Next lesson.

The question hung in the air, charged with erotic energy. Max and Chloe exchanged glances, their bodies reacting to Rachel's suggestive tone. Without a word, they both nodded eagerly. Rachel's eyes gleamed with satisfaction as she stood up, her bare ass swaying as she walked back towards the stairs.

"Come on, then," Rachel said, her hand beckoning them to follow. "We've got a whole night of learning ahead of us."

The two friends followed Rachel, their hearts racing as they wondered what new lessons awaited them. As they climbed the stairs, the anticipation grew, and Max couldn't help but feel that this was going to be a night none of them would ever forget.

Back in Rachel's room, the scene was set once again. The bed was made, the lights dimmed, and Rachel sat at her desk, her eyes scanning over their textbook, her own naked body a picture of concentration. Max and Chloe exchanged nervous smiles, both feeling a mix of excitement and trepidation. Rachel looked up and noticed their apprehension. "Remember, no one's forcing you to do anything. If you don't want to participate, just say the word."

Max took a deep breath, her eyes darting to Rachel's firm ass. "No, I'm in," she said, her voice a little shaky. Chloe nodded, her eyes alight with a mischievous spark. Rachel's confidence was infectious, and she found herself eager to explore this new side of her friends.

They settled into their usual spots, Rachel at her desk, Chloe on the bed, and Max positioned over Rachel's lap. Rachel began to recite the next set of math problems, her hand resting on Max's bare bottom. Max felt a thrill run through her as Rachel's hand began to move, gently caressing and then smacking her ass. Each spank was met with a low moan, and Rachel's voice grew more authoritative, her hand falling harder and more frequently.

Chloe watched with rapt attention, her own body responding to the sounds of their play. Rachel had always had a way of taking control, and it was clear that Max was falling under her spell. Rachel's strokes grew more deliberate, each one aimed to both educate and arouse. Max's body tensed and relaxed with the rhythm, her mind focusing on the math as the heat grew between her legs. Rachel noticed her distraction and leaned down to whisper, "Focus, Max," her breath hot against Max's ear.

Max bit her lip, trying to concentrate as Rachel's fingers danced around her clit. The combination of pain and pleasure was intoxicating, making it hard for her to think straight. Rachel's touch was like a master key, unlocking parts of her that she never knew existed. Her hips began to rock back into Rachel's hand, seeking more, and Rachel was happy to oblige. She inserted two fingers into Max, curling them in a come-hither motion that made Max gasp.

"Good girl," Rachel murmured, her own breathing growing heavier as she watched Max's reactions. "Now, tell me the answer to number seven."

Max's eyes fluttered closed, her mind racing to remember the equation. "Five... no, seven," she stuttered, the digits mixing with the sensations flooding her body. Rachel's hand paused, and she could feel Rachel's gaze on her, waiting for the correct answer. "Seven!" Max exclaimed, the number pushing through the haze of pleasure. Rachel's hand landed with a firm smack, and Max felt herself getting wetter with each stroke of Rachel's fingers inside her.

"Very good," Rachel praised, her voice thick with desire. "Now, let's try for number eight."

Max nodded, her breath coming in quick gasps as Rachel's hand continued to spank her ass while her other hand worked its magic between her legs. The sensation of Rachel's palm smacking against her sensitive skin was a delicious counterpoint to the pressure building within her. She felt Rachel's breath hot against her neck as Rachel leaned in closer, her voice a sultry whisper. "Five...four...three..."

The countdown was a tease, and Max could feel herself getting closer to the edge. "Two...one..." Rachel's hand paused, poised in the air, and Max's eyes snapped open. "Now, what's the answer to number eight?" Rachel's voice was a mix of command and seduction.

With a tremble in her voice, Max recited the answer. Rachel's hand fell with a satisfying smack, sending waves of pleasure through her body. Max's climax washed over her, her back arching and her pussy clenching around Rachel's fingers. Rachel held her through it, her hand gentle now, rubbing soothing circles on her back as Max's cries turned to whimpers.

They broke apart, and Rachel stood up, her own desire clear in the way her nipples were hard and her breath was ragged. "Your turn, Chloe," she said, her voice a low purr. Chloe eagerly took Max's place over Rachel's lap, her ass already red from her earlier spanking. Rachel resumed her position at the desk, her hand resting on Chloe's bare ass.

"Now, let's see what we can do for you," Rachel said, a hint of challenge in her tone. Chloe's eyes sparkled with excitement as Rachel began to count, her hand coming down firmly on Chloe's cheeks. Chloe squirmed and moaned, her body already primed from watching Rachel and Max. Rachel's spanks grew harder, and Chloe's whimpers grew louder, but she managed to keep up with the math questions. Rachel was impressed with their dedication to the cause, even if it was unorthodox.

Max watched from the bed, her body still humming with the aftermath of her orgasm. She felt a strange mix of emotions—jealousy, excitement, and curiosity. She had never seen Rachel like this before, so confident and in control. Rachel's hand smacked down on Chloe's ass with a rhythmic thwack that echoed through the room. Max found herself getting turned on all over again, her eyes fixated on Rachel's toned arm and the way it flexed with each hit.

"Come on, Chloe, you can do it," Rachel coaxed, her voice a blend of encouragement and seduction. "Just a few more problems."

Chloe's face was a mask of pleasure-pain, her eyes squeezed shut as Rachel's hand fell on her reddened cheeks. She gritted her teeth and recited the answers, her voice strained with each smack. Rachel felt a thrill at the power she held over her friends, their willingness to submit to her strange brand of tutoring. It wasn't just about the grades anymore; it was about the connection, the intimacy that grew stronger with each spank.

Max watched from the bed, her breathing still uneven from her own climax. She felt a strange mix of emotions—part jealousy, part arousal, and a deep sense of belonging. Rachel had always been the leader, the one to take charge, and it was exhilarating to see her in this new light. Max reached down to touch herself, the memory of Rachel's hand on her skin sending jolts of pleasure through her body.

Rachel's hand continued to spank Chloe, she noticed Max's movements and smirked. "Looks like someone's enjoying the show," Rachel said, her voice filled with amusement.

Chloe's eyes snapped open, and she looked over her shoulder at Max, her face flushing an even deeper shade of red. "Fuck, Max," she groaned, "you're not playing fair."

Max grinned, not bothering to hide her actions. "What can I say?" she replied, her voice dripping with sarcasm. "Math's never been my strong suit."

Rachel laughed and gave Chloe's ass one final hard smack. "You've earned your break," she said, her hand moving away. Chloe let out a sigh of relief and sat up, rubbing her sore cheeks. Rachel stood and walked over to the bed, her eyes never leaving Max's hand as it moved between her legs.

"Why don't you come over here and show me what you've learned?" Rachel suggested, her voice low and inviting. Max's heart raced, and she nodded, her legs shaking slightly as she climbed off the bed. Rachel positioned her over her own lap, her hand coming down on Max's ass with the same firmness she had used on Chloe.

"Now, let's see if you can handle the next set of problems," Rachel said, her tone playful. Max nodded, her eyes on the notebook as Rachel's hand began to move again, the sting of each spank mixing with the pleasure that grew within her. Rachel's touch was gentle at first, but with each correct answer, it grew more insistent, her hand moving from Max's ass to her thighs, her fingertips grazing the sensitive skin of her inner thighs.

The three of them settled into a rhythm—math questions, spanks, and moans. It was a dance of discipline and desire, each stroke of Rachel's hand pushing them closer to the brink of something new and exciting. Rachel could feel her own arousal building, her pussy wet and swollen. She knew she wouldn't be able to resist for much longer, but she was enjoying the power she had over her friends too much to stop.

As Max's breath grew quicker and her answers more erratic, Rachel could see that she was close to her own climax. Rachel leaned down and whispered in her ear, "You're doing so well, Max. I'm so proud of you." Her hand slipped between Max's legs, finding her clit and rubbing it in time with the spanks. Max's body tensed, and she called out Rachel's name as she came, her body shaking with pleasure.

The room was filled with the sound of their panting, their hearts racing from the intense session. Rachel leaned back, her hand still resting on Max's thigh. "I think we've made some serious progress tonight," she said, her voice filled with satisfaction. "Who's ready for the final exam?"

Max and Chloe exchanged a look, both of them knowing that they would follow Rachel's lead, no matter where it took them. They were in this together, bound by a newfound trust and a desire that was unlike anything they had ever experienced before.

"I'm ready," Max murmured, her voice filled with anticipation. "Bring it on."

Chloe nodded in agreement, her own hand playing idly with Rachel's hair. Rachel grinned and leaned in to kiss them both, her tongue tasting the salt on their skin. "Good," she said, her voice a seductive promise. "Because I've got some very...special...lessons planned for you two."

The night stretched out before them, filled with the promise of more learning and more passion. They were no longer just friends; they had become something more, something deeper. Rachel had always been the leader, but now she was their guide into a world of sensual education.

Max lay across Rachel's lap, her body a canvas of pleasure and pain as Rachel's hand painted it with spanks. Rachel's fingers danced over Max's clit, teasing and tormenting her, pushing her closer to the edge of ecstasy with each question she asked. Chloe watched from the bed, her own arousal building as she took notes in her head, eager for her turn to be under Rachel's tutelage again.