Stall for time: massage her cock.

You take a risk. What was the worst thing that could happen? She'd wake up while you were feeling her up... which was exactly what you wanted in the first place so really this was a win-win.

You reach your hand out and palm the bulge in her dress. Her smile widens, her eyelids flutter, and for a moment she stops pushing you. But then she resumes, the vacant smile just that: vacant. But still, progress! You just had to channel that crush you had towards her for all you were worth.

"C'mon Captain, I know you're horny..." You get more aggressive with your groping and Captain Lee slows her walk.

"But-but teacher wants-"

"Don't worry about it, teacher won't know."

"Teacher... knows everything... Mhmmm..." Her mouth said no but she stopped trying to push you along. You could feel your own cock hardening at the situation: her breathy voice, your clumsy seduction, the fact that your clumsy seduction seemed to be working. You increase the pressure of your grasping hand, careful to keep your long nails out of the way, Lee reflexively pushing forward to meet the stimulation.

"How does that feel Captain?"

"Feels... good..."

You drop to your knees, feeling more than a little uncomfortable but enjoying yourself too much to not push this farther. You grab the bottom of her pink dress, sliding it up to reveal the perfect V of her thighs and the hefty package between them. Your jaw drops when you get a good look at it, even still mostly trapped under her dress it was gorgeous. The thick base of her cock was framed by two tight balls, their sacks pulled tight by the virile seed-makers inside. Your "crush" just got bumped up about a dozen notches: you weren't even sure what you wanted to do with it but you wanted that dick.

The Captain shudders, her eyes locked on your awestruck expression, hips continuing to make tiny nudges against your hand as though she was trying to stop herself but couldn't quite manage. You lift higher and the full hard length of her girlcock sprang free, the tight fabric of the dress wrapped fast around her middle even as you release it in surprise. It was huge but possibly more impressive was just how hard it was. Were it not for its slight pulsing in time with her heart, it could have been made of metal for how little it cared for gravity or the momentum of her thrusting hips.

You slide your fingers around her base almost reverentially, drawing forth a sigh as you begin to gently stroke it. You knew she needed lube if she was really going to enjoy herself but you had a stopover before that: you wanted to kiss those balls. Leaning forward, taking a good whiff of her musk that was both feminine and masculine, you plant your lips on one round nut. You feel it quiver for your trouble, encouraging you to deepen the kiss, slipping your tongue out to flick along its dense mass.

"Mh... My... My ass... Teacher... Please..."

You grumble as you switch testicles, irritated she still couldn't drop the 'teacher' thing despite your ministrations, but reach up to cup her ass. You knead the firm flesh appreciatively and she moans wantonly. Odd. That got a much stronger reaction than your ministrations to her shaft. You swat her rump, feeling the jiggle translate to your lips via her nut.

"MMh! Yes! Oh..."

Interesting. You continue kneading her rump, bringing your other hand up to give the unattended nut a good squeeze (-Uuungh!-) because you were trying to wake her up after all, before trailing your fingers over her perineum and up between her lovely ass cheeks-

"What?"

Your nails click against hard plastic. Hard, buzzing plastic.

"Son of a bitch."

"Pleeease teacher..."

You wiggle your fingers around the flat end of the butt plug, Lee's asscheeks spasming around them distractingly, and pull it out.

"Ooooh... fuck my aaaass..."

You try to curb the blasphemous thoughts you were thinking about your commanding officer -"She's not a slut, she's just mind controlled. Really, really well."- and try to focus past your lust to think of a way to snap her out of it. She seemed to really get off on having her ass played with, maybe if you made her cum she'd wake up? Alternatively... you fondle one of her weighty testicles in your hand, eying your long nails speculatively.