Class Learns New Lessons

Fiona finished now and went up to put her paper in the tray and most of the guys watched her as she had her top off and was in nothing but a bra. What came next blew them away, they would never of thought that shy Fiona would ever do something like this. She rubbed one side of Miss Nella's butt cheeks as she placed the paper in the tray, Miss Nella looked back and saw it was Fiona. Smiling at her and pushing her cheek more into her hand, Fiona rubbed it again and smiled back.

God these kids are bold, Annabelle felt Fiona's hand leave her behind. She returned back to reading with her hands under her face and her breasts resting on the desk. It was cold at first, when she felt the coldness through her bra and a lot on the top exposed parts of her breasts. Her underwear now soaked through, pussy on fire, and she thought back to the last time she had sex.

It was so long ago, eight months ago, she recalled. Remembering the guy she had met at some bookstore, he was around her age and they ran into each other. After talking for a few minutes, he had asked her if he would join her for some coffee, as the bookstore had its own coffee corner inside the place. They went and had a conversation and he was quite a charmer, knew what to say and how to. She didn't expect to have sex with him, but it just happened. Besides, it was since her divorce when she last had sex, anyways.

What an exciting sex life I must have, she thought, looking at the textbook in front of her. Feeling another hand touch her butt again, she jumped from the reminiscing and looked back to see it was George. Smiling, she allowed him to keep touching as he was handing his sheet in. But, now I am spicing everything up, she felt her stomach flip when George lightly slapped her butt before heading back to his desk. It became apart of handing in the worksheets now, rubbing her butt as she was leaning over her desk. She wasn't saying no or complaining. If only they knew, she thought.

When the worksheets were all done, there was a few minutes still left of the fifteen she gave them to finish them up. Looking around the classroom, Annabelle couldn't get enough of seeing the girls baring their bras. It was nice. Looking at the ground and seeing herself in nothing but bra and underwear, with the back pulled down past her butt. It was very hot and she was enjoying every minute of it. Until the big wet spot caught her eye as she was looking back up her body. She was wetter than she had thought, didn't think it was that soaked, she looked at her underwear's wet spot. Making it a little transparent if up close to it.

"Umm, would you all mind if I took my underwear completely off?" Miss Nella spoke up, breaking the staring silence in the classroom. "I appear to have a wet spot and I don't want it, well, ruining my underwear." She thought that up on the spot.

Once again all the students gave permission just about at the same time. Looking their beautiful, middle aged teacher about to strip off her underwear. Some not even believing this is actually going on. Too good to be true, many thought. Until they heard Miss Nella speak up again.

"Aww, you all so considerate." She smiled seductively at them all. "I am glad you are understanding and kind towards me. Not wanting me to be all hot and nasty with this horrible humid and stuffy weather." She gushed to them all these sweet words and thanks.

Placing her thumbs on each side of her hips in the band of her underwear, she hurried up and pulled her panties now completely off. Leaving the class to look at her furry pussy. They could make out some of the dampness in her pussy hair above her lips, where the damp underwear rode up and got it wet. She was mainly hairy above her pussy lips and it fanned out evenly, thick in the middle and light on the sides making a rectangle of black curly hair, stopping a little before her stomach. It was thick looking, and inviting. Annabelle felt her stomach do more flips from now exposing the most private of her body parts to her students.

She felt more hot now than cool, her insides pulsing fast and her nerves causing her to slightly shake. This was by far, the most craziest thing she has ever done. And it is working out so wonderfully well. Reaching behind her, the class looked up and wondered what she was doing now, until they saw her high breasts make a little bounce and then slumped a little. She removed her bra, slipping her arms through the straps and letting it fall down to the ground with her underwear. As she stood there completely naked in front of her students. They all admired her thirty-four year old body.

Her breasts were absolutely gorgeous, so heavy and round and plump. Her nipples hard, a soft pink tint. Her stomach slightly chubby, but fitting the rest of her curvy body, especially her hips. Her hips were round and beautiful, making her legs look all the more beautiful now she is completely naked and standing in front of her class. Allowing them to take in the sight of a mature woman's bare body.

Reaching up, she undid her hair and let it fall down past her shoulders and to her back. Long and shiny black hair that made her skin look light and all the better. A wonderful contrast it did for her. The students were now in awe, looking at, to them, the most beautiful woman they have ever seen. Curvy, voluptuous, and the right size all around to make her come off as a goddess to them.

"You all are making me blush if you keep staring at me like that." She said holding back a giggle.

Snapping them out of their trance, they shook their heads and kept looking at her awaiting instructions for their next assignment or lesson. Not in any state of mind to be learning now, they were still her students and knew better. Looking at her class, Annabelle knew they were no longer in any condition to be learning, so she went and hopped on the edge of her desk and crossed her legs.

"How about we spend the last two periods as a study hall?" She asked the class.

"Yeah!" They all said in near unison.

"Girls, if you want comfortable, too, you may do so as well." Giving them silent permission to strip down completely. Looking at the boys, still straining to hide their bulges and all, she knew she had to let them out or they would be suffering for long time. "Same goes for you guys, also. You may do so. But, this stays in the classroom, you all got me?" She made sure she put that last part in, just incase, they wanted to share their newfound experiences with anyone else in the school.

Emily had took her shirt completely off now, following her bra and was completely topless now, showing off her breasts for the class as they all stared. Fiona took her bra off and stood up with Emily as they both unzipped their jeans and pulled them down along with their underwear. Showing off their sparsely hairy, virgin pussies to the class. Lindsay took her shirt off with her bra, and took unbuttoned her skirt and let it slip down to her ankles and pulled her panties down. Her pussy quite furry and cute looking, Miss Nella saw her in all her glory now. Sarah had stripped down the fastest, already naked before any of the other girls were and was feeling already better.

Their panties all having little wet spots in them, as they were on the ground with the rest of their clothes now. Four naked teenage girls, all virgins, and being stared at by all the guys in the class along with their teacher. Feeling their bodies redden a bit from blushing, they took their seats and watched as the boys started to get comfortable. Mainly starting with their pants, as they all rushed undoing their belts, zippers, and buttons, taking their jeans off and boxers. All different sized dicks flopped out, hard as can be, and many with wet tips from precum. The last one to get out of his jeans was Will, his long dick springing out of his briefs and standing straight out. Each one automatically went straight for their dicks and held them, some even stroking them, feeling so good to finally have that feeling of being relieved.

The girls sat and stared at all the cocks in the classroom, twelve in all, and each one different from the other. It was all new to them, and they were enjoying it very much. Miss Nella even stared, too, taking in the sights of few of the males. Quite endowed some of them are, she thought, feeling her pussy throb from what she just unleashed in the classroom. Her whole class naked, the boys finally taking their shirts off, some opting to leave them on, but all bare where it counts to stare.

"Lets play a game," Miss Nella said as quickly as she did thinking of the idea. "If all the guys would come up to the front of the class and stand in a line, please. The girls and I will see who has the best penises, no that sounds too formal. Dicks, yes that sounds better. See who has the best dicks in the class." She said fast, not wanting to talk herself out of it.

The class all looked at each other, in the eyes, actually. And shrugged, and up came all the males getting in a line in front of the class after they took their shoes off and let their jeans and under shorts on the ground. Miss Nella saw their backsides and grinned at their butts, some were nice looking, quite the rock hard butts they have, others were nice as well, just not as toned. Stepping around, Miss Nella took a seat with the four girls, who she had sit in a group in the middle of the desks.

"You girls ever see a real dick before?" Miss Nella asked the four of them. Who answered with a shake of their heads as they kept staring at all the hard cocks in a line now. So many sizes, thickness, and looks. "Ok, well, what we are going to do is," She smiled at the four girls and continued on. "Grade them with, length, thickness, stroking factors, and taste." Miss Nella saw the girls react the same she did, their stomachs doing flips and nervousness setting in. Oh my god, I cannot believe this, Annabelle didn't know if she should scold herself or congratulate. They are so willing.

"Taste?" Lindsay spoke up. "You mean-"

"Yup, you will take a lick or the heads of their dicks in your mouth and grade the taste." Miss Nella confirmed her suspicion, and the other girls suspicion. "We first grade the length, by looking at it, following the thickness, by taking a hold of it around their shaft and rubbing once up and once down. And ending it with taking a lick or mouth full of dick head for final grade."

The guys all excited from hearing the rules for the contest, none of them at all concerned with who would win or not, but the fact they are going to get touched and all by not only Miss Nella, but the other girls, too! A dream come true for all. This is, just, damn, fucking mind blowing, most of them thought, standing at their place in the line. Their cocks throbbing and twitching now even more from hearing the contest rules.

"Ok, Lindsay, Sarah, Fiona, and Emily, take your places I will be next to Emily in line to finish up the last of what you four did. After we go down the line, we will take our seats again and quietly talk about who gets what in grades." Miss Nella stood up, following the girls and all got in the beginning of the line.

Miss Nella had gotten on her knees on the cold floor and the girls soon followed her down. Lindsay was staring at Will's cock inches from her face, her nipples stiff and pussy throbbing, shaking from nervousness from staring at the round, wet cock head. He was thick, and his balls were quite big hanging in his sac. Miss Nella started the contest with a go and Lindsay started it off after taking a deep breath.

She nervously looked at the size, and with hesitation, she reached out and grabbed the warm, kind of sticky skin, and rubbed it up and then down. She felt the hardness in the palm of her hand, her breathing growing faster as she knew what part of the contest was now.

"Come on, Lindsay," Miss Nella encouraged her. "It's ok, now taste it and move on to the next so Sarah can take her turn and we can hurry up and get to the grading. It's ok, sweetie. Just take a lick and move on."

Lindsay looked up at Will, who already had a big smile on his face, and she stuck her tongue out slowly, grabbed his dick by the head and lifted up and took a lick under his dick. It wasn't so bad, she thought, tastes pretty good. She moved down and Sarah scooted down in front of Will and looked at his now saliva coated dick. After awhile, Will felt his dick begin to tighten up as he kept his hands off of it and soon felt Fiona rub it up and down, before taking his head completely in her mouth. Miss Nella watched on, her whole body shaking from the sight of watching her four virgin girls do this. Now it was Miss Nella up after Fiona had scooted to the next guy, Thomas.

Miss Nella took a look at Will's cock and smiled at it, before taking it into her hand and stroking it a couple of times. Will was already on edge, he was trying to hold back his urge to shoot his load, but lost all control when his naked teacher took his whole cock into her mouth and back out. A string of cum shot out and splattered against her chin and mainly hitting her chest. Miss Nella looked up at Will and he was scared he might get in trouble for getting the teacher dirty. The other girls looked over at Miss Nella and saw the white stuff slowly drip down her breasts and between her breasts. Everyone looking at Miss Nella and she looked over at Fiona. "You almost done with Thomas, honey?" She asked, completely unfazed by the cum shot she just took.

Will took a deep sigh of relief and held his cock in his hand since Miss Nella was the last one in line. The line moved down another one, finally, and all could be heard in the classroom was heavy breathing and sighing, occasional popping sound from a cock leaving a mouth, or a slurp from a cock in a mouth.

"Oh my god!" Sarah let out as she felt a string of hot cum hit the side of her face when she let George's cock out of her mouth. "It's all over my face!"

"Calm down, Sarah." Miss Nella calmly said. "It isn't bad, in fact, either wipe it off with your finger and taste it and swallow it or wipe it off with a tissue."

The end of the line came and all the guys have shot their loads at least once, and all the girls took it with a smile, Miss Nella even had some cum shots on her aside from Will. The girls either wiped it with a finger and swallowed it, or just left it on their faces or bodies it shot on. Miss Nella had Harold's cock in her mouth and she slid back with her lips still wrapped around it as she took it out of her mouth and left it slumping in the air, still slightly hard after he shot a big load of cum on Fiona's face. Miss Nella could still taste the cum, spit of the other girls, and musky taste of cock.

The girls stood back up after they finished with Harold and Miss Nella soon joined them. She took a quick look at the floor where they went across and saw some sperm and pussy juice from her, and the girls, dripping pussies. Miss Nella took the girls back to the back of the classroom where they were to discuss the grading and reveal the top five winners of the contest. The guys kept in their lines, some still stroking their cocks, others holding their cocks, but all eyes on the huddle of five naked women in the back of the room. Four tight butts and one mature, round and beautiful rump.

After about ten minutes had gone by and the girls were over their excitement and took to the contest. Miss Nella smiled and turned around to face the line of naked males completely bared. Stepping up to the front of the desks few feet away from the line, Miss Nella looked up and down, as did the girls.

"Ok, we have decided." Annabelle looked up and down the line at each and every cock. "We are going to pick the top five, and those top five will get a reward that will be announced after we choose."

Miss Nella smiled and looked at each one in their eyes, they all had hopes of being picked. "The fifth place goes to Thomas. Fourth goes to Harold. Third is Will. Second is George. First is Charlie." She announced, hearing cheers and jeers after she had told the top five without any hesitation. "Everyone else now please take a seat and the five chosen stay where you are." She instructed.

The seven guys all took their seats and watched curiously as what was to happen to these five. Miss Nella and the four girls all walked up and Miss Nella stepped in front of Charlie, Emily in front of Will, Sarah was standing near George, Fiona was by Harold, and Lindsay took Thomas.

"The reward for being in top five is two minute blow jobs from each of us." Miss Nella told the reward and saw the five boy's eyes light up as they heard this. "When the two minutes are up, we will switch and suck on another one for two minutes until we have all had each one for the two minutes."

All five women got on their knees and grabbed the dick in front of them and started to stroke it back to full hardness again before putting in their mouths. Miss Nella taught them that after they chosen the top five. Lindsay already was sucking on the dick in front of her, taking half of it in her mouth and holding his legs to keep balance as she crouched in front of him. Emily tried to deep throat Will after she got his dick hard again, but ended up pulling back from gagging, and only took little over half of his dick. Miss Nella chuckled at her attempt and then swallowed Charlie's dick until her nose was touching his pubic hair and she reached up to cup his balls.

Sarah saw that and rubbed his balls as she sucked on George's dick up and down, she felt the warm, soft shaft moving between her lips. All the girls were busy now with having their mouths full of cocks, and the seven behind them watching it all were stroking their dicks at the show. Hearing slurping and suckling noises was too much for them and they kept stroking to it. Miss Nella turned around and saw them stroking.

"No, you can watch, no coming." She ordered them. "You all have jobs after this is done."

Putting smiles on their faces for what is to come, they reluctantly, but in respect, stopped stroking. Watching all of them sucking on the dicks in front of them, keeping their eyes on Miss Nella and how her butt would slightly jiggle and her tits swayed from the side when she stroked on Charlie's dick. The other girls were doing well, too, especially for being their first time actually giving blow jobs. The four girls pussies were so sopping wet, as well was Miss Nella's, but they were told they were not allowed to touch themselves either, not until the end, anyways.

The third rotation was on its way and so far, three of them have came, and Sarah was the first to have one shoot a load. She tried her best to swallow it with his dick still in her mouth, but ended up having it come out the sides and eventually shooting out over her chin and bare breasts and stomach. All the cocks red and wet from the stroking and sucking, as they looked down at the women wrapping their mouths over their dicks. They looked at each other and smiled and looked back down to not miss a view of the mouths moving up and down their dicks. Miss Nella would get the most out of it all, one being experienced, but also being the teacher and feeling so wrong having the teacher doing this.

Before all the top five guys had a chance to be sucked off by each girl, they were growing fatigued and unable to keep their dicks hard. Miss Nella noticed this and called a stop to it, most the girls had three times to do and the guys obviously looked satisfied.

"Ok, time to let the seven behind us have a release." Miss Nella had the five switch places with the seven who were watching the whole show. Their dicks still full and ready to get sucked on. "Ok girls lets have our backs facing each other and make a little circle, now you seven make a circle around us. We are going to have a circle jerk."