biology

I graded Heather's exam. It was pretty fast. I had no idea what was going on in that girl's head but she surely didn't have any clue what we had been going through for this latest biology exam. Marking 'F' on the paper, I took the next from the pile.

"Erm. Mr. Williams." Heather approached my desk after class when I had returned their exams.

"Yes, Heather?"

"My grade… Am I failing?"

Dear lord, how stupid can some of these middle schoolers be?

"Let's see." I opened my book, fully knowing the situation. "You've gotten an 'F' on both exams. You need to get a 'B+' on the last one or you will fail."

"I can't. I can't fail biology. I'm already failing math." The panic on Heather's face was genuine. "They'll kick me off the dance team if I don't make the next grade."

Knowing her math skills, she wasn't going to do anything but fail it. And she surely wouldn't get a 'B+' in Biology either without a miracle. It was the last class of the day and the other students were filing out fast.

"Well… I don't know what to say. You should be studying more…"

"But… But…" Heather's blue eyes looked pleading. "Is there anything else I could do?"

"Hmm… Well… You know the topic we are going through for the last exam?"

"Emm…"

Holy hell. Even that was too difficult a question for this girl.

"Sex Ed. Sexual education. That is important for your life."

"Yes. That…" She still looked totally clueless. She had no idea what I was talking about and why it was important. This girl would be one of those who gets pregnant as soon as they find out that having sex feels good.

"OK. How about this? You can come see me three times after school. I'll go through the topic with you and we'll see if that helps."

"Thank you Mr. Williams!"

"Come to my class Tuesday after school."

I watched Heather's big firm yoga pant covered ass while she walked away from me. It dawned on me that I probably just started a venture of no possible success.

Tuesday came and confirmed my previous suspicion. I showed her big pictures of male and female genitalia but even when I explained each part and their function to Heather several times, it didn't seen to bear any fruit. Regardless, we spent two hours going over them.

Next Tuesday, I dug up the pictures again and started to query her.

"It's a dick…"

I resisted the urge to bury my face in my hands.

"Yes, it's a penis. What else can you tell me about it?"

"Erm…" Heather puckered her mouth in thought. It seemed that nothing had stuck from our last lesson.

"Anything?" Heather looked at me miserably. There was no chance of her staying on the dance team now. I felt just a tiny bit sorry for her. By all accounts she was a great dancer. Then I had a thought. "How do you learn your dance routines?

"I practice. And practice."

"So you can learn things?"

"Yes, practical stuff." I kind of liked where this was going.

"Hmm… I could teach you the Sex Ed practically, but then there's the question of the exam."

"Can't I do a practical exam too?" Hope was twinkling in Heather's eyes.

"Well… I'm not sure about that. I would need to change that for everyone, not just you." I could see the hope dying as fast as it had risen. "But if you agree to keep it between us, a secret, I think we could sort something out."

"I can keep a secret!" There: the hope was back.

"OK then. We'll do a practical session and see if it helps." Now I was going to do something very inappropriate. I went to lock the door, then returned to my desk. "Let's start with male genitalia. Stand up and come here."

Heather complied without hesitation and looked eager to do this the practical way. I also started to feel the eagerness in my pants, unzipping them.

"Get on your knees in front of me. So you are at a good level to study…"

Heather got on her knees and I stepped closer, pulling my semi-hard cock out.

"This is a penis. It's also called a dick, a cock and many other names. Now put your hand around it."

I had to fight the urge to moan as Heather's hand wrapped around me.

"It's getting harder!" Heather looked fascinated by my dick getting ready for action right in front of her face.

"Yes. When a pretty girl touches it, a penis gets erect. Or hard."

"It thinks I'm pretty…" Heather smiled to my dick.

"Now this part is called foreskin." I pointed to the tip. "Pull your hand towards me."

"It's moving!" The amazement in Heather's eyes was almost comical.

"Yes, it is. You see the part underneath?"

"Yes." I could almost feel her staring.

"That's called the head. It's very sensitive. When you move your hand up and down, it feels good. Try it."

"Like this?"

"Yeah." It was getting harder for me to stay in teacher mode. "Just not that tight. Good."

I let Heather massage me for a while.

"Good. You are doing great. You know how to make it soft again?"

"No…" Heather looked almost sad. She seemed to like the practical lesson and that she was complimented for doing well.

"It's OK. We're here to learn. For that, I need you to take your shirt off."

She looked into my eyes, as if to check I was serious. I nodded to confirm. She unbuttoned her shirt, revealing her B-cup size tits tucked into a tight sports bra.

"Take off your bra as well and go lay on my desk."

This time Heather looked more curious as she revealed her big and incredibly firm looking tits.

"Now push your breasts together and I will show you one way to make a man soft again."

As Heather complied, I climbed on top of her and pushed myself between her tits.

"See how the head is coming through your tits?"

"Ah-hah." Heather was concentrated on watching my dick move between her soft tits as I fucked them.

"Keep watching it closely. I will show you how a man ejaculates. That's what makes a man soft."

"Eja-what?"

"Ejaculates. Comes." I sped up. Fucking Heather's tits felt amazing. "Get ready!"

Heather looked up for a few seconds as I grabbed a handful of her curly brown hair, but then resumed looking at my dick.

"Open your mouth wide and stick out your tongue." As soon as she did, I was coming. "Fuck…"

"What? Ahh…" I landed all over Heather's face, on her tongue and in her mouth. She tried to turn away but I kept her head in place. As she closed her mouth, more landed on her pretty face. When I was done, I let go of her hair.

"Swallow what you have in your mouth." I watched her obediently swallow, before handing her a tissue. "Now wipe your face clean."

"That was… Messy…" Heather complained as she cleaned her face.

"Yes. But now you know how man a comes." I smiled. "And to avoid that mess, I have a homework assignment for you. You got sausages at home?"

"Yes?" Heather looked puzzled.

"Good. Find one that's closest in size to my penis. Open your mouth wide and push it to the back of your mouth. Until you feel like you're going to gag. Pull it back out just a little and then push it back in. Keep practicing until you can push it into your throat without gagging. Then practice keeping it down there for ten seconds at a time before pulling out. Got it?"

"Sausage. Into mouth until I gag. Pull out. Push back in. Until I can keep it in my throat." Heather counted five steps with her fingers.

"Just like that." It was close enough anyway. "Train hard. Next time, we'll test. If you can manage that, I will give you a 'D' for the final exam."

"But you said I need a 'B+'…" Heather protested.

"There will be extra credits you can earn. Now get dressed. And you remember the most important thing?"

"What?"

"This is a secret. Both our lessons and your homework. Got it?"

"Yes. Thank you, Mr. Williams." Heather smiled widely as she pulled her sports bra back onto her tits.

Next Tuesday took ages to arrive. When my eyes met Heather's tits, I noticed her erect nipples pointing through her shirt and smiled as I realised that she was not wearing the thick sports bra she usually wore. When the bell rang, the pupils started to rush out: the weather was great and everyone was eager to spend the day outside.

"Read pages 66-68." I shouted to the fuss. Once the door closed after the last one had gone, I went to lock it.

"Come here." Heather walked over to me as I sat back on my chair and pushed it back, leaving her some space between it and my desk.

"You did you homework?"

"Yes, Mr. Williams."

"How did you do?"

"I trained really hard. I can do it now, Mr. Williams." Heather looked super proud.

"How about…" I spread my legs, offering my crotch to Heather. "You show me what you have learnt."

Heather nodded and kneeled in front of me.

"I think you better take your shirt off for this…"

"OK." Smiling, Heather unbuttoned her shirt, revealing those firm jugs. I had been right, she was not wearing a bra today. Placing the shirt on my desk, the top-naked-girl opened my fly and dug me out.

"Now, what are you pulling back?"

"Skin?"

"Yes. Foreskin. Say it."

"I'm pulling back foreskin."

"And what are you revealing?"

"Head?" Heather sounded unsure.

"Yes. That is exactly right!" Heather smiled broadly. It seemed that she seldom got compliments from her teachers. "Anything you can say about it?"

"It's sensitive." She looked proud again, knowing that she knew the answer.

"Good. Now how about you use my penis to show how your homework went."

Heather put her mouth on my dick. Soon I could feel it sliding into the back of her mouth. She stopped for a second, before pushing her head further down, making me sink into her tight throat. I was halfway in her mouth and she didn't gag.

"Good, Heather. Now go deeper."

She pulled back a little and pushed only a little deeper.

"Let me help. Put your hands behind your back and keep them there." I was still in her throat as Heather complied with my instructions. "Good. Now look me in the eyes as we do this. It is important."

I pulled outwards to let her breathe, still keeping my dick in her mouth.

"You remember how your tits made me soft. Made me ejaculate." Heather nodding with her mouth full of my dick was kind of funny. "Good. This time we're not going to make a mess. When I do ejaculate, you will swallow it all. If you manage that, you will have earned the plus for your 'D'."

I took hold of Heather's head and pushed myself deep into her throat. She started gagging. I pulled outwards, repeating the procedure until her lips met the base of my dick. I held her head down and she did nothing to resist me.

"Good girl, Heather." Water was running from her eyes, but they were still smiling from the compliment. I repeated the procedure a few times. She kept gagging, but a little less each time.

"Now it's time to earn that plus." Holding her head firmly with two hands, I started to fuck myself with her mouth. It felt incredible to sink down into her 12-year-old throat. I couldn't keep this up for much longer and based on how she was gagging, neither could Heather.

"I'm cumming…" I pushed her head down to my crotch, shooting my load deep into Heather's throat. She was gagging like crazy as I held her there. She kept her hands behind her back and eventually started to swallow.

"Good girl, Heather!" I complimented her with genuine satisfaction in my voice as I pulled her head up. Heather was smiling but just stayed there: topless, on her knees, water running from her eyes and hands behind her back.

"You can stand up now." I handed her a tissue, which she used to dry the tears running down her face.

"We didn't make a mess, Mr. Williams!" She said proudly.

"Indeed we didn't. You have surely earned your 'D+'." I smiled back. "So, are we ready to move on to the next topic?"

"Yes, please."

"OK. Take off your pants." I watched Heather remove her yoga pants. "And your panties too. Then sit on my desk."

I turned on the projector and connected my phone to stream to it. Naked Heather was sitting on my desk. If I hadn't just gotten quite a decent BJ, I would have been tempted to teach her about sex right then and there. Instead, I just pushed her knees apart, pointing my phone's camera to her pussy.

"Look at the screen. This is your vagina. Your pussy. Here you have pubic hair." Heather surely had a thick bush for her age. "And below that, you have your outer lips."

"OK." I saw Heather's eyes glued to the image of her pussy on the wall. She seemingly failed to notice the icon displaying the fact that I was also recording this.

"When I open them, you have your inner lips." Heather shivered as I pulled her pussy open. "And at the top you have your clitoris. It is very sensitive."

Heather listened in silence as I laid out the land of her pussy.

"Have you ever masturbated?"

"Masturbated? What does that mean, Mr. Williams?"

"Touched yourself, to make yourself feel good."

"No, Mr. Williams." I was going to corrupt this preteen virgin even further.

"Seems that you will be getting two sets of homework this time. But don't worry, one will be really fun and the other is easy." I spread her pussy open wider, letting her see deep inside. "See the little hole inside?"

"Yes."

"The hole is in your hymen. That makes you a virgin. It will break the first time you have sex. And the first time might hurt a little."

"OK…" Heather sounded fascinated by all this.

"Your first homework is to touch yourself. Play with your pussy so that it makes you feel good."

"Oohh…" Heather moaned as I started to rub her pussy.

"Like this. It can feel really great. Especially when you touch your clitoris."

"Ooooh…" Her moan was even deeper as I circled my finger on her exposed clit.

"Now, I know you cannot do this to yourself but just lay down and enjoy."

"Oh… Oh… Oh…" Heather was moaning fast as I licked her clit. It took only moments. "OOOOH. MR. WILLIAAAMS!"

As Heather loudly announced her orgasm, I was really thankful that the classrooms were sound-proof.

Next Tuesday, Heather arrived wearing a skirt as I had suggested. It was a tight short miniskirt, making her look really sexy.

"How did homework go?" I locked the door.

"It was so much fun, Mr. Williams!" Heather's voice was shaky, as if just thinking about it was already getting her worked up. "I couldn't quite make it as good as you did, but I practiced every night. I practiced hard."

"And the second one?"

"I got mommy's razor and cream." She handed the stuff to me and, without asking, pulled down her panties.

"Sit on your chair and show me what you got."

I recorded with my phone as Heather sat down, spread her legs wide, making her skirt roll up to her waist and started masturbating.

"Oh… Ohh…" Heather had her eyes closed and her fingers were rubbing her pussy furiously. Suddenly, it seemed that everything clicked into place. "Ohh… Ohh… OOOH!"

I watched as Heather brought herself to climax after only moments.

"Mr. Williams." She was breathing heavily. "I didn't do this good at home."

"But you did good now. Now let's tidy you up." I placed my phone on a nearby desk where it could record the whole procedure. "Sit on your desk and spread your legs wide."

I sprayed foam on her bush and started to shave it into something that looked cared for. When I was happy, I wiped the foam away. I pointed the camera to her pussy, showing it to her on the wall.

"See how much nicer your pubic hair looks when it is trimmed."

"I see, Mr. Williams. My pussy… I mean pubic hair looks nice."

"Good. This weeks homework has earned you a 'C'. Now let's see if you can earn a plus for that. Now strip naked."

Heather was already used to doing as told and was quick to undress. I laid on my desk.

"Climb on top of me, so that you sit on my face. Now I want you to deepthroat me, while I try to distract you."

"Deepthroat?" Heather asked as she took the position.

"Like how I guided your head until I ejaculated into your throat. But now you do it yourself. If you manage not to make a mess, you get your plus."

The naked 12-year-old pushed her pussy to my face. She was slimy from her previous climax and tasted so sweet that I was fully hard when I entered her mouth. I could feel myself sliding deep into her throat as her head started to move on my dick. Quickly, I did two things: I wet my finger in her slime and grabbed her big well-formed dancer ass, pulling her pussy down to get proper access to her clit. There was a muffled moan as I started to use my tongue on her swollen clit. That was my cue; I pushed my finger into her ass.

"Waah!" Heather threw her head up in surprise, taking me out of her throat. "Mr. Wiliams!"

"Keep deepthroating!" I commanded as I moved my finger inside her virgin ass. Soon I could feel myself sinking back into her throat. This was crazy. I couldn't help myself: I felt Heather pushing her head down as I started unloading. I could feel her throat working as I just kept shooting. When I finally stopped and went limp, I felt her mouth withdraw from my dick.

"How did I do, Mr. Willi... Ohh... Mr. Williams?" She moaned.

It was probably hard for Heather to focus as my tongue was busy on her pussy and my finger was fucking her ass. I didn't reply, just picked up the speed of my effort.

"Oh… Oh… I…" Heather grinded her pussy on my mouth, parking her big ass firmly on my face. I could feel her trembling: the 12-year-old who had just deepthroated me to climax came hard.

"You did well, Heather! You surely earned your 'C+'." Even I was exhausted after this event. I watched naked happy looking Heather climb off the table. "And no homework this week."

Next Thursday, Heather was again wearing her yoga pants with a tight top, looking like most of the girls that were happy that summer was approaching fast and the weather was warm again. I had to resist the urge to stare at the hot 12-year-old -who I knew I would be having serious fun with soon- while I supervised their final exam for the course. One-by-one the students filed out. Heather returned her paper, smiled to me and left the classroom.

When the last period ended, Heather entered as the students left.

"Hello, Mr. Williams. I'm here for my tutoring."

"Hello, Heather. Why don't you take a seat." I locked the door after the last one of the current class had left. I took Heather's exam paper from my table and returned it to her. "Now stand up, lean over your desk and we'll start fixing your answers while we continue tutoring."

Heather took out her pen, pushed her chair out of the way and leaned on her desk. That made her ass push high in the air. She didn't even flinch as I placed my hands on her hips and pulled her tight yoga pants down to her ankles. Leaning over her, I started rubbing her pussy.

"It seems that you got questions one to three right. Good job, Heather." I could feel her pussy getting wetter. "How about four. What can you do to avoid STDs?"

"STDs?" I raised up, dropped my pants and started to lube myself.

"Sexually transmitted diseases."

"Ah. Not have sex?"

"That is one option..." I spread the cheeks of her big firm 12-year-old ass and placed my dick onto her rear entry, putting just a tiny bit of pressure on it. "Write it down. Anything else?"

"Emm…" Heather wrote the first answer. "Use rubber?"

"Yes." I took hold of her waist and pushed hard, forcing my slippery dick deep into Heather's ass. I started fucking her slowly. She was incredibly tight. This was amazing. "Using a condom. That is a good one. Write that too."

"Mr. Williams. It's. Hard to. Write. While you. Do that."

"Just keep writing."

With a shaky penmanship, Heather wrote 'Usin condom.' on the paper.

"Good girl!" I started to fuck her harder. "You deserve a reward…"

"Mr. Williams…" I kept ramming myself into Heather's tight 12-year-old ass as hard as I could. Her desk was rocking as it took the force Heather's firm ass couldn't cushion.

"Oh… Ah… Oh…" Heather was half moaning, half grunting. I reached between her legs and found her now dripping wet pussy.

"OOOOOHH!" I barely touched her clit before she came. That made her ass pulse and I had to fight the urge to come. Instead, I kept fucking her through her orgasm. Only when I felt her body start to relax did I pull out.

"Take off your top. And lay on your desk. On your back." I pushed Heather's pen and paper to the floor while she quickly removed her top. Smiling, she also kicked her yoga pants off her ankles, making her now totally nude. It seemed that she had enjoyed fucking and was eager for more. I positioned her so that her ass was on the edge. "Pull your knees up and then spread your legs as much as possible."

Heather pulled her knees to her sides and then spread her legs to almost a full split, giving me perfect access to her gaping hole. Even her pussy opened, trying to lure me in, but today she would retain her virginity.

"Oh, yes, Mr. Williams!" Heather moaned as I re-entered her tight ass.

"Yes indeed, Heather!" I rammed myself into her with the sole purpose of making myself come.

"Yes… Yes… Yes…" Heather moaned like she was going nuts, loving the rough anal fuck.

"Shit, you like your 12-year-old ass fucked hard, girl?"

"Yes… Yes… Yes…" Heather was lost in pleasure. I reached for her large wobbling breasts and started groping them roughly.

"MR. WILLIAAAAAAMS!" If that scream hadn't been full of pleasure, someone hearing it would have thought that I was raping the girl. Her ass taking -for the second time- a tight grip on my dick told me a totally different story.

"Fuck, Heather. I'm gonna cum. I'm gonna cum into your ass…" I collapsed on top of the 12-year-old girl whose ass I was now filling with my load and almost passed out from pleasure. Heather wrapped her legs around me and we stayed like that for a long time.

"I think..." I was still catching my breath. "That we need to finish your tutoring some other time. Your paper still needs fixes