Craving Ms. Meredith

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Everyone else is taking their test, but I just can’t concentrate. Ms. Meredith is really starting to turn me on. Ms. Meredith is my History 205 professor, and she is smoking hot.

Today she’s wearing a cotton top, and I can see her nipples beginning to poke through the fabric. They are placed kind of high and off center on her heavy tits. Watching them grow is making me hard. I can’t let that happen. Class is out in five minutes.


Got to adjust this thing before my boxers bunch up and tourniquet my cock and the lack of circulation turns it into a stone. I reach down and pull it over some. Tug the boxers a little here; pull my rod some there. Look around, no one saw the adjustment. Good. Everyone’s still taking the test, good. Ms. Meredith is still looking right at me.


Her face is shocked, and she’s blushing. Her pupils are all big; I must have pissed her off. I hope she doesn’t make a scene. She rises from her notes, and stands with her hands on the desk. Her head is down a little and she’s looking right at me. Now I’m scared. She clears her throat a little.

“Pencils down,” She says and her bold eyes stray from me and roam the class, “Pencils down, please make sure your name is on your paper and pass it to the front of the class.”

It’s like nothing happened. Maybe nothing did, I’m probably not the first guy to check her out. Anyway no harm no foul right? She passes by my desk to collect the row’s tests. She leans close to me and confides… something. I can’t tell because I can see down her shirt. I know she said something but I just can’t ignore my free shot. Christ her tit’s have got to be DD’s, or bigger.

“…Mr. Silvers, You haven’t even written your name on the test. Please see me after class so that we can talk about…” she trailed off, I couldn’t focus because now I was so fired up.

Her tits are just so big, and she is so damn cute, and now I can really dig her smell too. She smells so clean and professional; I couldn’t stand to even look at her. So I kind of murmured into my desk that, “Yeah, ok. Whatever.”

She walked off and finished talking about something. I don’t know what, but the bell rang and everyone filed off and I waited in my desk with this hard on that was so vulgar, that I didn’t want to think about standing up. Again, I shifted it a little so it wont be so noticeable when I did stand up.

Ms. Meredith was wiping down the dry erase board with big arcs of her arm, her small frame kicking back and forth, making her perky butt jiggle a little. I walked toward her desk, “Ms. Meredith, you wanted to speak to me?”

“Yes Jim, Your doing horrible. You need to focus more in class and do the homework that is assigned to you. You are going to fail if you keep up this pace.”

She finished wiping the board and stepped around her desk, and sat on the edge of her desk facing me. “I have some free time during the weekends, I’ll be happy to tutor you…”

Of course I accepted, we agreed on Thursdays. She gave me her phone number and asked me to call if I couldn’t make it.


At the session she sat me at her table and squeezed by me, her breasts swiping full against my back and then across my arm. The study room was cramped and she didn’t make anything of it, so I tried to pretend it didn’t happen. We were sharing a corner of her table and going over the lesson, and her being so close I soon realized that she was a touchy feely person. She would press my arm, or touch my leg to make a point.

I couldn’t concentrate at all. Ms. Meredith was really turning me on. What was getting me most was that I thought that she knew what she was doing. “This isn’t really working, I can’t write upside down.” She said.

It was tough to read her notes as she wrote them, because she was sitting across from me and when she wrote, it was upside down. “I have a presentation pad and easel, would you help me set it up?” she asked.

She disappeared for a few minutes and returned with a huge post-it pad and an aluminum easel. She was propping up the base of the easel, and asked me to hold up the paper part and, well she was bent over and sandwiched between the board and me. I tried not to touch her, but her arms kept rubbing mine from the inside of mine. It was amazing because the inside of my arms felt so soft and sensitive when she touched them with the outside of hers.

Her back would rub my chest when she was maneuvering the aluminum base. It did take some time, but she didn’t seem to mind. Well, anyway, she was finished with it and put some markers on the tray in front of it and dropped one of them.

She bent fully over to pick it up and brushed her ass against my hips. My cock started to grow. I stepped forward and gently put my hands on her hips. My palms felt out the contour of her bent over hips and the slight protrusion of her panties. Ms. Meredith looked back, her long hair touching the floor and her eyes were smoky with lust. She picked up her marker and stepped back into beylikdüzü ucuz escort my half hard shaft. I moved my hands from her hips to her lower stomach and moved them around, letting both of my hands feel the firmness of her belly under the wooly sweater. She moved her ass up slightly then down against me. Her tight ass ground my hips and pubic mound. She turned her head and kissed my cheek, my nose then my mouth. Her lips against mine were soft and yielding. I kept a hand near her navel and let the other slide to her chest. With my fingers flat against her bra I moved slowly up and down to feel her thick nipple bump between them.

I kissed her lips and softly captured her lower lip between my tongue and teeth. She turned to face me and held me tightly. We became entangled in the kiss. Our arms bonding our bodies, her chest, her stomach, her sex, her legs… I could feel them all pressing urgently against my ready body as our tongues danced and taught each other how to kiss.

“I want to show you something,” she said as she pulled away.

Ms. Meredith ran the flat of her hand against the front of my jeans. She used her other hand to unbutton my pants and unzip me.

“Pull them off.”

I pulled at my pants and underwear, and her hand stopped me. “Just the pants,” she added.

Looking down at her, I yielded and pulled my pants down past my ass, and let them rest stretched across my thighs.

Ms. Meredith moved her head very close to my underwear and breathed on my cock. I could totally feel her hot, humid breath race the course of my dick and feeling out my inner thighs. She put her face right on my hips, just above my cock, and breathed in, the sound from her nose was deep and resonant. Her hands reached behind me to the middle of my back and her arms were caressing my underwear. She stayed that way, breathing at my pubis, and caressing my body with her hands and arms.

She slid her arms back and gripped at my ass. Ms. Meredith then opened her mouth and tenderly kissed my balls through my underwear. She licked and kissed with her open mouth from my nuts to the head of my dick. Leaving a slight red trail from her lipstick and saliva. She folded down my underwear half way and took the head of my dick into hear mouth.

My history professor has the head of my hard cock in between her fat lips and she’s sucking on it. Ms. Meredith pushes forward until her lip is brushing my sack. I can feel her rough tongue trace the underside of my dick cupping and massaging it. She draws back from me, and pops off my head to suck and lick my sack. It feels pretty good, but looks better! Her hand is now slowly working my shaft with deliberate strokes she lightly tugs at my scrotum, and sucks on my balls. Her breasts play between my legs and her hands grope my ass, and my balls and my dick.

Jacking me off and sucking my balls is almost too much. I feel my dick split with come from the inside. I am about 4 strokes away from blowing my load and am at my absolute hardest. Ms. Meredith opens her mouth in a relaxed O, and puts her tongue out a bit and slowly traces up my cock to the head. She engulfs my head and sucks down my cock. She pulls off my shaft and does it again. And again, and again, and again and I spurt on the up stroke, my hot come bolts to her face and she covers my dick with her mouth and sucks up and down and back and forth in tight circles as I fucking come and come into her mouth. She swallows and swallows my hot load and circles and circles her head until my juice just leaks from the tip and runs down my wet shaft. She pulls back from my dick (letting her tongue explore the bottom of my shaft the whole way up) and closes on the head. She sucks some more and squeezes the nectar with her puffy lips.

“That was a lot! Were you saving it for someone?” she laughed and kissed at my face and neck.

I kissed her back, on her cheek and forehead. She looked took the hint and we kissed some more. I could taste my load on her breath and it turned me on a little. Her hands moved to my shoulders and lightly pushed me down.

I took the cue and kissed at her shoulders and at her tits beneath her sweater. “Take it off,” I commanded, and she did.

Ms. Meredith reached, cross-armed, at the bottom of her sweater and pulled it off. Her boobs fell from the bottom of it (even in her bra) one, then the other with a slight delay. “Take it off.” I commanded again, and she smiled wryly at me and reached behind her back.

She unsnapped her bra and pulled it off her chest. Her breasts hung majestically in the air. Her nipple stuck out proudly, just as big as my thumb and sat high on her globes. I was taken back. I looked at her face, then her tits, then her face again. I was trying to put my professors face to this smoking body and was held in momentary disbelief.

I put my hands under her heavy breasts and held them up slightly. I pushed them together just a little, enough to give her almost a foot of cleavage, beylikdüzü üniversiteli escort and sucked at her big nipples, one then the other. Now it was my half open mouth assaulting her. My lips and tongue played over her fat tit as my hand worked the other. My palm and fingers caressed her breast just firm enough to hold it up. I marveled at the way her big tits were so firm, and heavy. I thumbed Ms. Meredith’s nipple and disengaged from her other boob. I pushed my prof down, onto the bed.

Unbuttoning her, and zipping her down, I made a quick dash to her pubic hair. I tongued her curls, making them form into crescents of hair, formed together with spit. I licked her labia lightly. Up, then down, along the rough path of her hairy lips. I licked up, then down, up, then in. I parted her sweet lips and explored her folds. She tasted fairly sweet, and I ventured into her willing hole. Licking in small ovals I penetrated my Ms. Meredith with my tongue. Using my fingers I pressed against the outer rim of her hole. Massaging her pussy, and fucking her with my mouth I drew out of her and licked up to her clitoris.

Her small bulb was hot and tight. It felt quite like a feverish pea, the skin stretched to bursting. I licked quickly, and expertly. She writhed at first and pulled at my hair and head. Her moans and her thrashings made me eat her faster and with more commanding strokes. Her pussy and my mouth, again two lips dancing. My tongue stroking and massaging her tight, hot bulb, I probed her entrance with my finger and slipped it in. Turning it upwards I stroked the rough patch of nerves inside her. I motioned “come here” with my digit, over and over again. I licked her clit, hot and wet her pubic hair rough on my face and lips. My breath, ragged between her thighs, escaping from the tight space between her legs and the bed. I licked her fold and pressed her rough patch. Ms. Meredith came in ragged spasms. Her breath forced from her in tight pulses “HUH. HUH. HUUH.” Her pussy seized and then relented in a vibrating quiver and flooded with oily come.

She sat up on her elbows; hair matted to her forehead and asked me to fuck her. “I want you,” she said.

“I want you inside of me, now.”

I scanned up her body with my own. I guided the head of my cock to her hole and teased the opening. I slipped away slightly and slid the shaft not in her hole, but up her crack so my balls covered her hole. I slid down her crack and put the head against her hole again. I pushed in slowly, feeling every inch sink hot into her. I pulled out and slowly fucked into my professor.

“Fuck that’s so good,” she said as pushed in and out of her in slow strokes.

“Is that O.K.? Do you like that?” I ask forcefully, pulling slowly out.

“Yes ”As she reaches to hold me around my waist.

“You’re a bad girl for letting me fuck you.” I push in, slowly.

“I know.”

I feel her getting wetter, her pussy lips getting fuller as I pull out. Her cunt is grabbing at my cock for purchase. “Bad girls get fucked hard.”

I thrust into her and pound her cervix. She gasps and holds me tighter. I fuck and fuck into her, and her pussy gets tighter and tighter until it finally gives up and kind of breaks. Now it’s tenderly caressing my shaft as I fucking pound it. I try to destroy it with my thrusts. Her hug around my back turns to fingernails ripping across my back as I fuck her relentlessly.

I feel her relaxed pussy swell closed around me again and pull in. I stop thrusting and her pussy begins shaking. Ms. Meredith looks at me, wide eyed and scared, her long hair matting to her sweaty regal face, her mouth open… expecting. Her pussy is shaking and then it stops and clamps down on me.

I pull out a little, and it gets tighter. I pull out some more and it gets tighter, her cunt is like a vice and my professor is making fast shallow breaths, like she’s hyperventilating. I pull out more just to leave the head on the edge of her muscles and it’s trying to pinch me out of her. Now Ms. Meredith is wide eyed and grunting, her pussy is like a fucking piece of steel seized on the tip of my cock.

I feel it start to give way into a kind of low hum, a vibration. The pressure breaks. Ms. Meredith’s jaw locks open but her lips are forming a soft fragile “O”. Her cunt floods with juice and I thrust into her, the spongy head of my cock pressing her cervix. The walls of her pussy collapse and expand and slap around my cock in an ecstasy of explosive charges of mad contractions.

I fuck into her hard and fast. Ms. Meredith is fucking me back, and her pussy is clamping, and shuddering, clamping, and shuddering. My balls are wet with her juices as they slap against her ass and she’s scraping my back and telling me in her husky sex voice to fuck her harder, and to “fuck me, fuck me, fuck me” before she kind of moans as I piston into her.

Spunk is bubbling in the base of my cock as I fuck into her. I grab at her breast beyoğlu escort and bury my head into her neck. Ms. Meredith shouts and exhales at the same time as I blast into her. Urgently hunched, I fuck and fuck into her quaking pussy and shoot hot bursts of come into her. She grabs me, and holds me tight as I spend my load into her. “Take me. Make me yours”, she said as I came.

“Make me yours. Make me yours. Please take me. Take me. Take me, please…”

We talked for a while after that, about nothing, and everything. The subject of fantasies came up. Ms. Meredith told me about how she dreamed of getting fucked by a rival football team when she was dressed up as the team mascot (a gopher.) It was pretty hot, if I get some time I’ll have to tell you about it. I told her about my fantasy too, it was a control fantasy where I could tell my professor to do all sorts of things with my mind right in front of the class. This really perked her up, and she wanted to fuck me again.


That Monday I didn’t know what to expect at history class. I was a little nervous to tell the truth. After what we went through, I figured it would be awkward between us. But it wasn’t. Ms. Meredith was as usual, sitting at her desk prepping for class. She was in a new dress though. It was cute, with a lot of buttons up the front. Her dark hair was up and her face looked a little different, maybe she had some more eye makeup.

5 minutes into the class I notice that she’s looking at me quite a bit now. She’s totally making eyes at me. I look around to see if anyone notices, and no one is. I lick my lips and begin to think of how we fucked. She licked her lips and continued talking about history. I ran my fingers through my hair and began to write down some notes. Ms. Meredith ran her fingers through her hair and picked up a pencil, she was looking at me intensely.

I had a flash of inspiration, I folded out a sheet of paper and wrote, “suck pencil” and held it up for only her to see. Ms. Meredith paused mid-sentence and put the pencil’s eraser in her mouth idly. I watched it play between her tongue and lips and began to wonder how far we could go with this.

Her lecture continued, I wrote something else on the paper

“Rub on me”

She walked over to me, without skipping a beat or stopping the lecture and pressed her mound on my shoulder and ground it in for about 3 seconds. I could smell how hot she was and I could feel her lips separate and grab at my shoulder. The course fibers of her pubic hair made a barely audible crunch and it was gone, she stepped back and to the front of the class again. Her nipples were fat and hard. I could even make the outline of her areolas. I bet her tits were as hard as rocks right now. Now some of the girls in class were definitely catching on that something was happening. I think I heard someone say “slut.” Ms. Meredith must have heard it too, because she was getting hot now. This is just how I pictured it. She was such a willing whore for me, and the other students knew it.

I wrote “make someone hard, front of class.”

“Joe, will you please come to the blackboard?” Her voice was starting to get husky, but she still held a professional tone, I don’t think anyone knew that she was practically coming in her pants.

I knew.

“I need you to draw on this map…” she turned Joe around to the blackboard.

“Here, wait…” her hand on his back and her other reaching for a piece of chalk, the other hand slid to the front of his pants as her chest pressed against his back. Joe had to have felt her hard tits and nipples draw figure 8’s on his back, and her hand doing something on his dick. The whole thing might have lasted 2 seconds, but Ms. Meredith stepped away and began lecturing and was looking at me. Joe must be hard. “Turn him around” I wrote.

“Joe, never mind the map. That’s fine, you can sit down,” she said, and smirked. She wanted to show me her good deed and I could tell that she was happy to play along. Joe turned around and sure enough, his hard cock was standing very straight up along the zipper of his pants. He covered it with his hands and sat down. Some girls giggled near the back of the class, and he blushed.

“After Class” I wrote again.

Ms. Meredith licked her top lip, then bit her bottom lip in one smooth motion. Her face was blushing.

“Jerk Joe off” I finished.

She smiled.

The rest of the class I asked Ms. Meredith to unbutton a few buttons of her dress and show her cleavage, and to flash her panties. She did and she did it quite obediently, when the bell rang the students got up and filed out the door. “Joe, can I talk to you a minute?”

“Ms. Meredith?”

“It’s just that I noticed you were having a problem with yourself when you were helping me.”

“No, I’m fine”, Joe replied, he was nervous.

I waited at my desk.

“Just Do It,” my voice reverberating in the now empty room.

Ms. Meredith didn’t hesitate. She made four deep steps from the front of class to Joe and put her hands on his chest. Her hands made large circles around his muscular chest and shoulders. She kissed him, just a peck, and slid her hands down his body to his waist. I heard a zip and shuffling of underwear and pants. Joe gasped and Ms. Meredith began to work his shaft. Her hands were skillful and she tugged at his root.

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