Lady Aster's Valentine
by Persephone


Lynda Hancock looked over her special seventh grade class, and realized how much she was going to miss some of them. Scott Mardell, the quiet boy. Penelope Cordia, the perky cheerleader. Graham Blair, the wanna-be football jock. Frankie Cartwright. Elijah Poole. Sally Randall. Such good kids! They all had 'special needs', but Lynda didn't see them as anything but her beautiful kids. Her family. Graham had difficulty concentrating.Scott  got violent when he was confused. Beautiful Penelope liked taking her clothes off for no reason. They were all 'different', but to her they were all special. And they didn't deserve to have a school closing yank their education out from under them.

But in two weeks, Morristown Middle School was closing its doors forever. No more class, no more special needs, no more Morristown Mustangs.

Most of the kids would simply be dispersed to other middle schools in the region, likely Elliot Blake or Woodlawn. But her class was the students who couldn't just blend in with other schools and be expected to adapt. Her kids were indeed special, and she knew they needed special schooling. Trying to reason with the school board hadn't worked, so she was taking matters into her own hands. Let the kids decide, let them sell their parents on it. Subvert the dominant paradigm.
Besides, this was Valentine's Day.

"Guys, a moment?" she asked. They had been reading their text assignment - well, most of them had - but they put their books down and looked up. Penelope had scooted her panties down around her ankles.

"In two weeks, Morristown is closing its doors," Lynda said. "I know that most of you have been assigned to one or two other regional schools, but I also know that you guys are special...you're like my little family of weirdos."

Oh, she'd gotten such flak when someone heard her call her special students weirdos....but hell, they called themselves that! They embraced their weirdness, it bonded them together.

"This is Valentine's Day, guys." She called them 'guys', not 'class' or 'students'. Guys. Like she was one of them. "Traditionally, Valentine's Day is when you give someone you love, something special. Like flowers, or chocolates. Well I love all you guys, so I wanna give you a choice. When Morristown closes, I want you to know that there is a very special school you can go to, called
Lady Aster's School."

"Is Lady Aster a weirdo?" Scott asked, and everyone laughed.

"Dude. She is off the hook freaky-ass weird," Lynda replied with a grin, "You'll love her."

"Will she get..." Penelope paused, a nervous lift to her voice. "Will she get mad if I..."

"You'll have to let her tell you herself, Penelope."

Penelope. Never Penny. Lynda learned that early on.

"Guys, please say 'hi' to my friend, Lady Aster!" she said. She knew that some of the kids in the class would be bored, or think it's cool not to seem interested, but she also knew what would happen next. Sexually repressed teenagers? Meet Ultra-MILF.

The door opened and Lady Aster strode in. She was a tall, slender, sandy-blonde haired woman in her late 20's, with seductive blue-green eyes and a come-hither smile. Pretty? Yes. Beautiful. Seductive. But what made her students sit up and take notice, was how she was dressed.

Lady Aster wore stiletto-heel sandals, a very, very short black skirt, and a filmy black blouse. Her skirt, so short it almost didn't cover her ass, was slit up the side revealing pink thong panties, and she wore a crimson red bra under her nearly-see-through blouse. The blouse was opened all the way down the front and tied off at the waist, letting her boobs bounce despite the red bra. Her hair flowed loose around her shoulders, except for one braid over her right ear.

Several of the guys in class sat up to pay attention, and Scott actually spat on his hand and brushed his hair back. Penelope gazed in awe at her teacher's scantily-clad friend.

"Hey guys!" Lady Aster said with ease as she strolled in. She greeted Lynda with a hug, which the guys hoped would lead to something more. "Who wants to have a party?"

A couple of hands nervously crept skyward, so Lady Aster stood at the front of the class with her hands in front in a 'heart' shape. "Who wants to have a Valentine's Day party? I know I do. How about you?" she said, pointing at Penelope. "Yeah?" Penelope nodded sheepishly, and Lady Aster gave her a big smile.

The kids were getting into it, sharing her infectious enthusiasm.

She went to the front of the class again, and gracefully picked up a large cardboard box. She set it on the floor in front of the students, opened it halfway, peeked in, closed it, opened it again, then closed it and sat on it so everyone could get a good look at her long legs.

"Wanna know what's in my box?" she asked cheekily, and a few kids laughed.

"It's a love-box!" She stood up and lifted out a big bag of red and pink Valentine's cards, some pens, and bowls of valentine candy which she passed out.

"Hey, since this is a party, let's all ditch these silly desks. Everybody sit in a big circle." There was some confusion as the kids came to the front of the classroom. Penelope quietly slipped her panties over her shoes and left them on the floor.

"'Kay, how this works is," she said when everyone was sitting in a circle around her. "First, everyone takes a card and a pen. Now, think of someone you love, and write a happy thought for them." The pretty blonde woman wrote something on a card, licked the flap and sealed it.

"Now, give it to someone. Anyone, it's okay. It doesn't have to be the person you were thinking of." She walked around the circle, well aware of everyone looking up her skirt, and gave the card to a nervous, red haired boy. "Now, you give it to someone. Like her," she suggested, helping him give it to a pretty girl with blond braids. "Now, you give it to someone else. And so on. Let's all write a card! I'll do another one."

She watched with a smile as people looked around, found someone they'd like to send a card to and wrote something down. After a few moments, everyone was looking up at her with cards in their hands.

"Nice! Now, give your card to someone, not the person you wrote it for. See, love is funny that way, you can't always tell where it's going to take you. Everyone stand up, and mingle! Give your card to someone else. I'm in this game too."

She and Lynda watched with delight as the young teenagers exchanged and redistributed their cards, grinning and laughing, until Lynda clapped her hands. Everyone sat down with a card.

"Now, let's read a few. I'll go first, and remember, I don't know who wrote this or who they were thinking of." She opened her card, and read aloud, "'I like it when you look at me.' Aww that's sweet! You next."

A young boy opened and read the card in his hand.

"I want to give you flowers but I don't know if you like flowers so I'll give you my smile."

"You have really nice smell," another student read.

"I know you don't like me but I love you."

"Flowers are gay but you are not. I like you."

"You make me want to touch my pee pee."

"Do you want to go see a movie? I like Disney."

"Thinking about you makes me happy."

"I like it when you take your clothes off."

On that one, everyone turned to look at Penelope - everyone except Scott, who suddenly got very quiet.

"Penelope," Lady Aster said, "do you like taking your clothes off? It's okay, you can tell us if you do."

"Yes ma'am," the pretty blonde said in a small voice.

"Do you want to take your clothes off now?"

"Y--yes ma'am."

"Can I tell you a secret?" Lady Aster whispered, leaning close. It was a stage whisper, so everyone else heard it too.

"What's that?"

"I like taking my clothes off too. I like feeling the air on my skin. I like it when guys watch me do it."

Penelope sat dumbstruck for a moment, looking as if she'd won the lottery.

"Tell you what," Lady Aster said, standing up, "Let's take our clothes off together. Do you think the guys will want to watch?" There was a chorus of cheers and applause, so Lady Aster took Penelope's hand and led her to the middle of the circle.

"You know, I think you may have more clothes on than I do, my dear. Let's even up." She untucked Penelope's sweater from her skirt, lifted it up over her head and let the young girl pull her arms out of the sleeves.

"Now my turn." The statuesque blonde woman easily slipped her gossamer blouse off and let it fall to the floor, then shimmied her miniskirt down and kicked it away. Everyone gasped at the sight of her tiny thong panties and her very bare ass.

"Oh, I think I've gone too far....you'll have to take off two things."

She watched as Penelope nervously unbuttoned her blouse, revealing her immense, granny-style bra that confined her pretty, round boobs.

"Ohh, girl, I don't think you could never get that off by yourself," Lady Aster said, "Why don't you let me help you?" Penelope smiled shyly and turned around; her face a mixture of apprehension, delight, and desire, as her teacher's beautiful friend unhooked her bra. She gasped as Lady Aster solemnly lowered the garment from her breasts, giving everyone a full view. Penelope giggled nervously and wiped a happy tear from her cheek as her audience shifted and jostled for a better view. Her boobs were full and round, with rosy nipples begging to be kissed. She gave her shoulders a quick shrug make them jiggle a little, and several guys watching felt their pants become tighter in front.

"Ohhh..." Penelope said in a breathy voice.

"Do you want to continue?" Lady Aster asked gently, and was answered with a fervent nod.

"Okay... all I have left is bra and panties. You still have your skirt, so let me take my top off next. Here, you can help." Penelope blushed as her trembling fingers grasped the clasp at the front of Lady Aster's bra. It was surprisingly easy to unhook, and Penelope sighed happily as she exposed Lady Aster's firm breasts. "Now my panties, please. Down my hips." Lady Aster held her arms out as the excited teenager undressed her, leaving the woman naked in front of a classroom full of adolescent boys and girls.

"Mmmmm, its good to be naked, don't you agree?" Lady Aster said.

Penelope nodded enthusiastically, and stood tall and proud, naked in the middle of the classroom. This was her moment, her spotlight. She looked radiant, a proud teenage beauty stripping naked for the first time in front of her friends. She hooked her thumbs into her skirt hem and slowly, savoring the moment, shed the last of her clothes. She let the moment linger, her body alive and tingling as everyone drank in the view of a teenage teenage body.

"What do you want to do now, Penelope?" Lynda asked in a quiet voice.

For once Penelope's voice did not falter as she spoke.

"I want the guys to touch me. All over me."

There was a scuffling of feet as several teenage boys approached her. Lady Aster set a chair in the middle of the circle.

"If you spread your legs when you sit down" she said, demonstrating to the approval of the boys, "guys can touch you inside as well as out. Do you want them to?" The young girl nodded vigorously, and sat down in the chair Lady Aster vacated.

Guys began placing their hands on her shoulders, her arms, her face, and finally began cupping her beautiful boobs, but nobody had the courage venture near her open, inviting pussy. Scott was sitting away from the crowd, not joining in, even though everyone knew it was his card that had started all this.

"Scott?" Lynda asked gently, "would you like to touch Penelope? She's totally naked now, and you know she wants you to touch her."

The teenager scowled briefly, but then looked defiantly at his teacher and got to his feet. He picked up a desk and slammed it to the floor so hard the lights shook.

"Mama says what she's doing is bad and wrong!" he said loudly, "she says its wrong to be naked in front of people! No matter how pretty she looks…"

"Scott, look at Penelope," his teacher said in a soothing voice. "Have you ever seen her so happy? She's almost glowing!"

"I want to look, but she's all... like a flower, all pretty and pink…"

"I think she's very beautiful, Scott," Lady Aster said. "I wish I had boobs as pretty as hers. My goodness!" She walked across the room and took his hand. "Scott, its okay to look. It's okay if it makes your body feel good in those places." One of the other boys made a rude noise, but Lynda shut him up with a sharp look. "Hey," Lady Aster continued,  "what if we touch Penelope together? You and me. I'll do it first, and you follow if you want to. Okay?" Scott nodded and Lady Aster led him by the hand to the naked teenage beauty, who gazed up at him with desire in her eyes. The boys with their hands on her moved to make room for the newcomers.

"Now, I'm going to touch her here..." Lady Aster gently brushed her fingers up Penelope's inner thigh, lightly brushing her pussy. The girl threw her head back and moaned slightly.

"Now you." Lady Aster took Scott's hand and brushed it across her belly, easing his fingertips lower and lower.

"See? She likes it!"

The young boy paused, his face reddening, his free hand clenched into a fist.

"Do you want Penelope to touch you, Scott? She thinks you're beautiful, and so do I." Scott nodded, almost imperceptibly. Lady Aster brushed her hand across the unmistakable erection in his pants and he gasped.

"Now I think..." Lady Aster said, unbuckling his belt, "that someone here, a very, very pretty someone..." as she slid his jeans to his knees and grasped his cock through his boxers, "wants to see what you have for her." She lowered his boxers and his cock sprang up, proudly erect. Lady Aster gently teased her fingernails along the front of his shaft. Scott's eyes were half closed, his head tilted back. Penelope was leaning forward with a smile on her lips as she carefully studied his erection.

"Penelope, have you ever touched a boy's cock before?" Lynda asked. The girl looked up as if surprised that anyone else was still in the room, then smiled broadly when she noticed that her teacher had removed her blouse and bra. Maybe she had started something.

"N-no?"

"Would you like to?" Lady Aster asked. She held Scott's cock out to the fascinated young virgin. Penelope reached forward and shyly closed her fingers around the stiff rod. Scott opened his eyes and looked down. A shudder ran through his body.

"Can I?" the nervous voice was back, but Penelope was doing her best to be brave. "I've seen pictures where girls put it in their mouth. For real!"

A couple of the other girls watching glanced at each other with a 'No, duh?' expression. The young students were sucking on the delicious Valentine's Day candy, but all eyes were locked on the naked beauty holding Scott's hard cock.

"I think Scott would like that very much, Penelope,"  Lady Aster said. "Do it like this." She knelt beside the young beauty and slid her tongue over the head of his cock. Then she parted her lips slightly and let the tip enter her mouth. Scott moaned again. "Now you try it," said Lady Aster, presenting the hard shaft to the enraptured young virgin. "Just open your mouth and let him do the rest."

The class watched in fascination as the nervous teenage beauty parted her lips and let her new friend place the bulb of his hard cock on her tongue for the first time. She looked up into his eyes without moving. She gasped and her body trembled slightly, but her lips closed around the shaft and she slowly began bobbing her head, sliding it in and out of her mouth.

"Mmmmmmmm.......mmmmmmm" she moaned around the massive intruder.

The boys beside Penelope resumed their caresses even as they watched the beautiful young girl suck their friend's dick. All over the room zippers opened and fingers reached beneath skirts as the special kids enjoyed their Valentine's treat.

Scott stroked his cock as Penelope bobbed her head back and forth, taking him deeper with each stroke. Suddenly her eyes opened wide and she recoiled with a brief gagging sound. She leaned back, with a thin liquid string stretching from his cock head to her lips.

"Ohh, don't worry dear, that's just pre cum. Keep going and he'll give you a very special treat," Lady Aster said encouragingly. "Suck his cock some more, and I think you'll like what happens."

Penelope's eyes turned to Lady Aster's face, studying her expression. Then she opened her mouth again, her large eyes holding Lady Aster's. When she felt the cock on her tongue she quickly closed her lips, held his shaft in her hand and pumped his cock with impressive natural talent.

With her free hand the beautiful naked teenager caressed herself, oblivious to everything but the cock in her mouth and the sensations growing in her wet, warm pussy.

Scott's body twitched, and Lady Aster glanced at Lynda. The two reached behind their young student and placed their supportive hands behind her head to prevent her from pulling back. Scott gave a mighty grown and Penelope's cheeks ballooned out as she frantically began swallowing. She moaned deeply and gutturally as her fingers flew in and out of her soaking pussy.

She gave a deep, soulful sigh. Her helpers released their grasp on her head and she opened her mouth to show a load of hot, sticky cum pooled on her tongue.

She was still swirling it around her mouth when more bursts of cum erupted from his cock and splattered her face from forehead to chin. Penelope gasped and smiled happily, still looking at Lady Aster. She had never felt so glad to be alive!

"You can swallow it. Guys like that," Lynda said. Penelope closed her mouth and swallowed, then opened her eyes with an expression of pride despite thick strands of salty cum clinging to her eyelids. She opened her mouth wide to show Scott that his load was now safe in her tummy.

"Wow, that was yummy! I want more!"

"Damn," one of the other girls said, "so do I!"

The boys in the class were eager to comply, and soon six of Lynda's girls were either topless or naked, and all were kneeling in front of the horny teenage boys.

Lynda knelt in front of Penelope, who was still enjoying the taste of Scott's cum in her mouth.

"My friend has a special school," she said, "where this happens all the time."

"And you don't ever have to wear clothes if you don't want to," Lady Aster added, "and you can swallow all the cum you want." Penelope squealed threw her arms around the her teacher's friend, and sobbed happy tears.

"Happy Valentine's Day, Penelope," Lady Aster whispered, hugging her back. "Welcome home, my pretty little slut."

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