Branch out a little

As much as it pained him to tear his eyes away from the TA he was currently groping, William suddenly remembered that she wasn't the only one who'd acted strangely today. Sitting to his left, a foot or so away from his pumping fist, the brunette who'd bent over in front of him earlier was intently watching him masturbate. From this new angle, he had a better view than ever down her cleavage.

Without a moment's hesitation, William released his cock and shoved that hand inside her shirt to grab a handful. She was a little bit smaller than Ms. Dalton, but that didn't mean he enjoyed it any less. She seemed to enjoy it, as well; her breath hitched as William found her nipple and squeezed it between his fingers.

"My arm's tired," he explained, as if he needed to. "Do you mind stroking me for a bit?"

The brunette's eyes lit up; "Oh, sure! Y'know, my ex-boyfriend used to love my handjobs..."

She spit in her palm and wrapped her long, slender fingers around William's cock, studiously slathering down every inch of his shaft. He had always sort of assumed he was the expert when it came to jerking himself off, but just a few seconds of this girl's ministrations had him on the edge faster than he would have thought possible.

"Oh, fuck..." William moaned, "I'm about to cum! D-Dalton, on your knees!"

Ms. Dalton immediately dove to the floor, pressing her tits together and opening her mouth just in time for William to paint her white. The biggest, thickest ropes just missed her eyes, falling in arcs down her nose and across her smiling lips. The rest dribbled down across her chest and cleavage.

"You.. E-cup..." he said to the girl in the seat behind his, gasping through the post-orgasm fatigue, "Lick me clean."

She eagerly leaned over and sucked up the last bits of cum hanging from the head of his cock while William caught his breath and watched Ms. Dalton walk back to the front of the class and continue her lesson, facial-and-all.