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Russell and Timothy hid in the bushes and peeked through the window of Miss Cider's bedroom.

Miss Cider was their 12th Grade English teacher at the local high school. She was in her mid-twenties and had a body that had all the guys wanting to stay after school.

She had a way with her dresses too and she often pushed the limits of the school's dress code. Most of her outfits seemed to comprise of a light sweater, unfastened to show her ample cleavage whose 36E payload seemed to stretch the sweater's buttons almost to the point of exploding. And with this she liked to wear brightly colored leather skirts that descended only to mid thigh and carried a split that traveled halfway up to her hips. And she wore four inch stilettos that only served to make her 5'8, 36-26-36 body even more of a drool machine for the boys.

She was a tough teacher, riding her students hard and allowing them no mercy for missed assignments, wrong answers or slacking off in class. Every guy in school was in love with her and every guy in school hated her, accusing her behind her back of being a bitch, an ice queen and an old maid.

It was her scolding in class earlier that day of Russell, for simply mispronouncing a word inOold English while reciting the preamble to Chaucer's Tale, that had caused the two boys to plot a plan for revenge. They would sneak over to her house, wait until she was getting ready for bed, and then try and snap a few compromising pictures of her. They would then very early in the morning post prints of her all over the school along with an internet address where people could go and see the rest.

The boy's silently crept up to the edge of her bedroom window and found that there was a slight opening in the edge of her blinds through which they could focus the camera's lens.

Miss Cider entered the bedroom. The boys became silent as statues.

She started undressing by kicking off her high heels. Then she unfastened her dark hair which she kept tied back into a stern bun. She shook her head and her silky hair tumbled downward to her neck, past her shoulder and on down to stop almost at her waist.

Timothy gasped at the cascading hair and Russell elbowed him to keep quiet.

Next, she started unbuttoning her blouse. As each button broke free, her blouse expanded outward, pushed by two gigantic breasts. Finally the sweater was undone and she shrugged it off to the floor. She stood before the two boys clad only in her skirt and a huge black bra. She reached behind her and undid the bra.

Two mountains of flesh tumbled free. Nipples on silver dollar sized areola pointed straight at them. The boys were wide eyed and slack jawed staring at the picture of beauty displayed before them.

Timothy snapped a picture. The flash went off.

"Oh, shit," he exclaimed as they stood to run. Outside lights snapped on and the bedroom window slid open as Miss Cider stuck her head out, saw the retreating backs and called out: "Russell Parker and Timothy Andrews. You stop right there or I am calling the cops!"

The boys froze, sweating profusely and trembling hard.

"Now you two come here this instant!"

The two boys walked up to the window where Miss Cider was clutching her sweater to her chest.

"Give me that!" and she yanked the camera away from Timothy.

"Now go to the back door and you wait for me."

Heads down, the two boys shuffled over to the back porch. On the way, Russell took the opportunity to punch Timothy several times in the arm for his goof.

When they got to the back door, it was open with Miss Cider standing there in a bathrobe and holding the camera on "preview".

"Is this what you two are so gung ho to see?" she asked, showing them the snapshot of her topless form.

Neither boy knew how to answer.

"Step inside," she ordered. The boys complied. They followed her through to the living room where she had them stand as she sat in an easy chair, crossing her legs and flashing a large amount of thigh.

"So, before I call 911, what were you two planning to do with this picture?"

The two boys glanced at each other, but neither said a word.

"Fine," she said, putting down the camera and reaching beside her for the telephone. As she picked it up her loosely closed robe fell open, somewhat revealing a large amount of fleshy breast, but not enough for the boys to get another glimpse of her nipples. Russell stood transfixed by the sight of so much female flesh. But Timothy, nervous about the phone in Miss Cider's hand, blurted out the truth.

"Ah, hah. And you two boys were stupid enough to think you wouldn't be suspended, expelled and possibly go to jail time and have your parents face a lawsuit over your little prank?"

"Jail?" Russell mumbled.

"Lawsuit?" Timothy mouthed.

"Uh hum. This may seem funny to you but you are thinking about ruining not only your lives but the lives of your families as well."

"Oh my gosh, Miss Cider. We didn't think of that. It was stupid. Just stupid and I don't want to get into any trouble. Please!" Russell gushed.

Miss Cider sat back in the chair, putting down the phone. To the boys' disappointment, her cleavage disappeared into the folds of her robe.

"You boys really thought you wouldn't be found out, didn't you?"

The boys nodded.

"Well now, we have a slight predicament here, don't we? You do not want to get in trouble and I, as a teacher, do not think it is in the best interest of the kids I am supposed to be teaching to ruin their lives."

The boys both looked at her unbelievingly. Was she saying she would let them go?

"But still, antics like this must be punished."

The boys slumped in their posture, again fearing the worst.

Miss Cider stood up from the chair, letting her robe fall open. The boys' eyes popped at the site of her nude form, heavy breasts hanging out, hour glass waist and a small, neatly trimmed triangular shaped patch of pubic hair topping her sexy thighs.

"You're both seniors, right?"

They nodded.

"18 years old with good college prospects this year?"

They nodded again.

She started pacing, walking in a circle around the boys.

"Now, what would be an appropriate punishment for two nosey young men that wouldn't ruin their chances of getting to college?"

Neither boy answered.

"No ideas, huh? Well, how about you two do exactly what I tell you to do for the rest of the evening, no questions asked, and then we will forget about this little incident."

Neither boy knew what to say.

"No answer?" She circled back around to her chair and picked up the telephone again. "Why don't we see what the police suggest."

"No," Russell shouted quickly. "Please, Miss Cider, we'll do whatever you want. Really, we will. Right Timothy?"

He shoved Timothy on the shoulder.

"Uh, yes, yes. I can't get in trouble. My parents would kill me."

"Good," Miss Cider said, putting down the telephone. "I believe corporal punishment is still allowed in this state. Russell, how about you hand me your belt. I believe a good whipping will do you good."

"Now," she yelled when Russell didn't move.

He fumbled at his belt buckle quickly, slid it off and handed it to Miss Cider. She doubled the belt in her right hand and gently tapped her open left palm with it.

"Now, who's first."

"Timothy," Russell volunteered and pushed his friend forward.

Miss Cider laughed.

"How typical. Russell, you have the heart of a schemer. I'll bet it was you who planned this little escaped."

Russell looked at the ground without answering.

"You know, I think a whipping alone isn't going to do. I will have to really teach you two a lesson. Let's see, you boys saw me nude. Don't you think turnabout is fair play?"

Russell took a step back, knowing what Miss Cider was about to ask.

"Uh uh," she looked at him. "No backing out now. I want to see the both of you strip."

"Let's go," she snapped, lashing out at Russell with the belt and catching him on the arm. "Strip. Get them all off! Now!" She swung the belt again, clapping Timothy on the back.

The two boys rushed to get off their clothes and soon stood before their teacher in their boxer shorts.

"Not good enough. All off!"

Russell started shucking his shorts, but Timothy started pleading.

"Please, Miss Cider. I'll take your whipping. Don't make me take off my shorts."

"What's the matter, Timothy. Never been naked in front of a woman before?"

"I, uh, er," he stammered.

"A virgin, how quaint. Strip!" She lashed his body with the belt. Once, twice, three times.

"But you, Russell. So confident in your nudity. And I can see why. Impressive."

Russell smiled, holding his hands behind his back and letting dangle in full view his ten inch member.

"But it doesn't save you a beating. Come here."

She walked over to the couch, took off her robe entirely and sat down.

Russell walked over to her, his member starting to grow and get harder with each step he took towards this magnificently naked lady. He gazed at her huge breasts and longed to be able to touch and suck them.

She patted her thighs. He took the hint and lay across her scrumptious legs, scooting up so that the back of his dick rubbed her thighs.

"That a boy," she said, raising her belt and letting loose full force on his raised ass.

"Yiiiiiiiii!" he yelled, not expecting it to sting so much. She pressed down on his back with her left hand and let fly another devastating blow.

"Ahhhhh," he shrieked, again and again as Miss Cider mercilessly pummeled him. Despite himself, he began crying as she reddened his backside. Welts began to rise and still she did not stop. After about 25 blows, when Russell was a sobbing mess, she pushed him from her lap and onto the floor.

"You turn, Timothy," the naked teacher said.

Timothy walked over to her hesitantly.

"Too slow," she yelled, reaching up for his arm and yanking him down on her. "For that, you get five additional lashes."

"No, Miss Cider," he cried out just as her first lash of the belt hit him.

He squirmed and wriggled as the blows rained down. The pain was extreme, but his uncooperativeness was causing his penis to slide around on her flesh. Through the rain of pain, his cock responded in its own special way. He'd never been against a naked woman's flesh before and his penis knew this. It reacted with each blow, getting harder and harder and rubbing more and more frantically as he struggled. He was crying full out and she was almost to the thirtieth blow when his dick exploded semen on her leg.

"Shit," she yelled and pushed him roughly off and to the floor.

"You prick," she screamed, standing up quickly and pouring additional lashes on his body. "You disgusting prick. Look what you did to me!"

She whipped him and whipped him. He curled into a fetal position, screaming for her to stop.

Finally she ceased swinging the belt and stood there, panting hard. She looked at her slimy leg.

"Russell. Come here and clean this off."

"I don't have a towel," he said, sitting up.

"With you mouth, Jackass," and she lashed at him with her belt.

He just stared at her.

"Now," she said in a deathly quiet tone. "Or else."

Russell looked up and saw the seriousness in her eyes. His eyes started leaking tears again but he took a tentative lick on her leg, getting a small speck of cum on his tongue.

"You can do better," she said. "Show me you are not a weak little wimp like Timothy. Show me that you are not afraid of a little sex.

He pressed his mouth to her thigh and licked in a long trail of cum. He sat back, holding onto her thigh with both hands, trying to swallow, trying not to think about the fact that his friend's cum was now in his mouth. He swallowed hard, almost gagging.

"Good boy. There's more. Clean it all. Now."

Russell bent to his task, licking and swallowing quickly, trying not to taste the bitter salty substance that slid around in his mouth.

"That's enough," she finally said, pushing him away. She sat back down on the couch, looking at the boys on the floor. Russell was sitting up, slanted to the side of his hips, trying not to put pressure on his sore buttocks. Timothy was still curled in a fetal position, sobbing. Miss Cider noticed that Russell still had a massive erection.

"I bet you'd like to fuck me," she said.

He nodded.

"We'll see. Fucking is a reward. You two still haven't been punished enough. Timothy. Timothy!"

The boy roused out of his self absorbed pain and looked at her.

"You came all over me. I did not say you could do that. But what's done is done. Right now, we need to even the score. Russell hasn't cum yet."

Timothy didn't understand.

"Make him cum, you sniveling twit."

Timothy got wide-eyed and shook his head. She raised the belt high and he scrambled over to Russell and grabbed his dick. He started stroking. Miss Cider shook her head.

"Still too slow when I ask you to do something. For that, suck him."

"Miss Cider," Russell exclaimed.

"Shut up, Mr. Parker" she yelled. "Suck him, Timothy. Now!"

She lashed Timothy hard with the belt. He scrambled to a kneeling position and ducked his head over Russell's penis, taking the cock into his mouth.

"Don't worry, Russell. Timothy was born for this. Weren't you Timothy."

Timothy nodded quickly, fearful of another blow from the belt.

Despite himself, Russell found that a mouth, male or female, felt just as good on his dick. As the sensations on his rod increased, her stared at Miss Cider's naked form, pretending it was her lips on his cock.

"Don't look at me, boy," Miss Cider yelled. "Look at Timothy. Play with his hair."

Russell did as he was told and tentatively ran his fingers through Timothy's hair.

Timothy was doing a good job on his cock and despite himself, Russell was getting very turned on. Timothy put his hand back around Russell's dick, stroking up to assist his sucking.

At one point, Russell took in a deep breath and fell backwards on the floor, lying face up while his friend administered to his cock. He closed his eyes and forgot about Miss Cider as sensations rose within him. He started raising his hips to meet Timothy's suck as his balls tightened and a load prepared to blow.

Then he was cumming. He creamed inside Timothy's mouth. Timothy's head jerked back but Russell caught it and forced it to stay on his dick. He held Timothy's head tight, ramming his cock into his friends mouth, giving him all of his seed.

"Oh, man," he exclaimed when he was done and released Timothy.

Timothy sat up, wiping his mouth angrily and glaring at Russell.

Miss Cider laughed.

"You enjoyed that, Russell, didn't you."

Russell nodded.

"You, I'd like to keep. Timothy, well I don't know. He hasn't shown me anything worthy yet. So, Russell, you up to the next stage of your punishment? Have you figured out what it could be?"

He glanced at Timothy's cock.

"No, no, you've already tasted his cum. But there is something I've always wanted to see two boys do. Something you can help me with. Do you want to help make one of my fantasies come true?"

Russell nodded.

"It's going to hurt."

He nodded again.

"Ok. Get on your hands and knees facing away from me."

Russell complied.

"Timothy, stand up and come here to me."

Timothy walked over to his teacher. She grabbed his butt cheeks and pulled his crotch close to her face.

"Timothy, you've been a bad boy. Even when I was punishing you, you were still being bad. Now, I am going to do something, something I have to do. But do not in any way think it is a reward for you. You understand?"

He nodded.

"I am going to put your cock in my mouth to get it good and wet so that you can fuck Russell in the ass."

Timothy nodded again.

"But you understand this. This is the closest you are ever going to get to my body. You will never ever again touch me, you understand!"

Timothy's face fell, but he nodded.

Miss Cider took his cock into her mouth. She deep throated it immediately, making Timothy moan. She wrapped her tongue around his dick, sucked in and out rapidly, coated it from base to head with her saliva. Then she let it go.

"Quickly, before it dries, go fuck Russell in the ass."

Timothy turned and stood before his prostrate friend. He wasn't certain what to do next.

"Now, Jackass. If it dries, I am not doing you again. You'll have to lick Russell's ass to lube him!"

Timothy sank to his knees quickly and pointed his tool at Russell's puckered asshole. He pressed his cock against the wrinkled bud and pushed forward. His dick didn't go anywhere. Her heard Miss Cider sigh disgustedly and then did what he was trying to avoid doing. He grabbed Russell on both sides of his waist. Now, when he pushed, Russell's anal ring spread for his invading head. Russell cried out and Timothy hesitated.

"Timothy," Miss Cider slowly intoned.

Timothy took the hint and pressed forward again. He felt his head pop past Russell's sphincter and heard Russell cry out again.

"God, please, Miss Cider, I hurts!" Russell cried.

"Take it, Russell, Take it. Don't you disappoint me."

"Yes, Miss Cider. Aiiyeeeee," He blurted out as Timothy sank deeper. Timothy pushed inward roughly with the inexperience of a virgin. He was aware that he was hurting Russell, but his dick was feeling good. It felt much better than he ever could have imagined. He pushed and pulled, going deeper with each thrust. He hardly heard Russell's wails and lamentations. All of a sudden, his crotch bumped against Russell's ass and he was all the way in.

He relaxed for a moment, feeling the wonderful sensation of his friend's ass quaking around his dick.

"Fuck him," Miss Cider reminded and Timothy started rocking back and forth in his friend.

The friction felt good against his dick and he lost himself to the feelings strumming up and down his cock. Russell was gasping more than screaming now and Timothy practically forgot it was his friends ass he was fucking. Timothy was too caught up in the goodness surrounding his cock. He pumped and pushed and swayed in and out of Russell's ass. He started panting heavily and moving more quickly. He grabbed Russell's waist tightly and pounded all the harder. Suddenly his dick expanded and the blew a load right up Russell's shit tunnel. Timothy cried out and thrust again, feeling his semen rush forth. Again and again he thrust, popping his cherry in his best friend's ass. Then he fell forward on Russell's back, sighing into his friend's flesh.

He felt himself roughly pushed aside. Russell scrambled to his feet and glared down at Timothy.

"You enjoyed that, you fag, didn't you," Russell was yelling while wiping tears from his face.

"Now, now," Miss Cindy said. "No fighting, boys."

"Come here, Russell," she said, patting the couch beside her.

Russell went over and sat down. She put her arms around him and pulled his head to her breast.

"You've been a good boy, doing what teacher told you. Have a suck."

She pushed her nipple up to his mouth and Russell weakly pulled in her teat.

"Yes, that's it. You suck me good now. Make up to me for what you tried to do with the camera."

Russell sucked, hardly believing his luck. Miss Cider took his hand and rested it on her other breast. He automatically started feeling her up.

"Yes," she moaned. "Like that,"

He sucked and rubbed while she patted his hair and rubbed his body.

"You're my good boy."

She laid back on the couch and pulled him on top of her. She pulled his head up and gave him a kiss on the lips.

"You've been very good," she said. "Take your reward. Take what Timothy is never going to get."

Russell couldn't believe his ears. He scooted his penis into position quickly before Miss Cider changed her mind.

He needn't have worried.

She grabbed his butt cheeks and pulled him in. He sank down into her with a rush.