"Come speak with me after class," said Professor Kay, glancing down at Bill as she passed.
The test she laid across his desk was marked with a large red "F" on the top corner. He started to sweat. He knew he was bad at biology but he hadn't thought he was that bad. Thoughts of flunking out of college started running through his head and didn't stop for the rest of class. He was almost in a panic.
Finally the class ended and the other students began to file out. He nervously walked up to the lectern where the Professor was arranging her papers. It didn't help his nerves that she was a gorgeous twenty-something just out of grad school a couple of years ago. She looked sleek and professional, with a dark blazer and pencil skirt. Her stockings were the kind with seams up the back, and when she moved sometimes he caught a glimpse of the lacy band at the top, just barely, through the slit that ran up the side of her skirt. It was hard not to let his mind wander, imagining a garter belt, wondering what kind of panties might lie beneath the black fabric before him.
He looked up to find her staring down at him. "Y-yes, Miss Kay?"
"I think you're going to need some extra credit, Bill," she said sternly. He watched her beautiful, full lips moving around the words and his mouth went dry. He nodded.
"What am I going to do with you," she mused after a moment, shaking her head. "You need to focus, Bill. And have a little confidence in yourself. You can do this if you apply yourself."
"Yes ma'am."
"Okay," she said with a smile. "Why don't you come help me with another class. I'll count it toward your test score. And, more importantly, maybe you'll learn something. I think a little hands-on experience could be just what you need to make this material stick. What do you think?"
"I appreciate this chance, Miss Kay. I won't let you down."
"Alright. Well my other class is at the St. Katherine Annex."
"The girl's High School?"
"Yes, the school sends a group of seniors to the Annex for my advanced placement class. It's room 402. Meet me there in two hours."
"I'll be there."
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Bill hurried down the street with his Calculus books and an unfinished report on Anna Karenina, mostly scrawled in the margins of the tome itself, weighing down his pack. He had to rush across campus to make it to the Annex on time after his last class. He huffed up the stairs and stumbled into the room, red faced and out of breath, just as the bell rang.
"Well that was cutting it a bit close, wasn't it?" he heard Miss Kay ask, followed by some girlish snickering.
"Sorry Ma'am." He let his bag slide off his shoulder and looked around. There was the Professor, and maybe a dozen girls at their desks, in their Catholic school uniforms. Pleated skirts, white button up shirts, thigh-high socks. They varied the way they put it together, though; some of the girls kept the tails of their shirts untucked, or pushed their sleeves up past their elbows, or rolled their socks down below their knees. They had a variety of looks, more or less make up, different hair styles. One had black lipstick and eyeliner, dyed hair, and an eyebrow ring. Another one, a bit on the chubby side, wore pink glasses and plastic bracelets. He saw a couple with braces. They were a little intimidating, all dressed in sexy school girl outfits, all their pretty young faces looking at him.
"Uh, should I sit down, Miss Kay?"
"No Bill, you come stand here with me." She smiled encouragement. "Right up here. Thank you. Okay class, we've been studying human sexual anatomy for the past couple of weeks. Today we will be doing a live demonstration. As you can see we'll be examining the male form this afternoon."
Bill shifted uncomfortably, getting more nervous as she went on. "A demonstration of this nature will involve some nudity. That is why this class is limited to seniors at least 18 years old. If anyone is uncomfortable with this portion of the class, you may elect to leave now and write a report on male anatomy from chapter 6 of the textbook instead."
The girls looked around for a few seconds, but none made a move to stand up.
"Alright. Bill, would you please begin by disrobing."
His heart thumped in his chest. "W-what?" he stammered. A few of the girls giggled, but they were silenced by a stern glance from Miss Kay. The Professor's level gaze then settled on Bill and held steady.
"You heard me, young man. This is the extra credit assignment. You can take the grade you got this morning, or you can remove your clothes. Now."
Bill's head was swimming. He glanced at the girls and began to turn around.
"That won't be necessary, Bill. Face the class please."
He swallowed. The girls' eyes were fixed on him like lasers. He tugged off his t-shirt and dropped it by his pack, and kicked his socks and sneakers into the same pile. He brought unsteady hands to his pants and pulled them open. He decided to do it quickly, like tearing off a band-aid, and hooked his thumbs into his boxers and pushed it all down to his ankles, stepping out to stand completely naked with his hands at his sides. He felt the cool air move over every part of his body, making goosebumps rise on his exposed skin.
"Very good, thank you." Miss Kay's heels clicked as she walked up beside him, bringing a cloud of fresh berry scent along with her. She put her hand on his shoulder and let it slide down his back, her nails moving lightly along his shoulder blade, up and down.
"Gather around, girls. Come up close and take a look." She moved her other hand down his abdomen, lightly brushing against his skin with the backs of her fingers. He felt her like a breeze upon his inner thighs, his pubic hair. His cock began to feel heavier, hanging lazily near her hand. It looked like it was slowly taking a breath, the way it expanded, almost imperceptibly.
