MEMORIES

                 I see him walking down the hall towards me.  He has the
                 omnipresent camera case around his shoulder with the camera in
                 his hand as he catches my eyes.  His penetrating green eyes seem
                 to look deep into me and I feel a strange sensation inside me.

                 I cheerfully greet him with "hello Francis, how are you this
                 afternoon."

                 He looks at me sullenly and replies "hello Miss Waye how do you
                 think I am."

                 I frown slightly as I know the assignment I gave out today will
                 probably cause him to stay up most of the night to complete.

                 "Well Francis, I'll be looking forward to your presentation in
                 class tomorrow.  I'm sure you'll be prepared."

                 "Miss Waye, you know I don't understand algebra and besides,
                 photographers don't need algebra."

                 "Francis, everyone needs to understand algebra.  If you would
                 apply yourself to it one half as much as you do to pictures, you
                 would get straight A's."

                 "I don't know Miss Waye, I bet there are things that you don't
                 understand and don't want to either.  I just don't think I'll be
                 able to do this by tomorrow."

                 "Francis, would you like me to help you?  I'm not doing anything
                 this evening and I would be glad to spend some time getting you
                 started."

                 "OK Miss Waye." he sighed "What time and where?"

                 "Don't sound so resigned.  I'm sure once you begin to grasp the
                 fundamentals you may actually enjoy Algebra.  You can come to my
                 apartment at 143 So. Locust Apartment 609 after supper.  Say
                 about seven o'clock. Would that be all right?"

                 "Yes Miss Waye, I'll be there."

                 This is my first year as an Algebra teacher at the High school
                 even though I am in my early thirties.  I married after college
                 and divorced 8 years later after an unrewarding marriage.  I had
                 an unrewarding job as a secretary when I decided to return to
                 school to get my teaching credentials.  I'm determined to make
                 teaching a rewarding experience in spite of my past failures.  I
                 have not been satisfied with my past and feel that meeting the
                 challenge of Francis, a bright insightful student, although
                 misdirected, will be my first victory.

                 A knock on the door to the apartment wakes me from my thoughts
                 and I peer through the peep hole to see Francis standing outside
                 my door with his camera equipment and Algebra book.

                 "Come in Francis" I say as I open the door.  "Sit on the couch by
                 the coffee table and we can begin."  I sit on the chair to the
                 right of the couch so I could assist Francis with his work.  I
                 had not changed clothes and still wore my dress suit but I had
                 slipped off my shoes and I was now in my stocking feet.  As I
                 casually sit down I notice Francis glance at my legs then stare
                 at my stocking feet.

                 "I'm sorry Francis but I didn't have time to change and my feet
                 are killing me.  I hope you don't mind if I don't put my shoes
                 back on."

                 "No Miss Waye" he replies as he continues to stare at my feet.
                 "I think you have very nice legs and feet.  I never saw any girls
                 wearing pantyhose like that with the shaded parts at the toes and
                 heels before."

                 "To tell you a little secret Francis, I'm not wearing pantyhose.
                 I'm wearing stockings which I find more comfortable and cooler,
                 especially this time of the year."  I say as I feel a strange
                 stirring deep within me making me blush.

                 "Oh you mean like these" he says as he hands me a picture from
                 his camera bag.  A picture of a long legged shoeless model
                 standing with her skirt pulled up to her waist with her legs
                 spread open.  Her bright red painted toe nails show through the
                 reinforced toes of the sheer black nylon stockings she is wearing
                 which also have reinforced heels.  The dark shadow from her pubic
                 hair is visible through her sheer white panties along with the
                 outline from the lips of her cunt.  Her bright red lips display a
                 sensual smile as she stares directly into the camera lens.

                 The picture brings back a flood of stirrings from 15 years in the
                 past when I was a High school senior.  I recall an incident in
                 study hall where I sit facing the windows at a cafeteria table at
                 one end of the room.  During the study period, there is a small
                 commotion which results in a young good-looking green eyed blonde
                 boy being made to stand as punishment.  The teacher, Mr. Martin,
                 places the boy right in front of the table I am sitting at. He is
                 standing with his back to me looking out the window as I stare at
                 him.  He turns around and I look down quickly at my book hoping
                 he doesn't catch me.  I peek up from my book and see that,
                 although he has an open book in his hand, his eyes are looking
                 elsewhere.  I am wearing a loose skirt with stockings held up by
                 a garter belt and I slipped off my shoes for comfort.  I shift in
                 my chair while crossing my legs and I see his eyes follow my
                 movements and I realized he is staring under the table at my
                 legs.

                 I feel a strange thrill that this handsome boy is interested in
                 looking at me and I begin to experiment with small movements.  I
                 slide down further in the chair and he slouchs against the wall.
                 I slowly uncross my legs then cross them in the other direction
                 and his eyes remain glued to my legs and feet.  I again uncross
                 my legs and slide my feet back to cause my knees to elevate
                 slightly.  My skirt rides up about two inches above my knees and
                 all I have to do to allow him a glance up my skirt is to part my
                 knees.  I begin a rhythmic movement of slightly opening and
                 closing my knees and watch as his eyes become bigger while
                 staring at my movements.  I reach down with one hand and scratch
                 my thigh causing my skirt to rise to the bottom of dark band at
                 the top of my stockings.

                 I watch as his breathing became shorter and shorter until it is
                 almost in gasps.  I begin to feel a pleasurable warm wetness
                 between my legs that I never felt before.  I raise one knee
                 higher than the other and slowly allow my knees to separate until
                 they are about a foot apart knowing that I was giving him a full
                 view of my inner thighs and pink panties.

                 I notice a bulge in his pants which seems to throb and a faint
                 wet spot at the top of the bulge.  His hips are undulating back
                 and forth to a rhythm that was somehow familiar and I feel an
                 overwhelming urge to caress my vagina.

                 I slowly reach under the table with both my hands, place them on
                 the insides of my legs and began to move them slowly up towards
                 the warm moist center of my legs causing my skirt to ride higher
                 up my thighs.  As my hands pass over the top of my stockings the
                 boy is gaping at me with his mouth open and I stare at the bulge
                 that is visibly pulsating in his pants.  My skirt is up to my
                 crotch as my hands touch the edge of my pink panties.  I spread my
                 legs wide and brazenly rub my cunt through the damp crotch of my
                 pink panties to alleviate this uncontrollable desire I feel.

                 Suddenly my body begins to jerk and I let a gasp escape my lips
                 as I feel myself sink down into what feels like a warm pool.  I
                 look up at the boy as he grabs the front of his pants and jerks
                 about as the wet spot rapidly grows.

                 Right then Mr. Martin arrives, gapes at my raised skirt, blushes
                 intensely, then grabs the boy and takes him from the room.  I am
                 embarrassed but realized that only the boy and Mr. Martin see the
                 condition I am in.

                 Shortly after that I receive a note from Mr. Martin directing me
                 to report to him, in his office, after last period.  All during
                 the rest of the school day I shiver in fear at what is going to
                 happen but I know I better be there when he wants me.

                 "Come in" he says sternly when I knock at his office door and I
                 walk nervously into the room.  He points to a chair on the other
                 side of his desk and says "close the door and sit down here."
                 Apprehensively I sit down as he demands, "DaChe, why were you and
                 that boy exposing yourselves at study hall today?"

                 "I-I-I don't know" I stammer.

                 "Do you know what happened to that boy when you showed him your
                 panties?"

                 I was almost in tears as I reply "No, not really."

                 "Well, I guess you know your parents will have to be notified
                 about this incident" he states matter of factly, as he gazes off
                 to one side.

                 "Oh please Mr. Martin, please don't tell my parents." I plead, "I
                 promise it will never happen again.  Oh please don't tell them."

                 I notice a slight grin on his face as he says "Well maybe there
                 is a way that we can teach you a lesson and not have to bother
                 your parents with this.  If I do this favor for you, you must
                 promise you won't expose yourself in study hall again, and I will
                 show you what happened to the boy.  Also, you must do whatever I
                 tell you and, since I won't tell what happened today, you must
                 promise not to tell."

                 "Oh yes Mr. Martin, I promise and I will do whatever you want."

                 "I want you to go over and lock the office door then come over to
                 my side of the desk."  I do what he asks and stand stiffly
                 alongside his chair.

                 "Lift up your skirt" he commands and when I hesitate, "DaChe, if
                 your not going to cooperate then I guess I'll just have to call
                 your parents" he states as he picks up the telephone receiver
                 from the desk.

                 I reach out and grab his hand and franticly plead, "no Mr. Martin
                 please give me another chance.  I'll do what you say."  I quickly
                 reach down and raise the hem of my skirt to the tops of my
                 stockings.

                 "That's a little better DaChe. Now lift it higher." he drawls as I
                 raise the skirt above my stocking tops high enough to expose my
                 pink bikini panties.  I feel myself beginning to flush as I watch
                 this adult ogle my nylon sheathed legs and panty covered pussy.

                 He reaches out his hand to my leg and slowly moves it up my leg
                 to the tops of my stockings then back down again.  "Mmmm DaChe, I
                 love the feel of young firm thighs under shear silky stockings"
                 He sighs, as his touch makes my body tingle.

                 "Take off your shoes and sit on my desk with your feet on the
                 arms of my chair."  Fearing that he would change his mind and
                 tell my parents I do as he asks.  I remove my shoes and while
                 remaining seated, Mr. Martin moves it backwards making room for
                 me to climb on the desk.  I raise my legs and place my feet on
                 the chair arms as Mr. Martin moves the chair close to the desk
                 causing my knees to spread apart.  I lean back slightly and place
                 my hands behind me on the desk for support.  I look at Mr.
                 Martin, seated between my legs, and see him staring intently
                 between my legs.  This position displays my body, from my waist
                 down, for his unobstructed viewing and I again feel the stirrings
                 in my young pussy  "Relax DaChe, I'm not going to hurt you" he
                 says as he massages the entire length of my legs from my toes to
                 my the tops of my stockings.

                 Mr. Martin continues to rub and squeeze my nylon sheathed legs
                 and feet for a few minutes then moves his hands above my stocking
                 tops and massages the naked flesh of my thighs.  He moves his
                 hands to the insides of my thighs and as I feel them moving
                 closer to my nylon covered pussy my pulse quickens.

                 "DaChe, your panties are damp" he says with a snicker as he rubs
                 the nylon panties against my now swollen pussy lips.  The
                 sensations I feel are very pleasurable and I spread my legs wider
                 apart to allow him more access to the moist panties covering my
                 pussy.

                 I blush intensely as he commands, "pull off your panties and hand
                 them to me".  I comply by leaning to one side raising first one
                 cheek then the other as I slide the panties off my ass.  Down my
                 legs come the panties to my knees which are parted.  I hold the
                 panties as I withdraw one leg then I let the panties slide down
                 the other leg to my foot which I lift up so Mr. Martin can remove
                 them.  He takes the now damp panties in his hands and caresses
                 them.  He puts them to his face and sniffs the crotch which is
                 damp and still holds the aroma from the earlier episode.

                 "Pull your skirt to your waist and spread your legs apart as far
                 as you can."  With my naked cunt fully exposed to his view I feel
                 the same urge to touch myself that I felt earlier.  I watch
                 through my widely spread legs as he reaches down, unbuckles his
                 belt, unzips his pants, and pulls the pants and underwear down to
                 his ankles.  I never saw a man's swollen cock before and I could
                 not take my eyes from it.  He wrapped one hand around his cock and
                 started stroking it up and down. His other hand ran slowly up my
                 leg until his fingers brushed my pussy.  I jumped at his touch.  I
                 felt his finger travel up and down my tiny slit.

                 He smiles as he directs me, "lay sideways on the desk with your
                 head down here by me and your feet over there."  Following his
                 request, I turn sideways on the top of the desk and lay sideways
                 on the edge.  I slide down until my head is in the middle of the
                 desk and my legs dangling off the side.  He tilts my head
                 sideways towards him and, as he stands up, his hard cock is right
                 even with my face.  I see the red swollen head of his dick with
                 the purple veins bulging out.  He reaches down, raises my skirt
                 to my waist, parts my legs with his hand, and gently rubs my
                 soaking wet cunt.

                 "Reach out and touch my cock" he says and I am surprised at how
                 firm and smooth it feels.  He moves closer to my face and I see a
                 drop of moisture form at the end of his cock.  "Open your mouth"
                 he commands huskily and I comply.  He rubs my now wet pussy
                 harder as he inserts his cock into my mouth.  Instinctively I
                 close my lips and suck on his turgid member tasting the slightly
                 salty liquid oozing from his cock end.

                 "Oh yes, your mouth feels so good" he moans as he begins to
                 undulate his hips causing his cock to move back and forth in my
                 mouth.  He inserts one of his fingers in my cunt and twirls it
                 around.  I respond by thrusting my hips against his penetrating
                 fingers as I feel the warmth rise again in my loins as I eagerly
                 suck on his cock moving within my mouth.

                 "Put your hand on my balls" he gasps "and squeeze them gently."
                 I feel them swell slightly as his movements become more frantic.

                 "Move your tongue over the bottom of my cock" he directs and
                 moans, "OOOHH that feels so good!" as I comply to his directions.

                 "Now" he blurts "this is what happened to that boy.  Oh fuck I'm
                 coming!"  He lunges with his cock deep in my throat and I feel it
                 throb.  A warm salty fluid fills my mouth and throat as he moans
                 loudly and I swallow rapidly to keep from choking.  At that
                 moment my pussy explodes with a much stronger feeling then
                 earlier and I again sink weightlessly into the warm pool barely
                 conscience of Mr. Martin's cock still moving about within my
                 mouth......

                 "Miss Waye, Miss Waye, are you all right?" I hear Francis ask
                 with anxiety.

                 "Yes Francis" I reply with an unsteady voice. The intensity of
                 the memory leaves me shaken with a wetness between my legs.  "I
                 was just startled by this picture" I lie,  "I didn't think a nice
                 boy like you would be carrying a picture like this around."

                 "Gee Miss Waye, I didn't mean to startle you but I don't think this
                 picture is bad.  I think it's a good picture and doesn't show
                 anymore than a bathing suit shows.  Besides she is a nice looking
                 lady but I bet your legs are better than hers.  Here's some others
                 I took around school."

                 I took the pictures from his hand and immediately recognized some
                 of the girls from my classes.  The first few were of some of the
                 cheerleaders during practice doing a high kick.  Their legs were
                 stretched out fully and their panties were plainly visible, pressing
                 tightly against their young pussies.  The next few didn't show the
                 girls faces, since Francis had obviously taken them while hiding
                 next to the open stairway at the end of the hall.  They were all
                 taken looking up the skirts of girls going up the stairs.  Most of
                 the girls wore pantyhose, and from the angle they were taken you
                 could see all the way up to their crotch.  A few showed girls
                 wearing only panties under their skirts, molded tightly to their
                 young asses.

                 "Someone your age shouldn't be interested in looking at women's
                 legs and underwear" I again lie as I recall the boy from study
                 hall.  Then I realize that Francis looks very much like the boy I
                 remember from study hall and feel a flush come over me.

                 "What can I do to get you back interested in completing this
                 assignment?" I quickly ask in an effort to hide my embarrassment.
                 "You need some incentive to get your attention back to work."

                 "I'll make a deal with you Miss Waye" Francis replies.  "I'll
                 finish this assignment for you if you'll promise to pose for some
                 pictures for me" Francis adds with an enthusiasm I have not seen
                 in him before.

                 "Well, Francis you flatter me but I don't think that would be a
                 good idea" I answer and I see the disappointment in his face.
                 With a feeling that I was failing at my effort to win over this
                 boy's interest I continue, "but if you do a good job on this
                 assignment I will let you take a couple of pictures of me" I
                 quickly add, "but not any like the pictures you showed me!"

                 "Okay Miss Waye" replies Francis smiling broadly.  "You have a
                 deal!"

                 The next day after class Francis greets me in the hall with a
                 cheerful, "Hi, Miss Waye.  What did you think of the
                 presentation?"

                 "Francis, you know I was very pleased" I reply.  "Yours was the
                 best in the class."

                 "Then you won't go back on your deal, will you?"  Francis asks
                 with a slightly worried look on his face.

                 Determined not to fail with this boy I say "No Francis.  I made a
                 promise and I never go back on promises.  Do you want to take the
                 pictures now before I leave for home?"

                 "Well Miss Waye, I would like to get some really good pictures
                 and my Uncle has a studio near where you live and he said I can
                 use it as long as I didn't mess it up.  I want these to be the
                 best pictures ever so could you meet me at the studio?  Its on
                 the corner of Central and South Locus, only a couple of blocks
                 from your apartment."

                 "Okay Francis when do you want me to be there" I reply thinking,
                 if I turn him down I may lose all the ground I gained.

                 "My Uncle said I could use it anytime after six in the evening so
                 when can you be there?"

                 "I have to stop at the store so I can be there tonight about
                 seven-thirty if that's not too late for you." I answer with an
                 uncomfortable feeling and wanting to get this over with as soon
                 as possible.

                 "Okay Miss Waye.  I'll see you there tonight.  Just knock on the
                 front door and I'll let you in."

                                                    PART II

                         I must admit that I faced my appointment with Francis with
                 ambivalent feelings. On one hand I wanted to preserve the faith that
                 he was beginning to show for my efforts at helping him academically.
                 On the other hand the thought of being alone with him and having him
                 take photographs of me was titillating. I felt the first warm glow of
                 need and I knew my pussy was  starting to get a bit wet.

                         As the time for our appointment approached I undressed and
                 decided to take a nice relaxing shower. The spray from the shower
                 played against my body. I began to soap myself and luxuriated in the
                 creamy feel of the soap against the sensitive skin of my milky
                 breasts. I felt a warm glow begin to build in my belly as I gently
                 kneaded first one and then the other mass of yielding flesh. I know
                 that my breasts are striking. Full rounded globes of soft, flawless,
                 creamy white skin set off by deep brown nipples that are at least an
                 inch long.

                         Almost without thinking I began to twirl my slightly swollen
                 nipples between my fingers. It felt sooo very nice and the longing in
                 my loins became more insistent. Almost as if they had a mind of their
                 own, the soapy slick fingers of one hand dropped between my thighs
                 and began an intimate exploration of my aroused pussy. I let my
                 fingers trail tantalizingly over the sensitive flesh of my puffy
                 outer lips. Around and around they made their pleasure provoking
                 journey. Soft moans began to escape my lips.

                         I spread my legs even further apart and began to gently
                 massage my swelling love button. One and then two fingers slipped
                 into my hot sheath while my thumb circled my aroused clit. I felt the
                 heat building in my belly and my hips started to hump against my
                 fingers. They swirled against the soft wet walls of my cunt and I
                 was lost in the insatiable desire for release. OOOHHHH..NOWWWW I
                 cried and I bucked hard against my fingers and thumb. My lower body
                 was racked with the spasms of my passionate release. I slowly
                 regained my composure, finished showering and prepared to dress for
                 my "modeling" session with Francis.

                         As I knew that Francis wanted to take provocative leg shots
                 I thought that I would select some appropriate attire. I searched
                 through my lingerie drawer and finally selected a lacy black garter
                 belt and very sheer and silky dark hose. I put these on, enjoying
                 the feel of the sleek nylon as it slid up my legs. Then I found a
                 pair of very thin black bikini panties and a pair of my highest
                 heeled black shoes.

                         I looked at myself approvingly in the mirror. The panties
                 did little to conceal the pouting lips of my cunt. And the hose and
                 high heels showcased the sensuous curves of my long tapering legs
                 and full lush thighs. I then selected a transparent nude colored
                 bra. My full succulent breasts strained against the thin material.
                 The dark circles of my areolae and the thick brown stalks of my
                 sensitive nipples were clearly visible. In fact, I thought, the
                 gossamer transparency only made my full pliant tits more inviting
                 and desirable.

                         I thought of how Francis might respond to this outfit, and
                 that demanding need in my crotch began to assert itself again. To
                 complete the ensemble, I put on a white satiny blouse and a tight
                 black mini skirt.  The blouse was open enough at the neck to allow
                 an ample amount cleavage to be visible and if I leaned forward the
                 thinly veiled curves of my ample breasts with their elongated nipples
                 would be clearly visible. The skirt was short enough so that when I
                 sat down and crossed my legs an enticing amount of my curvaceous
                 thighs came into instant view.

                         I knew on one level that I was supposed to be simply
                 motivating a student to achieve academic excellence. However, the
                 thought of being a cheesecake model for Francis had ignited a glow
                 in my body that was becoming more and more demanding. In this frame
                 of mental confusion and physical longing, I put a light coat over my
                 rather sexy attire and headed for the studio.

                         I arrived about 7:45. Although there were lights on in the
                 studio the door was locked. I knocked and Francis appeared from the
                 back of the shop almost immediately. He looked a bit nervous and
                 awkward when he let me in.

                         "Gee, I'm glad you really kept your promise Miss Waye", he
                 said. "I was beginning to think that you wouldn't show up".

                         "A promise is a promise", I replied. "And you did keep your
                 end of the bargain so it's only fair that I keep my part. Now if you
                 will show me where we are going to take these pictures we can
                 complete the arrangement and I can get back home to do some work"

                         Francis locked the front door and led me to a studio room
                 in the rear of the store. It was complete with all of the
                 photographic equipment that I could possibly imagine. Against one
                 wall of the studio was a rather large velvet covered couch. Actually
                 it seemed to me that it was more like a day bed than a couch. I
                 touched it and the material felt very rich and soft.

                         "Shall we get started?" I asked. And with those words I
                 removed my coat. I looked at Francis and he was speechless. "Err...
                 ah...you look beautiful" he stammered. His eyes were riveted on the
                 swell that my tits created as they pushed against the satiny
                 whiteness of my blouse and by the amount of silk clad leg that
                 showed beneath my black skirt . His face had become rather flushed
                 and there was a noticeable bulge of an already aroused cock in his
                 jeans.

                         "Where should I sit?", I asked calmly as I was now certain I
                 was in complete control of this situation. I was also certain, from
                 the wetness seeping out of my hungry pussy, that I could not let this
                 modeling session end without the feel of that hard cock trusting
                 deeply inside of me. The thought of seducing Francis was making me
                 hornier by the minute.

                         Francis was barely able to speak."Oh..err..on the edge of the
                 sofa would be just fine" I sat down as directed, put my arms behind
                 me and leaned back. This position caused my slightly swollen tits
                 to push even harder against the fabric of my blouse. I knew that the
                 outline of my hardening, dark stalk like nipples were very apparent.
                 Then I teasingly crossed my legs and allowed the hem of the miniskirt
                 to slide upward so that the tops of my hose came into view.

                         I pushed the skirt up a bit and Francis was treated to the
                 sight of my creamy lush thighs. Their alabaster whiteness made a
                 stark and exciting contrast against the blackness of my sheer hose.
                 I thought Francis was going to fall over. He couldn't take his eyes
                 off of my body and it was obvious that his tool was as hard as a
                 rock. He made no move to start taking any photos. He just stood there
                 mesmerized and breathing very hard.

                         Knowing what effect my lush body must be having on this young
                 boy was driving my own passion even higher. I could hardly keep my
                 hands away from my love tunnel which was now literally dripping its
                 sweet juices.  I thought back to that day in the study hall and
                 slowly uncrossed my legs, giving Francis a long look at my bare
                 inner thighs.  I then started swinging my legs open and closed, just
                 like I had done those years ago.  Each swing I opened them a little
                 further until I was sure that he was able to see all the way up my
                 skirt to those thin black panties.  I watched his hand move to the
                 front of his jeans to rub the hard lump there, even though I'm sure
                 he wasn't aware that he was doing it.

                         "Are you alright, Francis", I asked in a soft voice. He sort
                 of gulped an inaudible response. "why don't you sit down here beside
                 me for a minute? You seem to be a bit upset just now". Francis
                 accepted the invitation and sat down beside me on the sofa. "I
                 thought you had seen a woman's legs before this".  Francis blushed
                 and shifted uncomfortably. The lump between his legs seemed to be
                 even larger then before.

                         "No Miss Waye", he finally replied. "The pictures that I showed you
                 the other day were diferent.  The cheerleaders all show their
                 panties all the time so it was no big deal to take those and the
                 girls on the stairs didn't know that anyone was taking their
                 picture.  The one of the girl holding up her skirt I photographed
                 from a magazine. I haven't really taken any pictures using a real
                 model before". "Why don't you call me Karen", I said gently. "At
                 least while we're here". I took one of his hands in mine. It was
                 almost clammy with sweat. "Gee you really are nervous Francis. I'm
                 sure that you have been on dates before. Have you ever kissed a
                 girl?"

                         "Yeah,,sure I have", he said with just a hint of bravado in
                 his voice, "But none of them ever looked as beautiful as you do."
                 His eyes dropped to my legs.  My skirt had ridden up enough to show
                 a couple of inches of bare thigh above my stockings even from this
                 angle and he started to get flustered again.

                         I was getting so hot and aroused that it was becoming
                 difficult for me keep control. "Would you like to kiss me,
                 Francis?", I asked. He just sort of looked at me. His eyes were
                 glazed with the passionate longing that I had stirred up in him.
                 Francis didn't answer but turned toward me, rather clumsily put his
                 hand on my shoulder, kissed me very quickly and pulled away.

                         "Is that how you have been kissing your girl friends?"
                 Francis sort of nodded. "Wasn't that right", he inquired. "Not
                 quite Francis.  Here, let me show you how to really kiss a girl."
                 With that I put my arms around his lean body and pulled him against
                 me. My full lips found his and I kissed him long and hard. I forced
                 my tongue between his lips and Francis' mouth opened a bit.
                 Instantly, my tongue entered his mouth and began dueling with his
                 tongue. He pulled me even closer to him and I knew that he could feel
                 the swell of my lush tits against his chest. He was breathing rather
                 hard and his eyes were tightly shut.

                         I put my hand on that inviting lump between his legs and
                 gently rubbed his throbbing prick. Francis shuddered and a deep
                 throated moan of pleasure escaped his lips. "Does that feel good?",
                 I asked. "Ohhh Ohhh Miss Way..er ah..Karen I've never felt this way
                 with a girl..never.."   "Do you like the way my breasts look,
                 Francis?"

                         "Oh yes", he gasped. "Would you like to touch them?" With
                 that question Francis lost all control. "Please let me", he pleaded,
                 "but I really don't know what to do."

                         "Unbutton my blouse", I instructed. His hands were shaking
                 so hard that I had to help him accomplish the task. I slipped the
                 satiny garment off and sat there with my aroused tits and nipples
                 clearly visible through the transparent material of the bra. I knew
                 the dark brown of my partially hard nipples made an enticing sight
                 against the creamy whiteness of my swollen ample globes. His cock
                 gave a perceptible lurch against my probing fingers. I placed his
                 trembling fingers against one hungry tit. "Gently knead it", I
                 told him. "Slowly and softly milk them".

                         Francis began to fondle the soft, pliant yielding breast.
                 Rather clumsily at first, but with a few minutes he was doing quite
                 a good job of getting them to swell even more in response to his
                 manipulations. "OHHH Francis, that feels soooo gooood. Now take your
                 thumb and forefinger and roll my nipple between them."   When he
                 began to massage my long sensitive nipples they instantly became as
                 hard as stone. The sensations he was providing were running from my
                 tits directly to my steaming hole. A dark circle of wet must have
                 been spreading on my black panties. "Ahhhhh", I moaned.."do the
                 other one..Now!"

                         Francis obeyed without any further urging. A few minute of
                 this stimulation was all that my breasts could stand. I had to feel
                 his hands directly on my flesh. I gently removed his hands and a
                 disappointed look appeared on his face. "Did I do something wrong?",
                 he asked.  "OH NO," I replied.  "I just want to feel you touching me
                 without anything in the way", I said reassuringly.  With that I
                 reached back and undid my bra and slowly removed it. Then I raised
                 my hips and removed my skirt.

                         He immediately returned to the task of fondling my swollen luscious
                 tits and rolling my long stony nipples between his fingers. I was
                 going wild with need.  "Kiss me," I said and his lips closed over
                 mine. This time his tongue slipped into my mouth and swirled around
                 mine. My hand moved betweenmy wide spread thighs and began massaging
                 my puffy cunt through my panties.  Francis stopped kissing me long
                 enough to watch my hand at work on my pussy.  I pulled aside the
                 soaked crotch of my panties to show him my bare cunt and my finger
                 slid easily into my hot wet hole. I began to grind my hips against
                 my invading finger. I knew that if I didn't do something that I
                 would quickly lose control over the situation.

                         With a great deal of will power I pulled away from his
                 embrace. "Now Francis", I said I think it's time that you undressed.
                 After all you have been looking at my body and I haven't seen yours.
                 Francis looked embarrassed. However, he was so turned on at this
                 point that I knew he would do whatever was asked of him. He quickly
                 stood up and removed all of his clothes. At the sight of his body my
                 love tube began to ooze even more then before. He was lean and very
                 muscular but my center of focus was his cock. It was fully 9 inches
                 long, appealingly thick and was as hard as granite. There was a drop
                 of pre-cum already evident at the tip of its purplely swollen head.
                 I knew that it would not take very much stimulation for Francis to
                 have his first climax. That was my plan. As much as I longed to feel
                 that wondrous pole filling my belly, I knew that I must be patient.

                         "Lie down beside me", I told him. As soon as he had done so
                 we started to kiss again. Hotly and passionately. My fingers closed
                 around his thick shaft and I began to run them up and down its
                 length. So very lightly and teasingly. I thought the boy was going
                 out of his mind. His body began to hump against my fingers and he was
                  literally gasping for breath. I knew he could not take very much
                 more of the stimulation I was giving him.

                         So after a moment or so I broke our kiss and shifted my body
                 so that my face was directly over his pulsing tool. Without
                 hesitation my lips closed over the engorged head and then slipped
                 down to the throbbing shaft. Slowly I moved my mouth up and down
                 the full length of that wonderful young cock. As I did so my tongue
                 swirled around it. I could feel the blood pounding in his rock hard
                 tool. I placed the tips of my fingernails against the sensitive flesh
                 of his balls and began a tickling movement. Francis was heaving and
                 twisting beneath me. As I predicted, after only a minute of my oral
                 assault, Francis screamed out.."OHHHH MYYY GOODDDD I"MMM
                 EXPLODDDINNGGG."  With that, his body jack-knifed against me and his
                 prick really did explode. Jet after jet of cum shot out  and I sucked
                 in every sweet drop. Francis twitched several times and then sort
                 of collapsed backward. "Karen,"  he sighed, "I never felt anything
                 like that before..never."

                         "Did I make you feel good, I asked?"   "It was wonderful,"
                 he replied.  "Then don't you think you should do the same for me?"
                 I asked?  Francis looked at me with a quizzically innocent
                 expression on his face. "Errr..ahh..I don't know what you want me
                 to do", he kinda mumbled in embarrassment. "Just do what I tell you"
                 I said and the thought of the power I had over this vulnerable
                 young man almost made me cum. "Kiss me Francis", I directed.

                         In a short time Francis had become a rather proficient
                 kisser. His lips were mashed against my soft red ones and his tongue
                 was exploring my mouth with increasing insistency. Without being told
                 he had reached for my aroused breasts and was sensuously fondling them.

                         "Kiss them....and suck them", I said and he immediately did
                 so. His hot mouth and tongue were driving me to even higher heights
                 of passion. I guess on instinct, he sucked one of my protruding
                 nipples into his mouth. Gently placing his teeth against the
                 exquistly sensitive tissue he gently racked over its entire length,
                 from base to tip."OOHHH YESSS", I moaned "Keep doing that..do both
                 of themmmm...YOURRR DRIVVVINNGG MMEEE CRAZYYY"  My tits were swollen
                 with need and Francis had my nipples as hard as I could ever remember
                 them being. I was beginning to writhe in response to the ebullient
                 feelings he was drawing from my body. My pussy was so hot and wet
                 that I had to have release from the lust that had now taken complete
                 control of my mind and body.

                         "Take off my panties", I said, raising my hips up off the couch.  He
                 gingerly took hold of the waistband and ever so slowly began sliding
                 them down.  I felt him shudder when he saw my brown curly patch of
                 pubic hair, then audibly gasp as he got his first look at my swollen
                 pussy lips.  He finally got them down and off my legs, then just
                 stared at my exposed cunt.  I spread my thighs as far apart as was
                 possible. "Now start kissing and tonguing my pussy", I moaned. I
                 think Francis was afraid to do what I had asked. But after a moments
                 hesitation I felt the hesitant pressure as his lips first touched
                 those of my swollen cunt. "That's it...Thats it", I said
                 encouragingly. And I spread even wider to give him as much access as
                 possible to my aching love nest.

                         Francis was an apt pupil. Within a very few minutes he
                 learned what actions to take to evoke an involuntary twitch from my
                 body. He was very good. His tongue swirled around the outer lips of
                 my cunt and then he would make it stiff and plunge as far as
                 possible into the smooth wet heat of my sheath. I wrapped my legs
                 around his head to draw him even tighter against the core of my
                 passion. And my hips were grinding back against his invading oral
                 member. Mindless noises were coming from me and my head was tossing
                 to and fro in response to my overwhelming desire. Then by accident
                 his tongue flicked over my distended clit. I have never had such a
                 thrill. "OHHHH YESSSS THATSSS ITTT....THATSS THEEE SPOTTTT...DON'TT
                 STOPPPP...PLEASEEEE DON'TTT STOPPPPP....MAKEEEE MEEEE CUMMMMM....
                 MAKEE MEEE CUMMM NOWWWW. KKKEEEPPP LICKKKINNNG MEEEEE!!!

                         My reaction drove Francis to even greater efforts.
                 Remembering what he had done to my nipples, he captured my aroused
                 clit between his lips and sucked it..just as I had sucked him. Then
                 he gently raked it with his lips and teeth..again and again..I was
                 uncontrollably thrashing in ecstacy. My body had a mind of its own
                 and my hips were bucking furiously against his mouth and tongue. My
                 face was flushed with pure passion and I tossed my head mindlessly
                 from side to side.

                         That indescribable hot, light weightless feeling became more
                 and more intense..And then it was there....IIII'MMMMMM CUMMMINGGG..
                 I'MMMMM CUMMMING...I screamed. I ground my gushing cunt furiously
                 against Francis's mouth. I jammed my lust bloated clit against the
                 stiff blade of his swirling tongue. OOOOHHHHH GOOODDDDD KKKEEEPPP
                 DOOOINNG IIITTTT I screamed.I didn't want this climax to ever end.My
                 legs had his head trapped against my spasaming slit and I poured
                 streams of love juice into his eager sucking mouth.  Gradually my
                 spasms of release subsided and I fell back contentedly onto the sofa.

                         I laid there for several minutes. My eyes closed, enjoying
                 the sweet afterglow of my climax. "Are you okay, Karen?" Francis's
                 voice brought me back to reality."Of course", I said"And that you
                 were wonderful".  I looked over at my young friend. He was lying on
                 his back next to me and I was delighted to see that his oral
                 ministrations to me had also affected him. His cock, still moist
                 from my previous oral assault had returned to a state of stiff
                 attention.  I trembled in anticipation because nothing gives me a
                 greater delight then feeling myself being penetrated by a trobbingly
                 hard tool right after I have been on the receiving end of some
                 delicious oral sex.

                         "My,My, what have we here?", I chuckled and gently wrapped
                 my hand around his stiff shaft. I began to teasingly caress it.
                 Softly milking that turgid instrument from its base to its
                 glistening swollen head. While I was doing this I placed my other
                 hands on his sensitive balls and began to tease them once again with
                 my fingernails. It only took several minutes of this exquisite
                 torture for Francis to begin to moan deeply and begin to gasp. His
                 hips started to grind against my fingers and I knew that I had best
                 cease my caresses or Francis would cum right there.

                         I straddled Francis with my long, nylon clad legs and placed
                 his throbbing cock against the lust hungry, puffy lips of my love
                 tube. Slowly, I forced myself down on that wonderfully hard prick.
                 I guess the feel of my warm, velvety, love slick walls against him
                 was giving Francis equal pleasure. Because his pelvic area suddenly
                 lurched upward and I felt that cock push into me to the maximum. My
                 belly was engulfed with that delicious feeling of fullness. Very
                 slowly, I began to raise and lower myself on his throbing joy stick.
                 I shifted slightly so that with every thrust I could feel him rub
                 against my engorged steamy clit.

                         Then I could not help but increase the tempo of my movements.
                 Up and down, in and out. I would lift myself so that only the tip
                 was in my pussy and then thrust down hard. Feeling its veined length
                 slide against my clit and deep into the wetness of my hot cunt.
                 Before long I was fucking Francis as fast as I could go. I was
                 totally lost in a sea of ebullient passion. I kept feeling like I
                 was rising higher and higher. It was wonderful. Francis was moaning
                 and writhing beneath me. Grinding his pelvic area against me with
                 every thrust of my hips. I looked at his face which was contorted
                 with lust and I knew he was getting closer also.

                         Suddenly his body tensed and his thrusts became even more
                 violent. And then I was there..Stars exploded in my brain..OOOHHHH
                 GODDDD, I literally screamed....KKKEEEEPP FFFUCCKKINNGG MMEEEE...
                 FUCCCKKKK MEEEE HHAAARRDD.... I'MMMM CUMING ...I'MMMMMM CUMMMINNG.
                 I could feel the walls of my pussy spasming around his rock hard
                 prick while my pelvis ground against him in uncontrollable twitches.
                 Then Francis gave a scream jammed himself hard into me and I felt
                 his cock swell and then explode inside of me..shooting stream after
                 stream of cummm...his body jerking against me with every release of
                 fluid that at last extinguished the flames of desire that had been
                 pent up for so long a time.

                         After many minutes we both returned to reality. His now
                 flaccid dick was still entrapped in my drenched pussy..I gave him a
                 long, deep kiss and said, "We didn't get any photos tonight Francis.
                 I guess we had best schedule another modeling session".
                 But that's another story.

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