All characters and places in this story are fictional and in no way reperesent any person or places.

My name is Dereck Williams and I work as a lab instructor at a local community college. I am 40 and about 6’ tall with brown hair and a nice build, but I wouldn’t say that I’m every girls dream. I’m shy and therefore stay pretty much to myself without doing much dating.

Recently, I walked into lab to teach a class and was stunned by what I saw. There in the front row was an angel. She had beautiful black hair, gorgeous sapphire blue eyes and stood about 5’5”. She had on a light flowery summer dress with a sloping v-neck running down through her ample breasts. I would have to say at least a 36c or 38c and they appeared firm as can be. I felt my heart start to race and my mouth started to drool. I had never seen a woman as beautiful as her, one that made my heart race like she did.

I walked to my desk, and put my bag down. I take off my jacket before facing the white board, to write up all the info on it for the day. I spun around to the door to shut it as usual before starting class. I noticed her looking at me, and then she blushed, turning her head away from me. After I closed the door and returned to my desk, I noticed her staring at me again with a rosy blush, hot on her cheeks. I introduced myself to the class, and called roll as I usually did on the first day of class so that I could learn everybody’s name. I called all of them out, and checked them off as I went through the roster, but when I got to her name, Cassandra; I made an extra mark by it to remember it.

When class was finished she picked up her stuff and left. This went on for over a month. Then one day, she came to me one day during class, and asked if she could speak to me after the lesson.

“Sure, meet me in my office right after and I’d be happy to help you however I can,” I told her. Little did I know that she had the same attraction to me that I had for her! We finished up with class and I left for my office, then noticed that she was walking right next to me with her face blushing. I couldn’t keep the smile off my face, but I told myself, “Be cool, she probably just needs help preparing for the mid-term.”

When we got to my office, I unlocked the door, and moved to the side allowing her to enter first. I closed the door behind us and offered her a seat, taking my own. I gazed at her and she looked back at me like a bashful teenager with a crush on her instructor. It didn’t bother me in the slightest as she was just beautiful.

“Well, Cassandra, what can I do for you.”

“Please, call me Cassie. I seem to be struggling in lab and need some additional help to understand the material.” She said looking at me with those deep sapphire blue eyes. I took a deep breath, trying to be professional.

“I can recommend some excellent students from my advanced class that can assist you,” I replied. She look disappointed for some reason, and started to pick up her bag as though she were about to leave. “Cassie, what is wrong,” I said. “I just offered to get you the help that you asked for?”

“You have helped me so much in class already, and I feel safe with your help. I don’t want any body else.” She looked up at me. I sat back in my chair and stared back at her for a moment.

“I’ll make you a deal; I’ll conduct my office hours in the classroom, so I can be close by if you need help. After that, we’ll see where you’re at. Deal?” Her eyes lit up like it was Christmas.

“Thank you Professor, you do not know what this means to me,” her cheeks burnt red with a blush.

“We’ll start tomorrow.” I replied, smiling back at her.

As my door closed behind her, I could smell her perfume lingering in my office, and I suddenly realized that I was rock hard. I got up from my desk to lock the door and close the blinds, then went back to my desk. I pulled out my raging hard-on and stroked it until I came. For the rest of the day all I could think of was her. I had to have her. She was a dream come true for me. I couldn’t explain it if I had to, but I knew she was everything that I would ever want in a woman and more.

I went home that night again with, Cassie pictured in my mind, wondering how she would feel underneath me in my bed. I went to sleep dreaming of her and woke up with a raging hard on that could pound a nail. I took care of it in the shower, got dressed and left for work. As I was walking from my car to class, I noticed that Cassie was walking in front of me. Her ass swinging side to side made me hard as a rock again, though I couldn’t want her any more than I already did. When she got to the front door she, saw me in the refection.

“Hi, professor.” She looked down and saw the huge bulge in my pants. I covered it with my backpack and turned bright red as I walked towards her smiling face. “Did I cause that?” she asked, with what I thought might be a mischievous grin. I was so embarrassed I couldn’t speak. I was red in the face and walked quickly to the door, opening it and letting her walk in before me. She just smiled. “Aren’t you going to say good morning to me, Professor?”

“Good Morning, Cassie,” was all I could think of to say and I went straight to my office, hoping nobody had noticed our exchange or, more importantly, the telephone pole in my pants. After a few minutes, a soft knock on my door woke me from my fantasy of having this beautiful woman.

“Come in,” I said, figuring it was the dean or a colleague, but the door opened and there was Cassie. My heart leapt.

“Professor, I did not mean to upset you earlier with my comment. I’m sorry, it’s just…” She stopped and looked down, started to cry and then turned to leave.

“Wait, Cassie. Please, come back in and have a seat. I would like to talk to you, as well. And please, call me Dereck.” She turned and looked at me as if she was scared to come back in. I stood up and came from around my desk towards her. “Are you alright? You don’t have to be scared of me, I’m harmless.” Taking her arm gently, I led her back into my office and shut the door. I looked at her face and walked her to a chair and sat down next to her. “Cassie what is it. You did nothing wrong; I’m the one that should be embarrassed for being in that situation.” She looked up at me and smiled.

“Professor, uh, Dereck… you should never be embarrassed for that. You are a handsome man and it’s flattering to have you look at me like that.” I was completely dumbfounded and didn’t know what to say.

“Cassie, I am sorry that you had to see that and it will never happen again.” She took my hand and looked me in the eye with the passion that could launch a thousand ships.

“Please don’t say that. I like it when you look at me. It makes me feel wanted and desired. I really like you, Dereck, you are a handsome and charming man.” She leaned in and kissed me full on the lips. Her lips were soft, wet and full of desire. At that point I was lost in seldom felt feeling of burning passion. I returned the kiss, letting my lips part and my tongue seek hers out. She accepted my kiss with enthusiasm. Our mouths opened and parted and our tongues danced the most sensual dance ever.

I was becoming hard again and knew I had to break this kiss up, but I didn’t want to. I wanted the kiss to continue, to keep going forever, and I reached out very softly and caressed one of her breasts through her shirt. She let out a small moan when my hand made contact with her breast, her nipple hard and poking through her blouse in to the palm of my hand. She broke the kiss and looked in to my eyes

“I wondered how long it was going to take you to see me.” I pulled my hand away and turned red in the face.

“I’m sorry, I shouldn’t have done that. Please forgive me.” She took my hand and placed it back on her breast.

“There is nothing to forgive at all, this is where your hand belongs. I have wanted it there since the first day I met you, wanted you from that day.” I looked at her transfixed to her eyes.

“You have?” I asked her.

“Yes silly. Have you not seen the way I look at you in class, like the other day when I was in your office with you, asking for help?”

I was speechless. I took her face in my hands and kissed her square on the lips and let my tongue caress her soft, sensual full lips. Her lips parted and her tongue started to circle mine as our kiss depended. As our tongues started wrestling with each other, I pulled her to me and held her close. This kiss went on for about 10 minutes and when our kiss finally broke, we were gasping for air.

“Cassie, I have wanted you from the first moment that day when I walked into class and saw you sitting there. You were like an angle from heaven. I did nothing about it because I thought that you were out of my league and would have nothing to do with me.” She reached up and caressed my check.

“You have nothing to worry about, you now have me, and tonight after class, I am going to show you just how much of me you have.” I was blushing, as I have never really had a girlfriend. Here was this beautiful woman telling me that she was going to show me... well, everything! I’d had dates before and been with a few women in the past, but never one that got my blood boiling every time I looked at her. She saw me blushing and took my chin and kissed me again. “You have nothing to blush at,” she simply said. “I am the one that should be blushing. I am sitting in the lap of my professor in his office telling him that I love him.”

“You love me?” I started to cough and stammered.

“Yes, I think it was love at first sight.” She blushed. I kissed her again and could feel her nipples poking through her blouse against my chest.

“How did you get to the college today?” I asked.

“I drove my car, why?”

“I am going to take you on a proper date before we go any further. Maybe a couple of them so that you don’t think I’m some lecherous man just trying to get you into bed and then forget about you. I want us to get to know each other.”

“I think that is wonderful; I want to know you better, a lot better.” She replied and, reached up to caress my cheek softly. After kissing me again, she handed me a closed note card, smelling strongly of her perfume. “Here is my address. Pick me up at 6:30.” Kissing me deeply one last time, she turned and walked out, turned as she did with a smile and said, “See you tonight, handsome”.

Looking down after coming out of my shock at what had just happened, I noticed not only her address, but her phone number and a hand-written note: “Dereck ~ once you feel more comfortable with us, that huge sausage that I was just sitting on is mine.” I was so turned on at this point I had to do something. Locking my door and hanging my “Out of Office” sign, I sat, still somewhat stunned, but uncomfortably aware of my still-raging hard-on. I whipped it out to bring relieve when there was a knock on my door. Zipping back up, mumbling to myself about shitty timing, I went back to the door and opened it up.

“I can not leave you like this. I have to help you.” Cassie whispered, pushing me quickly inside with one finger to her lips. She turned around and took my hand and walked me back to the chair. She reached out and undid my belt, slowly unzipping my pants.

“Cassie, what are you doing? We can’t do this, not… not here!”

“Dereck, I can’t wait. I want you and I want you now. I have to feel that monster in my hands and in my mouth.

At least let me do this and if you show up tonight, then I know I have not ruined my chances. If you don’t then I will understand.” She reached up and kissed my lips. She dropped my pants to the floor, and began pulling my boxers down when she gasped, “You’re so big and beautiful and thick.” I didn’t think that I was all that special, but I guess that 9 ½ inches long and 3” inches thick is big after all.

She then reached out with the tip of her tongue and ran it around my head as I let out a little moan. I fell back into the chair and she kneeled in front of me between my legs and took all my cock in her mouth. She went all the way to the base of my cock and took it in to the back of her throat. As she did this she let out little moans that vibrated around my cock and made it pulse. I knew I wouldn’t last long this way if she kept it up. She then started to pull back and then went down with the little moans.

“God, I’m going to cum,” I moaned. I felt my balls pull up and get ready to release. She was right there and cupped my balls and went all the way back down. “Cassie, I’m cumming,” was all that I could tell her before I shot the first rope down her throat. My head fell back and I let out a final moan of release, satisfaction, I continued cumming down her throat until she pulled back to run her tongue around my cock while I shot the next four into her mouth.

“That’s just a little sampling of what is to come later, handsome,” she said, standing up with that devilish grin of hers that turns me on. Cassie released my manhood and swallowed all of my cum and then completely licked my cock clean. Getting up, she carefully put my cock back in my pants and left for class.

After she left for class, I called and made sure that flowers would be delivered to her home along with a box of the best chocolates they had. I then called and made reservations at one of the best restaurant in town for 7:30 before heading to class. As I taught the class, the longest one of my life, incidentally, I watched Cassie out of the corner of my eye as she would look at me and lick her lips and wink at me. Little did she know that she was making me hard again when she did that! The rest of the day seemed to drag on forever.

Later that day as I prepared to leave work for the day, there was a knock at the door. I answered the door and, seeing a young man with what appeared to be mail.

“Sorry, the mail rooms down the hall to your left.” I said.

“Are you Professor Williams?” he asked. Nodding, he said “This is for you; sign here, please.” It was from Cassie. He also handed me a box. I tipped him, thanked him, and closed the door hurriedly. I opened the note first.

“Dearest Dereck: I wanted to give you something to remember me by until you pick me up. I wore them for you all day and I have been very wet for you and I will be ready for our evening as soon as you get here to pick me up. Love, Your Cassie. PS I love the flowers and the chocolates.” Opening the box, I found a pair of panties and the crotch was still damp, smelling strongly of her sexiness. I held them up to my nose and inhaled deeply. It was intoxicating, to say the least. Her smell was that of lilacs and jasmine mixed with honey. Putting them in my pocket, I grabbed my things and went home.

Once I got home I pulled out the panties and smelled the sweet scent of Cassie. I became hard again and knew I had little time to get ready. Putting them down on my dresser, I showered as quickly as I could. Seeing myself out in the mirror, I thought to myself, “Not bad for a guy of 40.” Soaping up, it was all I could do to keep from thinking about Cassie, being with her, and with her scent still in my nose from her panties, I got hard again, picturing her giving me a blow job in my office earlier in the day, and found myself stroking the beast again. I began to imagine her coming into the shower with me, seeing that beautiful body of hers with her firm breasts pressed against my chest. I could feel myself caressing her firm heart-shaped ass in my hands and was soon sending me seed all over the wall of the shower. Finishing quickly in anticipation, I dried off and picked out my best suit and tie, shaved, got dressed, and picked up my stuff on the way out the door.

On the drive to her place to pick her up, I stopped and picked up a red rose to give her when she answered the door. I finally arrived at her door and knocked. When she answered the door, I was in awe of what I saw standing in front of me. She stood there in a black satin dress with her hair all done up and stockings and high heals. Her makeup was barely noticeable, simple and elegant only to highlight her natural beauty. From 1 to 10, she was a 12.

“Good evening, handsome,” she said, giggling. “By the look on your face, I would say that you are pleased.”

“You are absolutely just stunning. You are so beautiful.” Coming out of my trance, I managed a dry-throated reply. She stepped for ward and gave me a kiss on the lips. I kissed her back with all the passion I had. I pulled back and looked in her eyes and could see the passion that she had for me. I pulled the rose from behind me and handed it to her. Giving her my arm, “shall we go?” She took my arm and we walked down to my car and I held the passenger door open and she slid in. I closed her door, took a deep breath and walked around to join her in the car. I looked at her, smiled and started the car. Pulling away from the house and heading to the restaurant, I said, “Cassie, you look so beautiful tonight you take my breath away.”

“Dereck, you are so handsome that you always take my breath away.” she replied as she took my hand blushing, and laid it in her lap. I was now turning red and squeezed her hand. We got to the restaurant and I had the valet park the car while I escorted my beautiful date in. I noticed that everyone was looking at Cassie, especially the guys, and it made me swell with pride to have such a beautiful woman on my arm. At the same time it made me a little jealous of the guys staring at her. I took my hand from her and put my arm around her and pulled her close to me, telling everyone that she was mine. She looked at me as I put my arm around her and puffed up my chest, and she blushed a little.

“Are you getting jealous of the others looking at me?” She whispered. I let my chest sink in, and took my arm away from her, thinking that she was mad.

“Sorry, I didn’t mean to make you uncomfortable.”

“I like your arm where it was so put it back there and leave it there.” She saw my dejected look and whispered once again. I looked up at her face and her eyes that sparkle like the night sky, her smile and her eyes were burning with desire. I took my arm and put it back around her and we went to our table in the back corner. It was a beautiful setting in Old Italy style with red and white chequered table clothes on the tables and candles burning dimly. I had ordered a nice bottle of red wine to be ready for us when we got there. Allowing her to slide in and I sat down next to her. She slid back over next to me and placed her hand on my leg, kissing my check.

We sipped wine and studied the menu with her never taking her hand off my leg. The food there was good, I’m sure, it always is, but I couldn’t tell you what either of us ate. We sat and talked about ourselves and our lives, getting to know each other yet feeling we’d known each other for years. She had been married before and had kids and was going back to school to get a degree in computer sciences so she could get a better job. I told her that she would have all my support and I would help her with anything I could. The whole time we were talking her hand rubbed my leg up and down. I was starting to feel my cock growing in my pants and I know that she did, too, as the sparkle in her eyes she said: “I want you.”

“Would you like to come to my place and have a cup of coffee or a night cap with me?” I said. I paid the bill and we left.

“But of course, you silly man. Is that all you want to do?” as She squeezed my leg again. I leaned in and kissed her.

“I would love it if you stayed the night.” I whispered in her ear.

“I had already planned on it.” She said to me and smiled. As we got in, she slid over to sit right next to me. I put my arm around her.

“Cassie, I really do like you and would love to be with you, but I don’t want to rush this.” I said, with all the seriousness I could summon.

“Dereck, I want you to know that I like you, too, but I am not going anywhere and I want to be with you. I have to tell you that from the first time I saw you, my panties have been wet from day one. I have wanted to be with you from the first day. So take me home and make love to me and then we will go from there.” She said and smiled.

I smiled to myself and thought, “She is the one I want for the rest of my life, but take it slow; you have been burned before.” I pulled into the driveway of my house and she seemed as happy as could be.

“Your house is beautiful. I can’t wait the see the inside.” I parked the car, walked around to open her door and offered her my hand. As we entered, I locked the door behind us. She stepped into me, took me in her arms and kissed me as deeply as I’d ever been kissed.

After our kiss broke I picked her up in my arms and took her to my bedroom and gently laid her on my bed. I pulled off her high heels and set them on the floor. I turned back to her and took her gently in my arms and kissed her softly on the lips and she started undoing my shirt and tie. With in seconds clothes were flying everywhere and then we were both naked and laying on the bed together.

I was in complete lust and desire for her and her body. She was an angel from heaven and had beautiful breasts that the nipples still pointed up wards towards the ceiling. I started to kiss my way down her neck to her breasts. I took the left nipple in to my mouth and started to kiss it and flick it with my tongue while my hand caressed her right breast.

I then switched to the right breast with my mouth and moved my other hand to her breast and pinched the nipple with my finger. Cassie was moaning by now and moving her hips with small thrusts up. I started to kiss down her stomach and came to the treasured valley between her legs. She spread her legs with a big smile on her face and desire in her eyes as she looked at me. I started to kiss the inside of her thighs and she moaned. I worked from one thigh to the other with out touching her pussy.

“Please eat my pussy Dereck, I want you there so badly.” She said, going wild with lust and kept trying to move my head to her pussy. I look up at her and then went down on her. I started liking her pussy like there was no tomorrow. I took one long lick for the bottom of her pussy to the top and circled my tongue around her clit. I could feel her shiver when I touched her clit with my tongue. I then sucked her clit in with me teeth gently and flicked all over it with my tongue.

She started squirming and rocking her hips trying to push up against my face. She reached down and placed them on my head holding me closer. As I continue to work on her clit I slowly slide I finger into her pussy and search for her g-spot. She was moaning loader and her body was shaking from the tongue lashing that she was getting. She was arching her back and pushing up against my face with her pussy, I then found her g-spot and started applying pressure to it and working it with my finger. Her body went stiff as she had a very intense orgasm. I kept up the assault on her clit and g-spot and slowed as she came down from her orgasm. She was now lying limp on my bed as her breathing slowed.

I had crawled up next to her on the bed as she opened her eyes and looked up at me. Her eyes were filled with love and desire.

“Dereck I have never had an orgasm like that in my life!” I gently kissed her, tasting her juices still on my lips.

To be Continued……..