The Teacher



The Teacher


It was an early spring day in Maine. Ms. Malone, my English teacher, had just completed her lecture on contemporary American literature. Throughout her talk, all I could see were her boobs bouncing up and down inside her blouse. I tried, but failed, to decide whether they were enclosed in a bra or not. Sometimes they appeared to act independently, other times they appeared to work in tandem. The indecision did not really matter - regardless of what contained them, they looked great from my seat. Every move she made added to my growing imagination of what I would like to do to her. Not only her tits, but her ass - how it flowed beneath her dress. And that slight hump just above her crotch, promising delights beyond my imagination if only they would all be exposed. But I was only 15, and she must have been 27. There would never be such a chance.

The period bell ended my imagination. Class was over, and another day ended. Scrambling to pull myself back to reality, I knocked over the books on my desk. By the time I had picked them all up, I was the last to leave the classroom. Ms. Malone, looking at me in a strange manner, drifted over to my desk.

"I noticed how engrossed you were in my lecture today, Steve", she said. "Mind sharing with me what was so fascinating?" As she said this, she seated her self lightly on the top of the desk next to mine. There was just the hint of a smile on her lips as she waited for my answer.

I didn't have a clue as to what she was talking about during class. All of my attention had been on her body, taking in every move and greedily soaking up every hint of the body under her dress.

"It was the, aw, the great way in which you presented today's material", I stammered. "Your presentation, your organization of the study material just bowled me over".

"You sure it wasn't something else? All semester I've noticed how much attention you pay to my lectures, yet you barely pass your tests. And today, well, today I was sure something else was on your mind". As she said this, her hand moved her dress upward, dragging its edge just over her knee and revealing a little of her lower thigh. "Are you sure that something else wasn't on your mind, like this?"

With that statement, her hand moved upward very quickly, lifting her dress clear off her legs and revealing a glimpse of her entire leg, all the way up to her panties. As quickly as she had lifted her dress, she dropped it back again.

I could feel my face flush over with excitement and embarrassment. Here was what I had been dreaming about, happening right in the classroom! "Well, ugh, I guess you sort of found out about my secret. I was watching your body, not listening to your lecture".

Ms. Malone smiled. I noticed that her face had a curious glow about it, as if she, too, had been thinking about something.

"What about my body were you watching so closely that you could not remember my lecture ", she teasingly asked.

"Well, to be honest, all of you. Your boobs, your ass, everything. I'd watch your movements, and think about what you looked like if you were undressed. I concentrated so much on your body that I can't remember a thing that you talked about in your lecture", I blurted.

Not knowing what else to say but the truth, I continued. "As you would walk, or move your arms, I could see your dress stretch against one part of your body, then another. Each time some new part of your body would be exposed, and that would even more to my daydreams".

"Stay right where you are!", she said sharply. "I think you need a lesson in manners, young man". With that said, she got up, walked straight to the door, locked it and pulled down the shade.

Walking back to the middle of the room and stopping where she normally would give her lectures, she turned and looked me straight in the face. "Come up here, sit in the first seat right in front of me", she commanded.

I quickly moved to the front desk and sat down. What else could I do? I knew that I'd said enough to get me into a lot of trouble.

"Ms. Malone, I didn't mean to get you angry! You asked me what I was thinking about, and I told you! Please, if you won't say anything to anyone about this, I promise not to stare anymore".

"This has gotten far out of hand, young man. It cannot go on any longer. We're both going to work this out now, today. When I get through with you, you'll not fantasize any longer!". With that, she moved closer to my desk.

"I think it's about time that you were taught a few lessons in life. And I'm going to teach you". She lifted one leg and placed her foot on the top of my desk. She pulled her skirt back, almost to her waist, exposing again her leg all the way up to her panties.

"These", she said, as her hands lightly moved over her leg, "are nylons. They are held up by this, a garter belt. Now - watch closely - they are removed first by undoing this clip. Then you gently roll the tops down, like this, until they are down around the knee. At that point, you grasp the rolled top in both hands and pull the nylon off, like this." Deftly, she removed the nylon from the rest of her leg, leaving it dangling over her shoe.

"Please, take my shoe off and remove the nylon from my foot," she commanded. I did exactly what she requested. My heart was throbbing so hard, I thought it would explode. This was the first time I had ever seen a woman remove her nylons in person. And it excited me, all over. I could feel my dick starting to swell and put pressure on my pants.

She switched legs, exposing the leg with the remaining nylon on it. "Now, let's see if you learned your lesson. I want you to remove this nylon from my leg without tearing it".

I stretched over and took hold of her garter belt. My hands were so shaky that I had a hard time taking hold of the clasp on the garter belt. When my fingers touched her thigh, all I could feel was the silky smoothness of her leg. She placed her hand gently on top of mine and said, "Easy now, don't get nervous. Just take your time. We have all night. Remember, be gentle and don't put a run in the nylon".

I finally released the nylon from the garter belt, rolled it exactly as she had demonstrated, then pulled it down her leg. My hands tingled every time they touched her leg. I took her other shoe off, and removed the second nylon completely.

"That was excellent!", she exclaimed. "You've earned yourself some extra credit." With that, she moved over to the side of my desk, turning so her back was to me and undoing her belt on her waist. Bending down slightly, she directed me in my next task.

"Now, take the zipper and pull it down to my waist". I did as she asked. Turning back to me, she next told me, "Stand up and put your arms around me. Take the tops of my dress, and slide them off my shoulders".

I stood up and put my arms around her. As I did that, I could feel her tits dig lightly into my chest. Did they feel good! I pulled the dress off her shoulders and held it as she removed her arms from the dress.

"Pull the dress down over my hips, then let it fall to the floor", was my next instruction. I did it exactly as described, and was rewarded with a full frontal view of her bra, tummy and panties. My gauze locked onto her boobs, switching from one to the other. I took in every detail, from the full shape of her boobs which were just barely contained by the cups on her bra to the two tits trying so hard to stick out through the shear material encasing them. I moved my eyes downward, glancing at her smooth, flat tummy, and noticing the little white hairs, just barely visible, which ever so lightly covered her stomach around her navel.

I stopped the downward movement of my stare when I reached her panties. More specifically, when I got to her crotch. I could see her cunt hair pushing up against the very thin panty material, curly and dark. On both sides of her panties, close to the tip of her clit, I saw that several black hairs had escaped the elastic of the panties, and were exposed directly to my view.

Before I could look anymore, she stepped out of her dress. As her legs moved, I watched in extreme fascination as her panties rubbed against her crotch, and noticed that, right between her legs, there was a wet spot which seemed to grow as I watched. My own love tool was now throbbing against my pants.

Turning back to me, she continued the lesson. "Now, it's your turn to get comfortable. I want you to stand up, face me, and take off only your shirt and trousers". More willingly than before, I quickly complied with her request. Since I never wore undershirts, I was left standing there in front of her dressed only in my shorts.

"My, what have we got growing there?" she asked as she stared at my large cock. "Do you know why it is so big? I'll tell you. It's because it's getting ready to explore a little tunnel. You'll soon find out, but not just yet!". With that, she motioned that I should sit down again.

"Now these, as you probably know, are called breasts. And this", as she fingered her bra, "is called a bra. Many women have to wear one to keep their boobs from hanging down and not looking sexy. I only wear one to prevent my tits from being revealed by blouse all day long. You see, I don't really need the bra to support my boobs - they hold up well without one". With that statement, she removed her bra. Sure enough, her boobs stood straight out without it!

Bending forward again, so her tits were right in front of my face, she added another wrinkle to my lesson. "Open your mouth, and, gently, take one of my tits into it, and suck on it".

I did, following her instructions completely. Unconsciously, my hands went to her boob, circled it, and pushed it deeper into my mouth. Without any additional instructions, I licked and nibbled her tit. I could feel it swell even further in my mouth as I played with it.

Ms. Malone leaned into my face, increasing the pressure on her boob as I squeezed harder. I noticed that she was now breathing rather deeply, and that there was a slight quiver in her body.

"Now, the other one. Switch to the other one - quickly!", she said, in a husky voice. I repeated my actions on her other tit, and again felt it swell in my mouth as I played with it.

Her arms, which had been resting on my shoulders, started to push downwards, forcing my mouth off her tits and down her stomach. As I approached her panties, my nose detected a faint, earthly aroma. It was coming from her cunt. As I got closer, the smell increased. It was the most stimulating smell I ever had sniffed.

Her hands left my shoulders, grabbed the tops of her panties and garter belt, and pulled them off. All of the sudden, there was nothing separating her cunt from my mouth except air! I was staring straight at her bare cunt.

She thrust her hips towards my face, forcing me to accept her cunt into my mouth. Remembering what I had done to her tits, I started kissing her cunt hairs. Soon, my tongue found that little bump of flesh located right at the front of her cunt. I started to stroke it with my tongue.

"That ... that is my clit," she gasped, "it is one of the two pleasure keys on a female. Suck it harder ... harder!", she cried, as she spread her legs wider to let me get a better angle.

As I kissed her clit, I could feel that she was wet all over her legs. I stopped briefly to taste this fluid, and fought that it tasted very sweet. I licked it from her thighs, and followed it upward until again my tongue was centered on her clit. This movement elicited a more audible groan from her.

"Take your finger, move it next to your mouth, and, sliding it along my crack, find my cunt-hole", she exclaimed in a really husky voice. "Then stick it into my love hole while you continue to tongue my clit", she exclaimed in a voice nearly choking with desire.

I found her love hole. Sticking my finger into it, I suddenly realized that this was the source of those sweet tasting love juices. But, before I could explore that fact further, Ms. Malone started to move her whole lower body against my face. Her stomach muscles started to contract, then expand, as she seemed to try and swallow my finger with her cunt. Her hips swayed back and forth, pushing her cunt against my finger and her clit against my tongue.

"Move your finger in and out slowly", she told me. As I did so, I realized that her body movements became synchronized to my finger movements. The faster I moved my finger, the faster her body responded.

By now, her breathing had become very audible. In fact, she was panting as if she had just completed a long run. I tried to stop and pull my face away from her love mound, but she pushed it right back, so I continued to finger her love hole and lick her clit, doing it harder and faster all the time. Her breathing now was a rasping intake of air. Her body was jerking around so much that I wondered how she could remain standing.

"This, T H I S, is a woman CCCC UUU MMM III NNN GGG!", she yelled, as her body jerked violently up and down in front of my face. I suddenly felt my hand becoming drenched in her love juices, as they nearly squirted from her hole. I tried to suck it all up, but she moved too wildly for me to follow with my mouth. Her inner thighs became drenched with that great tasting wetness. I licked that sweetness from her thighs and her cunt as best I could once she slowed down.

My ministrations to her thighs seemed to work. After a few moments, she calmed down. I could feel a keen sweat on her body, especially the small of her back. She pushed me back from her, still shaking noticeably.

"I think that you may just pass this exam", she said, still breathing heavy. "But there is one section left for you to complete". Taking my hand in hers, she pulled me up from the desk, so that the two of us faced each other.

She started to squat, letting her hands flow down my back, stopping briefly at the elastic band of my shorts just to get a firm hold on them, then continuing down my legs, dragging my underwear with them and exposing my cock.

"This", she said, staring at my erect cock "looks like something I must examine closely".

And examine closely she did, taking it in her mouth, licking the tip of my cock with her tongue. I could feel my dick, which I thought was as big as I'd ever felt, get even larger and harder. The harder it got, the more she tried to stuff in it her mouth.

My hips started to move with her mouth, and gradually I shoved my huge prick deeper and deeper into her mouth. I couldn't believe it, but she was able to get nearly all of it in. Her lips contracted around my shaft, and exerted more pleasurable force around it than I had ever been able to do when I jacked myself off.

Simultaneously, her tongue continued to work on my tip, getting me very excited. I could feel the pressure growing, and swore that my balls got larger the longer she sucked me. I knew that I could not hold on much longer, and tried to get my cock out of her mouth before I exploded.

But try as I might, she wouldn't let me withdraw. In fact, her hands circled my hips and forced me all the way into her mouth. I couldn't hold it any longer.

I exploded into her mouth, feeling my sperm shoot out in spurts. I could feel her sucking even harder, draining every drop out of my cock. I couldn't do anything, and let it just flow out, drowning her in my cum.

When she felt there was nothing left, she slowly withdrew my cock from her mouth, dragging her lips over my shaft, then my cock head, and finally licking the very tip of my cock with her tongue as she completely withdrew it.

She stayed down for a few seconds longer, waiting and watching my dick. As it started to shrink, and little more cum started to drip out. She quickly licked it away with her tongue.

Finally, when I was again limp and small, she got up, hugged and kissed me, and whispered, "You are a good student. I think you'll pass this exam."

With that, she released me. As she dressed herself, I picked up my clothes and put them back on.

Just before I left the room, she turned to me and said, "You'd better start paying attention in class. If you don't, then I'll have to keep you after school again, and again, and again, until you pass the final exam".

I wondered what she meant...

Ever since her after-school "tutoring" session, I had been trying to really understand her subject. It wasn't easy, because my distractions, while somewhat less than they were before, still prevented me from really listening to her lectures. Those distractions could be easily contacted on one hand - her two boobs, her great ass, her beautiful face, and her cunt. I still daydreamed all the time, except now it had the added detail of real, live experience.

We had a test yesterday, the first since our encounter in the classroom, and the exam results were being handed out. Ms. Malone was walking up and down each isle, handing the graded exams back to each pupil. Today, her ensemble included a red skirt that hugged her waist and hips, then flared out in pleats to stop just below her knees. She also wore a white blouse that hung loosely on her torso but failed to stop one from seeing the outline of her bra.

As she walked around the room, I could see her hips swaying under her dress, stretching the fabric first one way then the other. When she walked towards me, the faintest suggestion of the outline of her crotch was there in my mind. I wondered if she was wearing a garter belt again. And of course, her boobs moved from side to side and up and down under her blouse, reminding me of what they looked like when she had removed her blouse for me in the empty classroom. Oh boy - it sure was going to be another day of glorious dreaming!

"Well, Steve, it looks like you did not do so well on this exam", she said from slightly behind my desk. She had come up my aisle while I had drifted into my memory of our night after school. "Your grade did not improve from the last exam."

I was disappointed to hear it, since I had really studied the night before. But I guess studying at home was no substitute for not paying attention to her lectures.

Leaning over my desk slightly, she continued, in a whisper only heard by me, "I think that you need some additional special instructions. But this time, to avoid any possible distractions, you'd better come to my home. My address is on the back of your exam. Be there at 6 PM tonight."

That being said, she moved off to deliver the rest of the exams to the class. Remembering our show and tell the last time, my cock had already hardened and was pressing against my pants. I guess it was visible to others, because I heard Jane, the girl seated next to me, giggling quietly. When I turned my head just slightly, I saw she was pointing to my cock and whispering to her friend next to her.

Really embarrassed now, I turned and faced the front of the classroom, trying to think of anything that would cause my cock to retract until later. The rest of the class was boring, what with the test result, Jane's comments, and Ms. Malone's edict. It felt like the time would never pass. Finally, the bell rung, and class was dismissed.

I was about to leave when Ms. Malone called my name out. "Steve, please come over to my desk for a moment." I went, not knowing what she was going to say. Would she cancel out the special training? Maybe she had remembered another engagement for the evening. I walked over slowly, with more than a little trembling in my legs. I hadn't realized how much her offer to help me meant until just then, when I thought that she might cancel it.

"I just realized that you live over on the other side of town from my place. Rather than you taking a bus, why not wait around for me? I'll only be a few more minutes, and then I can drive you to my place. It will be faster, and we can get more teaching in before you have to go home."

Her offer sounded good, almost too good to be true. "Sure, that's fine by me. Shall I meet you in the teacher's parking lot?" I asked.

"Meet me there in fifteen minutes - I'll be finished here by then."

I nodded agreement and left the room, now walking on air. It would happen again - she was going to tutor me in another lesson!

Fifteen minutes later, she appeared at her car. I had been walking around the parking lot, killing time, until I saw her. I quickly walked up to her car.

Ms. Malone said, in a voice that had just the hint of anti- cipation in it, "Get in the car quickly, before anyone sees you. I don't want it to be common knowledge that I'm providing you with special tutoring."

I guessed that there might be more behind that excuse for urgency than her concerns over others thinking that she was tutoring me, but I didn't let that thought get in my way. Once in the car, my vision shifted to her dress. I noticed how it rode up her legs every time she shifted gears. It finally settled comfortably about two inches up her leg.

Looking at her legs, I realized that they were nearly perfectly formed. I'd never before understood how much a well-formed leg could turn me on. And the pressure that was starting to build in my pants was proof enough that they were a turn-on!

"Well, what subject matter do you think we should cover tonight?" she asked.

"I guess you'd know better than me, Ms. Malone. I follow whatever teaching plan you have in mind", I responded meekly. As you might guess, I was not the aggressive type.

"Ok, but first, when we are not in school, my name is Sandy, not Ms. Malone. I'd much prefer you call me by that." With that said, she quickly down-shifted, gunned the car, and smoothly merged onto the parkway, heading south.

The rapid movement of her legs caused her skirt to climb further up her legs, revealing now nearly half of her thighs to me.

"You still stare at my legs, don't you?" she jokingly asked. "Can you wait until we get to my house, or should I start our lesson right now?"

"Uh, well, if you start now, wouldn't I learn more than just waiting till we get to your place?" I was starting to learn to be a little more aggressive. Maybe that was what she was trying to teach me.

With that, she took her hand from the shift lever and gradually pulled her skirt up until all of her legs were showing. I could see her panties lurking there in the shadow between her thighs. Pressure was definitely growing in my pants, as my cock strained to be free. But I noticed that there was no garter belt holding her nylons up. In fact, I could not see where her nylons ended.

Seemingly reading my mind, she explained. "I'm wearing pantyhose today, with my panties on over the hose. This way, I don't have to wear a garter to keep the nylons up. They are attached to the top of pantyhose and stay up by themselves."

I said nothing more until we reached her house. I had all I could do to absorb that great view of her legs.

Once in her house, she directed me to go into the living room. She followed, and stood in the middle of room while indicating with her hands that I should sit on the couch.

"I want you to watch closely as I take my clothes off. This is not only for your enjoyment, but an art in itself." With that, she put on some music, and started to dance slowly, removing her clothes one by one while keeping rythmn to the music. It was a great strip-tease, leaving me with a pounding heart and a very stiff erection.

"Ms. Malone, ah, Sandy, my pants are hurting me. Is it OK if I take them off?" I asked.

She laughed. "That is the whole idea - while your at it, don't stop with your pants. Join me and take it all off!"

I quickly did, ending with stepping out of my shorts. I stood there, my cock fully extended and sticking directly towards her cunt. We were separated by about five feet until she started gliding towards me.

"During the last lesson, I taught you how to finger fuck me. I also exposed you to the art of a woman performing oral sex on a man. Today, I'm going to show your great, big dick what it was meant for - exploring my love tunnel. But first, let's review what you remember from your first lesson." With that, she sat down on the couch and motioned me to join her.

As a hint of what she wanted me to do, she took her breasts, one in each hand, and squeezed them gently. I could see her nipples start to harden, and her tits form into little points.

I took one of the pro-offered boobs in both my hands. I started to squeeze them, gently at first, causing her nipples to stick out even further. I extended my tongue, and lightly touched one nipple. She responded by breathing deeper. I continued to massage her boob with both my hands and my tongue. Acting on impulse, I inserted her whole nipple in my mouth and sucked on it, causing its tit to expand in my mouth. She took a quick, deep breath, almost a gasp.

I nibbled on her tit, first with my lips, then, as I got bolder, lightly with my teeth. For this action I received a light moan from my teacher. It appeared that she was enjoying this teaching as much as I was enjoying the learning.

Sandy pushed my face back slightly and offered me her other boob. I repeated all my actions on that one. While I worked on her boobs, she lightly kissed my exposed ear. Seconds later, her tongue was darting in and out of my ear. I didn't realize how erotic that could feel!

I moved one of my hands done to her crotch. Finding her cunt hairs, my fingers weaved their way around her crotch until they located her slit. It was easy to know that they had found the core of her love machine - the hair and the slit were already wet from her love juices.

My fingers slid around the top of her slit, moving from her clit to her love hole. I inserted one finger into her hole at the same time that I bit harder on her tit, which was still in my mouth. She responded with a deeper gasp, followed by a low moaning sound.

"Deeper, push your finger in deeper!" she groaned. Her legs tightened around my hand, forcing my fingers deeper into her cunt, while her hips started to rotate on the couch. "Oh, does that feel good! Keep it up!"

I thought that, if one finger was causing all this emotion, what would two do? I slowly inserted a second finger into her cunt, and started moving them in and out. She spread her legs now, giving me a much better access to her love hole. She arched her back, and her stomach muscles seemed to suck my fingers deeper and deeper into her each time I pumped her. Her deep breathing was replaced with a continuous groan of pleasure, as she reached higher and higher heights of pleasure.

Taking a risk, I moved my tongue from her tits to her clit. Making room with my hands, I buried my mouth into her cunt, licking and sucking everything that felt warm and wet.

"My clit - suck my clit!" Sandy yelled. "Oh, YES! Suck it hard - very hard! Don't stop!" I found it and complied.

Her movements became uncontrollable, just like they had that night in the classroom. Her breathing turned into one continuous loud groan, as she gasped "Harder, harder, HARDER! Come on! Coordinate your fingers with your tongue! I'm going to CUM! Come on. MAKE ME CUM NOW!!!"

She reached climax, thrashing about on the couch and soaking my mouth, my hand and the couch with her love juices. I continued sucking her clit and pumping her love hole until she begged me to stop.

"Please, please stop! I beg you, stop and give me a chance to recover", she cried. "I can't stand it anymore. Pleeeease stop!."

I slowly removed my fingers from her cunt. She had clenched her thighs together so closely that it was difficult for me to remove my hand. When I finally did, she laid down on the couch and pulled me on top of her.

"Oh, Steve, that was great! You sure have learned a lesson or two! Come here, hold me tight. Let me regain my breath. Let me feel all of you!"

Her legs encircled my. Her hands had grabbed the back of my head and forced my lips down onto hers. I kissed her, and quickly found her tongue darting back and forth inside my mouth. My cock, caught between our two bodies, buried its head into her cunt hair. It felt great having my big cock nosing around in hair surrounding her cunt!

Sandy wiggled her hips, massaging my cock with a combination of her cunt and tummy. I could feel its head swelling, getting even harder, as my balls threatened to explode. Sensing this, she stopped, and pushed me away from her.

"I'm not ready to let you cum yet. In fact, we've only completed the review of the last lesson", she explained in a voice that was still husky. "I want you to hold yourself until we get into the new lesson."

"But Sandy, I'm so close that it hurts to stop. If you don't complete this first lesson, I'm afraid I'll cum anyway."

"I've got just the remedy for that situation", she said in a knowing fashion. "Just sit up and wait for me to come right back." With that, she swung off the couch and walked over her bathroom.

Emerging a few minutes later, she was carrying what looked like a tube of toothpaste. The writing on it, however, was either Chinese or Japanese, I couldn't tell which. She took the tube, removed the cap, and spread a white cream onto her hands.

Kneeling in front of my pulsing penis, she took my cock in both her hands and gently massaged the cream onto it, starting at its head and working all the down its elongated shaft.

Her hands felt like heaven. The cream, cold at first, took on a warming feeling as her fingers deftly massaged in into my whole cock.

My organism, which had threatened to erupt at any second, gradually was replaced with a slight numbing sensation, followed by a feeling of immense pleasure. It was difficult to describe. The feelings I was getting from my cock were different than anything I had ever felt. I was on a high emotional plateau, higher than anything ever before, but at the same time I knew that I was nowhere close to cumming. Whatever it was that she put on my cock had taken the sharp peak off my high but replaced it with a general feeling of much greater pleasure.

"This is an ointment I found last year when I visited China", she explained. "I've always wanted to try it on a man, but this is the first time I've had a chance. It works wonders on me, and I think it will help you, too, to control you organism." Finishing the application with a long, tender kiss to my penis's head, she said "Now you are ready for the next lesson."

Having said that, she slowly stood up and took my hand. I joined her, and followed her into her bedroom.

"This next lesson will deal with penetration. I'm going to show you different ways to enter a woman, and explain how each affects her. You'll not have to worry about cumming - that ointment I put on you will last for a long time and will stop you from getting too hot while still allowing you to feel everything! This way, we can both try many different things."

She laid down on the bed, and pulled me over her. Taking my cock in her hand, she guided in into her cunt, but left it just touching her cunt lips. I could feel that they were soaking wet again.

"Now, this is the missionary position. It's the way most people make love. Let's try it, and get an idea as to how it feels. Go ahead, push your dick into my cunt. It will slide in easily after a little bit of pressure."

I did exactly as I was told. Sure enough, as I first pressed my cock into her, there was a lot of resistance. Then, slowly, her cunt lips opened up and accepted my cock. I slide it in all the way. It felt like it was encased in warm, wet velvet.

"Oh, Sandy, that feels great! This is the first time I've ever did this to anyone. Does that mean I'm not a virgin anymore?" I asked.

She laughed. "Yep, it looks like I have deflowered my first male virgin. From now on, you'll not have to worry about lying to your friends when they talk about 'making it' with a girl. You're going to 'make it' with me before we finish."

Her hips started to move. My body, possessed as if with a mind of its own, responded in sync with her body movements. Soon, our bodies were slapping together like old pros.

"Oh, oh, you ARE a fast learner", she grunted. "Keep on moving, but harder. That's it - push in hard when I lift my cunt up. Yes! Yes! Harder!!"

She lifted her legs onto my waist, encircling it. This allowed her to use her leg muscles to drive me deeper and deeper into her waiting cunt. I could feel all the pleasure she was giving me, and my cock getting ever bigger and stiffer, but I felt no urge to cum. That stuff she used was really working!

"Yeah - yeah - yeah - keep it up. Now - harder!! Slam that stiff rod into me harder! Make me feel it! Good, good! Now harder still - don't worry, it doesn't hurt. It feels good! Yeah, oh yeah, you've got me there again! I'm right at the crest! Keep doing it! Harder! HARDER!! I'm cumming AGAIN!!!! Oh yes, I'm CUMMING!!!!" she screamed into the air.

And cum again she did - if I thought that she thrashed about the last time, I was wrong! She bounced all over the bed, dragging my body along with her. And all the time she remained impaled on my stiff rod.

Her panting eventually slowed down to normal breathing. I could see that her body was now clothed is a light sheen of sweat. Her nipples were as hard as my cock, and was she FLUSHED! But, apparently she had not had enough yet.

"Ok, oh, OK... that was great. You are a very good learner. But please, leave a little bit of energy left for me! I want to make you cum later, and that will take a lot! So, for the next few exercises, try them out, give me pleasure, but stop before I cum again. I've never cum more than three times, even when I played with myself!" she said in a hoarse voice.

By now, I was getting into this. I'd lost my timidity, and was raring to try more! So, as she rolled over, exposing her ass to me, I took my cock in my hand and thrust it into her ass!

I must of gotten lucky, because it hit its target on the first try. I felt a different type of hole in her, one that was very tight and only lubricated from her cum fluids that had dripped onto it from our earlier love-making. My aggressiveness must have hurt her a little, because she gasped and said, a little startled, "Heah! Ouch! Not so fast! So you want to try it that way next? Ok, but first, we've got to prepare it with a little lubricant."

Even though my dick did not penetrate her asshole, I have to admit that it felt great buried in her ass cheeks. As she moved just a little, it slid forward, and went between her thighs. She stopped getting up, and tightened her thighs. I moved around a little, experiencing the feeling, and savoring the lubricated feeling and softness of the insides of her thighs.

I pulled back just a bit, and my cock started to ride in her slit, sliding from her asshole forward to her clit, then back again.

"Um, that also feels good! But first, before getting into my cunt again, I want you to enter my ass!" she stated. With that, she released her thighs, rolled off the bed, and went to her dresser. Opening a drawer, she took out a bottle of cream and rubbed some on her ass.

"Come over here and help me. Here, take a little of this on your finger, and slowly push it into my ass. Careful! This requires patience. You do not want to hurt your partner when you do this."

With that, she bent over the dresser, spread her legs open, and revealed her asshole to my eyes. I took the cream, doing exactly what she asked, and, using my fingers, slowly filled her asshole with it.

"Ah, that feels much better! Now, while I'm in this position, stand over me and replace your finger with your cock. Here, I'll help you guide it in." She grabbed my cock, guiding it to its new target. I felt my cock thrusting against her asshole.

"Now, here is where you must be real patient. SLOWLY exert pressure against my ass muscles with your penis. That's it! But don't push too hard! Let it sort of ease in. Yeah ... you're getting the hang of it! Now, now that it's slightly in, put a little more pressure on me. HOLD IT!! Stop right there!"

Her voice was again getting a mixture or hoarseness and huskiness in it. I couldn't tell if she wanted me to stop because she was again close to cumming or because I was hurting her.

"Am I hurting you? I'll stop if I am!" I said in a concerned voice.

"No, you're not hurting me. I just wanted my ass to have a moment to adjust to your large prick! It is bigger than anything else I've put there before and it takes a moment to adjust."

Sure enough, even as we were talking, I could feel her muscles relaxing, allowing my cock to ease further and further into her ass. Soon, I was all the way in. My stomach was hitting her cheeks, and my cock seemed to thrust right through her entire body.

"Wrap your hands about my waist and hold me tight", she commanded. "I want you to pull me over to bed with you inside me. Then, sit down and let me sit in your lap."

We did just that. I held onto her with all the strength in my arms, pulling her into a sitting position on my lap with my cock buried in her ass. She positioned my hands alongside her two breasts, such that my fingers were on her tits and my thumbs on her back. "Now, squeeze me tight with your hands", she asked. "I want you to push me up with your hands while I push with my legs. This way, you can really feel what it's like to fuck my asshole, and even hold my tits at the same time."

We started. It didn't take long before her asshole was as loose as her cunt. The feeling was different than her cunt, but still very sexy. My cock felt like each inch of it had a hundred different fingers massaging it. Sandy appeared to enjoy it also, for she again started panting. I could feel her cunt dripping more love juices as she got aroused.

Not wanting to cum again, she stopped, and pulled herself off my cock. As it left her asshole, I could hear a faint pop.

"Now it's your time to cum", she declared. "Hold still while I put this second ointment on your prick." With that, she took another tube from her drawer and applied a clear gel-like substance to my prick. It felt hot, almost burning, but that feeling quickly faded away.

"I want to wash you a little, to get all of the lotions off" she explained as she led me into her bathroom. She took a face cloth, wetted it, and gently washed away any traces of those lotions. When she finished, she took my penis in her mouth, and started sucking and pumping me.

It wasn't long before the old feeling of almost cumming came back. By then, she was sucking and licking my cock from my balls all the way to its tip. I felt ready to explode.

"Sandy, if you keep that up I'm going to cum in your mouth!" I yelped. Sandy stopped immediately, withdrew my penis from her mouth, and looked up to my face.

"Good, you're ready for the final lesson of today. Now you get your chance to fill me with all your cum!" With that, we went back onto her bed.

She made me lie down first, then climbed on top of me. Taking my dick in her hand, she guided my cockhead into her cunt, stopping just as her cunt lips opened up. I could feel her wetness dripping down onto me. I wondered if she was ready.

"Now, in this position, it's up to the woman to do all the work. Depending on how she moves, she has complete control over herself and you. And I want to control your body!"

And control it she did. First, she played with my cock head, using her cunt lips. She dragged it all over her cunt, from her ass to her clit. Then, centering it on her love hole, she lowered herself onto my cock, letting it slide all the way inside her.

"Wow, what a feeling!" I exclaimed. She only laughed. "This is just the beginning, young man. I have complete control over you now!"

Her stomach contracted, causing her cunt lips to close tightly on my shaft. She moved up and down, side to side, and started rotating her hips. Each thrust brought me to a higher level. Each time she slowed I could feel my balls actually hurting from the pent-up flood of cum that had been created. Each time I thought I would cum she slowed down, or stopped.

It was agony and pleasure, all mixed into one big experience. She kept going this way for over thirty minutes. But I could see that she was having more trouble controlling herself than controlling me.

Soon, her was panting. Then she started to moan. Finally, she threw her head back, tossing her hair high in the air, and screamed "OK - let's go it! All of it! RIGHT NOW!!!!"

With that, she threw her body down onto me harder and harder. The sharp slap of our bodies meeting sounded like a whip cracking in the night air. I was soaked from her wetness, dripping it down my shaft and into my ass. The bed started moving around the room from the actions of our two bodies.

I reached my cum point, and it felt like an explosion inside of my cock. My cum juices shot out from the tip of my cock, not in a spurt, but in a steady stream. Sandy came at the same moment, gushing her love juices all over me. I couldn't stop - I grabbed her waist, and shoved her down even harder than she was pushing herself - shoved so hard that it hurt when our bodies met. She loved every moment of it, screaming out with pleasure as we pursued our joint madness.

Eventually we both drained ourselves. Stopping, I notice that sweat had pinned her hair to her brow. I was dripping sweat and cum from her and myself. We were both exhausted.

Sandy collapsed onto my chest. I could feel that she was so exhausted that even her tits had gone soft. It was the first time that evening that I could remember them being soft.

I started to remove my cock from her cunt, but she stopped me. "Let it stay there. Let it relax and shrink inside of me", she pleaded in a horse whisper. "I want to feel it go to sleep inside me, just like I felt it when it was awake."

We eventually both fell asleep, still coupled together by my cock in her cunt. When I woke, it was almost midnight. We had been at it for nearly six hours!

Sandy woke up shortly after me. We cuddled together for a little while, then got up and took a shower together. We had to, we were both glued together from our joint cum juices!

As I got dressed, Sandy sat and watched me. Finally, she said "I'm too exhausted to get dressed. But I want to drive you home anyway." With that, she took a robe, slipped it over her shoulders, and walked with me to her car.

All the way home, she left her robe open, letting me continue to gaze upon her lush, beautiful body. When we reached my house, she stopped the car, leaned over to me, and kissed me deeply. She took my hand, guided it to her cunt, and let me feel its warmth and softness.

"This will be ready for your next lesson. Just let me know when you want another lesson", she whispered into my ear. "I think we have a great student-teacher relationship going, and want you to make the best of it."

With that, she gently pushed me out of the car. As I staggered up to my home, I wondered what the next lesson could be...

It had been three weeks since her second tutoring session. I had been paying attention to the classroom work, and started making good progress in her course. For the first time since we started the semester, I really understood the course materials and was able to keep up with everyone else. It now looked like I would pass. It was no problem preventing myself from daydreaming about Ms. Malone (or Sandy, as she said I could call her out of school) since we had completed the two outside tutoring classes. Her methods had worked.

In fact, I had become somewhat of a popular guy with girls of my class (something which never happened before the tutoring). Each day, at lunch or after school, there was always one or two girls talking with me, flirting, and generally doing what high school girls do when they are trying to attract a male student's attention. I had even gotten up the courage to ask several of them out on dates, which resulted in very pleasant experiences (though not as intimate as my experiences with Sandy).

In short, it appeared that I was growing up, and was really starting to enjoy high school social life.

My attentions to Ms. Malone, on the other hand, had dwindled in direct proportion to amount of attention I was getting from girls my age. In part, I guess, this accounted for the ease in which I broke away from my old habits of staring at Ms. Malone and daily visually stripping her clothing off while she lectured to the class.

On this day, as both her class and the school day ended, Ms. Malone asked me to stay after school for a few minutes. Perplexed, since I knew that I was doing much better, I waited to find out what she wanted to say to me.

When everyone else had left the classroom, she closed the door, isolating the two of us from the rest of the world. It was very similar to that first tutoring session, except this time I had no idea what she wanted.

"Steve, I've been wondering what has happened to you in the past few weeks", she started. "When we finished our last session after school, in my car near your home, I recommended strongly that future sessions would be needed. Yet now, weeks later, you seem to have no interest in pursuing further help from me. What has happened?"

"Well, Ms. Malone, I thought that I was doing well in class! And as long as I was, I thought that no further help from you was needed", I replied honestly.

"You really mean to say that, since I taught you all those tricks, you've been too busy with all those little girls that hang around you every day to worry or even think about me! That's what you really mean, don't you?" she angrily proclaimed. She continued, "Did you think that all of those efforts I made to help you had no affect on me? That I didn't want to continue to teach you even more? That you can now go about living your life, fully convinced that you know all you need to know? You're a bigger fool than I thought, Steve!"

Yipes! This was starting to sound like one of those late afternoon soaps that are on TV. She really sounded hurt, angry and even more than a little jealous! Before I could say anything, she continued her verbal attack.

"You must be very self-centered, young man. To not even take into account my feelings, my desires, my hopes, while you freely give to those young wenches everything I so painstakingly taught you! Doesn't this interest you any more?"

With that, she pulled her skirt up to her waist, revealing the fact that she had no underwear on. I could clearly see her naked pussy, surrounded by her soft cunt hair. I hadn't realized that she was dressed like that. In the past, I would have noted the lack of a panty line on her hips, or her thighs. But not today - maybe not for several days.

Dropping her skirt back to normal, she stood there, arms held across her stomach, her boobs sticking straight out at me, looking me straight in the eyes and daring me to answer her accusations.

"Ah, you see, I, ah, I really thought that you only had a professional interest in me, Ms. Malone. I thought that what you were teaching me was to become more aggressive, more outward, especially to females. And I have been. I've been having a good time after school, dating for the first time, seeing different girls, enjoying my life for a change. Wasn't that what you wanted?"

"Yes, I wanted you to learn that. But I also wanted you to remember me, too! While you may have forgotten what we did together, my body hasn't! My panties have been wet every day for the last several weeks, watching you, sitting there in my classroom, having fun with those little witches sitting next to you. They've been wet with desire for your cock! Why couldn't you understand that?" she sobbed.

I quickly rose from my desk and walked up to her, took her in my arms, and held her lightly. She laid her head on my shoulder, and soon the crying stopped. Wiping her tears from her face, she backed away from me and sat at her desk.

"I guess you want something younger than me, younger than my 27 years", she stated matter of factly. "Well, maybe that's right, maybe you should. But I still want to teach you more, and enjoy you while you learn. Look, this weekend, I have a niece coming up to stay with me. She'll be here only for the weekend. She's about your age, and I bet she needs help as much as you do. Why don't you arrange to be free Saturday afternoon. I'll pick you up here at the school, take you over to my house, and let's see if I can't teach the two of you something you'll both not forget! Maybe it will also serve as reminder to you of what you were about to give up!" With that, she stood up, faced me directly, and challenged me with her looks to say no. I couldn't.

"All right, Ms. Malone, I'll make sure I'm free Saturday. See you in the parking lot at 1 PM?" I reluctantly agreed. There went a date for the baseball game with Jane, the redhead that sat next to me in class. But I probably could arrange something for the following week with her. Better not to get Ms. Malone pissed off at me until after the school year ended.

I met Sandy at 1 in the parking lot on Saturday as agreed. She was wearing a halter top, tied so tight that I could clearly see her tits straining against the stretched fabric. There was no bra on. And her shorts, they too looked like they were molded onto her body. There was no sign of anything under them, either.

We drove over to her house without saying very much. She glanced at me several times, but didn't crack a smile until she caught me staring at her crotch. I had seen what I thought was a damp patch between her thighs as she shifted the car gears. She caught me staring at it.

"Yes, Steve, I'm wet already. I'm glad you noticed. Maybe this day will turn out OK after all."

We entered her house through the garage. This brought us directly into the kitchen. She led me to the window, which overlooked her pool. Sitting on the edge of the pool was a gorgeous looking girl, her niece I guessed. She had on a small two piece bathing suit, nothing much more than three small green triangles covering her crotch and her tits. Thin straps connected them together, leaving almost of her body exposed to my greedy eyes.

Sandy watched my face as I gazed at her niece. Her hand moved to my groin, and slowly started massaging my dick. It wasn't long before she could my building erection through my pants.

"Does she turn you on?" Sandy asked. "Or is it only my hand on your cock that is causing it to grow?"

"She's very nice", I agreed, "but it definitely is your hand that is doing most of the arousing." With that, I turned towards her, put my arms around her back, and gave her a long, deep French kiss. As she wiggled a little in my arms, I let my hands drift down her smooth back, slip under her shorts, and massaged her bare hips, pulling them tighter against my aroused cock.

As she responded by grinding her pelvis against me, I pushed the top of her shorts down, below her hips, giving my hands free access to her sexy backside. She responded by undoing the buttons to my shirt, opening it up to reveal my bare chest. She next took the bottom of her halter, pulled it up, freeing her nipples so that they could play on my bare chest.

Just then her niece walked into the kitchen from the pool.

"Oh, excuse me, Auntie!" she exclaimed, with a blush exploding from her bosom all the way to the top of her forehead. "I didn't know you were back. I'll just go outside, leave you here."

"Don't go, Lynne", Sandy replied. "Lynne, this is Steve, my friend. Steve, my niece Lynne." I extended my hand out towards Lynne, to shake her hand, but she just stood there, staring at Sandy's exposed breasts and cunt. She was almost in a trance, totally absorbed with staring at her almost naked aunt.

Finally, Lynne spoke. "Aunt Sandy, what are you doing, standing there with your privates all exposed to a man? I'd, I'd better go back outside and leave you alone!" she said in a quivering voice. She started to move back to the door.

"Lynne, look at me!" Sandy commanded. Lynne stopped, turned, and looked at Sandy. Sandy raised her hands to her halter top, removed it, and then pushed her shorts down and stepped out of them.

"Lynne, the naked human body is there to be enjoyed, not covered up. At least, not covered up in private. Steve is a friend, a very close friend, and you should consider him as part of our family. Now," as Sandy moved over to Lynne, "if I can take all my clothes off in front of Steve, and not feel embarrassed, shouldn't you be able to do the same thing?" she asked.

"I, I don't know, Aunt Sandy", Lynne stammered. "It's just that Mom never said anything about something like this. Are you sure it's all right?" she asked.

Soothingly, Sandy replied, "You know me well. I wouldn't do anything in front of you that I wouldn't want you to do in front of me", she explained. "You have such a nice body, there is nothing for you to feel ashamed about in showing it to my close friend. You'll not be showing him anything he isn't already seeing from my body, are you?" Sandy asked.

Lynne still seemed hesitant, but didn't shy away as Sandy approached her and put her hand on her shoulder. Sandy moved behind Lynne, keeping her hand on her shoulder. Putting her other hand on Lynne's other shoulder, Sandy gently moved both straps of her top off her shoulders and let them hang around Lynne's arms.

Moving to the clasp of Lynne's top, Sandy undid it, letting the ends drop but keeping enough tension on the front so that Lynne's boobs remained covered. I could see that Lynne's tits began to appear on the fabric as they got harder. Sandy knew what she was doing.

Sandy loosened the material just enough so that the top slide lower, revealing just a hint of the deep red skin of Lynne's nipples. My body started to react to this movement as my cock regained it's lost rigidity.

Lynne looked at my crotch and saw my growing erection pressing against my pants. Maybe it was unconscious, but she lightly wetted her lips with her tongue!

Sandy dropped Lynne's top, revealing all of her young, firm breasts. Lynne moved her arms slightly, allowing the top to drift to the floor. Sandy moved to her bikini bottoms, and started pulling them down.

Standing in front, I watched Lynne's pussy being revealed, inch by inch, as Sandy worked her bottoms off. I saw that it was covered only in light brown hair, so light and short that it looked more like fuzz than hair. It was a very erotic sight!

In a few more moments, Lynne was standing there, totally naked. Sandy moved her hands back to Lynne's boobs, and cradled each with a hand. As she squeezed and massaged them, Lynne's tits became even harder, and her nipples took a very dark red color as her blood rushed inside them.

I moved forward and put one tit in my mouth. Gently, I stroked the outline of her nipple with my tongue, teasing her. Then I played with the very tip of her tit, finally grabbing it with my teeth and biting very gently.

I could feel Lynne's body start to quiver and shake. Her emotions were building as both Sandy and myself caressed her. I ignored her other tit, and choose instead to drop to my knees in front of her, putting her pussy at my eye level.

Lynne involuntarily clutched her thighs together, trying to protect whatever modesty she had left. But I persisted - kissing first her young, smooth thighs, then the front of her pussy. My hands gently took hold of her thighs, and spread them apart, just enough so that my tongue could stroke her slit.

Sure enough, once my tongue got to her slit, I found that it was wet and well lubricated. My tongue found her clit, and started its slow, but relentless, stroking and licking.

Lynne relented to my attack on her pussy, and loosened the pressure on her thighs. I was able to get my fingers between them, and started stroking the outline of her love hole while continuing my gentle assault on her clit. Not only was her body now shaking visibly, but a little moan could be heard coming from her throat.

Sandy, meanwhile, had started kissing her neck, just behind her ear. She played with Lynne's ear, thrusting her tongue in and out as she had taught me before. Her kissing moved forward, under Lynne's chin, and then upwards, until their two sets of lips met each other. As Lynne turned her head to meet Sandy's kisses, I knew that we had made a convert of her! How could she resist, with Sandy massaging her breasts, and kissing her lips, and I finger and lip fucking her pussy? She gave in fully to the experience, shattering any last resistance that might have left in her.

Lynne opened her thighs fully, allowing me free access to all of her love hole. I took advantage by moving my lips over her cunt lips, and continuing to suck her clit while stroking her love hole with my fingers. I inserted one finger into her, and felt her shudder with delight and pleasure. But as I tried to push it in further, even though she was as wet as Sandy got, I could not go very deep. Giving that up for the moment, I concentrated on working with what I had.

Lynne's hips started to move with my fingers and tongue. Her cunt muscles were extracting every bit of pleasure out of my fingers that they could. Sandy's tongue was buried deep in Lynne's mouth, and Lynne and taken each of Sandy's breasts in her hands, trying to massage them in a clumsy fashion.

A few moments longer, and Lynne grunted loudly, followed by a long sigh. She cried, "Oh, oh, OOOOHHHHH !!!" as she came. Her body jerked, uncontrollably, as I continued to nibble on her clit and finger her love hole. Her juices soaked my hand, my face, and oozed down the insides of her thighs.

Finally, her legs couldn't keep her standing any longer. We both let her slide gently to the floor, where she collapsed, barely ably to keep herself in a sitting position.

Sandy and myself joined her, cuddled up together, and held each other in the way only intimate lovers can do. We both had found another love partner, one that we could equally enjoy together, teaching and being taught.

Having relaxed together briefly, I realized that I was the only one still clothed. I got up, dropped my trousers, and pulled off my underwear. By this time my cock had shrunken back to its normal size, so it wasn't a great sight to see. But Lynne, apparently never having seen a man naked before, was looking at me with wide open eyes. Sandy noticed, and motioned me over to the two of them.

"Lynne, I'm going to show you a natural miracle, what I believe to be one of the wonders of the world. See Steve's dick? Well, it doesn't look too good right now, but watch what happens when I start playing around with it." With that, she took my limp penis in her mouth, and started to suck on it.

"Yuk! That's dirty and awful!" Lynne exclaimed. "How can you do that?"

Sandy did not answer, but kept on ministering to my dick. It didn't take long - I could already feel it working its way deeper into her mouth as it got bigger and harder. Soon it was capable of standing on its own. Sandy stopped, then, and finally answered Lynne.

"Don't knock it kid, until you try it! But see what has happened it Steve's dick? It is now a full grown organ capable of exploring either your or my love tunnel. Maybe you'll get a chance later to try it yourself."

I couldn't wait to put it in Lynne's mouth, and break through that innocence, but guessed that it might happen sooner or later if only I waited.

Sandy got up, followed by Lynne. Lynne went to pick up her swim suit and put in back on, but Sandy stopped her. "Today, we stay this way - undressed and ready for more lessons whenever we want. In fact, I was thinking a taking a dip in the pool - anyone care to join me in the buff?"

I hadn't noticed before, but Sandy's house was situated on a top of a hill, with no one overlooking her pool. It was totally secluded, and a perfect place for daytime skinny dipping. Feeling just a little uneasy. I followed her out onto the deck. Lynne, probably more because she didn't want to be left alone than because she really wanted to, followed the two of us. Sandy made a perfect dive into pool, barely causing a ripple on its surface. I, on the other hand, having never dived head-first into a pool (and especially without any trunks on) took a header that caused a tidal wave in the pool.

More important to me personally, however, was the fact that the water slammed into my balls, driving them into my body, making me feel like someone had kicked them. I rose to the surface, groaning in pain.

Sandy paddled over to me, worry etched on her face. "What happened, Steve? Did you hit the bottom? Are you hurt bad?"

"My balls, oh, my balls. They hurt from hitting the water! "

Sandy started laughing, laughing so hard that she lost her breath. She jumped out of the pool, helped me out, and laid me on top of the lounge chair. Then, ever so carefully, she started sucking my balls. She handled them so lightly, I almost didn't feel her fingers. Her tongue licked my scrotum, worked its way over to the bottom of my shaft, and then up towards the tip of my penis.

While the pain didn't go away immediately, the pleasure that was radiating outward from my dick sure helped me forget the pain. Lynne, quietly watching, finally moved over the lounge and sat on the side opposite Sandy.

Looking at the two of them, both sitting on the ground, on either side of me, really made my dick grow quickly. Sandy, with her hair cascading over her face as she worked my dick, on one side, and Lynne, who's boobs were just inches from my thigh on the other side, looked like two pictures out of Playboy magazine. I reached out for Lynne, and pulled her over to me. I kissed her, lightly on her lips. I was surprised when she returned my kiss with her tongue darting into my mouth! We exchanged kisses for several minutes. My hands had found her clit and were gently rubbing it. moving around her juices which once again were flowing. This time she did hesitate, but opened her thighs to give my hand room to play.

Sandy sat down between us, with a leg on either side of Lynne. "Lynne, why don't you take your finger and play with my cunt like Steve is doing with yours?" Sandy asked. She then took Lynne's hand and guided up to her cunt, letting Lynne get the feel of it.

As Lynne got better at fingering Sandy, I could see that Sandy was getting hot. Her cunt was wet and glistening, and her stomach muscles started to work at moving her clit around Sandy's hand.

I pulled my hand away from Lynne's cunt, and, taking Lynne's hand, showed her were to insert her finger into Sandy. As her finger went in, I watched Sandy give control of her body to her passions. She lifted her ass, balancing herself backwards on her feet and her hands, giving Lynne full and total access to her love hole.

Lynne looked like she was enjoying this. I could her wet her lips again with her tongue, and knew what I had to do. Taking her head, I gently pushed it forward, onto Sandy's cunt. At first, Lynne resisted, but before long I could an experimental flick with her tongue into Sandy's groove. That was followed by another, and another, until Lynne was working Sandy's clit with her tongue like a professional.

All of this was not lost on Sandy. By now, she was again bucking like a wild horse. I knew Sandy was close, and urged Lynne to pick up the tempo. She did, and Sandy quickly climaxed, gushing juices out of her cunt all over Lynne. I forced Lynne's head to stay over Sandy's cunt, making her lick Sandy's love juices. All it took was one taste, and Lynne needed no further encouragement. She soon licked Sandy clean.

This action left my dick hungering for attention. Sandy again seemed to know what was on my mind, for she quickly looked at me and said, "Poor boy, here are all the girls achieving orgasms while you don't! Come on, get up and go into the house. Lynne, follow us!"

We went back into the house, following Sandy downstairs to the basement. There, in a room off to the side, was a well padded bench, similar to those you see in weight lifting sets.

"Lynne, lie down on that bench, with your legs on both sides. Steve, when you finger fucked Lynne earlier, were you able to get your finger in all the way?"

"No, Sandy, I couldn't. She was certainly wet enough, but there seemed to be something stopping my finger from going any deeper."

Sandy seemed happy with my statement. "That, Steve, is an unbroken hymen. That means that Lynne, here, is a true virgin, just like you were a while back when we started our tutoring. You're going to get to deflower your first virgin, just like I did to you."

Even though I wasn't really sure exactly what she meant, my instincts must have taken over, because my heart was beating very fast, and my dick was extremely hard.

Lynne asked, "Aunt Sandy, what will Steve do to me? Is he going to put that large dick of his into my cunt?"

"Yes, dear niece, he is. But I'm going to help him, and by doing that, you won't hurt too badly. But be warned, it will hurt some. I'll be right here, though. And remember, isn't it all in the family?"

Lynne nodded, and Sandy immediately started to work on her cunt. With her legs spread wide by the bench, Sandy had no problems getting her fingers into Lynne's love hole. Soon Sandy had inserted three fingers, but all of them went only a short distance into Lynne's cunt.

Lynne by now had succumbed to pleasures emanating from Sandy's kissing and fingering. Her body was arched backwards slightly, urging Sandy on. Her tits were pointed straight up, and were flaming red in color.

Sandy motioned me to move between Lynne's legs. When I did, Sandy took my cock, fingered it lightly, and then guided it into Lynne's waiting hole.

"Steve, this will take some skill on your part if Lynne is not going to hurt too much. Work your dick in and out only as far as it will go. Let her cunt adjust to its size. Then, when I tell you, push as hard as you possibly can. You'll have to thrust two or three times, but you'll know when you've broken through. Now here's the hard part - DON'T pump her after you've broken through. You'll only hurt her more. Just stop for a few moments, let her calm down, then get off her. Mount me and finish off in my cunt. OK?"

I nodded agreement - it didn't seem right, but Sandy always knew what to do before.

Lynne also nodded, and eagerly took my dick inside her cunt. Doing exactly what Sandy said, I played around with her cunt lips, letting grow to adjust to my dick. Lynne, however, was hotter than either Sandy or myself thought. She started to cum before I thrust my dick full into her.

"NOW, Steve, push hard NOW!" screamed Sandy.

I did, pushing with all the strength that I had in my dick and my legs. Once, twice, then, on the third heave, I felt my prick break through Lynne's hymen and bury itself deep into her vagina.

Lynne, having been screaming in delight just a few moments earlier, suddenly howled in pain as my cock broke her virginal barrier. Even though I wanted to keep going, I stopped just like Sandy had asked. Gently, I removed my dick from Lynne's cunt.

As it came out, I noticed that it was dripping blood! Looking at Lynne's cunt, blood was coming out from there, too.

"Oh my God!" I screamed, "What happened to her? I must have hurt her real bad", I cried.

"No, Steve, that's only natural. Her bleeding will stop in a few moments. Now quick, before you get small, get into me!"

Turning, I saw Sandy laying on her back, thighs wide, with her hands holding her cunt lips open for my dick. I moved over to her, laid down, and put my dick into her warm, waiting cunt. It wasn't long before I came, pouring forth my fluid into her waiting love hole.

I quickly dismounted from Sandy and knelt beside Lynne. Her face had returned to a more normal color, and a small smile was on her lips.

"I saw how deep you went into my aunt. I want you to go that deep into me, too, Steve." She then hugged me tightly, holding my face against her firm breasts. Sandy joined in our hugs, and again we three cuddled together and recovered from the joys of our love- making.

Sandy was the first to get up. She came back from her bedroom carrying a small box. Opening it, she took out a vibrator and attached a rubber penis to its head.

"Lynne, since you so dearly wants Steve's dick to be buried in your cunt, and I don't want to just stand around watching you two funk each other, you're going to use this vibrator on my cunt while Steve is working his dick into yours. Have you seen one before?"

"Aunt Sandy, if we hadn't done today what we have together, I'd never admit it, but yes, I've not only seen one before, but have used it on myself, only not deep enough to do to me what Steve did earlier. I think I can handle it so that you'll have great pleasure. I'll make sure I give you the same pleasure that Steve will be giving me."

I moved so that my face was buried between Lynne's legs. After hearing that she really wanted me deep inside her, I couldn't wait to try. I no longer was afraid of hurting her. I greedily assaulted her cunt with my tongue, sliding it along her slit and getting her fluids moving.

Sandy had moved so that her cunt was exposed fully to Lynne, but at the same time could grab my dick and start sucking it. Telling from the way that she started, I knew that I would be ready to plunge into Lynne's depths.

Lynne also went to work on Sandy, and soon the vibrator was buried deep in Sandy's cunt. We continued to play with one another, lifting each other up, close to cumming, then slowing down again, extending the pleasure as long as we could. Each of us could almost feel when the other was getting close, and instinctively backed off just enough to let each other cool down, but not get cold.

Lynne stopped her fun with the vibrator long enough to say to me, "Steve, I don't want to rush you, but I want to feel your big dick in my cunt now!" With that, she rolled onto her back, spreading her legs wide and holding her cunt lips open for my cock.

I mounted her, easing my cock into her love hole, and paused when my dick had just penetrated her. Lynne wiggled around on the floor, trying to entice me to drive my rock-hard dick further into her waiting hole. But I held back, wanting her to ask me to drive it in.

Before I knew what happened, Sandy was kissing my lips, forcing them apart with her tongue. While I was working myself into Lynne, she had straddled her, allowing Lynne free access to her cunt with the vibrator while, facing me, was able to kiss my lips. I was so startled that I plunged my dick all the way into Lynne. Lynne cried out, just a little, but soon her cries were replaced with moans of pleasure, as I started riding her harder and harder.

Lynne not only kept up with my ride, but applied the vibrator to Sandy every bit as hard as I applied my dick to her. This resulted in all three of us moaning in delight and pleasure as we reached a mutual high.

My dick got harder and longer the more I plunged it into Lynne. There was no question now that Lynne felt only pleasure - you could see it in her eyes, hear it in her moans of pleasure, and I could feel it through the way her vagina gripped my dick and refused to let it go. I grabbed Sandy's hair and pulled her face hard onto my, shoving my tongue into her mouth as hard as I shoved my dick into Lynne's cunt.

I could feel the blood rushing to the tip of my tongue as Sandy sucked hard on it. Her cheeks dimpled inward, putting more pressure on the sides of my tongue as she refused to let it go.

Lynne wasn't to be outdone either - she took one of her fingers and inserted in into Sandy's asshole while continuing to play with the vibrator in Sandy's cunt. With that, Sandy went truly wild!

She started screaming, bucking wildly, as she came, triggered by Lynne's finger in her ass. Lynne wouldn't stop with either the vibrator or her finger, causing Sandy to cum again. Watching her heaving, and the way her boobs pounced so high that they hit her chin, I redoubled my efforts to push Lynne over the pleasure edge.

My efforts were working - Lynne got so involved with my dick tearing into her cunt that she dropped the vibrator, forgetting Sandy as her eyes glazed over with passion and lust. She lifted her legs over my waist, and tried to drag me further into her battered love hole. Sandy applied pressure to the top of Lynne's cunt, forcing it even harder against my driving dick. It was too much for both of us - Lynne screamed in pleasure, tossing her head from side to side as she came, soaking me and the floor beneath us.

That was all it took for me - I unleashed the pressure in my balls with a shot of cum fluid that Lynne could feel over her waves of passion. I shoved my cock into her as hard as I could, using every muscle available to me, draining myself into her hole.

She shoved me out of her cunt and grabbed my dick. Pulling so hard that it hurt, she inserted my dick into her mouth, and finished off what her cunt had started. I'd never been sucked so dry before, not even by Sandy! When Lynne was finished, there wasn't a drop of cum left in my dick.

"Well," Sandy commented when we were through, "it looks like both of you need little in the way of additional education from me. Watching your performance today, I'd say that you both earned an 'A' in lovemaking."

"Aunt Sandy, if you ever want me over again, I'll be more than glad to stay. Especially if Steve is around." Saying that, Lynne got up and slowly walked to the pool, her hips swaying side to side with all sorts of love hints behind the motion.

What had Sandy started? Would we ever be the same again? Would we ever get together again? Only time would tell...