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I couldn’t figure it out because his dick at first was soft & the foreskin was all the way over it. But he showed me all about it, told me and demonstrated how it worked, got it hard and then I understood it better and it looked about the same as mine, but bigger since he was already into puberty. He let me play with it, so then it was all good. The other new thing for me was that he had some hair around it. I had caught glimpses of hair on older boys in the public pool locker room, but not up close. That also fascinated me and I wanted some too, but would have to wait a good while. Anyway, looking back I wish he had showed me how to jack off with my hand, because I think he must have known how, but I didn’t know to ask, or maybe he thought I was too young, but I doubt it. We spent a long time playing with our dicks, mostly like I had been doing, except no special games… just flopping our dicks around and keeping hard-ons, and we wrestled around some, naked of course. For us boys. If this happens a third time your underpants will remain off while you complete the rest of the exercises.At this point, Jo Moore opened the double doors to the gym and sheepishly entered the room. I half turned away covering the bulge in my pants but Miss brought the strap down hard across my bum and made me face her.Miss glared at Jo and told her to strip down to her bra and panties. I could see she was about to argue but she saw the look on the teacher’s face and the fact that I was wearing only my underpants and began to remove her blouse. Watching her undress did nothing to ease the bulge in my underpants, especially when her firm breasts pushed against her blouse as she undid the buttons. She turned away from my gaze to remove her tights and my eyes were drawn to her firm bum, panties disappearing between her cheeks. She turned back to face Miss and my cock stiffened - she was gorgeous.I was shaken out of my reverie as Miss explained to Jo that we were to do as she instructed.
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