His Delicious Student

But it was the special senior's class that Zoe was in that was the most difficult for him, the sight of her thick, hard chocolate nipples pressing against her tight T-shirt clearly visible, reminding him of how it had felt to feel her soft young flesh against the palms of his hands, the way she had gasped when he had pinched her nipples, then whimperingly sighed as he had sucked and chewed on them. He knew that she was trying to please him when she sat with her knees wide apart and her skirt worked up to the point that he could see her wet panties covering her pussy, her camel toe visible because of how wet they were, the big clit that he had enjoyed sucking on and teasing with the tip of his tongue clearly bulging out from between her outer lips.

Noah had been expectantly waiting when Zoe showed up at his office after classes had finished for the day.

"Hi, Mr. Grimes," she said shyly as she entered and approached his desk.

"Hello, Zoe," Noah replied, sitting back in his seat and smiling at the delectable young girl. "How was your day?"

"It started out really good, then it was frustrating," Zoe replied.

"Frustrating! Was the class difficult? Can I help?" Noah asked, already understanding the little game that Zoe needed to play in order to get where she really wanted to go.

"You see, I was really horny when I left for my class this morning," Zoe said, blushing. "The more I thought about it, the hornier I got. I thought I was going to explode."

"I had the same problem," Noah said, seeing the surprise on her face, knowing how important it was to make her feel desired, to let her know that he found her attractive, that he ultimately wanted her, though he could never admit to that. Everything had to come from her, at her instigation. It would be his only defense if things were to go south. "What were you thinking about that caused a problem?" he asked.

"H-how much my nipples were tingling," Zoe replied softly.

"Is that unpleasant for you?" Noah asked.

"Oh, no, I love it," Zoe protested, "it's just that...well, when my nipples tingle like that, my pussy gets so wet."

"Are they tingling right now?" Noah asked, blatantly looking at them pressing out against the material of her T-shirt.

"Yes," Zoe replied, cupping her breasts, her fingers automatically finding her hard protruding nipples.

"Do you think it would help if I sucked on them?" Noah asked, his cock hardening in his trousers.

"I-I think that it would," Zoe replied, blushing, "but I was...embarrassed to ask."

"You should never be embarrassed to ask me for help, Zoe, any kind of help," Noah said, smiling.

"Y-you really don't mind?" Zoe asked, coming around the desk to stand in front of him between his legs, her shins bumping up against his chair as she pulled her T-shirt up over her breasts.

"I'm happy to be able to help," Noah replied, reaching up to cover her warm soft breasts, her thick hard nipples pressing into his palms.

Noah delighted in the soft moan that escaped from her lips when he leaned forward to take one of her thick chocolate nipples between his lips, the tip of his tongue teasing it before he sucked her entire nipple into his mouth.

"Does that seem to help?" he asked after sucking and chewing on her hard nipple for a couple of minutes.

"I-I think so," Zoe replied, licking her lips, her eyes wide.

"Maybe we should check with the other one?" Noah suggested, leaning forward and capturing it between his lips, feeling Zoe sag against his mouth as he began to suck and chew on it.

"Oh, that feels so nice," Zoe said when Noah finally sat back, cupping her breasts, her fingers automatically finding her hard thick nipples and twirling them.

"Does that solve your problems?" Noah asked.

"Not all of them, no," Zoe admitted, blushing.

"What else is there?" Noah asked.

"M-my pussy, when I'm horny, it's just so wet," Zoe replied.

"Is it wet now?" Noah asked.

"Yes," Zoe replied, her face reddening even more. "My panties are soaked."

"Really? Maybe you should take them off," Noah suggested. "That must be uncomfortable."

"Yes, it is," Zoe replied. "You wouldn't mind?"

"Not at all," Noah replied. "I don't particularly like panties."

"You don't?" Zoe asked, surprise in her voice and on her face.

"No," Noah replied. "They're only in the way. I prefer a naked pussy."

"I'll never wear panties again as long as I live," Zoe said, reaching beneath her short skirt and pulling them down, then stepping out of them.

"Are they really wet?" Noah asked, holding out his hand for them.

"Yes," Zoe replied, embarrassed.

"Do you ever suck on your panties when they're wet like this?" Noah asked, fingering the sopping crotch material.

"N-no!" Zoe replied, her mouth and eyes open in surprise.

"But you said that you like the taste of yourself," Noah said, pressing the wet crotch of her panties against her mouth, gently pushing them in when Zoe opened her mouth. "Does it taste good?" he asked when he saw her suck on the material.

"Yes," Zoe replied softly, her face bright red.

"Is your pussy still wet?" Noah asked.

"Yes, very," Zoe replied.

"Show me," Noah said. "I'll see what I can do to help."

Noah was smiling broadly inside as Zoe turned around and bent over, flipping her short skirt up onto her back, giving him a perfect view of her ass and pussy not six inches away, already seeing a drop of pussy juice drip from her fat swollen clit protruding out from between her outer lips beneath her starred rosebud.

"Reach up with your hands and hold yourself open for me," Noah said, demonstrating with his own hands, grabbing her ass cheeks and spreading them wide apart. "That's right," he said when her hands replaced his. "You certainly are wet," he said, dragging a finger up through her pussy, then rubbing it around her rosebud.

"Oh, Mr. Grimes!" Zoe gasped when he leaned forward and began rimming her rosebud, pressing the stiffened tip of his tongue against it.

"You like that?" Noah asked.

"Oh, yes," Zoe replied. "It-it's wonderful!"

Noah leaned forward again, rimming her rosebud, then sliding his tongue down over her taint and into her, her musky juices flooding his tongue and sliding down his throat as he slurped on her, Zoe's legs trembling as she came non-stop. Noah was pleased to realize that sucking on her rilled inner lips produced almost as much of a reaction as sucking on her big fat clit, alternating between the two, but always returning to slurping on the flowing river of juices that never seemed to stop.

"I don't know if I'm helping or not," Noah said after several minutes of feasting on Zoe's delicious pussy.

"Oh, Mr. Grimes, it's wonderful, really," Zoe gasped, sinking to her knees and turning to face him. "It's just the best thing that's ever happened to me."

"I suppose that that's a good thing," Noah said, smiling down at her. "Is there anything else that was bothering you?" he asked.

"I-I'm embarrassed to say it," Zoe replied, flushing.

"Well, I'd think that if I can suck on your nipples and eat your pussy, that you should be able to tell me," Noah said, "don't you?"

"I-I-I didn't get to finish sucking your cock," Zoe replied, unable to look up and meet his eyes. "I-I wanted to make you cum, to express my appreciation for everything, all of the extra help that you've given me."

"I think I understand," Noah said, nodding and smiling. "But it's late and I'm sure that the custodian is going to be by at any minute. Why don't we continue this discussion this evening, at my place."

"Really!?" Zoe gasped, her eyes wide. "You-you wouldn't mind? I'd hate to ruin your evening."

"I'm willing to take the chance if you are," Noah replied, smiling into her smoky-grey eyes.

Zoe felt a twinge of guilt when she told her parents after dinner that she was going to Maisie's house to study for midterms, adding that depending upon how late they studied, that she might spend the night, knowing that it would never occur to them to check up on her. She was being hopeful, an extension of the daydreams that she had had ever since seeing Noah in his office after classes, dreams of him sucking on her nipples and eating her pussy, and especially what he did to her ass with his tongue.

She dreamed of a night of non-stop sex, including, finally, a real cock in her pussy and ass, not just carrots and cucumbers and her mother's big black dildo. She was determined that after this evening she would no longer be a virgin in any sense of the word, but a fully sexually active woman.

Nervously pressing the doorbell of Noah's house after an easy 15-minute bicycle ride from her own home, she felt her pussy already getting wet as she waited.

"Hello, Zoe," Noah greeted her when he opened the door wearing a mid-thigh, blue silk robe that matched the color of his eyes. "I'm glad that you came. Please, come in," he invited, standing aside for her to enter.

"I-I've never seen a house like this before," Zoe said as she looked around the living room, floor-to-ceiling, wall-to-wall bookshelves overflowing with books, stacks of books also piled up on the floor, barely leaving any room for the throne-like, red-velvet upholstered chair with a high back and a matching ottoman in front of it next to the sofa beneath the front window and the coffee table in front of it. "Have you really read all of these books?" she asked, awed.

"At least once," Noah replied. "Some of them many times."

"I never read unless it's for class," Zoe said.

"Every time I read a book, my universe becomes larger," Noah said. "Would you like something to drink, some water, juice, soda?"

"No thanks, I'm okay," Zoe replied.

"Why don't you sit here," Noah suggested, indicating the ottoman as he sank into the throne chair.

"Okay," Zoe said, sinking down onto the large footstool in front of him.

"Zoe, you're a very special student and a very beautiful young woman," Noah said, seeing the delight beaming from her face at his words. "I'm thinking of making you my Special Student Assistant for the remainder of the school year."

"Oh, Mr. Grimes, that would be wonderful," Zoe gasped in disbelief. "What would I do?"

"Help me with mostly administrative things, in the mornings before classes and the afternoons after classes," he replied. "There might even be some occasions when I might require some help here at my home. I'm sure that I'll have no trouble finding things for you to do. Would you like that?"

"Oh, yes, Mr. Grimes, I'd love it," Zoe replied, beside herself with joy.

"Then we're in agreement?" Noah asked.

"Yes, yes," Zoe replied, clapping her hands together in delight.

"Very good," Noah said, smiling. "Shall we celebrate? I can't offer you alcohol, but maybe you have an idea of what we could do," he said, spreading his silk robe open to reveal that he was naked underneath, his thick cock and balls hanging down between his spread legs.

"Is anyone going to interrupt us, like at school?" Zoe asked, a big smile on her face.

"No," Noah replied.

"Then I know exactly how to celebrate," Zoe said, leaning forward to kneel in front of him, one hand reaching out to wrap around his rock-hard cock and slowly jack it, while at the same time leaning down and nuzzling his balls with her nose before beginning to lick them, then suck gently and carefully on each one before moving up to the shaft of his cock that she was still jacking with one hand.

When she finally got up to the head of his cock, she stuck the pointed tip of her tongue into the slit, looking up at him, a smile on her face. Then she began sucking on the head of his cock, her tongue very active sliding all around it, always probing the slit. Slowly she took more of him into her mouth until it proved too much and she gagged with all but a couple of inches of it in her mouth. She bobbed up and down on him, each time trying to force more of his cock into her mouth, but each time running up against her gag reflex triggering when the head pressed against the entrance to her throat.

"Maybe I can help," Noah said, understanding and wanting her to succeed at what she was trying to do.

"Okay," Zoe gasped, licking her lips, a hand still wrapped around the shaft of his cock jacking it.

"When you get as much of it into your mouth as you can without gagging, stick out your tongue beneath it as far as you can," Noah explained, having been down this particular path before.

"Okay," Zoe said, immediately diving back onto his cock, the hot warmth of her tongue caressing it as she took as much as she could into her mouth, the head not quite touching the entrance to her throat.

"Now your tongue," Noah prompted, feeling it when her tongue slid along the underside of his cock, then pressed against his balls, another half inch of his cock entering her mouth. "That's it, just don't think about it. Think about licking my balls. Breath through your nose," he urged. "Open your nostrils as much as you possibly can when you inhale," he said, knowing that this was key, poised for the sensation of her throat dilating when she did so, pressing the rest of his cock into her mouth and down her throat.

"Don't panic, just keep breathing through your nose," Noah urged her, feeling her throat spasming on his cock as she extended her tongue to lick his balls. "That was really good," he said when he urged her up off of his cock after a minute, knowing that she really needed to breathe deeply to catch her breath.

"It's so big," Zoe told him gaspingly. "I've never tried one that big before."

"You want to do it again?" Noah asked.

"Yes," Zoe replied immediately, leaning over and taking his cock back into her mouth.

"That's great, Zoe," Noah said, a hand resting on her head as she forced herself all the way down on him, her new-found confidence outweighing her doubts and making it even easier.

"It's really hot in here," Zoe said after a few minutes, gasping for breath while still jacking his cock with one hand.

"Why don't you undress and be more comfortable?" Noah suggested, smiling when she instantly peeled her T-shirt off, revealing her naked breasts, her large chocolate nipples hard and sticking out provocatively. "You look simply delicious, Zoe," he told her when she unzipped her short skirt and let it slide to the floor, revealing that she was naked beneath. "No panties?" he asked, arching an eyebrow.

"I threw them all away," Zoe told him. "I'll never wear them again, I promise."

"You're very wet, I see," Noah said, leaning forward to drag a finger through her pussy, then hold it up to show how it was glistening with her juices before sticking it into his mouth and softly sucking on it. "So tasty," he sighed. "As soon as you can make me cum by sucking my cock, I'll eat your pussy for you."

"My ass, too?" Zoe asked shyly.

"Your ass, too," Noah replied, smiling. "You're going to be the best Special Student Assistant ever, I'll bet."

"I'm sure going to try to be," Zoe said, going back down on Noah's cock.

Enjoying the sight of Zoe enthusiastically sucking his cock, Noah reminisced about his recent disappointment at finding out that Zoe had sucked other cocks before his. The ultimate was finding a girl who was still a virgin and Noah had accepted the fact that at least Zoe's ass and pussy were virgin to console himself. But as he reflected on her sucking his cock, he realized that it might be better that she had had some practice beforehand, because unlike a pussy or an ass that was just a stationary object to be used, it took a degree of skill to adequately suck a cock to completion.

To that end, he was pleased when he finally felt his balls stirring as Zoe's mouth and tongue began to have a terminal effect on him. Not saying a thing or giving her any kind of a warning, Noah's cock exploded in her mouth, cum gushing onto her tongue and down her throat. He could feel her throat convulse as she gulped down a mouthful of his cum and was delighted to see that her cheeks were hollowing as she actively attempted to suck the cum from his cock instead of just being a cum receptacle the way many women did. When she finally sat back, removing the tip of her tongue from the slit of his cock and giving up on finding any more cum to eat, Noah's balls were drained.

"Was that okay?" Zoe asked insecurely as she licked her lips and scraped some escaped cum from her chin into her mouth, then sucked her finger clean.

"It was very nice," Noah replied, smiling. "But like you said, you're not used to a cock that's the size of mine. I'm sure that with practice that you'll get better at it. When you come to my office each day in the morning and then again in the afternoon, the first thing that you should do is suck my cock, and of course when we have meetings here."

"Okay, I will," Zoe said, absolute delight suffusing her face. "You cum a lot. I like that."

"We'll just have to find a way to make sure that you get a steady diet of it, then, won't we?" Noah asked, smiling at the joy radiating from her. "Now we should trade places," he said, standing up, his cock still rock-hard in front of him, the two tablets of Cialis he had taken to make certain that he'd have enough stamina to wear Zoe out having their effect.

"Oh, Mr. Grimes, you are just the best," Zoe sighed when Noah lifted her legs up over the sides of the throne chair and pulled her forward until her ass was on the edge, spreading her pussy wide open, her starred rosebud winking beneath.

Noah leaned forward on his knees, stabbing his tongue into her rosebud, enjoying the squeal of delight as she writhed on the chair as he rimmed her, probing with his tongue stiffened before sliding up over the taint to slide it into her fragrant pussy, like drinking from a well as he slurped on her musky juices, sucking and lightly chewing on her rilled inner lips, orgasm after orgasm cascading through her body for him to drink up.

"Oh, too much, too much," Zoe finally gasped when he had been sucking on her clit for a couple of minutes, reaching down to cover herself as her body spasmed in orgasm.

"What would you like me to do, then?" Noah asked, licking his lips, amazed at how delicious her pussy was.

"Will you...will you fuck me?" Zoe asked, gasping as she tried to recover from the intensity of the orgasms that Noah's tongue had induced. "Please?"

"Since you ask so nicely, how could I possibly refuse?" Noah replied, standing up and laying his rock-hard cock on Zoe's lower belly, the shaft resting on her big fat clit. "Suck it first, get it nice and wet, then I want you to put it into yourself," he said.

"O-okay," Zoe replied, hardly daring to believe it as she scrambled to sit up, leaning forward to suck on his cock, the cock that was going to take the stigma of virginity from her once and for all.

Slobbering liberally on the head of his cock, Zoe leaned back, hooking her legs over the arms of the chair once again, then reached down to guide the head of his cock to her pussy, softly moaning as she rubbed it up and down between her pouting inner lips, then placed it at the entrance, shifting her hips forward just enough to ensconce the head partially inside of herself.

"You have a beautiful, tasty pussy, Zoe," Noah said. "It's an honor to be the first," he said, leaning forward and sinking his cock into her, shocked at how easy it was and that her only reaction had been a sigh of relief.

"Oh, Mr. Grimes, it's wonderful, just amazing," Zoe gasped as he began to fuck her, sliding his cock in and out of her pussy, seeing it immediately pick up a sheen from her juices.

Noah could feel Zoe's pussy spasming on his cock when he'd rub her big fat clit while fucking her, gasping and mewling in delight, pinching and pulling on her hard chocolate nipples as he pounded her pussy. Suddenly pulling his cock from her pussy, he pulled her forward and stuck it into her open mouth, enjoying seeing her sucking on it directly from her own pussy.