So I was sitting in my sophomore English class. Ms. Brooks was droning on about how to diagram sentences. I couldn't imagine anything more boring, but at least the tedium was relieved by Ms. Brooks herself. Not that she managed to make the subject interesting; it was the way she looked that kept my attention.

Ms. Brooks was one hot babe. Our school website said that she had graduated from college seven years ago, so simple math put her age around thirty. She was a tall brunette who was rounded in all the right places, including a spectacular pair of shapely breasts.

She was sitting on a stool at the front of the class near the windows where she could see the students and the blackboard at the same time. Her narrow, tan skirt was very conservative when she was standing, but when she sat with her legs crossed there was a lot of bare leg to feast the eyes upon.

She was wearing a very interesting blouse. It was white and shiny like satin, with a row of tiny metal buttons down the front. Under ordinary lighting the blouse was also ordinary, but the harsh sunlight at her back turned the satiny material translucent. As a result, I could see her dark colored bra. I know a thing or two about bras, and I could tell that hers was what they called a demi-cup. In other words, there wasn't a whole lot of bra to rein in a couple of whopper titties.

I shifted uncomfortably in my seat. Her hot body had given me a hard-on, and my oversized penis was beginning to ache. I wondered if she was aware that she gave the boys in her class hard-ons. She probably was; there was a rumor that she had left her last teaching job just ahead of charges that she had seduced a student who had turned her in. I've always wondered about stories like that. I suppose they're true, but what kind of an idiot would complain that he was getting laid by such a sexy babe.

My eyes shifted from Ms. Brooks' buxom boobs to her shapely thighs and calves and back again. Her legs were great, but I was a breast man all the way. I was practically mesmerized by the way her tits shifted against the slick fabric of her top, and the way they played peek-a-boo in the sunlight as she shifted about, and...

"Edward, are you paying attention to me?" Ms. Brooks said in a tone that meant she had been speaking to me for a while. She was also known for being a hard-ass as much as for her outstanding figure. I could hear snickers from the other students.

"I'm sorry," I said. "I guess my mind wandered."

She sighed as if I was an endless source of trouble, which I certainly wasn't. "Come forward and diagram the sentence on the board," she enunciated carefully.

"Yes Ms. Brooks," I said. As I got out of my desk, I realized that I had a big problem. Somehow, my cock had wedged its way through the slit in the front of my undershorts. And let's face it; I am one hung and horny guy. I usually jack off a load of cum before school, just to lessen the chance of something like this happening, but I had been running late this morning, and now my cock wasn't going down despite the stress of the moment. As I straightened up, I stuck my hand in my pocket and grabbed my shaft, pressing it against my leg. Painfully, I walked to the front of the class. As I walked, I studied the sentence in question. It was long and complicated but I thought I recognized the subject, the predicate, and some modifiers; some of her lecture must have made its way past my sex obsessed brain. I had been sitting in the row nearest the window and as I about to pass by Ms. Brooks she said, "Edward, what in the world are you hiding in your pocket?"

I looked down and realized that by grabbing my cock, instead of simply pressing it against my leg, it looked as if I was holding something, something big, in my pocket. "Oh ... uh ... nothing really," I said.

"Well obviously it's something," Ms. Brooks said. "Something you shouldn't have?"

"No ... really," I said. I willed my cock to deflate, but I swear it seemed to grow only harder.

"Now!" she snapped.

My hand jerked out my pocket of its own accord. She'd used that teacher's voice, the one you can't resist, the one that goes straight to your primal brain where you act without thought. I looked down, hoping that the lump in my pants wouldn't be all that noticeable. Fat chance. Pressed against the thin cotton material of my khakis was the clear outline of my cock-head and several inches of veined cock-shaft. To top it off, my cock jerked and a pre-cum stain appeared on my pants. Fortunately, I was positioned so that none of the other students in the class could see.

Ms. Brooks looked at my empty hand and then her eyes lingered for several long seconds on my package. She looked up and loudly cleared her throat. "Very well, Edward," she announced, "since you won't show me, we'll just have to take this elsewhere. You leave me no choice." She slid off her stool and said, "Follow me." I jammed my hand back into my pocket and pressed my cock-shaft against my leg. The darn thing felt as if it might snap off at any second.

When we got to the classroom door, Ms. Brooks said to the class, "There are about fifteen minutes left in the period. Sit quietly until the bell or else there will be an increase in homework and then detention – for everyone."

I followed her out the door and into the deserted hallway. I wondered where we were going – surely not to the principal's office. I mean you can't discipline a guy for having an erection. Hell, they'd have to nail every guy in school three or four times a day. So I wasn't totally surprised when we turned in a direction away from the main office. I followed Ms. Brooks' nicely swaying ass and the crisp click of her pumps as we turned down a little used hallway. There was only one active classroom on this hall, but we didn't go there. We stopped at the entrance to another room. Now I knew where we were going. This room was larger than most of the school's classrooms. It had a low stage at one end and it had been used, at one time, for dramatics and public speaking. But budget cuts had ended those classes and now the room was used for storage. Ms. Brooks produced a key from a slit pocket in her skirt and opened the room. Once we were inside, she relocked the door. The old classroom was musty. Ms. Brooks didn't turn on the lights but the room was lit well enough by sunlight as filtered through lowered window shades.

"Alright, Edward, I've brought us here to give you a chance. Now what are you carrying?" she demanded as she folded her arms under her spectacular bosom and tilted her head expectantly.

"Nothing ... I'm not carrying anything," I said. "It's ... it's all me."

And just like that the beautiful, buxom teacher's stern expression began to ease. Her eyebrow lifted and her eyes widened; she didn't seem quite as angry. "Really?" she said. "You expect me to believe that?"

I gained a little courage. "It's only the truth," I said with a slight smile.

She looked into my eyes and said, "Okay, prove it."

It was hardly the first time I'd exposed myself to a woman. I unbuckled my belt, unbuttoned my pants, lowered my zipper, and with one smooth motion, I dropped my trousers down to my knees. My cock, which had wormed its way through the slit in my shorts, swung up and the head smacked my torso in mid-six pack.

"Oh my God!" she gasped. She gaped at my cock for what seemed to be a small eternity. I have to admit that I liked the attention. My dick twitched and a drool of pre-cum appeared at the tip. It oozed its way down my pronounced cum-tube and wound up as a stain on my shorts.

The pink tip of her tongue wet her lips. "Lower your shorts too, please," she said.

I heard stitches pop as I fought to get the slit of my shorts over my hard-on, but in a few seconds my balls, just as oversized as my cock came into view. "Oh my," Ms. Brooks said. She gestured at my groin. "Is this normal? I mean are you sure that you don't have some strange disease."

I shook my head. "You mean like elephantiasis?" I asked.

"Yes, I believe that's the term," Ms. Brooks said.

"No," I assured her, "my doctor says that I'm off the charts size-wise, but it's just genetics."

"I see," Ms. Brooks said. She stepped closer until I could smell her perfume. I looked down and saw that if she moved another foot the head of my cock would be brushing one of her magnificent breasts. I willed her to move those last few inches. "Come on," I thought, "you know you want to touch it as much as I want to squeeze those melons of yours."

Ms. Brooks lifted her hands, hooked her fingers around either side of her top and pulled. What I had thought were buttons turned out to be snaps. With a ripple of pops, her blouse flew open. Her bra was definitely not plain underwear. The top halves of the cups were black lace. I could see lots, and I mean lots of her smoothly tanned skin. The bottoms of the cups were a black satin; the smoothness of the material was broken by the twin bulges of her distended nipples.