A/N okay here's another chapter, may not be the one you wanted but I like it. MA, naturally.

The girls came to the front of the class. Lined up across the open space between the desks and Lupin's chalkboard, Hermione was grinning with triumphant. Pansy and Daphne stood next to each other whispering and giggling, Millicent stood there with hands on hips looking unimpressed, Eloise twisted her hands together while blushing.

Remus paced with his arms caught behind him, head down letting the tap-tap of his shoes calm his mind enough to think.

The silence was broken by Hermione, "Awhoo! Awhoo!" Eloïse turned a violent shade of red as the Slytherin girls broke into laughter. The laughing abruptly ended when Lupin grabbed Hermione by the nape of her neck and drug her over to the front wall.

She gasped at the strength squeezing her flesh, his heavy hand pushing her face against the stone. Lupin grabbed her wrists, positioning her hands flat on the wall. Hermione tried to look around, concerned about what the man was about to do, but she was forced to stare ahead by a rough nudge. Lupin stuck one of his feet between her's and kicked her stance open. Remus growled into her ear, "Shut the fuck up and don't move." The vibrations from his voice shook down her body, Hermione felt the release of sticky arousal between her thighs.

Lupin left Hermione where she was, returning his attention to the other girls. "From your actions today, I can assume that Hermione has told the four of you what happened after her behavior in our last class. I am quite disappointed that any of you would tempt fate by continuing her example. Last chance to leave girls, I would recommend doing so." Daphne uttered a low howl, the other girls joining in. "Shame, I thought that you could think for yourself, but I was wrong and we all will suffer the consequences." Remus began winding his way between the girls, breathing their scents, his robes obviously tented with barely repressed sexual urges.

Pansy and Daphne were predictably brazen as he sniffed at their hair and clothes, Pansy going as far as to suck on her finger while Daphne poked her cheek out with her tongue. The two of them were quite artificial smelling. Lupin was overwhelmed with sour apple and raspberry as it entered his system. Millicent smelled better to his wolfen nature, like sweat and stone, she met his eye in a businesslike manner licking her upper lip. Remus moved on to the shyest in the room, Eloise wasn't looking up. Her eyes drinking in the sight of her Professor's tented trousers.

Remus snuffled her neck, dipping down to trail over her uniform, she smelled of soap but under that was musk, a peculiar mixture of skin, sex and pheromones. The mousey brunette's breath hitched when Lupin rested a hand on her waist, she sucked in her bottom lip while the air from his sniffing tickled her skin. Lupin grazed her blazing cheek lightly with his tongue, taking in her taste, a heady mix that reminded him of his past mate. He rested his head on her shoulder, whimpering with the memory.

Light hands gently ran over his shoulders, Eloise removed his robe and began work on his shirt. Pansy came over unbuckling his trousers, Remus growled into Eloise's neck as his erection was exposed to the room. Naked, Lupin's werewolf alter-ego became clear, a thick pelt of hair covered his chest travelling down to his groin where his cock was at full attention. More hair covered his shoulders and back, the room took on a strong smell of dog.

Lupin forced Pansy to her hands and knees, snaking his hands under her skirt to pull down her knickers. Daphne and Millicent watched with large eyes as he plunged hard and fast into their friend. Pansy had daydreamed about this since Tuesday but her fantasies didn't live up to the sensation of being humped so desperately. Lupin's fingers dug into her shoulders keeping her body still as he pounded deeper, his balls knocking into her thighs. Pansy opened her mouth to yell but all that came out was drool and a sustained moan.

Pansy's shirt ripped open, exposing her back. Lupin changed to shorter thrusts, irritating the abused skin at her entrance but not bringing her closer to her own climax. Drops of sweat splashed the exposed flesh as he forced himself to not bite and tear at the skin. Remus let go of Pansy for a second to snatch Eloise to his side. He devoured the nearly forgotten taste on her lips, when she opened her mouth for him to explore, Remus filled Pansy with hot spurts of seed.

Eloise surrendered herself to his crushing arms, giving into to his desire. Pansy slid to the floor, her center throbbing with almost realized release. She wanted to push over the edge even as she tried to hold on to the feeling of being close enough to peek into the chasm.

Lupin broke away from Eloise, leaving her kneeling on the floor with swollen lips. With all the authority a naked man can muster he ordered, "Hermione get on my desk." Hermione's eyes flicked over Pansy who was still laying on the floor, Eloise who was disheveled and yearning for more. She shoved everything off her teacher's desk in a second, hopping up on the edge to lay down with her knees spread wide. "Not so fast." Lupin pushed Hermione's legs together. "The only taste of me you'll get is my leavings. Miss Parkinson needs to be finished off and as a bonus, you'll get to lap up all that jizz inside her."

"You want me to sit on Granger's face?" Pansy's thighs tingled at the thought of Miss Prissy licking her clean.

"I told Hermione I expected her to set a good example for you girls, she didn't and know she has to live with the consequences." Lupin picked Pansy up, pivoting to swing her over his desk settling the Slytherin's legs on either side of Hermione's face. Fluid dripped on the Gryffindor's chin, invading her nose with Lupin's scent, intoxicating Hermione until she began to lick the sensitive pink skin. Pansy panted as she was explored, her nerves responding to the girl's swirling hungry tongue. Hermione poked inside, urging the salty cum into her mouth. When she couldn't reach any more, she trapped the engorged nub of nerves between her lips, teasing the sensitive bundle until Pansy's own juices mixed with those of their teacher. Hermione nibbled and sucked at the girl above her. Pansy fell off-balance, catching herself on the desk as her muscles clenched painfully for a second before releasing a flood of girly juices, splashing Hermione's skin, dribbling into her hair as Pansy collapsed against her.

Remus lifted the limp girl off the desk, laying her back on the floor. Hermione wiped her hand over her face, sucking the surprisingly delicious liquid off her fingers.

"No rest for the wicked, Miss Granger." Remus placed Daphne on the desk, replaying the punishment with the girl he had just finished with. Hermione attacked the new flesh with vigor, now knowing exactly how to get what she wanted from the blonde lined folds.

Remus listened to Daphne's moans as Millicent knelt before him. Millie's hand worked with the confidence of a girl who knew how to treat a cock. Pumping his shaft, reawaking the muscle as she tickled his balls with her other hand. Her wide tongue traced along his head, teasing his hole before taking him deeply into her mouth. Her strong lips creating a tight vacuum as she coaxed his penis back to full strength. Massaging the veiny muscle with her tongue, Millie hummed when he slid down her relaxed throat.

Daphne's moans changed into a swearing tirade, her filthy mouth giving voice to the sensations between her thighs. She was still cursing when Remus pushed Millicent away, jerking his head toward Hermione and the desk. Millie helped Daphne down before taking her turn on Hermione's face. Hermione didn' even mind that Lupin's jizz wasn't part of the flavoring as she nibbled the ready flesh.

Remus turned to Eloise, his manhood heavy and ready between his legs. Advancing toward him, Eloise unbuttoned her blouse giving his strong hands access to her ample breasts. When she was younger the boys made fun of her weight and never noticed when it shifted a few years ago. Now her breasts heaved as the man attempted to lick every inch of her chest.

Lupin felt the wolf rise again but he was determined not to take Eloise like he had the others. Not on the floor and he wanted to see her face as he worked to give her pleasure. She hooked her leg over his exposed hip, letting his cock press against her center. Remus captured her mouth again as he picked her up, his warm hands gripping the soft flesh of her ass as he pushed into her center. Eloise bit his bottom lip, hissing into his mouth as she stretched around him.

When her teeth release his lip, he began to move deeper into the girl, watching as she weathered the pain pressed into his chest hair until she relaxed around him. Remus walked them over to the wall, Eloise kissing him as her back hit the stone. She felt and smelled so much like his Dora it was like time had reversed as he thrust into the willing girl.

She squeezed her hand between their bodies, flicking at her clit. Eloise prodded the pea-sized bump, slicking her fingers with the secretions that coated her lover's shaft. She opened her mouth to let him inside, letting him thrust into both of her openings. Her fingers raked through the think hair on his chest releasing the his odor wanting it to sink into her skin. Her clit throbbed from her teasing, she rolled it between her thumb and ring finger. Turning her head to the side she bit into Lupin's shoulder as she came.

Lupin filled her with his seed seconds later, gasping into the crook between her neck and shoulder. Steadying himself before pulling out to let Eloise's legs down, holding on to her waist until she gained her feet.

Remus, finally satiated looked around to see the other girls idly gazing at their performance. Millicent was sucking on Hermione's nipple, licking the nub while the girl stroked her hair. Pansy and Daphne curled around each other basking in afterglow. Lupin took up his discarded robes and wiped the sweat from his body, coughing to clear out his system. Lupin, the man behind the monster, realized just how far this had gone but his anxiety melted away as Eloise's hands caressed his waist.

Breathing slowly to calm himself he dismissed the others, "Okay girls, I'll see you Tuesday for class."

Eloise peeked over his shoulder to add, "And only class." Lupin leaned back into her arms feeling very much at home.