His Delicious Student

"Are you enjoying the class?" Noah asked, almost trembling when he saw that his knee was mere inches from her bare, slender leg.

"Oh, yes," she replied. "It's the most interesting class that I've ever taken. You say things and it makes me think."

"That's about as fine a compliment that any teacher can hope to hear from a student," Noah said, smiling, "especially a top student."

"Me, a top student?!" Zoe said, astonished, her face slightly flushing with pride at the compliment.

"I think so," Noah replied. "I can see which students are really paying attention as opposed to those who just pay enough attention. You seem to hang on my every word."

"But I do," Zoe said. "I don't want to miss a thing."

"Do you spend a lot of time studying?" Noah asked.

"I don't know," Zoe replied. "I take my education seriously. I want to make my parents proud of me."

"That must frustrate your boyfriend," Noah said, carefully probing.

"I-I don't have a boyfriend," Zoe said, blushing, feeling her nipples hardening and seeing that Noah's eyes were focused on them as they pressed out against the thin material of her T-shirt.

"How can that be, a beautiful young woman like yourself?" Noah asked, stroking the fragile ego that he had learned through long experience that young girls of Zoe's age tended to have, especially around older men.

"I'm not beautiful," Zoe said, flushing and feeling her pussy getting wet at hearing such words from him. "I-I think that the boys are sort of silly. They don't really interest me."

"Do you like girls, then?" Noah asked, his heart in his throat at the idea that he had so totally misread her.

"Girls! Gosh, no," Zoe said, shocked. "I-I like boys, it's just that I...I like...there's someone...but he's older. I-I don't think that he really sees me like that," she said, coming as close as she could without making a total fool of herself in telling him how she felt.

"I think that any man would feel privileged to have a beautiful young woman like you interested in him," Noah said, gently placing his hand on her hip and feeling her tremble.

"You-you really think so?" Zoe asked, her eyes wide, hardly daring to believe that she was hearing such words coming from him about herself.

"Very much so," Noah said, letting his hand slide from her hip down to the flank of her ass, then down her short skirt until he felt hot soft skin beneath his hand. "Does it bother you that a man as old as me would find you beautiful?" he asked, gently squeezing her trembling leg and letting his hand slide up until it was beneath her skirt.

"N-no," Zoe replied, her legs now shaking, hardly daring to believe that he was actually touching her. "You-you're so...mature. And-and you're...you're sexy. You remind me of James Bond," she said, inching forward between his legs until her shins bumped up against his chair.

"That's the nicest compliment that I've ever had," Noah said with a smile, letting his hand slide up the back of her leg until it was gently cupping her panty-clad ass, feeling her tremble. "Maybe you'd like to sit down," he suggested, guiding her to his thigh, his hand leaving her ass to caress the inner thigh of her other leg. "Does it bother you that I'm touching you like this?" he asked.

"N-no," Zoe replied, in disbelief that her dream was coming true. "It-it feels nice," she sighed as he gently squeezed her thigh, the back of his hand pressing against her panty-clad pussy.

Zoe softly moaned, placing her hand on Noah's shoulder, then resting her head on her hand when he slid his other hand up beneath her T-shirt to cup her hard-nippled breast.

"You have marvelous breasts," Noah said, squeezing her hard, thick nipple between his thumb and index finger, eliciting a gasp from her. "They seem perfect for sucking on," he added, sliding his hand to her other breast, at the same time hiking her T-shirt up to reveal them, leaning forward to capture the nipple that he had just abandoned between his lips, sucking on it, then lightly chewing on it as Zoe moaned softly.

"You like this?" Noah asked, turning to look at her head on his shoulder, which she raised, her eyes full of unrequited lust as she looked at him, her mouth hanging open.

"Yes," she replied, then suddenly leaned forward and kissed him, moaning into his mouth when she felt his fingers slip beneath her panty to cup her naked pussy.

"You're very wet," Noah said when she broke the kiss, his fingers having slipped between her outer lips and into her pussy, sliding up and down, sliding over her slick clit and causing her to shudder each time.

"It-it feels so good," Zoe sighed, trembling as he rubbed her big clit, gasping as her body spasmed in orgasm.

"You like it when your pussy is played with?" Noah asked, slipping a couple of fingers into her.

"Yes," Zoe practically whispered as he sawed his fingers in and out of her pussy.

"And do you like to fuck?" Noah asked, almost holding his breath as he awaited her response.

"I-I've never done that," Zoe admitted, flushing with embarrassment.

"No?!" Noah replied, once again rubbing her big clit and feeling her body spasm as she came yet again. "Why not?"

"I-I'm saving myself for the right person for the first time," Zoe replied, moaning as he inserted a third finger into her.

"Why is that?" Noah asked, withdrawing his fingers from her pussy and from beneath her skirt to hold them up, glistening and gooey with her juices.

"I want it to be special the first time," Zoe replied, then gasped when he stuck his fingers into her mouth, sticky with her own pussy juices.

"You like the taste of your own pussy?" Noah asked after she had sucked his fingers clean.

"Yes," Zoe replied, blushing as she licked her lips.

"Do you taste yourself?" Noah asked, slipping his hand beneath her skirt and panties and back into her pussy.

"Yes, when I play with myself," Zoe replied, sighing when she felt his fingers in her pussy again.

"How would you like to have my cock where my fingers are?" Noah asked, going for broke.

"I-I'd like that," Zoe replied, her face flaming with embarrassment.

"What else would you like, Zoe?" Noah asked, elation soaring through his body.

"I-I want to suck your cock," Zoe said, reaching down into his lap to find his rock-hard cock through his trousers.

"You like sucking cock, Zoe?" Noah asked, his elation tempered with disappointment when he realized that his wouldn't be the first one that she'd suck.

"Yes," Zoe replied.

Suddenly the door to Noah's office started to open and Zoe jumped off of his lap in surprise, pulling her T-shirt down and stepping away from him just as the custodian entered to do his daily cleaning.

Zoe had a miserable night. Her head was filled with the memory of finally daring to tell Noah how she felt. She had been astonished that he had seemed to be interested, even to the point of touching her. She could remember like it had just happened the feeling of his hand as it had first touched her bare leg after first sliding down from her hip and touching her ass. She had actually cum for the first time when she felt his hand beneath her skirt on the back of her thigh. It had been almost more than she could handle when she felt his hand on the soft, sensitive skin of her inner thigh. But it wasn't until he had slid his hand beneath her T-shirt and touched her breast that she was finally willing to believe that he might be interested in her as more than just one of his students.

Zoe shuddered in orgasm as she remembered how she had reacted when he pinched her nipple, her pussy flooding in response. Picking up her mother's big black dildo that she had expropriated, she sucked on the head of it for a moment to get it nice and wet, recognizing the musky flavor of her mother's pussy on it, distinctly different from the taste of her own pussy. Feeding it into her hungry pussy as she remembered Noah's lips capturing her hard nipple, she came, her pussy clamping down on the dildo as she pumped it in and out of herself, reliving the exquisite joy of Noah sucking and chewing on each of her nipples.

Zoe stifled a moan as she pumped the big black dildo in and out of her pussy, shuddering as she continued to cum as she could almost feel Noah's fingers slipping beneath her panties to touch her pussy. She could still remember the sensation of his thick fingers manipulating her big fat clit, pinching it, teasing it, rubbing it, causing her pussy to flood with juices. When he had slipped his fingers into her, she hadn't been able to hold herself back, leaning over to kiss him, tentatively, elated when he had kissed her back, sucking on her probing tongue as he worked his fingers in and out of her sopping pussy.

In the morning Zoe decided to leave for school early, knowing that the teachers all arrived an hour before the students so that they could prepare for their day's classes. As she had hoped, she found Noah in his office going over students' papers.

"Hi, Mr. Grimes," Zoe said when she opened the door to his office and slipped in.

"Zoe! What are you doing here so early?" Noah asked, smiling inside.

"I-I thought that you might go over yesterday's class with me again," Zoe replied lamely, her cheeks reddening as she blushed. "I-I'm worried that maybe I've gotten something wrong."

"Well, let's see," Noah said, pulling a folder out of his lower drawer and opening it. "Why don't you come around here and show me what it is that's giving you a problem," he suggested.

"You see, there's this guy," Zoe began shakily, a tremor rippling through her body when she felt his hand on the back of her knee and thigh. "I-I like him. A lot. And I think that he likes me, too, but I'm not sure."

"Does he know that you like him?" Noah asked, trying to control the raging jealousy that threatened to erupt as he gently caressed the back of her thigh, her skin soft, silky, and warm beneath his hand.

"I think so," Zoe replied.

"You're not certain?" Noah asked.

"I-I haven't exactly told him or anything," Zoe replied.

"Why not?" Noah asked, trying to control the frustration that teens like Zoe seemed to bring out in him, ready to jump off the cliff, then suddenly pulling back, acting more their actual age instead of the older, more mature image that they liked to try to employ in order to make themselves attractive to him, in their minds.

"I'm worried that he'll think that I'm foolish," Zoe replied.

"I can't imagine anyone not liking the fact that you like them," Noah said, his hand sliding up to the back of her upper thigh, beneath her short skirt.

"I've tried to show him, but I'm not so sure that I'm getting the right message across," Zoe said.

"And how have you tried to show him?" Noah asked, finally understanding what was going on, letting his hand slide up to gently caress her panty-clad ass.

"I-I let him touch me, m-my ass, my pussy, my breasts," Zoe replied softly, sagging against the desk when she felt him squeeze her ass cheek in his hand.

"And how did that make you feel?" Noah asked.

"Good, real good," Zoe replied with a sigh.

"Is it something that you want to happen again?" Noah asked.

"Yes," Zoe replied softly. "I liked the way his hands felt on me."

"And have you told him this?" Noah asked.

"Yes," Zoe replied.

"Then if he had also enjoyed it, he'd be a fool not to do it again, wouldn't you say?" Noah asked, sliding his other hand up beneath her T-shirt to cup a hard-nippled breast.

"Yes," Zoe replied softly, turning to face him, standing between his legs.

"I can't even imagine a man who didn't want to touch you, Zoe," Noah said, both hands now up beneath her T-shirt on her breasts. "To see such perfect breasts," he said, pushing her T-shirt up over her breasts. "Your nipples are like Hershey chocolates, just begging to be eaten, sucked on," he said, taking one of them between his lips while pinching the other one until she gasped from the pain.

"Oh, that feels so nice," Zoe sighed as Noah sucked and chewed on her hard, chocolate nipples.

"Is this what you want him to do?" Noah asked, sliding his hands down her body, then up beneath her skirt to cup her ass cheeks.

"Yes," Zoe replied softly, moaning as she leaned against his suckling mouth, not resisting when she felt him peel her panties down to her knees.

Noah could feel Zoe's pussy-slicked inner thighs as he ran his hands back up her legs above her panties, not touching her pussy, instead gripping her naked ass cheeks in his hands and spreading them as wide apart as he could, still sucking and chewing on one of her delightful hard nipples. Digging his fingers into the crack of her ass, Noah found her starred rosebud, surprised when she didn't pull away or tense up when he ran a fingertip around it, then lightly pressed. If anything, she had pressed back against his finger, he realized.

Glancing at the wall clock, Noah knew that he had a very limited amount of time left in which to enjoy himself, teasing Zoe, tempting her into wanting more and more until finally he could turn her into his personal sex toy for the remainder of the school year. Never did he give a thought to how it might end up effecting Zoe psychologically, to him it was all about satisfying his own lusts and teaching Zoe about hers and then bringing them out, teaching her to be a perfect sex toy.

"Zoe, would you like to show me your ass?" Noah asked, still gently probing her rosebud with his fingertip.

"Really!?" Zoe gasped, her mouth and eyes wide in surprise which quickly turned to delight. "Okay," she said, spinning around, then pulling her short skirt up so that he could see her ass.

"Such a perfect ass," Noah said, filling his hands with her ass cheeks and pulling them apart. "Bend over, let me really see it," he said, and Zoe complied, bending forward at the waist until her head was hanging straight down towards the floor.

Noah thought that his cock would break as he stared at Zoe's ass and pussy for the first time, her rosebud starred and inviting above her pussy, spread open now, the rilled edges of her delicate inner lips slightly pouting apart, revealing a glistening pink interior from which juices were visibly trickling to run down to her big fat clit, then to drip onto the floor.

"When I see something as beautiful as this, there's only one thing in my mind to do," Noah said, licking his lips. "Do you know what that is?"

"No," Zoe replied, her legs trembling with excitement when she thought of Noah seeing her like this.

"Shall I show you?" Noah asked.

"Yes, yes," Zoe replied, her excitement mounting.

Zoe could feel Noah's hot breath on her rosebud before she felt the tip of his tongue touch it, moaning and gripping her legs tightly as they trembled. Nobody had ever touched her there with their tongue. To her surprise and shock, he began running his tongue around her rosebud, rimming her, then stabbing his tongue at the center, trying to push it into her.

"Oh, Mr. Grimes," Zoe moaned.

Spreading her cheeks wide apart, Noah trailed his tongue down from her rosebud over her taint, feeling her trembling, seeing the droplets of her juices dripping from her big fat clit increasing in frequency, then sinking his tongue into her, his cock lurching in his pants as she groaned in ecstasy as he glued his mouth to her hole and drank her up.

Using his fingers to hold her pussy wide open, Noah began tracing her delicate, rilled inner lips with the tip of his tongue, sucking on each one, gently chewing, then jamming his tongue back onto her honey hole to slurp up her musky juices once again. By the time he got to her big fat clit, Zoe's legs were failing, ready to buckle.

"Maybe you'd better kneel down and rest for a moment," Noah suggested, licking his lips, savoring the delicious flavor of her juices. "Are you hurt?" he asked solicitously.

"Hurt!? Oh, no, not at all," Zoe gasped, kneeling in front of him, her T-shirt still pulled up over her hard-nippled breasts. "That was the most wonderful thing anyone has ever done to me."

"Nobody has done that to you before?" Noah asked, surprised and overjoyed.

"Never," Zoe replied, shaking her head. "I've dreamed about it, wondered what it was like."

"And did it live up to your expectations?" Noah asked.

"Oh, yes, definitely yes," Zoe sighed, a wistful look on her face.

"What are you thinking?" Noah asked.

"About the only feeling I've ever had that was that nice," Zoe replied, blushing.

"And what was that?" Noah asked, not sure if he really wanted to hear the answer.

"When I suck a cock and it starts to cum," Zoe replied, embarrassed.

"And you like that?" Noah asked.

"Oh, there's nothing I like more than that," Zoe assured him. "But I haven't tried everything yet, either. When I find the right guy, then I'll try everything. Maybe there's something that I'll like more than sucking cock."

"Do you have a special technique?" Noah asked.

"Mmm," Zoe said, smiling broadly. "I like to lick and suck the balls to start, then lick my way up the shaft to the head. Then it's all about seeing how fast I can get it to cum."

"Don't you like to take your time, draw it out?" Noah asked.

"Not really," Zoe replied. "I like it when it cums. Maybe I could show you," she said shyly.

"It's getting close to first class time," Noah said, looking up at the wall clock, "but we've still got a few minutes. Go ahead, show me what you're talking about," he said, extracting his rock-hard cock and balls from his trousers, all 7" of it standing straight up in the air, his big balls hanging down.

"Oh, Mr. Grimes, it's beautiful," Zoe gasped, wrapping a hand around the shaft and feeling its heft, squeezing it.

Noah alternated between satisfaction and being pissed off as Zoe began to nuzzle his balls, her tongue laving them before she very carefully took each one into her mouth and gently sucked on it, having left things too late. She eagerly licked her way up the shaft of his cock, not missing anything, then stuck the pointed tip of her tongue into the slit where a bubble of pre-cum had formed, her eyes tilted up to see his slack-mouthed face looking down at her.

"It tastes good," Zoe said, pursing her lips on the head of his cock and sucking.

"And it feels good, too," Noah said. "Unfortunately, we're out of time. You need to get to your first class and I need to get to mine. Maybe we can continue this conversation after classes this afternoon."

"Okay," Zoe agreed, getting to her feet and pulling her panties back up and her T-shirt down. "Thanks, Mr. Grimes. I feel a whole lot better about everything now."

Noah was both stunned and delighted as he hurried to teach his first class. Zoe was turning out to be everything that he had hoped she would be, horny, curious, and adventurous. As he taught his classes, it was hard not to think of the first sight he had had of her incredible ass and pussy from behind when she had bent over in front of him. He imagined that he could still feel the rough starring of her rosebud as he had rimmed her with his tongue, then the incredible flavor of her musky juices when he had sunk his tongue deep into her, like drinking from a fountain as he slurped up her free-flowing, musky juices.

In his next class, Noah realized that he had actually groaned out loud sitting at his desk when he saw the surprised looks on the faces of several of the students. He had been remembering the sight of Zoe's small hand wrapped around the shaft of his thick cock, her nose burrowing into his balls as her tongue laved them. He could tell by the way she slowly and carefully licked her way up the shaft of his cock that she loved what she was doing, that she wasn't doing it because it was expected of her. It had been when he remembered the sensation of her tongue stuck in the slit of his cock, her lips pursing as she sucked, her cheeks hollowing, that he had groaned. The thought of her soft warm mouth on his cock was indelibly etched into his memory.