At the Top of the Class

Brad sat in the front row facing the left side of the chalkboard. That's where Mrs. Holland spent most of her time, talking to the senior chemistry class and writing equations which most of the class did not understand. The guys were always talking about how hot she was for being so old. The truth is she was just 45, not too old by some standards. Not too old to find herself deprived of her youthful firm body good looks anyway.

Brad liked to watch her strong shapely calves on the days when she wore skirts. She liked to wear anklets too and open toed sandals that showed off her beautifully pedicured toes and high arches. Sometimes she would strain to reach the top of the chalk board and raise herself up on her toes, flexing her calves and showing the back of her soles. That hardened his cock instantly and he would fantasize about how it would feel to have her legs wrapped around his shoulders while he made love to her.

It was during a moment such as just described that Brad was made the laughing stock of the class. He had been so distracted by his fantasy of his sexy teacher that he could not even hear Mrs. Holland asking the class who could describe what "oxidation" was. In addition, He was unaware that the object of his fantasy, Mrs. Holland, had called upon him several times to answer her question. The result was universal laughter in the classroom. The bell could not ring soon enough, but when it did, much to his further embarrassment and the resounding amusement of his schoolmates, Mrs. Holland asked him to remain after class.

"Brad, could you shut the door please," she requested. The hallway was buzzing with noise and jubilation brought about by the end of the school day. Mrs. Holland sat down at her desk, irritated.

"You could be doing much better in this class," she remarked. "You're an A student, popular, handsome, good in sports and you are getting a C- in my class." She glared at him as if prompting him to explain.

"I...I just..." Brad was unable to elaborate. What should he say? That he was always too busy staring at her legs? That he was day dreaming about sucking on her painted toes? That he had an erection every day in her class? He didn't say anything. But he didn't need to.

"I think I know what the problem is," observed Mrs. Holland. Her irritation was fading. Brad grew red with embarrassment.

"The whole semester you've been staring at my legs and feet. I see you doing this almost every day I wear a skirt." Brad's mouth dropped. God, he was that obvious? Mrs. Holland smiled. "Are you attracted to me Brad?"

He stammered. "It's not...It's not like that!"

Mrs. Holland smiled. "What is it like? Why are you looking at me like you do?" She could see that Brad was nearly exasperated and shamed. "Look, It's ok Brad. I am not upset with you. It's totally normal. You're young and attractive and have sensual feelings. But I want you to start paying attention to the class material."

Brad felt a little less embarrassed after this consolation. He looked at Mrs. Holland. She was sitting in her chair with her legs crossed, dangling her sandal. Brad looked down at her exposed skin and quickly turned away.

Mrs. Holland smiled. "You can look. Go ahead." Brad didn't know how to respond. Really? She was giving him permission to stare at her? "In fact," she continued, "I want you to get a closer look." Mrs. Holland motioned for Brad to kneel next to her chair which he cautiously did. "You know Brad," she divulged,"My feet and calves get very tired after standing all day. Maybe we could help each other a bit."

Brad was confused. "How Mrs. Holland?" She gave a thoughtful expression and smiled.

"So I'm thinking it works like this. You massage my feet and calves every day after class for 20 minutes while I review homework. You will get get your fix of looking at my feet and my legs and will be able to pay attention in class."

Brad's eyes widened. Seriously? He would do that in a heart beat.

Brad would remember that day forever. Mrs. Holland got him a cushion and he sat under her desk. It was big enough that he could lean up in back and she could still stretch her legs out. Brad pulled the sandal from her foot and held up Mrs. Holland's calf by placing a hand under her bare heel. He gently and firmly massaged each calf this way and then massaged her feet. "That is so good Brad!", she remarked several times.

Brad continued to massage the soles of her feet. He had never had his face so close to a woman's feet before. They gave off a musky sweet aroma like a pheromone that made his already stiff cock begin to ooze with pre-cum. It was so euphoric that Brad couldn't help himself. He could see that Mrs. Holland was leaning over her desk and could not see him. Brad quietly and subtly began to pinch and rub the tip of his cock. He wanted to cum in the worst way.

Brad quietly unzipped his jeans and pulled out his cock enough through the slit in his underwear that he could jerk it off. he softly put his mouth and nose on Mrs. Holland's soles, kissed her soles and breathed in her scent. His whole body trembled at his orgasm. God, he hoped she hadn't noticed! His shirt and jeans were covered in his cum.

Each day, for weeks Brad Massaged his hot teacher's legs and feet and covertly masturbated to her. He couldn't get enough. One day before beginning one of these sessions, Mrs. Holland was beaming with excitement. She was holding a paper in her hands. "Brad!" she exclaimed. "I am proud to say, you got the best grade on the Final Exam and you now have an A."

Brad lit up with pride. He had studied hard at home though he really still spent his class time thinking about his teacher.

"I'm going to make you dinner tonight as a way of thanking you for your effort in my class and," she paused, drawing in a long wistful breath. "Also, thanking you for all those wonderful massages."

Brad happily accepted but also realized that the class would be over soon and couldn't believe it. What would he do? He was nearly 19 and going off to college soon. He could no longer see her.

Later that evening he arrived at Mrs. Holland's house. She and Mr. Holland were separated and she lived alone without room mates. They enjoyed a nice quiet dinner of pasta and salad during which Brad thought of nothing but Mrs. Holland's naked body beneath him and her legs wrapped around his shoulders.

He wanted to tell her how he masturbated while he massaged her but it was too embarrassing. He wanted to tell her that he wanted her in every way. That he was obsessed with her. Mrs Holland Poured herself a tall glass of wine.

"I've been patient with you Brad," she remarked. Brad didn't understand.

Mrs.Holland laughed. "I've been patient by keeping my hands off of you."

Could it be true that she wanted him? The idea of that sent torrential swells of blood to his cock. She was looking at him differently than she had before.

"You're a pretty piece of flesh, Brad. Do you know how badly I wanted to fuck you when you were under my desk kissing on my feet and playing with your cock?" Brad felt both mortified and excited. She knew all along.

"Do you know what it did to me to have to sit there day after day and smell your cum and and pretend I didn't know you were getting off to me?" She rose from her seat and walked over to Brad, kissed him and placed her hand on his cock- swelled jeans. Brad kissed her back hard. "Oh god yes!", he said. "I want you, Mrs.Holland."

She led him to her bed room. "You know it won't work out between us, Brad." Brad kissed her neck and mouth. He didn't care about all that. Yes, it was inappropriate. Yes it was wrong. But they both wanted it. "But it's going to work out fine tonight, isn't it?", he asked.

Mrs. Holland smiled and knelt down, quickly dropping Brad's jeans and swallowing his cock, pleasantly surprised at how big it was. She teased and sucked him until his cock was purple and his his pre-cum juices mixed with her saliva, rubbing her swollen clit underneath her skirt all the while.

She couldn't wait to feel his young, stiff pole, ram-rodding her pussy.

Her body was hotter than Brad ever imagined. Mrs. Holland removed her blouse and bra revealing her large pink nippled breasts. Brad sucked and caressed them as she dropped her skirt and panties. Brad knew the shape of her ass already. He had admired it on the days she taught in her tight jeans. It was flawless. White as pearl, hard as stone. She turned to him.

"Kneel down and lick my pussy Brad." He complied eagerly, going to his knees in front of her and holding her ass tightly. God it was so firm! Brad licked and suckled her dripping tangy clit all the while feeling his cock rubbing against her silky legs. Mrs. Holland put both of her hands on the back of his head and ground her pussy tightly against her young student's mouth. It felt so good.

She had wanted to wait. She wanted to cum while she fucked his cock. But it felt so good. He was penetrating so deep for oral. "I'm going to cum in your mouth, baby. Don't stop licking me!" Brad forced his strong tongue further inside of her, pressing the top of it hard on her clit. It was like nothing she had felt before.

Mrs. Holland felt her pussy begin to erupt in a violent orgasm and she moaned in ecstasy. "Tongue fuck me baby!", she pleaded. All of the stress of the school year. The stress of having to be around so many hot young firm bodied men, especially Brad, and pretend to never be attracted or aroused. She released her pent up juices and emotions into Brad's mouth passionately.

After she came, Mrs. Holland fell back onto the bed and took several long breaths. It was the best oral orgasm she had ever received. She needed a moment, though she desperately wanted Brad to fuck her.

"That was so good Brad," she confessed, sitting up on the edge of the bed. "It was the best I've had." Brad was kneeling in the same spot, his cock throbbing. Mrs. Holland wanted him to explode. She wanted to feel his cock deep in her pussy then swallow down all of his cum. She grabbed his anxious cock and stroked it while she kissed him, aggressively licking and probing the inside of his mouth with her tongue. She could tell Brad liked it and wanted to give him what he needed.

"Lay down on the floor Brad", Mrs. Holland requested. She Stood over him and ran her foot softly up and down his naked body for several minutes, softly teasing him. Then, sitting on the bed she began to rub his cock with her feet, occasionally letting Brad kiss and suck her toes. He liked it, she could tell. Brad's cock was so engorged it nearly burst out of its own skin as she stroked the underside of it with her toes.

"Fuck me", ordered Mrs Holland, ready for his cock. She couldn't have gotten it any bigger. Brad immediately stood up and began kissing his teacher passionately. He would not last long in her pussy. Mrs. Holland pulled him down onto the bed and guided his cock into her body. Her pussy was so wet and tight.

It hurt going in and they both moaned. Brad kissed her mouth and she reciprocated with the naughty spit filled deep tongue kisses that she knew he liked. His cock was like a well lubed diesel piston and with each thrust he pushed his pelvis harder against her aching clit. She threw her ankles around Brad's neck as he began to fuck her harder and she pulled him closer.

"Tell me when you're going to cum baby," she implored. Mrs. Holland didn't know if she wanted Brad to cum in her pussy or mouth and she couldn't have it both ways. She could feel herself coming to orgasm again. Brad was fucking her harder and sucking her soft toes. He was moaning hard. She came again, just before him. She wanted to swallow him down. She wanted to feel his load in her mouth and taste and savor his salty sweet teenage cum. She pushed him out and grabbed his cock, jerking it as hard as she could and squeezing his balls uncomfortably hard.

"Are you going to cum for me baby?" she asked. "Are you going to cum in my mouth?"

Brad began to moan with pleasure and pain and came into her open mouth. Mrs. Holland felt the full pressure of his teenage balls explode into the back of her throat as she swallowed and lapped up every pulse of his sweet cum. She stroked and squeezed his cock dry.

The pair collapsed on the bed, embraced and closed their eyes. It had been a good year for both student and teacher. "Brad?", asked Mrs. Holland, in disbelief of what her student had just done to her. Amazed at how he had made her feel. "Forget what I said about this not working out."

Brad kissed her gently and smiled. "Maybe you'll tell me your first name", he said.

She laughed and hugged him. "Maybe I will."

*Thanks to Ink queen 484 for her helpful suggestions!