Part I
I see him walking down the hall towards me. He has the omnipresent camera case
around his shoulder with the camera in his hand as he catches my eyes. His
penetrating green eyes seem to look deep into me and I feel a strange sensation
inside me. I cheerfully greet him with "hello Francis, how are you this
afternoon." He looks at me sullenly and replies "hello Miss Waye how do you
think I am." I frown slightly as I know the assignment I gave out today will
probably cause him to stay up most of the night to complete. "Well Francis, I'll
be looking forward to your presentation in class tomorrow. I'm sure you'll be
prepared." "Miss Waye, you know I don't understand algebra and besides,
photographers don't need algebra." "Francis, everyone needs to understand
algebra. If you would apply yourself to it one half as much as you do to
pictures, you would get straight A's." "I don't know Miss Waye, I bet there are
things that you don't understand and don't want to either. I just don't think
I'll be able to do this by tomorrow." "Francis, would you like me to help you?
I'm not doing anything this evening and I would be glad to spend some time
getting you started." "OK Miss Waye." he sighed "What time and where?" "Don't
sound so resigned. I'm sure once you begin to grasp the fundamentals you may
actually enjoy Algebra. You can come to my apartment at 143 So. Locust Apartment
609 after supper. Say about seven o'clock. Would that be all right?" "Yes Miss
Waye, I'll be there." This is my first year as an Algebra teacher at the High
school even though I am in my early thirties. I married after college and
divorced 8 years later after an unrewarding marriage. I had an unrewarding job
as a secretary when I decided to return to school to get my teaching
credentials. I'm determined to make teaching a rewarding experience in spite of
my past failures. I have not been satisfied with my past and feel that meeting
the challenge of Francis, a bright insightful student, although misdirected,
will be my first victory. A knock on the door to the apartment wakes me from my
thoughts and I peer through the peep hole to see Francis standing outside my
door with his camera equipment and Algebra book. "Come in Francis" I say as I
open the door. "Sit on the couch by the coffee table and we can begin." I sit on
the chair to the right of the couch so I could assist Francis with his work. I
had not changed clothes and still wore my dress suit but I had slipped off my
shoes and I was now in my stocking feet. As I casually sit down I notice Francis
glance at my legs then stare at my stocking feet. "I'm sorry Francis but I
didn't have time to change and my feet are killing me. I hope you don't mind if
I don't put my shoes back on." "No Miss Waye" he replies as he continues to
stare at my feet. "I think you have very nice legs and feet. I never saw any
girls wearing pantyhose like that with the shaded parts at the toes and heels
before." "To tell you a little secret Francis, I'm not wearing pantyhose. I'm
wearing stockings which I find more comfortable and cooler, especially this time
of the year." I say as I feel a strange stirring deep within me making me blush.
"Oh you mean like these" he says as he hands me a picture from his camera bag. A
picture of a long legged shoeless model standing with her skirt pulled up to her
waist with her legs spread open. Her bright red painted toe nails show through
the reinforced toes of the sheer black nylon stockings she is wearing which also
have reinforced heels. The dark shadow from her pubic hair is visible through
her sheer white panties along with the outline from the lips of her cunt. Her
bright red lips display a sensual smile as she stares directly into the camera
lens. The picture brings back a flood of stirrings from 15 years in the past
when I was a High school senior. I recall an incident in study hall where I sit
facing the windows at a cafeteria table at one end of the room. During the study
period, there is a small commotion which results in a young good-looking green
eyed blonde boy being made to stand as punishment. The teacher, Mr. Martin,
places the boy right in front of the table I am sitting at. He is standing with
his back to me looking out the window as I stare at him. He turns around and I
look down quickly at my book hoping he doesn't catch me. I peek up from my book
and see that, although he has an open book in his hand, his eyes are looking
elsewhere. I am wearing a loose skirt with stockings held up by a garter belt
and I slipped off my shoes for comfort. I shift in my chair while crossing my
legs and I see his eyes follow my movements and I realized he is staring under
the table at my legs. I feel a strange thrill that this handsome boy is
interested in looking at me and I begin to experiment with small movements. I
slide down further in the chair and he slouches against the wall. I slowly
uncross my legs then cross them in the other direction and his eyes remain glued
to my legs and feet. I again uncross my legs and slide my feet back to cause my
knees to elevate slightly. My skirt rides up about two inches above my knees and
all I have to do to allow him a glance up my skirt is to part my knees. I begin
a rhythmic movement of slightly opening and closing my knees and watch as his
eyes become bigger while staring at my movements. I reach down with one hand and
scratch my thigh causing my skirt to rise to the bottom of dark band at the top
of my stockings. I watch as his breathing became shorter and shorter until it is
almost in gasps. I begin to feel a pleasurable warm wetness between my legs that
I never felt before. I raise one knee higher than the other and slowly allow my
knees to separate until they are about a foot apart knowing that I was giving
him a full view of my inner thighs and pink panties. I notice a bulge in his
pants which seems to throb and a faint wet spot at the top of the bulge. His
hips are undulating back and forth to a rhythm that was somehow familiar and I
feel an overwhelming urge to caress my vagina. I slowly reach under the table
with both my hands, place them on the insides of my legs and began to move them
slowly up towards the warm moist center of my legs causing my skirt to ride
higher up my thighs. As my hands pass over the top of my stockings the boy is
gaping at me with his mouth open and I stare at the bulge that is visibly
pulsating in his pants. My skirt is up to my crotch as my hands touch the edge
of my pink panties. I spread my legs wide and brazenly rub my cunt through the
damp crotch of my pink panties to alleviate this uncontrollable desire I feel.
Suddenly my body begins to jerk and I let a gasp escape my lips as I feel myself
sink down into what feels like a warm pool. I look up at the boy as he grabs the
front of his pants and jerks about as the wet spot rapidly grows. Right then Mr.
Martin arrives, gapes at my raised skirt, blushes intensely, then grabs the boy
and takes him from the room. I am embarrassed but realized that only the boy and
Mr. Martin see the condition I am in. Shortly after that I receive a note from
Mr. Martin directing me to report to him, in his office, after last period. All
during the rest of the school day I shiver in fear at what is going to happen
but I know I better be there when he wants me. "Come in" he says sternly when I
knock at his office door and I walk nervously into the room. He points to a
chair on the other side of his desk and says "close the door and sit down here."
Apprehensively I sit down as he demands, "DaChe, why were you and that boy
exposing yourselves at study hall today?" "I-I-I don't know" I stammer. "Do you
know what happened to that boy when you showed him your panties?" I was almost
in tears as I reply "No, not really." "Well, I guess you know your parents will
have to be notified about this incident" he states matter of factly, as he gazes
off to one side. "Oh please Mr. Martin, please don't tell my parents." I plead,
"I promise it will never happen again. Oh please don't tell them." I notice a
slight grin on his face as he says "Well maybe there is a way that we can teach
you a lesson and not have to bother your parents with this. If I do this favor
for you, you must promise you won't expose yourself in study hall again, and I
will show you what happened to the boy. Also, you must do whatever I tell you
and, since I won't tell what happened today, you must promise not to tell." "Oh
yes Mr. Martin, I promise and I will do whatever you want." "I want you to go
over and lock the office door then come over to my side of the desk." I do what
he asks and stand stiffly alongside his chair. "Lift up your skirt" he commands
and when I hesitate, "DaChe, if your not going to cooperate then I guess I'll
just have to call your parents" he states as he picks up the telephone receiver
from the desk. I reach out and grab his hand and franticly plead, "no Mr. Martin
please give me another chance. I'll do what you say." I quickly reach down and
raise the hem of my skirt to the tops of my stockings. "That's a little better
DaChe. Now lift it higher." he drawls as I raise the skirt above my stocking
tops high enough to expose my pink bikini panties. I feel myself beginning to
flush as I watch this adult ogle my nylon sheathed legs and panty covered pussy.
He reaches out his hand to my leg and slowly moves it up my leg to the tops of
my stockings then back down again. "Mmmm DaChe, I love the feel of young firm
thighs under shear silky stockings" He sighs, as his touch makes my body tingle.
"Take off your shoes and sit on my desk with your feet on the arms of my chair."
Fearing that he would change his mind and tell my parents I do as he asks. I
remove my shoes and while remaining seated, Mr. Martin moves it backwards making
room for me to climb on the desk. I raise my legs and place my feet on the chair
arms as Mr. Martin moves the chair close to the desk causing my knees to spread
apart. I lean back slightly and place my hands behind me on the desk for
support. I look at Mr. Martin, seated between my legs, and see him staring
intently between my legs. This position displays my body, from my waist down,
for his unobstructed viewing and I again feel the stirrings in my young pussy
"Relax DaChe, I'm not going to hurt you" he says as he massages the entire
length of my legs from my toes to my the tops of my stockings. Mr. Martin
continues to rub and squeeze my nylon sheathed legs and feet for a few minutes
then moves his hands above my stocking tops and massages the naked flesh of my
thighs. He moves his hands to the insides of my thighs and as I feel them moving
closer to my nylon covered pussy my pulse quickens. "DaChe, your panties are
damp" he says with a snicker as he rubs the nylon panties against my now swollen
pussy lips. The sensations I feel are very pleasurable and I spread my legs
wider apart to allow him more access to the moist panties covering my pussy. I
blush intensely as he commands, "pull off your panties and hand them to me". I
comply by leaning to one side raising first one cheek then the other as I slide
the panties off my ass. Down my legs come the panties to my knees which are
parted. I hold the panties as I withdraw one leg then I let the panties slide
down the other leg to my foot which I lift up so Mr. Martin can remove them. He
takes the now damp panties in his hands and caresses them. He puts them to his
face and sniffs the crotch which is damp and still holds the aroma from the
earlier episode. "Pull your skirt to your waist and spread your legs apart as
far as you can." With my naked cunt fully exposed to his view I feel the same
urge to touch myself that I felt earlier. I watch through my widely spread legs
as he reaches down, unbuckles his belt, unzips his pants, and pulls the pants
and underwear down to his ankles. I never saw a man's swollen cock before and I
could not take my eyes from it. He wrapped one hand around his cock and started
stroking it up and down. His other hand ran slowly up my leg until his fingers
brushed my pussy. I jumped at his touch. I felt his finger travel up and down my
tiny slit. He smiles as he directs me, "lay sideways on the desk with your head
down here by me and your feet over there." Following his request, I turn
sideways on the top of the desk and lay sideways on the edge. I slide down until
my head is in the middle of the desk and my legs dangling off the side. He tilts
my head sideways towards him and, as he stands up, his hard cock is right even
with my face. I see the red swollen head of his dick with the purple veins
bulging out. He reaches down, raises my skirt to my waist, parts my legs with
his hand, and gently rubs my soaking wet cunt. "Reach out and touch my cock" he
says and I am surprised at how firm and smooth it feels. He moves closer to my
face and I see a drop of moisture form at the end of his cock. "Open your mouth"
he commands huskily and I comply. He rubs my now wet pussy harder as he inserts
his cock into my mouth. Instinctively I close my lips and suck on his turgid
member tasting the slightly salty liquid oozing from his cock end. "Oh yes, your
mouth feels so good" he moans as he begins to undulate his hips causing his cock
to move back and forth in my mouth. He inserts one of his fingers in my cunt and
twirls it around. I respond by thrusting my hips against his penetrating fingers
as I feel the warmth rise again in my loins as I eagerly suck on his cock moving
within my mouth. "Put your hand on my balls" he gasps "and squeeze them gently."
I feel them swell slightly as his movements become more frantic. "Move your
tongue over the bottom of my cock" he directs and moans, "OOOHH that feels so
good!" as I comply to his directions. "Now" he blurts "this is what happened to
that boy. Oh fuck I'm coming!" He lunges with his cock deep in my throat and I
feel it throb. A warm salty fluid fills my mouth and throat as he moans loudly
and I swallow rapidly to keep from choking. At that moment my pussy explodes
with a much stronger feeling then earlier and I again sink weightlessly into the
warm pool barely conscience of Mr. Martin's cock still moving about within my
mouth...... "Miss Waye, Miss Waye, are you all right?" I hear Francis ask with
anxiety. "Yes Francis" I reply with an unsteady voice. The intensity of the
memory leaves me shaken with a wetness between my legs. "I was just startled by
this picture" I lie, "I didn't think a nice boy like you would be carrying a
picture like this around." "Gee Miss Waye, I didn't mean to startle you but I
don't think this picture is bad. I think it's a good picture and doesn't show
anymore than a bathing suit shows. Besides she is a nice looking lady but I bet
your legs are better than hers. Here's some others I took around school." I took
the pictures from his hand and immediately recognized some of the girls from my
classes. The first few were of some of the cheerleaders during practice doing a
high kick. Their legs were stretched out fully and their panties were plainly
visible, pressing tightly against their young pussies. The next few didn't show
the girls faces, since Francis had obviously taken them while hiding next to the
open stairway at the end of the hall. They were all taken looking up the skirts
of girls going up the stairs. Most of the girls wore pantyhose, and from the
angle they were taken you could see all the way up to their crotch. A few showed
girls wearing only panties under their skirts, molded tightly to their young
asses. "Someone your age shouldn't be interested in looking at women's legs and
underwear" I again lie as I recall the boy from study hall. Then I realize that
Francis looks very much like the boy I remember from study hall and feel a flush
come over me. "What can I do to get you back interested in completing this
assignment?" I quickly ask in an effort to hide my embarrassment. "You need some
incentive to get your attention back to work." "I'll make a deal with you Miss
Waye" Francis replies. "I'll finish this assignment for you if you'll promise to
pose for some pictures for me" Francis adds with an enthusiasm I have not seen
in him before. "Well, Francis you flatter me but I don't think that would be a
good idea" I answer and I see the disappointment in his face. With a feeling
that I was failing at my effort to win over this boy's interest I continue, "but
if you do a good job on this assignment I will let you take a couple of pictures
of me" I quickly add, "but not any like the pictures you showed me!" "Okay Miss
Waye" replies Francis smiling broadly. "You have a deal!" The next day after
class Francis greets me in the hall with a cheerful, "Hi, Miss Waye. What did
you think of the presentation?" "Francis, you know I was very pleased" I reply.
"Yours was the best in the class." "Then you won't go back on your deal, will
you?" Francis asks with a slightly worried look on his face. Determined not to
fail with this boy I say "No Francis. I made a promise and I never go back on
promises. Do you want to take the pictures now before I leave for home?" "Well
Miss Waye, I would like to get some really good pictures and my Uncle has a
studio near where you live and he said I can use it as long as I didn't mess it
up. I want these to be the best pictures ever so could you meet me at the
studio? Its on the corner of Central and South Locus, only a couple of blocks
from your apartment." "Okay Francis when do you want me to be there" I reply
thinking, if I turn him down I may lose all the ground I gained. "My Uncle said
I could use it anytime after six in the evening so when can you be there?" "I
have to stop at the store so I can be there tonight about seven-thirty if that's
not too late for you." I answer with an uncomfortable feeling and wanting to get
this over with as soon as possible. "Okay Miss Waye. I'll see you there tonight.
Just knock on the front door and I'll let you in." by DaChe and Milton
PART II
I must admit that I faced my appointment with Francis with ambivalent
feelings. On one hand I wanted to preserve the faith that he was beginning to
show for my efforts at helping him academically. On the other hand the thought
of being alone with him and having him take photographs of me was titillating. I
felt the first warm glow of need and I knew my pussy was starting to get a bit
wet. As the time for our appointment approached I undressed and decided to take
a nice relaxing shower. The spray from the shower played against my body. I
began to soap myself and luxuriated in the creamy feel of the soap against the
sensitive skin of my milky breasts. I felt a warm glow begin to build in my
belly as I gently kneaded first one and then the other mass of yielding flesh. I
know that my breasts are striking. Full rounded globes of soft, flawless, creamy
white skin set off by deep brown nipples that are at least an inch long. Almost
without thinking I began to twirl my slightly swollen nipples between my
fingers. It felt sooo very nice and the longing in my loins became more
insistent. Almost as if they had a mind of their own, the soapy slick fingers of
one hand dropped between my thighs and began an intimate exploration of my
aroused pussy. I let my fingers trail tantalizingly over the sensitive flesh of
my puffy outer lips. Around and around they made their pleasure provoking
journey. Soft moans began to escape my lips. I spread my legs even further apart
and began to gently massage my swelling love button. One and then two fingers
slipped into my hot sheath while my thumb circled my aroused clit. I felt the
heat building in my belly and my hips started to hump against my fingers. They
swirled against the soft wet walls of my cunt and I was lost in the insatiable
desire for release. OOOHHHH..NOWWWW I cried and I bucked hard against my fingers
and thumb. My lower body was racked with the spasms of my passionate release. I
slowly regained my composure, finished showering and prepared to dress for my
"modeling" session with Francis. As I knew that Francis wanted to take
provocative leg shots I thought that I would select some appropriate attire. I
searched through my lingerie drawer and finally selected a lacy black garter
belt and very sheer and silky dark hose. I put these on, enjoying the feel of
the sleek nylon as it slid up my legs. Then I found a pair of very thin black
bikini panties and a pair of my highest heeled black shoes. I looked at myself
approvingly in the mirror. The panties did little to conceal the pouting lips of
my cunt. And the hose and high heels showcased the sensuous curves of my long
tapering legs and full lush thighs. I then selected a transparent nude colored
bra. My full succulent breasts strained against the thin material. The dark
circles of my aureole and the thick brown stalks of my sensitive nipples were
clearly visible. In fact, I thought, the gossamer transparency only made my full
pliant tits more inviting and desirable. I thought of how Francis might respond
to this outfit, and that demanding need in my crotch began to assert itself
again. To complete the ensemble, I put on a white satiny blouse and a tight
black mini skirt. The blouse was open enough at the neck to allow an ample
amount cleavage to be visible and if I leaned forward the thinly veiled curves
of my ample breasts with their elongated nipples would be clearly visible. The
skirt was short enough so that when I sat down and crossed my legs an enticing
amount of my curvaceous thighs came into instant view. I knew on one level that
I was supposed to be simply motivating a student to achieve academic excellence.
However, the thought of being a cheesecake model for Francis had ignited a glow
in my body that was becoming more and more demanding. In this frame of mental
confusion and physical longing, I put a light coat over my rather sexy attire
and headed for the studio. I arrived about 7:45. Although there were lights on
in the studio the door was locked. I knocked and Francis appeared from the back
of the shop almost immediately. He looked a bit nervous and awkward when he let
me in. "Gee, I'm glad you really kept your promise Miss Waye", he said. "I was
beginning to think that you wouldn't show up". "A promise is a promise", I
replied. "And you did keep your end of the bargain so it's only fair that I keep
my part. Now if you will show me where we are going to take these pictures we
can complete the arrangement and I can get back home to do some work" Francis
locked the front door and led me to a studio room in the rear of the store. It
was complete with all of the photographic equipment that I could possibly
imagine. Against one wall of the studio was a rather large velvet covered couch.
Actually it seemed to me that it was more like a day bed than a couch. I touched
it and the material felt very rich and soft. "Shall we get started?" I asked.
And with those words I removed my coat. I looked at Francis and he was
speechless. "Err... ah...you look beautiful" he stammered. His eyes were riveted
on the swell that my tits created as they pushed against the satiny whiteness of
my blouse and by the amount of silk clad leg that showed beneath my black skirt
. His face had become rather flushed and there was a noticeable bulge of an
already aroused cock in his jeans. "Where should I sit?", I asked calmly as I
was now certain I was in complete control of this situation. I was also certain,
from the wetness seeping out of my hungry pussy, that I could not let this
modeling session end without the feel of that hard cock trusting deeply inside
of me. The thought of seducing Francis was making me hornier by the minute.
Francis was barely able to speak. "Oh..err..on the edge of the sofa would be
just fine" I sat down as directed, put my arms behind me and leaned back. This
position caused my slightly swollen tits to push even harder against the fabric
of my blouse. I knew that the outline of my hardening, dark stalk like nipples
were very apparent. Then I teasingly crossed my legs and allowed the hem of the
miniskirt to slide upward so that the tops of my hose came into view. I pushed
the skirt up a bit and Francis was treated to the sight of my creamy lush
thighs. Their alabaster whiteness made a stark and exciting contrast against the
blackness of my sheer hose. I thought Francis was going to fall over. He
couldn't take his eyes off of my body and it was obvious that his tool was as
hard as a rock. He made no move to start taking any photos. He just stood there
mesmerized and breathing very hard. Knowing what effect my lush body must be
having on this young boy was driving my own passion even higher. I could hardly
keep my hands away from my love tunnel which was now literally dripping its
sweet juices. I thought back to that day in the study hall and slowly uncrossed
my legs, giving Francis a long look at my bare inner thighs. I then started
swinging my legs open and closed, just like I had done those years ago. Each
swing I opened them a little further until I was sure that he was able to see
all the way up my skirt to those thin black panties. I watched his hand move to
the front of his jeans to rub the hard lump there, even though I'm sure he
wasn't aware that he was doing it. "Are you alright, Francis", I asked in a soft
voice. He sort of gulped an inaudible response. "why don't you sit down here
beside me for a minute? You seem to be a bit upset just now". Francis accepted
the invitation and sat down beside me on the sofa. "I thought you had seen a
woman's legs before this". Francis blushed and shifted uncomfortably. The lump
between his legs seemed to be even larger then before. "No Miss Waye", he
finally replied. "The pictures that I showed you the other day were different.
The cheerleaders all show their panties all the time so it was no big deal to
take those and the girls on the stairs didn't know that anyone was taking their
picture. The one of the girl holding up her skirt I photographed from a
magazine. I haven't really taken any pictures using a real model before". "Why
don't you call me Karen", I said gently. "At least while we're here". I took one
of his hands in mine. It was almost clammy with sweat. "Gee you really are
nervous Francis. I'm sure that you have been on dates before. Have you ever
kissed a girl?" "Yeah,,sure I have", he said with just a hint of bravado in his
voice, "But none of them ever looked as beautiful as you do." His eyes dropped
to my legs. My skirt had ridden up enough to show a couple of inches of bare
thigh above my stockings even from this angle and he started to get flustered
again. I was getting so hot and aroused that it was becoming difficult for me
keep control. "Would you like to kiss me, Francis?", I asked. He just sort of
looked at me. His eyes were glazed with the passionate longing that I had
stirred up in him. Francis didn't answer but turned toward me, rather clumsily
put his hand on my shoulder, kissed me very quickly and pulled away. "Is that
how you have been kissing your girl friends?" Francis sort of nodded. "Wasn't
that right", he inquired. "Not quite Francis. Here, let me show you how to
really kiss a girl." With that I put my arms around his lean body and pulled him
against me. My full lips found his and I kissed him long and hard. I forced my
tongue between his lips and Francis' mouth opened a bit. Instantly, my tongue
entered his mouth and began dueling with his tongue. He pulled me even closer to
him and I knew that he could feel the swell of my lush tits against his chest.
He was breathing rather hard and his eyes were tightly shut. I put my hand on
that inviting lump between his legs and gently rubbed his throbbing prick.
Francis shuddered and a deep throated moan of pleasure escaped his lips. "Does
that feel good?", I asked. "Ohhh Ohhh Miss Way..er ah.. Karen I've never felt
this way with a girl.. never.." "Do you like the way my breasts look, Francis?"
"Oh yes", he gasped. "Would you like to touch them?" With that question Francis
lost all control. "Please let me", he pleaded, "but I really don't know what to
do." "Unbutton my blouse", I instructed. His hands were shaking so hard that I
had to help him accomplish the task. I slipped the satiny garment off and sat
there with my aroused tits and nipples clearly visible through the transparent
material of the bra. I knew the dark brown of my partially hard nipples made an
enticing sight against the creamy whiteness of my swollen ample globes. His cock
gave a perceptible lurch against my probing fingers. I placed his trembling
fingers against one hungry tit. "Gently knead it", I told him. "Slowly and
softly milk them". Francis began to fondle the soft, pliant yielding breast.
Rather clumsily at first, but with a few minutes he was doing quite a good job
of getting them to swell even more in response to his manipulations. "OHHH
Francis, that feels soooo gooood. Now take your thumb and forefinger and roll my
nipple between them." When he began to massage my long sensitive nipples they
instantly became as hard as stone. The sensations he was providing were running
from my tits directly to my steaming hole. A dark circle of wet must have been
spreading on my black panties. "Ahhhhh", I moaned.."do the other one..Now!"
Francis obeyed without any further urging. A few minute of this stimulation was
all that my breasts could stand. I had to feel his hands directly on my flesh. I
gently removed his hands and a disappointed look appeared on his face. "Did I do
something wrong?", he asked. "OH NO," I replied. "I just want to feel you
touching me without anything in the way", I said reassuringly. With that I
reached back and undid my bra and slowly removed it. Then I raised my hips and
removed my skirt. He immediately returned to the task of fondling my swollen
luscious tits and rolling my long stony nipples between his fingers. I was going
wild with need. "Kiss me," I said and his lips closed over mine. This time his
tongue slipped into my mouth and swirled around mine. My hand moved between my
wide spread thighs and began massaging my puffy cunt through my panties. Francis
stopped kissing me long enough to watch my hand at work on my pussy. I pulled
aside the soaked crotch of my panties to show him my bare cunt and my finger
slid easily into my hot wet hole. I began to grind my hips against my invading
finger. I knew that if I didn't do something that I would quickly lose control
over the situation. With a great deal of will power I pulled away from his
embrace. "Now Francis", I said I think it's time that you undressed. After all
you have been looking at my body and I haven't seen yours. Francis looked
embarrassed. However, he was so turned on at this point that I knew he would do
whatever was asked of him. He quickly stood up and removed all of his clothes.
At the sight of his body my love tube began to ooze even more then before. He
was lean and very muscular but my center of focus was his cock. It was fully 9
inches long, appealingly thick and was as hard as granite. There was a drop of
pre-cum already evident at the tip of its purplely swollen head. I knew that it
would not take very much stimulation for Francis to have his first climax. That
was my plan. As much as I longed to feel that wondrous pole filling my belly, I
knew that I must be patient. "Lie down beside me", I told him. As soon as he had
done so we started to kiss again. Hotly and passionately. My fingers closed
around his thick shaft and I began to run them up and down its length. So very
lightly and teasingly. I thought the boy was going out of his mind. His body
began to hump against my fingers and he was literally gasping for breath. I knew
he could not take very much more of the stimulation I was giving him. So after a
moment or so I broke our kiss and shifted my body so that my face was directly
over his pulsing tool. Without hesitation my lips closed over the engorged head
and then slipped down to the throbbing shaft. Slowly I moved my mouth up and
down the full length of that wonderful young cock. As I did so my tongue swirled
around it. I could feel the blood pounding in his rock hard tool. I placed the
tips of my fingernails against the sensitive flesh of his balls and began a
tickling movement. Francis was heaving and twisting beneath me. As I predicted,
after only a minute of my oral assault, Francis screamed out.."OHHHH MYYY
GOODDDD I"MMM EXPLODDDINNGGG." With that, his body jack-knifed against me and
his prick really did explode. Jet after jet of cum shot out and I sucked in
every sweet drop. Francis twitched several times and then sort of collapsed
backward. "Karen," he sighed, "I never felt anything like that before.. never."
"Did I make you feel good, I asked?" "It was wonderful," he replied. "Then don't
you think you should do the same for me?" I asked? Francis looked at me with a
quizzically innocent expression on his face. "Errr..ahh..I don't know what you
want me to do", he kinda mumbled in embarrassment. "Just do what I tell you" I
said and the thought of the power I had over this vulnerable young man almost
made me cum. "Kiss me Francis", I directed. In a short time Francis had become a
rather proficient kisser. His lips were mashed against my soft red ones and his
tongue was exploring my mouth with increasing insistency. Without being told he
had reached for my aroused breasts and was sensuously fondling them. "Kiss
them....and suck them", I said and he immediately did so. His hot mouth and
tongue were driving me to even higher heights of passion. I guess on instinct,
he sucked one of my protruding nipples into his mouth. Gently placing his teeth
against the exquisitely sensitive tissue he gently racked over its entire
length, from base to tip."OOHHH YESSS", I moaned "Keep doing that.. do both of
themmmm...YOURRR DRIVVVINNGG MMEEE CRAZYYY" My tits were swollen with need and
Francis had my nipples as hard as I could ever remember them being. I was
beginning to writhe in response to the ebullient feelings he was drawing from my
body. My pussy was so hot and wet that I had to have release from the lust that
had now taken complete control of my mind and body. "Take off my panties", I
said, raising my hips up off the couch. He gingerly took hold of the waistband
and ever so slowly began sliding them down. I felt him shudder when he saw my
brown curly patch of pubic hair, then audibly gasp as he got his first look at
my swollen pussy lips. He finally got them down and off my legs, then just
stared at my exposed cunt. I spread my thighs as far apart as was possible. "Now
start kissing and tonguing my pussy", I moaned. I think Francis was afraid to do
what I had asked. But after a moments hesitation I felt the hesitant pressure as
his lips first touched those of my swollen cunt. "That's it...Thats it", I said
encouragingly. And I spread even wider to give him as much access as possible to
my aching love nest. Francis was an apt pupil. Within a very few minutes he
learned what actions to take to evoke an involuntary twitch from my body. He was
very good. His tongue swirled around the outer lips of my cunt and then he would
make it stiff and plunge as far as possible into the smooth wet heat of my
sheath. I wrapped my legs around his head to draw him even tighter against the
core of my passion. And my hips were grinding back against his invading oral
member. Mindless noises were coming from me and my head was tossing to and fro
in response to my overwhelming desire. Then by accident his tongue flicked over
my distended clit. I have never had such a thrill. "OHHHH YESSSS THATSSS ITTT....THATSS
THEEE SPOTTTT...DON'TT STOPPPP...PLEASEEEE DON'TTT STOPPPPP....MAKEEEE MEEEE
CUMMMMM.... MAKEE MEEE CUMMM NOWWWW. KKKEEEPPP LICKKKINNNG MEEEEE!!! My reaction
drove Francis to even greater efforts. Remembering what he had done to my
nipples, he captured my aroused clit between his lips and sucked it..just as I
had sucked him. Then he gently raked it with his lips and teeth..again and
again..I was uncontrollably thrashing in ecstasy. My body had a mind of its own
and my hips were bucking furiously against his mouth and tongue. My face was
flushed with pure passion and I tossed my head mindlessly from side to side.
That indescribable hot, light weightless feeling became more and more
intense..And then it was there....IIII'MMMMMM CUMMMINGGG.. I'MMMMM CUMMMING...I
screamed. I ground my gushing cunt furiously against Francis's mouth. I jammed
my lust bloated clit against the stiff blade of his swirling tongue. OOOOHHHHH
GOOODDDDD KKKEEEPPP DOOOINNG IIITTTT I screamed.I didn't want this climax to
ever end.My legs had his head trapped against my spasaming slit and I poured
streams of love juice into his eager sucking mouth. Gradually my spasms of
release subsided and I fell back contentedly onto the sofa. I laid there for
several minutes. My eyes closed, enjoying the sweet afterglow of my climax. "Are
you okay, Karen?" Francis's voice brought me back to reality. "Of course", I
said "And that you were wonderful". I looked over at my young friend. He was
lying on his back next to me and I was delighted to see that his oral
ministrations to me had also affected him. His cock, still moist from my
previous oral assault had returned to a state of stiff attention. I trembled in
anticipation because nothing gives me a greater delight then feeling myself
being penetrated by a troublingly hard tool right after I have been on the
receiving end of some delicious oral sex. "My,My, what have we here?", I
chuckled and gently wrapped my hand around his stiff shaft. I began to teasingly
caress it. Softly milking that turgid instrument from its base to its glistening
swollen head. While I was doing this I placed my other hands on his sensitive
balls and began to tease them once again with my fingernails. It only took
several minutes of this exquisite torture for Francis to begin to moan deeply
and begin to gasp. His hips started to grind against my fingers and I knew that
I had best cease my caresses or Francis would cum right there. I straddled
Francis with my long, nylon clad legs and placed his throbbing cock against the
lust hungry, puffy lips of my love tube. Slowly, I forced myself down on that
wonderfully hard prick. I guess the feel of my warm, velvety, love slick walls
against him was giving Francis equal pleasure. Because his pelvic area suddenly
lurched upward and I felt that cock push into me to the maximum. My belly was
engulfed with that delicious feeling of fullness. Very slowly, I began to raise
and lower myself on his throbbing joy stick. I shifted slightly so that with
every thrust I could feel him rub against my engorged steamy clit. Then I could
not help but increase the tempo of my movements. Up and down, in and out. I
would lift myself so that only the tip was in my pussy and then thrust down
hard. Feeling its veined length slide against my clit and deep into the wetness
of my hot cunt. Before long I was fucking Francis as fast as I could go. I was
totally lost in a sea of ebullient passion. I kept feeling like I was rising
higher and higher. It was wonderful. Francis was moaning and writhing beneath
me. Grinding his pelvic area against me with every thrust of my hips. I looked
at his face which was contorted with lust and I knew he was getting closer also.
Suddenly his body tensed and his thrusts became even more violent. And then I
was there..Stars exploded in my brain..OOOHHHH GODDDD, I literally screamed....KKKEEEEPP
FFFUCCKKINNGG MMEEEE... FUCCCKKKK MEEEE HHAAARRDD.... I'MMMM CUMING ...I'MMMMMM
CUMMMINNG. I could feel the walls of my pussy spasming around his rock hard
prick while my pelvis ground against him in uncontrollable twitches. Then
Francis gave a scream jammed himself hard into me and I felt his cock swell and
then explode inside of me..shooting stream after stream of cummm...his body
jerking against me with every release of fluid that at last extinguished the
flames of desire that had been pent up for so long a time. After many minutes we
both returned to reality. His now flaccid dick was still entrapped in my
drenched pussy..I gave him a long, deep kiss and said, "We didn't get any photos
tonight Francis. I guess we had best schedule another modeling session". But
that's another story.
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