my upper lip that just made it look dirty.
Unlike most nerd stereotypes, I wasn’t actually very good at school. I got through high school with average to below-average grades that were just good enough to get me into a mediocre college where I continued just passing my classes without being exceptional in any way.
As I said, basically everyone had a crush on Professor Givens. I even knew of some straight girls who thought she was hot for a middle-aged woman. I wasn’t creepy about my crush. I tried not to stare at her ass too much in class, and I tried very hard not to look down her shirt whenever she bent over. She definitely came to mind sometimes when I masturbated, but that wasn’t creepy, right?
The thing is, Professor Givens had been a smart, athletic, popular kid when she was my age, and she still tended to favor those sorts of students. She had a habit of belittling students like myself who weren’t any of those things.
We were studying poetry one day when she asked the class, “How many syllables are an anapestic trimeter line?” After no one responded, she pointed to me and said, “Jerry, what do you think?”
I stammered for a moment for responding with, “Um, ten?”
She shook her head in disappointment and said, “Perhaps if you spent more time reading for class and less time looking at comic books, you’d be able to answer, and perhaps then your grade wouldn’t be so bad in this class.”
I blushed in embarrassment, though it wasn’t the first time this had happened in this class. There were a few chuckles at my expense around the room, but the loudest came from Dustin Trembly, who was a lot of the things I wasn’t. He was rich, he was handsome, and he was athletic. But he was not especially bright. He wasn’t stupid by any means. I imagine we probably had similar grades in this class. But I knew there was no way he could answer that question either.
But, since Dustin had called attention to himself with his laughter, Professor Givens turned to him and said, “How about you, Dustin?”
While I had blushed in shame and embarrassment, Dustin looked cool and calm and chuckled as he said, “I don’t even know those words. They’re Greek to me.”
“Well, the word ‘anapest’ is actually Greek, so points for stumbling into saying something correct,” Professor Givens said. “But I imagine the only Greek you’re familiar with is plastered on frat houses.”
“Don’t forget the sororities,” he said under his breath with a grin.
“Funny, I believe most of them have forgotten about you,” the professor said.
Dustin didn’t like this, but instead of looking embarrassed, he looked pissed.
The rest of the class went by without incident, but as I was packing up to leave, Professor Givens called asked me to come to her office. Neither of us noticed Dustin following along behind us.
“Jerry,” the professor said, “you really need to pull it together. You are just barely passing this class.”
I tried to concentrate on what she was saying, but I couldn’t take my eyes off of her body. I got a glimpse of cleavage, which she usually hid very well, and my suspicions that she was packing were proven correct.
“Can’t take your eyes off of her, I see,” Dustin said, suddenly standing next to me.
“Excuse me, Dustin, but I’m having a conversation with another student,” Professor Givens said.
Ignoring her, Dustin continued, “You’re such a little nerdy pervert. I bet you get off thinking about our dear professor here.” I blushed. “But, I mean, who can blame you. She hides it well, but I bet she has a rocking bod underneath those frumpy clothes.”
“Dustin, this is most inappropriate …” the professor said before Dustin held up a finger for her to be quiet and, remarkably, she was, though the look in her eyes made it clear she was just as surprised by this as I was.
“You know, I think I can kill two birds with one stone today,” Dustin said. “I can teach the professor a lesson and give you what you’ve always wanted, Larry.”
“It’s Jerry,” I said.
“I don’t care,” he said. “I know you want to see what’s underneath those clothes. I know you want to get into those panties. I can make that happen for you.”
He snapped his fingers, and suddenly the professor and I were floating a foot above the ground, arms and legs spread wide. I wanted to shout in fear or surprise, but I couldn’t make a sound.
The first thing I noticed, other than that I was floating, was that my clothes suddenly felt really uncomfortable. I was facing Professor Givens, who had been wearing a skirt, stockings, heels, and a conservative blouse and blazer. Now, though, she was wearing dirty jeans, brown tennis shoes, and a One Shot t-shirt, exactly what I was wearing. Or, what I had been wearing. I looked down and saw that I was now clad in her outfit.
“I know this part is a little uncomfortable, or so I’ve been told,” Dustin said. “But it’ll get better in a moment.”
As he said that I noticed that where the professor’s outfit had been incredibly snug on my much larger frame, it now felt like it fit much better. Looking at the professor, I could see that she was filling out my clothes better as well. It took me a moment to realize that this wasn’t because the clothes had changed size; rather, it was because we had swapped sizes. Fortunately for me, Professor Givens wasn’t a particularly short woman, but I still seemed to have lost five or six inches of height.
I felt a tingle in my hands and watched as they shrank to a much more petite size while the skin on the backs of them became a little looser and wrinkly. My palms shrank while my fingers became long and narrow as my fingernails grew out and were painted a deep red color. The changes spread up my arms, which became more slender and more defined, though I couldn’t see much of them through the shirt and jacket.
By this point, it was clear what was happening. I had Professor Givens’s clothes, and I had her hands and arms. She, likewise, now had my much larger hands and chunkier arms. We were trading bodies. We both seemed to have the realization at the same time. I tried to shout, to move, to do anything to make it stop, but I wasn’t able to do much more than move my head. I could see from the professor’s eyes that she was experiencing the same thing.
As I frantically shook my hair, I began to feel a tickle on my neck. I looked at the professor and saw that her hair was receding, turning from a lustrous, full-bodied light brown to a lanky, greasy, dark brown that was almost black. Though I couldn’t see more than a few strands in my periphery, I knew that I now had her beautiful hair hanging just past my shoulders.
The changes kept going. I felt an itch over my whole body and watched as the hair on the backs of my hands vanished as all of my body hair disappeared, including the little stubble I had on my upper lip, which now looked completely ridiculous on Professor Givens. I felt an unpleasant cinching in my abdomen and watched as the professor’s stomach ballooned outward, taking on my chubbier appearance. I felt something shifting behind me and knew that my ass had become her ass. Similarly, though I couldn’t see it happening, I felt my legs changing. I could just make out the toes of my feet crammed into the professor’s peep-toe heels, and I watched as they changed shape, going from long and gangly to short and cute with nails painted deep red to match my fingers.
That's when I felt the big change that I'd been dreading. I felt my penis and balls pull up into my body. It hurt like someone kicked me there, but the pain quickly went away as they were replaced with a pussy.
I felt my face shift as I watched the professor’s face morph into mine, her eyes narrowing and turning dark brown, her nose elongating, her mouth widening while wrinkles disappeared and fat appeared, giving her face the round, puffy look I was accustomed to seeing in the mirror. Her beautiful, slightly freckled skin became oily as pimples appeared around her face. I felt a tickle in my throat, and then that was it. The sensations stopped. Or I thought they had until I suddenly had a massive headache, wincing as I saw the professor seem to do the same thing.
Then I was gently set back on the ground facing the image of myself. It’s weird. I’ve seen myself in the mirror every day for my whole life, but there’s something different about seeing it from the outside. I looked even worse than I realized.
Standing in my four-inch heels, I said, “Now look,” before clasping my hand over my mouth as I heard the professor’s voice come out. At least, it was similar to her voice, the way she must have heard it in her head.
Gathering myself, I started again, “Now look here young man,” I said, pointing my finger at Dustin.
Dustin laughed and said, “Young man? I guess I am compared to you now.”
It took me a moment to realize what I’d said. I’d talked just like the professor.
“I know, I know, it’s a little disorienting, or so I’ve been told,” Dustin said. “So, to help you out, I modified your brains a little.” Pointing at my old body, he said, “Why don’t you tell me who you are?”
Stammering, my old body said, “I’m Jerry Brooks. I mean, I’m Jerry. Not Jerry, I’m Jerry. Why can’t I say my name?”
“Oh but you are, Jerry,” Dustin said. “And it’s the name you’ll respond to now as well. Isn’t that right, professor?”
I looked at him as he called me professor and realized that I’d responded to it as though the title belonged to me. I tried to think of my name, and I did. I was Jerry Brooks. So I said, “I still know my name is Holly Givens. I mean, I’m Dr. Holly Givens. No, I’m not a professor, I’m a professor. Ugh.”
“You see, I’m helping you out,” Dustin said. “Now you’ll really get to see what it’s like to live like each other. I didn’t take away any of your old memories. I just made you unable to express them. You’ve each gained new knowledge, though, so that’s something. Let’s go back to the question from class. Jerry, what’s an anapest?”
“I,” my old body began, stuttering. “I don’t know. I mean, I do know, but why can’t I say it?”
“Of course,” Dustin said, “I don’t need to ask the professor here. Of course she knows what an anapest is.”
I thought about it, and he was right. I did know.
“There are some other surprises I’ll let you figure out for yourselves, but here’s a fun one,” Dustin said. “Jerry, answer honestly, what do you think of Professor Givens?”
I could see my old body struggling, as though he was trying to keep something in his mouth before eventually it burst open, and he said, “I think she’s kind of a bitch, but she’s super hot. I wish she was nicer and dressed sexier.”
I found myself thinking of my old body as Jerry, and I watched as he blushed bright red while I could see something stirring in his pants. His eyes went wide as he tried to cover up his erection. God, he’s so gross, I thought before catching myself and realizing I was thinking that way about myself.
“What about you, Holly? What do you think about Jerry here?”
“It’s Professor Givens to you, young man,” I said. “He’s a gross pervert. I know he leers at me while I’m teaching, and he’s always trying to look down my shirt. He’s lazy and stupid, and I don’t really even know what he’s doing in college.”
My immediate feeling when I said that was satisfaction. There was something pleasant about putting down this student. And then I realized I’d just said all of that about myself.
“Well, that wasn’t very nice,” Dustin said. “I know how you can make it up to him. Why don’t you give him something to think about this evening?”
He snapped his fingers, and suddenly I was completely naked. I wanted to cover myself up, but I couldn’t make myself do it. Instead, felt a small grin appear on my face as my hands began to roam over my body. I was putting on quite the show, and it was clear that Jerry was having a hard time keeping it together.
“This is all for you,” I said in a sultry purr. It looked like Jerry was about to explode before Dustin snapped his fingers again, and I was back to being fully clothed.
“That’s just a taste of what you can expect,” Dustin said. “Jerry, you’re now even more attracted to the professor than you ever were before, and you’re going to be more obvious about ogling her and fantasizing about her. I bet it’ll be pretty weird having those reactions to your old body. Professor Givens, you will continue to think of Jerry as a gross, lazy pervert, but now you can’t resist putting on a show for him. You love showing your body off for him, and despite how gross he is to you, it makes you incredibly horny to know that he’s going to be wanking it while thinking about you at least once a day.”
He was right, of course. I felt a dampness in my crotch and a twitch in my stomach. I couldn’t wait to go home and feel up this body while thinking about Jerry’s obsession with me.
Dustin eyed me knowingly. “I know what you’re thinking, but I have another surprise for you to discover later that’ll make things much more exciting. In the meantime, you’ll both live as each other and behave as each other. You won’t really have a choice in the matter.”
“But I don’t know how to be a professor,” I said.
“Of course you do, Professor Givens,” Dustin said. “Or, I should say, you’ll know everything you need to know when you need to know it. I mean, look at how you’re standing now. No trouble with those four-inch heels?”
I took a moment to realize what he was saying. Yes, I was standing in four-inch heels like it was perfectly natural. I also realized that my posture was decidedly feminine, even flirtatious.
“Well, that’s my good deed for the day,” Dustin said. “I wish you both the best of luck, and I’ll be looking forward to our next class even more than usual.”
With that, he left my office, and Jerry and I stood there staring at each other for a moment.
“What,” Jerry began, “what are we going to do? I don’t know how to be you?”
“Honestly,” I said, “there’s not much to it. You live in a dorm on campus and don’t have a lot of friends. You go to classes, play video games, and read comics.”
“Manga,” Jerry corrected. “Wait? How did I know that?”
I leaned over the desk, giving Jerry a view down my blouse, pussy moistening as I saw his eyes drift there.
“I think it’ll be harder for me to be you,” I said. “I mean, where do I live?”
“I live in in the Chalke dorm,” Jerry said. “I mean, ugh, there’s no point. I know your address, but I just can’t say it.”
I thought for a moment and realized that I did know the address as well.
“It seems like Dustin thought of everything,” I said. “He’s such a good student. I mean, he’s my favorite student. He’s so handsome. Darn it, you know I mean every word of that.” Now I can’t even call Dustin a prick. But, as I thought about Dustin with the word “prick” in mind, I started to picture him, shirtless, muscles gleaming, hands roaming over my curves. What the fuck? Where did that come from? God, I hate him so much. But he is pretty hot. Fuck.
“Look, Jerry,” I said, leaning so that my breasts were pushed up by my arms on the desk. His eyes grew wider, and his mouth gaped. “Ugh, you’re such a pervert,” I said even as I unbuttoned the top of my blouse. My pussy was gushing, and I couldn’t wait to get home. “I have another class to prepare for, so please go away and do whatever it is that you do.” I knew exactly what he was going to do, and my arousal was through the roof thinking about it.
“Yes, professor,” Jerry said and left my office.
The rest of the school day went by surprisingly well. I was somehow able to teach my final class of the day. All of the information just appeared in my head as I needed it, just like Dustin said it would. And I wasn’t forced to show myself off to anyone else. It seems that’s reserved just for Jerry. And even that quick thought gave me pleasant chills.
After my last class, I went home, to my new home. My body kind of did it automatically, like muscle memory. I had a nice cottage-style house just a few minutes from campus. I was pleased to learn that I wasn’t married and didn’t have kids. I had apparently been married when I was much younger, but we’d divorced more than a decade ago.
Once home, I immediately headed for my bedroom. While I never wanted any of this, I have to confess that I was looking forward to this next part. I stripped out of my clothes and admired myself in a standing mirror in the corner of the room. I really was hot. My tits were even bigger than I realized even during my brief nude period earlier. I was about to check the tag on the bra, but then the information came into my head: I was a 34E. I also had apparently had a hair removal procedure years ago, and I was completely hairless below the neck, including the important bits.
This was an image I’d daydreamed about a thousand times: Professor Givens caressing her naked body. However, while my mind was definitely turned on, my body was not. There was no moisture between my legs, no feeling in my stomach. I tentatively tried to insert a finger into my pussy, but it was so tight and dry that it hurt. What’s was going on? I was so horny earlier today, and now, nothing.
I thought about earlier, with Jerry ogling my breasts, and suddenly I began to feel things change. The more I thought about it, the wetter I got, until I could see my bald pussy gleaming in the mirror. Now, I began to rub myself. For part of me, this was a totally new experience. But another part of me had done this many times before. I knew just how to touch myself to elicit the greatest pleasure. I began to moan in need. I knew I kept some toys in my bedside table, but I wanted this first time to be purely manual. I reclined on the side of the bed, still able to see myself in the mirror if I looked up. I rubbed myself, spreading moisture all around my pussy, and then I confidently inserted a finger into my pussy. For an older woman, things still felt pretty tight down there. I mean, I wasn’t an expert. As Jerry, I’d never had sex, and I had no memories of Holly ever having been with another woman, so I didn’t have a ton to compare it to. But it definitely felt good.
As I rubbed myself, I thought of Jerry, who was probably wanking to thoughts of me right now. The idea of him climaxing in his dorm at exactly the same time that I would climax drove me wild. But as I continued, my thoughts shifted. The closer I got to orgasm, the less I thought about pervy Jerry and the more I thought about Dustin. My mind was repulsed, but my body was wild, and I was too far gone by this point to stop. I climaxed while screaming Dustin’s name. Fuck that guy.