Quite often the boys would talk about her at night, what they would like to do with her, and what she could do to them.

Matron was bored and horny. She had to live in the premises of the grand and traditional boarding school and couldn't get out much. Male teachers often tried to ask her out, but they were either ancient or Matron had doubts about their personal hygiene. She hadn't been laid for months, and she was in charge of a group of the older boys, young men really. But Matron knew that she shouldn't seduce any of them, that would be going too far. So at night, Matron would finger herself and indulge in another of life's pleasures.

It was a lucky break for Tom Jennings, on of the more adventurous members of the dorm. He had had the idea of sneaking out after lights out and spying on Matron through her leaded window, he had rigged up a periscope for the purpose but he did not tell anyone. It would be best not to unless it worked.

On the night in question, Tom crept though the bushes and set up the periscope. After a bit of adjustment he trained it on the window. The scene inside the room was yellowed slightly by the light, Matron was sitting on the bed, dressed in her customary night-clothes, a long white cotton shift. Her attention was on something small in her hands, she was rolling a cigarette, Tom thought.

The window was slightly ajar and after a while a faint scent reached Tom. It didn't smell like tobacco, Tom had smoked pot some time before and recognised the smell immediately. As he watched Matron smoke he undid his pants and jerked off, excited by the risk of discovery as much as by Matron.

The next day Tom related what he had seen and smelled to the other boys. They were excited and all wanted to use the periscope. But James, the most popular boy in the dorm was suddenly very thoughtful. "No-one is to use it," he said at length, " I have an idea."

When some dangerous job was required, the boys in the dorm always chose Todd to do the honours. This was not because he was daring or clever, it was because the boy would do whatever anyone told him to do. He crept along the musty corridor that led to Matron's room. He would have been in serious trouble I he had even been caught in that corridor. But the other boys were keeping a watch for him. He stopped outside the door and shoved the note under it. He had read it when James had written it earlier, it read;

"Pot is a dangerous habit.
Especially if the Headmaster finds out.
Carry on with what you normally do,
We will tell you what we want in return for our silence"

Then he ran back to the others.

Later on the boys were getting ready for bed.

"I saw Matron walking outside during Math," commented Tom, "she looked worried, James."

"Good."

Indeed when Matron came around to the dorm to check on them there was the look of nervousness on her face. When she was at the bottom end of the room James said, "close the door."

Matron span around to see some of the boys standing in front of the door.

"What's this?" she demanded.

"You got our note?" asked James.

"What do you want?"

"You." As James spoke the woman noticed that all of the boys were standing around her, erections poking at their pyjama pants.

"I'll scream," she warned.

"And we'll talk about the pot. Just this once, tonight. Then you don't say anything and we don't say anything OK?"

She looked around the room. They were all very eager, and she couldn't see any way out. If she was looking. "All of you?" the heaving of her bosom only hardened the boy's cocks more, some of them now poked out at her, free of restraint or modesty. " I don't think I can..."

"You will."

"I meant I don't think I can do all of you in one night." She smiled, it was a wicked smile, "I'll try, but I might not get any sleep at all."

She began to strip. The attention she had turned her on considerably, her knickers were wet and her nipples stood up under her clothes, but only until she took her underwear off.

The boys closed in on her naked form but she pushed them away.

"No," she said, "lock the door and get in bed. I'll start at the bottom and work my way up."

A moan went up from the boys who slept nearest the door.

" It's alright," she said soothingly, "the boys that wait the longest will be the first on my new rota."

"What new rota?" asked James.

" To spend the night in my bed," she drew herself up, an amazing sight, "you didn't think you could fuck me and leave it at that did you? It'll be one night each, when I want it. Unless I'm really horny, then I might fuck the first boys I come across."

Every mouth was open.

"Well?" said Matron in her haughty 'Matron's' voice, "get in bed then. Anyone who jerks off and then can't get it up when I get to them will be at the bottom of the rota."

James got into the first bed. Matron waited until everyone was in bed before she walked over, still naked. Twelve pairs of eyes hungrily watched her body as she moved. She sat beside the recumbent boy. He was attractive, with fair hair, good looks, and an athletic figure that would help him in later life, she thought. His erect cock was not as big as some of the others waiting for her, but you can't have everything, Matron philosophised.

She lay down and spread her legs. James stared at her glistening pussy in awe.

"Fuck me," she said, by way of encouragement.

The boy got on top of her an inexpertly guided his cock to Matron's waiting pussy. When he was near enough to penetration, Matron grabbed him by the arse and pulled him in. James gasped in pleasure and surprise at the sensation as he fucked his first pussy. As he thrust into her his hands held her waist and he watched the back and forth motion of her breasts.

"Suck them, James." She said quietly.

James looked at her and then, hesitantly, bent down. As her youthful lover attacked her nipples, Matron looked around and saw that all of the boys were watching and jerking off. She moaned in pleasure and was satisfied to see fourteen hands speed up under the cover of the bedsheets. Her hips bucked in rhythm with James' and the boy stopped playing with her tits.

"I'm going to come." He said.

"Come inside me," Matron answered, "I wants everyone's cum inside me."

For a few strokes James was more violent, and then he pushed forwards, forcing his cock as far up Matron as he could, Matrons hands upon his rump.

"Aaahhh Yes!" he cried as he climaxed, and then he subsided, spent. Matron rolled him off and kissed him tenderly. Then she got up and crossed the room.

The next bed belonged to a younger boy called Toby, his smaller cock was straining even as Matron got on the bed . Her hand brushed his erection, and cum exploded from it. It covered Matron's hand and thigh.

"I'm sorry, Matron!" Toby bawled.

"Don't worry about it," she said, soothingly, "I'll soon have you pumping me for hours." She opened her legs, "but now I want you to lick my pussy."

"But it's all wet!"

"Well it's going to get wetter so lick it, now." She gently pushed his head down, Toby began to lap at her, hesitantly at first, gaining confidence as he went.

"That's right," Matron said encouragingly, "spend a bit more time at the top, yes, that's my clit. Keep doing it, mmmm. Don't stop. Oh yes, that's so good, keep going." She glanced across the room, "who's next? Greg? Right Greg, come here and get your cock out. Ah, if you stop now, Toby, I'll never fuck you again. Greg- what a lovely cock- bring it over here, forward a bit, alright. Toby don't stop."

As Toby ate pussy Matron took hold of Greg's cock. "Oh dear," she said in a sing-song voice, "It's all swollen isn't it? Never mind, Matron will kiss it better for you." Her cherry lips parted around his cock and enveloped it in pleasure. Greg's hips moved slightly but Matron's hands prevented him from bucking as she sucked him. She knew that he would not last long, but she was near to orgasm herself. Her hips twitched and one hand left Greg to hold Toby's head in place. Her hips began to buck, she pushes little Toby'' face into her groin. She groaned and sucked with urgency. Greg grasped her head and came, his buttocks twitching as Matron sucked out the last drop. Then she swallowed and released him . Now both hands held Toby as her tongue fucked her. Her back arched as she climaxed.

"Oooooooooooooh!"

She recovered quickly though, at the though of those nine cocks still waiting. Almost absent-mindedly Matron tucked Toby in, then she kissed him softly on the lips and stood up.

Tom was sitting up in bed when Matron leapt on him, pushing him onto his back. As she sat on his stomach, smearing it with pussy juice, saliva and semen. She noticed the home-made periscope.

"So that's how you found out, and you were spying on me? What a clever boy!"

Without warning she forced herself back, Tom's cock slipping into her sloppy womanhood with ease.

They both moaned as Matron rode Tom's cock. Tom reached up and groped her ample breasts.

"Now Tom." Matron warned, "be gentle, they're sensitive."

Tom stroked at the swell of her breasts and every now and then he would run his fingertips over her nipples, the hardness of them was such a contrast with the softness of her skin.

Each time his fingers brushed at her nipples, Matron sped up, fucking his cock all the harder. The motion meant that her bosom moved under his hands, giving more pleasure to both of them. It was too much and Tom's cock began to twitch inside her pussy.

"Miss, I'm going to come, Miss."

"Yes, baby. Give it to me."

Tom grabbed her by the hips and thrust up as far as he could. Matron felt him fill her with more cum. As he fell back she bent forwards and kissed him deeply. "Thankyou, Miss," he whispered. "No. Thank you Tom," Matron whispered back, "you made this possible."

Disengaging herself from Tom's cock, Matron looked around the room, there were still eleven boys to satisfy. "This is taking too long," she muttered. "Right, Sid, get out of bed and stand behind me." She lay herself over the narrow bed, her knees on the floor , her hips on the edge and her breasts bulging against the sheets near the far edge. She wiggled her hips. "get on your knees and," she paused and grinned widely, "stuff my muff!"

Steadying himself by holding onto her waist, Sid pushed into her soaking pussy, leaning back so that he could watch the show. Looking up, Matron saw that Todd was in the next bed, his fingers around his swollen shaft. "Don't waste it Todd. Let me suck it."

Todd knelt in front of Matron, who bobbed back and forth as Sid fucked her. Matron held onto Todd's ass as she took him into her mouth. Then, to Todd's amazement her nose reached his belly, she was deep throating him. Todd tried to thrust, but a warning slap from Matron stopped him. Sid began to fuck her harder, and Matron pulled off from Todd to prevent herself from loosing her voice. Now her tongue was playing with his glans, but Todd looked at Sid reproachfully. Sid pulled a tongue at him. Matron bucked hard as she came without warning the two boys, Sid almost bit his tongue and then yelled as he added to the messy mixture inside her. Todd didn't last any longer and Matron drank it down eagerly.

When Matron stood up she smacked the pair of them on the ass, "Naughty boys!"

Matron crossed the room and took a boy called Ethan by the arm, leading him to the next bed.

"Get off for a second , David," she said to its occupant.

Sitting at the bottom of the bed, Matron spread her legs, "fuck me Ethan."

As Ethan went to oblige, David pushed him out of the way.

"It's my bed!"

Matron shrugged and lay back, "fair enough, Ethan I want you to sit on my stomach, facing me."

Still disappointed at not fucking her Ethan did as he was told. I front of his hard cock, Matron's breasts heaved.

"Now- keep going David-Ethan let me suck your cock for a moment."

He leaned forward, so that he was kneeling over her, Matron licked at him, not so much to please as to get him wet. When she pushed him back his cock was dripping with spit. Matron pushed her lovely breasts together.

"Do you like my breasts?" She asked.

"Oh, yes Miss."

"Fuck them then, fuck my tits." She raised her voice, "don't let up on my pussy, David."

This was because David was straining to see what Ethan was doing, and had slackened his thrusting in his attempts.

Ethan placed his cock between those lovely soft pillows and began thrusting himself, the saliva from Matron's sucking was lubricant enough. Matron's nipples stood out before him and he reached for them.

"Oh yes, Ethan!"

Emboldened, Ethan began to play with her nipples, which made Matron come before she expected to.

"Oh, my boys! I love you! Come in me David! Come on me Ethan!"

Very quickly, they did. Ethan pumped his sperm up her well used pussy and Ethan's cock sprayed white come over Matron's cleavage, where she rubbed it in.

The next bed was a disappointment. Matron stared at the flaccid penis in front of her. "Oh dear, your parents didn't name you very well, did they Dick?" She flung back the sheets in disgust.

There were only three more boys to go. Matron lay down on her back , so that her head was on one side of the bed and her pussy on the other.

"Jack, sit on me like Ethan did. Eddie, poke my pussy and, ah yes, Brian, I want you down my throat. Right Jack, Ethan has made it wet enough, so just fuck them, good boy. Ooh, Eddie, I didn't know how big you were, oh yes. I shall see you tomorrow night. And Brian, BE GENTLE but do the work, I can't really move."

And so the night ended, with Matron, cum everywhere, inside and out, creeping happily to bed. She left her uniform on the dormitory floor, so that she could get it, and hopefully get it later.

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