Mikasa glided into the cafeteria, her straight black hair brushed to the side, crossing over her left eye. The white blouse of her school uniform pressed tightly against her body annunciating her small, yet visibly perky breasts. As she moved towards me her plaid flannel skirt rose up exposing more of her thigh with each step, the curve of her hips lifting and falling against her thin waist. Her long legs coated with white knee-high socks gracefully swept across the ground. As she got closer, her dark brown eyes met with mine and widened with joy. Her step increased in pace until she reached me, sat down, her leg pressed firmly against mine. Mikasa unbuttoned her blouse and removed it. She leaned into me, her breasts pressing up against my body. Her head tilted in, and whispered wetly, warmly into my ear.

"Light, bro, do you want some of my mom's tuna poke bowl?"

It was Sora, my best friend, sitting across from me. I shook my head a bit, coming out of a vivid daydream, rubbed my eyes, and stared blankly a moment.

"What?" I asked him.

"Dude, you're extra spacey today. You alright?" Sora asked.

"Uh, yeah," I told him. I looked to my side with just enough time to catch a glimpse of Mikasa as she walked passed me. I watched another second, her ass rising and falling, round enough to see even through her modest school issued skirt. She turned around and our eyes met for an instant. Mikasa raised a hand to say hi, and giggled. I raised a hand back. Mikasa smiled and turned away, taking a seat with her friends a few tabled behind. I turned back to Sora.

"What were you saying again?" I asked.

"I asked if you wanted some of my mom's tuna poke bowl," Sora repeated. "She gave me way too much. Do you want some?"

"Yeah, man. Thanks! Your mom makes the best poke bowls!"

"That's not the only good thing Sora's mom makes!" Riku shouted as he approached our lunch table, taking a seat next to Sora, snagging a scoop of rice from Sora's lunch and popping it into his mouth.

"Shut up, Riku," Sora said, smiling. "That doesn't even make any sense."

Riku smiled back, wavering his chopsticks over Sora's lunch, ready for more.

"Can I get some more of that?" Riku asked. "Light was right, your mom's poke bowls are amazing!"

"After that pathetic attempt at a mom joke? Not a chance. Besides I just offered the rest to Light."

Sora reached out his poke bowl to me, and I accepted.

"Thanks again, Sora!" I told him.

"Come on, Light," Riku started. "Can I have some?"

"Dude, no way," I told him. "You literally just finished your lunch."

"Come on, man. Just a little bit? If you don't, I'll go tell Mikasa you were just staring at her ass!" Riku teased.

I went silent. Shit, was it that noticeable?

"Come on, Light," Riku said. "I'm just kidding. I'd never go over to Mikasa's table and tell her that little virgin Light has a crush on her."

I flushed red with embarrassment, and let Riku grab another mouthful of poke from his chop sticks.

"Thanks!" he said smiling.

"Don't talk like that so loudly!" I whispered urgently. "Come on!"

"Oh no one's going to hear," Riku said. "You see how many conversations are going on in this lunch room? Nobody cares about what we're saying."

Still," Sora said, coming to my defense. "Don't tease Light like that. You've only ever gotten a blowjob before, and I've only just recently lost my virginity. It's tough in this climate, you know? Girls in Tokyo seem to be waiting longer, if at all, to start relationships these days. Most of the people in this room are probably still virgins, you know?"

Speaking this openly about sex made me feel a little uncomfortable, even though it was with my close friends. Still, though, what did they know about the hardships I was having getting a girl to go out with me? Riku was a strong, well-built martial artist with a very outgoing personality, and Sora was the ace pitcher on our high school's baseball team. Everybody knew him. He was such a nice, confident guy, too! I could never be like Riku or Sora. I was just an average guy, in good shape, played soccer but wasn't great or anything. And I'm very reserved and introverted, often confining myself to my room after school to study and play video games. How could either of my friends understand how difficult it is just to try and talk to another girl?

"Dude, I was only joking, relax," Riku said. There was a pause, and then he added, "But yeah, I know what you mean. Maybe that's what this new class is going to be about?"

"This new Sex Ed class?" Sora asked. "Yeah, I was wondering why more students haven't been talking about it. Strange to introduce a class like this so suddenly. It's only for seniors who are graduating and have already turned 18."

"I heard it was mostly to address the population decline in Japan," I told them. "The Government is predicting a lot of economic hardships with future generations because of it. They want to start encouraging people to have more children."

"I've heard something along those lines too," Riku added. "But I still think it'll be something more along the lines of traditional sex education, you know? Male and female bodies. Diagrams. Whatever. Probably going to be pretty stupid."

"Well I asked Mr. Yuma about the class yesterday," Sora said. "He didn't share a lot of information about it, but he told me it was a course that would help prepare graduating students for circumstances they might find themselves in once they graduated and went to college."

Riku was probably right, but I was still excited about the new class we were going to, hoping Sora was correct. Maybe I would learn some things to make me feel more confident in approaching girls. Maybe one day I could say more to Mikasa than just 'Hi,' and 'How are you?' Luckily I had turned 18 a few weeks ago and could participate. I was happy Sora and Riku could go, too. I knew Mikasa was also 18, and it would have been a good opportunity to try and sit next to her during the class, but unfortunately they separated boys and girls.

Our conversation quieted down a bit, each of us wondering what the new class would be about. I decided to finally dig into Sora's mom's tuna poke bowl. The sesame seeds on the sashimi tuna blended wonderfully with the sautéed seaweed, and the rice was perfectly sticky. The umami flavors swirled lusciously in my mouth with a thick, firm, meaty texture. It was utterly delicious.

The Lunch bell rang and a commotion of freshmen through seniors gathered their things and clamored about. I tried to catch one more look at Mikasa before leaving for the new sex ed class, but she was lost to me in the dizzying haze of confusion that was the student body.

I ended up waiting a bit for the crowd to leave before exiting the lunchroom myself. I arrived at the classroom expecting it to be a large room, but there were only about 20 seats. The desks were arranged in a U shape with the long teacher's desk in front. Riku and Sora were sitting right in front of the teacher's desk, and had saved me a seat between them.

"Thanks," I told them as took my seat.

The class was about half full by the time I sat down, and over the next few minutes about seven or eight more kids showed up, filling the rest of the seats. The class was mostly quiet with anticipation. I head murmurs about who our teacher was going to be, although Sora hinted that it would be Mr. Yuma, but at the very least we were all assuming it would be one of the male teachers. So we were all surprised when Miss Sakura, the 12th grade math teacher, walked in.

Miss Sakura was not only young, having only been 29 years old, but was also intimidatingly hot. Large breasts. Pretty, symmetrical face. Curvy body. But also very professionally spoken as well as dressed, wearing a white blouse similar to that of the school-issued student uniforms as well as a long navy blue skirt that reached down to her ankles. Miss Sakura had straight black hair that fell over her shoulders with swooping bangs crossing over her forehead and tucked behind her ear on the opposite side.

"Hello, class," she said smiling. "I have had some of you in my classes before, but for those that don't know me, my name is Miss Sakura!"

Miss Sakura seemed like a very sweet teacher, and I was already less anxious about having her speak to us about sex. I had never had her as a teacher before, but knew that Sora had.

"Wow, I can't believe it's Miss Sakura!" Sora whispered to me. "She was a tough grader, but she's really nice," he told me. "Really cared about all of her students, making sure everyone fully understood the material before moving on to new subjects."

"Mr. Yuma and I," Miss Sakura began, "thought it would be best if we split up the groups in a more unconventional manner than previous sex education classes you may have had. Typically the male student body would have a male teacher and vice versa, but since this is a brand new class we're piloting, and given the subject matter, we thought it best to switch the roles a bit to give our students a different perspective on sex."

Miss Sakura paused here for a moment, as two more students hurried into the class, and took the remaining two seats. Miss Sakura then, counting quietly as the pointed to each student, reached 19 and stopped. "Great! Looks like everyone is here."

I looked around the class to see if I recognized any of the other students. Akira, sitting next to Sora on the other side, was an acquaintance of mine, as well as Eren sitting on the left corner of the room and Kaito along the right side. A few other students looked familiar but were otherwise strangers to me.

A boy, sitting next to Kaito, raised his hand.

"Ah, yes," Miss Sakura pointed. "Tenya, is it?"

"Um, yes," Tenya said, nervous. "I was wondering, um, do we have to take notes? What exactly are we going to be covering in the class?"

"Ah, good question," Miss Sakura answered, a genuine softness to her voice. "You won't need to take any notes. However, there will be a, sort of test at the end of the class."

Whispers hissed around the room. What did she mean sort of?

The whispers grew louder.

"Everyone be calm," Miss Sakura said. "No need to worry, everyone will do just fine, I'm sure of it. I'm going to walk everyone through the test at the end, so if anyone is having trouble, I'll be there to help you out. Ok?"

The whispers halted, everyone anxious to start the lesson and see what the class was going to be about.

Miss Sakura hoped up, taking a seat on the edge of her desk, leaving her high heeled shoes on the floor.

"Now," she started, "Let's begin."

Miss Sakura unbuttoned the top button of her blouse. And then the second. At first I thought she was merely adjusting herself, but the unbuttoning continued. Third. Then fourth. Then fifth. She was half way down her blouse already and kept on going.

"What the heck?" I whispered to Riku.

Riku was silent in return as he stared, wide eyed at what was happening. I glanced around the room. It seemed everyone was in shock.

I looked back, frozen with excitement as she neared the bottom buttons. She carefully pinched the last few, releasing them, and opening up her blouse exposing her C-cup breasts held up in a black lace bra. Miss Sakura had a perfectly flat, but soft stomach with the hint of abs outlined over her stomach.

"Now," Miss Sakura started, taking note of the boys staring at her, and smiling. "Now, this class is going to be very interactive today. Hopefully you will all find it very enjoyable, as that is the main purpose of our class today. Not only to prepare you for experiences outside of high school, but for you to learn about what really happens during sex, how to approach sex, and to become more confident and free about sex. In this way, we hope to help develop a more open, happier society here in Tokyo for future generations, as it seems too many graduating students feel they are too introverted and reserved to begin real relationships outside of virtual ones."

Miss Sakura paused, looking around the room. I was still awe struck by Miss Sakura's body. I couldn't believe this was happening in school!

Miss Sakura seemed satisfied by the response of her students, as she clearly had everyone's undivided attention.

"Now, class, I'd ask you all to please stand up for me, and please remove your clothing. Everything except your boxers, please."

I looked to Riku, and then to Sora. "She's kidding, right?" I asked.

The rest of the class seemed miffed by this as well. Really? Take our clothes off? Everyone seemed hesitant. Another boy raised his hand.

"Yes? Tanaka?"

"Um, Miss Sakura, are you serious?" Tanaka asked.

"Yes, of course I am," she said. "I can't remove my bra until the entire class has stripped down to their boxers," she added matter-of-factly.

I was frozen again at her words. Did she just say she was going to take off her bra???

Riku wasn't frozen at all. He leapt from his seat and had removed his clothes as fast as possible. It seemed Riku was down to his boxers in a single movement, carelessly throwing his clothes behind him.

Miss Sakura giggled. "Well, I'm glad to see some enthusiasm! Come on, boys!" she cheered. "This is going to be freeing and fun! Take those clothes off!"

Her words seemed to put everyone at ease, and slowly the rest of the students stood up and removed their clothes.

Once down to my boxers, I leaned over to Sora and whispered. "Dude, can you believe this is happening? Do you really think we're going to see Miss Sakura topless?" I was getting hard just from the thought of it!

I hadn't noticed, but I had spoken a bit louder than I meant to, and Miss Sakura looked right at me.

"Ah, yes, Light, is it?" Miss Sakura asked.

"Um, yes?" I responded nervously.

I could feel the entire class looking at me now. What was once quite a bit of commotion from the boys laughing, removing their clothing, had turned quickly to a deafening silence as Miss Sakura spoke to me. To make it all worse, I couldn't stop switching my glance from Miss Sakura's warm, inviting eyes, to her exposed bra. I could feel myself getting harder, a desperate heat growing inside me, my penis pressing harder into the fabric of my boxers. A thought quickly raced through my head, that I wasn't even sure how Miss Sakura had known my name, but as fast as it entered my fleeting conscious mind it was gone.

"Light, could you come up to the front of the class for me. Dear?' Miss Sakura asked.

I hesitated, not moving.

"It's ok, Light. Please, come up here with me."

Miss Sakura patted the desk next to where she was sitting. "Come on up!"

In a blur I must have walked around the desks, and somehow ended up standing next to Miss Sakura. I realized how obvious my erection was, and tried to cover it with my hands without drawing too much attention to it.

"Light, dear, do you know why I called you to the front of the class?"

I hesitated again.

"It's alright, Light. Don't feel bashful!"

Miss Sakura helped put me at ease, even though I was nearly naked in front of my fellow students.

"Um, well, because I was talking to Sora during class?" I asked.

Miss Sakura laughed lightly. "Oh, Light of course not. I want to encourage conversation! And besides this isn't meant to be a punishment. Quite the opposite, actually. Light, I called you up because, even though you still have your boxers on, I noticed that you have one of the largest penises in the whole class!"

I nearly fainted. Did I hear her correctly? Was I in some kind of fucked up super dream? I was standing in front of my class, in school, nearly naked, and my hot sex ed teacher was telling me, and the whole class, how big my penis was. My face flushed red. I could feel it. But somehow I was as turned on as ever. Miss Sakura's breasts looked even better close up. I pressed my hands against my penis, swelling in size beneath my boxers.

"Light," Miss Sakura whispered, leaning over the desk towards me. "Breath, and relax."

As she spoke she removed her blouse entirely, and reached around her back with both hands. Miss Sakura unfastened her bra, and slid it down over her arms, placing it on the desk. Still leaning forwards, her breasts gently released themselves from her ribs and hung delicately beneath her. Her nipples, small and round, were just the slightest bit erect. This was real. I wasn't dreaming.

"See, Light," she continued to whisper only to me, not breaking eye contact, although my own sight bounced between her eyes and her beautiful, large breasts. "Do you feel more comfortable about being in front of the class, now that I've exposed myself?"

"Yes" was all I could muster. My cock couldn't get any harder. I was literally pressing against it now with my hands, rather than just blocking its view. I felt at any moment it would burst through my boxers.

Miss Sakura hoped off the table and knelt down a bit, moving my hands away from my erection, and then standing upright towards the class.

"Now," Miss Sakura began addressing the entire class again. "Most of you should be getting hard by now, if not fully erect already. Light here is a great example of a full erection. It's very normal for you to start feeling a bit of an anxious sensation between your legs as you look at my breasts."

Miss Sakura took a moment to grab her breasts with each hand, and then release them, jiggling them slightly.

"Girls will feel this way too, in fact! Although it's a bit different in some ways."

I was getting used to the nonchalant way Miss Sakura was speaking about sex. I started to feel less anxious, and actually realized how much fun this could be.

"As a boy's penis becomes hard and erect," she continued, "A girl's vagina becomes lubricated and wet. This sensation is often described as feeling 'Horny,' and most often occurs with thoughts, sight, or by touching another boy or girl.

I was immensely horny at this point. I noticed some of the other boys sitting at their desks starting to wiggle around in their chairs a bit, trying to get some type of relief, but all their penises were covered behind their desks, and couldn't really see what any of them were doing. Most of the students had their hands in their laps in some way or another. I looked back to Miss Sakura, admiring hot how she was.

"Alright class, I can see most of you are getting pretty antsy behind those desks, so I'd like everyone now, if they will, please stand up." The class all stood up, most with little reservation at this point. By now we'd probably all do just about anything Miss Sakura asked of us. "And please, on the count of three, I'd like everyone to remove their boxers."

Miss Sakura glanced back to me a moment. "Light, keep yours on for just another moment, will you?"

She didn't give me time to respond, but of course I would.

"One,"

I could feel the anticipation growing in the room.

"Two."

"Three!"

Every student, myself excluded had dropped their boxers to the floor at the same time. I immediately grabbed a look at what my friends Sora and Riku were working with. Sora's was looking pretty good. It was a large size with some decent girth as well. Maybe just a bit smaller than mine. And Riku, ironically enough, had the smallest of us three even though he was a much bigger guy than Sora or I. Everyone in the class had a hard-on.

Miss Sakura giggled, looking around. "Wow, I'm glad to see I can make a whole classroom of students get erections!" Miss Sakura blushed a little, then turned towards me. She knelt down, her head hovering in front of my boxers. She grabbed a hold of the waistband, and looked up to me.

"May I?" she asked politely.

I met her eyes just long enough to nod. "Of course!" I said louder and more excited than I meant to, and my eyes darted back to her breasts. I could barely contain my excitement!
Miss Sakura giggled again, and pulled my boxers down to my ankles. My rock hard penis sprang upward. Miss Sakura stared at it a moment. "Impressive," she whispered to herself.

Miss Sakura stood back up and addressed the class again. "This, boys," motioning towards my erection, "is what an erect penis looks like. Now, I'd like you all to take a moment to look around the room at your classmates, and compare yours to some of your friends, and the people around you. You'll notice they are all different sizes, both in length, and in girth, and this is fine! I can tell none of you would be considered small, so no one has to worry, although I'd try not to compare yourself too much to Light here." Miss Sakura looked at my penis, then up to me, smiled and winked, and I didn't think my penis could get any harder, but it did. I felt like I was ready to explode.

Miss Sakura allowed a moment to finish letting the boys all check each other out. Everyone seemed to be smiling, and having a good time by now. All anxiety anyone was feeling had left.

"Ok, class, I'd like everyone to look back up to me, please," Miss Sakura said. "All eyes on me. As I can tell, you are all probably very horny by now." Miss Sakura grasped her right breast with her hand. "MMMmmmmm, I know I sure am. Now, I can see some of you are starting to touch themselves a bit down there. I know it's hard to contain your excitement, so I want to show you all how to release some of this built up energy, so Light and I are going to show you all how to masturbate."

"Holy. Shit. YES!" I thought to myself. My heart started to race. I could feel it inside my chest, drumming against my sternum.

"Light, come stand in front of me here, please."

I did as she said, standing in front of her, facing the class. My cock pointing straight ahead at my friends Sora and Riku, which, rather than feel embarrassed about, thought was kind of funny.

Miss Sakura rubbed some lotion over her hands, and reached around my body from behind. Her soft hands glided across my stomach, and lowered towards my penis. Her hand barely gripped around my cock, and already this was the best sensation I'd ever felt. I instinctively rocked my body forwards and back a bit.

Miss Sakura whispered for me to stop, and I did. "Don't worry, Light," she said. "I'll help you out soon enough."

Miss Sakura directed the class to come up and grab some lotion, then return to their desks.

"Class, I'd like you all to rub the lotion into your hands, and grab your erections, please. It's best when you start to keep a light grip around your penis, like this," demonstrating her grip on me, "and slowly rock your hand forwards and back, forwards and back."

She began stroking my cock for me. It felt incredible! I couldn't believe it! I stared back at Miss Sakura's breasts. Her beautiful face. Her flat stomach. My breathing got heavier, and Miss Sakura took notice, and slowed down.

"Some of you may start to feel an immediate urging between your legs. This is the climax of your orgasm. It is by far the best part of the entire experience, however, it's usually considered preferable to last as long as you can before your climax, so if you start to get an irresistible feeling in your penis, try slowing down your hand strokes, or you can try stopping entirely for a brief period, and then starting up again. This is called edging, and the longer you last, the stronger your climax will be!"

Miss Sakura released my penis all together.

"Light," she told me. "Try practicing on yourself a little bit, while I take a look to see how everyone else is doing, ok? When you feel the urge to cum, please stop entirely. Got it?"

I nodded, and Miss Sakura smiled t me again. I started masturbating lightly.

Miss Sakura walked around the classroom, telling the boys they were doing a great job, and sometimes correcting students on their technique. "A little softer here," she'd say, or "try using a lighter grip, that's it! Great!"

"Now, boys, you're all doing a great job. What I'd like to do now is a little extra credit assignment. Whomever can last the longest without having an orgasm will get a prize! I'll be your model, and I want everyone to keep their eyes on me at all times, and masturbate for as long as you can, ok? When you finally orgasm, please finish on your desks, as it will be easiest to clean up that way. Grab a paper towel to wipe your cum when you're done, and wait for the rest of the class to finish. Is everyone clear?"

Everyone nodded.

"Ok, begin!"

I already felt like I was about to finish, and stopped masturbating entirely, like Miss Sakura had asked. There was no way I would win anyway, as I was already so close to finishing. So I decided to watch Miss Sakura tease the other boys in the class as they tried not to finish. It was actually quiet entertaining!

As the class started to jerk off, Miss Sakura started to walk around the class room and look at each boy individually for a few seconds. She's lean forward, grab her breast, and whisper to some of them. "Mmmmmm, yeah," she'd say. "Oh what a nice, big cock you have," all while making eye contact with them. It was tantalizing for me to watch, I couldn't imagine how anyone lasted.

About half the class, including Riku, had finished when she got right in front and made eye contact with them. I nearly came and I wasn't even touching myself anymore!

After only a few minutes the competition was down to three boys. Sora, Akira, and Eren.

"Wow, boys, great job!" Miss Sakura commended them. "Down to just three! Well, then, which of you would like to see me without my skirt on?"

At the end of her statement, Eren came all over his desk.

"Uh, oh! Someone got a little too excited!" she said in a wet, sultry voice. "Let's see, who can last longer, Sora, or Akira?"

"Come on, Sora, hold on," I said to myself. "You got this!"

Sora and Akira were standing right next to each other, each jerking off as slowly as they could. Sora grimaced, clearly having a tough time holding on, while Akira seemed like he could last a bit longer still.

Miss Sakura walked up to them, and began unfastening her skirt at the side. She held her skirt closed for just a second longer, then then dropped it to the floor, exposing her long legs and thin, black lace panties, which just barely covered her pussy. Miss Sakura turned away, and bent over. Sora and Akira stared wide eyed at Miss Sakura's ass. Miss Sakura leered back to them, and Akira came hard, all over his desk. Sora, knowing he had won, finally released himself, cumming onto his desk a second later. So much in fact that some dripped off his desk and onto the floor.

"Oh, wow!" Miss Sakura said. "Boys, boys, we have a winner!" Miss Sakura was flush red again, excited by the competition. "Congratulations, Sora!"

Sora's smile beamed across the room. I was really happy he was the winner.

"Now, everyone," Miss Sakura said. "Please take some time to finish cleaning up. I don't want anyone to worry, either. You are all young and have very fast recovery times. You may not be hard again right away, but that's ok, we have plenty of time before the end of class."

Miss Sakura walked back over to me.

"Still hard, Light?" she said, impressed. "I almost forgot I told you not to finish. Good job!"

Miss Sakura made me feel proud of myself. I smiled, and she smiled back warmly, making me feel really good.

"Here, let me do that for you, as a reward for being such a good volunteer."

Miss Sakura knelt down, grasped my cock again, more firmly this time, and started stroking it again. Her hands felt so soft and warm as they rubbed against my cock.

"Now class," she said as she jerked me off. "While you are all cleaning up and recovering, I'll give an extra little lesson. While you're with a girl and you're doing these types of things together, feel free to express how you're feeling. If you're enjoying it, tell your partner! It's always nice to receive a compliment! Light, tell me how this feels."

"Oh, god, this feels amazing!" I said. The class laughed a bit.

"Be more specific," she said.

"Miss Sakura, your hands feel so soft and warm against my penis!"

"Better! Now, when a girl does this with you, hopefully she'll be doing the same thing back. A lot of the times, when the girl is feeling good too, she moans as a way to express herself. "Oh, Light, your cock is so big. It feels so good in my hands!" she said, demonstrating.

At that I was ready to cum. I didn't think I could last any longer, and Miss Sakura could tell.

"Light, are you ready?" she asked

I nodded.

Miss Sakura pulled the head of my cock into her chest. They felt unbelievable. She grabbed my hand and squeezed it into her breast. I massaged my hand into it. Miss Sakura stroked my cock harder and harder. Faster and faster. My breath got heavier. Miss Sakura looked up and made eye contact. "Oh, Light, cum for me!"

Cum erupted out of my cock, all over Miss Sakura's breasts. A second, third and fourth wave of cum pulsed out of my penis and all over Miss Sakura. When I was finally finished, the boys in the class all started applauding. Miss Sakura stood up and wiped herself off.

"Light," she said. "Thank you for giving such a great demonstration for masturbation. If you don't mind, please take your seat, and we'll continue with our lesson." Miss Sakura then leaned over and whispered into my ear, "Don't worry, I'll use you for another demonstration later. Your cock really is the best one here."

I gave her a huge smile. "Uh, um, thanks, Miss Sakura," I whispered back, and walked back to my seat.

When I got back, Riku and Sora gave me a high five, each congratulating me.

"Dude that was amazing!" Riku said.

"Great job, Light!" said Sora.

"Well, what about you?" I asked Sora. "You won the competition! I bet you get to do something with Miss Sakura next!"

"Man, I hope so!"

Miss Sakura took a moment to finish cleaning herself up, then made her way back to the front of the class, now naked with the exception of her panties. She looked more beautiful than ever.

"While you're all recovering," she started, "I'll start another demonstration. Sora, could you come up to the front desk?"

"Yes!" Sora said. He flashed me a smile and raised his eyebrows, stood up, and walked briskly to the front. Sora had already recovered, and was fully erect. As a matter of fact, it seemed most of the class was. I couldn't blame them either. Miss Sakura was so hot, who wouldn't be hard again? I was the last to finish an even I could feel my penis beginning to swell again.

"Sora!" she said looking at his cock. "Sora, I'm so glad you got an erection again so quickly!" Miss Sakura giggled. "It's very flattering to see I made you so hard so quickly again!"

A moment passed and Miss Sakura composed herself. With Sora standing to her side, Miss Sakura, without preparing the class, dropped her underwear to her ankles, and stepped out of them. She then sat back on her desk, and spread her legs apart, showing the class her pink, glistening pussy.

"Remember, class, how I was telling you earlier that when a girl gets horny, her vagina becomes lubricated and wet?"

In a daze, the class nodded.

Miss Sakura swirled her fingers around her pussy, held her fingers up, and demonstrated how wet they were, reflecting in the light.

"Sora, could you come here for me? Sora, please, use your fingers and place them over my pussy here," she instructed.

Sora pressed into her. Miss Sakura took his hand and maneuvered it around. "Feel this?" she asked. "This is my clit. Class the clit is found above the entrance to the vagina. It's very sensitive to the touch, even more so than the head of your penises."

I watched as Sora's erect penis twitched with excitement. I was getting harder as well, not only at the sight of a completely naked Miss Sakura, but also at the thought of how warm and wonderful Miss Sakura's pussy must feel. I imagined myself thrusting in and out of her. My cock was getting so hard it was beginning to ache.

"Now, I imagine some of you are getting extremely horny looking at me again," Miss Sakura said, "so please, feel free to use some of the techniques we learned earlier and start masturbating again. You should be able to last quite a bit longer than last time, but please try your best not to cum again. It is important you all have erections for the end of the class."

"Now, class, in addition to becoming wet, a girl's vagina will get extremely warm due to the increase in blood flow. Sora, feel free to, slowly, place your middle and index fingers into my vagina."

Upon slipping the tips of his fingers in, Sora's eye widened with delight. He continued sliding his fingers in effortlessly, and then slid them out.

"It's amazing, Miss Sakura!" he told her. "You're so tight and warm and soft all at the same time!"

Miss Sakura giggled again. "Why thank you, Sora. Now, if you don't mind, I'll show you how to pleasure me."

Sora swallowed deeply, and nodded his head.

"Use the same two fingers to enter me, and as you pull out, make a "Come Hither" motion. And repeat. Sounds easy, right?

Sora nodded again.

"Give it a try!"

Sora's fingers disappeared into Miss Sakura's vagina again and again.

"MMMmmmmm, yes Sora. Great job! You're very good at this!" Miss Sakura praised.

"Now class," she said as Sora continued. "MMmmmmm, notice how Sora started out slowly and is increasing his pace? Oh yes, Sora, Yes! That is perfect! Never start too fast. Then, Sora, you can used your other hand to grab my breast, if you like, or use it to make small, circular motions around my clit."

Sora's other hand maneuvered to Miss Sakura's clit. He began to vibrate his hand in small circles, which really seemed to get Miss Sakura off.

"Oh, god Sora, yes! Oh yes, Sora! Oh Yes!"

Miss Sakura's head dropped back with pleasure until soon after she grabbed Sora's hand and pulled it out of her.

"Oh, Sora, great job! Class that was a phenomenal demonstration. Let's all give Sora a round of applause."

I cheered for my friend, glad he was able to pleasure Miss Sakura so well. I felt genuinely happy for him!

"Class, it's also important to note that you can also use your mouth to pleasure a girl, in the same way Sora pleasured me with his hands. You can use your tongue to swirl around and massage a clit, and sometimes it can feel even better than fingers. And one more thing before I send Sora back to his seat. It's always important that if a girl gets you to orgasm, you repay the favor, and vice versa. Sora did such a great job, that I'll gladly use him for another demonstration, a blowjob."

Sora's jaw dropped wide open.

"Really?" he asked in shock.

"Really!"

Miss Sakura hopped off the desk and got onto her knees, grabbing Sora's cock and putting it into her mouth. Miss Sakura wasted no time. Her head bobbed forwards and back quickly. Her lips pursed around Sora, engulfing the entire thing with each thrust of her head. I could barely contain myself at the sight, lightly masturbating as I watched. I glanced around and saw the rest of the class was already doing the same.

Miss Sakura paused a moment to catch her breath.

"Sora, how does this feel?" she asked.

"It's the best thing I've ever felt in my life, Miss Sakura!"

"The key, boys, is that a girl purse her lips and really suck on the boy's penis as she moves her head forwards and back. You can instruct a girl if you feel you aren't getting maximum pleasure while she does it. She should also be moving her tongue forwards and back along with her head, or swirling it around the head of the penis. This will make a boy cum very quickly if done properly!"

Miss Sakura swallowed Sora's cock again, her lips moving all the way down the shaft with ease, and then continued bobbing her head, this time making slight gulping and gurgling sounds. Her breasts jiggling forwards and back with each of her thrusts.

"Oh god, Miss Sakura, I can't last any longer, I'm going to cum!" Sora warned.

Miss Sakura pulled his cock out of her mouth, and Sora came all over Miss Sakura's breasts, just like I had.

Miss Sakura stood up, and when Sora's erection finally stopped twitching, he was excused back to his seat.

Miss Sakura took a moment again to clean herself up before composing herself and standing in the front of the class again.

"For our last demonstration," she began again, "I'd like Light to come back up here with me again. Light?"

I stood up immediately, then slowed myself, hoping not to seem overeager to be with Miss Sakura again as I walked up to the front.

"Now I don't want the rest of you boys to worry that I picked Light again. You'll all have a chance at the end of the class. But for now, Light and I are going to demonstrate a few sex positions for you to."

"Yes!" I thought to myself" I can't believe I was going to have SEX with Miss Sakura!"

"Are you excited, Light?"

I nodded. "Hell yes!" I couldn't contain how excited I was!

"Now," Miss Sakura addressed the class. "As you can see, Light is already very hard," she said, motioning towards my penis. She grasped my penis with her hand and started stroking it lightly, like before. "But sometimes it helps if a girl strokes you a little bit first, or blows you for a minute or two before sex happens. This can help get you even harder, make you more excited, or even help lubricate you before you fuck each other."

Miss Sakura Got on the knees again and in a single motion put my penis in her mouth. It was incredibly warm, and far softer than I could have imagined.

"Oh, Miss Sakura," I told her. "Oh god your mouth feels so good on my hard penis!"

Miss Sakura then added suction as she continued to bob her head forwards and back. The feeling was indescribable! The way her tongue slid across the shaft of my penis. I'd never felt anything so good before.

Miss Sakura stopped after only about 30 seconds.

"Class, Light did a great job remembering to compliment me while I sucked his dick. Great job, Light!"

"Oh, uh, thanks!"

Miss Sakura got up and grabbed a blanket that had been folded on the other side of the desk. She unfolded it and threw it over the floor in the middle of the U shape of the desks.

"Now, class, this first position is called 'missionary.'"

Miss Sakura lied on her back and spread her legs apart and up in the air with her knees bent. Never before had I seen such a beautiful sight, and never had I ever been so turned on. My cock was so hard it was painful. I ached to thrust my cock into her.

"Now, Light, if you could please join me. You're going to get on top of me here, and carefully insert your erect penis into my vagina, ok?"

I did as she said, holding myself above her. She reached down and grabbed my cock, and together we slowly inserted it inside of her.

"Oh, Light!" she whispered.

Her pussy felt incredible! Just like her mouth except even better. I slid my cock as far in as I could, and felt the head of my penis press into her cervix. Miss Sakura let out loud, quick moan when that happened. Her pussy was tight, pressing on my cock from all directions, and somehow I felt the same suction in her vagina as I did when I was inside her mouth. I didn't understand how that could happen, but didn't give it another thought. I started to thrust in and out of Miss Sakura, slowly at first, but soon I was going full force.

"Oh, god, Light! Yes, your big, hard cock feels so god inside me!"

Miss Sakura was right, compliments really did feel amazing during sex!

"Oh, Miss Sakura! Your pussy is so warm and tight! You're so hot I don't want to stop fucking you!"

"Oh keep fucking me, Light!" she chanted. "Fuck me harder!"

Miss Sakura stopped me a moment later and turned her body around, on her hands and knees. "Fuck me from behind now, Light!"
I grabbed her hips and thrust back inside her, this time pulling and pushing her as my hips motioned forwards and back, her round ass clapping against my body. I reached forwards and grasped her breasts as they hung under her, fucking her faster and faster.

"Oh Light, Yes Light Yes I'm cumming I'm Cummingggggggg!!"

Miss Sakura stopped me again. I felt like I was going to burst any moment, but Miss Sakura stood up suddenly.

"Oh, gosh. Light thank you, you made me cum harder than I have in a long time!"

"Miss Sakura, I'm almost finished, could I fuck you just a little bit more?" I asked.

"Unfortunately, I'd like to give some of the other boys a turn. The good thing about girls, class, is that they can cum lots of times and they don't need a recovery period, so even thought I just came, I'm already to go again. Riku, Eren, could you both come up here? I'd like to fuck the two of you next, please. Light please return to your seat a moment? Don't worry though, you'll get your chance to finish in just a minute."

Miss Sakura winked at me again and leaned forwards to whisper in my ear. "Light, your cock is amazing! I'll fuck you any time you want, just come find me during lunch any day you want, ok?"

I looked up to her with wide eyes. I leaned in and whispered back. "You got it!"

I wasn't even upset about not getting to finish inside of Miss Sakura like I wanted, knowing I could come find her tomorrow. I walked back to my seat, and Sora gave me another high five.

I watched as Riku and Eren joined Miss Sakura up front.

"This time, Riku, I want you to lie down this time and I'll ride you on top, ok? And Eren, I'll give you a blowjob while I'm fucking Riku. And let me know when you think you're about half way to having an orgasm, and we'll switch, ok?

"Now boys, I'll have a chance to fuck some, but not all of you. I'd like everyone who wants to fuck me to form a line over here," Miss Sakura continued, pointing to the right side of the classroom. About ten of the boys immediately raced to be the next in line, some of them jerking off as they waited.

"And as for the rest of you," Miss Sakura paused a moment. "I've had some of the girls from your class volunteer to come and fuck the rest of you. Ladies?"

The door opened as if on que, and in walked 8 of our female classmates. Korra, probably the hottest senior girl, was the first to walk in, completely naked. She was about 5'11", in amazing shape, perfectly tanned, thin, huge teardrop breasts, and a large jiggling ass. I was dumbfounded that we were going to get to fuck classmates now, too! Several more girls walked in, all completely naked, and then finally I noticed Mikasa. I recognized her hair first, as she walked in behind a taller girl and that's all I could see. As she continued into the room I caught a glimpse of her naked body. Her breasts were perfectly round, B-cup in size with perky, erect nipples. Her stomach was flat with curvy hips and she had the most incredible round bubble butt. I was so excited, I nearly came at the sight of her!

"Boys and girls, please partner up and feel free to begin having sex with each other. Let your partner know what you're enjoying as you go along. Communication is key! Practice makes perfect! Take this opportunity to try new things!" Miss Sakura finished, then I watched briefly as she lowered herself onto Riku's cock.

I looked back up to find Mikasa in the line of girls, but already missed her. The girls all moved about the room to pair up with the boys, and I was immediately worried she had already found a partner. My heart sank to the floor.

"Light," I heard a familiar voice from behind me and turned.

"Mikasa!" I said, a bit too eagerly, and toned it back. "I mean, um, hey?"

"Light I'm so glad to see you here!" she exclaimed, stepping forwards and hugging me, pressing her naked breasts into my body. My rock hard penis twitched up against her thigh, and she looked down. "Holy shit!" she said, her jaw dropping. "Light, your cock is so big!"

"Yeah, who knew?" I joked. "Honestly, I thought I was pretty average until today," I told her honestly. I had never talked to Mikasa like this before. And to believe it was about the size of my penis. I really had gained confidence from all this.

"Average? Light I can't believe it! I was hoping I'd get to partner up with you before, but jeez, can you fuck me, Light?" she asked her eyes beaming brightly. I was almost getting used to how matter-of-fact this had all become. For an instant I wondered if the girls' sex ed class had been like ours had, but lust quickly got the better of me, and all other thoughts were gone.

"Oh Light, I'm so horny, please fuck me, please?"

Mikasa's hand gravitated towards my cock, and in no time she was stroking it, her head nestled into the crux of my neck, playfully licking and kissing it. I looked down and admired how perky and perfectly symmetrical Mikasa's breasts were.

Mikasa pressed her body into mine again, my cock rubbing harder against her thigh. I reached up and grasped hold of her soft, supple breast, squeezing and massaging it. Her light kisses moved up my neck until her warm breath found my ear.

"Light," she whispered. "Light, my pussy aches for you to be inside me," she said.

She reached down and grasped my erection, placing it just under her pussy, and began gently rocking her body forwards and back, masturbating my cock with her moist labia.

"Mikasa, you're pussy is so warm," I told her. I was so hard it was nearly getting painful again. My cock throbbed heavily with each of Mikasa's soft thrusts over my penis.

"Mikasa I can't wait any longer!" I whispered to her. "I need to fuck you."

Mikasa stopped rocking her body and knelt down facing my cock, staring quizzically a moment as if thinking of something.

"Light can you fuck me from behind?" she asked. "I didn't get a chance to practice that one during class earlier."

Mikasa turned around and got on her hands and knees, her round bubble butt staring back at me. I could feel the heat emenating off her pussy from a foot away. Mikasa turned her head back to me.

"Light, oh please fuck me already! My vagina's aching for your cock inside me!"

I knelt down and took hold of my erection, pressed the head against her pussy, and gently thrust forwards. My cock entered her in a single, effortless motion. Mikasa's pussy was the softest thing I'd ever felt before. It was tight but so well lubricated I was able to slip in with ease.

"Oh gods!" I called out. "Mikasa your pussy is so warm and tight. It's feels incredible."

I started to thrust in and out, rocking my entire body forwards and back. Soon I was moving faster and faster. Mikasa's pussy felt so good I couldn't control myself.

In no time I grabbed hold of the curve of Mikasa's hips, pulling her into me, slapping her jiggling ass against my body with each forwards thurst. I looked around her body and watched as her breasts rocked back and forth as we fucked. I reached forward and grasped hold of Mikasa's right breast again as it hung beneath her.

"MMMMmmmm, yeah! Oh Light, keep fucking me!" Mikasa called out. "Your cock feels so good! Fuck me! Fuck meeeee! Oh I'm already cumming!"

"Ohhhh, yeah Sora. Your cock feels Sooooo Good!" I heard a voice call out. I glanced over to my right and saw Korra bouncing up and down on Sora's cock.

"Wow!" I thought. I was so glad Sora was fucking Korra! Korra's huge, round tear-drop breasts were bouncing up and down with her. She really looked like she was fucking Sora hard! I had almost forgotten there was an entire class of students here with us. All of the sudden I heard moans from all around the room.

"Fuck me!"

"Oh yes, harder, harder!"

"Please don't stop!"

I took another glace over to Miss Sakura again. She was bouncing on one boy's cock and blowing another student.

I turned my attention back to Mikasa, invigorated by the sounds of all the girls being pleasured. I started to pump my cock into Mikasa's pussy even harder now.

"Oh, god, Mikasa, I don't think I can last much longer," I told her.

"Oh, Light, I've cum twice already! Hold on a little longer? I think I can cum again!"

"Mikasa your pussy just feels so fucking good!"

"Oh Light I'm going to cum soon!"

Mikasa's body started to writhe, pumping her hips up and down to match my thrusts forwards and back. It added extra friction against my cock inside of her. Her pussy was almost hot at this point.

"Oh yes, Light! Oh fuck me. Oh gods I'm going to cum I'm going to cum!" Mikasa chanted.

Mikasa, as if desperate, started slamming her pussy back against me as I pumped my cock into her, slapping her ass into my pelvis.

"Light, Oh gods Light I'm cumming! Your cock is So Fucking Good! Oh gods I'm cummingggggg!!"

I continued to pump, barely holding on at this point, giving all my effort not to finish.

"Oh, Light, cum in me!" Mikasa chanted again. "Cum in my pussy. Please cum inside me!"

With one final thrust, I slammed my cock inside of Mikasa, grasping her hips and holding my hard cock in her pussy. I felt cum erupt out of my cock, twitching as it pulsed wave after wave deep inside Mikasa. When I finished I pulled out of her, suddenly exhausted, and sat down on the floor. Mikasa turned around, her chest rising and falling as she breathed heavily, sat next to me, throwing her arms over my side and resting her body against mine, placing her head on my shoulder. We sat there a moment, looking around as our classmates finished. Korra gave one more loud moan before Sora came inside her, and Miss Sakura finished giving a blowjob to the last of her students in line. The class began to clean up, and Mikasa and I began to redress.

"Hey, um, Mikasa?" I asked. "You were really great. Your breasts are amazing and your pussy feels so good!"

Mikasa blushed. "Oh Light, I felt like I barely did anything. You were really good at fucking me. And your penis is so big, it filled my vagina perfectly. I came three times!"

"Mikasa, I was wondering um..." I hesitated briefly, then remembered that Miss Sakura taught me to be more confident. "Mikasa would you like to go out with me this Friday after school?"

"Oh gosh, Light I'd love to!"

The class bell rang, and students began to pack up their things.

"Class!" Miss Sakura called out as she began to button her blouse back together. "Class I'd just like you to know you have all passed the exam. I believe you are all much better prepared for sex than you were prior to entering the room today. And that is what the course was all about. If you have any questions regarding these matters in the future, please feel free to seek out me or Mr. Yuma. Thanks for being such a wonderful class!"

Students began to head out of the room to get to their final class of the day.

"Light, oh gosh I don't want to be late. Call me, ok? I'm really excited to go out with you!"

Mikasa didn't leave any room for response. I smiled, she kissed me on the cheek, and bounded out of the room. I was slow to gather the rest of my things from my desk. Sora was still there, getting his books together as well.

"I just overheard, my man!" Sora said. "Are you really going out with Mikasa?"

"Yeah?" I said. "Hell Yeah! Dude she said yes!" the realization was slowly hitting me, and I was ecstatic.

"Congrats, buddy!"

"Congrats to you!" I told him. "You just fucked the hottest girl in our entire school! I caught a glimpse of her fucking you, she seemed pretty wild!"

"Yeah, I got her number, too," Sora smirked. "Man I hope that wasn't the last time we do that..." Sora said, drifting into daydream.

A moment later Sora came to. "Oh shit, man, I got to get to my next class. Sorry to bounce so quick, it's all the way on the other side of the building. Talk to you later, bro!"

Sora snatched his book bag and jogged out of the class. I was the last student there, and Miss Sakura was facing away from me. I grabbed my book bag and started towards the door.

"Um, Thanks, Miss Sakura!" I called out.

Miss Sakura turned to me. "Oh, Light! No, thank YOU!" she said with enthusiasm. "Between you and me, you made me cum pretty damn hard before. It's just too bad we didn't have time for me to get you off that last time. Light, please stop by anytime so I can finish fucking you, ok? Say, tomorrow at lunch time?"

My heart was racing. "You got it, Miss Sakura!" I said beaming. "Thanks again, I'll see you tomorrow!"