se two encounters brought a slight smile to her face. She relaxed in her chair and became absorbed in the memories. So absorbed, in fact, that the knock at the door startled her back to alertness.

As the door opened she that it had been opened by the Vice Principal, Mr. Troyer. As he walked into her office he gave her his usual sly glance, checking her out. Kendra didn't let this bother her, she knew that he looked at just about every woman with that lecherous look in his eye. He greeted her with a hello, then stood to the side, holding the door open for two people behind him. Passing through after him were two people, a mother and her son guessed Kendra.

"This is Bill" Mr. Troyer said, gesturing at the boy "and this is his mother Sarah." he finished, gesturing to the woman. "Pleased to meet you both, I'm Kendra Thompson" Kendra replied with a smile. As she stood up to greet them she allowed herself a long look at both mother and son. Bill was your typical teenager, slightly lanky and tall but with a slightly boyish face still. The mother, to put it simply however, was beautiful. Slightly shorter than Kendara's own five-foot-ten, She had shoulder length black hair, a well featured face, and an incredible body. Although she had a blouse and skirt on that were not meant to be sexy, her lithe frame featured around 32D boobs and a very hot looking ass. Taken aback for a moment by how sexy she was, she nonetheless cleared her thoughts and shook both of their hands.

"What is it I can do for you two today?" she asked. VP Troyer responded "Bill here is a new student transferring to our district, and as he never received a physical at his previous school, you will need to do one for him here." The mother piped in "normally we'd have our family doctor give him his physical, but we haven't found one since we moved here." "I understand" said Kendra. "If you'd like, I have nothing else going on right now, and we could get it out of the way right now."

"Oh thank you Ms. Thompson" Sara remarked. "I was hoping you'd have time!" As expected, Bill responded with a slight sigh, and resigned to the task, he asked "Should I go in the back room Ms. Thompson?" "Please" she answered "just go back there and close the curtain behind you." With that, Bill went around her and stepped into the exam room, shutting the curtain behind him. With one last, longing look at Sara, Kendra turned around and headed to Bill. "This should only take a few minutes if you'd like to take a seat, Sara!" Once again Sara replied "Thank you!"

Kendra pushed the curtain aside so that she could step through, and once in the exam room she saw Bill was sitting on a stool. Moving to sit on a stool near his, she pulled a clipboard off the shelf and asked him a few questions - age, birthday, any known conditions, any injuries, and other exam related questsions. "Oh, you're only 14!" Kendra exclaimed, "You looked to be at least 16." At his words a slight reddening came to his cheeks. "I get that fairly often" he said.

With the questions out of the way, she removed a stethoscope from a nearby shelf. She asked him to take off his shirt and stand up. With a short hesitation, he did so, and put his shirt on the examination table. Kendra noticed his hesitation, and thought to herself that it was cute to see someone embarrased around her. Looking at him, she noticed that his chest was just starting to develop some light hair, and a faint six-pack was visible. Putting her stethoscope on, she had him breath for her. After that, she had him get on the scales so she could weigh and check his height.

Finally she said "just one more test, and its the one everyone hates. I'd like you to remove your shorts so I can give you the 'cough' test." Although she pretended not to notice, she noticed he was blushing intensely from having to do this part. Reluctantly, he stepped off the scale, and pulled down his shorts, revealing black boxers with a slight bulge in them. Thinking to herself that he must be embarrased that he had a hard on, as she stepped over to him Kendra said "if you want you can close your eyes for this part, I know it might be a little embarrasing." Gratefully, he quickly shut his eyes. "Ok, Bill, when I ask you to cough, turn your head and give me a good cough, so I can check for hernias." When he muttered ok and nodded to her, she brought her hands to the waistband of his boxers, and pulled the band away from his body.

It was at that point that Kendra stopped seeing this physical as just another physical, because when she pulled his boxers out and reached in to give him his test, she stopped, motionless. The "hard on" that she thought he had had, was not erect at all. Laying in front of her, large enough to press against his boxers and look like a hard on, was a six inch dick, completely soft. Glancing at Bill's face, she saw his eyes were closed and his cheeks still red. Looking back down at his penis, she couldn't help but moisten her lips at the sight in front of her. As much as she yearned to at this very moment strip the boxers off and ride him madly, she knew two things would prevent her. One, the obvious fact that his mother was waiting for him in the other room, and would certainly overhear the "exam". Two, Bill himself was obviously embarrased by everything he was doing, and likely wouldn't submit to her treatment without a protest, thus drawing more attention.

Shaking her head, she decided that she would just have to get him back to her office for some other reason, where she could "work" on him in considerably more privacy. Sighing, she couldn't resist lightly curving her hand around his cock on her way to get him to cough. Slowly and faintly, her hand slid along it. As she put her fingers in position she was rewarded for her efforts with a slight stiffening of his member. Nearly salivating, she could tell it would be a very nice size when fully erect.

"Cough now please" she said, and with that he gratefully turned his head to the side and let out a large cough. Sadly, she pulled her hand from within his boxers and told him "Alright, everything seems to be in order, go ahead and get dressed." Bill practically ran to put his boxers and shirt on. As he was doing so, she asked him to stop by her office on his first day of school, as she had a couple forms for him to fill out. Fully clothed, his blush finally fading, he told her "Ok Nurse Thompson, you can see me then." Turning around, Kendra pulled the curtain aside, and the two of them walked back to his mother.

"Your son checks out just fine, Sara" Kendra said. Does he ever she thought to herself. As Sara stood up, Kendra was again taken aback by how pretty she was. "I'm glad to hear that" she said with a beaming smile to Kendra. Heading towards the door, they said their goodbyes, and Kendra noticed with a smirk that VP Troyer was also checking out the hot mom. Closing the door behind them, Kendra once again went back to her desk. This time as she sat down, her thoughts were filled with both son and mother, and a smile once again crossed her face.

 

 

A couple days later at the start of the day, Bill showed up to Kendra's office.

"I want to give you some time to get adjusted to your new schedule" she said "so lets wait three days till I have you come down." When he nodded at her, she said "how does third period in three days sound?" Again he just nodded, so she continued "Take this pass with you, and your teacher will let you come down here when you're supposed to." He replied "alright Ms. Kendra, I'll be here then." With a tentative smile, he gave her a small wave then went on his way.

Three more days Kendra thought.

 




As third period approached, Kendra considered her plan. Simple, yet effective, was what she was striving for. Considering that most students his age were being introduced to sex and the "sex talk", she would have him answer questions based on sexual activity. She knew it would embarrass him, but she also knew she could use that time as an excuse to create some sexual tension between them. If he didn't get flustered so easily she wouldn't have to go through this extra effort, Kendra thought with a pout.

As the third period bell rang, she knew that he would be there shortly. As she waited for him, she adjusted her appearance to be slightly more sensual - pulling up her skirt slightly, unbuttoning the top button on her blouse, and letting her hair down to frame her sexy face. With her C cup breasts, the unbuttoning gave a slight peek at the top of her well formed boobs.

Just a few seconds later came a knock on the door. "Come in" she said, as the door swung open. Standing there was her target, Bill. Dressed simply in jeans and a t-shirt, he closed the door behind himself. When he looked at her, she could tell that although he hid it well, he was slightly uncomfortable with her chosen look. "Hi Bill," Kendra said with a grin. "Just go on into the exam room again please, and we'll get these forms finished." With a bob of his head he went into the room. After he went in, she quickly stood up and locked the door before following him.

Once again he had taken a seat at the stool, except this time she had positioned the stools to be near a corner, opposite each other. The second stool was close to him - almost close enough for physical contact. As she grabbed her clipboard she remarked "this might be a little uncomfortable, but its for the safety of you and the school." Although he regarded her quizically, he didn't say anything as she sat down next to him. Holding the clipboard in front of her by her waist, she leaned back against the nearby wall, allowing the buttons on her shirt to open further. Pretending not to pay any attention to her shirt, she began "This questionnaire is about your sexual habits".

Immediately blushing, he avoided looking in her eyes. "Don't get embarrassed by any questions, as everyone gets asked the same thing." she said with a reassuring smile. "You ready?" she asked. "I guess so" he murmered back.

"To start with, have you taken any sex-ed classes yet?" Kendra inquired. "We had a small segment of our health class for it" he replied. Nodding, Kendra continued "what did you cover in the class?" Still embarrased, Bill went on "well, we covered... condom use... and other safe sex practices... we also covered some sexual habits... like... you know" he droned off with an even redder look on his face. "Yes?" Kendra said, leading him along. "Well, we also covered mas...masturbation" he stammered out. Waiting for him to look her in the eye, she told him "Masturbation is nothing to be ashamed of, it is more of a concern if you aren't masturbating" she said.

"I guess thats a good place to continue" she told Bill. "Remember, this is for your medical records, so answer me honestly Bill - do you masturbate?" Knowing the question would fluster him, she gave him a moment. When he finally replied, she couldn't hear it, he answered so soft. "Come again?" she replied. "Yes I do" he said in a more audible tone. With a quick thought, she imagined Bill sitting at home in his bed, laying back, stroking his large dick. "That is very good to hear, Bill!" Kendra said.

"Now these questions might be a bit harder, but answer them anyway" Kendra said. "When you are masturbating, do you often look at pornography?" He replied with a no. "Then, you are stimulated mostly through your own thoughts then?" she asked. When he nodded yes, she continued "what do some of your fantasies involve, Bill? Famous celebrities maybe? Or perhaps other students... maybe even some teachers?" Bill responded with a slight yes to all three. "You are answering these questions very well" Kendra said. "There is just one more thing I need you to do. I would like you to remove your jeans and boxers and masturbate until you ejaculate, so that I can make sure your semen is normal for a boy your age.

With a look of horror in his eyes, Bill looked at her and said "do I really have to? I've never done this in a physical before..." Kendra just looked at him and nodded her head. "I'll turn around while you do it, so that it makes it easier for you". With that, she spun her stool away from him. After a minute or so, she heard the sound of jeans being unzipped, and being slid down his legs. At this point she glanced at the mirror across the room, and sure enough, his jeans were puddled on the floor. He was still hesitating with his boxers (a light blue this week Kendra noticed) and hadn't eve noticed the mirror in the room. Finally, he sighed, and pushed his boxers down to the floor.

This was just the start of what Kendra had been waiting for. Looking longingly in the mirror, she admired his big dick. Sitting back on his stool, his soft cock laid against the inside of his thigh. She noticed his eyes were closed, as he slowly reached down to grab his dick. Watching him slowly stroke his cock in the mirror was almost more than Kendra could take. She reached one hand up and inside her blouse and bra, slowly rubbing her tit with her hand. Bill, still with his eyes closed, continued to stroke his flaccid penis. As a minute passed she noticed that he seemed frustrated, and was still soft. At that point she heard him say in a small voice "Ms Thompson, I can't do this here, I'm just to embarrassed." With a smile to herself, Kendra knew just what to do. She replied "Well Bill, you have to do this, maybe I have a method that can help." Knowing they were already closed, she said anyway "close your eyes, I'm turning around."

When she turned around she saw the wonderful specimen just a foot or so away from her. "Alright Bill, one method to get you to be able to masturbate is tactile contact" she said. "That means that it might help if I masturbated for you." With an audible gasp but never opening his eyes, Bill said "Does... does that mean you're gonna touch me... down there?" "Yes Bill, I will stroke your penis for you!" she replied. "Also, if you fantasize about someone while I'm doing it, it will be even easier. Just lay your head back and relax... are you ready?" When he nodded yes Kendra did everything in her power to restrain herself.

With Bill's eyes still closed, Kendra moved her and her stool a few inches closer to Bill. Reaching one of her hands out ever so daintily, she lightly laid her palm across the top of it. Expecting at least a small reaction from her contact, nothing happened. Smiling to herself, she figured she'd just have to take it a step further. She brought her hand back to her mouth, and licked her palm thoroughly. Returning her hand to his dick, she placed her hand over the giant head, and very slowly began to rub just the head, moistening it with her spit. Slowly, she wrapped her hand around the head, and began to rub back and forth with her fingers. As soon as she began this, she felt his cock begin to grow in her hands. Continuing to play with just the head of it, she reached down with her other hand and began to feel his mostly hairless sack, ever so slightly squeezing and playing with it.

As she continued this treatment, his cock began to get harder and longer. As she slowly slid her hand on his head down the shaft, she could hardly believe that she could barely get her hands around it! Stroking very slowly, she noticed that his cock had stopped growing. Amazed at it, she realized it was around nine inches long and somewhere around four inches in girth. She noticed that his eyes were still closed, but his breathing had sped up a little.

Dropping her hand from his balls, she brought it to her mouth again, and licked off his taste, and adding more spit to it. As she did this she knelt down in front of the boy and his cock, and once kneeling used her lubed up hand to transfer some more spit, this time to his shaft. Barely able to as she did so she began to stroke his cock, more urgently this time. She returned a hand to his balls and again began to massage them. As she stroked him, she moved her hand from the base to three quarters up the shaft. As she continued this motion, she sped it up a little more.

Before she couldn't handle it anymore she snatched her hand from his balls and reached down to her skirt. Pushing inside it and her panties she could feel how moist she already was. She quickly stuck a finger in her pussy, followed by a second shortly thereafter.  As she continued to stroke his dick, she began to finger herself faster and faster, getting herself wetter and wetter.

As her handjob continued, she began to notice him breathing faster, and even letting out a little groan of pleasure. At this point she wrapped her entire hand around his massive cock, and began to stroke him as fast as she could. Meanwhile, her assault on her pussy continued, and she could feel herself getting close to climax. Giving a handjob to a 14 year old was so incredibly taboo that it turned her on like nothing else had. Still fingering herself, she began to rub her clitoris. The combination of rubbing and fingering would soon put her over the edge. Wanting to cum at the same time as Bill, she slowed herself down a little, and began to stroke his dick faster still. Up and down the shaft, over and over, and soon she was rewarded and noticed a tensing of his cock and stomach, and began to push herself over the edge.

With an audible groan, Bill erupted. Strand after ropey strand of cum splashed out of his dick, and since Kendara had knelt before him it splattered all over her face, her hair, and her chest. The last bit of cum just stuck to the end of his dick, so she just slid her hand up, wrapped her hand over the head, and slid back down, using his cum to moisten his own dick. A couple seconds after she did so, she climaxed harder than she could ever remember. Feeling pussy juice flow down her fingers and onto her panties was an amazing sensation, and she continued to frig herself and came again, sending more juices down her legs and panties. Barely able to stay upright after this, she noticed that the cock in her hands was still rock hard.

Not saying anything, she once again began to stroke his dick, this time lubricated by his cum. The lubrication seemed to make the experience far better, for as she stroked the full length of his cock he twitched uncontrollably under the assault. Amazed that he didn't even go soft for a second, Kendra really began to jerk him off, faster than ever thanks to the lube. She was hoping she could get him to come again, and soon.

She was correct. Less than a minute after her renewed handjob, she could feel him begin to twitch again. Position herself directly in front of his cock, she pointed the end of it at her mouth and opened wide. With an even louder groan this time, he erupted again. So soon after his first cumming, it was more of a hot water than cum that she attempted to swallow. Even though it exploded in every direction, she was still able to get a fair amount in her mouth. Tasting it slightly, she swallowed it down.

Through it all Bill's eyes were still closed. However, he had a content look on his face now she noticed. Getting back into her stool, she wiped her face off as best she could with a nearby kleenex, and said "Was that enough to get you over your fear?" To which Bill replied in barely a whisper "Yea it was..." Handing him the box of tissues she told him to clean himself up and go back to main room.

As she walked to her front desk, her panties were soaked with her own juices, and she couldn't help but reach down and give herself a quick taste. Moaning lightly at the taste, she sat down. As Bill came to the front she told him "we will have to meet again to finish another form, lets do it at the same time tomorrow." As he nodded and headed for the door, he told her on the way out "When you told me to fantasize about someone, I remembered what you said before that about different people to fantasize about." As he went out the door he mentioned, quietly "what I didn't tell you was that my most popular fantasy involves... my mom."

As he shut the door and left her with that tidbit, Kendra was shocked.

And very turned on.

(continued soon)