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One month later...

"Aren't you ready yet?" Jason yelled up the stairs. "I'd like not to be late to this thing!"

"I'm coming, I'm coming" his mom yelled back down. "I just had to finish my hair."

Jason sighed, and continued pacing at the bottom of the stairs. The dance was a semi-formal affair at best, and no one was expected to pull out all the stops in their clothing. With that in mind, Jason had dressed in a pair of tan pants, and a white dress shirt. The clothes looked good on his six foot frame, but having a charming face on a fairly toned body made most things he wore look good.

Jason took a step into the other room where his father was watching TV. His father just looked at him and rolled his eyes at his mother's tardiness. "What else is new, eh son?" he said as he turned back to the TV. Just then Jason heard his mother walking down the stairs. "Alright dad, I think we're finally outta here, seeya later." With that Jason headed back to the stairs.

As he stood at the bottom, he looked up the stairs. Up until this moment he had known his mother was pretty hot (his friends constantly joked about her to him), but he had never thought of her as sexy. Now he did. His mothers 38 year old body was fit and trim. Standing about five-foot-sex, she had chosen to wear a black dress, with slits on the sides of the legs. It fell to just above her knees, and at the top went up almost to her neck. Although there wasn't any cleavage showing, there didn't need to be, as the dress was fairly tight around her 32D boobs. Her shoulder length hair was tied back in a loose braid, and her cute face was framed by two pearl earrings.

As Jason stood there in a slight daze suddenly realizing how hot his mother was, it wasn't until she said "Earth to Jason, are you still here?" that he snapped out of it.

"Uh, yes I am, and I am ready to go." He motioned towards the door and as she went he couldn't resist taking a glance at her firm ass as she walked to the door. Shaking his head to clear his mind of his thoughts, he followed her outside and got into the car.

 

 

---

As he and his mother walked into the school and headed for the dance area, which was just the school gymnasium, he saw a few of his friends nearby, all with their parents. Tony, Tim and Pablo were all there with their mothers, while Amber and Sarah were there with their fathers. As he greeted them, he couldn't help but notice that all the women, yound and old, were looking very good. His eyes were especially drawn to Pablo's mother, who had on a white dress that let her 36dd breasts spill out over the top. As he glanced up at her face he saw that she had seen him looking which made him blush and look away.

 

As a group they moved towards the dance. Along the way Tony moved over to walk next to Jason. In a low voice he said "guess what happened to Clyde... his mother got some kind of food poisoning during the day, and isn't feeling well enough to come. Instead, she talked him into bringing his little sister!" "Man poor Clyde" replied Jason. "His loss is our gain though... his sister is quite the little hottie."

As they got the gym entrance Jason finally saw Cindy and her father. Whispering in his moms ear that he'd be right back, he quickly strode over to Cindy. As he reached her, he stepped up to her and gave her a hug, and put his mouth up to her ear, and she put hers to his. "Hey babe" he whispered to her "I hope you've got something extra special planned as you've been hinting, because I am really horny tonight." With a soft reply "Oh, you best believe it Jay, in about a 1/2 hour I want you to make your way to the guys locker room." With that quick exchange, she gave his ear a quick little nibble and went back to her father.

As he walked back to his mother, he once again appraised his mother. Already his dick was half hard from his exchange with Cindy, and he wondered if he would be able to use the dance to get his mother a little excited as well. Jason enjoyed challenges, and trying to arouse his mother without making it seem intentional would not exactly be easy.

After waiting just a few more minutes, the class president went up to the DJ stand and picked up the mic. "Just want to make this quick everyone" he said. "This night is intended as a way for our parents to see us one last time in a setting such as this before we graduate. So, just have fun with it everyone. Next time we're all together like this it'll be after we have our diplomas!" That drew a cheer from everyone, and with that he stepped down and the DJ put on a slow dance.

Jason led his mother onto the dance floor, which was filling up quickly. As the two of them began to dance, Jason led them. Slowly, he worked his way around the edge of the dance floor, towards the back, where it seemed some of the lighting wasn't working very well. As they got closer to the dark area, the DJ played a few more songs, then went back to another slow one.

"Jason I love this song!" his mother exclaimed. Jason just smiled and nodded his agreement. He drew his mother closer to himself, close enough that her breasts were just lightly touching his chest. As the song continued, he made sure to move his body across the front of her breasts. His mother wasn't really paying attention, lost in her memories of the song that was playing. As Jason continued his movements, he moved them even further into the shadowed area. In this area no one else was really dancing due to the lack of light.

As he got them into position, he began to notice that her nipples were pushing out against her dress. Carefully, he continued to rub his body against her nipples, knowing that if he gave them some attention his mother would become aroused.

Sandra, his mother, at that point began to feel slight tingles, and although it was very pleasent, she stopped thinking about the song and paid attention to her son again. She could feel his hard chest brushing against her nipples, and it was a slight thrill everytime he did it. Knowing that he was doing it accidently, she was enjoying it just enough to not move away. They continued in this manner for a few more minutes, until the end of the song. By the end of the song her nipples had become very sensitive, and her pussy was ever so slightly starting to get wet, and she was sad to step back.

As the DJ started his next track, it was a faster song, and she was dissapointed that he wouldn't be able to hold her close for the song again. Not completely paying attention, still focused on her own feelings, she missed him calling her the first time. "Mom" he said again, giving her a slight shake. "Oh sorry Jason, what is it?" she replied with a smile. "Have you been dancing recently mom?" he asked. She blinked at his strange question, then replied "no, not really." "Well mom, I think you should learn to dance like we do!" Sandra thought well I may as well have some fun, how different can dancing be than what I'm used to. "Sure" she replied.

By then Jason had noticed his attention to her tits had gotten a reaction out of her, and figured to move on to the next step. At that point, he turned her around and took a couple steps closer to her, so that his body was nearly pushed up against her from behind. As the song picked up the tempo a little bit, he said "this is a very popular method of dancing known as 'grinding', and its very instinctive to pick up on, just go with what feels right". With that he closed the remaining few inches between their bodies and put his arms around her stomach. He could feel her tight ass against him, and he began to move his hips in time to the beat of the song.

At first his mother didn't know how to react, in fact, was a bit shocked at what he was doing. But, she figured if it was popular, and this was a mother AND son dance, she should learn how he danced. She felt his hands around her stomach, holding her tight against him, and felt his hips moving against her from behind, so she started to do the same. Moving herself in time to the song, she began to push back against Jason. She felt excited at this dirty dancing, and her feelings from a couple minutes before returned full force. The fact that they were semi secluded in the darkness made her feel even hotter.

As she continued to push her ass back into him, she picked up the pace a little more. Jason grinned, and slowly moved his hands up to under her boobs. Very lightly he began to rub the underside of her breasts, always in time to the music. As his mother continued her grind against him, he could feel himself begin to stiffen in his pants. It was then that he heard his mother moan slightly.

As Jasons hands continued to massage the bottom of her breasts, she felt him pressed up against her ass even closer than before. As his hands pressed her boobs, the combination of his pushging against her ass and his breast manipulation caused her to let out a soft moan. It was then that she felt an erection begin to grow against her ass. She gasped, but at this point was enjoying the dance to much to push away from him. Instead, she began to grind her ass up and down against him.

Jason knew he'd succeeded, and he was enjoying every second of it. As his mother continued to slide her ass up and down his cock, he moved his hands farther up and cupped her boobs with his hand. He began to play with her nipples, and his mother didn't say anything, she just continued to moan and gasp every few seconds. Releasing his left hand, he dropped it down to the bottom of her dress. Very fast, he pulled the hem of her dress up over her ass, and began to grind his cock against her black panties. He reached around in front of her and began to feel her pussy through her panties, and could feel that they were very wet. It was then that the song was about to end, so he began to slow the dance down, and removed his hands from her boobs, and whispered in her ear "thats what grinding is all about mom."

At the end of the song, he figured it was about time to go see Cindy, so he murmered to her "I have to go to the bathroom, I'll be right back." Without ever letting her turn around to see him, he took off for the locker room.

 

 

---

When he got to the locker room and went in, he saw Cindy sitting there waiting for him. As he looked at her in her dark blue dress, he couldn't wait to get her out of it and satisfy himself. After what he just did with his mother he needed some release, badly. She looked at him with a mischevious smile. "So is this the place?" Jason asked. "Of course not, this is boring, I have someplace far better in mind." She stood up and walked over to him. Jason saw her look at his erection. "Wow you really are excited aren't you, I hate to keep you waiting" she grinned as she grabbed his hand and walked to the locker room exit.

 

She led them down the darkened hallway, and then she motioned toward a nearby doors. The doors to the pool. With a wink, she pushed them open and pulled him in after her. It was dark in the pool area, with just the light from the hallway outside to show them where they were going. As they walked the 100 feet to the pool area, Cindy began to work her way out of her dress. As Jason began to remove his shoes and socks, she suddenly stopped and told him to wait. With him looking at her, she pulled her other arm out of the strap and let it fall to the floor. "Oh god Cindy, did you really not wear any underwear!" Jason exclaimed. "Nope" she replied with a wink. "Now lets start things off right" she said.

Stepping forward, she looked Jason in the eyes, then dropped to her knees before him. Jason couldn't help but drool over her cheerleader physique, with her wonderful 24C sized boobs, her slender stomach and waste, and her dirty blonde hair. She began to take off his belt, and once removed, unzipped his pants and let them fall to the floor. At this point his cock was near full size, and straining to get out of his underwear. Slowly, she removed his underwear, and let it slip to the ground.

With Jason's ten inch dick now almost totally hard and free of its bonds, Cindy moved one of her hands to his balls, and the other to his cock. Almost daintily, she opened her mount and slipped it over the head of his penis. She began to lick the tip of the cock, and started playing with his balls with one hand while stroking it with the other. As she lubed his dick up more with her spit, she slid it further into her mouth. "Oh shit Cin, with how excited I've been I'm not gonna last long like this." At that, she began to bob her head on his dick, and began to stroke his dick very fast. His cock was to big for her to fit more than four or five inches in, but that was plenty. Very soon, She felt him begin to tense up. Knowing what was coming, she left just the head inside her mouth, and began to stroke it with her tongue quite fast, while her handjob became after.

With a moan, he let loose a torrent of semen, to which she attempted to swallow as much as she could. Some of it escaped her mouth and slowly slid down her chin. After four or five heavy spurts of cum she felt him relax, and let go his dick from her mouth. She looked up at him and using a finger, scooped up the cum that had escaped and licked it off. "You are such a dirty girl" Jason said down to her. "Don't you forget" she said as she stood up. She unbuttoned his shirt and let threw it to the side. "Lets get to the main event!" With a wicked smile she pulled him towards the pool.

 

---

 TBC

aiting for Bill she couldn't help but let a few lustful ideas cross her mind. Giving Bill a sloppy blowjob, trying to take in as much of his dick as she could... giving him the first titty fuck of his young life... and of course getting reamed by his magnificent cock...

She considered what she had worn that day... on top she had her normal nurse uniform on, a long sleeve blouse and a modest skirt. Underneat however she had worn her underwear that drove men wild - her half-cup black bra, which barely covered her nipples and showed plenty of cleavage, and her black lace panties, more of a g-string than an actual panty. The sheer material of the underwear coupled with the fantasies she had been entertaining all day kept her in a state of arousal, a feeling that she loved. Finally the second bell rang which meant third period was starting, and she knew Bill would be there soon.

Heading from her desk back to her exam room, she made a few final preperations. The exam bed itself she lowered, and put the back up so that it would be at an almost 45 degree angle. From a drawer, she removed a couple varieties of lube, and set them on a small table next to the bed. Finally, she pulled a stool over to the exam table. Heading back out towards her desk she heard the door opening, and Bill stepped through.

In a sultry voice she greeted him "welcome back Bill" and ended it with a wink. Although Bill was clearly still embarrassed by the events of the previous day, he was still able to smile at her and say hi. "Head on back and sit down on the table again" she told Bill. With just a little stutter in his step, he walked past her into the back room. As she went forward to lock the door she couldn't help but lick her lips in anticipation.

Walking into the exam room herself, she saw that Bill was already seated on the exam room. "Do you need me to masturbate again Ms. Thompson" he asked her in a hopeful tone. Chuckling, she replied "No, today Bill we are moving on to other matters of sex." With that statement a bit of a blush returned to his cheeks, a sight she had expected. Stammering slightly, he asked "what other 'matters of sex' did you want to talk about Ms Thompson?"

"You have it all wrong, Bill" Kendra said. "It isn't just talking, today we are going to practice different... techniques" she ended with a sly wink. Noticing that he might be about to be too nervous to continue, she took a step in front of him and placed a hand against his chest to keep him in place. "Now, I'd like you to remove all your clothes and sit back down on the table."

Stepping back from him and allowing him to stand, she stood about a foot away, not giving him much room to disrobe. Slowly he pulled off his shirt and took off his pants, then he looked at her. When Kendra just nodded to him, he slowly and shyly removed boxers. Just site of his penis was enough to start Kendra's heart racing. "Really, Bill" she said "you shouldn't be so embarrased about showing that to women. Girls like a confident man, and a confident man with a penis like yours is even better." Flustered, he asked her why. Looking into his eyes, she replied "because, Bill, women like big dicks, and you have a very nice dick."

Taken aback by her response, he sat back down on the edge of the table. "First things first Bill" Kendra said. "To begin with, today we'll start with a blowjob, so just sit back and relax." She noticed today that he obviously wasn't as nervous as yesterday - already his cock was starting to harden. Taking a small step forward, she knelt in front of Bill. With the bed lowered as far as it could go, his cock was right in front of her face. Looking up at him, she reached forward with her hand and encircled the base of his dick with her hand, slowly stroking it. In just a few moments of her gentle stroking his cock was hard as a rail and at its full length of about 9 inches.

With his cock in front of her like this, she could tell that she wouldn't be able to get much of it in her mouth. From her continued stroking, there was already a small glistening of precum leaking out. Gazing back at Bill, Kendra leaned forward and licked just the end of his cock, licking off the precum and causing Bill's whole body to shudder. Several times she repeated the process of licking the head of his cock, each time causing him to shudder slightly. After a couple more licks she stopped her stroking and moved her hand up to hold the tip of his cock. Slowly, she dragged her tongue along the underside of his penis, and upon reaching the base she felt his short, soft hair gently brushing her chin. As she held his dick, she slowly rubbed his head, and licked back up from shaft to tip.

At this point Bill's eyes were closed and his breathing had begun to speed up. Resuming the stroking of his cock, she opened her mouth wide and placed her moist mouth over the head. Barely able to close her mouth, she loved the feeling of such a giant dick against her tongue. With a slight sucking sound, she pushed forward down the length of his shaft. Try as she might, she couldn't fit anymore than half his dick in her mouth before starting to gag slightly. She pulled her head back, moving her tongue against the underside of his dick as she did so. With just the very end of the head still in her mouth, she once again pushed herself back down the shaft. Again, she sucked as much in as she could, and her pussy juices began to flow, absolutely loving the amount of meat in her mouth.

Still stroking the lower end of his dick, she began to bob her head faster on the top. After just a few seconds of this treatment she felt him tensing beneath her hand, and she knew that he would be cumming, and soon. Determined to swallow it all, she stopped the bobbing motion and instead left most of the head in her mouth, assaulting it with her tongue, while stroking his dick with her hand as fast as she could. Reaching up with her other hand she gently tightened it on his balls, knowing it would make the sensation that much more intense. Hearing him begin to pant loudly, she prepared to drink every last drop. In just a few more seconds her salty reward was given to her, as Bill groaned loudly and a blast of hot cum shot against the back of her throat. Continuing to pump his dick, she frantically swallowed spurt after spurt of cum. After what seemed like minutes but was just 10 seconds, he dribbled the last of his semen into her mouth.

Kendra was still slowly stroking his dick, and had not been able to swallow nearly enough as he had released it into her. Cum had overflowed out of her mouth and started to drip down her chin, and there was a small pool still sitting in her mouth. Not wanting to take it out of her mouth, she slowly removed his dick from her mouth, causing some more cum to drip down her face. Swallowing again, nearly clearing her mouth, she took her hands from his cock and began to clean up the cum dripping down her face and popping it back in her mouth to finish the treat.

"Jesus... Ms. Thompson..." Bill grunted out "that was amazing." He looked down at her then, with his cock mere inches from her face, watching her lick her fingers. "You are so hot" he continued, trying to catch his breath. She just winked at him. "Can... can you do that again?" he asked.

Kendra was once again amazed that even after that, this monster cock in front of her was still hard and still ready for more.

 

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With a mischievous look in her eyes, Kendra stood up in front of Bill. Absently, she began to stroke his cock and said "well Bill, as much as I loved giving you a blowjob, I think its time that you did something for me." Stopping the slow stroke - to Bill's obvious disappointment - she continued "A minute ago you said I was 'hot', and that was before I even had my clothes off. What do you say I get naked for you" she finished with a wink. Very softly she heard him stammer out that he would like that. SHaking her head she said "Bill you need to be more in control, don't just whisper it to me, tell it to my face. Hearing that from a guy gets a girl even more hot and bothered."

Clearing his throat, Bill told Kendra "Ms. Thompson, I'd like you to take off your clothes." Giggling, Kendra began to comply. As she began to unbutton her blouse, she chimed in with one last statement. "You really have to start calling me Kendra, Ms. Thompson makes me feel old." Smiling at her, he said "Okay, Kendra."

With her blouse completely unbuttoned, Kendra began to shrug out of it. "If you see anything you like let me know" she told Bill. At that, she let the shirt fall from her shoulders, revealing her lacy black bra, barely containing her perfect breasts. One nipple was already poking out of the bra, hard as a diamond. The other was straining against the fabric, showing that it too was rock hard. Looking at Bill's face she saw his jaw had dropped, and he could do nothing but stare at her boobs. Teasingly she asked him "So, you like what you see?" Almost shouting it out he replied "Kendra your tits are great!" Realizing what he had blurted out his face reddened, to which Kendra just laughed. "They feel even better than they look" she told him.

Stepping forward so that they were just a couple inches apart, she picked up his hands and placed them on her boobs. The feeling of his hands cupping her breasts was enough to start her heart racing and get her panties wet. Without needing further instruction, Bill slowly began to fondle her breasts. Squeezing them gently, he slowly moved his hands around her boobs. With a low moan, she breathed "you're a fast learner, Bill." When his right hand brushed against her exposed nipple, she shuddered slightly. Noticing this, Bill put his thumb on her tit and slowly rubbed it back and forth, then circled it slowly. Looking at Kendra, he saw her eyes were half closed, and her breathing had quickened. After a few seconds of caressing her nipple with his right hand, he slipped his left inside her bra and began rub that nipple as well.

At this double assault, Kendra let out a loud moan, and reached down into her panties and began to rub herself. Amazed at how wet she already was, she let out a sudden gasp and an even louder moan as she felt him pinch both her nipples at the same time. Breathing heavily, she knew that she would og insane if she didn't get his giant cock in her, and soon. About to reach up and push his hands away, she saw Bill look away from her boobs and up to her face, then suddenly he leaned in and began to lick her tit. With that quick lick she groaned again, and felt him encircle the nipple with his mouth and suck it in. Inside his mouth she felt his tongue licking her tit, circling one way and then the other. With his left hand he pulled her bra down, and switched his attention to her other boob. Again, he sucked her tit into his mouth, except this time he didn't just lick her nipple, he began to tease it ever so lightly with his teeth. As he did this he pinched her other nipple again.

With this going on Kendra began to breathe in short gasps, letting out a little moan with every gasp. Her panties were starting to get soaked, and she could barely stand. As Bill released her nipple from his mouth, she took the chance to take a quick step back, almost collapsing as she did so. Disappointment showed in Bill's eyes so she quickly reassured him "Normally I'd let you continue this Bill, but at this point I need one thing from you." With a lingering gasp, she told him "Bill I need you to fuck me, and good!" Gulping, he replied "I'm still a virgin... I'm not quite sure what I should do if thats what you want..." he finished, ashamed. Stepping forward again, she leaned to him and whispered in his ear "don't worry, I'm sure you'll figure it out easily enough. Its really as easy as I'm sure you've heard it is... You take your dick, you put it in my pussy and you pound me till I cum." Taken aback at her direct words he pulled his head back to say something. Before he could continue Kendra leaned forward and gave him a kiss, accompanied by low moan from deep in her throat. Quickly he began to kiss her back. With a gasp she pulled herself away from the kiss.

Taking his hand, she pulled him up from the table, and pulled him to stand behind her. Reaching down, she raised the table a couple inches. Turning around, she looked him in the eye, and at his still rock hard dick. At the sight of his penis pointed straight at her, she quickly unhooked her bra and tossed it aside, then removed her skirt and panties and threw them as well. Finally they were both naked, and Kendra could barely contain her excitement. Hopping up onto the table, she sat on the edge of it with her legs spread open. Watching Bill stare at her wet pussy caused her to bring a hand to her stomach, which she slowly slid down. As she approached her pussy she felt the almost completely smooth skin beneath her finger, having shaved totally for this occasion. Lightly, she began to tease her pussy lips, and putting just the tip of her finger inside herself. Motioning Bill forward, he stepped up until his cock was resting against her leg. Breathlessly, Kendra told him "Just slide the head in at first Bill, and give me a second to prepare myself after you do so."

Leaning back so that her back was against the tilted exam table, she reached down with both her hands and spread her lips open. Carefully, Bill grasped his dick behind its head and positioned it directly in front of her hole, then just as instructed, slowly pushed it inside. As he did so he let forth a deep groaning sound, and stopped with his cock just a couple inches inside of her. Kendra was in heaven, the feeling of her vagina being stretched was incredible. Now came the best part. "Bill, I want you to slowly push your cock the rest of the way inside me, until you can't push any further." Not needing to be told twice, he began to push his dick in, inch by agonizing inch. As more of his dick disappeared inside her, Kendra let out quick whimpers of delight, until finally she felt her pussy stuffed so full the pleasure was almost painful. Finally she felt him stop moving in her, and it felt like her pussy was at its limit. She saw that all but the very base of his cock was in her, and the feeling of being stretched to the breaking point was incredibly intense. Letting out one continuous moan, she was able to say "don't just leave it there, this is the part where you pound me. Start slow but speed it up quick!"

At that, he began to remove his dick from within her, and as he pulled out the emptiness was maddening. As he pulled his cock out until just the tip was in her, he again sent it back in. Slowly, for a couple strokes, he pumped in and out of her pussy. Before long, however, he began to let his youth show, and it was exactly what she had hoped for. Still leaning back on the table, she lifted her legs up to his shoulders, and instinctively he wrapped his arms around them and held on. As his speed increased, she could already feel the beginnings of an orgasm building within her. Breathing heavily he continued to increase the speed of his assault. At each thrust forward Kendra let out a short squeak, and he let out a slight grunt. Beginning to move even faster, Kendra felt her orgasm approaching. Pounding her as hard as he was began to cause her breasts to sway, and she saw he couldn't take his eyes off them. Reaching up with both hands she began to play with her breasts and nipples.

Soon the exam room was an almost nonstop sound of squeals and grunts. Almost about to cum, and knowing it would make her orgasm that much more intense, Kendra began to squeeze her nipples tightly. Her eyes, were screwed shut, the tip of her tongue sticking out of her mouth, and her body had begun to sweat. Bill with his continued pounding of her was amazed at the sensation of her pussy barely giving way for his cock as he shoved forward, and almost sucking it back in as he pulled back out. Sweating profusely, the sound of his balls spanking against her ass took on a wet slapping sound.

Kendra could take no more. Letting out a loud, long, moan, her entire body convulsed violently. Cum exploded out past Bill's cock, and immediately began dripping down her ass, his legs, and the table. Seemingly oblivious to her orgasm, Bill continued his full scale pounding, causing several aftershocks to ripple through her pussy. With each thrust, she let out a soft "oh, fuck. Oh, fuck. Oh, fuck." This was always accomponied from a grunt from Bill. As Kendra came, Bill felt her pussy tighten on his cock more than before, which caused him to renew his pace.

The amazingly tight feeling of her pussy soon proved to be to much for Bill. With one final push and an even louder grunt, he buried himself as deep as he could in her pussy, and felt himself erupt within her. As he came he gave a few more small thrusts, causing her pussy to fill with his cum. Each small ush forced a little more cum out, and after four or five seconds her pussy could hold no more, and small bits of cum began to leak out past his cock. Slowly, and with a wet sucking sound, he pulled himself out of her. Stumbling back a few steps, he sat down on a stool. As usual, his cock was still rock hard, and was pointed straight back at Kendra. Both his cum and her juices were beginning to slide down his dick, making it glisten. Kendra, meanwhile, was still leaning back on the table, legs spread wide, cum and pussy juice leaking out of pussy, dribbling down her ass crack and onto the table.

As both of them continued to breathe heavily, she couldn't help butalerady miss the feeling of his monster cock inside of her. Slightly gasping she opened her eyes and looked at Bill, and said to him "You mentioned you thought of your mother while you masturbated. I think I've come up with a way to take it beyond just masturbation. However, it will take several more fuck sessions before you're ready." Seeing as he had gone very still, she thought that perhaps she had gone over the line. When he looked at her and said alright, she was instantly aroused again. Raising her finger, she beckoned him back over.

 

(To Be Continued)

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)