The last of the 2nd grade kids rushed from the room slamming the door as they went. Sounds of laughter, screaming and shouting drifted in the open window from the school yard as hundreds of children made their way home at the end of the day. I wandered aimlessly around the classroom tidying up on autopilot as my mind replayed the shocking events that had taken place a few hours earlier. My stomach was knotted with anxiety and fear as I had been expecting the head teacher or the police to arrive ever since Mandy had left!

What on earth was I thinking? For years I've carefully kept my sordid secret to myself. Now my life could be ruined all because of a few minutes listening to my dick instead of my brain. Damn that beautiful, fuckable little girl! I would definitely loose my job. Maybe even spend a few years prison!

I heard the door open and my heart skipped a beat. A cold sweat washed over me and I felt physically sick! "This is it!" I muttered to myself as I turned around.

It was Mandy Frazer! She stood by the open door, looking at me with a shy smile on her pretty little face. Now my heart was racing! Why is she hear? What does she want now? I thought.

"Oh, hi Mandy." I said hoping my voice sounded normal. "What can I do for you?"

"Um... I... err..." she faltered.

"Shouldn't you be on your way home." I prompted. I was wishing she would leave and forget all about our earlier encounter. Mandy turned around and my heart stopped! I thought she was about to go but now I wished she would stay. She pushed the door shut and turned back to face me looking lost.

Her face reddened as she lifted the hem of her skirt revealing those light blue cotton panties I had pulled down earlier. She shuffled nervously from one foot to the other.

"I... err..." she tried again but couldn't find the words to say what she wanted so finished with a shrug and a pleading look on her face.

My head was spinning! I could only guess what Mandy wanted. She must have enjoyed my touching her earlier or at the very least found the experience interesting enough to return. Now I had a problem! Having spent much of the day deeply regretting my actions my brain was telling me to apologize to the girl, explaining that what I did to her was wrong. On the other hand my Dick, now rock hard and throbbing expectantly in my shorts, was telling me I'd got away with it and had an opportunity to take it further.

I smiled and walked across the room intending to do the right thing but somewhere between the second row of desks and the stationary cupboard my resolve wavered. By the time I reached Mandy all reason had deserted me. I locked the door and led the child to my desk

Mandy was still holding her skirt up, crumpling the hem nervously between her hands. I sat down and stood the child in front of me.

"I guess you liked me touching you earlier?" I asked. Mandy nodded, her face turning even redder. "That's good." I said as I pulled her panties down again. "Would you like me to do it again?" Mandy nodded and giggled excitedly. I lifted her up and sat her on my left knee facing sideways with her legs dangling between mine, my left arm around her waist. "Have you had sex education lessons yet Mandy?"

"Yes..." she nodded "...from Miss Ellias."

"Ah... so you should know how babies are made..." I stated "but I think Miss Ellias may have skipped over the part explaining just what fits where."

"I guess," Mandy giggled "but we kind of knew that bit anyway.

"Okay, that's good." I smiled as I fumbled with the zipper on my pants. "Have you seen a penis before?" Her eyes went wide as she shook her head and looked down at what I was doing. I had finally wrestled the zip down, not an easy task to accomplish one handed, and pulled my rigid cock out of my shorts. "Here you are!" I announced and took her right hand and wrapped her fingers around my shaft. "Feel how big and stiff it is." I moved her hand slowly up and down. "It's not like this all the time, It's normally small and soft and only goes like this when I get sexually excited."

I had let go of Mandy's hand and she continued to stroke my Dick. "It's turned hard now because I really like seeing and touching your pussy, that's making me very sexually exited." I slipped my right hand between the child's legs and rubbed her pussy. She was already wet. Probably still hot from our interrupted encounter earlier or she may have been diddling herself in the toilets before coming to my classroom. "Hold my cock a little harder." I encouraged. "Now move your hand a bit faster... ah yes! Just like that." I sighed. I worked my finger deeper into Mandy's crack, rubbing her little clit. Several minutes passed in silence as we gently stimulated each other. I felt her cunt muscles responding and she moaned softly. "That lovely sensation you can feel as I touch your pussy is the same feeling I get when you rub my cock like this. Doesn't it feel really good?" I asked.

"Oh yes!" She was breathing in ragged gasps and a sheen of sweat covered her pretty face. I pushed my finger further down her slit, seeking the virgin entrance to her cunt and easing the tip of my finger into her tight hole as far as the first joint. "Mmmmm...!" She moaned. Her legs were opening and closing on my hand. Her bottom wriggled urgently on my knee. I felt she was trying to pull away from my finger and that she was very close to having an orgasm.

"Its okay Mandy," I mumbled into her hair "your about to come, just let it happen. Enjoy the moment." I rubbed her clit rapidly and held her firmly in my arms knowing she was almost there.

"Ahhh... ahhh...!" She yelped as her body stiffened. Her left hand was gripping my left knee, screwing the fabric of my pants in her tight fist. She was also squeezing my cock with the same urgency which hurt enough to delay my own orgasm. She shuddered and moaned as her climax washed through her young body.

A couple minutes later Mandy had calmed down some. "I'll bet Miss Ellias didn't teach you about orgasms or that sex could feel so good!" I kept my hand between her legs but had removed my finger from her crack, content to caress her pussy lips. "Did you enjoy that Mandy?"

"Oh yes!" She gasped.

"Keep stroking my penis Mandy." I urged. "I'm about to have an orgasm too!" She remembered to hold my cock with a firm grip and pumped with a steady rhythm. Oh how good it felt! I was only seconds from cumming. "Did Miss Ellias explain about a man's semen?'"

"Yes," she nodded "Is that the stuff that goes into the girl's tummy to make babies?"

"That's right Mandy." My cock was burning. I could feel the pressure building at the root. "You're about to see my semen come out when I have my orgasm."

"Wow! Really?" She wriggled on my knee with excitement.

"Oh god, yes!" I groaned. "Here it comes... keep pumping my cock Mandy!" My cum erupted. The first jet flew in a graceful arc before splashing onto Mandy's thigh. "Ahghhh yes!" The remainder of my cum boiled from my red, swollen cock head and dribbled over Mandy's fingers. "Oh shit, that feels good!" I shuddered. "Keep pumping Mandy, don't stop!" The intensity of my orgasm left me panting and covered with a sheen of sweat and Mandy's hand and thigh dripping with my cum. "Thank you Mandy," I gasped. "That was so good. Thank you."