A/N if you've been reading this may want to start over on chapter one ... again sorry for the delay on this story. It started as just a one shot then I wanted to write more about them sneaking around school. So here's what we have. I'm posting it start to finish over the next few days so no more waiting.

LESSON 3

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Yoruichi began to moan at his touch. His skin was on fire, his mind crazy with lust. He palmed her crotch, pushing her legs open with his fingers.

Yoruichi moaned in semi-protest. Her body stiff as his hands roamed over her while probing her. What was she supposed to do? Join in or was she just to take it like a lifeless doll? She didn't know what to do. She'd never been in this type if situation before. But Urahara-sensei seemed to know what he was doing. She had never felt so good before. Not even when she played with herself. Her head was spinning as some part of her was angry and upset that she was in this situation to begin with but that part too was yielding to the wonderful feeling that were radiating though her.

Her mouth was dry and she realized she was panting. She licked her lips absently and Urahara-sensei covered her mouth with his again, his wide warm tongue wriggling in her mouth flicking and teasing her tongue. A ripple of hot currents danced in her belly. It felt so good. Too good. If this was all she had to do to protect herself and her friends it was little to sacrifice.

Again the small defiant part of her screamed out but it seemed further way. She should be upset on principle for he had no right to threaten she or her friends. But Yoruichi was becoming less and less concerned with that as the hand between her kegs rubbed more urgently.

"Oh,.. I have to see it!" Kisuke exclaimed wanting to see the hot wet flesh that was seeming to throb in his hand. He knelt down eagerly in front of her.

"No!" Yoruichi yelped holding her skirt down.

Angrily, Kisuke looked at her with a raised eyebrow. The serious nature of his intent darkened his face. She was stunned for a moment, her mouth curling down to the cutest pleading pout.

'OHHHH, SOO CUUUUTTE!'. But he held his ground.

Yoruichi sighed in defeat before letting her skirt go. Kisuke stood for a moment and lifted her onto the desk, stroking her thighs languidly while staring into her bright, yet defeated golden eyes, before spreading her legs open and yanking them up to her sides as if she was squatting down on his desk. His watering mouth opened upon seeing her white panties wet and stained with her honey.

Yoruichi was so embarrassed, being on display so lewdly in her classroom of all places. But at the same time she was so turned on. His next touch could easily cause her to climax.

She played with herself every night thinking about Urahara-sensei and now that he was with her, wanting to be with her, she was embarrassed, scared, but totally turned on.

"SUGOI!" Kisuke moaned happily, taking in the vision of her legs spread wide on his desk and her wet panties. He wished he could take a picture but he had already pushed the envelope on this and the last thing he needed was physical proof that he was a total letch.

"I have to taste," he chirped, closing his mouth on her swollen hot lips through her wet panties before she cold even think to protest.

Yoruichi mewled in pleasure, her insides seeming to melt with pleasure at the nerve-racking salacious feeling he was creating in her. He licked and lapped at her crotch affectionately, slowly saving her taste, while enjoying the feel of her flesh through the protective cloth of her panties.

Yoruichi was in a haze, looking down between her legs watching her teacher's head bobbing as he sucked her hard aching clit.

Kisuke, mauling her pussy through her underwear, wasn't satisfied. He hooked his fingers in her panties and pulled the intrusive fabric to the side.

"No! Don't look!" She said trying to cover herself with her hand.

"OH! It's so pink and cute." he squealed.

He grabbed her wrist firmly, moving her hand, staring wide-eyed at her glistening slick parted lips. He gently pulled back the folds of her pink succulent petals, gazing at the adorable slit and erect nub of her clit. Then, while licking tentatively as she flinched, he again closed his hot wet mouth on her, sucking the tender flesh deep into his warm wet mouth.

As good as it felt the first time, it was 100x better now on her supple, hot and sensitive flesh. The maddening erotic currents he was sending through her caused Yoruichi's eyes to rollback, she arched instinctively pushing herself further into his mouth. She had never felt anything so exquisitely hot and obscene. Shock-waves of raw pleasure flooded Yoruichi's body giving her a head rush, and she moaned wildly as Kisuke's tongue went over her like a hot wet paint brush, stopping only to suckle the red-hot clit that poked out at him.

"No, don't do that." she cried. Her sweet voice pushing him on, her toes pointed and she wrapped her legs around his neck.

He scooped up her hips pulling her deeper onto his tongue. His tongue made sweeping, swirling motions over her increasingly wet cunt. He just couldn't get enough! He was licking like a man dying of thirst having found a delicious endless fountain. His hands roamed up her body as he sunk his head deeper between her legs, rolling his face in her essence. Not wanting to stop. Her mewls and cries driving him on. He didn't want it to end.

Yoruichi didn't want to like it, didn't want to even love it, but she did. She began to roll her hips into him, squealing in delight in spite of herself when he nipped or roughly sucked her clit

She was supporting her self with one hand while holding his head in place with the other her hips moving frantically. Soon her pussy began to throb. Her orgasm coming like a freight train. She knew it would be powerful as she rubbed his head into her more frantically.

"Ahhhhnnhnn...ahnnnnnnn...I'm cumming ... I'm cumming, Urahara-sensei !" Yoruichi moaned out erotically, pulling his head into her. Her hands digging into his thick hair pulling it as she rolled his head against her.

Yoruichi calling him "teacher" as he was eating her out, in his homeroom, was sending Kisuke over the edge. He continued to lap and slurp on Yoruichi while he stroked his hungry pulsing cock at the same time.

An all-consuming orgasm wracked Yoruichi, almost burning her with pleasure from the inside out, as she came on Kisuke's face. Her hot wet flesh throbbing with the shock waves of her orgasm. Her head thrashed about her hair whipping back and forth, her breast heaving with her jagged breaths. A dazzling eruption of pleasure tore violently up thru her clit. Her body tense trying to withstand the overwhelming ecstasy that blurred her vision and made her breath catch. Her body convulsed as shock-waves of bliss ignited thru her for several breathless moments as she gradually came down from the orgasmic high.

Finally relaxing her leg lock around his neck, Yoruichi sat back taking a breath and Kisuke's glistening face smiled up a her.

He stood, unable to wait any longer. This was really happening. He unzipped his pants allowing his straining rock hard cock to spring free.

Yoruichi's eyes widened in surprise and desire. It was long, very long and wide. The tip was bright red and rounded like a red mushroom cap. The shaft was thick and sinewy, like another muscular appendage. She was mesmerized. She wanted to touch it, study it... taste it even. But Kisuke had other ideas as he stroked himself moving himself between her legs. Her panties were still pulled to the side, her pussy dripping with her honey.

"Here I go," he said positioning himself in front of her.

Her mind was fuzzy, clouded with pleasure. She felt immense pressure as Kisuke positioned himself in her opening. It was happening so fast. She wasn't ready, was she? Her mind may not have been but her body was. She steadied herself putting her hands on his shoulders and leaning back just a fraction. He pushed her legs open a bit more, not taking his eyes from her gleaming hot and welcoming entrance.

He eased himself into her tight wet womanhood. She felt like a vice, but he was hardly in and had hit a wall.

"You're a virgin…?" Another wild perverse thrill raced through Kisuke hearing this, his cock throbbed wildly, threatening to release right then.

"Of course I am!" Yoruichi said indigently, pulling away from him. He WAS a complete IDIOT!

He pulled her closer, kissing her softly, drooling lasciviously.

"I apologize," He brushed her bangs out of her eyes and smiled humbly. "This is gonna hurt a little." he said sweetly, pushing his way with one good thrust all the way into her.

Yoruichi cried out in pain, and shock. Her eyes welling with tears. Lurching forward she dug her nails into his skin, gripping and digging into his shoulders.

He kissed her softly to reassure her, as she bit her lip to keep from screaming again. She pulled him close to her. He felt her full breast press into his chest, her hard nipples quite noticeable. He wrapped his arms around her waist resting his head on her shoulder while cooing in her ear and kissing her softly, letting himself stay rooted in her, letting her get adjusted.

"I'm sorry," he said affectionately, once she retracted her nails out of his shoulder. "It'll feel better soon, I promise." He wrapped one arm around her waist, then wiped her tears, giving her a deep passionate kiss that flooded her mound, so much so, that for and instant Kisuke thought she had come and looked down to make sure. He saw the telltale blood sliding down his shaft. Another rush of obscene delight. Oh he was such a pervert.

His body wanted to go all out.

"I'm gonna start moving now."

Yoruichi nodded that she was ready.

Kisuke pulled out and slid in... easy and slow. He watched her face. Making sure it was okay for her.

Oh, how she was so cute.

Kisuke took his time, slowly moving in and out of Yoruichi. For a long time he kept himself at bay, watching her, feeling her body responding from the inside.

Then just as he promised, it did start feeling better.

He heard her beginning to mewl again.

"Do you like it now? Is it better?"

"Mmmmmm." She nodded, beginning to roll her hips. He picked up his pace .

"Yoruichi-san, you're so tight." he sighed. He scooped his arms under her legs letting them drape.

She wrapped her arms around his neck as he stroked in and out of her, still keeping a moderate pace.

Tomorrow though will be a different story.

He watched her face, there was a pleasant and hungry look on it now.

He was her first. The thought again, thrilled him and his cock throbbed inside her.

She mewled while kissing him. He opened his mouth to hers, allowing her tongue to explore his mouth.

Yoruichi could taste herself on him. She moaned, pulling him closer, deeper. as if to taste more. It felt so good kissing him, him inside her, filling her up until she thought she would explode while sawing in and out of her, building another huge orgasm.

Her body began to tingle, her skin flushed as she had never come with a penis inside her, not even her toys. Now she was wondering why she had been feeling so scared, because now it felt incredible.

She squeezed Kisuke's neck. Her silky tight pussy signaling to him she was ready again. She was squeezing him like crazy.

"Oh... Urahara-sensei... I'm ….. I'm cumming agaaaaiiiiiiinnnnnnnnnn !"

Kisuke was grunting trying to hold out for this, she was so tight. He had almost came immediately. He rolled his hips into her instead of pounding hard.

She dug her nails into his shoulders as she came for the first time on a cock. His cock.

It was pulsing, aching to unload in her. Her walls milked him violently. He couldn't hold out any longer.

"GRHnnnnn...I'm cumming …...Yoruichi-san..." Kisuke moaned faintly trying to hold out just a bit longer. Yoruichi heard him through the haze of her orgasm.

"Mmm...You're cumming?"

"UGHHHHH..." he grunted nodding.

"Urahara-sensei, don't come inside me!" Yoruichi shouted trying to push him off, but Kisuke was lost in the rapture of the moment, holding her tight to his chest, short rapid thrusts pushing him to his climax.

"UHHHH... I'm sorry...Yoruichi-san." he said thrusting into her one last time, warm gooey gush after gooey gush filled Yoruichi's insides for the first time.

"NO!" she said in protest feeling it explode into her, filling her. The force of his orgasm, the hot cum filling her, caused her body to rock with another orgasm, her body sucking in all of his fluids it could.

Kisuke stayed planted in Yoruichi's tight pussy, all the way to his balls as he caught his breath, smelling their combined scent filling the air of the locked classroom.

She laid her head on his shoulder, exhausted, not knowing whether to cry or beg for more.

He kissed her neck, trailing kisses up to her panting mouth, finally pulling his slightly soft cock from her.

Yoruichi felt weird, feeling the change in pressure in her body as he pulled out.

Her phone rang as she was distracted by the copious amounts of Kisuke's cum that was flowing from her. She looked at her cell.

"Soi Fon."

They both looked at the time. It was 6:35.

"I'll help you get cleaned up." Kisuke zipped up his happy, yet still hungry, cock and pulled some paper towels from his desk. "But remember we have a date tomorrow."

...

Kisuke's phone rang bringing him back to the present.. He checked the id. It read HIRAKO.

Shinji.

Shinji's calls and texts had become more frequent. Kisuke felt bad not talking to his old friend. But he knew he wouldn't be good company, he only had one person on his mind especially when he was away from class and unable to see her. He couldn't and wouldn't tell him what had been going on the last several months. He'd never hear the end of it. And knowing Shinji, he'd want a date with a. high schooler as well

The phone chirped, he pulled it out again and read the msg. 'Drinks 2nite?'

Kisuke replied 'No, thank you though. Busy.'

The bell rang and his students began pouring into the class. The one he was waiting for walked in angrily while taking her seat in the front row and glaring at him.

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To be continued..