Tuition Time Ch. 03

I felt his hands in my hair as I started to run my mouth up and down on his slippery pole. His fingers twisted in my hair ever tighter as I swallowed him in as far as I could. He was the first that I could not take his full length. His cock felt as if it still was growing in my mouth as I knew he was getting close cumming. I started bobbing my head faster. A part of me wanted to slow down and savor these moments, the sensations, and the scrumptious delight. For those few moments however, I also finally forgot he was a former student of mine or even how young a man he really was. I just savored the taste of his pre-cum and was so hungry for more.

I slid back up his length some to give myself room to use my tongue. I nearly went into a frenzy licking at his tiny little hole, trying to coax his cum into my mouth.

*****

Leaning over me, lowering her face over my manhood, her long auburn hair dangled across my stomach. She began stroking my cock gently, tugging on it tightly.

I wanted this to last, try to let the intense feeling subside and this pleasure continue, but as much as I strained to hold back I was quickly losing the battle and I felt the load of cum push up my shaft. I closed my eyes and twisted my fingers through that lovely soft hair. As her head bobbed up and down my full length, my hips involuntarily thrust up into her waiting, sucking mouth. I had not only begun to lose the battle of control, but I was losing the entire war to this lovely and talented woman as the fireworks started going off in my head. When I felt her pull up and her tongue lashed at my cockhead I felt the first blast rise up and out.

"Oh Reese!" I finally yelled. "I'm cumming. I'm cumming."

I exploded into her mouth fully expecting her to release me. But she held me within the wide 'O' of her lips and she let me watch as my thick globs of cum shot in deep. She appeared to try her hardest to swallow it all, but failed that skirmish. She let the excess drip languidly out of her mouth and back down over my hardness throbbing just under her lips.

Finally after she knew I was done, she looked up at me and I gazed in silence into those deep, enchanting hazel eyes. She had the most surprised look on her face. She looked absolutely stunned. All over her mouth, chin and one cheek was freshly shot cum. It was a beautiful sight. A sight I never had even envisioned in my fantasies but ever so clearly was displayed before me now.

*****

Without hesitation I began bobbing vigorously down over his shaft. Feeling the swell of him between my lips was fantastic. I felt so like a woman. It was right then that I remembered how much I enjoyed giving a man pleasure. Now I was sharing in that pleasure as I worked his cock from base to head.

Seconds later, he let out loud groan and thrust his hips upwards.

"Oh Reese," he cried out, "I'm cumming!" He screamed and then with my mouth forming a big 'O' just an inch from the tip of his engorged cock, I felt his first hot rocket ricochet off the roof of my mouth and splash against my tonsils.

With that his cum just seemed to pour into my mouth. It just kept coming. I tried to swallow it all but it was coming in too thick and fast to get down. Maybe because I hadn't had a man's cock in my mouth for a few years, my reactions had slowed, as the lighter side of my brain thought for a split second. But my eyes widened with surprise at how fast my mouth was filling with the sticky, thick man-cum. With the force and volume of his shooting it began to flood back down over his huge pole. It was an incredible sight and feeling. His hot cum ran over my hands and I felt the pleasure of his heated climax radiate through my own body.

Finally I released him and let his cock slip from my lips and fingers. I lifted my head and gave David a huge, messy smile as I felt his cum run over my chin and down my neck.

"Oh, I loved that!" I heard my voice squeal as if I was a college coed again. Then my fingers rubbed his sticky cum from my lips. I could now not only feel David's cum still trickling down my neck but the beads of my own sweat rolling off my brow, down my face and to mingle with his cum until it settled into my not so generous cleavage within my bra.

Before I knew what I was doing I stood at the end of my bed and stood between David's long and very muscular legs, his jeans crumpled down at his ankles. David lay back, resting on his forearms watching me.

*****

I couldn't believe how indeed out of breath I was at that moment. I knew I was in good shape. I ran five miles a day and worked out in the weight room and on the wrestling mat for another two hours a day. But still, I was breathing hard. This wonderful woman had just given me a workout I could not have experienced alone.

As I lay back trying to calm down, I watched as Ms. Mathews stood up before me at the end of the bed. I watched as she bit her lip and finished undoing the buttons of her blouse. She quickly shrugged the blouse off her shoulders. She was wearing a thin black bra. She looked me in the eye as she reached down for her skirt. As I looked back up into her eyes I was met with a look back into mine that I could only describe as determined and almost fiery. I heard the zipper of her skirt next and looked down quickly enough to see it drop to the floor. Ms. Mathews now stood before me wearing no more than a black bra and pair of black panties.

I froze in time for just that moment. I realized I had never pictured Ms. Mathews in black underwear in any of my masturbatory fantasies in all these years. She had always worn white; white lace, white cotton, and white sexy see-through, but never any other color. Here she was before me now, in person, and wearing what was the sexiest underwear I could have ever imagined.

Why not? After all these years, it was just me and Ms. Mathews. Not in her classroom and not in her usual blouse and skirt. Gone were all her other students. I was alone with my former teacher, a forty year old woman as in shape now as I remembered her several years ago. My teacher stood in the bedroom with me, wearing nothing but bra and panties.

She stood there, irresistible, and looking at me with a nervous excitement in her eyes. I looked at her with pure adoration in my eyes.

Then I blinked and saw her bra was suddenly loose. I realized that she had undone the clasp in front. She lowered the bra just enough to expose the tops of her areolas. Her breasts may have been small, but they were firm and perfectly shaped. Then, slowly, she lowered the bra down past her nipples. I thought I might choke as I swallowed hard as I looked at this perfection. They were so delicious, so perky, large, and pink sticking straight out like large pencil erasers. I know that seems so much of a cliché, as much as I've heard that phrase before I had never seen personally that I could relate such a comment to. However, this woman's nipples were indeed the largest I had ever seen whether for real or in a movie or magazine. They were incredibly huge. And they pointed directly at me.

Ms. Mathews stood before me just in her panties.

I closed my eyes and saw her again, this time I saw Ms. Mathews standing in front of her desk back in class. She was smiling at me, her glasses slightly down her nose like they used to be, adding to how sexy she already looked.

Time stood still. The teacher of my ultimate desire now stood between my outstretched legs at the edge of her very own bed. I was lying in my dream woman's bed!

I opened my eyes this time to see her turn around and slide her thumbs into the waistband of her black lacy panties. I saw her take a deep breath before she bent over and slid her panties off her bottom, down her thighs, and to her ankles. She pulled them off and tossed them on the edge of the bed.

Oh, how many times had I recalled how she had done that very thing in class? How she would bend over in front of me, all of us, in class? In my long-held fantasy it was just for me. Tonight it really was just for me.

I also recalled how often I had wondered what she would look like naked. As she slowly turned back around her hands crossed in front of her womanhood. Now here she was essentially naked in front of me. It was only a matter of her dropping her hands and I would see everything I had only fantasized about for so many years.

Ms. Mathews was so beautiful.

*****

Here I stood naked in front of David Smalley, a former eight grader, former geeky student of mine. Only tonight he was not in eighth grade and he was far from geeky, what with his pants down and his very manly cum and saliva, my saliva, smeared cock still only half deflated from my successful sucking moments ago, much of that cum still dripping from my chin. This was David Smalley, the college senior and wrestler, with a body that any woman of any age would adore. Tonight though he was mine, he was my well endowed lover, far from the namesake of his surname in that department.

But could I bare all to him? I stood before my young lover, my hands crossed down in front of my womanhood. Was I ready to expose my finally private vestiges to him. I knew that I would, but there was one last moment of hesitation. I licked my lips once more, tasting the saltiness of his cum and at the same time the sweetness of his kiss he had given me with such surprise.

My mind raced. My breasts, I just knew he'd be disappointed with mine after seeing all those fully endowed women tonight. I glanced down to see that my nipples were at full attention though. Maybe he was a nipple kind of guy. He actually seemed to be staring hard in their direction at that moment and the grin on his face was telling.

But, then, without another thought, I pulled my hands away to reveal the most intimate part of myself.

His eyes widened and his lips parted. I could swear I saw the tip of his pink tongue extend to the very opening of his mouth. That simple response made my knees give just a little. "Oh, Ms. Mathews, you are the most beautiful woman I have ever seen," he breathed his response, his eyes all over my nude body. "I've fantasized for so long seeing it, seeing you like this with my own eyes."

I resisted the immediate thought of wanting to cover myself again. Standing naked before this young man, a former student, was more of a rush than I could have ever imagined. Even though I had seen him naked tonight already, nothing prepared me for what I felt inside as I looked upon him. David was in my very own bedroom!

"You're really enjoying this, aren't you" I said with a slight nervous chuckle.

"You're not embarrassed are you?" He offered.

"Maybe not embarrassed as much as still nervous about all this."

"Please, don't be nervous," he told me as he sat up and my body tensed as his hand reached up to touch my bare skin.

I sucked in a deep breath and held it for what seemed like minutes. Then with his hand on my hip and my eyes still closed I think I whispered, "Then call me Reese. Please call me Reese and make me feel so good."

*****

I stood and ran my hands up her body. My fingers touched her bare skin. It felt almost electric. She shivered and closed her eyes as I came upon the bottom of her breasts with my thumbs.

I felt them. I looked at them. Her breasts were perfect. They both were so firm and so soft at the same time. As I ran my fingers up around each small globe I noticed her skin was so smooth. I wondered though if my rough hands made her uncomfortable though.

It was if she heard me silently ask as she leaned into me and jutted her chest up firmly into my grasp. My big hands wrapped around each wonderfully proportioned breast and I gave them a gentle squeeze. This time she let out breathy moan.

Her eyes remained closed. "Would you please take care of them for me, please?" she asked softly.

When I let my fingers reach around to oblige her, they came upon my remnants of cum that had trailed down between her breasts.

I hesitated.

*****

As I felt David's fingers close around my breasts, I closed my eyes and held my breath. Then I felt him hesitate. I opened my eyes and saw he was looking down at my chest with a slightly surprised look. I then looked down and saw what he was staring at. His fingers had touched his cum that had drooled down my cleavage.

I was a mess. A purely happy mess, but something that appeared to cause David pause though.

I needed to wipe myself off, but I didn't want to leave my young lover's side to go to the bathroom for a towel. I looked down and saw my pair of black panties lay next to his leg. I picked them up and as he sat back and watched still breathing hard, I wrapped the soft panties gently around his softened cock and wiped the leftover cum and my saliva off him. Then I smiled as I wiped his cum from my chin, face and down my neck where it had run. I stared into his dreamy eyes as I dropped my wet and sticky underwear to the floor in a crumple at the foot of my bed.

Our eyes met once again and he smiled. I smiled back and put my hand to the back of his head.

"Now, take care of them for me, please, lover." I offered myself to him again. *****

My eyes never left her face until just before I lowered my head and for the first time my lips tasted what I had only fantasized about for so many years. I had so many exciting thoughts of taking her breasts to my mouth, letting my lips play upon her skin and her nipples. At once, my mouth engulfed one erect, large and real nipple.

She groaned softly and stroked my hair.

"Ohh," she purred as my lips drew it in and then my teeth nibbled at it gently. She gave a long sigh as I took the nipple into my mouth and sucked it gently.

*****

Oh my God! He made me shiver from head to toe. My nipples were so sensitive when I got excited; tonight though I felt them getting as taut as they had ever been in the wet warmth of a mouth. He may have been my student just over seven years ago, but he had obviously since learned how to drive a woman to ecstasy. His teeth and lips worked at me until I felt moist and tingly all over.

I reached up and ran my hands through his short hair. I knew I needed to steady myself as much as I needed to bring him still closer to me. I wanted this young man, but I was still hesitant as a former teacher and woman that had not any man for too long now.

I heard myself moan though, as he nibbled at my right nipple and felt his large hand press to my bare belly, "Ohh." I was losing the battle with reason.

*****

I put my hand between down upon her stomach and spread my fingers. Her skin seemed warmer each time and each different place I touched her. I inched my hand lower until I finally felt just a small thin patch of pubic hair with my pinkie finger. My dream, my teacher made no move to stop me. Many times in my fantasy she would protest at least a little. Tonight however she actually eased her legs open for me, letting me continue with my homework assignment. My littlest finger curled down further and I found myself rubbing into her generously moist lips.

As I turned my palm fully around and all my fingers cupped her sex, one finger quickly found her clitoris. I rubbed gently over it.

*****

David's mouth on my nipples was enough to drive me crazy, but when his hand went to my sex I knew I would lose it. I felt him ease over my neatly trimmed pubes. I felt him hesitate there a moment. I wondered if he had ever experienced a woman with a thin 'landing strip' cut down below. MacKenzie had introduced it to me as something she used to have and enjoyed. She shaved me the first time like this. I've kept myself trimmed neatly ever since. I hoped he liked it, too. Hopefully he'd make a nice 'landing' with his face and tongue soon. This was so good. But it was almost too good. My body was racing to orgasm faster than my mind wanted it to happen. I wanted to enjoy being with David. I wanted to enjoy having him pleasure my body.

"Wait!" I finally yelled and pushed him away.

"What? Is something wrong? Did I do something wrong?" David asked with a strained look on his face.

I flashed back to the classroom. David was raising his hand in my mind as if to ask a question. He was always very respectful. He was polite when he answered my questions. He was so intelligent and mature for his age back then. He was also there long after 7th period was over on many days. Had he had that big a crush on me?

Only now I knew we were in my bedroom and knew from his first kiss and this initial foray over my body he was about to teach me something. I hoped to my core it had something to do with making me feel young and alive again.

"No, no, you are wonderful," I had to choke out the words, "I want us to enjoy this more. I want you in bed with me."

I grabbed his hand and I know I practically dragged him to the side of my bed.

He stood and as I pulled back the comforter and threw it down to the foot of the bed. I crawled up and lay my naked body back into the cool sheets.

*****

She only let go of my hand so she could lie back onto her mint green sheets. Her lithe nude body seemed to settle into the bed, but her look into my eyes displayed the energy her body must have really been feeling. I watched as her hands touched her breasts and then smooth down the length of her body, as if undressing herself once again for me. Her hands paused on her thighs and as she looked up at me her right hand slid up to where her fingertips rested at the neatly trimmed patch at the crest of her crotch. She spread her legs slightly and ran one finger down between her legs. I looked back up into her face and she knew from the look on mine she was driving me wild.

What I watched next was something I had never even dreamed of in any of my hundreds of fantasies of Ms. Mathews.

She put two of her fingers in her mouth and ran her tongue over them, bathing them with her saliva. She pulled them out, glistening now, and ran them down her belly and over the hood of her clitoris. She pulled that pink flesh back with one finger and with the pad of the other gave it a few light taps. Finally she settled into a lazy little twirl and flick of that engorged almost now reddish bud.

This was the first time I had ever seen a woman do anything like that. I had seen girls rub themselves down there, but not so blatantly play with their clit like Ms. Mathews was now. As she touched herself there I could see her body react. She continued to run her fingers over it.

"Come here," she said. "It needs a little kiss. Come and give me a little loving down here, David."

She parted her legs even farther, pulling her knees up some and I could see her finger slip beyond the moist, bare opening of her pussy lips.

My fingers went to her charm, and as they did I swear they shook so hard. My fantasy-cum-true was going to still another level.

My hand rubbed down over the smooth texture of her nearly hairless sex. I took my time, feeling the heat from her skin burn into my palm. My fingers followed along the crease at her leg and pelvis. My fingernails slowly trailed down between her legs and she shivered slightly. From that reaction I hoped it must be something she liked.

Holding my fingertip still, I could feel her pulse. It throbbed through her moistness into my senses. I began to move my finger in time with her heartbeat, barely brushing against her clitoris.

Her breathing became shallow and faster as she closed her eyes. The liquid in her pussy felt like liquid fire as I continued to rub faster and harder.

*****

David's fingers were driving me wild, but I was so selfish and wanted still more direct attention. David did not disappoint as he crawled onto my bed and knelt between my legs. He was inches from where he was touching me with his fingers and where I wanted him to be. I could feel his warm skin touching my legs and it radiated up into my sex. Then I watched as he stared directly into my swollen pink lips as he licked his own.