"Nice of you to join us, Kurosaki-san."

Ichigo winced at Ochi-sensei's sarcastic bark as he walked in the room. He looked at her. "You changed your hair. It looks nice."

She smiled at him and he was almost relieved until he noticed her right eye was twitching. "Thank you, Kurosaki-san. I got it cut six weeks ago!" She slammed her book on top of his head. "Come see me after school. You have a lot to catch up on."

Ichigo groaned and sulked to his seat. Just what he needed, more responsibilities on his plate.

All too soon, the bells rang to let the students go home or go to their various clubs meetings, and Ichigo trudged slowly to his homeroom. His friends gave him sympathetic looks and words as he went. He reached the door and, after a deep breath, slid it wide open. She looked up at him over her glasses from her place behind the desk.

"Come in. And shut the door behind you."

Ichigo shut it and strode to a desk on the front row in front of her desk, tossing his book bag on the floor as he flopped in his seat and waited.

"You have a ton of work to catch up on, Kurosaki-san. Urahara-san made it so that you can at least graduate on time, but I'm not gonna let you off completely from not doing all the work everyone else had to do."

He said nothing as she spoke, tapping her ruler on the edge of her desk. Just crossed his arms and waited and tried not to think about how much he owed the old hat and clogs. She stood and came around to the front of the desk, settling herself on the edge and crossing her legs. His gaze flickered down briefly, detachedly appreciating her shapely legs underneath the dark grey pencil skirt.

"I'm having to be creative about a solution, you understand. I hope you appreciate all the extra time I'm using on you."

Ichigo muttered something and wished she'd get to the point already.

"So, my solution means that you'll have to stay after school almost every day for an indefinite amount of time." Ichigo stared at her in disbelief and opened his mouth the vehemently protest, but a movement distracted him and he froze as he saw that movement was her undoing the top button on her navy blue blouse. Then the next one. "I promise it won't be complete torture, and you will eventually be released from you obligation." Two more popped out of their slits. "I realize spending time after school with your teacher during your senior year isn't ideal…" The shirt was almost completely undone, large breasts encased in lacy white cups and a smooth stomach were already on display. "…but you'll survive." The blouse was completely open and she pulled it back, shimmying it off her arms.

Ichigo was speechless as his eyes remained glue to her chest. Her hands lifted and ran down her chest, cupping her breasts, over her stomach, and back up her breasts, squeezing and lifting them. He was beginning to feel a definite strain in the crotch of his pants.

"I suppose I should explain what it is we'll be doing after school." She leaned back on the desk and slowly opened her legs, her skirt riding up her hips, revealing panties that matched her bra. Ichigo held back a groan. She stroked her thighs with her hands. "Come here, Ichigo."

Ichigo nearly stumbled over the desk in his haste to stand, but was quickly in front of her. She chuckled softly and he flushed. He shouldn't be saying yes to this. This was crazy. Maybe it was some kind of twisted test of hers.

"Have you ever been with anyone before, Kurosaki-san?"

He shook his head jerkily, his skin growing hotter.

"We have even more to catch up on than I thought."

His fingers itched to touch her even as his brain told him to run.

"If you don't like this method, I can think up something else."

An exit. She was giving him an exit.

"But if you agree it's fair, then come closer and put your hands on my breasts."

Ichigo's eyes snapped up to her face. She was looking at him over her glasses with a heated gaze, licking her lips. Her legs spread a little wider, and Ichigo couldn't think of a single reason why it was a bad idea to touch her breasts.

"It's fair, Ochi-sensei."

She smiled and pushed out her chest. He walked into her legs and awkwardly grasped her breasts in his hands. "Oh, God." They were heavy and soft, filling his hands. He squeezed them and a small moan came from her. He gave them another squeeze, needing to hear that sound again, unable to believe it had come from the stern Ochi-sensei. The nipples were beginning to poke through the fabric. He wanted to see them, but was afraid of doing anything with out his teacher initiating it.

Her hands were at his waist and then slipped down to his ass. Ichigo gasped as she gripped them firmly and pulled him in closer, his erection bumping against her crotch. He continued to massage her breasts through the fabric, and she did the same to his rear. One hand slipped to his front and softly stroked his bulge. He grunted at the hot pleasure that shot through him and bucked into her hand.

Ochi-sensei guided his hands down to her waist and reached behind her to snap open her bra closure. Ichigo's chest tightened as the straps slipped off her shoulders. She teased for a few seconds holding the cups in place as she pulled out her arms, and then suddenly the bra dropped into her lap, slipping to the floor.

Ichigo cursed softly and his hands were back on her breasts, feeling the warm skin and the pebbled nipples against his palms.

"Put your mouth on them, Kurosaki-san."

He quickly obliged and bent his head to take one dusky nipple into his mouth. He suckled softly at first, then pulled it in more deeply.

"Yes, that's it. Flick my nipple with your tongue."

He did and her hand curled into his hair, holding him there. After a time, he moved to the other breast, leaving his hand to continue to massage the other.

Finally, she pushed him away and he reluctantly left her breasts. She grabbed the hem of his t-shirt and pulled it up over his head, tossing it on top of her bra. Her hands ran the length of his torso, caressing his muscles, tweaking his nipples.

"Mm, at least you've managed to stay in shape during your absences." Her head came forward and she licked at one of his nipples.

"Ochi-sensei!"

She pressed her tongue against it and lightly nipped it. Her mouth kissed its way to the other one and she repeated her ministrations. Ichigo felt as if he were already about to burst any moment, especially when her hands snuck down to rub his bulge again.

"Ngh… Sensei, I…"

"Oh? Already, huh?" She smiled up at him and began to undo his belt. "Wait just a bit more." She came off the desk and turned them around so he was leaned up against the edge as she unzipped his pants. Her hand slipped inside the slit in his boxers and he nearly came as her warm hand wrapped around him.

He watched in heated amazement as she dropped to her knees, gently stroking his cock. Ochi-sensei leaned forward and laid a kiss to the head before swirling her tongue around it. Instinctively, Ichigo's hand sunk into her hair as she tasted him, teased him, and finally wrapped her lush mouth around his tip and took him in her mouth. She slowly pumped him at first, then faster, watching him while he watched her.

His teacher's hair was a mess, her eyeglasses crooked and foggy, her mouth filled with his cock; he couldn't hold it in a moment longer. "Sensei!"

She moaned around his cock and gently fingered his balls. The orgasm slammed into him and he nearly saw stars as he released inside her mouth. He felt her swallow and it drew out the release, his hips pulsing and jerking. She finally released him, licking at her lips and rising to her feet.

He cursed and she laughed and turned them around again, settling back on to the desk, her skirt, pulled up to her waist. "Take off my panties, Kurosaki-san," she ordered as she took out a tissue and cleaned her glasses.

Ichigo eagerly did so, albeit with shaky fingers as he grasped each side of the bit of fabric and slowly pulled it down, revealing dark curls. The smell of her arousal was enough to begin to harden him again as he dragged the fabric down her legs and over her sensible pumps. One pump lifted and settled on his shoulder, pushing him down to both knees. Her legs were spread wide and he stared in amazement and the glistening, dark pink sex.

"Lick me, Kurosaki-san."

His heart thudding against his chest, he nervously put his hands on her thighs and leaned forward until his mouth was near it and then he stuck his tongue out and licked lightly.

"Mm, harder."

He pushed his tongue up fully against her, tasting the sweet saltiness, and continued to lick, exploring her folds. His tongue found a nub and she squirmed and moaned loudly as he flicked his tongue over it. He sucked gently on it at first, then harder. Her hand was in his hair again, gripping and pushing his face against her. Ichigo explored more and more forcefully at her encouraging noises, his cock stiff against his belly.

Suddenly she yanked up on his hair, forcing him out of his explorations, bringing him to his feet. She slipped her hands underneath his boxers and squeezed his ass until he was pressed up against her.

"Now, Kurosaki-san," she said as a hand gripped the base of his cock. "I want you to fuck me."

His brain felt as if it was tilting as she said the words, even with everything leading up to that point, it seemed surreal. But he was already been guided to her entrance, his tip pushing inside."

"Yes, push into me. Fill me, Kurosaki-san."

His hands fell to the desk on either side of her hips as he pushed into her. Never had he felt anything so incredible. It was so hot, so tight. She was wrapped around him, pulling him into her until his balls were against her.

"Sensei…"

"Move!"

He did, in and out, pumping, awkwardly at first until she guided him and he found a rhythm. Her legs stayed wide open as he pounded into her, her hands roaming his chest, his sides, his back. Finally, they went up the nape of his neck and pulled him down. She pressed a kiss to his lips and quickly slipped her tongue inside, pumping into his mouth, imitating his thrusts. The kiss was soon broken as he felt her tighten around him and she cried out, gripping his shoulders. A few more thrusts and he was there with her, spilling into her as she was still riding out the last waves of her orgasm.

They stayed like that for a few more moments until Ochi-Sensei pulled back and placed a soft kiss on his jaw. He pulled out of her and she squatted down, pulling up his pants and boxers and refastening. She retrieved her clothes and he watched her dress herself after quickly pulling the t-shirt back over his head, fixing herself back into a proper homeroom teacher.

When she turned around, she was all sternness and business. "That will be all for today. I'll expect you after school tomorrow as well."

He blinked at her and she raised her eyebrows in impatient expectation. Ichigo managed to swallow and grab his bag. "Yes, Ochi-sensei. Tomorrow."

With that, he turned and walked out of the classroom, only looking back once as he was sliding the door closed. She was back behind the desk, checking papers with a scowl on her face as if nothing had happened. He half wondered if he'd dreamed it. Until his eye caught the panties in front of her desk.

"Don't forget your panties, Ochi-sensei."

He smirked when she jerked and the first blush he'd seen from her swept across her cheeks. She quickly recovered, clearing her throat.

"Thank you, Kurosaki-san. Stay out of trouble."