She saw him from across the room. He looked young but this was an adult education class, so she figured he was at least 18, probably older by a few years. That didnt matter to her. She thought age was just a number. She thought he seemed to know a lot about the class before he got there. He had a lot of the answers to the instructor questions, and had insightful questions of his own. She watched him as he wrote down notes and shifted in his chair.

She watched the way moved and looked an everyday situation and it excited her. She didnt know why, but his every action, even his breathing, aroused something deep inside of her. As she watched him her mind wandered to a place outside of the classroom.

She wondered what is body looked like under his clothes. She wondered what he would look like with out his shirt on swinging an axe to cut wood. Then she thought of his wood.

What he would look like over top of her, positioned between her spread legs thrusting in and out of her wet softness. The thought of him standing before her as she shat on the edge of the bed. Her daydream was disrupted by the commotion around her. The class was over and she had barely heard a word of what was discussed. She knew she was in trouble, but she thought she could use that to her advantage. She gathered up her things and proceeded to the parking lot. She kept him in sight and caught up to him as he was getting into his car.

She introduced herself and told him she noticed how well he had a grasp on the concepts in the classroom, and asked if she would mind helping her get up to speed on some things. He agreed and asked when she wanted to start. She said right away, she was a little confused on some of the basics and didnt want to get too far behind.

He agreed again, and asked if she wanted to go get a cup of coffee. She said she would but she needed to go home and feed her cats. She asked if he minded coming over to her place instead. She told him she could make him a cup of coffee he would never forget. He accepted her offer and told her he would follow her to her place.

She hurried off to her car, amazed at how easily he agreed to her devious suggestions. She thought about him the whole time on the short drive, caressing herself through her clothes. When they got there she was thoroughly excited and flushed with anticipation.

She showed him into the kitchen and set down her books. She went to the closet to get the cat food and bent down to pick the bag up off the floor. As she did, he startled her, as he moved in behind her and pressed his pelvis next to her backside. She gasped out in surprise and stood up quickly, but didnt move away. He moved his hands to her hips and leaned into smell her neck. He sent goose bumps over her body and apologized for being so forward but he saw her on the way to class and thought about her the whole time.

He said he was amazed when she asked for his help, and even more so when she invited him to her place. She admitted she really wanted to get him here for one reason, and that was to get him naked. He told her she only had to ask. She put the cat food in the bowl and hurriedly led him by the hand to her bedroom. She pushed him down on the bed and lit a few candles on the dresser. He stood up and came behind her again, kissing her neck and greedily running his hands up and down the front of her body. Normally she liked a little more foreplay, but his forwardness turned her on.

She turned around and turned around into his arms and kissed him on the mouth.

His hands moved over her back and down to her soft place, kneading it in his hands. Their tongues explored each others mouths as he lead her over to the edge of the bed and sat her down. He kissed down her neck and to the top of her blouse. He unbuttoned her blouse and kissed down her shoulders, removing her shirt and dropping it on the floor. He kissed down the front of her bra, reaching around the back to undo the clasp, exposing her breasts to his mouth.

He kissed, toyed and sucked around her enormous breasts, teasing and arousing her.

He pulled her bra over her body and placed in on the floor as well. She placed her hands behind her and leaned back on them bringing her melons up and closer to his mouth. She moaned with pleasure as he continued his work. He stopped moments later and stood up in front of her.

He quickly opened his pants, exposing his swollen length. She reached out with one hand taking his thickness in her hand and stroked it up and down.

He moved closer to her and she took him in her mouth.

She sucked on the head and slowly moved up and down, taking more and more of him in her mouth.

He moaned out in pleasure as she worked up and down his shaft, shucking the head and using her hand on him.

He reached down and picked up her breasts, one in each hand, and she continued sucking and stroking. He played with her breasts and pulled out of her mouth with a pop as she continued to suck. He bent down slightly, sliding his wet length in between her huge tits, pressing them together around his length. He began to pump his length in and out of her breasts, squeezing them together and massaging them at the same time.

She loved the way it felt. The pressure of his hands and the smooth friction of his thingy on the outside and in between her voluptuous chest felt like nothing she felt before. They moaned to each other and she looked up into his blue eyes. Although he would have loved to continue, he had other things he wanted to do to her. He reluctantly withdrew from her and pushed her back onto the bed. He finished disrobing quickly, kicking off his shoes, pulling off his shirt and discarding his pants. HE ran his hands up her legs.

He unbuttoned her pants pulling them down her legs. He started at her ankles, kissing and teasing her flesh, moving past her knees and up to her thighs. He moved his hands up her legs, caressing her smooth flesh with his hands. He kissed up the inside of her thighs, smelling her aroma and noticing the crotch of her panties were soaked with her juice. He kissed up over her wet mound and up to her waist. He kissed across her waist and slowly pulled down her panties, kissing down her hips and pelvis. He kissed back down her thighs and slid her panties off and to the floor. She spread her legs for him and he moved in, positioning his head between her legs. He kissed around her softness, making her squirm under him. Finally he gave her what she wanted and toyed up her lips and took her personal place into his mouth. He alternated flicking it back and forth and circling it with his tongue. She moaned in response to his tongue and placed her hands on his face, feeling his mouth work.

He continued for what seemed forever to her. Finally he stopped and she looked down at him. He crawled up between her legs kissing on his way up. He situated himself over her and guided his thick length into her wet opening. She reached down and stroked him a few times and felt the precum ooze from his shaft.

She pulled him towards her and he slowly began to enter her. He started off slow as she was tight with anticipation. He increased his pace quickly stuffing himself deep inside of her. He continued thrusting deep inside her. He watched her breasts bounce with each thrust.

This excited him and he shoved himself into her harder and harder. She couldnt believe the force behind his pelvis. It felt like there was a car behind him forcing him deeper and deeper. Finally she could take no more. She came on his prick, clamping down on his member and gushing out around it. He felt her cum for him and soak his length with her juices. He slowed his thrusts as her waves of ecstasy subsided and felt her moisture run down his balls and down his legs. He stopped thrusting and allowed her to catch her breath as he waited, still inside of her. She looked up at him in amazement and thanks. She had not felt this good in some time. She moved to the middle of the bed, pulling him with her. She lay on her back, arranging him in front of her mouth, on his knees.

She took him deep in her mouth, tasting her juices on him. She moved her hand under him and fondled his balls as she sucked. He moaned out as she gave his nuts attention, so she moved down his shaft and started to toy his balls. She replaced her mouth with her hand and stroked him as she suckled his sac. She moved back to his shaft and continued her work. He reached down and fondled her chest as she worked. He surprised her by turning her on again, even after she came so hard, so recently.

She loved to take a man into her mouth it gave her a feeling of power. But she wasnt feeling power, she was feeling horny again. She relaxed her head and he leaned over top of her, moving his length in and out of her mouth.

She continued sucking as he watched his prick move in and out. He repositioned himself again, this time over her body in a 69 position.

He began to toy her personal place once more, sucking it like she was sucking him. He continued to pump into her mouth and she continued to suck eagerly. Suddenly he could take no more. He cried out and emptied into her mouth a hot thick load. This startled her to the point that she cam again in his mouth, each of them sucking and toying for all their worth. She continued to suck his stiff prick as he got up off of her.

As he lay down beside her she spoke to him again. Take a nap, because now the real learning begins, she said with a devilish look.