You strip your clothes off with some help

You blush looking at all the faces in the room around you, all clapping in encouragement for you to pose naked in the class. Your heart races with the anxiety over being naked in front of this crowd of strangers, but Ms Orwin pulls you up from your chair as if she has made the decision for you. You run through your thoughts trying to find justification to decline, but she hugs you tightly. Your thoughts get entirely distracted by the sensation of her nude body squeezing tightly against you again.

"Alright, let's get you undressed..." she says as she takes you by the hand to the back of the room towards a changing partition with her clothes tossed up over the top of it. she speaks loudly to the class as she daintily walks across the room with you "John has an incredibly hard penis when he models, I'm really excited for all of you to get to draw it!"

You get behind the partition with her and accuse "Was this always your plan... just to have me pose again?" feeling defeated and embarrassed...

"No!" She says before reconsidering. "Well... only if you wanted to... and I sort of hoped you would want to at least briefly..." She looks down at the ground, wiggling her toes along the floor nervously... "But I really didn't know Jocelyn would cancel Today... and I made sure you got some time to draw before I asked though, didn't I?"

You stand there frowning still, as she laughs at how unreasonably pitiful you are trying to look.

"Aw, how adorable this sad little puppy..." Completely deflecting your bad mood. "You're giving me an awesome gift with this favor. Now come on and get your clothes off already" she says as she pulls your shirt over your head. "I'll pose with you for the first one, if that will make you feel better."

You can't help but chuckle... "You don't trust me to be able to undress myself?" as you step out of your shoes and socks.

"Not when I think you might chicken out!" She says giggling as she unbuttons the top of your jeans.

You begin to blush. This is actually kind of fun seeing how playful she is getting. Your heart beats faster as she slowly unzips your pants. You hold your waistband for a moment as she looks up at you.

"What, are you embarrassed for me to see?" She says laughing. "Need I remind you that this penis was in my mouth only a few hours ago."

She then abruptly grabs both your pants and underwear and quickly kneels down to the ground pulling down your clothing with her. Your penis bounds out of your underwear excitedly, beginning to grow hard from the thrill of open air.

"Hello again friend! Do you remember me?" she touches the tip of it giggling as it recoils and grows harder in response. She looks up at you smiling brightly. "It's beautiful to see it in such a brightly lit room."

She looks back down, entranced by your penis, inches from her face. You awkwardly try to step out of your pant legs, but she stops you by grabbing the back of your leg with one hand. She watches intently as your penis grows more and more rigid from her stare, standing upright as she smiles wider "Yes! This is what I like to see!"

She leans in and quickly kisses the tip of your penis as you gasp from the sudden act. She releases and looks up at you whispering, "Don't be embarrassed, I'm only doing this just to get it erect, OK?"

You gasp and start breathing fast as she leans back in pressing her lips more forcefully against the tip, as she clenches your ass cheeks pulling you towards her. Your heart flutters with your undeniable enjoyment of this, but the **** confusion over the situation. Your penis grows painfully hard while you struggle to keep your balance as your pants are still around your ankles.

You feel her bare breasts pressing against your legs delightfully, and feel overwhelming appreciation for her. She puckers her lips leaning forward and back rhythmically as your penis throbs hard against her lips. Your gasping breaths grow louder as she continues to hold her lips firmly against you. With each throb of your hard on, she kisses down harder against it... the pressure of it eventually forcing your tip to part her lips slightly. You gasp and smile as your heart races.

You start to shake as her lips spread wider and her tongue begins to flick the tip. "Oh god" you think as your dick gets so painfully hard you fear it may burst... "I don't think it can get any harder than this, what is she doing!?!?" But she furiously continues her modelling prep for your penis.

You hold your breath, embarrassed by the sounds you are about to make, as her lips open wider and her tongue grates over all over the head of your penis. A mixture of drool and precum leak down the shaft. Your penis throbs harder and harder at the sensation, until it presses in past her top lip, now fully inside of her mouth, charging forward now no longer squeezed against your abs.

You can't breathe... your cheeks are turning purple as you try to contain your shameful noises from the class's ears. Your legs are shaking like you might collapse, but your teacher continues prepping your penis for the class's view. Your nude bodies sliding against each other as you both start sweating. She is now sliding her mouth slowly down from the tip, back and forth, her tongue dancing along your penis as she does.

You are unsure of what to do with your hands. You grab your chest nervously and lean your head back as you close your eyes. Ms Orwin starts sliding her mouth faster and further down your shaft, as tears form in the corner of your eyes as you squint them in preparation of the orgasm that she's about to unleash.

She grabs your shaft with both hands, continuing with unrelenting mechanical efficiency. Unable to understand this sudden blow-job you are receiving, you brace yourself for your orgasm as quiet slurping sounds begin to grow louder. "here it comes, here it comes..." you scream in your head as you tremble all over...

Your lips fail you and a sliver of a shaking **** moan sneaks out of your mouth. Your teacher pulls her mouth off your hard slobber-covered penis and shoots up to cover your mouth with her hand.

"Shhhhhhh" she whispers to you giggling nervously. "Are you crazy?"

You stand there twitching, on the edge of an orgasm... you gasp for breath through her hand, coming out only as a muffled orgasmic whimper. Your hips are humping the air as your dripping wet penis throbs violently.

She continues to whisper over your muffled moans... "Don't get so excited... it didn't mean anything..." She blushes and then after a pause confesses "I'm a lesbian..."

She puts your hands over your mouth tasking you with muffling your own moaning... She then bends down and helps you out of your pants, then flinging them up to hang on the partition. She then takes your underwear and wipes off your throbbing dick, before draping it over the partition next to her panties.

"Come on, lets show you off!" she says rubbing your back as you begin to quiet down. She grabs your hand and walks out from behind the partition.

You walk out from behind the partition to loud applause from the class, and especially wide thirsty eyes from the younger girls. Ms Orwin waves to everyone as you both blush, but your painful swollen erection blushes even brighter. You try not to think about how visible your swollen boner is to everyone in the room, and instead focus on the sensation of each step of your bare feet across the floor.

She steps up on the table turning to the class "I told you it was really incredible, didn't I?" She says gesturing to your huge erection, among continued applause and enthusiastic nodding.

You nervously smile as you look out at the classroom as Ms Orwin pulls you up next to her announcing to the class that for this first pose you will do together to ease you into it. You both sit down on a soft loosely draped blanket.

You blush as she looks at you, causing her to smile enthusiastically and blush in kind.