My professor is hot and has penetrating blue eyes. It is difficult for me to keep my attention on the lecture and not stare at him. Every move he makes adds tp my growing imagination of what I would like to do with him; promising unmanageable delights. But he was a professor and even though I knew he was single, why would he be interested in me. As class ended I was the last to leave. Steave took my arm and asked me why I was so distracted during class? Did I think he was attractive? He was taking deliberate deep breaths to control his breathing. I was a little breathy too at this, and placed my hand on the bulge in his pants. He walked over to the door and locked it. I went over to him and we kissed hard and long. We were both very aroused by the time the kiss ended. I took his hand and placed it on my heaving chest. He proceeded to fondle my large breasts, feeling them grow with his attention.He took off my blouse and bra; and started to suck, lick and bite my erect nipples. I took off his shirt and could feel his heart pounding harshly. I continued to undue his belt and slid down his pants and underwear. With shaky fingers, he helped me out of my pants and underwear. Our breathing had become very audible and we were panting as if we had just completed a long run. He wrapped his arms around me and pulled me down on top of him. I slowly traced circles with my tongue from his super-sensitive lobes, all the way down his neck and chest. Then I started the bump and grind, got him ot and sweaty, but held back. I licked his inner thighs, barely grazing his package with my lips. I continued this deliriously tease till we were both moaning and panting with needed release. I put one of my thighs on each side of his hips and slid down on his erect member. I started riding him, my large breasts bouncing up and down. He met my movements with his own thrusts and we were bumping and grinding in a frenzy. My clitoris was rubbing against his pelvis as my body started jerking violently. Steve was writhing and gasped out "I'm cumming" as he shot his wad into my drippy pussy. I collapsed next to him on the floor. My chest was still heaving as we cuddled in each other's arms.

After a brief rest, Steve was feeling frisky again. He was feeling me up and trying to get me aroused. I was totally spent and physically worn out. I sucked him hard but didn't want penetration. He was puffing and placed his throbbing cock between my huge breasts and rocked back and forth. I pushed my breasts together to make a tighter fit. Soon he was squirting his cum all over my breasts. I had never experienced a tity fuck before. My breasts were flushed and had a pool of sweat in between them.I was hot and my heart was beating so hard I thought it would beat out of my chest. Seeing him cum sent me over the edge too. I screamed loudly and was breathing heavily when there was a knock on the door. Steve was still panting and flushed when he open the door to find the principle there. I was on the floor naked, my breathing was totally out of control, and I had cum all over my breasts. It was quite obvious whaat was taking place. Mr. Smith said,"Steve next time get a room."

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