6 comments/ 61522 views/ 10 favorites Ms. B By: gdavis Walking into her classroom was like walking into a memory. It had been ten years since I was a student seated two rows from the front, my eyes intently studying the sway of hips as she paced back and forth lecturing on subjects I can now scarcely remember. Yet the only noticeable difference was that everything seemed smaller, a change caused not by any actual alteration, but by the fact that at twenty-three I was no longer a little boy. The same sweet vanilla scent permeated the room. The same boisterous posters and drawings adorned the wall. And I felt those same butterflies in my stomach when I saw her seated at her desk. It took her a second to recognize me after I walked in, but when she did that same bright smile emerged on her lips. Even ten years later it still made me feel warm. "Darren Gray? Oh my god, I can't believe its you," she exclaimed as she rose from her desk and walked over to me. While no longer the fresh faced twenty-five year old of adolescent dreams she still retained a sparkle in her eye which added a girlish feistiness to her fine facial features. And even the oversized, bright red sweatshirt covering her torso, couldn't conceal her magnificent curves. It was easy to see why I was so infatuated with her as a kid. "Mrs. Brently, I couldn't resist stopping in to see you," I said as I watched her approach. Her frame wasn't as trim as it once was and as she came closer I could see on her face the strain of teaching thirteen year olds for ten years, but to point out those slight imperfections wasn't to claim that she was still anything but undeniably beautiful. She gave me a quick hug, and I couldn't help but feel a slight thrill at the touch of her full breasts, the same ones I had I had tried to imagine naked a thousand times, pressed against my chest. "What brings you back for a visit?" she asked looking me directly in the eye. Even more than the feel of her body, the way she looked at me set my mind racing. It was a look I recognized immediately as the look given by a woman attracted by what she sees. "You mean other than seeing my favorite teacher?" I responded with a long rehearsed line. It worked just as I hoped it would; she smiled in response, even blushing slightly. "I'm volunteering as a mentor for one of the students here." "One of my students?" "No, I'm afraid he isn't as lucky as I was," "You're too kind," there was a bit of an awkward pause, "Well you look really good, I can't believe that you are the same shy, skinny little kid whose only wish was to become a fireman," she said nervously moving a few strands of hair away from her face with her left hand, a hand unadorned by a ring. "Thanks, you look pretty good yourself." "Me? Please, I probably look like a mess," she replied smoothing out her clothing. "Not at all, I bet all the boys in your class are still crazy about you." "And what makes you think that?" "Well, I was one of those boys and you look as good now as you did back then." She gave me an almost shocked look, "You certainly aren't shy anymore, are you?" she commented. "So did you realize your dream?" she asked in an attempt to change the subject. "Are you the fearless firefighter that you always wanted to be?" "Ha," I laughed, "No, I'm afraid that dream died a while ago." "So what do you do?" "Well, I just graduated college about a year ago. I'm managing a bar with a buddy of mine while we work on developing a video game." "Videogames, huh? One of those ultra-violent blood fests that my students like to play?" "Not really, it is more of a puzzle game. It is based on a little game that we developed in college." "Sounds interesting, you'll have to show me it when you finish." "If you're computer is hooked up to the net I can show you the original game right now." "Sure," I entered our site and downloaded the game onto her computer. "The idea of the game is to create patterns out of these blocks. The music lets you know if you're on the right path or not." "So you have to listen to the music to see if you're putting the pieces in the right position?" "Exactly." "Actually sounds pretty educational." "Well, don't let the kids know that." She gave a healthy laugh at the joke as she sat down in the chair. I leaned over her to click the start button. I could tell she was holding her breath as I was only inches from her face. I could also tell that she was closely examining my face. Before pulling away I turned my head to her, my lips only inches from hers, "Are you ready?" I asked and from the flush of her face I could tell she heard both questions. Finally, I leaned back and I could hear her slowly exhale. The game started and she easily moved the first few pieces to the right spot, but as the pace of the game increased she quickly lost the rhythm and the music went quickly off key, "Here let me help," I said placing my hand over her hand on the mouse. I could feel her eyes fall immediately upon my large hand covering her delicate fingers. She was obviously distracted by my touch, but steadily as I fixed her mistakes and the music harmonize once again she turned her attention back to the game, "I get it now," she exclaimed. Her hand squirmed to regain control of the mouse. I relinquished my control drawing my hand up her arm and placing it on her shoulder. Enthralled by the game she finished the song, "That's actually a lot of fun, although I better watch myself I might get addicted." she said smiling up at me. "I'm glad you enjoyed it." She stood up from the chair, "Well... I better get going," I said after a moment of awkward silence. I was tempted to make a move right there, her eyes were practically begging me to, but the timing seemed off. "Yeah I guess so," she responded breaking the gaze between us. "I hope you stop by again. I mean whenever you volunteer here," she added trying to step back from the interest her first sentence conveyed. "I'll be here every Wednesday," I responded casually. "Good I'll see you on Wednesday then." I showed up around the same time the following Wednesday. Unfortunately, she wasn't alone this time. It looked like a mother of one of her students was meeting with her. While I was disappointed to see the other person there I was happy to see that Mrs. Brently had obviously dressed up for me. Nothing too provocative for a seventh grade English teacher, but still sexy; a knee length black skirt and a form fitting red blouse. Her hair was stylishly done, lustrous waves of auburn hair, and whereas she was wearing almost no make up the week before she obviously had spent some time perfecting her look today. She looked radiant. She peeked over and smiled at me momentarily when I entered the room before putting back on her serious face and turning her attention back to the evidently fretting parent in front of her. She said a few things to comfort the mom as she walked her to the door. I noticed her slyly lock the door as she closed it. Once the mom was out of the room she was all smiles for me. "You came back," she said trying to sound surprised at my return. "Like you didn't know I would," I answered not letting her off the hook. "You look very nice today, Mrs. B, not that you didn't look great last week, but you look amazing today." "Didn't you grow up to be quite the flirt?" she teased. "Just being honest." "Well don't get too carried away, I was your teacher." "Even more reason to get carried away." There was another lapse in the conversation, I was afraid that I was being a little too aggressive. I looked around the room and saw that she had a Jeopardy board drawn on the chalkboard. "I used to love playing Jeopardy in your class." "If I remember correctly you used to always win." "Just trying to impress you Mrs. B." "If you're going to flirt with me at least call me Susan, I don't think I can handle hearing Mrs. B." "Whatever you want Susan." "Think you can still answer all the questions in the game?" "I hope so otherwise that English minor I picked up would be pretty worthless." "Sounds like you're pretty confident. You know these questions are a lot tougher than when you were here, might be hard for you." "Put me to the test and see." "Okay, first question; Finish the sentence: Of Mice and Men took place during the ...?" "Great Depression." "Correct. Just wanted to start off with an easy one to make sure video games hadn't killed all your brain cells." "Next question...." she began but I stopped her. "Wait, shouldn't I get some reward for answering it right?" "Reward?" she said giving me a suspicious, but playful look. "Yeah a little truth or dare." "Truth or dare? I haven't played that since I was..." "You still look pretty young to me." I interjected to stop her from making an excuse. "Okay, I'll play along, just don't get any wild ideas?" she said acknowledging my intentions. "Truth or dare?" "Truth." "Are you single?" She laughed before answering, "Yes, I'm single." "Good. Next question?" "What was the name of the African American man Atticus defended in To Kill a Mockingbird?" "Tom Robinson." "Correct, I guess I should've made these questions a little harder." "Truth or Dare?" "Truth." "Do you find me attractive?" She hesitated before answering, "A little cocky, but yes, you are an attractive young man." she placed an emphasis on young as if trying to lessen her approval. "I'll take that answer. Next question?" "In Pride and Prejudice what was the name of Elizabeth's younger sister who marries Mr. Wickham?" "Ha, I don't think its fair to use Jane Austen books as questions." "So you don't know the answer?" "Not the slightest clue." "Lydia. My turn, truth or dare?" "Dare," "Why am I not surprised," she responded. She paused as I could tell she was mulling over the possibilities. I couldn't suppress a grin as I thought about what dares I would be asking her if in the same position. Unfortunately, as if reading my mind and deciding to do the exact opposite she said, "I dare you to pick up these two spare desks and move them to the back." "That's more of a chore than a dare." I protested. "No complaints, you have to play by the rules." she admonished. Disappointed I picked up the first desk. The desk was actually pretty heavy and I could feel my arm muscles strain as I lugged it to the back. As I picked up the second one I noticed her eyes fix upon my now bulging bicep and forearm. I could tell by the attention she gave my arms that it had been awhile for Mrs. B. "Next question?" I asked once done with the second desk. I was eager to obtain some retribution. "In Ulysses Stephen Dedalus represents what character from the Odyssey?" "Now that question really isn't fair." "Haven't made your way through Ulysses yet?" "Its on my list of things to do." "Well the answer, wait I don't want to spoil it for you." "I guarantee you that you won't." "The answer is Telemachus. Truth or dare?" "Dare." "I like this, I could use you to clean my entire room," she said, but I could tell that again she was considering her options. This time I successfully suppressed my grin. Finally, I could see a hint of mischievousness in her eyes when she finally said, "I dare you to take off your shirt." "Is that all?" I responded confidently. "That's all," she replied in mock exasperation. I casually lifted my shirt up and over my head. I'm no Adonis, but I'm confident in my athletic build and was in no way embarrassed to be standing in front of Ms. B without my shirt on. I was excited by the fact that she was being so forward. I was worried that I would have to make the first move. "Next question?" "In the Great Gatsby what was the name of the narrator?" "Umm... Nick Buchanan." "Incorrect. Don't think I don't know what you're doing. Truth or dare?" "Dare," I answered placing my hands on my belt buckle ready for her to ask me to remove it. "I want you to erase the chalkboard." "What?" "Winner picks," she said brightly letting me know it wouldn't be that easy. I picked up the eraser and started wiping away the meticulously drawn Jeopardy board. I could feel her eyes following me, observing my taut muscles flexing as I rubbed the eraser across the board. "Next question," I asked once finished. "In Hamlet how was Hamlet's father killed?" "Poison in his ear." "Correct, and I pick truth." "When was the last time that you pleasured yourself?" I asked calmly, but inside I was unsure if the question was too much, but at the same time I wanted to scare her off of the truth questions. "Is that a question you would ask your teacher?" "Maybe not, but it's a question I'm asking you." "Should I take offense?" "No, you just need to answer the question, rules are rules." "Yesterday," she said quickly crimson faced. "Did you think about me?" "That's another question." "I guess I'll just have to answer another one right. Next question." "What is the opening line in T.S. Eliot's The Waste Land." "I don't think that is one of your student's questions." "But I'm now asking an intelligent, college educated, video game designer." "April is the cruelest month." "Correct, I'm impressed you did actually learn something in college." "Truth or dare?" "I'm probably going to regret this, but dare." "Take off your blouse." "Why am I once again not surprised?" She walked past me to the door and placed a piece of paper over the small window on the door. Safe from prying eyes she turned back around and button by button undid her top revealing the milky flesh of her voluptuous breasts straining against a black satin bra. "Nice bra." "I thought you would like it." "So you were thinking about me," I quipped, then added before she could object, "Next question." "Well since you are such a big fan of Jane Austen, what was the name of the man who marries Marianne in Sense and Sensibility" "Colonel Brandon." "So you have read Jane Austen." "And I guess it really paid off. Truth or dare?" "Dare." "I dare you to kiss me," I said. I knew she was ready, so I didn't even hesitate to ask. "I think I can manage that," she said stepping up to me. I could see the desire in her eyes as she focused on my lips, slowly leaning in until our lips lightly touched. I pressed forward pushing our lips together in a firm kiss. Both our lips parted and we kissed passionately. I placed my hands around her hips and held her close as our lips separated, "Next question?" "What was Shakespeare's first play?" "I have no idea." "Well I guess I win, truth or dare?" "Wait what's the answer?" she thought about it for a seconds and then laughed, "You don't know either do you," I playfully asked squeezing her to me. "I don't," she laughed. "Well in that case I win by default." "What does that mean?" "It means I get to ask for a reward." "What reward do you want?" "Just another kiss." "Is that all?" she asked leaning in to kiss me, but I stopped her. "Not there," I said motioning downwards to let her know where I wanted my kiss. "And you think I will?" "Like you said we have to play by the rules, right?" "You've become quite the little shit, haven't you?" "Just playing by the rules." "Well, let's see if your penis matches your ego," she challenged. I was already hard, but I swear I grew another inch when she dropped down to her knees in front of me and reached for my belt. She wasted no time dropping my pants and pulling down my boxers freeing my stiff cock. I could tell by the flash of her eyes that she was impressed. "Does it?" I asked unable to resist hearing her praise. She ignored my comment, instead she lustily stroked my cock. "I guess it does," I needlessly added. "You better watch yourself, there's a thin line between cute and annoying," she replied sternly, but giving me a look that was anything but harsh. "Agreed, I think we're doing too much talking." She smiled back up at me before turning her attention back to my throbbing cock standing in front of her. She flicked the head with her tongue causing my cock to twitch like it had just been shocked. She did it again, as if fascinated by the reaction of my sex to her touch. She looked up at me with those deep brown eyes and watched my reaction as she took the head of my cock into her mouth and swirled her tongue around that ultra sensitive region. I tilted my head back and took a deep breath exaggerating my response as to encourage her to continue. She must have bought my act, because she did it again, this time allowing her to tongue to languorously swirl around the head. She looked up at me again as her right hand casually pumped the shaft of my cock, "Enjoying?" she asked evidently taking some satisfaction in my pleasure. I nodded my head in silent response. She turned her attention back to my cock, this time engulfing the head with her soft pliant lips and sucking. It felt amazing, and it only felt better as she slid farther down my cock until she was halfway down my shaft. She drew her head back up and used the newly acquired slickness of my shaft to firmly pump my cock while she used her tongue to toy with the head. I closed my eyes and allowed the sensation to overwhelm me. She never took me further then halfway in, but it still felt incredible. She even massaged my balls with her free hand which helped further me along the way to a paralyzing orgasm. My entire body clenched up as I exploded inside her mouth. She didn't even flinch, swallowing my entire load. "Jesus, that was incredible," I sighed still flushed with warmth. "I'm such a slut," she joked standing up to kiss me. Her lips were warm and juicy, and I could taste a hint of myself on her tongue. "You were great Mrs. B," I teased while lifting my pants back up. She pushed me playfully and laughed, "Don't say that. I already feel dirty enough. I don't need to be reminded that I am your teacher as well." "You were my teacher. I've had plenty of teachers since." "Oh, yeah, what did they teach you?" she coyly asked catching my hint. "Let me show you," I said leading her back to her large desk. I grabbed her by the hips and lifted her onto the edge of the desk. She leaned back and watched as I dropped down to my knees before her. I could see the anticipation dripping from her eyes. Calmly in control I took my time sliding my hands up her skirt, bunching it above her waist, exposing her lacy black panties. I kissed the tender flesh of her inner thighs and felt her skin tremor at my touch. I hooked my fingers under the band of her panties and she lifted her hips up so I could slide them off her body. As if suddenly feeling a tinge of timidness she pressed her legs together, "Its been awhile for me," she said almost apologetically. "Don't worry, I'll be gentle," I joked causing her to smile and relax her thighs. I guided her legs apart and revealed the flower between. The garden was nicely trimmed, a slim patch of hair around the bloom. Her lips were already swollen and split open with nothing more than a light stroke of my finger. She gave a shiver upon that slight contact. "Don't tease me," she begged. I smiled, satisfied in the knowledge that I had complete control of her. I delved between her moist slit, just entering the tip of my tongue. I breathed in her scent, she was so moist. She placed her hand on the back of my head letting me know the urgency of her desire. I enjoyed teasing her, but was also eager to please. I licked the length of her slit and boldly slid my tongue inside of her. She trembled with pleasure, "Oh Yes!" she quietly moaned. Her legs raised up and rested on my shoulders as she leaned back further on her desk. I looked up and saw that she had slipped her round breasts out of her bra and was steadily rolling her nipples with the palms of her hands as she watched me between her thighs. Ms. B Redux It was about a week after my visit to Ms. B, and her friend Margaret, in her home town. I was reminiscing about the things we had done, and this was keeping me distracted at work. I found, to my chagrin, that I was working myself up into quite a state of arousal at some of the most inappropriate moments. I was sitting in the Department of Motor Vehicles Office, waiting, along with a hundred or so others, for my number to be called so I could request a print-out of my driving record. I was passing the time reminiscing about what went on under the table at the park where B was volunteering, how I thrashed around with Margaret there, and about the show that B put on for me afterwards. I quickly realized that I was rock hard, and I tried to hold my newspaper in such a way as to conceal my erection from the rest of the room. As luck would have it, my number was called at just that moment. I thought it would be more conspicuous to be walking along holding a newspaper over my crotch than to just make a dash for Window 17, so I did the latter. I saw a good-looking woman in her 40s gazing at me and my boner with frank interest. I might have gazed back, were it not for the fact that I needed to get my print-out and go back to work before the end of the lunch hour. It was becoming apparent that I would have to get the whole thing out of my system, so I sent Ms. B an email requesting a date for a phone call the following afternoon. She responded within a few hours, indicating that she was all for it. As the hour approached, I showered, then contemplated putting on a robe. Deciding against it, I walked naked into the kitchen where I made myself a tequila sunrise, and then I went back to the bedroom. I took a couple of leisurely sips from my drink, and then dialed Ms. B's number. "Hello?" she answered. "It's me," I said. "Oh, good!" she said. "I've been thinking about you. It makes me a dangerous driver, I'm afraid.The scenes in my head were distracting me from what was on the road. I'm happy to hear from you. I'm really ready to talk." "Me, too," I said. "I almost called you earlier today. I was driving, and thinking about sex, and well, you know. I was wearing a short skirt. I couldn't seem to keep my right hand away from my special place. And I was getting pretty heated up, and I wanted you on the phone with me, but I couldn't use my left hand to call, because I needed it to steer the car. And I kept looking for a place to pull over, but I couldn't find one where I would have a little privacy. So now I'm sitting on my sofa in a T-shirt and panties. Would you like to know what else I'm doing?" "Absolutely," I replied, as I felt my cock stiffen. "You sound like you really want to know," she said, and giggled. "Yes. Yes, I do," I said, with a touch of hoarseness in my voice. "Well, I've been thinking about what happened when you came to visit me." She paused. "And?" "Well... I've been thinking about how Margaret, you know, ate my pussy." B hesitated, and then continued. "I was shocked. If she had asked me, I would have said no. I'm glad she just did it. But I haven't talked to her since. I think we were both embarrassed and we're afraid to see each other." Another pause. "Did you find it exciting?" My cock was fully erect now, and I groaned into the phone. I was contemplating whether to begin to stroke it, but I waited to see what B would say next. "I'll take that as a 'yes.' And you know what else? I've been thinking about how I masturbated in front of you. I've never done that before, either, at least not to the point of making myself cum. Having you watch me was very hot!" "I loved it. Are you touching yourself now?" I asked. I wanted her to say yes, so I could do it myself. "All right, if you insist, I'll tell you. I'm rubbing my pussy very slowly through the panties, and the panties are getting very wet. The panties are made of black silk. The wetter they get, the better it feels on my clit. Are you touching yourself?" Ms. B asked. "Not yet. But my cock is as hard as a rock." "Put your hand on your cock." "All right," I said, doing so. "Take off your T-shirt." "So, we're negotiating, are we?" Ms. B laughed. "Never mind. I agree to your terms. OK." There was a pause. "It's off." "Are your nipples erect?" I asked. "Yes. I'm pinching them now. It feels wonderful. But now I've got to put my hand back on my panties. Ohhh," she moaned, "it feels so good! I'm so wet!" "That's good," I gasped. "I'm stroking my cock now." I paused for a moment, feeling my excitement increase. "I need you to put your finger in your pussy." "Why?" she said teasingly. "Because I want you to tell me if it tastes good." "Oh! I see," said Ms. B. "Oh lord, I'm putting it in, and now... MMMmmmm, it tastes so hot." She waited a moment. "Would you like to taste it?" "Oh god, yes," I said, stroking my cock faster. "I'd like you to rub your cunt all over my face. I bet it would make me cum." "Let me taste it again to make sure," she said, her breath ragged. "I've got to get these panties off." I heard her squirming on the other end of the phone. "MMmmm," she purred, "my pussy is all hot and wet and open. I'm going to put my finger in again, but first I need to rub my clit, because it feels so hot." She moaned loudly. "It's so good. I'm putting my finger in... I'm tasting my pussy juice... Oh, it's good... you want me to rub my hot cunt all over your face? You want me to cum in your mouth?" "Yes... that's what I want..." "I'm rubbing my hot cunt with my fingers... I'm going to cum..." "Yes! Cum for me! Do you want me to cum too?" "Yes! I want you to shoot your cum all over yourself! I'm cumming now!" I cried out into the phone as I shot cum all over myself. "Did you hit yourself in the face?" Ms. B gasped. "Yes," I said, "and all over my chest, and my belly." She cried out, "I'm cumming some more!" and did so, very loudly. For a minute or so, there was just a lot of gasping and panting. Then Ms. B said, "I'm coming to your town this weekend. I want to come to your place." There was an awkward pause while I hesitated. I had to be honest with her. "Umm... I live with my fiancee." There was a moment of silence on her end of the line, and then she said simply, "Will she be home this weekend?" I hesitated again, and told the truth. "No. She'll be out of town for a week, starting Thursday." "Well," said Ms. B, "what's the problem?" Ms. B waited for an answer. I didn't have one. "OK. I'll call you Friday afternoon." I won't try to tell you that I didn't feel a lot of anxiety over the next few days. I was extra nice to Susan, my fiancee, but not so nice as to make her suspicious. She left on Thursday, on schedule, and Friday at 1:00 PM I got the call from Ms. B. "Hi, I'm in town," she said."What's your situation? Is everything OK -- I mean, is your fiancee gone?" I admitted that she was. "OK," said B. "What's your address?" I told her. "I'll be over in about 15 minutes," she said. "Take off your clothes." I went into the bedroom, disrobed, and then returned to the living room where I sat by the phone. It rang in 12 minutes. Ms. B spoke in a low voice. "I'm in your elevator now, on my way up. I'm wearing very high heels, and a wrap around skirt, and no panties. I'm touching my pussy in the elevator, and I feel so hot that I could make myself come right now, but I won't, because I'm saving it for you." "I'll leave the door unlocked," I said, and hung up. In another minute, the door opened, and Ms. B locked it behind her. I was kneeling naked on the carpet in the middle of the living room, my cock pointing at the ceiling. Ms. B smiled her approval, and approached me. She stopped a few steps away, and then slowly and dramatically unwrapped her skirt. I remained motionless. She smiled with her eyes looking a bit glazed, and ran her finger up and down her slit, letting me see how wet her pussy was. Then, perfectly poised on her high heels, she walked regally toward me until her cunt came into contact with my open mouth. "Is this what you wanted?" she whispered. I said nothing. I put my hands behind her knees and ran them up the backs of her thighs, as I extended my tongue and thrust it slowly into her pussy. She was so wet -- the juices spilled out onto my nose and lips, and she began to rock her hips, grinding her cunt against my face. "Oh, that's what I want," she said. "Fuck me with your tongue. Yessss... it feels so hot... do you like the way I taste?" Again, I said nothing. I just lapped her juices with increasing hunger, and licked slowly up her slit until I came into contact her her clit. "Oh, that's good," she gasped. "Eat my cunt... suck my pussy... if you do it nice, I'll cum in your mouth." I was running my hands in agitation up and down the backs of her thighs now, as she stood with her legs apart, somehow keeping her balance on her high heels as she rubbed her cunt up and down, up and down against my face. She had her hands on my shoulders for balance, and to force my face further into her pussy. She was so wet! I was lapping away at her steaming juices, thrusting my tongue inside, and sucking her clit until she began to cry out, "OH! I love it! I'm going to cum in your mouth!" And then it became just a protracted wail. Ms. B stood stock still for a moment, holding my face tightly against her pussy. Then she seized my arms, raised me to a standing position, and kissed me hard on the mouth. A moment later, she kicked off her high heels, stripped off her blouse, and fell to her knees, and then the next thing I knew she was making a growling sound as she took my cock deep into her throat. I cried out in ecstacy; she withdrew her mouth partially from my cock, and then sucked me deeply again. Then, she crawled over to the couch and rested her forearms on it, gasping, "Fuck me from behind!" I fell to my knees and came behind her, driving my cock slowly into her pussy. It was perfect. She was so wet and so tight, and the angle was so delicious as I drove my cock all the way into her innermost recesses. "Oh, god, I love your cock!" Ms. B was saying, as we found a most voluptuous and mutually satisfying rhythm. "I love the way it tastes... I love the way it feels in my pussy... Oh, yessss.... all the way in... you're going to make me cum again... I want you to cum in my pussy..." And then for the next 60 seconds, it was just the both us making very loud sounds with no words. After a few minutes, we disengaged, and she turned to me and grinned. "Aren't you glad I came over?" she said. "I am," I admitted. "Well, I didn't tell you everything I had planned," said Ms. B. She picked up her skirt from the floor, found a pocket in it, and took out her cell phone. Then she hesitated, put the cell phone down, and turned to me with a smile. She cupped her gorgeous tits in her hands and presented them to me, tweaking her nipples until they stuck out enticingly. Then she crouched between my legs as I sat on the couch. Lovingly and hungrily she began to suck my cock until I was once again fully erect and moaning my need. Then she stopped, and picked up her cell phone again. Grinning at me, she dialed a number. Then she handed me the phone. I looked baffled and concerned, but as I heard the phone being picked up on the other end, I said, "Hello?" "Hi, it's Margaret!" Ms. B seized my cock with her wonderful hand. "Oh, hello, Margaret," I said, trying to sound as if I were not tremendously aroused. "B told me to expect a call. You know, she and I were kind of embarrassed by what happened when you came to visit her. I guess we were afraid to talk to each other for a while. But I got over it and I called her up. She said she was coming to see you, and I don't know what came over me, but I asked if I could come along. Guess what? She said yes. So I'm in town too! Do you mind if I come over?" I don't think I could have said no, but just at that moment, B descended onto my cock with her mouth, making me cry out in pleasure. I said "yes" to Margaret. I'm sure it sounded very sincere. "Is B. there?" asked Margaret. "Yes, she is," I said, trying to stay in control. "But she can't talk right now." "Really!" cooed Margaret. "Do you want to tell me why?" B's mouth was working its magic on my cock. "Well..." I said, "Yes and no. I..." At this point B took me all the way in, and I could only groan in pleasure. "Never mind," said Margaret. "What's your address?" I told her. "I'll be right over. I'm very close." "So am I!" I replied. B. released me from her mouth and grinned. "I'm keeping you hard until she gets here," B whispered. "I'm on the fourth floor," I said to Margaret. "See you soon, " she said, and rang off. B grinned wickedly at me and slowly, deliberately went back to work. I was sitting blissfully naked on the couch, with B kneeling before me and devouring my cock, when there came a knock at the door. For an instant I panicked, thinking it might be Susan, but then I remembered what was about to transpire. "Don't go away," said B, and got up to answer the door. She opened it, and in walked Margaret. "Wow, am I overdressed, or what?" asked Margaret, rhetorically. Her eyes flitted back and forth from me, and my cock, to B and her lovely tits. Margaret, who was on the short side, was wearing platform shoes, a charm anklet, and a slinky black minidress. It set off her deep tan and her curly blonde hair, which was a little longer than when I had first met her. Her legs were muscular, and she looked athletic, like she might be a tennis player. She was clearly braless, and her nipples were clearly defined by the fabric. B and I were, of course, naked as jaybirds. "I wouldn't say so, " said B. "You look great. Turn around for us and model your ensemble." Having said this, B joined me on the couch, leaving Margaret in the spotlight, looking just a bit shy. She rose to the occasion, however, and did a few turns around the living room. I felt B's hand close once more upon my cock. "Very nice," said B. "Are you wearing panties?" "Yes," Margaret replied. "May we see them?" "Sure, if you want to." Margaret coyly seized the hem of her dress, and pulled it slowly and teasingly up her thighs, letting it drop as if by accident, and then dragging it up again to reveal some lacy red bikini panties. "Those are lovely," I said. Margaret smiled. "Do you you like them?" she asked, pulling the dress up a little higher. "Why don't you bring that chair over?" said B, indicating a straightbacked chair over against the wall. "OK," said Margaret, and brought the chair over to face us. She seated herself on it, allowing her dress to ride up her thighs so that the panties were just visible. She smiled and stared frankly at my cock, which B was gently stroking and keeping at full arousal. "He's got a beautiful cock, doesn't he? But I guess you've seen it before," said B. "Well," said Margaret, "it all happened so fast... I'd like to have another look." "Let's have a better look at those panties, first," said B. Margaret obliged, bunching her dress up around her waist. "Could you sit closer to the edge of the chair?" B requested. Again, Margaret obliged, spreading her thighs a little. B turned to me. "Do you think she might be getting wet?" she asked, pointing at the obvious and growing stain in the crotch of the red panties. "Maybe so," I replied. "Are you getting wet, Margaret?" B asked. "I think so," Margaret replied. Her left hand wandered down to the area in question, and felt the wetness soaking through the panties. "Yes, I think so." Margaret's fingers began to massage her pussy lightly through the fabric. She looked up at us and smiled. "Seems like I've been doing a lot of this lately. My social life has been in a bit of a slump." "It's exciting to watch," said B. Margaret's fingers increased their pressure. "Come on, let's give her some help," B proposed. She released my cock, took my hand, and led me over to Margaret's chair. I followed B's lead; we knealt on either side of her, and B began to kiss Margaret's right nipple through her black dress, as Margaret continued to work on her pussy. I took the left nipple. Margaret grinned and sighed with pleasure, allowing her mouth to hang open a little. Soon Margaret's breath was becoming ragged, and her blonde, curly head was bobbing involuntarily. "Do you want me to cum?" she asked breathlessly. "Not just yet," B replied. She looked at me with a grin and said, "I'd like to see what these tits look like without her dress." To Margaret, she said, "Lift your arms up, sweetie." Then B stood and pulled the dress up over Margaret's head, leaving her clad only in her red panties. B stood back and gave her an appraising look. Margaret's breasts were full with dark nipples, and had that coveted gravity-defying quality. B whistled. "Nice," she said. Margaret blushed, and her fingers went back to work, this time inside the panties. I stood up and, stepping behind Margaret, reached down to cup her breasts in my hands, lightly pinching her nipples. Margaret groaned. "I'm going to cum soon," she said. "Hold on," said B. "Take off your panties." Margaret stopped in order to seize her panties at both sides. She lifted her ass for a moment and slid them down, then handed them to B, whose hand was outstretched in a silent request. Then Margaret looked in amazement as B rubbed the soaking wet panties all over her own face and breasts. Margaret groaned, "O my god," and her hand was immediately back to her clit. "You can cum now," said B generously. Margaret groaned in response. Then she seized my left forearm, pulling my hand away from her breast, drawing me around in front of her and saying in a pleading voice, "Let me suck your cock." I stood in front her, my cock just out of reach of her mouth, and teasingly stroked myself a few times. "No! Don't make me wait!" cried Margaret. I took a step closer, and Margaret lunged at my cock, taking it deep in her throat. Immediately she began to make a loud, muffled sound as she began to cum, sucking me for all she was worth. I felt some pressure between my knees, and then I realized that it was B, trying to make her way between my legs. I widened my stance a bit to let her through, and I realized that she was trying to get to Margaret's crotch. I tried to withdraw my cock from Margaret's mouth in order to move aside, but Margaret made an urgent noise and seized me by the ass, pulling me close again and sucking me with increased intensity. I moved my legs farther apart to let B get through. I was wishing that I could watch whatever she was going to do to Margaret, but Margaret was not going to release me. Margaret was making sounds of renewed excitement now, so I decided to just abandon myself to the blowjob that she was clearly committed to giving me. Even though I had cum recently, I could feel my excitement building. Margaret was sucking me with genuine passion, and I could hear the sounds below me of B eating Margaret's pussy. I realized that B had been thinking about this ever since my visit to her town, and that this was the first time she had gone down on another woman. Suddenly I felt my orgasm building. I began to cry out again and again, and so did Margaret as I spurted into her hungry mouth. Finally, after devouring every last drop, Margaret released my cock, and I stepped away for a moment. I watched as Margaret pushed B to the floor, then got on top of her and kissed her hard, rubbing her tits against B's. She said, "Hey, I can taste myself on your mouth!" Then, in a flash, she swung around and placed herself atop B in the 69 position. I stepped back and sat on the couch, watching the two ladies go to town. It was quite arousing, watching them sensually grind their pussies against each others faces, while making sounds of deep satisfaction that built slowly to a crescendo. Ms B Revisited After my first encounter in person with Ms. B had turned out to be such a resounding success, we began to form a somewhat closer relationship. She gave me her home phone number, and we would make appointments by email for phone sex every couple of weeks. I looked forward to these sessions; I would take the phone into my bedroom, along with a short glass of tequila, strip naked, and climb into bed, after which I would sip my tequila, reminisce for a few minutes about our trip to Oregon, and then dial her number. Sometimes I might touch myself for a few minutes first, sometimes I would wait until I heard her voice. What happened next was always a treat. After six delightful months of this, B invited me to visit her on her home turf. I couldn't wait. I booked a flight to her state, and she gave me a cell phone number with which to contact her when my flight landed. I wound up arriving a few hours ahead of schedule, so I called her and found that she was finishing up a little volunteer work, and suggested that I meet her at the community fair where she was manning a table. I rented a car, got a map, and set off. The weather was unseasonably hot and humid, but the car had a good air conditioner. I found the site of the community fair within about 45 minutes, parked the car, and stepped out into a blast of heat. She had described for me the area where I could find her, which was off on the edge of the site. I spotted her sitting at a table under a shade tree, looking bored, with no one to talk to. She saw me coming, and gave me a big smile -- to call her smile "warm" would be something of an understatement. I immediately began to get an erection, to my embarrassment, because I was wearing some light cotton shorts with no underwear -- I thought that might be sexy, but it didn't occcur to me that I would be out in public. I glanced around, and no one was looking my way, except for Ms B. I smiled back at her, and tried to think of something other than sex, in hopes that my hard-on would subside. It didn't work. Maintaining eye contact with B increased my arousal. She was sitting at her table, wearing a lavender tank top, the bright sun bringing out the reddish highlights in her hair. Her tank top fit snugly, emphasizing the delicious swell of her breasts. As I got closer I could see her nipples threatening to burst through the fabric. She was looking at my erection, which was barely contained by my shorts. Her smile got wider. I arrived at her table, which had a few pieces of literature sitting on a tablecloth, with B seated behind it on a lawn chair. I greeted her with some embarassment, standing there with my erection sort of looming over her table, but she didn't seem at all to mind. She made some joke, I don't remember exactly what she said. It was a variation on the old Mae West "are you just glad to see me" line. The idea of making small talk seemed a bit ridiculous under the circumstances, so I asked her what was under the table. "Oh, just a box with some brochures," she replied. "Let's have a look," I said. I came around the table and got down on my hands and knees. There was a lot of room under there, with one lonely cardboard box off in the corner. Ms. B was wearing a sort of homespun cotton skirt and sandals. I crawled over, lifted her skirt above her left knee, and kissed her calf on the inside, just below the knee. "HMMmmm," she said, scooting forward a bit on her lawn chair. Then, behind the safety of the tablecloth, she slowly and deliberately gathered her skirt up around her waist. She was wearing bikini panties, and I could see tendrils of pubic hair escaping from above the top of her panties, and also from below around the crotch. This was very arousing. She spread her thighs to give me a better view. I paused for a moment to enjoy the sensation of my cock, throbbing furiously against the fabric of my short pants. Then I moved closer, positioning myself between her legs. I rubbed my cheek along the inside of her right thigh. It was slick with sweat. The heat and humidity were really something else -- my shirt clung to me. But the sensation of my cheek gliding along her thigh was wonderful. Her hands began to toy with my hair as I advanced toward her panties. Her panties were the same lavender color as her top -- a nice touch. They were made of sturdy cotton. I gently ran my tongue up and down them, encountering some resistance at first, and then gently pushing the fabric inside her as she began to melt under my minstrations. "I like that," she said. From my position under the table, I couldn't see what was going on around us, so I decided to let her worry about that. I began to munch on her pussy through the cotton of the panties, and was rewarded as they quickly became wet and tasty. B was beginning to squirm and rock her hips a bit. Then she moaned, and with an impatient gesture, brought one hand to her panties and pulled them aside. Her pussy was gorgeous, angry rose in color, swollen and open. Her pubic hair was chestnut colored and fine in texture, and spilling just a bit down her thighs. I licked tentatively around the outside of her lips, savoring her aroma which was quite strong in the summer heat. Then I slowly drove my tongue deep inside her. Suddenly I heard her speaking to someone. I was going to break free and dive under the table, but her hands gripped my hair fiercely and held my face firmly against her pussy. I licked her slowly up and down as I listened to her speaking to someone named Margaret, who was evidently a friend of hers that she hadn't expected to see at the fair. Then, to my amazement, I heard her say to Margaret, "Come around the table -- I want to show you something." B continued to hold my head against her crotch, and I was tremendously aroused, so I decided to let B worry about her friend while I abandoned myself to the exquisite sensations of eating her hot, steaming pussy. B caressed my hair as she began to fuck my face in earnest, moaning just audibly. I couldn't see a thing, but I became aware of another body crawling under the table with me. Then, I felt a feminine hand seize my cock through the fabric of my shorts. My fly was being unzipped, and my cock was brought out and fondled, and then Margaret, or whoever she was, began to slowly and wonderfully jack me off. The sensation, combined with the taste, feel and smell of B's very hot pussy in my mouth, was blissful, and just then B began to cum, flooding my mouth with pussy juice. I lapped the juices eagerly from B's cunt, feeling my own climax approaching, when suddenly B sat up in her chair and smoothed her skirt down over her lap, cheating me of the sensations I craved. She was speaking to someone else now, and I withdrew discreetly under the tablecloth. I turned to get a look a Margaret, who was a girl with a tanned face, thick curly blonde hair, and a big grin. She gave my cock a squeeze and gave me a quick, wet kiss on the mouth. Then the other visitor apparently left, because B scooted forward again in her lawn chair, and quickly stripped off her soaking panties, thrusting her cunt forward. Before I could resume sucking it, Margaret jumped in there, beating me to it. B began to moan again, stroking Margaret's hair. Needing something to do, I began to caress Margaret as she energetically ate B's pussy. I unhooked her bra and began to fondle her tits, when suddenly B jumped back in her chair again, pushing her skirt back down, and Margaret under the tablecloth. B was now talking very seriously to someone, while Margaret and I were sort of jumbled up on the grassy floor beneath the table. We waited breathlessly for B's conversation to end, but it kept going on and on. Margaret's hand once again found my cock and began to stroke it purposefully. I quietly shifted my position until I was lying in the opposite direction from Margaret, and as my fingers crept into her panties, I felt her mouth close over my cock. We were basically in the 69 position, and hidden from view, so after exploring her wet pussy thoroughly with my fingers, I helped her wriggle out of her panties, and then I buried my face in her cunt. She tasted different than B, not quite as hot and spicy, but delicious nonetheless. She was sucking my cock like she wanted me to cum. I put my tongue as deep inside her as I could, thrusting it in and out, and she could tell that my orgasm was approaching, because she slowed down and took me all the way in. The sensation was incredible. I opened my mouth as wide as I could, engulfing her vulva and swirling my tongue around her clit as I began to ejaculate copiously into her mouth. I think we came simultaneously. My face was completely bathed in her sweet pussy juice mixed with sweat. Then B raised the tablecloth and peeked at us. "Having a good time?" she asked. We nodded breathlessly. "That was my supervisor. I'm done for the day. Let's pack up and go to my place." Margaret and I buttoned up our clothes, and as soon as the coast was clear, emerged from under the table. We packed up the table, tablecloth and box of brochures into B's car, and then drove as a three-vehicle convoy to B's house, which was only a few minutes away. Margaret asked if she could take a shower, and B showed her where it was and gave her a towel. Then B rejoined me in the living room, and said, "let me show you my bedroom." We walked into her room, and she sat down on the bed, smiling at me. She hoisted up her skirt again, revealing that her panties were still absent, and said, in a husky voice, "watch me make myself cum." With a big smile, she began to play with her clit, alternately pushing one, then two, then three fingers inside herself. As she masturbated, I stood before her and took off my shirt and pants. I stood there naked before her with my cock sticking out as she quickened the pace of her fingers. Now that we were inside her home, she made a lot more noise, gasping and moaning until she brought herself to a powerful climax, staring into my eyes. I then came to her, pulling off her tank top, and hungrily seizing her lovely tits. She cried out as I devoured one nipple, then the other, and then I tore off her skirt, pushed her back on the bed, and plunged my cock deep inside her. We embraced and began to fuck. I loved the feel of her voluptouous breasts and belly, covered with sweat, rubbing against me as I drove my cock into her cunt. She writhed against me and came again almost immediately. Then she began to whisper in my ear as we continued to fuck in earnest. "I've never had a woman eat my pussy before," she said, thrusting her hips to meet mine. Hoarsely, she said, "I liked it." "Your pussy tastes so good," I gasped back to her. "How good does Margaret's pussy taste?" "It tastes good, too." I moaned in pleasure. "It tastes really good. But yours tastes better." B moaned too. Then I lifted myself above her, keeping my cock deep inside, and hoisted her legs up over my shoulders. I held her hips in my hands and pushed my cock into her deepest recesses, then dragged it slowly out and upwards, rubbing the shaft sensuously against her clit. Her feet were near my face, and I began to lick and suck the sole of her right foot as I slowly fucked her. B kept talking, more urgently. "Your cock feels so good. Are you going to let me suck it later?" "Yes," I gasped. "Will you cum in my mouth?" "Yes!" "Here," said B, reaching around and gathering some of her pussy juice with her fingers. She lifted her fingers to my mouth, and I sucked them desperately, increasing the tempo of my thrusts. "Is it good?" "It's so good," I cried out. Then she gathered more juice, and this time put her fingers in her own mouth. "Oh, it is good!" she gasped. I moaned and sucked the sole of her foot again as I began to cum. "Yes! Cum inside me!" B said hoarsely, as her own orgasm began. Ms. B In spite of her pleas I took my time, letting my tongue attend to her entire pussy without rushing to find the spot that would send her over the top. Those initial shivers soon became tremors as I glided over her clit. She gasped upon the slightest touch to that sensitive bud. She was more than prime, even my chin was slick from her nectar. I slid a lone finger inside of her, slowly inserting it inside so I could massage the small patch of her g-spot while I gently flicked her clit with the tip of my tongue. The combination of the two stimulations gave her fits. I didn't even have to move my tongue, her hips were rolling so much that I just had to keep it there and feel her move against it. As I pumped my finger in and out I could sense the incoming explosion waiting to burst from her body. I could tell she was restraining herself from moaning by the short gasps that sprang from her mouth. Finally I felt her body clench up and her head flung back violently as I felt her sex spasm. I kept my mouth on her as she rode out the waves of her orgasm. Once the last tremors subsided she sat up and reached down for me to stand up. She expressed her gratitude with a lurid kiss, her tongue delving deep into my mouth. She reached down with her right hand and found my cock standing at full attention, "Just what I hoped," she said when we broke from the kiss. She sloppily tugged on my pants ignoring the fact that they were buttoned. I helped her out by undoing the button and zipper, she quickly had them down around my ankles along with my boxers. As I stepped out of my clothes and threw off my shirt she impatiently stroked my cock. "Slow down Mrs. B," I teased. She shot me back a look of mock offense as she spread her legs on the desk and pulled me to her. I grabbed her by the hips and positioned myself between her thighs. She was so wet that I slid inside of her like Cinderella's foot into a glass slipper. It was my turn to gasp as I pushed deep inside of her, the canal of her sex hugging my cock. I slowly withdrew and plunged in again and again until I developed a steady rhythm, but I could tell from the way she kept adjusting her body that she wasn't comfortable. "New position?" I asked. "God yes!" she exclaimed immediately sitting up. I pulled out of her and we both laughed as we paused to think of how best to proceed. I embraced her and we playfully kissed, "I guess the classroom isn't exactly designed for this kind of activity," I joked. "I'll have to bring it up at the next school board meeting," she replied. Suddenly I saw an idea flash in her eyes. She led me around the desk to her chair and sat me down. She straddled me and with one deft motion eased herself onto my cock. She exhaled slowly as my cock was buried deep inside of her. Her breasts were perfectly placed before me. I gave them strong sucking kisses. "Why didn't I think of this originally?" I asked. "You were probably too busy trying to find a way to ask me to bend over the desk," she insightfully replied. "I can't say it didn't cross my mind," I laughed. "Well, maybe next time, this time I want to be in control," she said directly, emphasizing her point by aggressively winding her hips. We kissed passionately as she began to dance upon my lap. Mindful of her desire I sat back and enjoyed the ride, satisfied in seeing her reaction, the way her face contorted with each new sensation, the way her buoyant breasts bounced with each rock of her hips, the fact that the whispered moans slipping out of her mouth were sparked by the pleasure I was providing her. It wasn't long before my interest in seeing her reactions was overwhelmed by my own sensations. I gripped her butt firmly as I helped increase her motion by lifting up and down. I began thrusting my cock up meeting her stroke for stroke. She tossed her head back and silently let out a moan as I kissed her neck. Her body clenched and again I felt the tremors ripple through her body as she squeezed me tightly to her. But in her own pleasure she didn't forget about me. She continued to rock her hips as I pumped my cock inside of her galloping towards my own paralyzing release. I buried my head in her chest to stifle the moan dying to spring from my lips. "Shit!" she suddenly exclaimed, unceremoniously rising off my lap and quickly gathering her clothing. "I was supposed to be at a staff meeting five minutes ago." While she frantically threw her clothes back on I took my time still feeling the satisfaction of post-coital bliss. "So can I get your number?" I asked as she checked herself quickly in her compact mirror. She paused what she was doing and smiled at me, "Honey, you know that isn't going to happen." "So you're just going to use me like a piece of meat than toss me away?" I light heartedly teased. "Well I was going to invite you back next week before you got all needy," she replied giving me a quick peck on the lips before dashing to the exit. "Then I'll see you next week?" I called out before she was out the door. "Bye," she mischievously replied. I grabbed a business card out of my wallet and left it on her desk, "Just in case she feels the urge to call," I said. With my nothing more to do I buckled my belt and left the room; the same room which had given birth to so many different fantasies, one of which had just come true.