MEMORIES

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 slouchs 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 areolae 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 diferent. 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 betweenmy 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

exquistly 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 ecstacy. 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 trobbingly

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 throbing 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.