This all happened about fifteen years ago, when I decided to go back to college at the age of fifty to finish my degree. My father never thought that getting a college degree was important, as he had become quite successful (and wealthy) without one. While he did not actively campaign against my getting an undergraduate degree when I got out of high school, he did not encourage it, either. Nor was he willing to pay for it. So, on my own nickel, I took classes while holding down a full-time job, but not enough to graduate. And, like my father, I developed a successful career without one. But, I had decided to change fields and really needed a degree to get in the door with prospective clients, so I signed up to take night courses at the local college under a degree completion program. That’s where I met Mindy.

I’m one of those people who always arrives early, so I was the first to enter the class that first night of Microeconomics. I grabbed the seat right in the middle of the second row. As other students started filing in, it was apparent that I was probably going to be the oldest person in the class, by several decades. In fact, most of the students looked to be freshmen, no more than eighteen or nineteen. Interestingly, no one sat in the front row. The rest of the seats were all full when this young girl rushed in, right at the bell.

I did a double-take, because she was the spitting image of Sue, a girl that I dated back in my early twenties. She was about five-seven, thin, with brown hair in what we used to call a pixie haircut. She was wearing faded denim pants that clung tightly to her cute little butt, an olive-drab pocket t-shirt that was a size too small which clung to, and perfectly outlined, her bra-less A-cup breasts, and hiking shoes. All in all, quite tom-boyish. I had flash-backs to Sue and the great sex we had. I remembered just how sensitive Sue’s nipples were; how just a quick tweak or nibble had her gushing pussy juice. How soft, hot, and tight she was; how easy it was to give her mind-blowing orgasms. Mindy caught me staring at her, gave a smile, and sat down right in front of me.

“Mindy,” she said, offering me her hand.

“Brit,” I replied back, noting that she had a pretty firm handshake. I liked it.

Now, I like to think that I’m “young at heart”, but I also had a firm enough grip on reality to know that no female college freshman was going to be interested in me. But, I just could not keep from looking at Mindy, remembering Sue, and fantasizing about having sex with Mindy. Thereafter, I made it a point to always get to class early so that I’d be there when she walked in, and always found some excuse to talk to her about class during the breaks. It didn’t hurt, but didn’t help, that she was always smiling at me, was quite smart, and was easy to talk to.

Still, I thought that the attraction was one sided until the instructor announced that for our final exam, we had to team up with two other students and give a presentation on one of several select topics. Almost all of the other students were friends outside of class, so that when groups were selected, I was not an immediate choice of anyone; anyone, that is, except Mindy. Her hand shot up. “I’d like to work with Bryan,” she said to the instructor. So we were paired, and then assigned our third out of the pool of students that were left. We drew Megan, who was the opposite of Mindy; long blond hair, big tits, and a dull air-head.

As work on the project was to be outside of class time, we agreed to meet on Mondays and Wednesdays at the same time as class but at the Starbucks that was close by. The first couple of meetings went well, but by the third it was obvious that Megan wasn’t going to be pulling her weight. And by the fourth meeting, she stopped coming all-together. It didn’t really matter, though, because the project was easy enough that Mindy and I had it pretty much wrapped up two meetings ahead of schedule.

Mindy and I met for what was supposed to be the last time, and after a brief review, we were satisfied with our project. I stood to leave, thinking that it would be nice to get home early, when Mindy stopped me. “Do you really need to leave? I’ve got nothing else to do tonight, and don’t really want to go home right now.”

“What did you have in mind?”

“Well, we’ve worked together all this time and I realize that I know almost nothing about you. We could just talk, if that’s okay.”

“Sure, although I’m not sure that you’ll find much about me interesting to someone of your age.”

“Oh, I don’t know, my dad is about your age and his friends are pretty interesting.” A stab to the heart; she was comparing me to her father and his friends. But then she said, “Besides, I really want to know why you’re always staring at me.” She smiled.

I sat down. “I’m not sure you’ll want to know the answer to that question.”

“Why not,” she asked, her smile turning to a smirk. “Does it have to do with sex?”

“Well…”

She took my hand. “Don’t be embarrassed. It’s okay if the answer is yes.”

“Well, actually, the answer is yes; well, sort of. You look exactly like a girl I dated thirty years ago. You could be her twin, or her daughter.”

“Really, exactly like her?”

“Yes.”

“Even my little tits?”

“Yes. Now, can we change the subject? Tell me about you.”

She said that she was nineteen, was going to school part-time and wanted to be an engineer. She lived with her dad; her mom left them about three years earlier. Between work and school, her social life was pretty nil.

I told her that I was fifty, divorced, with a son that was in the Army. That I was going back to school to finish my degree as part of a career change. And that between trying to start a new business and school, my social life was also pretty nil. All pretty mundane, really.

“No,” she insisted. “Compared to what guys my age talk about, this is actually kind of nice, normal. Plus, you haven’t tried to hit on me one time. Again, a plus, kind of a relief really; although maybe a little insulting.” She laughed.

So she was happy that I wasn’t hitting on her. Another stab to the heart. “Well, look, Mindy, this has been fun, but I really need to go.”

“Okay…but can I ask just one more question? Well, actually, two.”

“Sure, shoot.”

“Were you in love with her?”

“Sue? Yes, I was.”

“Why did you break up?”

“She transferred to a different school, out of state, and we lost touch. Besides, I’m not really sure that she was in love with me.”

“Just wanted you for your body, huh?” she said, her smile getting broader. “Was the sex bad, fair, good, or great?”

“Um…that’s a third question.”

“No, it’s not. The first two questions go together; a two-parter.” She laughed. “Now, come on, fess up. You can be honest. If you say it was bad, I promise I won’t tell anyone.”

“Well, truth be told, it was pretty great.”

“Really? Even with tiny tits?”

“Even with. What is it with you and breast size, anyway? What difference does breast size make to the quality of sex?”

“Well, to hear it from some of my prior boyfriends, everything.” She seemed to be getting a little angry at the thought.

“That’s a shame,” I replied. “I like small breasts.”

“Even as small as mine?” She was kind of blushing, and, damn, it was cute. And, her unfettered nipples were starting to get hard against the confines of her shirt.

“Yes. Actually, her small tits were one of the best things about Sue; our sex.”

“Really? Why?”

I paused. Where was this going? Why was Mindy so interested? But then I looked at her face, and there was this intense look; she really wanted to know. “Well, her nipples; no, check that, her entire breasts, were incredibly sensitive and reactive. I guess because all of those nerve endings were compacted into such a small space. Just breathing on them got her, well…”

“Wet?” She said it in a hushed voice, almost more of a statement than a question.

Her hardened nipples were now threatening to push through the fabric. We were off to the side of the Starbucks, out of view of the few people that were there. I’m not sure why, but I reached across the table and brushed a finger over one of the protruding buds. She shivered. I gently squeezed the tip, and she let out a lustful mewl. “Yes, wet. Very wet. Soaking wet,” I whispered in reply. Then, again softly, “Am I making you wet?”

Her face was flushed. She nodded. I squeezed the nipple again, a little harder this time, and she jumped. She grabbed my hand, and I was expecting her to pull it away, but instead she pulled it toward her, forcing my fingers to cup the entire mound. Her eyes began to glaze over as her right hand dripped to her lap, and then between her thighs. For a minute I thought that she was going to “rub one out” right there in front of me, but her eyes suddenly cleared; she released her grip on my hand and her pussy and sat back.

“I’ve got to get home,” she said quickly, too quickly, as she packed up her things. And that was that; or so I thought.

The next night was our regular class night. We tried to pretend like nothing had happened, but during the break her eyes found mine when no one was looking, and the two hard points sticking out of her shirt told me what she was thinking. Still, at the end of class, we went to our separate cars without comment.

I was at work the next day when I received an e-mail from Mindy, telling me that Megan had finally decided to participate in the project and wanted to have a meeting at her house, at our regular time, to go over what we had done. There was an address at the end of the message, an apartment building not far from the school that a lot of students lived in. I e-mailed back that I would be there. She sent back a smiley face.

I pulled up at the appointed hour. As I parked, I noticed that Mindy’s car was there, but I did not see Megan’s. I knocked on the door, and was surprised when it was Mindy that opened it. She was barefoot, wearing her usual t-shirt and jeans, and smelled like she had just come from the shower. Which I thought was odd since this wasn’t supposed to be her place, and was about to say so when she pulled me in, closed the door, and locked it. “I want you to fuck me.”

I didn’t know if it was a wish, a request, or a command; not that it really mattered. My answer was the same. “Okay.” Then I pulled her to me, and kissed her. As my tongue probed her oral cavity, she hugged me against her, and I could feel her nipples poking into my chest. I pulled her shirt up enough to get my right hand underneath, then snaked it up until I had a firm grasp on her left tit.

The entire piece of flesh fit into my hand, and I gave it a squeeze before I trapped the swollen nipple between my fingers and pinched them together. Her reaction was immediate; her tongue and a strong groan forced their way into my mouth, and she ground her pelvis into mine as she grabbed my ass. My cock was rock hard now, and it registered the heat of her pussy like a thermometer. I got pretty aggressive with her tit, really mashing the fleshy part and tweaking the tender tip, and she was going wild. She pushed me away, and then pulled her shirt over her head and off.

Her small breasts rode firm and high on her chest, capped by two deep pink areola that were lust-swollen. I took one in each hand, completely engulfing them as we resumed our frantic kissing. “Which way is your bedroom?” I asked, as I picked her up into my arms. A head-nod pointed the way, and I carried her down the hall, placing her gently on her bed.

It was my turn to shed some clothes. I looked down on the partially clad girl as I pulled my polo shirt over my head. “Pants, too,” she grinned, so I kicked off my shoes, unbuckled my belt, and dropped my khakis. My erection strained against my briefs, leaving no doubt as to the state of my own arousal.

“Now you,” I said, as I leaned over and unbuttoned the top of her jeans, then slid the zipper down. She lifted her hips as I grabbed the cuffs at her ankles, and I pulled her jeans down and off with a flourish. She was now lying there before me wearing nothing but a pair of white cotton bikini panties through which I could detect the outline of the tuft of pubic hair covering her mons. I climbed in beside her, kissing her as my hands once again took charge of her breasts. But, it wasn’t long before a firm hand on the back of my head told me that what Mindy really wanted was for me to be sucking on them.

I teasingly obliged, first running my tongue up to and around each swell before moving away. Mindy wasn’t having any of that, as she grabbed my hair and mashed a tit into my mouth. I took the hint, sucking long and hard on almost an entire breast as my tongue attacked the hard tip. Soon she was writhing beneath me, alternating between lustful groaning and satisfied cooing. “Oh, yeah, Brit, just like that!”

As my hands were somewhat unoccupied, I let my right trail down across her abdomen, eventually reaching her panty-clad muff. I slipped my fingers under the waistband and toyed with the soft down at her V until I could feel her pelvis begin a slow, rocking movement. I played a little further, stopping just at the edge of the prepuce protecting her clit. Her legs spread and her rocking increased, encouraging me to explore further. I ran a finger tip along her slit, amazed at how wet she already was, how swollen her labia had become just from my stimulation of her breasts.

She was exactly like Sue had been, so I knew what to do next. As I trapped a nipple between my teeth and bit down, I shoved two fingers into her soppy pussy and across the roof as I pushed my thumb against her bud. “OHHHH FUCK!” she screamed, holding onto my head for dear life as an orgasm ripped through her body; then another as I gave her a vigorous two-fingered G-spot fucking.

She finally pushed me away, breathing so heavily that I was afraid that she might hyperventilate. “Oh my god! Oh my god!” was all she could say as she slowly descended from her peak. I was beside her, propped up on my left elbow, smiling at her. When she was finally under control, she smiled back. “Mighty proud of yourself, aren’t you?” she asked, kissing me as I let my fingertips roam from her tits to her slit.

I laughed. “Well, yeah, I do feel a sense of accomplishment. But then I had an unfair advantage.”

“What do you mean?” She was now stroking my cock through my underwear.

“You have more in common with my old girlfriend than just looks. Your body reacted the same way hers did, so I knew exactly what to do to get you ‘over the edge’, as it were.”

Her hand was now inside my underwear, flesh on flesh as her finger tips caressed the ridge between the shaft and head of my dick. “Well, I’m at a disadvantage, then,” she mused, spreading the pre-cum oozing from my slit, “because you are nothing like any boyfriend I’ve ever had. So you’re going to have to give me some hints.”

She freed my rock-hard penis and held it at the base. “For example, do you like this?” with the last part of “this” muffled as her mouth engulfed most of my six and a half inches of manhood. My body responded of its own accord as my hips reflexively thrust up, shoving my cock even deeper into her mouth. She took it all, her throat flexing to accommodate the sudden insertion of both girth and length. She held me there for a few seconds, then slowly withdrew me from between her lips. She looked at me, laughed, and said, “I’ll take that as a yes.”

She licked the length of the shaft; then swirled her tongue over the head as she pumped her soft grip up and down. Now it was my turn to groan as she brought me to up the edge, then down, then back up again. I was getting light headed when I felt her lips press firmly against the flesh just below the crown. She began a sucking/pumping action in earnest, while her free hand fondled my balls and sphincter. I knew that I was about to shoot my load, and said so, quite emphatically. “Mm, mm,” was all I heard as her efforts increased.

Then her tongue began this incredible swirling motion around my glans, making my dick swell even bigger and harder. When her fingertip pushed into my ass, I let go; my hips bucking and my dick jerking as I emptied my testicular fluid into her waiting mouth. I could feel her swallowing over and over as my semen gushed forward. “How was that?” she asked when she finally let my dick pop free. “As good as Sue?”

“Better,” I said, my mind still in a post-orgasmic fog. She laughed and kissed me. I could taste myself as her tongue probed at mine. As our lips parted, I looked her in the eye. “Better than anyone.”

We cuddled as she continued playing with my dick, which was now semi-erect but showing no sign of going full flaccid. “You don’t have to hold me, you know,” she finally said. “I know guys hate that.”

“Not all guys,” I replied. “This feels good, natural.” I started running a finger across her breasts. She sighed, then moaned as I found a nub. It was already rock hard. I gave it a pinch. “Of course, if you aren’t quite ready to slow down…” Once more my hand slipped into her panties, found her pussy, and it was still soaking wet. I teased her labia, then the soft, slick space between her folds. She shifted her hips, trying to get me to digitally penetrate her again. Instead, I drew little circles around her engorged clit with my fingertip, pushing and pulling at the surrounding flesh as I coaxed her to an even greater state of arousal.

I slipped my arm from underneath her, then slowly kissed my way down to her junction. I slid her panties down, and she lifted her hips and pulled them off the rest of the way. I kissed her pubes. Her hands found my head, and guided me down. I briefly pressed my tongue against her love bud, and she spread her legs.

As I positioned myself between them, I could smell her arousal. I sucked on her inner labia, stretching the engorged curtains of flesh that guarded her entrance. I could feel her heat as I teased my tongue over, around, and beside her hole. Her pussy continued gushing as I finally tasted her sweet nectar. I lapped at the source. I couldn’t get enough. I spread her open with my thumbs, then plunged my tongue deep into her opening.

The effect was electric. She thrust herself hard against my face, grinding her pussy against my lips, chin, and nose as she screamed my name and came. Her hips were bucking hard against me, but held me in place with a death-grip on my hair as she rode out one climax, then another.

I wasn’t about to let her come down though, and as her grip relaxed, I took the opportunity to move my mouth up and over her clit. I squeezed my lips around the hard, swollen pea and thrashed my tongue across it. “Oh god! Oh fuck! Oh god!” she chanted. Now not only were her hands holding me in place, her legs wrapped around my neck as she transitioned into the biggest orgasm so far. It seemed like it was going to go on forever, and I was starting to get concerned about breathing, but eventually it subsided, and I was freed.

Now it was her turn to taste herself as I kissed her, hard and deep. I was almost fully erect again, and she felt my rising stiffness against her leg. Impatient; she rolled me onto my back, then used her mouth and hands to help me reach my full potential before she straddled me; impaling herself in one fell swoop. She was still incredibly wet and incredibly hot. Best of all, she was incredibly tight. My prodding penis was in heaven as she began a posting movement; my cockhead barely inside on the up stroke, her clit slamming against my pubic ridge on the down. My shaft registered every curve and contour of her pussy as she used me to plunder her depths. She cried out as another orgasm wracked her body, holding onto my shoulders for balance as her body thrashed about, her little breasts jiggling about.

I reached up and took one in each hand and began squeezing them in time to her movements. She sat back up and covered my hands with her own. I trapped the nipples between my fingers, pinching them as hard as I thought she could bear. Keeping my erection fully ensconced, she used all of her weight to keep her clit firmly pushed against the base of my cock and she rocked front and back, repeating an “Oh god! Oh god!” mantra over and over as I held a firm grip on her titty tips.

I could tell that she was getting close to another orgasm, and so was I. She must have sensed it, too, because her chanting changed from “Oh god! Oh god!” to “Come with me! Come with me!” I gave each nipple an especially hard twist which froze her, giving me time to push her off and onto her side. I then quickly flipped her onto her tummy and pulled her hips up, so that I was kneeling behind her with her pussy at cock-level and her shoulders in contact with the mattress.

I spread her legs and then shoved in, not even waiting as my erection took full purchase of her love canal. Using her knees as a fulcrum, I rocked her hips back and forth as I push/pulled her on and off of my manhood. From this angle, my penetration was much deeper, and she grunted, “God, you’re so deep!”

“Do you want me to hold back?”

“No! God no! Keep going deep. Just not so hard.”

I decreased my intensity as I got to a nice, steady rhythm. Mindy’s pussy was making these soft, squishing sounds as I kept lightly tapping her limit. I could feel my balls churning in preparation for another orgasm, so I shifted my hands from her hips to her tits, man-handling the aroused handfuls of flesh as I started thrusting harder and deeper. She groaned each time I was all-in, but kept pushing back against me even harder until she came one last time, screaming my name again as I flooded her pussy with cum.

I held her against me, stroking her back, kissing her hair, as our breathing started to return to normal. Mindy collapsed forward, and as my cock pulled out, our combined fluids puddled on the sheets. “Oh my god, is all of that from us?”

“I think so.”

“I don’t think that I’ve ever been so…”

“Wet?”

“Yeah,” she replied, somewhat incredulously. We both lay there, spooning in the after-orgasm glow. I started playing with her cute little mounds again, causing her to wiggle her butt against me. “I guess you really do like small breasts.”

“Yep.”

“So, what do we do now?” she asked in a very serious voice.

“Well, I also like tight little asses …”

She slugged me.