Wayside- The Faulty Projector

The Faulty Projector

Thanks to Cockhole for all of the assistance.

All characters are 18 years of age or older

Brandon Burley stood at his locker, filtering through the heavy textbooks inside. It was Friday morning, and most of his senior-class peers were gearing up for date night or the weekend house party, but this was not the case for him. Nope, instead of kissing girls or binge drinking around a keg, Brandon would likely spend his evening downloading bootleg movies or playing video games. The most exciting thing for him would be if his Dungeons and Dragons group assembled.

At least he had biology class to look forward to. Mrs. Fletcher’s biology class was the highlight of his Monday-Wednesday-Friday schedule, and it wasn’t because it was his first class of the day. He grabbed his botany textbook, which was their current module. But he wasn’t looking forward to learning about which flora was native to the Rocky Mountains. He was looking forward to the Mrs. Fletcher mountains.

Though she didn’t exactly show her body off to the students, she didn’t need to. It was simply impossible to completely hide curves like hers. Brandon pinned her age to be in her late 30s, maybe into her 40s. She had a conservative style of dress, rarely showing anything below the neck or above the knee. But she didn’t need to show skin. Her clothes seemed custom-tailored to fit her like a second skin. Brandon figured she did her best to stay in shape. And he did his best to appreciate that shape as discretely as possible.

To Brandon, Mrs. Fletcher was the perfect MILF fantasy. She had shoulder length blondish-red hair, steely blue almond-shaped eyes, and was a few inches taller than him, probably 5′-7″. He didn’t know much about woman’s measurements, but he estimated each of her breasts to be about the size of a cantaloupe, while he thought of her ass cheeks as the size of volleyballs. She indeed wore mostly DD bras and had a very large, very perky butt.

He excitedly wondered what outfit she’d be wearing today as a tall shadow fell over him from behind.

“I’m gonna need that geometry assignment before lunch, nerd.”

Brandon recognized the voice without even having to turn around. He shuddered, then stuffed the botany book into his backpack. Spinning, he slammed his locker shut and turned to face Steve Nolan.

“Don’t worry, it will only take me five minutes to complete,” he said, attempting to push past the taller boy.

Steve moved to block him. “Don’t mess around, Burley. Mr. Sterniolo will have my ass if I’m late with this one.”

Brandon lowered his shoulder and forced his way by Steve. “I won’t be late.”

Steve swiped a hand at the back of Brandon’s head, barely swooshing his messy, thick black hair. Brandon smoothed his hair back into place.

“You better not be!” Steve said menacingly as Brandon hurried down the hall.

“Asshole,” Brandon said under his breath.

The two boys had been classmates since preschool. At that age, things were simple. They both liked ninja turtles, so they became friends. The friendship continued throughout elementary and middle school. The boys became close with each other and often spent time at one house or another. They grew up almost as brothers. It was that fateful summer between 8th and 9th grade that really changed things.

Brandon had always been good with computers, so his mother fostered that affinity, sending him to a week-long computer camp. He made friends with other like-minded kids at the camp and generally had enjoyed himself, learning and exploring on computers that were much more powerful than his PC at home.

Steve, meanwhile, had put on 4″ of height in that last year of middle school. His parents opted to send him to basketball camp, where he was one of the taller boys. Though he remained skinny, Steve transformed into the aggressive jock he was now, in their senior year. He used his former friend to help him pass academically, as he focused on his athleticism.

The nerd/jock relationship solidified over the years spent in high school. Though each other’s respective family still considered them as almost brothers, Brandon viewed Steve as more of a ‘frenemy’, and he tolerated Steve’s bullying attitude. Brandon figured it would be one less jock trying to beat him up, and that maybe Steve would one day lose his asshole attitude.

‘But not today,’ Brandon thought, opening the door to Mrs. Fletcher’s classroom.

He was greeted by the sight of Sandy Fletcher’s huge butt in a tight skirt. The plaid material looked stretched to the max over her broad backside. She glanced over her shoulder.

“Brandon, whew, glad you are here,” she said with a sigh, turning back to the file cabinet she was bent over and sorting through. “I wasn’t sure you’d be here before the rest of the class.”

He stared at her curvy ass shamelessly, as she had turned away from him.

“Yep, I’m here, reporting for duty,” he joked, shamelessly staring at her butt. He felt as if he spoke directly to her broad backside.

“Ah, here…” she muttered, pulling a binder from the lower drawer. Mrs. Fletcher stood tall and turned to Brandon.

He usually got flustered when she confronted him directly, especially for the first time each day. His face flushed now, as it normally did. She wore a plaid, green and red checked skirt, which hugged her lower body, coming to a tapered opening just below her knees. She wore black heels. His gaze travelled up her body, pausing for only a brief moment to enjoy the enormous swells of her tits in her tight green V-neck sweater. There was even a hint of cleavage.

‘How lucky!’ he thought.

Glimpsing cleavage on Mrs. Fletcher’s huge chest was a rare treat. His gaze took in the creamy suggestive bulges of her breasts, sprinkled with freckles.

Sandy Fletcher was known as a conservative teacher, but also as an advocate of the students. Amiable and matronly, she was a paragon of professionalism. Despite her modest dress, she often felt the eyes of her hormone-fueled students roaming her body. Brandon Burley was among the worst at hiding his lusty gaze. She could tell her body mesmerized the poor boy. But she had a soft spot for him. He was her favorite student and was very helpful with technical matters, something she often struggled with. She considered him a blessing and an ally.

“We’ll be covering photosynthesis, today, Brandon. Can you get the projector screen set up for me?”

“Sure thing, Mrs. Fletcher,” he said cheerfully.

He placed a chair below the pull-down handle for the screen at the front of the room. Mrs. Fletcher probably could have reached it for him, if he’d asked. But Brandon stepped up onto the chair before she could offer and pulled the screen down. The teacher turned from him to prepare for the class. Brandon took the opportunity to observe her cleavage again, from higher above this time. His turgid cock swelled enough to create a noticeable shape in his shorts. He got down quickly as the rest of the class began filtering in.

Class began as normal, with Brandon setting everything up while Mrs. Fletcher introduced the topics of the lesson. He made his way to his seat as the tall auburn-haired teacher dimmed the lights. The students fell into silence obediently.

Brandon had already memorized this section of the book, so he absently took notes to keep up appearances, but his real focus was on his teacher’s hot body. He had only been to first base with a girl, and his mind ran wild with fantastical thoughts about Mrs. Fletcher. His stiffening erection was begging for attention, starting to strain in his shorts. He resolved himself to making mental pictures of her most suggestive poses to use as masturbation motivation once he got home.

Mrs. Fletcher worked through the lesson. She enjoyed this particular topic and was happy with the level of engagement of her students.

“That’s right, Monica. Even evergreen trees photosynthesize!”

She clicked the remote to change slides, but the projector did not respond. She pressed the button on the remote again, and again it had no effect.

She frowned, popping the battery out of the remote and re-inserting it. She tried the button, then sighed. With a huff, she crossed to the back of the classroom to the half-cubicle that housed the projector cabinet.

“…darn thing must be older than most of you…” she muttered to a mild response of the students.

Several whispers and the scraping of chairs could be heard as the class shuffled awkwardly. Mrs. Fletcher knew she was losing their attention. She smacked on the large panel button on the back projector and it whirred as if to change slides but froze.

“Darn it!” she hissed, drawing her hand back, then swung again with force. She hit her flat palm hard on the button and the slide switched, but there was a sharp -CRACK-.

Mrs. Fletcher frowned again, looking at the broken pieces of the button. She had hit it too forcefully. The two thin plastic pieces that had been the button fell into the cavity. The contact nub was several inches inside the machine.

“Brandon, be a dear and have a look at the projector for me?” Mrs. Fletcher said in a commanding tone, but with a hint of sweetness.

“Yes, Mrs. Fletcher.” Brandon’s face flushed as he rose dutifully and strode to the cubicle in the rear of the classroom that housed the projector cabinet.

A mocking murmur sounded from the class. Muted “ooohs” and giggles permeated the room. Everyone knew Brandon was Mrs. Fletcher’s “teacher’s pet”.

“That’s enough!” Mrs. Fletcher admonished the class. Silence was restored.

Brandon reached her side and flipped on the surface light to illuminate the projector in its cabinet. The rest of the room remained dark. Hushed mutterings could be heard as students exchanged whispers, their attention waning.

“Class, please flip to the worksheet at the end of the section. Begin answering the ‘challenge’ questions as best you can until we can finish the lesson,” she instructed.

Brandon was reaching into the cavity where the button pieces had disappeared. He had two fingers jammed in, trying to feel for the contact nub.

“The button is smashed, ma’am,” he reported, probing inside with his middle and index fingers. “I can’t quite reach the contact.”

“Here, let me see,” Mrs. Fletcher slid up next to him and crouched down, peering inside the cavity. “Its too dark…” She faced up at him, crouching below him. “See if you can shine your phone light in there…”

Brandon looked down at his teacher’s almond shaped eyes behind her dark-framed glasses. He tried not to imagine how soft her crimson, bee-stung lips would feel. Her face was right above his crotch. Below her upturned face, he could see down the front of her sweater and his gaze fell to her deep, supple cleavage, spotting the birthmark again. He reached into his pocket, fumbling for his phone, as he stared down the V-neck of her sweater. Groping for his phone, he took a moment to palm his spongey, thickening head from inside the pocket of his shorts. His resolve to control himself melted away, staring down at her freckled cleavage.

Mrs. Fletcher watched her young student fiddling in his pocket as he blatantly ogled her bulging chest. He was a sweet boy and meant well but was easily distracted. His gaze made her consider her choice of outfit. She had ordered the new sweater online and when she tried it on, it fit like a dream. The online model that was about her size had not shown cleavage. When Sandy tried it on, bra or not, the neck was just a bit too deep and showed her breasts.

‘It’s only a small bit of cleavage,’ she’d told herself at the time. Well, that had been an oversight. The view was obviously too much for Brandon to focus, with his vantage above her.

She rose to stand. “Stop playing around in your pocket and get your phone, Mr. Burley.” She spoke to him in a low tone, then turned to address the class. “Students, please concentrate. Extra credit for any insightful answers!”

As a notoriously stingy grader, Mrs. Fletcher’s students knew that an opportunity for extra credit was a special thing. Almost immediately, the classroom din quieted and most of the class hunched over their desks, scribbling wildly.

Mrs. Fletcher turned back to Brandon. He had managed to produce his phone. As she watched, his phone light ignited. His eyes raised from the screen to look up at his slightly taller teacher.

“Here, slide back behind me and see if you can shine the light in…” she instructed, crouching again as Brandon moved behind her.

He stared down at the top of her strawberry hair, holding his phone over her shoulder. Brandon did what he could to help illuminate the cavity, but his eyes were drawn magnetically to her cleavage shelf. His vantage point above and behind her afforded him an excellent view. Even more of her boob flesh was visible. He watched the supple tops of her tits ripple as she explored the broken button hole. Brandon struggled to control himself as his erection strained in his jeans. The bulge expanded, growing over the top of Mrs. Fletcher’s head. She continued to investigate, oblivious.

Mrs. Fletcher wiggled the index finger from each hand into the cavity. She couldn’t reach the contact nub. Leaning down further, she examined the depths.

Covertly, Brandon managed to open the camera function without turning off the flashlight. He captured a blurry image of the top of her head and her cleavage, then zoomed in a bit more. With the side of her face perched over a clear shot of her tit-flesh, he took another pic, this time clear and steady.

“The nub is in there, Brandon. You can push it with something firm. It needs to be longer and thicker than my fingers.” She scooted back and felt something firm and tubular against the top of her head. She gazed back and up at her student. She glimpsed his face over his tented jeans. “A little space?”

Brandon flinched when she bumped his bulged crotch. “Oh, uh, right…” he mumbled, stepping back and fumbling with his phone.

‘Oh my God, Mrs. Fletcher just touched it over my jeans!’ he thought excitedly.

Mrs. Fletcher stood and turned to him. She glanced over to a pack of magic markers next to the projector, then grabbed one of them. Brandon slid his phone into his pocket and tried to discretely adjust his heavy erection. He hoped his teacher didn’t notice.

“Here, try one of these,” she instructed, glancing down as she placed the marker into his open palm. His other hand was in his pocket and she saw the obvious motion inside his pants crotch. He seemed emboldened today, odd for Brandon. She cleared her throat and made eye contact with her student.

“And try to keep up, huh?”

“Yes, ma’am.”

He watched her brush past him as she made her way out of the small cubicle. Her perky butt wobbled invitingly in her tight skirt. Inside his pocket, he squeezed the base of his shaft. He tried to close his palm over his wide head, but it was jutting out too far, beyond the reach of the hand in his pocket.

‘I don’t think I’ve ever been so hard…’ Brandon thought, swallowing nervously.

Mrs. Fletcher ascended to the front of the room. “Ok, sorry about that guys,” she said with a hint of a smile. “Pencils DOWN.”

A disappointed buzz fell over the students. Heads lifted and eyes were drawn to her as she continued where she’d left off.

“I will review your answers after class. For now, let’s try to get through the lesson. So, we were taking a look at the 6 steps of photosynthesis. The first three are light dependent…” Mrs. Fletcher used the laser pointer to help the students follow along.

Brandon watched her standing against the illuminated image from the projection. She stood in profile, giving him and the rest of the class a good look at the shape of her curvy bust and backside, highlighted in the darkened room. Her hourglass figure was exaggerated by the contrast. He imagined her naked. Many of the other students were doing the same.

“…light hits the pigmented membrane, splitting into oxygen and water…” she continued.

Brandon fidgeted, struggling to concentrate. He had adjusted his erection so that his right hand could squeeze his mushroom tip inside his pocket. In his left, he still held the magic marker. Knowing he should be ready to change slides, he slid the marker into the square cavity where the button had been. Probing as deep as he could, he waved it around to see if he could feel the contact nub. No luck.

“Next slide, Brandon,” Mrs. Fletcher said, crossing to the other side of the screen.

Brandon pushed the marker in as far as he could, pinching it between his index and middle finger. He strained to fish in deeper. The tip swiped only air inside the projector. He inched the marker to the tips of his fingers, poking it as deep as he could. Just as he thought he felt contact, his fingers slipped, and he dropped the marker. It fell into the machine with a soft clatter.

Mrs. Fletcher crossed her arms over her large breasts. “Brandon, next slide whenever you are ready…”

“Ju- just a minute, ma’am,” he said nervously.

He hastily grabbed another marker and guided it into the square cavity. It slid in and Brandon pushed it deeper. In his rush, the marker slipped and fell to join the first one in the depths of the machine with a clatter.

“Mr. Burley…” the teacher said, smirking now and tapping the toe of her high heel on the tiled floor.

‘Shit, I know my cock is longer than those darn markers…’ Brandon gripped his turgid shaft, trying to focus, but he felt aroused beyond his limits.

“…we’re waiting…” Mrs. Fletcher’s voice rang out.

‘Can I use my dick? I bet no one would notice…’ he considered. The shape and length of his erection were at the front of his mind as he played with himself. Brandon knew he needed to act fast. Should he try another marker?

‘Fuck it…’

Without further thought, Brandon did his best to quietly lower his zipper. The projector cubicle had a low wall that the machine projected over. Standing behind the projector cabinet, and because he was on the shorter side, only Brandon’s upper torso was visible over the wall. He popped open his boxer slit and his eager cock practically freed itself. He slowly eased it out and looked down at the thick, hard meat in his hand.

“Brandon, please…” She looked at him harshly.

His heart was pounding, and he’d never been so erect. He looked up at his cougar teacher. She looked so unbelievably hot, staring at him sternly. Going for broke, Brandon looked down, aimed his cock into the square hole and pushed it in, stepping up against the back of the projector. He felt the warm, stale air of inside the machine on his dick. Inching forward, he hoped and prayed with his entire being that he’d find the nub.

Suddenly, there it was, firm, smooth, and warm against his tip. He thrust into the machine and flexed his cock. He felt the nub depress against his swollen crown.

“Listen, young man, today is not the-” Mrs. Fletcher was cut off as the slide changed with a click. They made eye contact.

Brandon smirked awkwardly, squaring up to the projector cabinet as he held his dick inside.

“Oh, ok, there we go.” Mrs. Fletcher went on to explain the next slide.

Brandon held the boxy projector as if it were a woman’s hips, though he was a virgin and had no idea how to hold a woman’s hips. His head swam, either due to all the blood pumping through his other head, or due to the fact that he was watching his sexy teacher with his cock out, penetrating a 20-year-old faulty projector. The situation was absurd, and it did nothing to dull his arousal. He was drawing sexual pleasure from his teacher’s guidance.

“…bringing the electrons down to enzymes,” she continued. “Next slide, please.”

Brandon thrust into the machine. His tip smashed against the warm nub, changing the slides. The projector wobbled slightly with his thrust. Brandon sighed. The firm collision made his balls tighten. Though he’d never had sex, or even as much as a blowjob, he’d jerked off plenty of times. The sensation he felt made him wonder if he was leaking precum inside the machine.

“…which is the final light dependent step. Now for the light IN-dependent steps.” She addressed him at the back of the room, smiling. “Brandon, next-”

He rammed into the projector, driving his tip against the contact, shaking the projector with more force. It felt so good to slam his engorged head on the contact nub. He held it there, careful not to trigger the button again. His cock was twitching inside the machine in time with his heartbeat.

Mrs. Fletcher smiled at him. “Easy on that old thing, Brandon.”

“yuh… yes ma’am,” he managed.

“Now, step 5 begins the Calvin cycle…” she went on.

Brandon’s grip tightened on the sides of the projector. The screen vibrated slightly as he held it tightly. Mrs. Fletcher paused and made eye contact with him, then continued orating. Brandon felt sweat bead on his forehead. Inside the machine, he felt a tacky wetness between his straining cock head and the contact nub. The pressure was rising in his balls as he felt the familiar tingling building inside him.

His mind raced, he had to control himself. What would he do if he couldn’t? He tried to remember the last time he jerked off. He’d woken up late and missed his morning stroke session. His balls ached for relief, but he had to hold back.

Mrs. Fletcher was using the laser pointer to demonstrate something about photosynthesis, but Brandon had lost all concentration. His mind reeled as his cock throbbed wildly inside the machine.

“Next slide, please.”

Brandon closed his eyes tightly, straining, hoping that by blocking his vision of Mrs. Fletcher, that maybe he’d calm down. He thrust into the projector and the image of his teacher’s deep cleavage from above flashed into his mind. The contact nub smashed against his spongey cock head and he felt the pressure surge from his balls into his shaft.

‘Fuck, I can’t come in this thing!’ he thought.

“…and I’m sure you are all on the edge of your seat to find out what happens in the final step of photosynthesis,” Mrs. Fletcher joked.

A murmur of amusement rose from the class.

“Brandon, next.”

A fresh trickle of sweat slid down his upper lip, snagging in his burgeoning facial hair. He twitched but couldn’t bring himself to cock-press the button. He didn’t think he could do so without exploding.

“Um, Mrs. Fletcher?” he said shakily.

“Oh, what now? Is the darn thing acting up again?” she questioned, turning to face him.

Brandon pretended to try to hit the button again by gently shaking the projector. He didn’t dare move his throbbing hard-on for fear of ejaculation. His knuckles were white as he held the sides of the machine.

“uh, I’m afraid so.”

Mrs. Fletcher reached over and switched on the lights. “Ok, class, we’re going to take a short break here.”

Immediately chairs screeched on the floor as students began to shuffle around.

“Hey, now I’ll give you all two minutes. You hear me, TWO MINUTES!” she said loudly, using her wristwatch to set a timer as the class surged out into the hallway. Mrs. Fletcher joined Brandon in the small cubicle at the back of the room.

“What seems to be the problem now?”

Brandon stood frozen right up against the boxy projector cabinet. His hips were abutting the old thing, his cock completely inside. He swallowed hard as the last student slipped out of the room, leaving the door ajar.

“Brandon, what are you… Wait, how are you pressing the button?” Mrs. Fletcher’s voice was terse.

“Well, um…” Brandon’s pubescent voice cracked as he spoke.

“Where are the markers?” she asked, stepping up beside him.

“They, well, the markers…” he stammered. “They weren’t long enough to reach the-”

“Brandon, it’s ok. Let me have a look. Can you step back?”

“But Mrs. Fletcher… I… I…”

“It’s ok,” she said gently. She put an arm across Brandon’s front and gently pushed, encouraging him to step back.

He let her push him back, reluctantly. “I… um, I…”

They both stared down as the girthy base of Brandon’s erection slid out from the square hole. Mrs. Fletcher’s mouth fell open. Brandon stepped back, revealing his very hard, very bare cock, topped by a sprout of wiry pubes.

Mrs. Fletcher gasped. Brandon took a step back and his dick head cleared the opening. His jutting, stiff member wobbled as it sprang free, drooling a line of precum through the open square hole.

They both stared at his twitching banana-curved erection as the shiny precum strand broke from the projector hole and hung from his tip suggestively.

“I couldn’t reach it with the marker, and you were urging me to change the slides,” Brandon sputtered, speaking way too quickly. Sweat ran down his face as his thick tool bobbed eagerly. “I… I… I-”

‘Jesus, look at that thing,’ Mrs. Fletcher thought, entranced.

“And I just wanted to help, so I…” he rambled.

“No, no,” Mrs. Fletcher said, sounding distant, her eyes locked on his exposed, raging erection. “It’s… it’s ok…”

He watched her shocked face as she gawked at his straining cock. Brandon couldn’t tell if she was talking to him or herself. Or maybe his dick.

He found he was still blurting out words. “I… I… It just felt so good. I didn’t wanna… you know…” he said sheepishly.

Mrs. Fletcher watched the dangling, clear precum strand hanging from the slit in his dick head. Brandon’s curved shaft twitched and more precum surged out, lengthening the strand until in hung all the way down to the tiled floor of the classroom. She noted the dark purple color of his bulbous knob, then finally raised her eyes to meet his intense gaze.

“Well, uh, that is an interesting improvisation, young man,” she said, trying to refocus herself. She had not expected to see such a thick hard cock on her prize student today. It had thrown her off.

“I just didn’t wanna cuuuh… um, I-”

There was a sharp chirp from her wristwatch, indicating 30 seconds left on the timer.

Her eyes fell to his cock. It bobbed with a life of its own. Based on her experience, he certainly looked close to orgasm.

“Shoot, ok, so you um…” Mrs. Fletcher tried to think on the fly. “You need to um… finish?”

Brandon nodded eagerly.

“Like, now?”

Another frantic nod.

“It looks like you are pretty close, yeah?”

“There’s no time. And you can’t shoot your mess in that thing…” Her mind raced. She knew she needed to let the poor guy come somewhere. She needed a cum receptacle.

Brandon shook his head to confirm he did not want to come in her projector.

Mrs. Fletcher considered the one option that popped into her mind. It would have to do.

“Well, just… just…” Resigned to her one idea, she crouched to be level with Brandon’s wobbling erection. “Here, honey, you can shoot it in my mouth. Can you do that, aim it in my mouth?” She blinked up at him.

He looked down at her dumbly, unable to process what was happening.

“The students will be back any second. There’s no time,” Mrs. Fletcher said, literally taking matters into her own hands. She grabbed his shaft and turned her face upward toward him. Blinking up at him with her large, grey-blue eyes behind her glasses, she opened her mouth. The strand of precum broke from Brandon’s tip, now dangling from her chin to the floor.

“Stick your tongue out!” Brandon croaked.

Her pink tongue jutted out, snaking against the bottom of his cock head. She squeezed his shaft firmly, slightly surprised by how hard he was. As trying to free itself from her firm grip, the cock in her hand surged.

Brandon twitched at the feeling of her wet tongue on his purple, swollen head.

“UNGH!”

A thick, rich wad streamed over the crouching teacher’s forehead, striping a pale line onto the floor behind her. Brandon rose up on his tip toes and put his hand over Mrs. Fletcher’s on his shaft, tipping his hard, banana-curved cock down.

With a grunt, he spurted powerfully directly between her open, plump lips. The cumshot fired straight against the back of her throat, stronger than she had expected. She recoiled, but managed to keep her trembling lips open, her tongue out.

“ggoooohh,” she exhaled softly, lips open in an O-shape.

Brandon huffed desperately as the two of them held his surging cock. A white flash blasted from his tip, surging between her thick, dark red lips. The spurt disappeared into her gaping mouth. He felt her squeeze and relax, squeeze and relax her grip, just behind the ridge of his head. She didn’t even stroke him.

His hand fell away as he fired again and again, panting in pleasure.

Mrs. Fletcher pulsed her grip behind his bloated head, trying to encourage Brandon with her gaze. Her tongue became overwhelmed by the taste of cum as she let him fill her mouth. She noted how young men’s cum tasted so much tangier than she’d remembered. It had been years since she’d experienced that taste. Sandy tried to take his ejaculation quickly and quietly. As the cum accumulated, she tasted a strong, fruity aftertaste. It gave her a sort of excited energy and she found herself salivating in response to the flavor.

“Nnnnhh,” she moaned, open-mouthed.

He panted and she moaned. Stream after stream of thick spunk were expelled from his tip only to disappear into Mrs. Fletcher’s open mouth. Her lips curled slightly into a smile. She couldn’t help herself but hoped Brandon wouldn’t notice.

Above her, his vision was dotted with pleasure as his orgasm poured out of him. He watched the white bursts fly from his swollen dick head and soar through her open red lips. He had to grip her shoulder to steady himself. He couldn’t believe what was happening. Through his pleasure, he felt something subtle change between them. It didn’t seem like a big deal as he ejaculated into her mouth, but in that moment, their relationship changed.

Her tongue quickly became crowded with wads and lines of sticky pale sperm. She moaned and cooed slightly with each creamy deposit. His cum felt rich on her tongue.

There was a shuffling at the door as the first few students returned from break. Brandon did his best to push the remaining contents of his balls out into his teacher’s mouth, but time was up. With a reluctant sigh, he returned to flat footed and forced himself to stop spurting. His hand joined hers on his cock as he wiped it on her cum-coated, outstretched tongue.

Mrs. Fletcher heard the commotion of the students behind her. She gave Brandon’s cock a squeeze and felt a thick cum bead drop onto her tongue. He was still very hard in her grip, almost as if he had somehow forced himself to stop coming in her mouth. Letting go of his shaft, she sat back on her heels in the cubicle. It would do no good for her other students to see her crouching and taking a mouthful of Brandon’s sticky cum.

Brandon held his cock, frozen. He watched her crouching as she closed her mouth, her cheeks bulging with cum. Even without a way to compare his loads with other guys, objectively, she had a large volume of liquid teeming inside her sealed lips.

She looked up at him, her eyes starting to water and her lips trembling. She seemed to be struggling to swallow his load. He hadn’t intended to feed it to his hot older teacher, but boy! did he enjoy doing so. His cock was still stiff. He knew he could come more. He had a strong urge to step up to her and stripe more cum onto her face as she labored to gulp down her thick mouthful.

As if to guide his cum down her throat, Mrs. Fletcher ran one hand down the front of her neck. She gulped. She shook her head as the stubborn, sticky spunk clung to her esophagus. But, with another determined swallow, her lips popped open with a satisfied, “Ah.”

She wiped the back of her hand across her mouth and chin, her breath thick with the strong musky flavor of the young man’s cum, mixed with a fruity note. Brandon still watched her, dumbfounded, his bare cock still hard and only visible to her behind the boxy projector, and not the other students. A clear strand dangled from his tip, still aiming at her.

The class settled into their seats as Mrs. Fletcher left Brandon alone in the projector cubicle. She turned away from him and strode to the front of the room. The students quieted obediently to the sound of her heels clicking on the tile.

“Now, where were we,” she said, spinning on a heel to face the class. She felt exhilarated, a renewed energy coursing through her. An effortless smile crossed her face as she flicked the lights off. The projector image became the sole light source once again. “Brandon, is that hunk of junk working again?”

Brandon gave his tense shaft a few strokes, but found he was still at full-mast. He aimed his thick head through the broken button-hole and again penetrated the projector. His meaty knob mashed against the familiar, warm contact nub and he thrust and flexed.

“Yes, ma’am,” he said proudly.

With a whir, the slide changed.

Throughout the rest of the period, Mrs. Fletcher completed her photosynthesis lesson with Brandon erect as a steel pole. He continued to periodically thrust into the projector, changing slides at her notice.

Brandon had a dumb smile on his face the entire time. He had no problem maintaining his erection as he played back the images from earlier in the period. Since he had unloaded such a big cum-load, he was easily able to slow-fuck the machine at Mrs. Fletcher’s command. He could tell there was a fair amount of precum building up on the surface of the contact nub, but he never felt the urge rising toward climax.

Mrs. Fletcher could feel Brandon’s warm load teeming in her tummy for the rest of the lesson. She tasted the lingering flavor of his young spunk on her tongue. At one point during the lesson, she felt a cum-burp bubble up. In a lady-like gesture, she released the brief belch against the back of her hand, excusing herself. She had cum-breath.

She breezed through the rest of her lesson and even had time to go over some of the answers to the ‘challenge’ questions before the end of the period. Some of her students noticed that she was uncharacteristically light-hearted, too. It was chalked up to her excitement for lunch, since this was the last class before everyone’s lunch break.

Either way, Brandon and Mrs. Fletcher were walking on air when the lunch bell finally rang. She had to speak loudly over the students as they gathered their papers and books.

“Please drop your ‘challenge’ answers on my desk on your way out. And Brandon, I’d like a moment with you, so don’t go anywhere.”

Which was fine with him. His stiff cock felt great in the pleasant air inside the machine. Even after he’d turned it off, he continued to absently thrust into it, just to feel that firm, warm nub deep inside. He also enjoyed how his dick head felt, smearing sticky precum all around the inside of the projector. So much for not making a mess.

Mrs. Fletcher followed the last student to the door with a warm farewell, then closed it.

“Well, Mr. Burley, that got a little out of hand, didn’t it?” she said, walking to him with her smile broadening.

He returned the smile as she approached. “I guess it did, ma’am.”

She entered the projector cubicle, then glanced to his crotch, still against the boxy machine.

He sheepishly drew out his dick. It was stiff and thick and heavy-looking. He didn’t even have to hold it. The broad head shone with precum and was smeared with remnants of his spent cum. Brandon’s eyes were darting between his teacher’s full, shiny lips, and her bulging chest.

Mrs. Fletcher watched his twitching erection, then brought her gaze to his face.

“I want you to know that I’m not mad, Brandon.” She reached down and palmed the warm mushroom tip.

He gasped and flinched, then flexed uncontrollably in her grip. Their eyes met.

“In fact, I’m grateful.” She gently smiled at him as she squeezed and loosened her grip on his dick head repeatedly, mimicking the pressure she’d used as he ejaculated. “The dumb school board is notorious for its penny-pinching. I will be able to get a new projector, since this one is now clearly in need of replacement.”

Brandon’s hands instinctively went to Mrs. Fletcher’s hips as she toyed with his cock. His mouth gaped in pleasure. He stared at her closed hand poised atop his girthy, veiny shaft. Glimpses of his shiny head showed through her squeezing fingers.

“You helped me through the lesson when we would have been stopped dead in the water otherwise. That’s an entire period of downtime for each student.”

Mrs. Fletcher’s other hand moved to Brandon’s chin, and she lifted it, so they made eye contact. Brandon blinked dully.

“Now I’ve never had a penis, but I’ve dealt with one or two in my time. I know that not all guys can get hard again like that right after they…” She paused, but then flatly finished. “Well, after they come.”

Brandon swallowed.

“You stayed rock hard after coming. Then, you managed to maintain your big hard-on for another 30 minutes. I’m quite impressed, young man!” Her eyes widened with emphasis. “If your dick weren’t so nice and big, I don’t know how we would have changed the slides. You put those tiny markers to shame, didn’t you, Brandon?”

“Yeh-es, ma’am,” he managed. Suddenly, he felt like he wasn’t all that far from another climax.

“Now, you poor thing, you must be ready to…” she paused, blushing. She didn’t know exactly how to proposition her student. It wasn’t part of her lesson plan. “Well I bet you are in need of release again.”

“Release?” Brandon croaked.

She continued to gently squeeze and loosen her grip on his thick head repeatedly. It filled her entire hand and suddenly, she noticed it was sticky.

“I’m sure you’d like to come again. I am offering you a blow job as a reward for working so hard today. We can sneak off into the janitor’s closet, since its lunchtime.”

Brandon swallowed hard again, wondering if he was daydreaming. “A blowjob?”

“Oh sweetie, you’ve never had one?” Mrs. Fletcher had to stifle a giggle.

He shook his head ‘no’.

“Do you know the janitor’s closet below the ramp, near the auditorium?”

Brandon nodded.

“Meet me there in five minutes. We have the entire lunch period, so there should be plenty of time for me to help you get that release, ok?” She shook his cock in her hand, like she was making a handshake agreement. “A nice big finish. How does that sound?”

Brandon was nodding. “Uh, that sounds great.”

Mrs. Fletcher carefully stuffed his thick cock back into his pants and zipped him up. She gently patted the tented bulge.

“Five minutes, and not a second longer!” She gave his backside a firm whack to get him moving, which did the trick. He sprang into motion.

Brandon had scooped up his books and bag in a flash, then was at the door.

“Oh, and the door code is 1234,” she informed him.

“1234, got it,” he confirmed and was gone.

Mrs. Fletcher smiled to herself as he rushed out. She’d miss her lunch, but that was ok. She’d have two fresh cumloads of protein in her tummy by this afternoon. She set a 5-minute timer on her wrist watch. What a turn of events.

Brandon was still in disbelief. He hurried to his locker, holding his books in such a way to obscure the bulge in his crotch. His raging rod, straining inside his pants, reminded him that it the past series of events had in fact actually happened. He’d fed his sexy teacher a big load of cum!

Reaching his locker, he quickly opened it and stuffed everything inside. He didn’t want to be carrying anything, looking forward to Mrs. Fletcher’s blowjob. He wanted to see her tits again and quickly accessed the picture of her cleavage on his phone.

The tingling on the back of his neck gave him that familiar feeling that someone was behind him.

“What do we have here?” Steve said, snatching the phone before Brandon could react.

“Hey!”

“Jeez, is that…” Steve’s wide-eyed gaze went from Brandon’s phone to his face. “Is that Mrs. Fletcher, you perv?”

“Give it! Come on!” Brandon comically tried to grab the phone back, but Steve was much taller and easily kept possession.

“Wow, I’ve never seen so much cleavage! How did you get this, nerd?”

Brandon couldn’t help but start to smile, looking like the cat the ate the canary. Boys will be boys and Brandon couldn’t fight the urge to brag to his friend. As much as he had grown to dislike Steve recently, he still considered him a long-time friend and confidante.

“You wouldn’t believe me if I told you,” he said boldly.

“You better tell me what’s going on, Burley. If I showed this to Principal McNeal, you’d have a lot of explaining to do.” Steve aloofly lowered the phone to within Brandon’s grasp.

“Fine,” Brandon said, swiping his phone back from Steve in a dexterous movement. “Walk with me, but hurry. I don’t have much time…”

Four minutes left on the timer. Would she go through with this? An impromptu handjob was one thing. Actually, she’d barely done anything to Brandon before he ejaculated, so it was more like aided masturbation. But now, this was a consensual sex act, premediated and agreed upon. She’d offer to give one of her students a blowjob. The thought sent goosebumps over her skin. She had that fluttery feeling in her belly. And that wet feeling between her thighs. Her pussy had started throbbing as she took Brandon’s load in her mouth. She’d been squirmy and wet ever since.

Sandy Fletcher sat at her desk, alone in her classroom. Being alone brought her to a stark realization. She was incredibly horny! Holding Brandon’s eager young cock, swallowing his sperm, it all had such a naughty undertone. What had gotten into her?

She wanted badly to come. She NEEDED to come. She opened the bottom desk drawer and regarded her large purple dildo. Her panties were entirely soaked through. Would she have time to get off and still meet Brandon in the five-minute time frame? No, she wanted to have time to enjoy her orgasm. Her pleasure would have to wait.

She closed the drawer and rose from her desk. Could she really do this? Her heels sounded on the tiled floor of the hallway as she exited her classroom and started off toward the ramp by the gym.

Mrs. Fletcher was a “happily” married woman. She had never exactly been head-over-heels in love with her husband, Scott, but they were comfortable together and she was not interested in getting a divorce either. She enjoyed the lifestyle that Mr. Fletcher’s salary afforded and Scott wanted her to retire early, but she found the teaching job fulfilling. For all the financial benefits of her husband’s job, their personal relationship had suffered over the years, since his work required him to travel extensively. He was usually home for about half-a-week per month.

The frequency and length of his trips grew as he advanced in his position over the years. It seemed that in the past two years specifically, it had gotten so bad that she had grown frustrated and lonely. She had needs that required more attention than one weekend a month.

That reality had not entirely dawned on her as she crossed the hallways of Wayside High, but was starting to. Sure, she was sometimes overwhelmed by sexual needs. She satisfied those with her beloved toys. She had the big purple one at her desk and another dildo/vibrator combination at home that was smaller and clear, but more suitable for partner play. She couldn’t remember the last time they’d enjoyed a play session together.

The distinct flavor persisted in her mouth as she detoured around the busy cafeteria. The taste thrilled her. At a base level, it meant she was still sexually viable. This registered to her unconsciously, but she knowingly enjoyed the lingering musk of a man’s seed on her tongue. Well, a male’s seed, she conceded. Brandon didn’t exactly strike her as a mature man. He did, however, have a huge cock that didn’t seem to quit. How long had it been since she’d felt that much intensity, that much weight and urgency in a hard penis? It had been long enough to be novel. And hard barely described the rigidity of young Brandon’s cock. She thought it felt like a crowbar… a warm, cum-shooting, thick hard metal rod…

She reached the top of the ramp and descended toward the janitor’s closet.

Inside, Brandon and Steve plotted.

“You already got to come in her mouth,” Steve was arguing. “If she sucks my dick first, you can probably get her to suck you off after, since you’ll still be hard and ready to go.”

“You wouldn’t even be here if I didn’t clue you in!” Brandon fought back, indignant. He thought his friend should be content to watch, but Steve wanted in on the action.

“Look, you said yourself she was sympathetic,” Steve reminded him. “If she really wants to please you, she’ll suck you off until you are satisfied, right?”

“Fuck man,” Brandon said harshly. “I got a bad feeling about this. You better not screw this up for me.”

Steve was tall enough to reach the lightbulb illuminating the small space. Their plan was to confuse her with darkness. He began twisting out the bulb.

“Relax Burley. I’m sure she’ll get you off too.”

“You better hope she does, because if she sucks your dick and then leaves, or we get caught, I’ll never forgive you, Steve.” Brandon’s voice was ominous.

Steve knew he could easily physically best Brandon, so he considered the threat mild. But Brandon was his friend and could hold his own. Steve didn’t want to burn that bridge.

“Ok, about to go dark,” he said, turning the bulb.

“I’ll have to do all the talking. You’ll have to hide when she opens the door, but after that, get into place beside me.”

Steve nodded just as the bulb came free, plunging them into darkness.

“Remember to stay completely quiet,” Brandon said in a loud whisper as the echo of high heels on the tile approached from the other side of the door. High pitched beeps sounded from the other side of the door. Someone was keying in the code.

Mrs. Fletcher punched the numbers and the light flashed green. She turned the knob.

Brandon stood inside, his hands over his crotch. “Hi,” he said sheepishly.

“Hey,” she replied, stepping inside.

The door swung, closing off the light. It slammed shut and they became engulfed in darkness.

Mrs. Fletcher reached around in front of her, trying to grab the dangling cord for the overhead light. She pulled it. The switch clicked. No light was produced.

“Um, I think its broken,” Brandon reported.

Mrs. Fletcher tugged the cord a few more times to no result.

“Well, I think we can still do it in the dark, right?” she offered.

“Um, I guess.” Brandon’s voice sank. “Actually, I was hoping to see your ti… your, um, breasts, ma’am.”

“It’s ok. You can say tits. I tried to keep things proper, but if I’m going to give you a blowjob, there’s no use in formalities.” She liked the taboo of hearing him say tits. She liked talking dirty to her ‘teacher’s pet’ student. She just hoped he’d keep calling her ma’am.

“Oh, ok,” Brandon said tentatively, then added, “your tits.”

There was a shuffling in the silence. Then, Mrs. Fletcher spoke.

“Would you like to feel them?” She had lifted them out from her V-neck sweater and bra and was rubbing her nipples. She couldn’t help but sigh.

“Yu-yeah!” he said in an enthusiastic whisper.

“Here…” she took a step forward and stuck out her chest.

A clumsy hand brushed the bottom curve of her bare left breast. Then, she felt the hand fully grasp it. A heartbeat later, a strong grasp closed over her other breast. She sighed heavily at the warm touch and she heard Brandon gasp.

“Have you ever felt a woman’s breasts before, Brandon.”

He swallowed hard. “No ma’am,” he reported, his groping becoming rougher. “They are… huge…” His hands shifted to scoop under the broad curves of her fleshy mounds, as if checking their weight. Both thumbs gently swiped back and forth over her stiff nipples.

She smiled, happy that he was still using the formal moniker. She loved that. To give him better access, she lifted her arms, holding them on top of her head, out of the way. She knew this also lifted her breasts. They must be almost at his chin-level.

“You can play with them a little harder if you want,” she offered.

Both hands tightened over her round orbs, squeezing them. Her supple tit flesh overflowed his grip. Mrs. Fletcher moaned. “Rougher, Brandon.”

His groping hands squeezed harder. He seemed to be testing the elasticity of her breasts. Her nipples grew harder and she shifted her legs, feeling her bare, wet thighs rub together inside her skirt.

“They are so soft.” Brandon’s soft voice quivered. “But your nipples are so hard…”

Mrs. Fletcher sighed with building desire. Her hands moved to where she thought his shoulders would be, so she could press the flesh into him, but she didn’t feel him in the space in front of her.

There was a shuffling sound in the dark. The hands left her chest.

“Brandon?”

A moment later, a wet warmth surrounded her left nipple. It was Brandon’s mouth.

It caught her a bit by surprise, but she let him have his way. “Oh honey, yes, like that,” she purred, slipping her fingers into his hair.

His arms threaded under hers and pressed against her back. Brandon’s mouth sucked her nipple hard, followed by a gentle bite.

“Ooooh!” Mrs. Fletcher cooed, flinching at the pleasure/pain, and surprised that the novice Brandon would be bold enough to bite her. The sensation made her wet pussy throb powerfully.

His mouth moved back, sucking firmly and drawing her heavy left tit away from her body. With a slurp, the suction released, and the mouth clamped onto her right nipple. Mrs. Fletcher held the boy’s head and arched her back into him. She couldn’t help but shake his head slightly as she pressed her tits into his face.

“Mmmm, you are going for extra credit,” she joked, holding him against her bulging breasts.

His mouth moved over her breasts and she felt the rough stubble of his adolescent facial hair scratching her soft, sensitive tit-flesh. She’d never noticed his stubble, but thought nothing of it in the moment. Twisting her shoulders back and forth slightly, she let her perky DDs wobble in the boy’s face.

Suddenly a knee slipped up between her thighs. It pressed against her mound.

‘Wasn’t Brandon too short to do that?’ she wondered. ‘Anyway, my pussy will have to wait.’ She steeled herself.

“Ah ah, that wasn’t part of the deal sweetheart,” she chided. “Now, let’s see if you are still hard.”

At that point, Steve had replaced Brandon and he was hunched over to access Mrs. Fletcher’s tits with his mouth. Brandon had moved to the side slightly, allowing Steve to step in. Brandon tried to make out what was going on in the pure darkness. He was able to discern some of the movements, as he had excellent night vision.

“See for yourself,” Brandon offered, since Steve had to stay silent. He trusted his friend would already be sporting an erection.

Mrs. Fletcher sensed the boy in front of her rising. She lowered her hand to approximately where she thought Brandon’s bulge would be. Her hand hit upper thigh. She explored higher and her fingers found the lump in his crotch. She didn’t notice the differences in the material as she clutched at the throbbing bulge and sank to her knees.

Steve could not believe his luck. He was never smart enough to get into Mrs. Fletcher’s classes, but the hot red-headed MILF was certainly on his radar. He found every opportunity he could to cross paths with the busty teacher. Though it was dark, he could smell her and sense her. Now she was unzipping his fly. He felt his dick surge against her movements.

“Let’s see what we have here, Mr. Burley,” she said cheerfully, opening what she thought was Brandon’s fly. She could feel the heat of his urgent erection as she worked to free it in the darkness.

Mrs. Fletcher and Steve worked together to lower his tight jeans. The garment slinked to the floor at his feet with a muted thud, followed by his boxers. The smell of teenage male filled Mrs. Fletcher’s nostrils. A young man’s cock and balls certainly had a distinct scent.

Steve felt warm hands grip his shaft. He did his best to stifle a sigh.

Brandon felt the pangs of jealousy deep in the pit of his stomach. He didn’t know exactly what was going on, but from what he heard, she’d just taken off his pants. It should be him. In his mind’s eye, he was the one helping his Biology teacher get his dick out. He wanted badly to touch her soft hair and skin. She probably still had her big tits hanging from the stretched V-neck opening. He fought the urge to participate, instead doing his best to stay still.

Mrs. Fletcher looked up in the darkness, trying to sense Brandon’s face above her.

“Very nice Brandon.” She gave his cock a squeeze. “Still very hard. It must have been uncomfortable stuffed in your pants like that.”

“Yuh-yes ma’am.” Brandon said, sounding a bit distant.

‘Hmmm,’ she thought. ‘His shaft felt thicker before…’ she considered. ‘I guess he will get harder.’ With one hand on his shaft, she used the other to gather his balls.

Steve felt one hand leave his shaft. Mrs. Fletcher’s warm palm closed over his dangling testicles. He tried to stay quiet but couldn’t help himself from breathing a little heavier. He placed a hand on top of her head.

Mrs. Fletcher tilted her face up again to address Brandon.

“Now I know this is your first time, so a little etiquette advice: Please be a gentleman and tell me when you are getting close. Its best for me to be prepared, so try to give me at least a little warning, ok?”

Steve felt the crouching teacher place his cock in her mouth. Warmth engulfed the front portion of his dick. He shuddered.

“Of course, ma’am,” Brandon said.

He wondered how they would manage that, since he would have no way of telling when Steve was going to come. But it wasn’t his problem. He tried to be patient.

Steve’s panting could be heard over the wet squishing sound of Mrs. Fletcher’s mouth as she began her blowjob. He let his hand rest atop her bobbing head. Her curly hair was soft and thick.

“Mmmmm,” she moaned, making sure she drooled excessively onto the hard dick in her mouth.

Sandy Fletcher remembered how much she loved giving head. She worked the young stiff dick in her mouth firmly, using one hand to stroke, matching the pace of her bobbing mouth. Her other hand squeezed her huge tits, switching between them. The young man in her mouth grew even stiffer and Mrs. Fletcher realized how much she missed the act. Kneeling on the cool tile, she shifted her knees apart slightly wider. She tweaked each nipple before lowering her hand to slip up her hiked-up skirt.

“Nnnnnhhhhh,” she sighed on the cock in her mouth, rubbing her pussy over her panties. She swirled her tongue over the knobby head.

Brandon thought the silence from his end was growing a bit awkward. He blurted out the first thing he thought of.

“Cuh-can you suck my balls, Mrs. Fletcher?” he croaked. Then he mentally chided himself. Of course, Brandon would love to feel his teacher’s mouth on his balls, but instead, Steve would now be enjoying that sensation.

She moved the hand rubbing her pussy up to Brandon’s (Steve’s) balls, while keeping her other on his shaft.

“Mmmm, like this?” she teased, then dipped her head down and pressed his balls into her mouth. She made sure to slurp at them loudly before she spent a few moments sucking on each one individually.

“Oooooh, yeah,” Brandon said, sounding a little tentative. “Just like that,” he added, trying to sound confident. He longed to know what her mouth would feel like on his nuts.

Indeed, Sandy also loved sucking balls. Something about the idea that just inside the skin of his testicles, Brandon was accumulating a huge volume of cum for her. She knew that wasn’t exactly anatomically accurate, but the thought of sucking a cum-filled ball sack, only to have the contents then ejaculated into her turned her on immensely. She could feel them tighten at her ministrations. Was he getting close already? She really did miss doing this.

With a loud POP, she let the young man’s balls fall from her mouth. Her lips opened wide and she closed them over Brandon’s (Steve’s) stiff, swollen tip. She thrust her mouth down his shaft until her lips met the hand at the base of his cock. With shallow bobs, she throated his entire length. The knob of his head plunged in and out of her wet throat.

His cock felt amazing in her mouth. Her hand again moved to her pussy, this time moving the drenched panty material away so that she could rub her cunt directly. Bolts of pleasure wracked her as she deepthroated Brandon (Steve). His dick was so fucking hard. Since his entire dick was in her throat, she brought her other hand to his balls, finding them tight against his body. She felt the hand in her hair tighten.

Brandon for his part wanted to be ready, if they did manage to switch back without getting caught. He had been slowly lowering his zipper, hoping Mrs. Fletcher would be too distracted to notice.

‘Fuck, Sandy,’ she thought. ‘I really do need to come. And on a real cock for once. If he stays hard, maybe I’ll let him-‘

Her thoughts were interrupted by an insistent tapping on her shoulder. She was using a shallow bob to stimulate the young man’s entire cock. She bobbed back to draw her mouth off, her hand moving from his balls to his shaft. She held the throbbing cock firmly in both hands, looking up to Brandon (Steve), though she could see nothing in the darkness.

Panting, she began, “Ok, where do you want to-” She was cut off as the cock in her hand bucked and a warm burst splattered over her face. “UH!” she grunted.

His cum streamed powerfully onto her forehead and oozed down her face as he continued to ejaculate. Luckily, her glasses provided some slight eye protection. She heard the young man sigh.

With a muffled grunt, she opened her mouth and brought it down to meet her hands. She jammed the spurting dick into her mouth.

Steve panted loudly, thrusting into Mrs. Fletcher’s grip and mouth. Brandon could hear his teacher making desperate, wet sounds with her mouth, sounding exactly as she had back in her classroom when Brandon filled her mouth with cum. He realized what was going on.

Steve had begun ejaculating without warning her, against her request. ‘What an ass,’ Brandon thought.

“Suh-sorry, ma’am!” he feigned, trying to sound as if he was exerting himself through an orgasm. He added a grunt for good measure. “It feels so good… I couldn’t control myself…” Brandon stammered.

Steve felt waves of pleasure ripple through his body, tightly gripping her hair as he unloaded into the red-head’s mouth. He used shuddering thrusts to pump his cum into her. He felt light-headed and wobbled slightly on his feet. After taking a few shots to the face, Mrs. Fletcher actually moaned her way through the rest of his climax, managing to take his load as he thrust into her.

Sandy let him fill her mouth. Her taste buds flared with the musky flavor of his semen, but she noticed a powerful nutty flavor that she didn’t remember tasting before. His essence tasted distinctly different this time for some reason. Why would his second load taste different than his first?

Her thoughts shifted as she realized that her mouth was almost full. She took a deep breath through her nose and swallowed deliberately, which was no easy task with a mouth full of cum and a young hard cock surging and adding more.

“mmmmm,” she cooed softly, working her throat with purpose. It took three difficult gulps, but she felt the grip in her hair relax as the streaming cum relented.

Steve’s body relaxed as he finished. His grip loosened, then fell to her shoulder to brace himself. He felt Mrs. Fletcher’s mouth retreating.

A soft “phew” sound escaped from her lips as Steve’s spent cock slipped out. Splattering cum or spit could be heard landing on the tiled floor.

Mrs. Fletcher sank back on her haunches, coughing. She removed her glasses and felt a thick strand break from them, trailing a wad of cum from her forehead over her left eye. She used her fingers to try to push Brandon’s (Steve’s) cum out of her eye. A gentle sting bloomed in the corner. It had been a long time since she’d gotten cum in her eye, but she knew it wasn’t a big deal, hoping she wouldn’t get pink-eye. She didn’t even notice the shuffling a few inches in front of her as the boys again traded places. She sniffled, tasting cum in her nasal cavity.

“You… you surprised me, Brandon…” she said, catching her breath. She coughed, then sniffled. Her nose was runny. She must have snarfed some of his jizz as she tried to swallow.

Brandon stepped into place, trying to square up to the sound of her voice as he held his cock. It was rock hard and had been since he’d come in her mouth in her classroom. He could feel his heartbeat, causing his shaft to throb in time.

“Sorry, Mrs. Fletcher. Gosh, it just felt so good…” He reached out and felt her soft hair. “I couldn’t help it.” He pet her hair gently.

“Well the shoulder tap was just confusing.” She wiped the back of her hand over her face in an attempt to clean up. Then she leaned forward, trying to grope for Brandon to help her stand.

She felt the hard, thick mushroom tip hit her neck, just below her chin. Her hand closed over it.

“Oh my god, Brandon?!” she said in a high-pitched, accusatory tone. “Is this your… You are still hard?”

It was definitely his dick, though it felt lower in space than it had just moments ago. It also was much harder and felt distinctly thicker.

“I… I’m sorry, ma’am?” his voice rose at the end, as if questioning. He wasn’t sure what to say.

She gripped it with both hands and pushed herself up to standing. She chuckled.

“Oh, don’t be sorry about that, Mr. Burley. A nice hard cock is a wonderful thing, and yours just seems to stay ready for action.” She sniffled again. “Can you hand me a rag or something. I think your cum is dripping out of my nose.”

Brandon again felt a pang of jealousy, though his teacher now held his dick. He reached out beside him in the dark and found Steve just next to him. Brandon’s fist bunched in Steve’s shirt tail and he offered the fabric to the space in front of him, where Mrs. Fletcher was standing.

She released his cock and took the shirt tail from him. It seems like an odd angle for his shirt, but Mrs. Fletcher leaned down and used the material to wipe across her face. Hopefully she got most of the cum. She let go and replaced both hands onto Brandon’s shaft.

Steve’s face flushed with concern. Though he had just experienced one of the most intense orgasms of his young life, he felt Mrs. Fletcher wipe her cummy face on his shirt. This was his favorite shirt! He hoped his cum wouldn’t stain.

“Well, it just felt so good to have you suck my cock. I lost control. I’d never done that before,” Brandon explained, trying to bring her around to consider blowing him “again”. His hands found her hips, which helped him orient himself to her in the darkness.

“Mmmm,” she pumped his cock, thinking about how the thick member would feel in her pussy. She figured she’d probably be able to climax easily, given how turned on she already was. “Well, I understand. Your penis has a lot of nerve endings that someone like me can stimulate far more than you’d be able to during masturbation. You probably just didn’t expect it to feel so good.”

“It really caught me off guard.”

“You seem to be all set now though,” she commented, closing one hand over his plum-sized head and squeezing it playfully. She played with him with both hands.

Brandon’s hands grew clammy and warm on her hips, over her skirt. He wanted to put them back on her big tits.

“Can I feel your tits again, ma’am?”

‘God, he’s so polite,’ she thought. ‘That’s really hot!’

She arched her back. “You don’t have to ask when we are in here.” Brandon could practically hear the smile in her voice.

Brandon’s face came down hard in her cleavage as his hands latched onto her jutting tits. Mrs. Fletcher wobbled at his energetic embrace but steadied herself by gripping his cock with both hands.

“Ohhh,” she sighed, throwing her head back. “Oh, yes, Mr. Burley,” she cooed.

He attacked her heaving breasts aggressively. Steve had actually been the one sucking her tits earlier, so Brandon wanted to get his fill. He slurped at her supple, warm mounds, slathering them with his spit. Mrs. Fletcher moved one hand down and began tickling his balls. They seemed much bigger than the ones she’d sucked on a few moments ago.

Brandon’s eyes flew open wide at the contact to his balls. He certainly didn’t want to move his mouth from Mrs. Fletcher’s huge sweater puppies, but there was something he wanted to feel even more.

He lifted his face from her chest. “Will you… uh… suck my balls, again?”

Mrs. Fletcher smiled. She brought a palm up to Brandon’s cheek, looking down at where she assumed his face was in the dark.

“Of course.”

She crouched down instead of kneeling. Using one hand, she lifted his heavy shaft. As she had before, she used her other to press his balls against her lips, kissing them gently. Oddly, they seemed dry when they should still have some of her spit on them. She thought that odd but went about sucking his balls all the same.

“Fuck,” Brandon said flatly as he felt Mrs. Fletcher latch onto his sack. He rubbed her hair absently, as if in reaction to the stimulation on his balls.

“These feel full again, young man,” she commented, then went back to sucking his nuts. Her other hand deftly stroked his shaft while she mouthed his testicles.

“Well, ma’am, I actually wanted to ask you one more thing.”

She popped his left nut out of her mouth. “Go on…” She sucked on his right nut.

“First of all, I absolutely loved coming in your mouth. That was awesome.”

“MmmmmnnnnnMMMMM,” she hummed, sucking and flicking her tongue over his tight ball skin.

“Oh, that feels so good!” He panted, enjoying the sensation, then continued. “But I really wanted to see how your tits would feel.”

“You haven’t had a titjob either, then?” she asked, then immediately felt stupid. He’d already told her that he’d never even felt a pair of tits.

“No, ma’am,” he confirmed.

“Mmm, well,” she said curiously.

She lifted her mouth from his nutsack and guided his tip into her lips. His fat head felt even wider than it had before. As she felt her lips stretch over it, she thought something was off.

“Oh, Mrs. Fletcher,” Brandon sighed as she took his cock in her mouth. His hands went to the top of her head.

Steve tried not to tap his foot or to sigh in boredom. He was growing impatient, wanting more time to play with Mrs. Fletcher’s hot body.

She bobbed rapidly a few times, then throated Brandon. He sighed in pleasure in response. They both worked to sink his curved erection deeper. She thought she’d managed to fully throat him before but found his banana-curved cock threatening her gag reflex. She pulled back. He had indeed triggered her to gag slightly, which made her deposit slick saliva on his shaft.

“Mmmm, just wanted to make sure your big dick was nice and wet,” she explained.

“Wet? For the titjob?” Brandon was clueless.

“Here,” she said, moving in the darkness. “I want you to sit on this bucket. I’ll let you feel my tits on your cock. I’ll even let you cum on them. But I need you to do something first. And I think you’ll enjoy it,” she said coyly.

Brandon found the upside-down bucket with his hands and guided his bare ass onto it. He heard Mrs. Fletcher’s heels clack on the tiled floor as she moved in the darkness. He didn’t know it, but she was hiking up her tight skirt even further, then removing her panties.

He sat. His cock towered up away from his body, sticking up in his lap.

“Mrs. Fletcher?”

Brandon felt her move in close, stepping over his legs. He smelled the sweet perfume emanating from her body and her hair. She moved over him, a warm confident presence in the dark. Her heels rang as she placed them on either side of him, straddling atop the young man.

“Would you like to lose your virginity, Mr. Burley?”

He swallowed hard. His dick throbbed. Was he hearing things? He felt one hand on his shoulder and her other reached back, gripping his shaft just behind his cock head.

“Um, yes please!” he said eagerly.

Steve’s face burned in the small dark room. Not only was his nerdy friend about to lose his virginity to this MILF teacher, but he’d have to sit there and do nothing while she fucked him.

He smirked. The blowjob was still worth it.

Brandon felt Mrs. Fletcher position his hard cock. Then he felt slippery warmth kiss his dick head.

Sandy needed this. Her hungry pussy was screaming at her for attention. She’d just sit on Brandon’s fat cock, pump it a few times, and finally get a well-deserved orgasm on a real-life, in-the-flesh dick. She figured he’d be able to hold off for a few minutes while she rode him to climax, since he’d just came. He had no problem holding back as he fucked the projector. Why would this be any different? Once she took care of herself, she’d finish him off with her tits.

She settled in on his lap, feeling his broad head at her entrance. She felt it throbbing against her labia.

“Mmmm, are you ready for my pussy, Brandon?”

“Yes Ma’am!”

She pushed her hips down. His head penetrated her. They both sighed wantonly.

Steve bit his lip, hearing the lovers engage in the small room. Their satisfied sighs indicated that Brandon was no longer a virgin.

Mrs. Fletcher felt Brandon’s hands clamp onto her hips as he threw his head back, grunting.

“Oh, Mrs…. Mrs. Fletcher, it’s so tight!”

She moved her hands to his chest and slowly worked her aching cunt down the length of his straining shaft.

“Slow… We’ll just… nnnnghh,” she sighed, adjusting to his girth. “…go slow.” Her voice was strained with effort.

She rose up again, then descended, working more of his shaft into her.

“Aaaah…” Brandon sighed, then grunted, “Unnngh,” as his teacher ground down on him.

“Whew, ok, that’s all of it,” Mrs. Fletcher confirmed, her thick ass resting on Brandon’s thighs. “I’m going to ride you now,” she informed him.

Brandon lifted his head, his mouth agape in pleasure. He had no idea a pussy felt like this, so warm, so wet, so enveloping. He nodded, though Mrs. Fletcher wouldn’t be able to see him in the dark.

“Oookaay,” he croaked.

The bucket scraped sharply as it shifted below them, under their combined weights. Mrs. Fletcher put her arms around Brandon’s neck and used her legs to lift and drop her body on his. She felt his unbelievable hard cock straining inside of her. She began driving herself down on his hard pole, fucking him steadily up and down.

Their flesh clapped together gently at first, but the clapping grew louder, sharper. The bucket scraped.

“I… I can’t believe how good it feels inside you, Mrs. Fletcher,” Brandon said breathlessly.

“Mmmm,” she sighed, doing all the work on top. “You have a very nice cock, young man.”

“Oh god, oh god, yes!” he stammered.

He felt her heavy breasts swaying near his face as she worked. He leaned forward and put his face in her bouncing tits. Her skin tasted sweaty. His grip went from her hips, back onto her ass. He squeezed her ass, sucked her nipple, and flexed his dick inside her.

“Yes, Brandon, YES! Suck my tits, YES!” she cried, pinning his head against her bouncing breasts.

“MMMM,” he grunted.

Her pussy worked up and down, accepting him deeper as she bounced. Brandon loved having his face smashed in her warm, soft tits. As she rode him, he felt something familiar. There was a sensation of a small, hard nub flashing against the tip of his flared cock head, deep inside Mrs. Fletcher. It reminded him of the contact nub of the projector.

“Oh fuck, oh fuck Brandon!” Mrs. Fletcher then seemed to remember where they were, in a closet off of a hallway in the high school. She clapped a hand over her mouth, her eyes wide. She realized she would need to climax quietly.

“ohhhhfuck,” she whisper-screamed, putting her hands back on Brandon’s head, pushing him against her chest. She felt the familiar intensity in her core. He’d managed to hit her cervix as she rode him. This put her over the edge.

“MMMMPH!” Brandon grunted into her bashing boobs. The persistent strike of the hard little button inside her against his tip also made him want to climax. He quickly realized he wouldn’t be able to stop himself.

“Suck my nipples, yes! Oh god yes! I’m gonna come on your cock, Brandon!”

His grip tightened on her supple ass cheeks. She bounced and bounced and bounced, her breath quickening.

“fuck OH FUUUCK!” she whispered, her writhing body peaking. He felt her ass cheek tighten in his hands as she clamped down on him.

Brandon tried to extract his face from her bosom, but she was holding him tightly. He felt his balls clench. He sucked a nipple into his mouth and used all the pressure he could muster to suck on her hard thick nipple. He squeezed her ass cheeks as hard as he could, trying his hardest to hold back. Her fat cheeks were tight with strain as he shuddered beneath her.

He lost control and surged past the point of no return. His cock swelled and burst, swelled and burst, pumping knot after knot of cum into her. The pleasure was so intense, he thought he’d collapse if he wasn’t already sitting.

“NNnnnNNNNnnnggggh,” she wailed quietly.

“MMMMPH,” Brandon trembled and grunted below her.

“Aaah aaaah aahhhh fuck…” she sighed, easing her grip on Brandon’s head. She lowered her forehead onto his shoulder, coming to a rest as her climax ebbed.

Brandon’s face came free and he gasped for air, desperately thrusting his hips up into his curvy teacher.

Mrs. Fletcher’s eyes opened wide. His cock was bucking inside her. She felt the slick, warm spread of hot cum between the buttery folds of her pussy.

He was coming inside her.

“You are coming inside me!” she gasped, putting her heeled-feet flat on the ground. She pushed herself up from Brandon’s lap, her pussy rising from his thick pole.

“Gah! Ah… ah…” Brandon sighed, releasing her ass. His cock sprang free, throbbing as it tried to pump more cum into his biology teacher. She’d removed herself, so spurts jetted into the air, only to fall onto Brandon, oozing down his tacky shaft.

“Gah… I tried to warn you,” he managed, straining. He gasped for air.

Mrs. Fletcher leaned over and guided his twitching cock against her huge, dangling tits. She felt cum running down her inner thigh, as she began pumping him against her swaying breasts.

“No, no,” she said sweetly, stroking him. He burst powerfully against her broad curves. “It’s my fault, sweetie. I needed to come and I lost control too,” she admitted. But her pussy ached in the best way.

“Ah… ah… ah…” he sighed, pushing out the last of his load onto her tits. His right hand found her ass while she stood by his side, stroking the rest of his cum out of him. He squeezed and played with her supple backside as he finished.

Sensations were heightened in the darkness of that room. The three people in there panted and recovered and the room swam with the heady smell of pussy and spunk.

Through the heavy door, a steady chime sounded in the hallway. It was the change-of-class chime. Lunch hour was over.

“Oh shit!” Mrs. Fletcher said, dropping his heavy cock. Brandon had finally started to go soft. “I completely lost track of time!”

“Darn, me too, ma’am.” Brandon gripped himself and absently stroked his shaft. He knew there was usually more cum left in there, which leaked out as he softened. This time, he wasn’t sure. He had done his best to pump it all into his teacher’s pussy.

“Agh, I’m a mess. I need to go to the ladies’ room before my next class.” She hastily tucked her breasts back into the V-neck of her sweater, though they were speckled with cum. The vigorous sex and her heaving tits had really stretched the sweater material. She’d certainly be sporting a lot of cleavage for the rest of the day.

“Sorry to…” She didn’t know what to even call that. “…kiss and run? I have to go, Brandon.”

“It’s ok, ma’am. I’ll tidy up in here,” he offered, rising and pulling up his pants.

“Thanks honey. See you in class?” Mrs. Fletcher opened the heavy closet door and light streamed in, blinding Brandon.

He hoped that Steve had managed to hide.

“See you later,” Brandon confirmed, and Mrs. Fletcher dashed off, heels clacking.

As the light from the door made a receding triangle, the two boys’ eyes were drawn to something immediately. There, bunched in a bundle on the tiled floor, sat Mrs. Fletcher’s wadded-up pink panties.