She was a very attractive young girl, and as a student of mine, she was one that I always remembered. Mariah was one of those students you would fantasize about being with. She had nice firm boobs, wore low cut tops and had a personality that was alluring. She had been gone for several years now, however, all of a sudden, Mariah started to visit me from time to time. The first time she visited, she walked up to me in class and hugged me, which made me uncomfortable, but she was a former student, but I was staggered as to how she had grown up. She was even better looking than I had remembered; a great body and her boobs were still the ones I always remembered. I told her I had to get back to class and she agreed and left. I was curious about her and my class asked who she was too. At first I didn’t think anything about it; felt it was just a simple visit, but it did stir up old feeling. When she came back the next day toward the end of the day, I was again put aback. We hugged again, and the thought of being with her made me nervous. She had always liked showing off her body and right now was now exception. Mariah a pretty face and a great body; she was wearing one of her low cut top again to show off her boobs and this time she was wearing a short skirt to show off her legs. It was the end of the day and our conversation was simple. I got the feeling she was checking out the situation, getting a feel for how I felt about seeing her, and in turn I couldn’t help but check her out too. As I said, I had always been attracted to her, and had always had thoughts of being with her for several years but now she was there, and in someway I had a feeling she wasn’t there to catch up on old times. After we had talked for a short while, she mentioned that she needed to talk with me about something. I paused and told her that we could talk now, because it was the end of my day. Mariah hesitated and then asked if I could meet her somewhere later. I didn’t know what to think and when I paused, she suggested that we could meet down the street at the grocery store. I was nervous, but curious at the same time. Did she just want to talk or was there something more. With a serious look on my face, I agreed to meet her later that day and explained that I could be up there around in an hour or so. She nodded and explained that wasn’t driving and that she would have wait up there for me. I said, “Okay,” and she replied that she would be waiting inside the store until I got there. As the end of my day went on, and the time approached for me to meet her I continued to wonder about what Mariah wanted. It was now time to head up to get her and as I pulled up front, Mariah hurried out of the store, and headed straight to my car. I stopped the car and as Mariah opened the door and leaned in, she said, “Hi.” I couldn’t help but look right down her top at her cleavage. I thought to myself, “Oh my!” and as I looked up at her and our eyes met, she was grinning back at me. She continued to climb into the car, closed the door, and she gave me a hug. I asked, “What’s going on?” It was just meant to start the conversation but as Mariah paused she asked if we could go to my house. I hesitated but quickly mentioned that I lived kind of far away and continued by suggesting that maybe we could go somewhere else. There was a pause, but I suggested that we go get a bite to eat somewhere. She agreed and we headed off. Our conversation was simple, but she hinted to why she needed to talk by mentioning her mother was drinking too much. At the restaurant we talked about a lot of things, but again our conversation lead back to her being scared to stay at home because her mother would sometimes become violent. I could stop looking at her boobs, thinking how nice it would be kiss her and feel her next to me. We soon left the restaurant and got in the car, and I asked if she wanted me to take her home. Mariah asked again, “Can we go to your place?” and said, “It’s okay that you live kind of far away.” I didn’t know what to say, but as we continued to drive, I mentioned that there was a nice hotel around the corner that we could hit and talk some more. There was a slight pause, but I could sense her smiling as she said, “Sure, that’s okay.” I replied, “Okay,” and quickly headed over to the hotel that was fairly close by. Pulling into the parking lot Mariah noticed there was a swimming pool and asked, “Can we go swimming?” I parked by the office, patted Mariah on the thigh and told her, we’d have to see and told her that I’d be right back. I asked for a room toward the back of the complex, which the clerk agreed to do, and as I returned to the car and climbed in, Mariah again asked if we could go swimming. I smiled telling her, “Let’s check out our room, first,” as I drove toward our room. We pulled in front of our room, I turned off the car and we quickly went inside our hotel room. Turning on the lights, Mariah quickly checked out the room as I sat on the bed. She then came over and sat next to me and again asked about going swimming. I was hesitant, but asked, “What would you wear?” She quickly replied that we could go naked. I laughed and said that we would have to wear something. Mariah then said that she could wear her underwear and bra, and cover up in a towel. I again hesitated, but she pleaded with me and I agreed. Mariah gave me a hug and I told her to go ahead and get ready in the bathroom. She then asked, “You’re going to, aren’t you?” I nodded my head and told her I’d get ready out here while she got ready in the bathroom. Mariah hurriedly went into the bathroom and closed the door. As I stood to take off my clothes, I realized I needed a towel to cover up too. I went over to the bathroom door, knocked and asked Mariah to hand me a towel. She opened the door slightly and passed me a towel. I returned to the bed and continued to strip down to my boxers. I wrapped the towel around my waist and Mariah soon cam out of the bathroom, wrapped in a towel. She was so sexy and seeing her like this made me hard, but I tried to ignore it. It was getting kind of late so we quickly proceeded down to the pool area. As we approached the pool, I said, “Okay, well we better get in because someone will probably come out soon and tell us we need to get out.” Mariah said, “You go first.” I quickly moved toward the steps, took off my towel, throwing it on a chair, continuing into the water. As I looked over, Mariah had moved toward the steps too, and was taking off her towel. As I looked at her standing there, I thought to myself, “Oh my.” She was wearing only a soft pink bra and nice lacey pink panties.  I continued to watch as she proceeded to gingerly get into the water.  She had a nice body, very pretty and as she walked toward me, she put her arms around my neck, and I put my arms around her too. Surprisingly, she kissed me on the cheek, saying, “Thanks.” I held her close, and thought about kissing her, but I became nervous and let her go so we could just swim around a little. We did play a little grab ass in the pool, laughing and giggling, but soon decided that we had better head back to the room. As Mariah got out of the pool I could see right through her panties and as she turned to wrap in her towel, I could see that her nipples were hard too. We wrapped up in our towels and quickly headed back to the room. As we entered the room, Mariah hurriedly sat on the edge of the bed huddling in her towel and smiled at me as I sat next to her. I asked if she wanted me to take her home, but she shook her head no and asked if we could just stay there for a while. I said, okay, but suggested that maybe she should text her mother so she wouldn’t worry. It was getting late and Mariah agreed. She got up, grabbed her phone and turning asked me if we could just spend the night there. I paused, and thought, “There is two beds,” and asked her if she was sure? She nodded her head, yes, and I agreed we could. Mariah smiled as she quickly texted her mom that she was spending the night at a friend’s house. We waited patiently for a reply, which soon came. Her mom agreed that it would be ok, but Mariah needed to be home before noon tomorrow. Mariah, texted her back, “Thanks,” and then promptly called her friend to tell what she had told her mom and to call if her mom called. As Mariah got off the phone, I asked if everything was okay, and she replied yes, everything was good. It was set, but I became nervous and as Mariah sat next to me again, hugging me, we kissed briefly. We were going to spend the night together; I had wanted this and I think ultimately she did too. I suggested she change out of her wet clothes, and told her she could wear my t-shirt. She kissed me again, stood up, grabbed my shirt off the floor and went in to the bathroom. I took off my wet towel and hung my boxers over a chair. I put on my pants back on and as Mariah returned from the bathroom wearing my t-shirt, she hung her wet panties and bra over a chair too. She walked over to me and as she sat on the bed next to me again we looking at each other and we paused. I then asked if she wanted to watch some TV, but she too paused and asked, “Do you like me?” Looking at her inquisitively and said, “Mariah, I wouldn’t be here if I didn’t.” She smiled hugged me and we kissed again’ just pecking at first but soon it progressed to a more deeply kiss with tongues and feeling each other. I asked, “Are you sure you want to do this?” As she nodded it was ok, we kissed again, and in a passionate embrace, I laid her back. I moved up laying on her slightly, wanting to feel on her boobs, so I brought my hand up to her chest and gently began feeling them. Mariah gasped, but we continued kissing. My dick was getting hard and I wanted her to know it so I pushed it against her thigh and eventually took her hand and moved it down to my crotch, pushing her hand onto my hard cock. She pulled back slightly and we stopped. I asked if everything was okay and we continued to kiss and I went back to feeling her boobs. Through my shirt she was wearing, I could feel her nipples were hard, so I moved down to mouth her nipples through the shirt. I slowly repositioned myself between her legs and moved back up to kiss her again. I could feel the shirt had synched up slightly and I wanted her to feel my hard cock against her crotch and as I moved up I rubbed my cock against her. We continued to kiss and feel on each other, but as things seemed to slow down, I started slowly pull the shirt she was wearing up.  She stopped me, pushing me away and said, “No, don’t.” I stopped, and animatedly knelt on the bed in front of her. She wriggled a little and I had her sit up too. She said, “I’m sorry, I’m just nervous.” I tried to put her at ease by telling her it was okay and kissing her again. I then unbuttoned my pants and unzipped them, letting them hang open. As she watched and continued to look at my shorts hanging open, I tried to pull the shirt off her again, but she wasn’t having any of it. My pants were slowly inching their way down farther and further, and as we kissed, I wanted her to feel and see my cock, in hopes she would want to go farther. I took her hand and guided her down the front of my pants. She was mesmerized and as I pushed her hand down my pants, she finally felt my hair and then my cock. Mariah carefully watched as took my pant down to reveal my hard cock. I rubbed her hand on my cock, and eventually she took hold of it. She now looked up and said, “It’s so hard.” I simply said, “It feels good Mariah,” I continued to help her stroke my cock and as I let go so she continue on her own. As she continued to stroke it, I so wanted her to suck on it too, but I realized it would probably turned her off to the whole thing. I tried to inch up the shirt she was wearing so I could see her pussy. I didn’t want to go to far and as I inched the shirt up, she moved a little to help me. I kissed her and reached down touching her pussy, which caused her to squirm slightly and when I started to finger her little pussy, she gasped, but didn’t stop me. Mariah was already wet and as she spread her legs a little, I continued to play with her pussy, kissing and sucking her neck. I lifted up now, taking off my short and as I did this Mariah was fixated on my cock, continuing to reach out, wanting to rub my cock. I was so hard now and knelt next to her, she took hold of my cock and as she did, I tried to take off her shirt. She was hesitant to let me but eventually I was able to take it off and cast it aside. We were both naked now and as I lay her back on the bed, I looked at her. She had a great body. Nice firm boobs, poochy stomach, tight little butt, and a small amount of hair on her tight looking pussy. I now lay on top of her slightly and we kissed. I told her how beautiful she was and told if she wanted to stop, to just tell me. She nodded her head, and I started to finger her pussy again as we kissed. I then slowly started to kiss down her neck, eventually tonguing and sucking her hard little nipples, and as I continued fingering her wet pussy, kissing down her chest and stomach, I wanting to taste her pussy. She stopped me, trying to pull me back up, saying, “No, don’t,” and tried to close her legs. I was between her legs and as I looked up at her, I slowly worked my way back up to kiss her. I told her not worry, and tried to put her at ease by telling her it would be okay. She nodded nervously and after kissing her, I again tried to work my way back down, kissing and mouthing her tits, kissing her stomach, and finally making it down to her little pussy. I slowly spreading her legs and positioned myself between them again. Her pussy was so nice and I knew I was probably the first to taste her sweet little pussy and as I finger her pussy, I kissed and tongued her slit, spreading her lips gently with my fingers. I felt her tensed up slightly, but gradually relaxed as I continued to kiss on her pussy and squeeze her boobs. I continued to softly tongue and finger her pussy, but wanting her to suck my cock too. I tried to reposition myself by bringing my legs up by her head as we lay on the bed.  She took hold of my cock, stroking it again as I licked her pussy. I turned on my side and then pulled her onto her side, eventually I pulled her on top of me and resumed tonguing her pussy. I knew my cock had to be right in her face now and she took hold of my cock, she started stroking it.  I continued to eat her sweet little pussy and I hoped she would take my cock in her mouth, but she didn’t. I stopped briefly, and not thinking she knew what I wanted, I asked her to suck my cock. She stopped rubbing my cock and in turn I stopped too. What had I done? Had I turned her off to the whole thing? I climbed off and knelt next to her asking if she knew what I was asking. She nodded yes, but said she didn’t want to do it. I said, “Okay baby,” and kissed her. Mariah said, ”I’m nervous.” We kissed some more and I worked my way so I was on top of her again.  I wanted to be in her now, but would she let me. I sucked and tongued her little nipples and when I stopped to move to position myself more on top of her, she gasped and asked, “What’s wrong?” I said, “It’s ok, nothing is wrong,” and kissed her. My hard cock was now very close to her pussy and as I inched up closer, it faintly touching her pussy, she pushed on me and said, “Stop.” I stopped and asked, “What wrong.” She paused and told me she scared. I smiled and told her, “Don’t worry, it’ll be okay.” Kissing her again, I told her that if she doesn’t want to do it, it’s ok. She nodded and I smiled. I told to relax and asked her if it hurts to tell me and that I would stop. I really wanted to feel inside her and as she took a deep breath she nodding her head as we kissed again. I again told her, "Just try to relax.” She nodded and I took hold of my cock, rubbing it up and down her slit, gently worked my cock around her opening. I wanted this and I didn’t want her to hurt so I could fuck her and cum. Mariah seemed to be aroused too and squirmed as I gently tried to slightly pushing my cock in her tight little pussy. I had to be careful, because she had obviously never done this and she was so tight. I told her to relax as we kissed and I pushed my cock in a little at a time and then withdrew it. I was trying to gently work my cock in her, and it felt so good, and she was so tight. I gradually got my cock further and further in her, and whenever she gasped, I asked if she was okay. I kissed her, but I need to push my cock in further now, but I worried as to how she would react. We continued to kiss and I tried to reassure her by saying, “Relax,” as I continued moving my cock in and out, gradually pushing deeper into her tight little pussy. “Oh, it felt so good,” as I worked my cock almost all the way in her. As we continued to kiss, she started to squirm a little as I tried to move my cock in and out of her. I wanted to cum; she was so tight and I didn’t want her to make me stop, not now. I started to move my cock in and out of her slowly at first, but then faster and faster, careful not to hurt her. It felt so good and I was close to cumming, She was starting to make faces as I tried to kiss her, and when I told her how good it felt. Mariah started to moan faintly and pushing on me asked me to stop. Her body started to shudder as I slowed, eventually stopping. Mariah was out of breath as her body continued to quiver, she had obviously cum and was probably a little confused. I too was out of breath and as I stopped, asked, “Are you okay, does it feel good?” she was noticeably wetter as she nodded her head saying, “Yes, but I’m scared.” I kissed her and tried to reassure her that it would be okay and to not worry, and continued by saying, “I’m glad it feels good,” We smiled at one another and Mariah said, “It’s okay, I’m okay.” I asked, “Are you sure?” She again nodded her head and we kissed. I told her to relax as I again slowly put my cock into her pussy. I was still hard, but this time it slipped back in her easily. As I pushed deep into her, she gasped briefly and I asked if she was okay. She again nodded and we kissed as I slowly started to move my cock in and out of her. She was very wet but still tight and I didn’t want her to stop me this time. I went slow but eventually started thrusting deep and long into her pussy. She started to moan and squirm a little and it wasn’t long before I was close to cumming and kept thrusting in and out of her deeper and longer, wanting to cum. I was breathing hard now and needed to cum. I softly told Mariah, “I’m going to cum.” She didn’t understand and promptly asked, “What?!” I told her, “I’m going to cum.” Mariah started to squirm telling me it was hurting, but couldn’t stop now and as she struggled to push me off, I stopped and pushed my cock deep in her. My cock was jerking deep in her as I tried to hold her close and I think she could feel it too. Mariah tried to wiggle free but I held her close as my cock spewed cum deep in her tight little pussy. As I tried to move my cock in and out of her again she obviously felt cum inside her. She now forcefully pushed me off and told me to stop. I withdrew my cock from her pussy and immediately cum started to seep from her pussy. Mariah reached a hand down to her pussy, feeling cum trickling from her and asked, “What is this?” I leaned forwarded kissing her and said, “It felt so good baby, I came,” and as I sat up, she did too and cum now oozed from her pussy. I tried to reassure her that it would be okay, and as Mariah look down at my cock and saw that cum was dripping from me she realized what had happened and replied, “I don’t want to get pregnant.” I tried to hold her but she now stood and spreading her legs, she started fingering herself, in hopes of getting as much cum out as she could. Cum was visible dripping from her pussy onto the floor. She was in a panic and as I stood next to her rubbing her back trying to console her, I suggested that we take a shower. She walked in to the bathroom and told me she wanted to take one by herself. I went back to the bed and listened as she turned on the water, taking a shower. My cock was still semi-hard and as I squeezed it, cum still dribbled out. It did feel so good and I wanted her to know everything would be okay. The water soon turned off and it wasn’t long before Mariah returned to the bedroom wrapped in a towel.  She was visible shaken as she came over and sat next to me. I asked if she was doing okay and she nodded her head. I then asked, “Do you want me to take you home?” There was a slight pause before she shock her head and said, “No.” I gave her a hug and kissed her on the head. We sat there embracing each other for a short while, and then I tried to tell her that everything would be okay. She started to relax a little and I asked if she wanted to get into bed? She nodded and we both moved to get into bed together. I pulled the blanket and sheets back so she could get in easier. She got in still wearing the towel and moved toward the center as I got in beside her. We held each other again, kissing and feeling on each other for a little bit, but eventually we fell asleep in each other’s arms. I soon woke up needing to pee and when I returned, Mariah was awake too and asked where I went. I told her I just needed to pee and she watched as I returned to bed. Mariah groped from my cock in the dark as I lay next to her. We kissed and I said, “I’m glad you’re doing okay.” She nodded and as we kissed I tried to grind my cock against her leg as she fondled it. We messed around for a little while but eventually fell asleep again. When we woke up it was getting late and Mariah needed to be home. We got dressed, left and got something to eat, and I dropped her off down the street from her house. We kissed and Mariah told me thanks and that she had a great time. I acknowledge her and she got out closing the door. As I left and went home, I worried if she was going to be pregnant, but I never heard from her and never had the opportunity to be with her again. She did visit the school a few other times, but we never did hook up again. I have continued to fantasize about her and remember the time we spent together.