Professor Becomes the Student Ch. 01

"The last thing I'll say today everyone, make SURE you study chapter four. It's going to be real important on the quiz tomorrow!"

The usual annoyed murmur as the class let out. It was Thursday night, these college freshmen were about to be out partying. No way in hell they even opened that History 101 book or listened to anything I taught them this class.

I didn't even care. Getting smart wouldn't get them anywhere. It didn't get ME anywhere.

I watched them in disgust. The tall, muscular freshman boys talking about the dumbest shit imaginable. Sports, their big parties, their dad's cars... And the cute, hot, basically naked freshmen girls biting their lips and nodding like little puppy dogs.

Weren't these girls high school graduates? Isn't this one of the most prestigious schools in the country? Why is it that they fall for these behemoth idiot boys who are mentally middle schoolers?

I glanced at my phone. Still no response from her.

Maybe I was just bitter. Yea. Maybe I should just accept that, already.

I sat back and opened my phone to the text I'd sent more than a day ago, now. To the woman I truly could love. She was technically my supervisor, but we'd become good friends in the past year. She's taller than I am, and that is saying something. She's got this dark, stunning hair that drapes over her and curls just a little at the ends. She's got these wonderful brown eyes, kind and full of every color you can think of. Her legs are long and always dancing. She has the most beautiful laugh I've ever heard. And the most beautiful name I'd ever heard. Lilian Best.

I stared at that name now, in my messages, my long paragraph of love still unnoticed.

I thought of myself as intellectual, kind, personable. But women seemed to not be drawn to me. Maybe I wasn't very attractive, maybe I seemed smug or intimidating... or maybe just stupid? Or full of myself? But here I was, close to 33, having barely ever touched another woman, save one pity fuck way back in grad school. Maybe it was because I went to community college. I never had this experience. Maybe I'd just die alone.....

"Heyyyy?!"

I looked up from my phone, startled. I tensed up. I hadn't noticed that a student was still in the room. To have been addressed by one was a legitimate shock to me.

She was just standing there, smiling in this funny way up at me. She was small, maybe 5 feet tall, with bright wavy hair that fell down her short, tanned torso all the way to her waste, none of which her tiny white tank top covered. She looked incredibly young, definitely a freshman. She had big blue eyes, and a cute little smile. I just knew her as the giggly girl at the back of the class whose legs literally dangled off of the seats.

"Uh... yea, what's up Kaitlyn.."

"Katie!" she said, happily. "I was wondering how I could.... like... raise my grade a little bit? So my parents won't get mad? They're paying a lot you know!" She laughed. Not a care in the world.

I sighed. "Well, the quiz tomorrow probably would boost your grade---"

"I meant in a different way."

She looked up at me with her big blue eyes, biting her lip, and waiting for an answer.

"Uh....." I began to sweat as she walked over behind the desk. "Is that a joke? It's either not funny, or wildly inappropriate."

"Well, duh!!!" She giggled. I noticed her ass was bulging slightly from her ripped cutoff jeans. "But I reaaaaally want to raise my grade."

"Well..." I thought about it as every man would. "Uh. No. I'm going to report this if you ask again."

She sighed. She inched over to my chair and sat on the armrest awkwardly. Her leg was touching my arm, now, and I felt her leg on mine. She kicked off her flipflop, her bare foot on top of my sneaker. Her nails were painted an aquamarine.

She didn't move. "Look. We don't even have to include the school stuff. The truth is..."

She started giggling again, looking away from me shyly. Her face was getting a bit red.

"I just kinda think you're cute, ok?"

My heart was beating faster now, and I'm sure my hands were clammy. What was this? What's going on? There's no way this college chick with probably a million options is sitting here trying to get with me. It just doesn't make sense. But I didn't exactly get up as she sat ran her fingers over mine.

"I just... I'm not sure----"

She stood up, now. She was barely taller than me when I was sitting.

"Ooohhh-kaaaaaay, look. I just wanna make out a littttttle. That's it, I prooooomise." She smelt strongly like strawberries. "I'll even drop out of your class right after, so nobody can get in trouble. I've just always wanted to do something with a professor. "

She seemed suddenly flustered, jittery. I noticed her cheeks start to get red.

Meanwhile, I was basically shaking, her so close to me. I imagined the last woman I had sex with. Almost five years ago, a lady at a bar who reminded me a bit too much of one of my aunts. I also remember feeling that she had a mustache. I also remember having to ask her more than once.

Then, here was this girl. Just here, for me. Looking at her, it wasn't her tan, rounded legs that turned me on. It wasn't her beautiful strawberry blonde hair falling over her bare shoulders. It wasn't her chest, which threatened to pop out of the small white tube top with every little frantic flick and movement she made. It wasn't even the fact that she was a college student and I was a TA.

It was that she looked just as turned on as I was. She was looking at me how she looks at those jocks, as if at any moment she might strip down and start tending to their every whim. She wasn't like the girls that you look at in porn, who look like they'd like to be anywhere else. She wanted to be here. Right now. *With* me. I've never experienced that before.

Her knee brushed up against my inner thigh. I jumped. ".... Alright." I said, eyes fixated on her lips. "Just can't be here. Come with me to my office."

She smirked. "Oooh-kayy" she laughed. Before I could turn to go, she planted a perfectly wet, juicy kiss onto me, her tongue swiping mine. She grabbed my wrist with her entire hand, and pulled me out the door.

-----------

Walking up to the office, on the top floor of the academic building, was a very surreal experience. I pulled my hand away from hers a few times, which got easier each time the sweatier both our hands got. As we walked, both empty handed, we got strange looks from the few students left in the building this close to the weekend. Sometimes, she'd ask something about history as if that's what we were interacting for, and I'd answer, both of us staring directly into each others' eyes, knowing we were about to make our own history in a moment.

I hit a split second of sanity when she checked her phone on the elevator ride up. A bit of blood reached my brain just for a moment. Should I be doing this? This seems dumb. Am I going to lose my job? No. Maybe? Who cares. I hate my job. But still. She said making out quickly, and that's it. Just making out. For a second. I could pass that off as an accidental thing, that she started. Anything else... well, I won't go there. It will be a funny story. That I couldn't tell anyone. That's all.

I watched as she answered what seemed to be thousands of snapchat messages from girls and boys alike. She took a quick selfie (not including me), giggled, and sent it. I couldn't believe how cute she looked all suntanned, her freckles speckling her cheeks and her nose. She had a big, perfect, toothy smile she made whenever she laughed.

Finally, we were on the top floor. The late afternoon sun shone bright through the front window as we hurried to my office. We were shuffling so quickly that her tiny ripped jean shorts started to fall off of her right side. Suddenly, her bare ass was out in front of me, round and smooth. She only got a few steps further, now feet from the office, when her pants slid all the way down to her knees.

"Oh! Hahaha!" She giggled, walking awkwardly, with the jeans now on her ankles.

I let out a thing that was maybe a laugh, but mostly a weird sigh. She was mooning me now, her short, curvy, smooth legs scuffing each other. Her ass was bigger than I thought, yet it made sense. She laughed. I laughed, too, from behind.

"Do you like the view back there??" She joked. She turned around, her full bottom half staring back at me. She just kicked her pants off, now walking bare foot, bare legged, bare assed through the study lounge. I noticed that she had a really cute freckle near her inner thigh. How do I explain what a cute freckle is? I'm not sure. But she had one.

Boy...... She *was* cute, though. Right? Wasn't she? Or was I just... horny?

Nah, I'd thought she was cute the moment she walked into my class a few weeks ago. She'd walked in happy as could be, completely tan from the summer, her bright hair shimmering as she giggled with all the boys. Excited to go to her first college party.

And the whole time I had her in class, I did think about her a lot I guess. Not really that she was cute, although that was part of it. I never even dreamed of a scenario where we were... together. Nah. It was more that...

I guess I was almost jealous of her. Just coming to college. A young, beautiful, naive girl. Lots of friends. Parties. Sex, I'm sure. I almost resented her. I almost wanted to live one day as her. Almost.

"Hey, which one is your office?? I'm Winnie The Pooh here!" She laughed at herself.

I snapped back into reality as I saw her standing with her tiny jean shorts around her ankles now, just her tube top holding her body in order.I tried not to look directly at her. "Uh... this one." I walked over to my shared office. Was Lilian on office hours? I forget now. I sure hope not.

As I jangled my keys, Katie touched my wrist. She giggled at something, I wasn't sure what. As she was very close to me now, I realized she smelled like vanilla. She was close to me now, and I was feeling warm. "So." I felt the breath of each word on my neck. "Since you've seen my butt and all... can I just call you Lucas? Or still... Mr. TA man."

I wasn't really paying attention to what she was saying after "butt". Once she said that, I glanced down to the left at her. I noticed up close, that her legs were... rounder than I thought they'd be. They were short, rounded... and kind of toned. I didn't expect calves like that on such a small person.

The lock was still jangling. Please don't be anyone in there.

"Uhhhhhh hey??" She pushed me playfully. "Gonna answer my question?"

I stuttered. "Uh. Oh. Yea. You can call me Lucas."

The key finally turned.

To my relief, when the door to my office opened, nobody was there. I grabbed her by the hand and pulled her into my tiny office. I locked the door. It smelt like old coffee in here. Who cares?

For a moment, we just looked at each other, and did nothing. She smiled that toothy grin at me again. "Soooooo.....?"

I looked down, anxious, now that we were finally here. This was definitely wrong. This was a student. In a public office. Almost naked. But also....

She didn't give me a chance to eventually say yes. She ran up and pushed me against the couch, her lips locked on mine again. This time though.... it was different. Ravenous.

Her lips were so soft as she jammed them into mine. She threw my glasses onto the table, running her hands up my shirt.

Just kissing. Just kissing. I can pass off kissing. If someone finds out. We were just kissing.

As she slid her hands up through my shirt and over my nipples, my shirt went with her. She wrapped her fingers over my shoulders, pushing into me. Our lips were on fire as one of her boobs popped under her white tube top, rubbing up against my naked chest.

I don't think either of us really noticed that she'd moved up onto the chair with me, bouncing on me, grinding back and fourth, up and down as we made out. She had begun to rub her naked ass onto my legs. Both of us were breathing heavily now.

Suddenly, she licked my cheek, and then my neck. Her head bobbed lower as she unbuttoned my jeans.

I jumped up, making a strange yelp.

"Hey!" I said, my pants pushing hard against me. "You.. You gotta go. We only said... we'd make out."

I felt like an idiot for saying it. But I could get in a lot of trouble if I went further.

She looked sad... or, confused. Her freckly body drooped, as she discretely put her hand under her legs.

"Could I...."

I cocked my head at her.

"Ok pleeeease can I suck your cock....?" She twinkled her eyes at me. "It just... it really turns me on. Then, I promise I'll leave you alone. I just really want to suck you dick. And it's right there!!!" she ran her fingers over my jeans.

I stood there, dumbfounded. She just giggled at me and kissed my nose. I was about to protest, as she crouched down onto the carpet. Both of her boobs had escaped the tube top now. Nobody ever said it was meant for function.

Her mouth on my belly button.

"No!" I said, finally. "We've got to... You know." I felt lightheaded, the blood rushing a certain place. She looked up at me, her huge eyes, and back down. She finally slid my pants down, and I felt the breeze on my bare balls. I really should stop her.

I knew it was too late when I felt the warm, wet, familiar shape of her mouth wrap gently around my cock and slid over me. She sucked in slowly and deeply, the suction making my legs buckle. I shuttered, close to kneeling.

As she slurped back and forth, the soft warmth of her boobs bounced against my legs. Sometimes, she would get down on all fours and lick me like a lollypop, smiling all the way. She'd let me relax, slow down, lick my shaft, my balls, my inner thigh for a moment. Then, she'd jump right back in, suctioning me through her, my balls in her hands.

I moaned unintentionally, the pleasure of her mouth around me swimming through my entire body. "Fuccccck" My legs finally buckled, and I almost fell to the floor, lightheaded. She laughed hard at that, me still in her mouth. Strangely, the breath of quick air and the mouth movement she made laughing, her teeth accidentally bouncing against my dick in there, sent another pleasure shockwave through me. I sat down onto the carpet, unable to stand.

She readjusted, sliding over to me. I could feel a certain wet heat rubbing up my leg as she slid toward me on the ground. She stood on her knees, breathing heavily as she rubbed herself up and down my right leg. "Oooooooh... " her voice was low. It felt like a warm sponge was washing over me, just sort of scrubbing on me. I felt goosebumps as she slid right over my thigh, that wet feeling now very close to where her mouth just was. I was starting to feel close to something. Tense. Tight.

Finally she stopped for a moment, and looked up at me with her big blue eyes. I couldn't believe that those eyes belonged to the same person anymore. I liked this Katie so much more. And from the looks of her odd expression... she was liking me more and more by the moment.

Lightly humping my thigh, she leaned over and planted a wet, sloppy kiss on my lips, her arms sliding over my back in a strangely romantic way.

Her eyes glanced toward the floor cutely and her cheeks turned a soft red. She whispered in my ear. "I know... I know I said we'd stop. But.... I mean..... I wouldn't be opposed... if you wanna.."

I didn't even bother hesitating this time. At this point.... It had to happen. I nodded. She smiled, that adorable toothy white smile. I grabbed her by the waist and picked her up, slid her over me, as she giggled in delight. "Oh professor!"

I laughed at that. I'm just a TA.

She bit my lip, wrapped her hands gently around my cock, placed it right under her... We both were shivering in anticipation, here on the floor of my office. As I felt my tip just grazing the warm inside of her, she leaned over and whispered quietly into my ear...

"Fuck me."

The warmth radiating between us grew hot as she slid herself down over me. I moaned involuntarily again, the warm wet feeling that had been playing on my legs now over my most sensitive extremity. I wrapped my arms under her breasts, squeezing them, sliding her slowly down, up, down further, to the left, to the right, all over me.

"Oh Professor!" She laughed at first. I laughed slightly, but was too in the moment to even realize.

We giggled as she sat atop me, crouching a little lower, a little bit deeper each time.

Her voice softened. "Oh professor..." She said as I brought her further down into me, feeling her fully over my cock now.

"MmmmMMM" She exclaimed almost in surprise, as if biting into an unexpectedly delicious chocolate cake.

She closed her eyes tight. I pushed a little deeper, a little quicker. "ooooh.... oooaaah.... " She whispered involuntarily this time, She giggled. "Oh sorry. Hahaha. That was.... oh fuck... that was...... embarrassing... Oooooohhhh."

She squeezed her eyes shut again. "Oh fuckkkkkk. Prof---- oh fuck... Luuuucas......" A strange mix of surprise and delight between short breaths. She pushed herself deeper into me, faster now, gyrating herself all over me.

We were going faster now, pushing further within each other. I saw her pretty blue eyes peering into mine, her pupils suddenly huge. She smiled a big silly grin at me. I smile back as her hair smacks me in the face. I feel her weight shift closer to me with each motion, my whole body is tensing up.... I feel something coming.

I wasn't ready for it to be over yet. I suddenly get a burst of energy, and an idea to make this last. I wrap my arms around her, quickly pull her off of me and stand and slide her onto the desk. I hold one of her legs up by her ankle, and lick from her calf, up her inner thigh, and finally between her legs, eating her out for just a few moments, sucking, tasting. I'd never tried this before, but I was hoping I would do it right. As she sighed loudly and her toes curled next to me, I was pretty sure I had.

For a brief instance, feeling on top of the world, I kissed her clit, her taint, and in a brief moment of utter confidence and pure lust for her body, I licked right up into her asshole. She let out a strange squeal and looked at me with a dopey smile, her mouth open wide.

She giggled loudly. "That was dirrrrrty!!!" she bopped me on the head. Her giggle turned into a full on laugh. She was so adorable. So pretty. I couldn't help it. I leaned over and kissed her, a long, deep, passionate kiss with my hands on her cheeks.

Our eyes locked, inches from each other. And then she smiled, and told me "That tasted like my ass."

We both burst out laughing, but only for a moment. We don't have time to stay away from each other. Tumbling onto the couch as our mouths make moves, Katie suddenly spreads her legs out wider than I thought was humanly possible. She grabs her own ankles, smirks at me, and spreads her legs out almost over her head. She's breathing heavily now, there's no time for an explanation for how she's that flexible. Her breathing grows louder as my my cock grazes the very top of her wide open cunt.

My hands sliding down her legs, I let myself slide slowly into her as that incredible warm electric feeling overwhelms us both. "Fuccccccccck". I'm in her, around her. I feel her tightening around me. Fuck, she's really so beautiful. She's so fucking hot.

I lean into her deep, at a strange angle, to see if I can reach her to kiss her. Suddenly, as my dick pushes hard against a very firm spot, Katie's big blue eyes widen at me. Her legs shutter in all different directions so I have to catch them. She grabs hold of my ass, her fingernails digging into me, and pushes me deep into her with a very loud high pitched moan. "How did you---" her words are cut off by her body. I push deeper, we go harder, faster, my hands running over her breasts, her nipples, her nails scraping my back and my neck, and down to my ass. The only word she can manage to muster is "THERE! RIGHT THERE--" before her words turn into unintelligible moans.