A New Lesson

My tongue traced the outline of her pussy, along the steep sides and up into the cleft at the top, battering away at the hard nub hiding under the hood. My lips pushed and caressed and smoothed all around her, trying to gain more of a foothold for my tongue's next assault. My teeth lightly grazed and slightly nibbled as my tongue pushed and prodded and flicked and caressed, bringing Cathy closer and closer towards a cataclysmic climax.

It didn't really take too long - Cathy's obviously pent up sexual energy had been waiting for this outlet for too long. In next to no time Cathy was squealing in ecstasy like an overexcited piglet as she came all over my face. She almost fell off me onto the bed, before crawling back up and giving me a huge French kiss. My tongue was exhausted and didn't put up a fight this time, so she pulled away and began licking her own juices off my face.

As she pulled away I became aware that the constant attention my prick had been getting had just stopped. I propped myself up onto my elbows to see what was going on, and there was Becky masturbating furiously with the hand she hadn't been using on me, while her other hand was clutching tenaciously to her breasts and pulling at the nipples vigorously. As she saw me noticing her, Becky gave me a huge grin and stood up, giving me a better view of what she was doing to herself. Cathy crawled down the side of the bed, giving me an amazing view of her butt, as she leaned forward and pushed her tongue into her friend's pussy. Not for the first time today, I couldn't believe what I was seeing! The seemingly innocent, butter-wouldn't-melt-in-my-mouth' student I'd been teaching for three years, eating out the similarly innocent, 'married to Jesus' blonde cock tease I'd also taught for the same period. Becky's other hand now left her pussy and they both cupped her breasts, weighing them, massaging them, pushing them together, and playing with the nipples as she began to moan loudly. I reached forward and pushed two fingers into Cathy from behind, eliciting a yelp of surprise before she continued on with her primary task. She did, however, begin pushing back at me and opened her legs slightly wider to allow me more access.

Suddenly Becky pulled away from her friend, and said, between breaths, "I don't want to come until I've got Mr K's dick inside me, Cathy." Cathy sat up and turned to sit facing me, as Becky moved towards me and straddled my thighs. She leaned down, her breasts dangling down in front of her to touch m chest before she kissed me fiercely on the lips.

"We're going to show Cathy what to do, so you'll have to go nice and slow for her to pick everything up," she whispered loudly in my ear.

"If you want me to go slow, I'm going to have to release a bit of pressure first!" I replied. "I'm fit to explode at the moment, you've been keeping me at boiling point for so long."

Becky turned to Cathy, pressing one of her succulent breasts against my face as she whispered something into her friend's ear. The next thing I knew, Cathy's hands were tight around my cock and she began pumping away on it, slowly and cautiously at first but soon with reckless abandon. She hovered above it, every so often stooping to lick the head. Meanwhile Becky was hovering above me, gently waggling her chest from side to side as her breasts ran smoothly over my cheeks. My hands were running up and down her sides and along the swells. I had to have them.

"Your tits, Becky!" I cried. "Let me come between your tits!"

"Of course - isn't that what all the boys want?" she said with a wicked gleam in her eye. She moved off me and down between my legs, to the spot which Cathy had just vacated. Kneeling up high on her knees, Becky directed Cathy to hold my cock steady, then leaned forward and pressed her magnificent mammaries around my throbbing cock. Pressing them together firmly, she began a slow and languid motion up and down, which soon began to quicken in pace. Cathy was licking and sucking the side of my face, looking down towards her friend to watch what was going on.

Becky's firm, silky-smooth breasts felt so good wrapped around my dick. The constant motion was just too much for me - I'd been on the edge for some time now, and I have an unfortunate habit of always coming quickly the first time. (Although my quick recovery is a blessed side effect!) The combined sight and feeling, plus the whole thought that this time last year these breasts had been hidden under a white shirt while sitting at the front of my history class, set me off. I erupted, a number of hot streams shooting out of my cockhead and up onto Becky's face - her eyebrows, nose, mouth, and chin - and then dribbling onto her breasts. As quick as a flash Cathy was up, licking as much of my cum as she could off her friend's mouth, cheeks, chin and breasts as Becky eventually released her hold on my cock with her breasts, only to take hold of it again with her right hand as she slowly massaged it back to life.

The two girls were kissing each other passionately by now. Cathy's hands were running all over her friend's body while Becky's other hand reciprocated. The intensity at which they were going at it, not to mention Becky's massage on my member, soon got me ready to go again for a second round.

Cathy released her lip-lock on Becky's mouth, and the two girls looked at the greedy and impatient organ throbbing once more in Becky's hot little hand. Without a word, Cathy lay down on the bed next to me, on her stomach, her head level with my groin. Becky picked up a condom from the floor, ripped it open with her teeth and pulled the flat condom out of the wrapper. She pressed it against the tip of my erection, pinched the head of the rubber, and rolled it down over my dick, pushing it all the way down to its root. Becky then got back onto the bed and straddled me again, leaning down once more to kiss me deeply. Her tight butt rubbed against my cock as her tits rubbed up and down my chest.

"This is as far as I've ever gotten," she said now, sitting up and looking down into my eyes as my tool throbbed against the flesh of her buttocks. "I've kissed a lot of boys, given a lot of hand jobs and blow jobs, and a lot of tit jobs too, but I've never let any of them take my virginity. Even when I was 15 I knew I was going to save it for someone special. I used to masturbate at nights with my hands and fingers, or my mother's vibrator when she wasn't home, imagining what it would be like giving it up to someone. Someone like you." She was positioning her opening over my cock as she spoke.

I pushed my hands up to try and keep her from pushing down onto me. How could this nymphette still be a virgin? "Maybe this isn't such a great idea then?" I began - well, I got the first two and a half words out before the beautiful blonde, my former student, lowered herself down to impale herself on my upright shaft. She was tight, although not as tight as I'd expected once I realised that she'd never done it before. This was the first time I'd ever had sex with a virgin before, so it was a new experience for me as well.

Becky was struggling to get all the way down - I'm not very big, but I have a bit of width. I could feel the membrane of her barrier pressing against the tip of my penis, preventing her from coming any further down.

"Help loosen me up, Cathy," Becky gasped as she pulled herself up a little way, pushed down a little further, pulled up a bit more, and then pushed down again. The gorgeous brunette now leaned forward and began licking her blonde friend's pussy opening, around my dick and up to the clitoral hood. Every so often I'd feel the flicker of her tongue over my rubber-clad cock.

"This is going to hurt a bit, Becky, but we need to do it if we are going to keep going," I said now, pushing Cathy out of the way and putting a hand on either side of Becky's waist. She stopped moving, waiting for me to act. I relished the moment for a second or two, then pulled her hips down forcefully as I thrust my pelvis up into her. She shrieked in pain, but it was over quickly and was quickly followed by a grunt of pleasure.

"Oh my god Mr K, that hurt so much! I think it still hurts now but it also feels so good!" she said, pulling herself up and pushing herself down on me again and again. Cathy returned to her oral antics on her friend as she bounced up and down on me. I was fixated by her breasts bouncing up and down with her, how they seemed for a moment to defy gravity before following the rest of her body down, then back up. I reached around and began to finger Cathy once more, as she ministered to her friend; her legs opened slightly to allow my invading fingers deeper insider her.

Becky soon hit bottom and then began a steady movement up and down on my dick. Cathy moved away and turned to face me, kissing me briefly before beginning to nuzzle at my face and torso. Becky's hands ran up her sides and began cupping her own breasts, weighing them, moulding them, squeezing them together. Her thumbs and forefingers moved to the front of her magnificent orbs and started tweaking the erect nipples, then she let go and leaned forward, putting her arms down on either side of Cathy and I. She began planting kisses on the two if us as she continued to push down and pull up with her pelvis. Cathy stopped kissing me and attacked Becky's left breast with her hands and mouth; my left hand went up to Becky's right breast while my right hand explored Cathy's back and made its way around to grope her right breast. The sensation of having my two favourite students' breasts in my hands was simply amazing.

Becky's face came towards me and her lips locked onto mine again, restarting the fierce war of the tongues. She began to breath more quickly and I could hear her start to whimper as her orgasm approached. Thanks to the effective cleaning of my pipes earlier, I was still going fine on the second round. I began thrusting up into her as she pushed down on me, then pulled back up as she moved away and my pelvis moved back. Her breath was now short and sharp, shallow inhalations and quick exhalations, as her movements sped up. She sat back up and thrust her chest out as her right hand made its way down to the top of her clitoral hood. It began rubbing there furiously as she pushed up and forward on to my cock and her hand at the same time. Her quick breaths became short grunts and groans, the whimpering becoming louder and faster. Cathy moved away and watched as her friend worked tirelessly towards her inevitable climax. I noticed in the corner of my eye that Cathy was masturbating while watching, but most of my attention was centred on Becky - mainly on her breasts, which were almost oscillating with the rapid motion of her body and the urgent operations of the lungs behind them. I reached up to grab her behind the shoulders and pulled her back down, then moved one of my hands to the small of her back. Having secured her, I rolled over so that she was now lying on the bed and I was poised above her, pinning her down. She gasped in amazement and then moaned louder than ever as I began thrusting hard and fast and deep into her. Her hard nipples pushed into my chest as I bore down on her, my stomach slapping into her flat abs every time I thrust. We looked into each other's eyes with a passionate intensity I had never known or felt before. I felt her body begin to shake under mine, and then she began to scream. Actually, it was more like the wail of a banshee, guaranteed to wake the dead, so I fastened my mouth over hers to keep the noise down. We must have been up to at least the fifth battle of tongue-land by now, as her body bucked underneath mine. She was finally coming, and she was coming hard. And long. Her body seemed to reverberate, almost like an epileptic fit, until eventually the shaking stopped and the intense grunting, which had replaced the howling slowed. I responded by slowing my movements - I had gotten close, but thankfully was still master of my domain in this round. I pulled my face away from hers, and looked into her eyes, smiling.

"So, how was that?" I asked. She didn't immediately reply, choosing instead to take her head in her hands and pull me down for our most intense kiss yet.

"Absolutely fantastic!" she said when she'd released me. "I can't believe we haven't done that before! All those years of being in your class and I had no idea you were such a fucking machine!"

I chuckled, and withdrew out of her body. My erection was still strong and stiff, but the urgency to release another load had subsided for now.

"The only thing we didn't do very well was slow down enough for Cathy to take notes!" Becky commented with a grin.

"I think I picked up enough, thanks," Cathy replied with a similar smile. "And I'm ready when you are, Mr K."

"Of course, my love. Just give a man a few minutes to calm down a bit, won't you? I got pretty close there in the end, Becky. You're certainly a passionate one - I don't think I've ever done it with such a wild cat before!"

"I'll bet you say that to all the girls!" she replied, lying down next to me and lightly brushing the tips of her fingers down my chest. Cathy was now lying on my other side, repeating Becky's actions.

"So all that time when you were sitting in my class together, you were secretly planning this?" I asked Cathy as I put my arm around her and began caressing her shoulder.

"Well, not planning, but hoping. Or dreaming. Sometimes when you were talking I would be off in a day dream ..."

"Oh, well, thanks - I can see you were obviously riveted by the material then! I know some of Shakespeare's sonnets can be a little boring, especially the first ones, but ..."

"No, it wasn't that! You know I loved the subject, and I loved listening to you. I used to imagine it was just me that was in the class, and that you'd move closer to me as you spoke, and then maybe even reach out to touch me ... I knew it would never happen, not like that. But whenever you caught my eye in class I used to wonder what would happen if you knew what I was thinking. I was afraid that if you knew I had a crush on you then you might make me move to another class."

"There's no way that would ever have happened - I couldn't let my star pupil leave me! I have another question for you - were you and Becky just good friends back then, or had you already had your 'special' sleepovers?"

The two girls giggled. "Wouldn't you like to know?" Becky asked.

"We had experimented by then," Cathy replied, with a smile. "Mainly just kissing - Becky had first kissed a boy years ago, and I had always wanted to know how to do it so one day she just showed me. We used to compare out breasts all the time as well, at least until I realised that mine weren't going to get any bigger ... "

"Well Cathy, you know what they say - more than a handful's wasted!"

"Hey!" Becky complained, propping herself up on one elbow and glaring at me.

"Of course, Becky, you always have been an exception to the rule!" I added, reaching out to touch both of her breasts lightly. "So tell me, when did you two first start being actual lovers?"

"It was the weekend after my 18th birthday, last year," Cathy said. "I'd had a party at my house but because my parents were there it was pretty tame - we were allowed a bit to drink but not a lot. Even so we were both a little drunk. Becky was staying over, like she used to do once a month or so, and we were sharing my double bed as usual. I don't think we'd slept over for a while by then -"

"No, it had been a year or so, I think. When my parents moved out to the country and it became harder for me to just pop around, we didn't do it so often I guess. Plus, that was the year we drifted apart a little, because we were mainly in different classes, and that was the year I had to be in that other class because of my other options."

"Yes, that's right. Anyway, we both got changed and Becky had this new nightie on, a sheer pink silk one. She'd got me a similar one for my birthday present, although it was black, so I put that on and we got into bed. We were sitting up talking, when I noticed just how low cut her top was -"

"Because I'd altered the neck and brought it down two inches!"

"Yeah, something like that. Anyway, I couldn't take my eyes off her cleavage. I'd never really thought about breasts being sexy before - I could never see why boys were so obsessed with them - but now, all of a sudden, I thought I could almost understand. Anyway, Becky noticed me looking at them and asked if I wanted to see the entire breast. I didn't really know what to think, so I just nodded. She wiggled a bit to get her nightie up over her hips, then pulled it all the way over her head so that she was sitting in my bed in just her panties. I stared and stared, before Becky took one of my hands and put in on her breast. I jumped, but somehow my hand's reflex wasn't to pull away but instead to grab hold.

"Soon I took her other breast in my other hand and just sat there playing with them. Then she suggested I put one in my mouth -"

"Had you done this before?" I asked Becky. "You seemed to be pretty much in charge of the situation."

"I had, once or twice. I was really nervous as well, but I'd broken up with my boyfriend the weekend before and was just really horny so I thought I'd see how far we could go. I wasn't really sure if Cathy would be up for it, but as it turned out all she'd needed was a bit to drink and a bit of cleavage on show."

"Tell me what happened next, Cathy," I encouraged, wanting to hear the rest of the story.

"Don't just tell him, Cathy - let's show him," Becky said with a gleam in her eye. She crawled up over my body and sat next to Cathy, starting to caress her friend's breasts.

"Okay, well, before I knew it we were both pretty much naked - although we had our panties on still - and playing with each other's breasts. It was the first time I'd touched anyone else's breasts before, and I was amazed by how smooth they were but also how big and how much they seemed to weigh. I just kept squeezing them and pushing them together, like this..."

"And it felt really good, too, just like now," Becky added. "Then I got you to lower your head and kiss one of my breasts - mmm, like that - and then you just automatically started sucking on it, and playing with the nipple - oh, yes, and the other nipple you were pinching and turning, and it just felt so good..."

"Yeah, and I was just so excited by it all, especially when Becky pulled me up and then started doing the same to me. I was just buzzing out, it felt so good - oh! - yes, that's right Becky, then you put your hand on my pussy, although it was still covered then. You had to reach under my panties but then you started massaging it, like that, and I just could have died, it felt so good. So much better than when I'd done it to myself."

"It must have felt good, because you started moaning and pushing your pelvis into my hand. So I pulled back and suggested that we take our panties off - which we did - and then you just stared at my pussy for so long -"

"That's because it was completely bald! I was shocked, at first I thought maybe you didn't have any hair there at all, because shaving had never occurred to me."

"Although you do it now - look at that nice firm flesh there!"

"Yeah, well I'm not too sure about that little bit of hair you have on the top - you've obviously kept up the shaving around the lips, why not on the top as well?"

"Why do men have goatees? Sometimes a little bit of hair draws attention to everything, just like this. Anyway, while you were staring I grabbed your right hand and put it on top, like this, and then started rubbing against it, while I started frigging you off, like this."

"Ah! Oh, that's right, and then you - mmm - kissed me and pushed me onto my back on the bed, then slid down my body, then - ooh - kissed me right there, and the next thing I knew your tongue was down there, and in there, and I just couldn't believe it... oh, yeah Becky ... like that ... then after a little while you stopped, and looked up at me, and turned around to stick your bum in my face, only it wasn't just your bum. For the first time I had a close up look at a pussy, and I just wanted to touch it again, so I did, and I pushed my fingers into it, and forced it open, and then you put your thighs around my head and all but sat on my face as you were still licking me, so I started doing the same ... like this ..."