My Surprise

At the age of twenty-five, I'd finally got my life together to go back to university and finish my degree. I was living with my new partner, Allison, who was also a student. We'd been together for six months when we moved into to an apartment.

I'd been an open lesbian since I was seventeen and Allison was the best lover I'd ever had. We were on our way to becoming the best of friends. Always wearing her blonde hair loosely, she was twenty-three, 5'11" with a 34B cup bosom that stood out on her tall thin body. I'd been with several women before, but Allison and I "hit it off" and I thought I had found the love of my life.

Where Allison had a happy and carefree personality, I was always serious and depressed. With shoulder length hair, I wear glasses and always look serious to people who don't know me. I have a nice figure on my 5'8" frame. I've gotten my share of looks from both men and women with my 35B cup bosom. The big difference between us was that I was secure with my body-image and Allison wasn't. Any hint that I wasn't happy with her body got us into trouble.

Things changed for us when I noticed my economics professor, Prof. Lisa Banks starring at me before her lecture. Actually, I caught her starring at me a lot. She was an older woman, fifty-eight. She was small, at 5'5" but had an elegant and very feminine air about her. Her hair was always had a nice perm and she wore expensive suites with jewelry. She wore a lot of makeup that gave her a healthy tan look even she had pretty wrinkles around her eyes. To look at her, you knew she was a professional woman but you always knew she was someone's mother. She also looked like the confident stylish woman every lesbian was attracted to.

I was curious about her starring. I'd been a lesbian long enough to know a stare from a leer. Out of curiosity I went to talk to Prof. Banks in her office. She was polite and happy to see me. We talked about general things besides the course she was teaching. To my surprise, she invited me to lunch the next day.

It wasn't long before we were taking small walks around campus at noon and drinking coffee late in the day. I caught her starring at me many times but I was too frightened to confront her about it.

Later, I began to fantasize about the older woman. I liked the way she carried herself and her feminine ways. I wondered what it would be like to kiss her and make love to her. Actually, I became obsessed with my fantasy and caught myself thinking about Lisa when Allison and I made love. To take away my guilt, I introduced Allison to the professor during one of our lunch meetings. My partner got very angry when I hinted to her about my attraction to the older woman.

After a few months I thought I was going mad. Prof. Banks wanted me to spend more time with her but we never talked about anything important. She kept starring at me but patronized me as if I were her daughter. I was really getting pissed off at her.

Finally, during one of our walks, I took her hand. I loved her hands. They were so delicate looking with her aged skin, nail polish and the large gold wedding rings she wore. The older woman pulled her hand away, almost offended by my gesture. I got angry and told her to meet me in her office.

We walked without speaking to her office. I shut the door and locked it

"I think you're attracted to me, but you can't admit it," I said, not hiding my anger. "Stopping fucking around, you miserable bitch. I'm not a toy, you know"

"I'm sorry, Sherri," Lisa said with fear in her voice. "I can't be seen with you holding hands, in public."

"Oh fuck that shit," I yelled. "Are you attracted to me?"

I could see the older woman wasn't going to talk about it. Before I let her speak again, I hugged her and kissed her on the lips. I could feel her resist but I would not let go. Instead I eased my tongue into her mouth, tasting her red lipstick. I pushed it in despite her attempts to close her mouth. But her resistance was weak. I could feel her relax and soon enjoy the kiss. I pressed our lips tightly together.

The smell of her perfume and the first taste of her mouth intoxicated me. To my surprise I became sexually aroused quickly. I had never kissed an older woman, certainly not as old as Lisa. There was something taboo about it and it intrigued me and excited me sexually. I could feel my sex tingle and my nipples hardened against my bra cups. I wondered if Lisa was feeling the same.

Finally, we stopped kissing. I looked the older woman in the eyes.

"I've wanted to do that with you for a long time," I said bluntly. "I hope you can admit that."

"Yes, she said, still gasping for breath. I've wanted to do that but you have to understand, I'm not in position to explore such things. I'm a person in authority and..."

"Oh shut up you bitch," I cut her off in a stern voice. "You can't admit to what you want when it is staring you in the face. We're going to kiss again, this time do like you mean it and stop fighting me. You're only harming yourself."

Lisa was shocked at my tone but inside she liked the strong language and the idea that I was taking control.

I put my mouth over hers and launched my tongue between her dainty thin red lips again. Instead of resistance I felt her lean into me. We explored each other's mouth and enjoyed the tastes of our kisses. My hand moved from her back, up her side, and planted itself over a breast. I caressed her blouse trying to feel her nipple. Lisa had small breasts and I could feel she was wearing an underwire bra for support. My hand seized the entire breast and massaged it. Instead of resisting, Lisa gave out a long sigh. She gave no indication she was as sexually aroused as I was. I could feel the wetness in my panties and my tits harden. I had always fantasized about making love to an older woman and here I was doing it with one of my professors, a woman of fifty-eight!

"Did that feel good, Lisa?" I asked. "Please no more superficial garbage. Just tell me what you feel."

"Yes, I like it Sherri. It's all too new to me. I mean, my daughter is older than you."

"Oh shut up, you stupid bitch," I replied sharply again. "You always have excuses. Did you like me touching her breasts?

"Yes, you have a very soft touch, dear."

Saying no more, I kissed her blouse on the crest of her breasts. I could feel the bra underneath so I pushed my tongue against it. I bit into a fragment of the fabric making contact with her nipple underneath.

"Oh, Sherri," Lisa sighed, "that feels so good."

The older woman was afraid to admit her own pleasure. Lisa pressed my head against her bosom and I opened my mouth wider to grab a sizeable portion of her cupped breast in my mouth. I had never done such a thing before but I was wild with arousal. My urges seemed uncontrollable as I sucked on the woman's covered breast. I felt Lisa's nipple swell underneath her bra as I bit into it. She didn't seem to mind the stain my salvia was making on her dark blouse. Instead, she massaged my neck under my long blond hair, gently encouraging me.

When I stopped, we kissed again. For a moment, Lisa let her passions out and we embraced tenderly and lovingly. Our breathing became heavy but we paused as we heard footsteps outside the office door.

I was very aroused and I wanted to cum. I decided to do what I wanted even if it shocked Professor Banks.

"Lisa, I'm very aroused and I want to make love to you right here and now. I know we can't do that. You're probably too uncomfortable but I would like to masturbate. Have you ever watched another woman masturbate?

"No, I mean, why would I? No I never have," she said nervously.

"Do you think you could make yourself cum if we sat down?" I asked.

"I'm not sure, honey. It's been years since I masturbated." She hesitated before she began. "My husband has been very demanding over the years. I haven't had a happy marriage, certainly not sexually.

"Oh shut up! You married bitches are all the same. You're making me hot and all you want is to moan over your stupid marriage," I growled. "I'm going to masturbate even if you don't want to."

I pushed her toward a small institutional love seat in the corner of her office. Seating her, she looked anxiously at me as I unzipped the back of my skirt and pulled it down to the floor. I was wearing white socks with ankle boots that had heels. I left them on. I unbuttoned my blouse but didn't take it off. Lisa stared at my black panties and bra. I could see she was attracted to my body even though she couldn't admit it to herself.

"Don't tell me you're wearing stupid pantyhose?" I asked rudely.

"Yes, I'm sorry Sherri. I always do. I..."

"Take off them off," I commanded. "I don't ever want you to wear them again when we're together, alright?"

"Yes, alright," she replied as she stood, slipped her hands under her skirt, and rolled down the pantyhose.

Sitting myself beside her, I brought her close and kissed. She was hesitant but softened to the idea as she put her arm around my bare shoulder. Our kisses grew deeper. I told her she was a good kisser and she smiled at the compliment.

In a moment, I slipped my hand into my panties.

"I never thought I'd get so horny just to kiss you, Lisa," I said when there was a pause in our frenzied kissing. "I feel a real chemistry between us. Is it hard to believe that I'm attracted to you?"

"I don't know what to think, Sherri. You're such a beautiful young lady and I feel like such an old bag."

"I'm not attracted to old bags, Lisa," I replied seriously, "and I'd never want to fuck you if you were just and old bag. You're an elegant lady. I'm attracted to you. I hope you can respect that."

Before she could answer I took her hand and placed it on black lace demi-bra. She cupped one breast and felt its thickness and warm. Her fondling and squeezing was gentle and soothing.

My hand was beginning to ream myself quickly. Lisa stared at my hand.

"If you want to help, I'd love to feel your hand over mine Lisa," I said as my breathing became hard. "It would mean a lot to me."

I could see Lisa liked the idea and she slipped her hand into my panties over mine. As we resumed kissing, the thought that this older woman could be my mother came to mind. Even more, I was curious about the sexual arousal of older women. As my fantasy grew I felt her hand slip further over mine as she pushed one of her fingers into me.

I stopped kissing and stroked her face with my hand.

"Do you like what you're doing, darling?" I asked tenderly. "You're finger feels so good inside me. Pardon my wetness, but I'm cumming soon."

"No need to apologize, Sherri," she replied nervously, her hand keeping pace with mine between my legs. "I've waited for such a moment like this for a long time. You climax when you feel ready. I'm just glad to help out."

Her hand rhythm matched mine as I felt my orgasm grow and spread from my loins in all directions. We kept kissing and kissing until my lust exploded. I was sucking her tongue as my orgasm burst inside me. Lisa held me tight and she felt the tremors in my body.

As I calmed, I grasped her hand, the one that had been in my panties and we sat their, looking into each other's eyes.

"Thank you, Lisa," I whispered

"No, I want to thank you Sherri," she said softly. "I've never felt like this before."

Slithering off the seat, I slipped to my knees and spread her legs. To my surprise, Lisa didn't put up any resistance. I spread her legs and pushed her skirt up to her waist. She was wearing a pair of dark purple panties. As I looked at her crotch, a new surge of sexual lust filled my body. I kissed her crotch and felt her feminine scent and sweat for the first time. I knew she was aroused but scared. I pushed my tongue against her panties. My arousal only increased as I thought of Lisa's age and who she was. Her inner thighs were creamy white and her skin had a lot of freckles. Her stomach wasn't flat but she wasn't fat either.

Just as she was relaxing, there was a knock at door. It was locked but the knocking scared both of us. We remained silent until whoever was in the hall left.

I wanted to continue but Lisa was too frightened. Standing up, I was angry that I had to do all the work to get her to respond to me.

"We'll go now, Lisa," I said sternly standing with my crotch eye-level to her face, "but I want you to clean me. I'm wet inside."

Lisa looked puzzled at me. She knew what I meant for her to do. I put my hands on my hips indicating that I wasn't going to move. She reached for her purse and took out a handkerchief. But she couldn't move. She sat there staring at my panties.

"Just don't sit there, you dumb bitch," I said angrily. "If you want to kiss it, go ahead. Stopping waiting for me to tell you do everything."

"I'm sorry Sherri," she said meekly, "I'm not used to this. Please be patient with me."

I didn't reply but stood there with my hands on my hips looking down at the professor. Slowly, she brought her face forward and I felt her lips touch my crotch. Her nose pressed against the fabric before her hands took hold of my legs. Then her tongue pushed against the panty. I let her smell my crotch and kiss my moist panties. Finally she looked up and told me how beautiful I was.

"Do it, bitch," replied loudly.

She brought her hands up to the waist band of the panties and rolled them down to my knees. A strong aroma of my sexual juices filled the room. She stared at my pubic hairs and the glistening wetness on them. I was going to call her a nasty name again but she put her nose to my pubis and sniffed my womanhood.

"This is what you wanted for a long time, isn't Lisa?" I asked softly, pressing her mouth against me.

"Hmm," was all she could reply.

She let her fingers glide through my pubic hairs, looking at my slit. I knew she wanted to explore. She carefully looked at my labial folds and their ruby-red color. It felt odd to have someone look so closely at me. It wasn't long before I felt her tongue slide along my slit. Even though this was her first time kissing a pussy, she knew what to do. I let the panties fall to my feet and spread my legs for Lisa's mouth to reach between my legs. Lisa closed her eyes and smelt my sex as she let her cheeks brush against my pubic hair. Her touching and probing made me feel so strong and vulnerable at the same time. I liked an older straight woman using me to get in touch with her own desires. It made me feel proud to be a woman.

Lisa's tongue was cautious but soft. She tasted my sex for the first time sending me into ecstasy. Allison never had the same effect on me.

Despite Lisa's licking and kissing, I was uncomfortable. I had never cum standing and I found myself in a strange position. I had finally got Lisa to do to me what I wanted but I wasn't sure if I couldn't reach the pleasure I wanted standing.

Sensing my problem, Lisa looked up at me. She was still wearing her glasses and she seemed younger looking all of a sudden.

"Are you alright, Sherri.?" she asked with concern. "I'm doing it ok for you, am I?"

"Yes, I am..." I shuttered in my response letting her know that I wasn't comfortable.

Lisa stood up and looked at me with tenderness and kissed me on my lips. Looking into my eyes she said: "Just see me as a mother trying to help her daughter, if that makes you feel better."

She then sat down again and seized my hips, bringing her mouth to my furry pussy and I felt her hot tongue enter my cunt. This time her touch was like electricity. I was immediately aroused. Her maternal words of comfort ignited my sexual energy. I could have masturbated on my head if I had to.

I stood there, happy to have her take control of the situation for the moment. She looked so natural licking me that I felt calm once again. I was shocked at my own response. While I thought Lisa was just a dumb bitch, like a good mother, she knew what counted.

I soon began aroused and felt myself in control again. I directed her tongue to the upper part of my slit.

"Stick your tongue in further," I ordered. There was a pause as she did as I instructed her. "Yes, there. Now, lick hard. Yes! That feels so good. Do you know what you're licking?"

Pulling her mouth away from me for a moment, she replied: "clitoris."

Lisa held onto my hips more firmly. She was losing herself in her lustful play with my pussy. My breathing became shallow as another orgasm was building inside me. As my orgasm grew, I didn't know if I could really cum standing. Lisa, now sensitive to my needs, detected my distress and asked if she should stop. I said no. She suggested putting one of my legs on the chair beside her to steady myself. I did and my legs opened wider for her pleasure and mine.

My juices were flowing steadily and to my surprise Lisa licked them into her mouth. I wanted to cum but I needed to put my hands on Lisa's shoulders to steady myself. To gain psychological control back I told Lisa to stop.

"Your lipstick is smudged and sloppy. Fix it before you make me cum," I said in a low strong voice.

Lisa looked up, almost in a daze. She didn't question my request but grabbed for her purse again and took out her red lipstick and compact. She applied more lipstick and fixed her smudges and checked her hair where I ruffled it. When she finished she resumed her kissing and licking. I couldn't help myself. Lisa looked happy as she gently darted her tongue into my sex. I couldn't believe how erotic it was to watch an older woman suck me. It was like a hidden fantasy come true. Lisa enjoyed cupping my ass and pressing me closer to her. Every so often there would be a slurping sound as she sucked in the lubricant from my pussy. I couldn't hold back anymore. My hips bucked into Lisa's face. I felt her tongue lash my clit harder and harder. I groaned and grunted as the orgasm radiated its pleasure throughout my body. It was the best I'd had in a long time, more intense then the ones I had with Allison.

After I bucked my hips several times, I flopped down beside Lisa and put my hand in my crotch and squeezed my legs. My body kept shuddering. She saw the pleasure I was having and put her arm around me.

"Was that alright for you, Sherri?" She asked with concern.

"Yea, that was more than alright. For a woman who never kissed pussy before, you're pretty good."

"I've dreamed a lot about it for a long time," she replied. "It felt better doing it than dreaming about it."

We kissed again. Her mouth was still filled with my juices.

Slowly I spread my legs and Lisa gently wiped my hairy pussy me with her handkerchief. She was acting very maternal again and I became very self-conscious, like I often did around my real mother over the way I dressed or did my hair.

Lisa was still wiping my pubis when I asked in a girlish voice: "My pussy, it's hairy, isn't it? If you want me to shave, I will."

"No dear, your vagina is beautiful," she replied with a smile, brushing hair from my face. "I like all the hair. It felt so good against my face. Thanks for letting me kiss you there. You're so brave. If no one has told you lately, you've got a beautiful body. I haven't been telling you the truth. I have been staring at you for a long time. I find you gorgeous woman. I'm very attracted to you. You don't know how much I've wanted to be with you. That is why I just can't run away right now."

Her words melted me. We looked into each other's eyes and kissed passionately again. I could still taste my own cunt juices on her lips, but it didn't matter. It struck me just then that I was falling in love with Professor Banks.

"I'm sorry for calling you a lot of bad names and using such a strong tone with you Lisa. Please forgive me. I was really out of place."

"No Sherri, don't apologize," she interrupted me. "I don't mind. Really, I enjoy it when you do it. I find it exciting. If it pleasures you, keep doing it. Just keep it for something between the two of us."