I had just stepped out of the shower after work when I heard my phone announce a message.  I grabbed a towel, dried off one arm, and tapped the screen.  What I saw brought a wide smile to my face.

“Bored and horny.  Come over?” the message read.

Natalie and I had been friends with benefits for a couple of years.  The sex was great, and it was easier than trying to play the dating game or find someone to hook up with all the time.  We both had hectic schedules between college and part-time jobs, so it worked perfectly for both of us.

“On my way,” I answered, and then hurried to dry off and dress.  A few minutes later, I jumped in the car and headed to her house.

There were two cars in the driveway when I parked in front of the house, and one of them belonged to Nat’s mom.  At any other girl’s house, it would have been either a disaster or an inconvenience.  But at Natalie’s place, it only made me smile again as I climbed out of the car.

That grin widened when her mom opened the door in response to me ringing the bell.  Nat’s mom was smoking hot, and every guy’s favorite substitute teacher at the high school.  Seeing her at home was even better.

She was wearing her red hair down, spilling over her shoulders instead of up in a bun.  Those shoulders were mostly bare, obstructed only by the thin straps of the white dress she was wearing, and dotted with freckles.  The hem of the dress only reached halfway to her knee, showing off a great pair of legs as well.

Her tits were the real show stoppers.  They were huge, and the dress looked like it could barely contain them.

“Come on in,” she said, and squeezed my bicep as I passed.  “Did you just get back from the gym?”

I chuckled and said, “No, I haven’t been in a couple of days.”  The flirtatious banter between us was something that had developed in the last couple of months.  “Nice dress, Ms. White.”

“Why, thank you.”

That was when Natalie called out from her room down the hall.  “Hey, when you’re done perving on my mom, bring me a bottle of water from the fridge.”

Ms. White folded her arms in front of her, which lifted her tits and made them look even more incredible.  “Are you perving on me?”

“Would I do that?”

“I don’t know,” she said, and then grinned.  She nodded toward the kitchen before strutting over to the couch.

My eyes dropped straight to her ass swaying back and forth.  The dress wasn’t tight enough to see much, but it was still a fine show.

“Hello?” Nat called out.

“Water.  Got it,” I answered on my way to the kitchen.

On the way back through the living room, I saw Ms. White putting on her noise-cancelling headphones.  It wasn’t my first visit to the house, after all, and she knew exactly what was going on.  Thankfully, she wasn’t a prude.

Natalie was lying on the bed in nothing but a red bra and panties when I walked in.  She smiled at me as I closed the door, and then beckoned me with a waving finger.

I whipped off my shirt as I walked toward the bed, and sat the water bottle on her dresser along the way.  Meanwhile, Nat sat up over her knees and popped the clasp on her bra.  Our clothing fell to the floor in a rush.  I was there to fuck, and she’d called me to get fucked, so there wasn’t any need to talk about it or play games.

She had a head start, so by the time I was pulling down my pants, she was already naked and playing with herself.  Fingers slippery with her juices wrapped around my cock as soon as it sprang free.  Trying to wriggle and stomp my way out of the denim while she jerked me off wasn’t easy, but I’d had plenty of practice.

As soon as my legs were free, I pushed her down onto the bed.  She squealed in mock alarm, but it only took her a second to find my erection again when I crawled over top of her.  They weren’t as big as her mom’s, but Nat had awesome tits, and they were calling to me.

Her hand squeezed around me and she gasped when I sucked her left nipple hard.

It was all raw sexual need as we writhed on the bed.  She stroked me.  I sucked her tits.  She ground her pussy against my leg.  There was no mistaking how wet and horny she was when she did that.  As nice as her tits were, I was ready to head south.  I let her nipple go and planted a kiss on her stomach.

Her phone sounded off the alert for an incoming message, but she ignored it to push on the top of my head.  She was just as eager for me to get between her legs and eat her out as I was.  Natalie was the first girl I ever went down on, and in all the years since, I’d never found a sweeter pussy than hers.

“Fuck yes.  Lick my pussy,” she barked at me as I dived in.

I heard the text alert tone go off again – though it was muffled by her thighs against my ears.  Her yelp when I flicked her clit was much louder.  She dug her fingers into the back of my head as she pushed me away from the sensitive bud.  There was a half grin on my face as I resisted and tickled her hood with the tip of my tongue.

Then the phone rang, playing Moves Like Jagger.

Nat said, “Damn it,” and let go of my head.

I assumed she was reaching for the phone to turn it off when she shifted on the mattress.  I was too busy licking her to look.

Then she gasped and said, “Oh, shit.”

The next thing I know, she’s pushing on my head and trying to wriggle away.  I held on tight and tongued her clit again, but that earned me a bop on top of the head.  It was hardly what I expected.

“Stop,” she told me, and I knew from the tone of her voice she was serious.

Frustrated, I pulled my head from between her legs.  She immediately sat up and grabbed her phone.  Before she answered it, she said, “Be quiet.”

“Who is it?” I asked.

“Shh,” she admonished, bringing a finger to her lips.  There was a hint of an apology in her voice when she said, “Just a second.”

I pushed up onto my hands, and then my knees while she tapped to answer the call and brought the phone to her ear.

“Hey,” she answered the phone, and then said, “Yes, I’ll take it for you.”

I leaned back on my elbow, making sure she had a good view of my dick bouncing.  She noticed, but turned to look away as soon as she did.

“Yeah, but it doesn’t matter.  A deal’s a deal.  Let me know how it goes.  Okay. Bye.”

“So what’s up?” I asked, and stretched out a leg to tickle her with my toes.

“You’re going to hate me,” she said.  “I have to go into work.”

“Now?” I said, and then fell back flat on the bed.

She sighed and said, “Yes.  Damn it.  Jean took one of my shifts so I could go to that concert with you last month.  I promised that I’d take a shift for her if she needed me to.  She’s got a date with this guy she’s been flirting with for like ever, so today’s the day.”

“Great,” I mumbled.

“I’m sorry,” she said as she swung her legs out of the bed.  Her eyes homed in on my hardon and she added, “So sorry.  I want you so bad, but...”

“I get it,” I told her, trying not to sound as irritated as I actually was.  I had a good thing going with her, and didn’t want to mess it up.

“Maybe there’s somebody else you can hook up with?” she asked as she grabbed some moist wipes from a drawer next to the bed.

I shook my head and said, “Probably just head home.”  Then I slid out of the bed to grab my underwear.  We weren’t technically exclusive, but neither of us had been with anyone else in almost a year.

Natalie finished cleaning up while I pulled on my pants.  I tried not to watch, knowing it was only going to leave me even more frustrated, but it’s hard to ignore a hot, naked girl wiping her pussy a couple of feet away.  After putting on my shirt, I sat down on the bed to put on my shoes and socks.

“Oh, shoot,” she said in the midst of digging underwear out of her dresser.  “Could you do me a huge favor and go get my work smock from the laundry room?”

“Yeah, I got it,” I answered.  She was still naked, so leaving the room was the only way I was going to get rid of my raging hardon.  Once I had my shoes on, I opened the door just wide enough to slip out and headed for the laundry room.

Ms. White glanced my way when I walked into the front room.  She did a double-take, and her expression left no doubt she was surprised to see me.  I was surprised she was seeing me, too.  The smock was easy enough to find, so I grabbed it and made my way back to Natalie’s room.

“I take it I’m not going to need these?” Ms. White said when I walked into the front room again.  She held up her headphones, and then sat them down on the coffee table.

I let out a rueful chuckle and said, “Probably not.”

She shrugged and said, “Sorry.”

“Yeah, me too.”

Nat was wriggling into her jeans when I walked back in, so I left the door open.

“Thanks,” she said as she buttoned her pants.

I laid her smock on the bed and said, “No problem.”

“I only have to work four hours.  Maybe you could come back over after?” she suggested.

“Have to see if I’m awake enough to make the drive.  It’s been a long day.”

You would think an invitation for a booty call would be an automatic yes, but it was going to be an early morning.  The thought of the round trip that late gave me visions of walking around like a zombie the whole next day.

She threw another idea against the wall while she pulled on her blouse.  “Maybe I could come over to your place when I get off?”

Either she was feeling really guilty, or she was even more hot and bothered than I thought.  Maybe both.  It didn’t really matter.

“Ed’s going to have a couple of guys over tonight to watch the game,” I answered.

Natalie sighed and buttoned up her blouse.  “Well, I’ll text you when I get off.  Okay?”

“Sure.”

She was dressed and almost ready to leave, so I hung out while she grabbed her purse, phone, and smock.  I led the way out of her room, planning to walk her to the door.

Ms. White had other ideas when we hit the living room.  She said, “Vince, is there any chance you could run to the refrigerator and get me a bottle of water?”

“Go ahead,” Natalie said, and then puckered her lips into a kiss before continuing to the door.

“What’s in it for me?” I bantered.

Nat’s mom grinned and asked, “I don’t know.  What’s it worth?”

Let me see those tits, was the first thing that popped into my head.  Of course, I didn’t say it.  I was drawing a blank otherwise, so I shook my head and said, “I got it.”

“Well, that was easy,” she remarked as I walked to the kitchen.

I brought her the water, and I was about to say I was headed home when she hit me with a verbal sucker-punch.  “Pretty bad case of blue-balls, huh?”

“Holy...  What the...” I spat and stammered, taken completely off-guard.

She chuckled and said, “Well, you do, don’t you?  I know why you were here, and I know you didn’t have time to do it.  At least I hope not.”

With the initial shock fading, I regained my cool and said, “Yeah, they’re probably a little blue.”

Ms. White offered a sympathetic, “Aww,” and then said, “I hate to see you leave like that.”

I snorted and said, “You and me both.”

“Maybe I could help you with that.”

So much for keeping my cool.  I was probably standing there with my mouth hanging open, looking like a complete dweeb.  I honestly don’t remember.

Ms. White stood up and said, “Natalie was just telling me this morning that I was bitchy and needed to get laid.  So, we could help each other out.”

“Nat would fuckin’ kill me,” I said as soon as the thought formed in my head.

She shrugged and said, “Why?  You’re...  What is it you call it?  Friends with benefits?  Fuck buddies?  You’re not dating.  You’re just fucking.”

“Because you’re her mom.”

“So, don’t tell her.  I won’t.  She’s the one who told me to get laid.”  She held up a finger and smiled.  “I know.”

If I had any doubts that she was serious, they were gone the instant she grabbed the front of her dress and pulled it down.  The straps snapped down off her shoulders, and out tumbled the biggest set of tits I’d ever laid eyes on for real.

She cupped them in her palms and said, “You’ve always wanted to see these, haven’t you?  What do you think?”

They weren’t just big.  They hung down a little, but they were round and firm for tits that size.  She had big nipples, too.  Her high-beams were on, and they burned straight through the fog of surprise in my head.

“You’ve got incredible tits, Ms. White,” I answered.

“Thank you,” she said, and then bent down to pick up the water I’d brought her.  “If you want to see more, I’ll be in my bedroom.  It’s up to you.”

She swept past me – tits bare and bouncing – and strutted toward the hall.  What Natalie might say if she found out was a moot point.  Ms. White had me firmly in her trap, and I was only a couple of steps behind her.  She glanced over her shoulder and moaned when she heard me following.  The extra sway she added to her hips gave me something nice to watch along the way.

Upon reaching her bed, she turned to face me, sat down, and put her water on the nightstand.  It only took me another second to step in front of her, and she went straight for the button of my jeans.

“And I’ve always wanted to see this,” she said as she popped open the button and pulled down the zipper.  Her hand slipped beneath the waistband of my underwear, and emerged holding my cock.

“I always told you that you had potential,” she said while stroking me.  “I just didn’t know how much.”
                
I groaned, hefted her right breast in my palm, and said, “You were always my favorite sub.”

“I wonder why,” she teased.  “I bet there are still a few things I can teach you.”

“You think so?”

“I’m pretty sure.”  She pushed my underwear down farther and squeezed my balls.  “This is even nicer than the chocolate you used to bring me in class.  I wonder if it tastes as good?”

“Only one way to find out.”

“Mmm hmm,” she moaned while pulling me closer.  Then she bent down and tongued the head of my cock.

I groaned, and then grabbed the tail of my shirt to pull it off for the second time that evening.  Her tongue moved to the shaft, wetting it with long, broad strokes.  Once my shirt hit the floor, she reached up to drag her fingernails over my abs.  I tightened up the muscles, and she responded with a growling moan.  The next time her tongue slid up to the head of my cock, she parted her lips and took it in.

“Ah, fuck yeah,” I groaned.  She massaged my cockhead with her lips as she sucked, and kept her tongue working as well.  A couple of seconds later, she took me deeper, sucking hard.  After a dozen wonderful strokes, she let me pop free of her lips.

“Good?” she asked.

“Oh yeah.”

She sat up straight and said, “A good teacher always motivates her students.”

“Yes, Ms. White,” I said, playing along.

A shiver shook her, and she closed her eyes for a second.  When they opened, she said in a low, sultry voice, “Oh, that’s so naughty.”

I couldn’t argue with that.  “So, what now, Ms. White?”

She slipped into her teaching voice and said, “Why don’t you finish taking those clothes off, and we’ll see what you already know.”

Stooping to untie my shoes proved to be an adventure with my pants pulled down to my thighs.  The denim ended up falling to sag over my shoes, which didn’t make stepping on the heels to get out of them any easier.

Ms. White’s shoes dropped to the floor long before I could get mine off, leaving her in a pair of dainty ankle socks.  She slipped her arms out of her dress straps, turned, scooted up to the pillow, and then lay back to pull up the hem.  I had no trouble finding motivation to drop my pants and jerk off my socks when she slid a hand into her cream-colored panties.

Her fingers were still wriggling beneath the cotton when she cupped her left breast in her other hand and said, “Come up here and demonstrate what you know about foreplay, Vincent.”

I grinned and climbed into the bed.  The hand between her legs moved a little faster and she moaned when her eyes focused on my twitching cock.  I crawled to the head of the bed, and though it was hard to ignore the temptation of her tits, I kissed her lips instead.

“Mmm, that’s a very good start,” she said after the brief kiss.

“Thank you, Ms. White,” I responded before kissing her again – much harder.

She drew in a long breath after I pulled away from the tongue-wrangling kiss and said, “Very, very good.”

That was the limit of my endurance.  I laid my hand on her right breast, letting the stiff nipple poke me in the palm, and caressed it with my fingers.  That set off a flurry of activity from the hand in her panties, and drew out a moan.

“A little bigger than what you’re used to, aren’t they?” she asked.

A little was an understatement.  Natalie had great tits, but her mom easily had two cup sizes on her.  I gave her breast a squeeze, and then patted it to make it jiggle.  “Yep.  Love them.”

“Well, show me how you treat them, then.  That’s an important part of foreplay.”

I moved my hand to the side and brushed my finger over her nipple.  She sucked in a gasping breath, arched her back, and then moaned.  Then I reached across to give her other nipple equal treatment.

“Very good, Vincent.  Always pay attention to both, and start off gently.”

“Yes, Ms. White,” I said, since the whole teacher/student thing seemed to be making her hot.  I have to say that it was doing the trick for me, too.  I moved back to her left breast, cupped it, and then bent down to give her nipple a lick.

“Oh!  Oh my,” she cried out, and then shook with a chuckle.  “You’ve been doing your homework,” she continued, though the last word changed into a whimper when I gave her another lick.

“I think this is just one of my good subjects.”

“You’re certainly starting off well.”

I sucked her nipple then, loving the way it felt between my lips.  Like her tits, it was huge.  I swiped it with my tongue as I softly sucked, getting it good and wet, and feeling the texture of it in a way I never could with Nat.

I let it slip from between my lips, and making sure my breath was washing over it, asked, “How’s that, Ms. White?”

“Well done, Vincent.”

“Maybe a little harder?”

She blinked her eyes and moaned.  “That’s the way.  Find out what she likes.  Yes, harder.  Much harder.”

Who was I to argue with that?  I moved to her right nipple and sucked it hard, squeezing it with my lips as well.  Her long, deep moan encouraged me to keep it up.  For good measure, I pinched her left nipple as well.  That earned me another encouraging sign when I felt her fingernails scraping my back.

“You like it that hard?” I asked as I switched the position of my lips and fingers.

“That’s perfect,” she answered when my lips locked onto her nipple again.

It seemed that no matter how aggressive I was, she was always ready for more.  She didn’t even balk when I gave her a nip of my teeth.  I squeezed, sucked, pinched, and licked her awesome tits, living out a fantasy that had crossed my mind more than once.  She moaned and whimpered the whole while.

“You do know the purpose of foreplay, don’t you?” she asked after a couple of minutes of me worshiping her breasts.

I let her nipple go just long enough to answer, “To make you wet,” and then sucked it strongly enough to pull her areolae into my lips.

Her voice still had a teacher’s cadence, but was much higher when she said, “That’s right.”  She took a quick breath and regained control of her voice.  “The purpose of foreplay is to make her vagina lubricate, and your penis erect so you can penetrate her more easily.  Let me see how that erection is coming along.”

I held onto her nipple as I lifted my head, letting it pop from my lips, and then pulled my knees under me.  Her fingers curled around my cock and squeezed.

“Yes, that seems to be nice and hard, Vincent.”

“What about you, Ms. White?” I asked as she lightly stroked my shaft.

“Well, let’s see about that,” she said, and finally pulled her hand out of her panties.  Her fingers were glistening all the way to the second knuckle when they emerged from beneath the cloth.  “Yes, I seem to be quite wet.  See for yourself.”

She lifted her hand, extending the slippery digits toward me, so I pulled them to my lips.  The scent of her arousal hit me at the same time as her bittersweet nectar set me to throbbing in her other hand.  Her juices had a stronger taste than Natalie’s did, but it certainly didn’t put me off.

“Why don’t you take a closer look, just to make sure,” she said after I’d sucked her fingers clean.

I sat down and scooted in front of her.  She bent her knees to give me room, and then nodded toward her panties.  I didn’t even need to take them off to know she was wet, because there was a dark spot on them attesting to that.  I slowly peeled them down, revealing first a narrow strip of long, fiery red curls, and then her bare-shaven pussy.  When she lifted her butt to assist me in pulling down her panties, I got an even better look.  She had slightly protruding pussy lips, but they were neatly folded, hiding what was between.

She had a crooked grin decorating her face when she said, “Why don’t you use your pointer...”  She paused long enough to stick out her tongue and wiggle it, “And identify everything for me, so I know you paid attention to anatomy.”

I chuckled as I dropped down onto my hands and she parted her legs to let me in.

“First, the labia majora,” she said.

I slipped out my tongue for a long, broad tongued lap on both sides of her pussy, barely a pinky-width away from her folds.

“Good.  Now the labia minora.”

She drew in a stuttering breath when my tongue slid up the parting of her lips, wiggling back and forth.  When I reached the top, I stopped just shy of her clit and worked my way back down.

She let me make three passes and whimpered several times, so I asked, “Is that right, Ms. White?”

“So very right,” she said, slipping out of character for a moment, but then continued the lesson.  “Now, show me the vagina.”

I turned my head to the side, used my fingers to part her lips, and pushed my tongue into her.  She gasped and her hands settled on my head as I tongued her, stabbing as deep as I could reach to lap up her juices.

Her voice wavered when she said, “Now, the important part.  Do you know where the clitoris is?”

I pulled my tongue from inside her and moved slowly up toward her clit.  “Is it right here, Ms. White?” I said before pushing my tongue beneath her hood to the swollen button.

“Oh yes, that’s it,” she said in a rush while her fingers twined in my hair.  “Now, the clitoris is...”  A squeal escaped her and she said, “Oh, forget it, just lick me.”

I chuckled again and said, “Yes, Ms. White,” before getting down to serious work.

It had been quite a while since I’d gone down on anyone other than Natalie, and the novelty wasn’t lost on me.  Her mom had a different taste, a different scent, and her pussy felt completely different beneath my tongue as I lapped her.  The taboo of going down on her when I’d been licking her daughter only a short time before had me excited as well.

“God, Vince, I needed this,” she gasped while rocking her hips beneath me.  “It’s been over two months, and the last time wasn’t very good.”

“So how am I doing?”  As soon as I asked it, I licked her clit with a slow stroke.

She cried out and lurched.

“Does that mean good?”

“God yes!”

It didn’t take long to figure out that the combination to Ms. White’s safe was different from her daughter’s.  Natalie had a sensitive clit, so I spent most of my time dancing around it with my tongue.  Her mom was lifting her hips and pulling me right to the center of the action.  So, I homed in on her button and sucked it.  The squeal she let out left little doubt that I was on the right track.

After a good long suck, I resisted her efforts to keep me latched on her clit and dipped down to lap up her pussy juice.  It was even tangier and thicker with her excitement mounting.  I waited until she let out an impatient whimper and tightened her fingers into my hair before heading back up.  This time, I put my thumb on her hood, pulled it back, and attacked her naked clit.

She damn near bucked me off.

I managed to hold on through the spasm, and strong up-and-down flicks of my tongue kept her squirming.  I switched it up by sucking her clit, but only for a second.  The next time I threw her a curve, it was by pressing my tongue hard against her button and wriggling it.  Then, after a few teasing swirls that caused her to tug at my hair, I latched on and stayed there.

Her whimpers of pleasure as she crept toward the edge sounded remarkably similar to Natalie’s.  “Yes.  Yes.  Right there.  Uh huh.  God yeah.  God yeah.”

“Going to come?” I asked, letting my breath tickle her clit.

Her reply hissed through clenched teeth. “Don’t stop!”

I lapped her clit with darting, but strong strokes, and then decided to do something I hadn’t tried with Natalie yet.  I slid a finger into her pussy, getting it nice and slippery.  Her walls squeezed surprisingly tight around it, promising good things to come.

“Yes!  More!” she cried out.

I stroked the digit in and out, but I had something else in mind.  I sucked her clit again, even harder than before, and rolled it with my tongue.  I felt her stiffen, and her whimpers trailed off into high-pitched gasps.

Then I pulled my finger out of her pussy and pushed the tip into her ass.

Her next gasp caught in her throat.  She trembled, let out a squeak, and then jerked as if someone had cracked her like a whip as her orgasm claimed her.  Her tight throat opened and filled the room with a shriek.

I tried to push my finger deeper, but her puckered opening resisted.  I snapped my other hand from her hood to her thigh and dug my fingers in, trying to hold her in place as she thrashed on the bed.

Her orgasm was far from over, though.  I got in a few more good licks before she snapped her legs together to deny me.

“Like that?” I asked while rising up onto my knees and stroking my aching cock.

A warbling cry bubbled from her lips, and when she caught her breath she answered, “Yes, you sneaky bastard.  Fuck!”

“Is that my next lesson, Ms. White?” I asked, playing on her last exclamation.  Then it dawned on me that I hadn’t brought any condoms, because Natalie always kept plenty.  I could go grab one, but there was always the chance she knew how many were left, and that wouldn’t look good.

Ms. White smiled – still panting.  She nodded toward the nightstand and said, “Condom.  Drawer.”

That solved that problem.

When I opened the drawer, I found a lot more than the box of condoms.  There were half a dozen vibrators rolling around, a bottle of lube, a dispenser of moist wipes, and an expensive looking rabbit vibe.  I held the last up and grinned at her.

“His name is Vince,” she said, turning the tease right back on me.

I chuckled in an attempt to cover the warmth I felt rising in my ears, put the vibrator back in the drawer, and popped open the box of condoms.  While I separated one from the strip, I saw her part her legs and slip a hand between them.  It set off a shudder in her when she traced the parting of her lips.

She looked at my cock and licked her lips, which encouraged me to get the condom open in a hurry.

The aftershocks of her orgasm must have settled down, because she slipped back into character to say, “Now, Vincent, we need to make sure you know how to put that on properly.”

“Hold it by the tip – right Ms. White?” I played along.

“Yes, that’s right.  Now, place it over the head of your penis.”  As soon as I did that, she said, “Now, roll it down.  Nice and slow.”

I followed her direction to the letter, rolling the condom slowly down my throbbing erection.  When it reached the root, I asked, “Is that right, Ms. White?”

“Very good, Vincent.  Safe sex is important, and I’m glad you learned how to do it properly.  We’ll start at the beginning – missionary position.”

With that, she parted her legs wide.  I moved between them a moment later.  After grabbing my cock between a thumb and forefinger, I rubbed it up and down the part of her nether lips.

She stiffened and drew in a shuddering breath.  “There you go, get it nice and slippery.”

That wasn’t a difficult request.  She was soaking wet.  On a whim, I slapped her clit a couple of times.  Since she seemed to enjoy things a little rougher than her daughter, I did it fairly hard.  She gasped with each tap, and then gave me a fine show of squeezing those tremendous tits.

“A little teasing is good, but don’t make her wait too long,” she said when I went back to sliding it between her folds.

Even though she was maintaining her teacher’s voice, there was enough of a touch of need in her tone to let me know she didn’t want to wait any longer.

I was cool with that.

I took aim, and she said, “There, your penis is in the proper position to pen–” 

The groan she let out as I slid inside her kept her from finishing.  One rumbled in my throat, too.  She was every bit as tight as her daughter.  Her hands slapped down to the mattress, clawing at the covers until my balls settled against her.

“So deep,” she said in a small, squeaky voice with my cock buried in her to the hilt.

I wiggled my hips back and forth, stirring my cock inside her, and she rewarded me with a gasp.

Once she caught her breath, she said, “Now, you should start out slowly.”

“Like this, Ms. White?” I asked as I pulled back until the head almost popped free, and then pushed into her depths again.

“Yes, just like that, Vincent.  Let her experience every inch of that...”  Her breath caught in her throat when I filled her full again, and her next few words came out in a rush.  “Hard young cock.”

On the next backstroke, I centered a thumb over her hood and rolled her clit beneath it.  “Should I do this?”

Her hands left the mattress to pinch her nipples.  “Yes, Vincent.  Yes.  Very good.”

I kept up the slow pace, reveling in the sight of her squeezing her magnificent tits and teasing her nipples.  Small sounds of pleasure tumbled from her lips with every breath.  When I pressed a little harder on the thumb over her clit, a yelp escaped her.

“Not too hard?” I asked.

She shook her head while panting for breath, so I kept the pressure on.

Her instructor’s tone rose and fell in pitch with the strokes of my cock as she said, “You have to hold back your orgasm.  You don’t want to ejaculate until your partner has achieved orgasm first.”

“Maybe more than once?”

“Mmm...  Ideally, as many times as you can manage.”

“I’ll do my best.”

“You’re performing wonderfully so far.”

“Thank you, Ms. White.”  By that time, I was aching.  What I really wanted to do was pound her hard and get those incredible tits bouncing, but instead, I picked up the pace just a little.  “I should probably go a little faster now, right?”

“Yes.  Faster.”

Her moans and whimpers grew louder – more frequent.  She was absolutely soaked, and I could hear the wet crackle of my cock sliding in her with every pump of my hips.  I concentrated on my thumb, working her clit hard.  It helped to distract me from how good she looked, felt, and sounded, and pushed her closer to the edge.  Her face grew flushed, and I could feel the muscles in her legs tensing.

“Harder, Ms. White?”

She showed that she was done playing for the moment when her answer was a loud, “Harder!  Faster!  Fuck me, Vince!”

Her head snapped back and she cried out when I did just that.  I let loose, slamming my cock into her with everything I had.  Even though she was still holding onto them, her breasts jiggled, rippled, and bounced under the assault.  She screamed and gasped, punctuating the sound of our bodies colliding with loud smacks.  It was everything I’d fantasized about, but I found that I couldn’t watch for long, no matter how much I wanted to.  I ended up having to focus on the headboard, counting the taps of it hitting the wall.

“God yes!  God yes!  I’m...  I’m...  I’m gonna come!”

“Yeah, come for me,” I growled through clenched teeth.

“Ah!  Ah!  Ah!” she cried every time my cock slammed into her for a dozen strokes.  Then she screamed, and I felt her canal clamp down on me.

I looked down to see her bright red face as she continued to wail in ecstasy.  She held one of her nipples between her finger and thumb, pinching it hard.  Her other hand had gathered up the bedclothes, pulling them into a tent that she jerked as waves of orgasm rolled through her.  I managed a few more strokes, but I was getting too close, so I buried my cock inside her and just watched her come.

Her toes curled and her body thrashed as I held on tight, riding it out and staying deep inside her.  She kept coming and coming, her voice growing hoarse from the screams blasting from her lips.  It seemed to take forever for her to settle to earth.  Even then, she continued to twitch and gasp for a while.

I couldn’t resist.  “How was that, Ms. White?”

She laughed, then her eyes rolled up in her head and she lurched violently.  After a noisy gasp, she answered, “A...  A-plus.”  Another spasm wracked her when I pulled free of her clinging sheath.

I reached over to the nightstand and grabbed the bottle of water.  Her eyes were closed when I did it, but when she opened them, she smiled and said, “Extra credit.”

It took her a few seconds to sit up, and the first sip of water sent her into a coughing fit, but then she managed to drink.  She downed half of the bottle before sitting back against the headboard.  Her eyes fell on my still erect cock and she shivered.

“I’m ready for my next lesson whenever you are, Ms. White,” I suggested.

She moaned and slipped a hand behind my head.  I leaned into the kiss, my tongue intertwining with hers.  Her lips and tongue were cool from the water, but her cheek was still hot under my hand.  I jerked when she snuck a hand down to wrap around my cock.

“You most certainly are,” she said with her lips still nearly touching mine.  Sitting back, she said, “You worked very hard on your last lesson, so let’s try something a little less strenuous.  Why don’t you lie down?”

She moved over toward the edge of the bed and patted the mattress.  I scooted to the center of the bed and laid my head on the pillows.

“Comfortable?” she asked.

“Yes, Ma’am.”

“Good.  Now, can you guess what your next lesson is?” she asked while turning to face me and lifting a knee over my legs.

“Is it cowgirl, Ms. White?”

“That is correct, Vincent.”  She knee-walked forward over my hips.

I put my thumb behind my erection, standing it up for her and tickling her pussy lips with it.

She chuckled.  “Very helpful.  Thank you.”  I was a little surprised when all she did was shift her hips slightly before taking me in.

“Comfortable?” I mimed as she sank down on me.

She let out a chuckling moan and said, “Yes.  Thank you, Vincent.”  She flipped her hair over her shoulder in a sultry display, smiled at me, and launched back into the lesson.

“This position is good for your partner because she can control the speed and depth of your penis penetrating her.  It also gives her easy access to stimulate her clitoris.”  She demonstrated by circling her finger over her hood.  “You should never feel threatened or embarrassed if your partner touches herself during intercourse.”

Far from it, I loved watching her play with herself with my cock inside her.  I’d actually had to encourage her daughter to do it for a while before she did it without prompting.  “I like it, Ms. White.”

“Positive marks for that,” she said while keeping her finger moving.  “Now, there are several ways your partner can stimulate herself in this position.   First, she can rock her hips back and forth, like this.”

She demonstrated, grinding her pussy on my cock and breathing heavily.  Then she switched to swiveling her hips in a circle.  “Or circle her hips like this.”

“And I could do something like this.”  I lifted my hips a little and flexed my intimate muscles.

“Ooo!” she cried.  “Yes.  Excellent, Vincent.”

“I’ve been doing my homework.”

“I noticed.”  With that, she fell forward onto her hands, putting her heavy breasts dangling right in front of my eyes.  “She can also lean forward, like so.”

Her tits swung back and forth as she rode me, bumping into my chin despite the slow speed of her stroking my cock.

She sat up after a few seconds, and then leaned back onto her hands.  “Or, she can lean back.”

That let me get a good look at my latex-shrouded member sliding in and out of her.  “I like them all, Ms. White.”

“Not so fast.  There’s one more.”  She sat up straight over me again, braced her hands on her thighs, and started bouncing.  Gasps escaped her as her butt slapped against my legs, and her tits swayed erratically, sometimes slapping against each other.

“I really like that one.”

“I’m sure you do, but it’s also the most likely to cause you to reach orgasm before your partner.”  She settled back into grinding and rubbing her clit.  “So, let’s go back to this.”  After pausing to moan, she continued, “Now, it’s up to you to inform your partner if she’s becoming too enthusiastic.  Once she nears her peak, she may not be properly mindful of the strain she’s putting on your penis.”

“I will, Ms. White.”

She slipped out of character for a moment – her hips still in motion – to say, “God, it is terrible, but you calling me that is making me so hot.”

“Too bad you don’t have a desk.  I’d love to bend you over that, Ms. White.”

“Oh, you naughty boy.  Fuck, I love your cock.”

“You’re so fucking sexy.”

She moaned, picked up the pace, and brought back out her teacher’s voice.  “Very good, Vincent.  Verbally encouraging your partner is a good way to increase her pleasure.”

“I want you to come for me, Ms. White.”

Her fingers moved faster over her bud, and her cheeks began to flush.  “What...  What’s the magic word, Vincent?”

“Please come for me, Ms. White.”

“I think I can do that,” she responded.

To those ends, she went wild atop me.  Her hips slammed back and forth, tugging uncomfortably on the backstroke.  Her fingers flashed over her hood so vigorously that I could hear it.  Quiet slaps sounded from her breasts swinging into each other and against her chest.  Increasingly loud and sharp whimpers burst from her lips.

An especially energetic slam of her hips caused me to slip free.  I grunted in pain, but I doubt she heard it over her desperate whimper.  She surprised me with how quickly she managed to grab my cock and slam back down on it.  A moment later, I felt a drop of wetness meandering down my balls.

Despite the comfortable temperature of the room, sweat beaded on her forehead.  Her hair had slipped in front of her face when she remounted me, and strands were sticking to her sweat-dampened skin – unnoticed.  She rode me with wild abandon, crying out ever louder as she crept toward the edge.

“Vince, I’m almost there,” she said in a strained, breathless voice.

“Do it.  Come for me.  Come all over me, Ms. White.”

As if on cue, her head dropped down, shrouding her face in an auburn curtain, and she screamed.  Her pussy squeezed tight, and her hands slammed into my legs.

“Yeah, that’s it, Ms. White,” I said, and gave a thrust up into her climaxing pussy.

Her nails dug into my skin and she screamed again as another wave of orgasm rolled through her.  Jerky, uncontrolled movements of her hips prompted a panting whimper to escape her.  I grabbed her hands because her nails were still digging into me, and she found the presence of mind to let go.  It did cause her to lose her balance, though.  She didn’t resist and fell forward, her huge breasts squishing against my chest and her rapid breaths hot on my neck.

My lips curled up into a wicked grin.  I bent my knees, planted my feet, and grabbed her ass with both hands.  I saw her eye – half hidden by her hair – widen, and she gasped when she realized what I was doing.  Her mouth opened in a silent scream when I thrust into her hard.

Her throat remained closed and her mouth wide open for a half dozen strokes, and then the trapped gasp escaped as a shockingly loud, but brief screech.  I slammed my cock into her, forcing my way past the resistance of her muscles clenching in orgasm.  She growled and yowled like an animal as she just kept coming.  For at least a full minute, she was completely at the mercy of me and her relentless orgasm.  It was probably as much instinct as conscious thought that caused her to lurch away enough for me to slip free and poke her buttock.

I tried to find her wet heat as soon as I slipped free, but she stopped me by squeezing my arm hard and whimpering, “Please...  Can’t...  Oh god!”

The thought had crossed my mind to give her a few seconds and try again when she was off guard, but the ragged sound of her breathing gave me pause.  Instead, I stroked her back and butt, finally letting her come down from the heights.

It took about three minutes for her to catch her breath and stop twitching.  Another minute or so passed before she lifted her head and muttered, “Oh my god.”

I smiled at her, and she let her head fall back against my chest again.  Her voice sounded positively comical with her cheek squished against me when she said, “I can’t remember the...  The last time I...   I...  Had multiples.”

“Really?  Multiple orgasms?”  I asked.

She nodded without lifting her head.  “Well, I remember the second one starting.  After that, I don’t remember much of anything, you naughty boy.”

“Sorry, Ms. White.”

“Mmm...  Don’t be sorry.  Help me up, though.  I need water again.”

Her first attempt to roll off me failed, and she took a couple of deep breaths before trying again.  I pushed the hair still sticking to her face away as she lay on her back with her eyes closed for a moment.  She smiled when she opened them, and then lifted a hand.  I helped her sit up and scoot back to the headboard.  Then I handed her the water.

“Could you turn on the fan?” she asked, glancing up at it.

“Sure,” I answered, and then swung my legs out of the bed.  The air swirling as I walked let me know that my balls were wet with her juices.  Once I flipped the switch for the fan and turned back toward the bed, I saw her running her fingers through the curls on her mound.  They were damp as well.

“We certainly made a mess,” she remarked, and then took another sip of water.

That wasn’t the only evidence, either.  The sheets were darkened with a two-inch circle and numerous spatters of wetness.

I pulled off the condom because I’d drooped to about half-staff while she recovered.  The sight of her sitting there naked and admiring me was reversing that, however.

“And you haven’t even come yet.  Lord!  I am too old for this.”

“Not even close,” I said as I slid back into the bed.

“You’re too sweet.”

“Besides, I want to come on those tits, not in a rubber.”  I reached over and rubbed her nipple.

“We still haven’t solved that blue balls problem, have we?”

I shook my head slowly and gave her tit a squeeze.

She tipped back the water bottle, drained it, and then negligently tossed it to the floor before saying, “One last lesson, then, Vincent.”

I stiffened and gasped when her cold hand wrapped around my half-hard cock, but the chill didn’t last long.  Neither did the half part.  As soon as I was rock hard again, she let me go and reached into the nightstand.  A second later, a fresh condom landed in my lap.

While I was opening the condom and rolling it on, she pulled a few other things from the drawer and laid them on the bed.  The bottle of lube, one of her vibrators, and something I hadn’t seen the first time – a vibrating butt plug.

“That’s for you, I assume?” I warily asked.

She twitched her eyebrows.  “Yes, but if....”

I cut her off with an emphatic, “No.”

She laughed and gestured for me to move.  I scooted over to the opposite side of the bed, and she made her way to the middle.  Once there, she opened the bottle of lube, drizzled a bit on the butt plug, and then smoothed it all over the toy.  She handed it to me, and then got on her hands and knees, facing the footboard.  I wondered why for a moment, but then noticed the full-length mirror on the closet door across the room.

“What are you waiting for?” she asked, and then gave her ass a wiggle.

I wasn’t about to tell her, but I’d never done it before.  One girl years ago had let me do anal, but a finger in Nat’s ass once in a while was it since then.  I moved in behind her, and she dropped down onto her elbows, which caused her cheeks to spread.

“You want to slide it in slowly, Vincent.  You’ll have to use pressure, but don’t just shove it in there.”

I slipped back into character too.  “Yes, Ms. White,” I said and then tugged on her right cheek, spreading her wider.  Then I pushed the tip against her ass.

“A little harder.  A little harder,” she instructed.  Then the toy slid inside her.  She groaned as the flared body of the toy stretched her forbidden entrance, and then gasped when the puckered opening closed around the T-shaped handle.

She held out her hand, and I correctly guessed she wanted the control box for the toy.  I handed it over.  She pulled the cord up over her hip, out of the way, and then immediately turned it on.  A quiver ran through her as the toy came to life in her ass.  She grabbed her other vibrator and rose back up onto her hands again.

“Now, this position is called doggie style, or just doggie, Vincent.  You can thrust harder and faster in this position, but it tends to bring you to orgasm quickly.  You should wait until you’ve given your partner her pleasure to try this unless you have a lot of stamina.”

“And you got yours, Ms. White.”

“I most certainly did, Vincent.”

“But, it would be okay if I try to make you come again, wouldn’t it?”

There was a little laughter in her tone when she answered, “Oh, there’s certainly nothing wrong with that.”  She dropped the role-play for a moment to add, “If you do, and I don’t have enough sense to do it when you’re ready to come, just push me over.”

“And come all over those awesome tits.”

“Mmm hmm.”

I edged forward, grabbed her hip with one hand, my cock with the other, and went balls-deep with a slow thrust.

She cried, “Uh huh,” when I hit bottom and then looked back over her shoulder at me.  “I see you don’t need any instructions.”

“Nope,” I answered while grabbing her other hip and pulling back to dive into her depths again.

She moaned as I pumped in and out of her at a moderate pace, alternating between watching my cock vanish in her pussy and her face and tits in the mirror across the way.  She grabbed her other vibrator, bit down on the butt end with her teeth, and turned it on.  Once it was humming, she reached back and pressed it against her clit.

We both gasped from the sudden sensation.

She was apparently done playing, because she said, “Fuck me, Vince.  Fuck me and come all over my titties.”

That was more than enough encouragement for me to kick it up a notch.

The swinging of her tits was even more pronounced in that position as I watched them in the mirror.  I loved it.  I could barely imagine how good it was going to look when I went all out.

“Give it to me.  Just like that,” she encouraged me.

I stayed in control because I wanted it to last, and I wanted her to come again.  After a minute of steady strokes, she let the vibrator drop from her clit.  I wondered why for a second, and then she grabbed the control box for her other toy.

“Oh god!” she whimpered when she cranked it to max.

I growled, because the vibrations were so powerful that I could feel them as well.  That doubled down when she went back to work on her clit.

“Can you feel it?” she asked.

“Fuck yeah.”

“Oh lord.  I certainly can.  So full.”

I gave her ass a smack and she yelped in surprise.

“Hey, I’m the one who’s supposed to do the paddling,” she protested.

“Sorry, you’re just so spankable, I couldn’t resist.”

“Stop playing around and fuck me.”

“Yes, Ma’am.”

My next thrust resounded with a loud slap of our flesh colliding, prompting her to scream, “Yes!”  So, I pulled back slowly, hesitated for a fraction of a second, and then pounded home again.  I followed that up with several fast strokes, and then another slam.

“Yes!  Harder!  Faster!” she demanded.

I didn’t know how long I was going to last, but I gave in to what we both wanted.  I dug my fingers into her hips and pulled her back toward me as my cock dived into her.  The loudest clap yet echoed through the room, mingling with her scream.  My next thrust was just as hard.

I looked up into the mirror, and her tits were everywhere.  They were bouncing off each other, tapping against her arms, and I think one even bounced off her chin.  She was having trouble keeping her balance on only one hand, and I felt the vibrator drop away from her clit now and again.  It didn’t seem to be that much of a problem, though.  Her features were growing tight, her face flushed, and she was sweating again.

It was one of those magical moments.  I can only think of one other time it had happened to me, but I was in the zone again.  Even though I could feel the itch building in my cock, it wasn’t urgent despite the incredible show and how good she felt.  I took full advantage of it, giving her everything I had.  Over and over again I slammed into her, grunting with exertion, driving her closer to the edge.

“F-f-fuck yes!” she squealed.  “Don’t stop!  Oh!  Yeah!  Ohhh!  Please!”

“Shit!  Come for me,” I spat out while I kept up the relentless assault.

“There!  Right there!  I’m...  Oh, fuck!  ‘Bout to...”

I growled, she screamed, and the hand holding her vibrator slammed down to the bed as she exploded into orgasm.  I didn’t back off in the slightest.  I kept slamming into her clenched canal, drawing out choked screams and yelps from her.  That magic moment was over, and I was barreling toward the edge at breakneck speed.  A few more strokes were all I could manage.

“I’m gonna come,” I snarled as I jerked free of her.

She gasped in protest at the sudden void, but quickly turned over and fell heavily onto her back.  I tore off the condom, straddled her hips, and took my cock in hand.  She writhed beneath me, still coming, her eyes fixed on my fist pumping.

“Yeah!  Yeah!” she encouraged me before another shockwave of ecstasy abruptly silenced her.

I stroked my cock fast, and then pointed it toward her rapidly rising and falling breasts as I hit the point of no return.  “Ahhhh, fuck,” I roared, and then the rest of my breath exploded in a loud, deep, inarticulate sound as I came.

Jets of cum spattered all over her tits, chest, and neck, one after the other.  I growled with every eruption, doing my best to glaze those sweet tits.  As my coordination failed me, an involuntary jerk caused one spurt to decorate her chin and lips instead.  I fell forward onto one hand, and my final full strength pulse hit the underside of both globes.  I rocked forward, dribbling what cum I had left onto them as my orgasm waned.

One of her trembling hands clawed at the bed, and when they fell upon the cord of the vibrator in her ass, she pulled the controller to her and turned the toy off with a whimper of relief.  I hovered over her, groaning, barely able to hold myself up even after letting go of my cock so I could use my other hand.

I don’t know how long we were both panting and gasping for breath.  The next thing I remember is seeing her bring a cum-covered nipple to her lips and sucking it clean.  It was too much.  I closed my eyes and fell heavily to the bed.

“Mmm...  Class dismissed,” she moaned. 

****

“Wake up, sleepyhead.”

I started awake at the sound of her voice and a slap on my bare ass.  I didn’t even realize I’d nodded off.  I looked up to see Ms. White smiling down at me, her hair damp from a shower.  The only thing she was wearing was a pair of cream-colored panties.

“You’d better go get in the shower.  Natalie will be home in an hour if she’s working a normal shift.  You need to get cleaned up and get out of here before she comes home.”

“Good point,” I muttered, though I still wasn’t getting up.

That earned me another smack on the ass.  “Chop-chop, young man.  You can use your time in the shower to think of where you were hanging out in town to wait for her to send you a text.”

“Huh?”

“She wouldn’t have called you if she wasn’t horny.  I doubt going to work is going to change that.  She still needs fucked.”

I knew Nat’s mom was cool, but to hear her straight-out telling me to have sex with her daughter was the last thing I’d expected.  “I doubt I can after that workout I just had.”

She rolled her eyes.  “You’re young.  It’s hard every time the wind blows.  I’m sure you have more than enough in you to leave her quivering just like you did for me.”

To prove the point, she slid a finger along the length of my cock.  I grunted as it twitched.

“See, that’s all it took to bring it to life.  Now get up.  Or do I have to get my paddle?”

“Yes, Ms. White,” I said as I sat up, and then stood up.

She stepped over, pulled me in for a kiss, and then said, “Don’t forget mouthwash.  You still taste like me.”

“I love it when you sub, Ms. White.”

She laughed and then said, “Any time,” before pushing me toward the bedroom door.