“Mr. Carlson, please. Please don’t make me,” begged Lily pathetically. They were both in her supply closet, minutes before class was set to begin. 

“Now, now,” scolded Tyler, relishing his position of power, “You said it yourself. What is your number one job as an art teacher?”

“To inspire my students,” said Lily, her voice muffled by the hands covering her face. 

“We both know that the painting unit you’ve been teaching hasn’t really been working. The class has lost its creative spark. They need something to truly inspire them. You are going to give it to them. You know, I’m doing you a favor by pushing you to do your best. I’ll see you in a few minutes.” 

With that, Tyler deftly scooped up the pile of Lily’s clothes and left her in the supply closet on her own. 

The loud click of the door closing made Lily jump slightly. She couldn’t believe that she was even considering this. 

I mean, obviously, it wasn’t an issue for older, more mature artists interested in painting anatomy. But she knew exactly what sort of paintings would be produced if she went out there. 

The bell rang loudly. She could already hear the boys filtering into the classroom, talking and laughing excitedly, setting up their paints and easels. Preparing for a class they had been looking forward to for a while. 

It wouldn’t be so bad if Lily herself were able to approach this dispassionately, but her large nipples were already painfully hard, and she had been wiping between her legs every minute or two since she had taken her clothes off just to keep her juices from running down her legs. 

If she went out there, all of the students would see immediately what kind of person she was. The kind who was incredibly turned on by the idea of her students seeing her naked. 

The bell rang again to signal the beginning of class. For once, the boys outside went quiet: a silent, concentrated anticipation of what was going to happen next. A quiet knock came at the door of the closet, making Lily jump again. 

“Your class is waiting for you, Lily,” said Tyler, firm voice muffled by the door. “They need to be inspired.” 

With shaking hands, Lily grabbed the paint-splotched old towel she used to dry paintbrushes and hung it loosely around her shivering, naked body. Then she closed her eyes, took a deep, steadying breath, and opened the door of the closet. 

As she expected, the eyes of the whole class were locked on to her from the moment she stepped out. There were no cheers or whoops this time. Lily almost wished that there had been just to cut the tension. 

Instead, there was just the silent, intense stares of a dozen eighteen-year-old boys, locked onto her bare shoulders, her pale thighs peeking beneath the ratty towel, the outline of her curves inadequately concealed by the dirty covering. 

Tyler, a smirk on his face, nodded to Brick, who crossed the room to tape a prepared piece of cardboard over the small window in the door. 

There could be no explanation for the class period that was about to happen if anybody were to peek inside. Brick locked the classroom with a sharp click. 

Lily padded slowly to the center of the classroom, surrounded on all sides by student easels. She had never been barefoot in her classroom before, and the cool tiles felt strange on her feet, contributing to the feeling that this was all unreal, some sort of twisted wet dream. 

Finally she stood, the center of undivided attention, in the circle of students. She cleared her throat. Today, it wasn’t necessary for Tyler to get the class’s attention.

 “T-today we will be starting new paintings, with a new s-subject,” she said in a strangled voice. “To continue our study of human anatomy, today you will be provided with a…” she gulped, her pale, delicate throat bobbing visibly, “...a nude model.” 

She untucked the towel, but her hands wouldn’t let go. She stood, trembling, a blush getting hotter and redder on her face. 

The class held its breath, letting her sit in the moment of tortuous anticipation. She looked up at Tyler, sitting at his easel, brush ready, a serious look on his face. Her eyes locked on to his piercing, steady, blue gaze. 

He nodded, firmly. Lily’s numb fingers opened, allowing the towel to slump to the floor.

The silence was broken by a soft gasp of appreciation from the students. They had grown used to seeing their teacher in skimpy clothing, but this was their first time appreciating her fully nude body. 

Their eyes obsessively traveled over her thick thighs, her plump ass, her wide hips, her nervous, blushing face. But especially they focused on the features that were undeniably Lily’s main attractions. Her massive, heaving tits.

 They were huge, pale orbs larger than the heads of some of the boys. They stood firm and full, defying gravity to jut proudly from their teacher’s chest, but with just enough soft weight to their appearance to make it clear that they were all natural. 

Her soft pink nipples were perked up, standing tall and stiff atop their large areolas, pointing slightly upward due to the shape of her breasts. They were breathtaking. Exquisite. Better than anything that the boys had ever seen in porn.  

While Lily knew that her breasts made her attractive to the opposite sex, they had always made her self-conscious. She was uncomfortably aware that the size of her breasts caused many men to fetishize and objectify her. 

It was why she preferred baggy, shapeless clothing in general. The fact that the same process of occurring right now, with her students no less, made the whole experience massively humiliating. But somehow, the thought now also caused a hot wet heat of arousal to flare up inside her. 

Lily walked stiffly and self-consciously over to the stool that had been set up in the center of the circle,  perching herself carefully on top. 

She began to move herself into the pose she had decided on beforehand, crossing her legs and arms tightly. She had figured that if Tyler insisted that she model nude for the class, she might as well choose a pose that exposed as little as possible. 

“No, Lily,” said Tyler, shaking his head with a smile, “I’m just not inspired by that pose.”  Lily’s heart sank. Of course, it wouldn’t be that easy. 

“Wh-what pose would you like, Mr. Carlson?” she asked meekly.

“Spread your legs. More.” 

Lily obeyed, resting her feet in the rungs of the stool on either side, opening her legs for all of the class to see.

“Good girl. Now scoot forward. A little more. Perfect.” Her ass was now right on the edge of the stool, her flushed, dripping pussy presented to the class.

“Now lean back, put your arms behind you. Yes, just like that. Rest them on the stool.” 

Now her chest was thrust upwards, presenting her tits for easy inspection as well. The pose was calculated to make her most private places as easily visible as possible. It was also uncomfortable, and in only a few minutes, Lily felt the strain of maintaining the obscene pose. 

Slowly, the boys began painting, eyes moving back and forth between their canvas and their teacher’s exposed body. Lily’s body began to tremble,  both from arousal and from the tension of holding her body in such an unnatural pose. 

The minutes ticked by. Lily could feel the moisture of her pussy dripping down and pooling between her legs. She would have to thoroughly clean to stool before the janitor noticed it was dirty, she thought with shame. 

She wasn’t sure exactly when the boys started masturbating. She was so caught up in her fugue of horniness and humiliation that, by the time she noticed, there were multiple boys with their pants unzipped, cocks in hand, pumping slowly as their eyes drank her in. 

Instinctively, she slammed her legs shut (making a shamefully wet slap as her thighs impacted each other) and threw an arm over her chest. 

This was too much, it was spiraling out of control, leaving behind even the thin pretense that what they were doing was an art lesson. Her breath came hard and ragged as she curled up, drawing herself into a ball. 

A few moments later, she felt a warm hand on her bare shoulder, and suddenly Tyler was there at her side, whispering in her ear. 

“Calm down, Lily. Everything is alright. Look again.” She looked fearfully up at the surrounding students. By now, most of the class had their hard cocks out, stroking at the sight of their teacher even as she tried to hide herself. 

But… they were also painting. Distractedly of course, but they were working feverishly to capture the arousing vision of a woman in front of their eyes. 

“You are an inspiration. Look at how wild their creativity is going!” said Tyler, Gently but firmly uncurling her body. “Just like for me… you are their muse.” 

Tyler knelt down next to her, a smirk on his face. “It’s not fair that the whole class is feeling good except for the teacher,” he said, positioning his hand between her legs. “I want you to have a good time too, Lily.”

With that, his strong hand dug deep into her needy pussy, using all that he had learned from their makeout sessions in the past month. His mouth latched on to her closest nipple, licking, sucking and nibbling frantically on the rock-hard nub, sending electric spikes of pleasure up Lily Uden’s spine. 

“Oh! Oh Mr. Carlson! More! More!” cried Lily. She knew that it was wrong, that if she had been worried about crossing a line before, then this was ten steps further. 

But the waves of pleasure made it hard to care, despite the quickening pace of her students’ hands watching in the surrounding circle. Her nipples were itching and burning again under the relentless attention of Tyler’s tongue and teeth. 

Her hand tangled in Tyler’s curly hair, pulling him close, crushing him against her large breast, chasing the aggravating, intensely pleasurable feeling that he caused in her swollen nipples.  

Her hips ground upwards, pushing themselves greedily into Tyler’s fingers, craving the filthy public release that he promised. She moaned, making her student’s cocks jump throughout the classroom. Students moved their canvases out of the way, forgetting about the supposed purpose of this exercise, focusing on their teacher’s ecstasy as she worked herself rapidly towards orgasm.

“Watch me! Watch me, boys!” she moaned, frantically pinching and pawing the breast not currently in Tyler’s eager mouth. “I want you to remember this, to be i-inspired! Godddd! Yessss!” 

Miss Uden screamed in ecstatic orgasm, forgetting that anyone walking outside the door might hear her, crushing Tyler even closer into her massive tit, nearly suffocating him as her legs shook from the intensity of her climax. 

Finally she relaxed, leaning on Tyler for support as he released her nipple with a wet pop. 

He stood beside her, and she looked up adoringly into his confident eyes. He began unzipping his pants. “Now there is only one person in this room who hasn’t felt good.” He said with a smile, “That’s hardly fair, is it Lily?” 

His hard cock sprang from his pants and he immediately began nuzzling it on Lily’s soft lips. “Why don't you take responsibility, teach?”

Lily detested blowjobs, and had turned each and every boyfriend down flat when they inevitably requested one. They just seemed demeaning to her. 

But, to be fair, Tyler had just pleasured her with his mouth. She parted her lips and allowed her horny student to plunge his cock inside, as the rest of the class watched avidly. Her delicate tongue swirled gently around the throbbing head, her wide, submissive eyes staring deep into her man’s. 

Tyler looked down, his twisted heart soaring with satisfaction. The same bitchy teacher, who had covered her body as much as possible to hide it from the detested gaze of her students, now bared her tits to the world, sticky with his saliva and the sweat of her own orgasm. 

The big green eyes that so often glared at him with distaste now gazed up lovingly, seeking his approval. The soft, beautiful little mouth which had sneered at and scolded him and his friends was now humbly and submissively servicing his cock. 

This was exactly like he had wanted it.

Lily lost herself in the arousing humiliation of her service, concentrating on giving the most pleasure possible to the man who had become the most important person in the world to her.

She didn’t notice that Brick had silently crept up beside them, pumping his monstrous cock with long, slow strokes. 

She jumped when she saw the massive cock so close, attempted to withdraw from the blowjob, but was stopped by Tyler’s firm hand on the back of her head. “No, no, no. Shhhh. It’s okay, Lily. Just continue what you are doing. He won’t hurt you,” said Tyler soothingly, running his hand over her head, like he was petting a favored dog.

Despite his reassurances, Lily couldn’t help but glance fearfully at Brick’s massive penis out of the corner of her eye, and the massive, muscular, hairy body it was attached to. 

His cock was easily twice as long and thick as Tyler’s, which was already an impressive size. She couldn’t imagine what it would be like to have that thing inside of you, and she for one, would be terrified to even attempt it. 

Brick was grunting and increasing his speed, staring down at her tits with fixed concentration. She turned her eyes to Tyler, eyebrows drawn together in pitiful concern.

“Teacher,” said Tyler gently, “Your students have a lot of pent-up creative energy from this class. They just want to express themselves.” 

Brick’s grunt grew urgent, and he pointed his twitching cock down towards his teacher's heaving, exposed tits. “Your tits are their canvas, Lily. Let them paint.”

With her lips still wrapped around Tyler’s cock, Lily felt the hot, sticky ropes of Brick’s cum splash over her nude breasts, leaving them glazed in his thick, white sperm. 

Realizing the opportunity, the rest of the class scrambled from their stools, surrounding their teacher, leaving her whimpering in intimidation around the penis stuffing her mouth, surrounded by a crowd of hard cocks and bobbing hands. 

“Concentrate on me, Lily, just let your class paint their masterpiece,” said Tyler, his voice low and almost hypnotic. 

Lily followed his advice, concentrating on Tyler and her mouth as her class came forward one by one, spurting their warm jizz all over her magnificent breasts, leaving them dripping with male juices. 

Finally, the class had finished, and Tyler withdrew his wet cock from Lily’s mouth, prepared to put the finishing touches on the masterpiece before him. 

“Smile, slut,” he groaned, and orgasmed at the sight of the sunny smile breaking across his teacher’s face, covering her beautiful, elfin features in his cum. 

Tyler took several paces back, admiring their work. Lily sat alone in the center of the class, soaked and reeking with the pent-up cum of her students. 

The spunk of a dozen boys slipped and dribbled from her glazed breasts to the tile floor, as Lily Uden gave a dazed smile through the cum of one particular boy covering her face. 

“Well class, what grade do you think this masterpiece deserves?” he called out to the class. They whooped and hollered, the release of their sexual tension re-energizing their rowdiness. 

“Well, Lily,” said Tyler, a smile creeping across his face as he grabbed a thick Red marker from the teacher’s desk, “It sounds like the class has spoken.”

He walked over and triumphantly wrote a chunky, block-lettered “A+” on his teacher’s forehead, to the wild cheers of his classmates. Lily looked around at her tormentors with round, pleading eyes, aware that she was being mocked, but unable to do anything about it. 

The bell rang,  and the other students leapt from their chairs, leaving quickly to avoid being discovered here in case anyone found out what had happened during the class period.

“M-Mr. Carlson?” called Lily hopefully, picking up the ratty towel from where she had dropped it and mopping at the slime covering her breasts. “Everyone made quite a mess today… maybe you could stay and help me…”

Tyler didn’t even bother to respond. Lily was dumber than she looked if she thought Tyler was going to help her scrub jizz off of her classroom floors. He gave her a sarcastic wave and followed the other students, leaving Lily frantically rubbing at the floor on her hands and knees, still nude, desperate to make the room presentable before the janitorial staff came in to clean.

Tyler felt complete satisfaction. His wildest fantasies had been fulfilled. If he thought she would welcome it, he would have sung Faria’s praises from the rooftops. And he still had yet to reach this “Grand Finale” that Faria had mentioned in her documents. He was curious where things could go from here. 

Maybe he should get in touch with her…

…

Months ago, Faria concludes her programming session. 

Faria gazed down with affection at the young woman lying naked and horny on the cheap leather couch. She always ended up feeling close to the people she worked on, and it helped that Lily was far from the worst person she had ever modified. 

Lily’s eyes had the dreamy, faraway look of someone who had been given multiple commands. Poor dear, thought Faria, she’s mentally exhausted. It would be a lot of work inside that pretty little head over the next few weeks for Lily to construct a new personality around the anchor points Faria had supplied to her. 

But unfortunately for Lily, they weren’t quite finished. Faria had certainly changed enough about her for little Tyler to get his rocks off, but for Faria to consider her...