Extra Credit: Human Anatomy

"Come speak with me after class," said Professor Kay, glancing down at Bill as she passed.

The test she laid across his desk was marked with a large red "F" on the top corner. He started to sweat. He knew he was bad at biology but he hadn't thought he was that bad. Thoughts of flunking out of college started running through his head and didn't stop for the rest of class. He was almost in a panic.

Finally the class ended and the other students began to file out. He nervously walked up to the lectern where the Professor was arranging her papers. It didn't help his nerves that she was a gorgeous twenty-something just out of grad school a couple of years ago. She looked sleek and professional, with a dark blazer and pencil skirt. Her stockings were the kind with seams up the back, and when she moved sometimes he caught a glimpse of the lacy band at the top, just barely, through the slit that ran up the side of her skirt. It was hard not to let his mind wander, imagining a garter belt, wondering what kind of panties might lie beneath the black fabric before him.

He looked up to find her staring down at him. "Y-yes, Miss Kay?"

"I think you're going to need some extra credit, Bill," she said sternly. He watched her beautiful, full lips moving around the words and his mouth went dry. He nodded.

"What am I going to do with you," she mused after a moment, shaking her head. "You need to focus, Bill. And have a little confidence in yourself. You can do this if you apply yourself."

"Yes ma'am."

"Okay," she said with a smile. "Why don't you come help me with another class. I'll count it toward your test score. And, more importantly, maybe you'll learn something. I think a little hands-on experience could be just what you need to make this material stick. What do you think?"

"I appreciate this chance, Miss Kay. I won't let you down."

"Alright. Well my other class is at the St. Katherine Annex."

"The girl's High School?"

"Yes, the school sends a group of seniors to the Annex for my advanced placement class. It's room 402. Meet me there in two hours."

"I'll be there."

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Bill hurried down the street with his Calculus books and an unfinished report on Anna Karenina, mostly scrawled in the margins of the tome itself, weighing down his pack. He had to rush across campus to make it to the Annex on time after his last class. He huffed up the stairs and stumbled into the room, red faced and out of breath, just as the bell rang.

"Well that was cutting it a bit close, wasn't it?" he heard Miss Kay ask, followed by some girlish snickering.

"Sorry Ma'am." He let his bag slide off his shoulder and looked around. There was the Professor, and maybe a dozen girls at their desks, in their Catholic school uniforms. Pleated skirts, white button up shirts, thigh-high socks. They varied the way they put it together, though; some of the girls kept the tails of their shirts untucked, or pushed their sleeves up past their elbows, or rolled their socks down below their knees. They had a variety of looks, more or less make up, different hair styles. One had black lipstick and eyeliner, dyed hair, and an eyebrow ring. Another one, a bit on the chubby side, wore pink glasses and plastic bracelets. He saw a couple with braces. They were a little intimidating, all dressed in sexy school girl outfits, all their pretty young faces looking at him.

"Uh, should I sit down, Miss Kay?"

"No Bill, you come stand here with me." She smiled encouragement. "Right up here. Thank you. Okay class, we've been studying human sexual anatomy for the past couple of weeks. Today we will be doing a live demonstration. As you can see we'll be examining the male form this afternoon."

Bill shifted uncomfortably, getting more nervous as she went on. "A demonstration of this nature will involve some nudity. That is why this class is limited to seniors at least 18 years old. If anyone is uncomfortable with this portion of the class, you may elect to leave now and write a report on male anatomy from chapter 6 of the textbook instead."

The girls looked around for a few seconds, but none made a move to stand up.

"Alright. Bill, would you please begin by disrobing."

His heart thumped in his chest. "W-what?" he stammered. A few of the girls giggled, but they were silenced by a stern glance from Miss Kay. The Professor's level gaze then settled on Bill and held steady.

"You heard me, young man. This is the extra credit assignment. You can take the grade you got this morning, or you can remove your clothes. Now."

Bill's head was swimming. He glanced at the girls and began to turn around.

"That won't be necessary, Bill. Face the class please."

He swallowed. The girls' eyes were fixed on him like lasers. He tugged off his t-shirt and dropped it by his pack, and kicked his socks and sneakers into the same pile. He brought unsteady hands to his pants and pulled them open. He decided to do it quickly, like tearing off a band-aid, and hooked his thumbs into his boxers and pushed it all down to his ankles, stepping out to stand completely naked with his hands at his sides. He felt the cool air move over every part of his body, making goosebumps rise on his exposed skin.

"Very good, thank you." Miss Kay's heels clicked as she walked up beside him, bringing a cloud of fresh berry scent along with her. She put her hand on his shoulder and let it slide down his back, her nails moving lightly along his shoulder blade, up and down.

"Gather around, girls. Come up close and take a look." She moved her other hand down his abdomen, lightly brushing against his skin with the backs of her fingers. He felt her like a breeze upon his inner thighs, his pubic hair. His cock began to feel heavier, hanging lazily near her hand. It looked like it was slowly taking a breath, the way it expanded, almost imperceptibly.

The girls knelt down in front of him, in a small half circle. Their faces beamed with curiosity and excitement, just inches from his naked penis. He could feel their breath on him. Miss Kay's cool hand drifted close, almost touching him as she spoke.

"Okay girls, who can tell me what this is?"

"The glans," said one, pushing up a pair of wire rimmed glasses with a smile.

"Very good Cynthia. And this?" Cold fingers brushed against his balls, and he felt them pull up in response.

"The scrotum," said one, with a giggle.

"His testicles," said another, in a breathy voice, leaning in slightly as she stared.

"That's correct, Becky, Diane. Amy, would you please get some measurements for us."

The girl with the pink glasses grabbed a fabric measuring tape and returned to the center of the circle, looking up at him with a grin. Bill felt his cock twitch.

"We need circumference and length, dear."

"Okay Miss Kay," she said. She reached out hesitantly, holding the tape in one hand, and bumped into his penis with her fingertip. "Oops." She gingerly lifted his cock, getting a few of her soft fingers underneath it, and carefully made a ring around him with the tape. She held him in her hand as she tried to pull the tape tight and read it. He felt himself swelling in her warm palm. "It's five inches around, ma'am."

"Very good, and length please."

She nodded, glancing up at Bill again. His cock was getting hard now, as she held it. He felt her squeeze it lightly, and let off, as she pulled the measuring tape away. She pushed the end into his pubic hair, against the base of his cock, and pressed him down against her other hand underneath as she drew the tape out along his length.

"Um, it-it won't stay still, ma'am," she said, as the head of his cock pushed up past her wrist. He felt the head swelling where she held it lightly. "It's getting bigger."

"That's alright Amy. Give him a little squeeze with your hands. That's good. Now stroke your hands up and down his penis."

She did, slowly and firmly. Bill had to let out a heavy breath as she curled her fingers around him and slid them up his length, squeezing lightly as she went. "I think it's done growing," she said, fingers in a ring around him, moving up and down. "It feels hard as a rock under the skin." She tugged his skin, stretching it tight, then bunching it up.

"Then get the measurement, please."

"Oh right." She pulled the tape up his length and leaned in to read the number right where it reached the opening at the tip of his cock. "It's eight inches, ma'am. Uh, and a quarter."

"Very nice, Bill," said Miss Kay, looking at him with an unreadable expression. Her eyes lingered on his for a few seconds and then traveled down his body, coming to rest on his throbbing erection.

"Girls, I want each of you to take a turn feeling Bill's erection. This hardening and growing is an expression of the male's sexual arousal, and gives his penis the structure it needs to penetrate a female body during intercourse. Rachel, you're first."

Rachel reached out and accepted Bill's swollen cock from Amy. She squeezed, gently at first, then more firmly. Bill groaned and tried not to buck his hips. He couldn't help but to push himself forward and back slowly, as she moved her hands over him. She wrapped her fingers around the head and leaned in close to look at the underside of his cock.

"Go ahead and feel his testicles as well, dear. Softly!"

The girl cupped his balls and hefted them with her fingers, feeling them move around beneath his skin. "This is fun," she breathed, smiling at Bill.

"Yeah," he panted. "It is, it's-ah-it's very fun-ooh!"

Cynthia scootched up beside Rachel and tentatively stroked him with her fingers. She looked at the head of his cock and brought a single fingertip to the opening there.

"Miss Kay, there's something wet seeping out here," she said, dabbing at a bead of sticky fluid.

"That is called preseminal fluid, Cynthia. Or pre-cum. It is produced when a man's body is preparing for ejaculation. Which brings me to another important part of the demonstration-taste."

"Taste?"

"Yes dear. I don't want you to just feel his penis. I want each of you to taste the fluid that it releases as well. You must familiarize yourself with it thoroughly."

Cynthia glanced up at Bill, smiled, and brought her mouth down to the head of his cock, parting her lips slowly. She extended her tongue, and touched it to the tip of his cock, pulling away with a thin strand of pre-cum connecting her to him, until it snapped and fell across her lower lip and chin. She closed her mouth, moving her tongue around, and made a thoughtful sound. "Mmm," she pondered.

"What do you think?" asked Rachel.

"It's...pretty good. Kinda sweet."

"Let me try," said Amy, leaning in.

"Ladies! No fighting. Share that cock like the good girls you are. Take turns, no more than two at a time."

The girls took a breath, and then Amy and Rachel leaned in slowly, closing their lips over the head of his cock and softly slurping on it from either side. Bill groaned and felt himself thrust forward involuntarily, pushing his cock between them. The girls moved with him, rotating a bit so that Amy's plump, soft lips cradled the underside of his cock, sliding down toward his balls while Rachel took the tip of the head into her mouth. He felt her tongue moving against it, licking his opening as her lips squeezed him.

They came away kissing each other, and more strands of pre-cum stretched between them. "Mmm, mmmm," they whispered as they tasted him on each other's lips.

"Very good, girls. Savor it. Think about the taste. Move it around in your mouth and feel the texture with your tongue."

"I like it a lot, Miss Kay," said Amy, parting from Rachel for a second. Rachel nodded, licking her lips.

"Excellent. You may get another chance to taste him before we are done here. Lydia, why don't you come give it a try now."

The girl with the died hair and black makeup scooted forward. Her dark eyes gazed into his as she leaned in, mouth open, touching her lips to his cock head. She gave a soft, lingering kiss, then another, and a third, moving her head slightly to kiss different parts. Bill felt a fresh surge of pre-cum flow from his cock, seeping onto her cheek. She held his penis to her face, using it to smear the liquid over her skin. "Miss Kay," she asked, lips moving against him as she spoke, "May I taste his testicles?"

"Yes Lydia, that's a critical part of his anatomy. I think it's very important to include them in your tasting. But in this situation, let's use colloquial terminology. It's more appropriate, when you have a man's cock in your mouth, to say 'balls.' Go ahead and ask him how he feels about it, dear."

She looked up from beneath the fat cock laying across her pretty young face. "Would you like me to taste your balls?" she asked, moving her face against him, sliding closer in. Her lips brushed against his sack as she continued, "Does it feel good?" He let out a long groan of affirmation as her mouth opened, tongue moving wetly over him. He felt the tug of it deep in his abdomen as she suckled lightly, drawing one of his balls into the moist heat of her mouth, holding it gently, polishing it with her tongue.

Her nose nudged against his cock as she let one ball slip from her lips, and turned slightly to take in the other one. He could see her jaw moving as she worked her mouth softly over his sack, still looking up at him with those dark beautiful eyes. She made a low moaning sound in her throat and the vibration seemed to hum through his body like electricity. His cock throbbed slowly, and pre-cum oozed from it now in an unbroken stream, trickling onto her forehead, pooling around one eyebrow, then the other, as she moved beneath him. She closed one eye in an awkward wink as the slick flow reached the edge of her eyelid.

"Diane, don't let it get cold, now," said Miss Kay. She reached down and patted Bill's cock, rolling it over Lydia's face, spreading slick pre-cum over her. She lifted it up and brought it down with a flick of her wrist, sharply slapping his cock against Lydia's cheek. He gasped, and panted as she did it a few more times, slapping her all over. Lydia didn't seem to mind the treatment, making little "mmmh, mmmmmh" noises as she slurped on him. "Go ahead and taste that pre-cum while Lydia's sucking on his balls, dear."

"Yes, ma'am." Diane had a sexy mop of curly blonde hair spilling around her face, and Bill could see a fantastic pair of perky teenage breasts where she kept her shirt unbuttoned at the top as she leaned in. Her lips were full and soft and pink, and parted invitingly. Miss Kay held his cock and touched the tip to the girl's upper lip, moving it back and forth to smear pre-cum over her like lipstick. She made a kissing motion, spreading the slickness around, and tasting it with her tongue, before opening wide to accept his cock into her mouth.

"That's a good girl," said Miss Kay, guiding him in. Diane closed her moist lips over him and continued to slide forward, down his length, lubricated by the pre-cum. The Professor took Bill's hand and moved it to Diane's head, keeping her fingers intertwined with his and leading him to slide his hand into her hair.

"Diane is going to demonstrate an important technique now, class," said Miss Kay, tightening her grip in the girl's hair. Bill followed suit, growing more confident, seizing a fistful of her curls. He tugged back on her, tilting her face up toward his own, and moved his hips forward, sliding more deeply into her mouth, with Miss Kay's hand guiding him the whole time. She gave him a big smile as she continued, "She is going to take the penis into her throat, learn how to relax her reflexes to avoid gagging, and swallow him as deeply as he will go. We'll begin slowly and then some more of you will have a chance to try this as well."

Lydia had now managed to wrap her mouth around Bill's entire ball sack, and extended her tongue to lick his perineum. He pressed himself down onto her a bit, grinding his balls against her mouth, as he and Miss Kay slowly pulled Diane's head closer. His cock disappeared into her mouth, sliding over her tongue and pressing back into her throat. He felt resistance, and slowed, but Miss Kay pushed her onward. The girl jerked and convulsed, gagging around him, but held him steady in her mouth. She eased off, inhailing slowly through her nose, and pushed forward again, pretty eyes watering as she looked up at him, making her makeup run down her cheeks. He felt her throat clenching rhythmically around him, trying to swallow, tugging him even deeper until her lips were stretched around the base of his cock and her chin was bumping into Lydia's nose.

It was too much. His balls were boiling in Lydia's mouth. His cock was throbbing in Diane's throat. His body shook and spasmed, and he felt a surge of semen rushing up his length and into Diane. She gagged again and choked, coughing as his cock popped out of her mouth, still connected to her by a thick white rope of cum that dangled from her throat and stretched between them. It broke and splattered down her neck and chest, as a second heavy spurt splashed over her lips, and then another across her cheek and one of her eyes. Finally his spit-covered cock fell onto Lydia's face, and his remaining cum dribbled out on her. She released his balls and brought her lips up to place soft kisses along the underside of his cock as it rested on her face.

"Oh my god," gasped Diane, one eye screwed shut, feeling at the cum on her face with her fingertips and spreading it around even more. It hung from her fingers in strings when she pulled her hand away, and fell onto her shirt and skirt in gobs. Pearly streaks dripped over her cheeks and lips, and one big dollop hung precariously from her nose. "I'm covered!"

"Very good, Diane," said Miss Kay, reaching down to lightly rub the semen into her curvy tits in little circles. "That's an excellent demonstration of the male ejaculation, and a substantial sample of semen. Now it's time to share with the class."

"Okay." Diane turned to the girl beside her, who leaned in and gingerly licked a little bit of the cum from her cheek, moving it around in her mouth, tasting it. Amy and Rachel moved in to slurp some up as well.

"Girls, you can share it best if you hold some in your mouth and pass it along to the next in line."

The girls nodded. Amy licked a large clump from Diane's eye, closing her lips softly over the girl's eyelid and brow, and turned to the student behind her, a cute girl with red braids. She leaned in, pulling the girl's face close with her hands, and kissed her. They made out with open mouths, pushing the cum around with their tongues, and Bill saw some of it trickle down their chins.

"That's right Becky, take the cum in your mouth and hold it there like a good girl." Becky nodded at her teacher, lips pursed tight. "Cynthia, come here."

"Yes ma'am." The slight girl adjusted her glasses and got on her knees in front of Becky.

"Look up and open your mouth please. Okay, Becky, that's it." Miss Kay's hand was on Becky's neck, guiding her into place above Cynthia. "Alright, go ahead and let it out now. Slowly."

Becky let a thin strand of bubbly semen dribble from her lips into the other girl's waiting mouth. Bill could see it pool up on her tongue, and as she moved a bit spilled down her cheek. The sight of them sharing his cum like that made his cock twitch, and he felt it move against Lydia's face, still nuzzling him from below. He let out a low groan as his erection began to grow again.

"Lydia, dear, why don't you hold that cock in your mouth now."

The dark eyed girl looked up with a slow smile and parted her slick lips for him. Bill slid inside, groaning deeply as she closed around him, and reached down to push his fingers into her hair, gently clutching a fistfull. She kept her eyes on his as he gripped her face with his other hand and held her steady, moving his hips forward until his entire cock rested in her warm mouth. She made an "mmmmm" sound and the vibration made him harden and grow.