He was sitting at his desk, masturbating, his prick hard and creamy, his hand jerking wildly.

Kelly gasped. "Ah! Ooooh, I – oh! Excuse me, sir!"

The surprised teacher looked up at the darling student, who looked so splendidly alluring her tight sweater, her tiny skirt, knee socks, and saddle shoes.

Kelly bit her lower lip, and her face took on an astonished expression.

Her young eyes stared at Mr. Clancy's big prick. It was big, long, and thick.

"I-I thought I'd locked the door!" Mr. Clancy gasped, his jerk-stroke slowing to a dying pump.

"Jeepers, I better go," Kelly said, turning to leave his office.

"No, don't, don't. I was just thinking about you, Miss Branson. Come in, close the door. Lock it, will you?"

"Oh, gee, I better not," Kelly said, still gawking at his rigid prick.

But she made no move to leave other than her first turn. She trembled. Her heart thumped wildly.

Then she said, "Thinking of me?"

"Yes, that's what I was doing."

"Thinking of you and jacking off to you," Mr. Clancy said, taking the chance of his career, for he knew the young girl could report him to the headmaster and his teaching would be over for good.

Kelly stood holding the doorknob. She was excited. Her heart raced. What should she do? She'd never seen a man's prick before and she was fascinated.

There was her teacher sitting in his chair with his cock out, the tip all creamy and gooey, his hand clutching the thick, long stalk. What should she do?

"Well, what are you gonna do it I close the door, sir?"

"Finish masturbating to you, Kelly. Finish what I started, and you can watch if you like."

He started jerking again on his big prick. "Oh, wow!" Kelly gasped.

She closed the door and locked it, then leaned against it as she watched the handsome English teacher jerk on his prick.