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Fun fact: I've never watched a single minute of RWBY. When I saw the name “Glynda Goodwitch” I thought she was the character from The Wizard of Oz lol. So this story probably won't have much in the way of little details a proper fan could add. That being said I hope y'all enjoy regardless!


The sharp crack of a riding crop striking his desk might've snapped Noel out of his stupor but the imperious voice that followed it sent him lurching upright and paying full attention, “Am I boring you Mr. Castor?”

“N-No Mrs. Goodwitch!” He stammered, unable to look directly at his teacher as she loomed over him.

“Good. Then I suggest you start paying attention. It just might save your life someday!”

Turning her back to him with a small sigh Glynda returned to the chalkboard in a few strides, immediately resuming the lesson he'd forced her to stop for the umpteenth time. Even when he was the only student in her class Noel still couldn't manage to keep himself focused for more than a few minutes at the very most. It'd been a problem for years and would seemingly continued to be a problem until the day she died. Because she was far too stubborn to give up on him despite how much easier it would be to simply admit defeat and accept he wasn't fit to be a Huntsman. Not even close. And yet for reasons she didn't care to explain to anyone she insisted on teaching him when no one else would. Even if it meant private lessons long after the other students had departed and even if it meant all but pulling her hair out from the sheer effort of drilling even a single thing into him.

For his part Noel was actually trying his best to absorb what she said. After her latest admonition especially. But no matter how hard he wanted to pay attention he could help but drift off again within a minute or two. Three or four if he was particularly lucky. At first it'd simply been his mind wandering to other interests as he sat among his peers. Now, after he found himself completely alone with a woman more frightening than any Grimm, his thoughts strayed an very different direction. One even better than the last yet at the same time infinitely more terrifying. He was almost afraid to think of a person like Glynda in such a lewd, lascivious manner. Most of the students were too intimidated to view her as anything other than the stern, intelligent, and impressively powerful figure she was. Or at least that's what he assumed. It'd certainly been how he viewed her before she'd taken a special interest in his education. Of course that all changed after spending several hours straight being chastised, reprimanded, and otherwise disciplined one on one. All the while knowing she genuinely wanted him to learn and succeed.

Even when she wasn't looking directly at him he still thought about her bright, emerald eyes peering at him from behind her oval glasses. Of that little curl of light blonde hair hanging down the left side of her beautifully delicate face while the rest was tied into a bun. He'd even come to enjoy the way her nostrils flared whenever she admonished him for slacking off and losing focus. To say nothing of how her soft lips pursed with irritation much of the time yet every so often curled upward into a smile when he managed to answer a question correctly or do even one thing right. Noel lived for this little reactions more than he ever could've imaged. Though not even that was enough to keep his attention solely focused where it should be. And while it was most assuredly his own fault in a way he almost blamed her for his endless distractions. Because more often than not his gaze didn't drift towards the ceiling or to the nearby window. Instead it fell upon her tall, slender figure. Often without him even realizing what he was doing as he stared.

At some point before he returned to her class for his private tutoring she'd taken off the purple and black cape she normally wore and removed both the teal drop earrings and pendants he'd never seen her without. Why she'd bothered he could say but he certainly couldn't complain about the former being gone as he admired her strong shoulders and supple hips without anything getting in the way. Noel was always struck by her beauty no matter how many times his eyes roamed her curves and he couldn't help but wonder what she looked like beneath her rather modest ensemble. Beneath the knee high boots and dark stockings that covered her legs all the way to the hem of her high waisted pencil skirt.

Beneath the pleated white blouse that covered everything from her wrists to her neck with only a cleavage baring keyhole neckline to give him any kind of hint. That little tease of her modestly ample breasts never failed to make his heart skip a beat. Alongside the rare moments she actually smiled it was the one and only reason not to balk and worry whenever she turned around. Enough that even found himself looking forward to her chastisement whenever he'd gone a few minutes without seeing her stern, pale face or the soft curves of her breasts just barely peeking out from the opening of her blouse. Even if such feelings inevitably clashed with his embarrassment and nervousness.

Like when she suddenly turned around just as he was beginning to lose himself in fantasies, her eyes flashing and her entire demeanor changing. Immediately sitting upright and clearing his throat Noel did his best to meet her stare only to quickly buckle under the pressure as she asked him, “Are you paying attention?”

“Of course!” He instinctively replied, staring down at his desk like a little kid caught in the act. He'd never felt less like an adult in his life.

“Then what did I just say?”

Smart enough to know he could lie to anyone, let alone someone as smart as her, he instantly gave up on his charade and admitted the truth, “I don't know . . . but I really was trying to pay attention! I-I swear!”

Taking a slow, deep breath before turning away from the chalkboard and approaching his desk yet again Glynda didn't seem angry or frustrated or anything else. Rather she just seemed disappointed by him as she flattened her hands across his desk and leaned in, “I know you are. But you need to try harder Mr. Castor.” After a pause she added in an ever so slightly softer tone, “You need to try harder Noel.”

Completely thrown off by the subtle yet monumental change in her demeanor it took everything he had to not stare at her breasts. Less than a foot away and softly squishing together between her arms that little glimpse of cleavage was the most enticing thing he'd ever witnessed and he couldn't look directly at it. Instead he did something even more harrowing and met her gaze directly, sheepishly replying with a simple, “I-I know . . .”

“Good.” She remained in that impossibly tantalizing position for a couple more seconds before straightening and once again turning away. Noel watched the supple swaying of her hips as she walked towards the board and he stared at the plump curve of her ass with open amazement. After what he'd just glimpsed he couldn't possibly do anything less. At least until she abruptly turned back to face him and his eyes snapped up to her face, “Why don't you join me at the chalkboard?”

“W-What?”

“Join me at the chalkboard. Perhaps then you'll have a harder time drifting off into your own little world.”

“O-Okay . . .”

While he couldn't fault her logic it was hard to feel anything other than worried as he slid out of his seat and approached the board. Noel tried to act calm and collected, to hide his nerves and pretend he wasn't thinking about what she looked like naked but Mrs. Goodwitch obviously picked up on something as she asked, “Why are you so nervous?”

“I-I'm not.”

“Good. Because there isn't any reason to be nervous.”

“I know . . .”

She gave him a quick nod and continued drawing the various anatomical diagrams she'd been working on before their latest interruption. Noel watched her as much as he did the board and while he could certainly focus a little bit easier the constant pressure of trying to focus only on the lesson didn't make things any easier. More than once he found himself focusing on the process of focusing more than anything else, a trap he continued falling into despite his best efforts. Luckily for him Mrs. Goodwitch seemed at least slightly aware of his issues and she was quick to ask him questions or have him describe what she was doing as she did it. Anything to keep his attention where it belonged. Unluckily for him the scent of her body and the teasing glimpses of her cleavage offered by her blouse made it all but impossible to truly focus. So much so he could feel goosebumps erupting across his body as sweat beaded across his palms and his heartbeat quickened. And that wasn't even the worst of it.

“Tell me the strategy you'd use when confronted by a Beowulf.” She commanded, handing him a piece of chalk while and motioning to the board.

Swallowing nervously as his fingers touched hers Noel took the chalk and looked at the board, keenly aware of how tight his pants were getting and how unmistakable his excitement had become. “O-Okay . . .”

He started drawing out a plan of attack before she suddenly interrupted him, “Say your thoughts aloud,” She admonished, “I would like to hear your thought process.”

“Of c-course! Well first I'd . . . uhm . . . first I'd start with . . .”

Despite his nerves and his growing embarrassment Noel did manage to outline some kind of a plan after a few more seconds of stammering. It wasn't original and it certainly wasn't particularly effective but if nothing else he didn't stand there like a mute. Even though his teacher's near unblinking focus made him want to melt into the ground and disappear from reality. Particularly when he started realizing how laughable his strategy was and how utterly hopeless he was. Not to mention the eagerly throbbing problem straining against his breeches with every passing moment. That alone was more than enough to completely distract him from what she'd asked. Without he might've been able to think up something halfway decent! Without it he might've been able to focus! Without he might've been spared the humiliation of a mortifying question.

“Is something bothering you?” Mrs. Goodwitch asked, her tone very much implying she already knew the answer. Perhaps even the source of his distraction.

“N-No.”

“Really? Because you seem remarkably distracted. I know you're capable of more than this.” Gesturing to his badly laid out plan before stepping a little closer and asking again, “Is something bothering you Mr. Castor?”

Glancing at her, then the blackboard, then back at her several times in quick succession Noel tried to think of a decent excuse. After that failed he tried to think of anything at all. But his mind was absolutely flooded with lewd, lascivious thoughts and he was far too busy imagining Mrs. Goodwitch naked to form a coherent sentence. “N-No . . .” was about all he could manage.

And somehow his meager excuse for an answer worked! After a few unimaginably tense moments his stern, uncompromising teacher actually relented! Taking a step back and seemingly accepting his response she gave a little nod and turned her attention back to the board, “Very well. Then I trust I don't need to explain the folly of the strategy you've outlined?”

“No . . .”

“Good.” With a wave of her hand she cleared away everything he'd added and said, “Try again.”

Noel gave a quick little nod and let out a breath he didn't even realize he'd been holding. His thoughts weren't even the slightest bit more clear and his biggest problem hadn't gone down at all but at the very least he hadn't yet been caught. There was no telling what he would've done if his teacher noticed his shameful erection. Let alone how she might react to something so embarrassing. So inappropriate for a classroom. He did his best not to think about that or anything else beyond what she asked of him, trying harder than he'd ever tried before to come up with a halfway decent plan. And for a little while it actually seemed like he was succeeding! He even had an answer for her when she asked a few follow up questions in response to something he'd said. Mrs. Goodwitch even seemed happy with him, although he was so nervous it was hard to say how much of that was reality and how much of it was simply his own imagination.

Unfortunately his winning streak didn't last too long and eventually he found himself staring at another truly incomprehensible strategy for fighting a creature that would've killed him a dozen times over if he'd tried it in real life. And if he was being totally honest that seemed downright preferable to earning another disappointed sigh, “What's wrong with this strategy?” She asked.

Letting out a sigh of his own and glancing at her breasts for just a second, Noel softly admitted, “I don't even know where to start . . .”

“Well luckily for you, I do.”

He expected her to start in one of a dozen places. To point out his faulty plan of attack. The shoddy follow up. How easily a Beowulf could counteract any number of his strategies. Really the sky was the limit for things to point out. Even if she hadn't been an enormously powerful Huntress capable of things he couldn't even dream of. There were a million things he could've expected and every last one filled him with shame. But he never could've expected what she actually did. Not even in his wildest fantasies could he have imagined her tapping his rather unmistakable bulge with her riding crop while a soft, knowing laugh tumbled from her lips.

Teasingly swatting his groin and ever so slightly lifting up his balls she pulled The Disciplinarian away from his body a split second later as she said, “That's why you can't focus.”

Staring at her with open mouthed shock Noel was completely frozen. For the first time he didn't have any trouble looking her in the eye, his utter disbelief overwhelming everything else. And she only made it worse be lightly smacking her riding crop against him once more while he stammered out, “W-What are you d-doing?!”

“Acknowledging the real problem.” Nothing about her tone nor demeanor was any different and yet everything had completely changed as she slowly trailed her tool across his loins. Tracing the outline of his cock and once again lifting up his balls just enough to make him squirm she added, “Since you clearly couldn't acknowledge it yourself.”

He sucked in a ragged little breath and tried like hell to stay composed. But he didn't have the slightest clue how to react let alone how to avoid shaking and shuddering and gasping as he tried and failed to compose himself. “I don't—this isn't what—I-I shouldn't have—I can explain how—”

Silencing him with a soft yet firm smack Glynda stared at him with the same authoritative expression she always had, even if her warm green eyes sparkled in a way that made his heart skip a beat and every other part of him shiver. “I don't need an explanation. Just a solution.”

“T-To what? T-T-To my . . . this?” He looked down at his cock as he spoke and she didn't respond. Her eyes followed his after a second or two and she continued trailing her riding crop across and around his groin in an almost idle fashion. “I-I don't know w-what to do a-about it . . . M-Maybe I could take a-a-a cold shower or-or something . . .”

“That's certainly one option.” She stated. Once again stepping in close she stared directly into his eyes yet again as she remarked, “But I'm sure I don't need to point out the flaws in that strategy.”

Captivated by her gaze and barely able to stand as his knees trembled and threatened to buckle altogether Noel slowly shook his head, “No . . . y-you don't . . .”

For the first time since she addressed his arousal Glynda fixed him with the tiniest of smiles. It wasn't much more than the corners of her mouth twitching upwards for a moment but compared to her typical intensity she was practically beaming. A nervous grin spread across his face as soon as he saw hers, only to immediately vanish as her free hand replaced her riding crop. His whole body tensed up as soon as he felt her fingers gliding across his cock and he was a practically a statue by the time she was gently cupping his balls. Noel continued to stare into her eyes while his cheeks burned and a shuddering whimper tumbled out of his mouth. Somehow she barely reacted at all as she lightly squeezed his manhood through his clothes. As she almost idly stroked and caressed him with a skill and tenderness that made his head spin. And with nothing to hold on to while a gorgeous woman teased him like no other he could only clench his fists and suck in ragged breath after ragged breath as she wordlessly teased him. There was no telling how far she'd take it or even what was on her mind but he was long for the ride no matter what. How could he not be?

It almost seemed like they were stopping before they'd even started as her hand disappeared from his cock. Then she collapsed her riding crop and slid it into a small holster on her boot and Noel was overwhelmed by a wave of hope. Licking his lips and taking as deep a breath as he could manage he set down the chalk he'd nearly ground into dust in his palm and stared at her with open mouthed amazement. She stared right back at him without any hint of shame or hesitation. Indeed nothing about her demeanor betrayed what she was doing or what she had planned for him. She was acting like it was perfectly normal to do what she'd already done and whatever else she was about to do. Which only made it that much more thrilling and confusing for the student she'd been trying to reach for so long without avail.

“Once we eliminate this distraction,” She stated in a strikingly matter of fact tone, cupping his groin with both hands and stepping in close enough for her breasts to lightly press against his chest, “You shouldn't have any trouble concentrating.”

“Th-That makes sense!” His cock was throbbing uncontrollably against her soft touch and every passing second only seemed to make it worse. From the warmth of her body to the sweetness of her perfume and even the heat of her breath he was completely enamored with everything she did and everything happening to or around him. “That m-makes sense . . .”

Before he could repeat himself a few more times, or start babbling incoherently like he wanted to, his teacher mercifully cut him short by sliding a hand into his pants and wrapping her indescribably soft fingers around his cock. Suddenly he was much too busy gasping for breath and staring at her like she'd just performed a miracle to do anything else. Especially as her fingers gently glided across his manhood for a few seconds until her other slipped into the waistline of his breeches. Slowly pulling his pants down and freeing his cock with a deliberate lack of urgency Glynda reveled in every twitch and shudder coursing through his body. Particularly his wonderfully turgid prick. Though she hid it well she felt every bit as much excitement as he did, her own heart racing and her eyes positively glowing as his breeches sank down to his knees. Every inch of his gorgeously hard member was revealed in the blink of an eye and she couldn't help but glance down at his shaft, an ever so slightly giddy breath escaping her mouth.

Too thick to fully wrap her hands around and long enough to need both while holding him the size of his manhood made her squirm almost as much as the illicit thrill of being his teacher. Yet no matter how much she enjoyed the warmth of his cock throbbing away in her palms, and the heady smell of his precum oozing from the equally massive tip, she simply had to pull a hand away to gently cup his wonderfully heaving sack. Too big to neatly fit in the palm of her hand and endlessly tightening against her touch his balls were unmistakably full. Unmistakably full to bursting. What sort of teacher would she be if she didn't take care of her student in his time of need? It was her duty, in spirit if not letter, and she wasn't one to shirk her duties. When her eyes returned to his her smile widened a little bit more, all but washing over Noel as he basked in the light of her tiny yet momentous grin.

Although he didn't have the slightest clue what he was about to say he still tried to say something to her in the split second before she started stroking his cock. It felt almost expected of him. Thankfully she once again cut him off as her fingers gently glided from the base of his length all the way to the tip, quietly collecting the little spurt of precum she'd milked out and smearing it across his throbbing shaft as she returned to the base. All the while her other hand continued to fondle and squeeze his balls so gently he wanted to collapse into her after a second or two. Fortunately for both of them he managed to stay upright in spite of that and she was able to slowly work his length over and over and over.

The quiet schlick of her increasingly sticky fingers rubbing his precum across his manhood filled the air as surely as his ever more ragged moans. Her quiet yet exhilarated moans went almost completely unnoticed among the growing cacophony. Noel barely even realized she was making any sounds at all, though what his increasingly delirious mind and the rest of him understood was only drifting further and further apart. A haze of pleasure had settled on him before long and it grew thicker with every pass of her fingers, every time she reached the tip of his member or the base. Every single student and teacher in Beacon Academy could've walked in on them at the same time and he still would've sank deeper and deeper into the pleasure of her touch. That intense stare and the way she smiled at him with a lasciviousness he never dreamed of.

And somehow it was only getting better! Even if he barely noticed it at first she was moving faster and faster as seconds turned into minutes. Almost as if she couldn't help herself, although the reason hardly mattered when the pleasure was so indescribable. Her hands felt a thousand times better than his own and the way she subtly pressed herself against him more and more as time went on only helped Noel lose even more of himself. In what felt like no time at all she was stroking his cock so fast the sound of her fingers was almost deafening. And the thick, almost cloying scent of his arousal filled the air more completely than he'd every experienced. But while his breathing was growing more ragged by the second hers only deepened.

Purposefully inhaling the aroma of his pleasure and basking in it as surely as she basked in everything else Glynda barely managed to stay calm amidst the ecstasy surging through her body. It was truly a miracle she had any composure left as goosebumps dotted every inch of her skin and an almost desperate need had taken root in her belly. The flames of her arousal were growing out of control and yet in spite of that she didn't betray any of how she felt to him. Like with all her other students she remained perfectly in control and self assured. Even if none of her other students have ever enjoyed anything close to the level of attention she was giving him. They certainly hadn't been given the pleasure of watching a small flush creep into her porcelain skin, the only blatantly obvious sign of her arousal finally betraying her feelings after several minutes of working his throbbing manhood.

At some point she reached her peak, her hand flying across his cock so fast it was nearly a blur, and yet neither of them really noticed a chance. She was much too busy enjoying the power she had over him and the simple ecstasy of doing something so lewd with a student. He was too enamored with the pleasure of her touch and the absurdity of a woman like her, let alone a teacher, stroking his cock in the first place. Everything else, including the simple act of her stroking his dick, sort of fell by the wayside amidst the constant swirl of excitement and delight. There was no telling how much longer he'd be able to last and no telling how much longer he actually wanted to. As good as it felt and as much as he was enjoying her incredible ministrations Noel wanted to cum more than he'd ever wanted anything. But somehow it just wasn't happening. Despite how quickly he could blow his load when he was by himself. He'd already lasted longer than ever before and there really didn't seem to be an end in sight as he coated her hand in precum and even managed to create a sticky little puddle of arousal between the tow of them despite her constant stroking. Of course if he'd known what it would lead to he wouldn't have wasted a single moment wondering about his newfound stamina.

“This clearly isn't the best strategy.” She finally murmured. Her normally stern and composed voice was ever so slightly higher pitched and alongside everything else that subtle difference added up to an amazingly dramatic disparity, “Perhaps we need to try a different tactic.”

“P-Perhaps . . .” Noel agreed. “B-But this still feels good! I-It feels amazing!”

“Would you prefer I continue then?” She'd never actually stopped wildly stroking his cock despite her words. “Or try something new?”

As obvious as the answer was Noel was struck by how obvious her own interests were. He could tell what she wanted just from the look in her eyes. He knew the choice she'd given him wasn't really a choice at all. And that excited him to no end, “W-We can try s-s-somthing new . . .”

“Good.” She said in a comically matter of fact tone, “It's important to try new things and vary one's strategy.”

“R-Right.”

In spite of her words she continued stroking his cock for a few more moments, almost as if she couldn't help herself. But she stopped before too long and for a second or two Noel was left to watch with dumbfounded amazement as she licked her fingers clean of the precum she'd worked so hard to drench them in. Although she somehow managed to remain composed and strikingly authoritative as she did so watching a woman like Glynda Goodwitch eagerly clean his cum off her hand was another in a long line of truly stunning spectacles. He couldn't possibly keep his mouth from falling open as her tongue quickly darted across her sticky digits and messy palm. Almost shockingly efficient and undeniably excited regardless of her stoic expression she smacked her lips and let out all manner of eager little moans in the handful of seconds it took her to 'clean' herself. And by the time she was done Noel was gawking at her like a fool and her cheeks were flushed a brilliant shade of crimson. Of course their fun was only just beginning as she looked up at him with an inscrutable stare before wordlessly sauntering towards her desk.

Flattening her hands against the polished wood as she seductively arched her back and pushed her tight, round ass out towards him she cast her student a coy, over the shoulder look and said, “Don't keep me waiting Mr. Castor.”

Practically lurching into action Noel hurried towards her. He could barely keep his feet under him as he did and he came dangerously close to crashing into his teacher while she waited in that amazing position. Thankfully he managed to avoid messing anything up too badly and after a couple of seconds he was standing behind her in a position few men had ever enjoyed and no student had ever dreamed of. Sucking in a deep breath and letting it out in a long, ragged sigh he slid his fingers beneath the hem of her skirt while she looked at him with an expectant grin. Every part of him was shaking so hard it was difficult to do much of anything but he couldn't begin to stop now. It wasn't even an option as he slowly rolled up her skirt inch by painstaking inch. Noel would've liked to go faster, and indeed was moving at a rather decent pace to begin with, but his head was spinning so fast and his mind positively racing. Around the time he was glimpsing the soft swell of her ever so slightly trembling buttocks peeking out from behind her clothes he was pretty much ready to pass out. His cock was throbbing so wildly it was actually uncomfortable and she only made it all so much 'worse'.

Gently swaying her hips back and forth just enough to tease him even more Glynda could barely suppress her delight as she watched him react. As she felt her skirt finally crest her rump and turn into a belt as he rolled it up to her waist. Suddenly she was standing before him dressed in little more than her stockings and the tiniest, most reveal scrap of cloth masquerading as underwear. Not much more than a single piece of lacy fabric hugging her shapely waist with a few cords her thong left every inch of her gorgeous ass on full display while the not so sheer fabric of her stockings left just enough to the imagination. At least until Noel suddenly ripped the flimsy material open like a wild animal. She barely had time to react as he grabbed two fistfuls of her leggings. One moment she was smiling, the next she was looking at him in surprise as the quiet sound of ripping cloth filled the empty classroom. Upon arching an eyebrow at him he could only offer a half hearted, barely apologetic shrug. One she struggled to find anything less than charming. Especially as his eyes leapt from her face and he drank in the sight of her newly exposed ass sitting before him. His expression sent a quite laugh tumbling from her lips and her momentarily stalled hips back to the teasing sway that'd so completely captivated him.

Operating solely on instinct as his mind shut down and his body took over Noel immediately pulled aside her tiny little thong, revealing the barest hint of a gorgeously plump pussy. He couldn't see much of her undoubtedly beautiful sex but that hardly mattered. Wrapping a hand around his cock he didn't waste a second lifting his prick up. His tip glided across her soft folds and Glynda let out a wonderfully passionate moan as her whole body shuddered. But instead of pushing back against the swollen head of his prick or doing anything else he might've expected she wordlessly reached back. Grabbing a handful of her wonderfully toned buttock she pulled her cheeks as much as she could while Noel froze in his tracks. Staring down at the puckered little ring eagerly winking at him from between her gorgeous curves he knew what she was offering but didn't have the wherewithal to respond. Even as thick spurts of precum erupted from his cock to smear across her lips he just stared at the open invitation with all the dumbstruck amazement she'd come to expect. Luckily for both of them her words could still pierce the veil of pleasure surrounding his mind.

“Not there.” She told him, subtly pulling away from his cock as it twitched against her sex, “Aim yourself higher.”

“R-Really?” He said, his voice hoarse and filled with disbelief.

“Yes.” Glynda smiled at him and subtly bit her lower lipt for a moment. “What are you waiting for?”

Lacking any possible answer to that question and too far gone to even think about it he immediately pressed his cock against her tightly clenched asshole. Another moan tumbled from her lips as he pushed against her entrance and for a split second she almost seemed to withdraw from him. Even while shudders coursed down her spine and she clutched the edges of her desk so tightly the wood creaked in protest. A split second later she was pushing back against him every bit as hard, her eyes sparkling with desire and her mouth hanging open in a long, almost silent whimper. Noel had just enough time to drink in that amazing sight, to commit to memory for the rest of his life, before his instincts got the best of him yet again.

Thrusting with all the strength he could muster and yet holding back just a little bit for fear of causing any sort of pain he plunged his entire length inside her ass with a single stroke. Her tight little hole resisted him for a split second before opening wide and her even tighter inner walls quivered around his cock like nothing he'd ever felt in his life. In the half second it took for his hips to collide with her rump the sheer, unimaginable pressure of her body was too much for him to bear.

His hands close around her hips and a throaty groan erupted from his mouth. Though some part of him still wanted to be gentle and conscientious of any discomfort the rest was drowning in the constant ecstasy that was her ass wrapped so tightly around his dick. Every slightest tremble or wild spasm sent her convulsing around him so fiercely it felt for all the world like she was about to rip his cock off. And alongside the incredible softness of her ass pressing against his hips it was too much for him to bear.

He couldn't stop himself from pulling back out again as fast as humanly possible, from messily distending her unimaginably tight ring as it continued to quiver around him. Nor could he stop himself from slamming right back into her with all the strength he could. The meaty smack of their bodies reuniting was accompanied by his almost frantic cry and both of them all but completely drowned out his teacher's moans. Luckily for him nothing could drown out the abject, toe curling pleasure that was thrusting in and out of her indescribably pleasurable ass with all the abandon he could.

After the build up and foreplay of her little handjob he was so completely beside himself all the rest of the world completely faded away. Had she told him to stop he would've in a heartbeat. But with every stroke and every wave of pleasure he was beyond glad she didn't. That she wasn't in any sort of pain regardless of his wild movements. That seemed to enjoy his madcap pace. At least if the deluge of arousal seeping from her pussy as his balls smacked against her sex with every stroke was any sort of indication.

Glynda didn't feel so much as a single twinge of discomfort or pain as her student buried his cock in her ass over and over and over again. She'd spent more than enough time preparing herself for him and all that preparation had paid off in the most toe curling ways. From the moment his cock slammed inside her she felt nothing but an all encompassing wave of ecstasy. Even though his prick was so much bigger than anything she'd practiced with and every stroke felt like it was stretching her to the breaking point she was still wracked with the kind of delight that sent her whole body shaking and her eyes rolling back in her head within seconds. Turning away from him in a mindless attempt to preserve what little authority she had left Glynda stared uncomprehendingly at the rest of her classroom, listening to the wet smack of his hips against her ass and his balls against her pussy.

All the while her entire body lurched forward with every thrust and her desk gradually slid across the floor. At some point she started pushing back against him as he continued thrusting away with a truly impressive stamina but it was far from a conscious decision. Much like her companion she was already lost in a delirious haze of pleasure and she showed no signs of resurfacing any time soon. Everything he did from the frantic pace of his thrusts to the wild twitching of his cock to the wonderful amount of precum erupting into her ass just helped sink even deeper into her ecstasy. How could she not push back against him whenever he slammed his cock balls deep in her ass? How could she not enhance the already toe curling pleasure that was her student splitting her open and ravishing her like she'd wanted since the moment she asked him to stay after class?

Something incredible was building up inside her and the longer she was submerged in the endless tides of pleasure coursing through her body the more desperately she craved that explosive release. Part of her wanted him to flip her over and continue pounding away while she was forced to stare up at him. While her pleasure wracked expressions were completely exposed to someone else for the first time in her life. But she lacked the wherewithal to tell him as much. Her lips were much too busy hanging open and unleashing a constant stream of breathy moans into the classroom. And while she still had a bit more lucidity than her furiously pumping student she was in no position to do anything beyond take his cock, soak them both in messy torrents of arousal, and wait until one or both of them hit their limit. Or rather desperately crave both his and her own release with a single minded desire that drowned out everything else.

Indeed the only thing she could say in her pleasure addled state was, “Don't . . . don't hold back . . . don't . . . withdraw . . .” It was the only conscious thought left in her mind and even that was tenuous at best. Especially when Noel's cock throbbed particularly hard mere moments after she spoke those tantalizing words.

Entirely incapable of responding with anything more than a groan Noel slammed his cock into her ass with a little more force than usual as her words hit him. She was somehow fulfilling his wildest fantasies without even trying! He half expected to wake up at any moment, all but convinced he was having the single best dream of his life. But despite the absurdity of the situation he wasn't dreaming at all. He really was fucking Glynda Goodwitch's ass while she outright told him to cum inside her. It was a realization he seemed to have over and over again as the pleasure of it all suffused his mind and flooded his body.

As he sank down into it over and over again without ever realizing how far he'd gone only to resurface with that little shock of insanity that continued to remain true. And even when Noel couldn't wrap his mind around what was happening he only had to look down and see her toned ass slapping against his waist. At any moment he could watch the hypnotic ripple of her slender body colliding with his. Or the endlessly amazing sight of her tightly clenched ring distending out around his furiously twitching cock. She was quivering so furiously around him her beautifully puckered asshole actually stretched out several inches whenever he withdrew. Only to immediately sink back between her soft cheeks as he inevitably plunged his shaft inside her with everything he had.

It was all so wonderfully rhythmic regardless of how frantically he moved and how relentlessly he thrusted. Though he felt like he was thrusting in a mindless, animalistic fury his pace couldn't have been more controlled and the cacophony of sounds they both filled the room with couldn't have been more predictable. The throaty moans, the wet slaps, the soft scrape of the desk along the stone, all of it reverberating throughout the classroom and into the halls beyond. If even a single other person had been within two hundred feet of them they would've heard the unmistakable pleasure of two people lost in a burst of passion. And after barely five minutes of unrelenting bliss they would've heard the most unexpectedly gorgeous sound imaginable.

Try as she might Glynda couldn't hold on for another second. Nor could she maintain her almost legendary composure in the face of the pleasure ravishing her body. Her student's cock felt too good and she was too overcome to even think about restraining herself as the relentlessly crashing waves finally reached their zenith. A visceral scream erupted from her lips as she slumped forward, her forehead thudding against the desk while her legs gave out. Noel had never heard anything like it and he never expected to hear such a thing from his endlessly stoic teacher. Faltering for just a few seconds he listened to her frantic cry and groaned in ecstasy as her body trembled around him.

Her breathless exultation quickly devolved into an almost guttural sound as the air rushed out of her lungs and her entire body started trembling in uncontrollable fits of delight. Although her legs had slid so far apart they weren't even remotely supporting her and she was left sprawled across her desk in a heap the wild convulsions and animalistic spasms tearing through her body were still beyond powerful. Somehow she continued to buck and squirm and grind against his dick as Noel quickly resumed the madcap pace that'd brought her to such a state. And it didn't take long for those wild tremors to send the warmth gushing from her sex spraying in every direction, each jet splashing across his balls or erupting onto his legs before splashing everything nearby in a veritable downpour. All while her ass tightened around him in bursts of truly incomprehensible pleasure. He watched her back arch in every direction as she kept her face buried in her desk and her hands wrapped around it's edges. But if she felt any shame at all for losing her cool and succumbing to her bliss he couldn't tell.

Because every breath she took was immediately released as another piercing squeal or throaty groan no matter what else happened. For something like thirty uninterrupted seconds she acted so completely unlike her usual self she might as well have been a different person. One her student had even less chance of keeping up with! But she wasn't a different person. She was the same impossibly powerful Huntress he'd been fantasizing about all night. She was his teacher and one of the most beautiful women he'd ever seen. And she was squirting all over him as she screamed in pleasure and convulsed atop her desk. All because of him and his mindless thrusting.

There was no telling how Noel managed to last through her entire orgasm. He certainly couldn't fathom it when every second felt like an eternity and he was little more than a mindless thrusting machine by the time Glynda's body started to relax and any shred of sanity returned to her mind. Barely fit to be called a human he might as well have been a sex toy for all the sense and function he had while continuing to pound her ass well into the afterglow of her ecstasy. When she had the strength to look back at him and see the pleasure wracked expression his face she was left wondering how he'd survived too. Though she didn't get to wonder for long as his body stiffened, all his muscles tightening simultaneously, and his cock swelled inside her.

Wracked by another bolt of pleasure as he stretched her quivering hole just a little bit wider Glynda stared up at him with a stoic smile, her eyes sparkling and her normal demeanor returning even as she was ravished by the aftershocks of her bliss. Even as she was flooded with a deluge of amazingly warm, gorgeously thick seed amidst those aftershocks. His first creamy load sprayed into her depths long before she was ready for the pleasure and the next arrived while she was still reeling from intense surprise of it all. A third all but ensured her innermost walls were so thoroughly drenched every slightest spasm sent his seed flowing even deeper. It certainly couldn't escape her trembling hole with such a fat cock stuffing her up! Which meant it just flooded more and more of her until it felt for all the world like his seed was pouring into her stomach. Like the heat of his arousal was radiating outwards from her belly to reach the tips of her fingers and toes!

His ecstasy couldn't have lasted much longer than her own but it felt so much longer to Glynda and Noel wasn't even capable of comprehending time at all. He was lost in the ebb and flow of his ecstasy as he stood there clinging to her for dear life. Slowly hunching over more and more with every passing second he was all but draped across her back well before he'd finished. She could feel his breath against her next as surely as he inhaled the scent of her body, both of them reveling in one another as just kept filling her with cum. And when he finally did finish the sheer amount he'd emptied into her body was more than she'd ever felt from him before. So much it left her feeling bloated and groggy in the best way imaginable. She'd never imagined it was possible for such a thing to fell good but laying there with her man's cock buried deep in her asshole and his cum seeping even deeper was the very definition of wonderful. Made all the better by his lips brushing against her neck the moment he stopped panting like he'd sprinted for miles on end.

When she felt his kisses shift even higher she leaned into his affections and quietly whispered. “I told you it would feel amazing . . .”

“I'm sorry I doubted you . . .” Noel replied. Lightly nibbling on her ear and gently sliding his arms beneath her to hug his woman he added, “I should've known better . . .”

“Yes, you should have!”

He laughed at her remark and she smiled a bit wider. But before she could say anything else he slowly withdrew his softening cock from the depths of her ass, finally allowing all the cum he'd pumped inside to bubble out again. Anything she might've said disappeared into a long, breathy moan as she shuddered against her desk and reveled in the simple lewdness of his withdrawal. The wet pop of his tip finally emerging from her hole was more than a little embarrassing but she forgot all about it as the heady pleasure of his cum rolling down her skin washed over her. As did the knowledge that he was watching her freshly gaped asshole wink and quiver in the aftermath of what he'd done. She absolutely loved when he watched his cum drool out of her and plop onto the ground in thick splatters and she made no secret of that adoration. First with another moan and then by deliberately pushing out a little more cum, a particularly creamy deluge bubbling out of her ass while Noel stood behind her with an ear to ear grin.

In no time at all her pussy was completely drenched in his cum and the mess she'd made of the floor was nothing short of spectacular and yet despite all that he couldn't stay away from her. Laying down beside the love of his life he let out a pent up breath and said, “I don't suppose you have any other ideas . . .”

“Role playing as my student wasn't enough?” She asked, turning to fix him with a look of feigned disappointment.

“It was amazing.” He replied without hesitation. “But something tells me it's not all you've got.”

“Of course it isn't.”

“Then stop playing coy and tell me!” He laughed.

Rolling onto her back, a lewd squelch filling the classroom as her asshole continued to sputter and leak cum, Glynda took her lover's hand and said, “Why don't we reverse the roles?”

“So I'd be the teacher?”

“Exactly.”

His smile widened and his almost completely limp cock swelled a little at that prospect, “I think I could do that. But you'd have to do everything I say. No trying to take over and come up with a 'better' idea . . .”

She looked at him for a few moments before turning her gaze towards the ceiling and quietly stating, “Perhaps we should stay within our usual power dynamics.”

He couldn't help but laugh at the closest she'd ever come to admitting any sort of fault. Squeezing her hand a little tighter as they lay there in silence he eventually asked, “How much longer can we stay here?”

“We have at least three more hours. I didn't expect things to progress so quickly.”

“Oh no? What'd you think was gonna happen when you started tapping my cock with your riding crop?”

With a soft laugh she turned her head to look at him once more, “I didn't say I wasn't blameless.”

“No, I suppose not.” He leaned in and gave her a long, tender kiss. She rolled onto her side to tenderly brush his cheek as she kissed him back with everything she had. When they broke apart he said, “If anything you're entirely to blame for all of it!”

“That's fair.” Glynda replied, her tone far more cheerful than usual. She looked around the classroom for a few seconds before quietly saying, “Perhaps we could try the fantasy you told me about. If you're still interested?”

Lurching upright with an expression of abject joy Noel sprang to his feet and hurried off, eagerly exclaiming, “I'll get the whipped cream and the electrodes!”

His partner scarcely had time to laugh before he'd suddenly returned to wrap her up in another kiss, cupping her face with both hands as he did. They broke apart and he stared deep into her eyes before quietly saying, “You're the most remarkable woman I've ever met.”

She covered his hands with her own and replied, “And you're the most wonderful man I've ever known.” They beamed at one another for a handful of seconds before she said, “Hurry along and collect what you need! Before I reconsider!”

“Right! I'll be back in a second! Don't do anything while I'm gone!” Watching him rush off and laying across her desk the moment he'd vanished Glynda couldn't help but smile as a simple, wonderful joy spread through her.

Comments

pods6827

Excellent work! Even if you haven't ever seen RWBY, I feel like you definitely captured the spirit of what I was looking for

Snizzlefit

That's about the best I could really hope for under the circumstances. I'm glad you liked it regardless of my total lack of knowledge lol

Maskofshame

Almost all RWBY characters are riffs on public domain characters. You were spot on with Glynda being inspired by the Wizard of Oz.

Snizzlefit

Oh good, I probably could've looked that up myself if I wanted to but it's good to have that confirmed all the same lol. Especially when it was something that kept throwing me off when I pictured the character during writing.