After gym class, I couldn’t help but stare at Kyle’s cock through his shorts as we walked down the stairs back to the locker room, hand-in-hand. I took my left hand and slowly began stroking his cock, which presented a quiet moan from Kyle as he closed his eyes, and I knew he wanted it to last longer than it did. “Not now.” He whispered to me, smiling, as he turned away from me so my hand would no longer reach the front of his pants. We got down to the locker room and found Jason, completely naked, bent over searching for something in his gym bag, on the same bench near the same lockers where our stuff was. “Damn it!” I said, startling Jason. He stood up and saw me and Kyle standing there and lovingly smiled at both of us. I could see Kyle blushing. “What?” Jay said. “Looks like your dick grew about an inch or so since we last sucked cock. Oh, how I would love to take that 7-inch cock into my mouth right now.” I explained. “Oh, yeah” Jay said, blushing. “Thanks. So how’s yours coming?” He asked. I pulled my shorts off, which exposed a little wet spot at the front of my underwear. I could see Jay’s cock slowly hardening. “Jesus Christ Jay, I haven’t even let it out yet!” I said. Then I saw that Kyle had already completely removed his pants and underwear and was standing there stark naked with his 6½ inch member slowly hardening as we spoke. I felt mine also hardening as I slowly pulled my underwear off, glancing back and forth at Kyle’s and Jay’s beautiful dicks, not knowing which one was turning me on the most. But it didn’t matter, because as soon as my underwear was off, I looked down and noticed that my own cock was almost completely stiff as well. “Nice,” Jay said as he started jacking off right in front of us as he stared at my wonderful 7-inches of manliness. Seeing Jay jacking off right in front of me turned me on so much, that I too began to jack off as well. Kyle felt left out I guess and started to jack off also while watching us. So there we all stood, in a triangle facing each other, completely naked, masturbating in the locker room. It was SO hot.

“Well,” Jay started. “We got time. Next is lunch, and we don’t have to be present for it. Unless…you guys would rather just go eat lunch and ignore your throbbing cocks…” He finished. Kyle and I looked at each other and nodded. Then turned back to Jay, who was already laying down on the bench, his feet on the floor, and his erected cock sticking straight out into the air. Still rubbing my own hand up and down my shaft, I bent down and engulfed his entire dick into my mouth. Jay moaned loudly, and it bounced off the walls of the locker room. His hands came off of his cock and came up to hold onto the bench above his head as he moved it from side to side, moaning. I was now playing with the head of his cock with my tongue, massaging his balls with my right hand and jacking off with the other. Kyle’s own member was getting harder and harder seeing me sucking Jay’s dick while I was masturbating. Finally he walked over to us, still rubbing his shaft even more rapidly now, until he stood where his dick was directly above Jay’s head. From there, he had a better view of what I was doing. He began jacking off even more quickly now. Jay moaned really loud again. He reached out with his right hand and firmly grabbed Kyle’s cock. He moaned so loud, I was afraid Mrs. Cameron would hear it and come in the locker room to see if somebody was being attacked. Then, Jay pulled Kyle’s cock into his mouth and began rapidly sucking it. Jay was much more experienced in that category as I was, and I knew it was all coming back to him as I heard Kyle moan louder and louder as Jay began sucking more furiously. “I’M……CUMMING” Jay said, still with Kyle’s cock in his mouth. He was right. His cock twitched in my mouth, then I felt a squirt of warm semen on my tongue, and I swallowed it all. It tasted so good; just like it did the last time we had sucked cock (which, Jay had been right, was a long time ago. I don’t know how I got through those times without sucking his cock!) Kyle moaned too, and he too began to cum. “Oh, yeah, that’s right…” Jay said through Kyle’s cock. “Cum into Jay’s mouth…” Jay moaned, and once he had swallowed all of Kyle’s cum, he took his cock out of his mouth and Kyle immediately began jacking off again.

“You’re right, Jer” Jay said. “His cum is fantastic, by far the best I’ve tasted in a long time.” I took my mouth from his softening dick. “I know. I love it too.” I replied. Then, without thinking, I rushed up to Jay (who was now standing up looking for his boxers) and started Frenching him. I felt no resistance from his side, so I let my tongue explore the inside of his mouth. I could taste Kyle’s cum inside his mouth. It tasted so good, and I had flashbacks to when he and I had sucked each other earlier on the stairs. Then Jay pulled away. I looked at him. “I don’t want to walk into the lunch room with my dick bulging out of my pants. I’m sorry Jer.” He explained. “It’s okay, I understand. Me either.” I replied. Then I realized that at some point I had stopped stroking my cock, and so did Kyle. “Now where are my boxers…” Jay said as he resumed searching for his underwear. “Jay, you know, Kyle wasn’t wearing underwear when he came to school. That’s why he borrowed a pair of mine.” I said to Jay, who had just found his boxers. “Really? You don’t say… Well…now I would like to follow in his foot steps.” Jay answered. And with that, he threw his boxers into his back pack and put on his shorts (which were almost identical in style to our uniform) with no underwear on. Kyle and I followed suit, and eventually we were all dressed and ready to leave, none of us wearing any underwear. We headed towards the door and froze in our tracks when we saw Mrs. Cameron appear almost out of no where. “M-Mrs. Cameron!” I stuttered. “What are you doing in here??” I asked. “I heard someone moaning, like they were in pain.” She said, sounding like she knew something we didn’t. “Really?” I said trying not to look guilty. Jay, Kyle and I looked nervously at each other.

About a minute of awkward silence. “Tell you what, Jerry.” Mrs. Cameron started. “Please Mrs. Cameron, can you call me ‘Jer’?” I said to her. “Ok. Then tell you what, Jer, if…you can do a little something for me…” She said, slowly unbuttoning her shirt and dropping it to the floor, revealing a beautiful skimp and lacy bra that barely covered her 35C breasts. “Then I will let you be late to my class all you want and I will give you an A+ for this year.” She finished, sliding off her sweat pants to reveal a very revealing and very sexy thong that matched her bra. I was frozen in place. I didn’t know what to say. Actually, all three of us were frozen in place and didn’t know what do say. I could see Jay beginning to slowly stroke his cock which was only hidden by the thin material they make shorts out of today. Kyle followed suit, and so did I, and before we knew it, our pants were down and we were all masturbating as we stared at our gym teacher.

She slowly walked over to the door, swaying her hips sexily as she did so, which made us jack off faster. She locked the door with her key. “Don’t want any unwanted visitors while you’re…doing me a favor.” She said, so sexily that before I even saw her tits or pussy I was cumming. It spurted out of my dick and landed on her breasts, which were now visible. She had apparently taken off her bra and threw it at us. It landed on Kyle’s face, and he collapsed onto the ground, his eyes closed, my gym teacher’s bra on his face, moaning as he masturbated with his pants-with-out-underwear-on around his ankles. He moaned louder and louder as he jacked off faster and faster. Jay’s eyes were fixed on Mrs. Cameron’s tits, which were perfectly round and very rigid looking. Then, he too sank down until he was on the ground with Kyle masturbating and moaning as well. Then Mrs. Cameron turned around and looked back to see our expression as she shook her ass at us. We all began jacking off faster. She then did a slow strip tease for us as she slowly slid off her thong and threw it at us also. It landed on Jay this time, and then I realized that when she threw her thong and bra, she was aiming for them. To give them a little something too, since I was going to get a better present, I was sure. Then, she turned around and all of our eyes were fixed on her beautifully shaved pussy. It wasn’t grossly and thickly hairy, she obviously kept it beautifully trimmed, as we could see. “Come over here. You’ll get a much better view.” She said so sexily again, that Kyle and Jay rose to their feet and went exactly where she told them to stand, still jacking off. I followed them, rubbing my own shaft, again, as well. She lied down on the narrow bench, her legs open, straddling the bench, which allowed us to see her wet cunt. We jacked off even faster now. She then started rubbing her cunt, and she moaned as she did so. Then, almost as if on cue, Kyle, Jay and I moaned loudly as we cummed straight at her. My load of semen went directly into her waiting mouth, Kyle’s landed on her belly, and Jay’s shot straight at her pussy. Mrs. Cameron moaned in complete and utter delight at her three-way cum shot. She then stuck her finger up her clit and began masturbating as she watched us masturbating. She was shaking, up and down, on the bench as she masturbated more rapidly, moaning as she went. Then, she stopped. “Kyle, come stand next to me. On the right.” She said. “Yes, Mrs. Cameron” Kyle said as he flew over to stand by her side, still jacking off. “Please,” She started, sexily again, “call me May. And Jay, come stand by me, on the left. “Yes, May” Jay replied and he too flew over to stand by her left side, still masturbating as well. “Now, Jer,” She said. “Yes, May?” I asked. “Come stand on top of me.” She said. “What??” I asked. “You heard me, come straddle me. Put your right leg on the right side of me, and your left leg on the left side of me. And let go of your dick. You’ll need it for something much better than what you’re doing now in a moment…” She said. “Okay…” was all I could say. I quickly flew over to her just as fast as Jay and Kyle did and straddled her like she told me. I reluctantly let go of my dick, excited for what was next. She then took my hard cock and placed it in between her beautifully cum-soaked breasts. I moaned as she did so. “Now, move away then towards me.” May said. “Okay…” I said, then I did as she told. “That’s a good Jer…Yeah…that’s right…fuck May’s tits…and breasts…that’s a GOOD Jer…” she said in between moans. Then, without warning, she reached out with both hands and grabbed Jay’s dick with her left hand, and Kyle’s with her right. They both let go and moaned. She then began moving her hand up and down their shafts. “Jer…I’M CUMMING. Lick my pussy. I want you to fucking lick my fucking pussy dry!!” She said louder. I took my cock from between her breasts, and did as I was told. I bent down and looked at her pussy. It was so beautiful. Then I stuck my tongue out and dove into her beautifully wet cunt. She moaned her loudest in delight now, and tightened her grip on Jay’s and Kyle’s dicks which she had stopped rubbing, and which had made them moan as well. “CUM IN MY MOUTH.” She said. “Jay, Kyle, cum in my mouth.” She said again. Then she began massaging their balls, and almost immediately, they followed her orders and cummed in her mouth. She moaned as I began licking her harder and faster and as she swallowed Jay and Kyle’s cum. Then she pushed their cocks out of her mouth and ordered them to put them back in their pants. They did as they were told.

I was still however exploring her clit with my tongue. She told me to put my cock back in my pants as well, but to not stop licking her no matter what until she said so. I covered my dick back up, still keeping my tongue in her pussy until she moaned her loudest and let her juices run all down my mouth, chin, and neck but mostly in my mouth. “OKAY! STOP!” She said. I immediately pulled my tongue from her pussy and wiped all her cum off of my mouth down to my neck and wherever else it went. We just stood there, watching our naked gym teacher, he wet glistening cunt, panting and panting trying to catch her breath. “J-J-Jay…” She said in between pants. “Get…my…bra… Put it on me…” She ordered. Jay did as he was told and rushed over to pick up her bra. May sat up and help up her hair and let Jay put her bra on. “Kyle…get…my shirt…and sweats…” She ordered Kyle. He picked up her shirt and sweats and gave them to her. “Now…Jer…” she started. “Put on my shirt and sweats.” “But what about your thong?” I asked. May smiled. “You can keep it. Earlier during gym class I completely soaked it with my juices watching you and your friends doing your jumping jacks. Take good care of it.” She said sexily again. I put on her shirt and sweats and raced over to her thong. I picked it up and stuffed it onto my nose. She was right, it smelled of her. I smiled and let Jay and Kyle smell it too. Jay even licked it, then Frenched me and tasted the same cum in my mouth as he did on the thong. We Frenched for about 2 minutes while May sat there and watched us, still panting, but now they were far apart and quieter than before. Eventually, Kyle pushed Jay out of the way, licked the thong in my hands, then began to passionately French me. He wrapped both his arms around me, as did I. We stood there, French kissing in front of my previous lover Jay, and my gym teacher, Mrs. Cameron, for a good 5 minutes. Then the bell rang to end lunch. “Well, better get going.” May said. “Bye.” She said sexily again as she waved us good bye. “Bye!” We all said in unison. “Thank you SO much, Mrs. Cameron!” I said. “No problem. Any time.” She said with a sly smile.
–END CHAPTER 2–

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