Amazing Grace

I want to fuck her so badly! I don't care that she's my student...I don't care that she's 19...I just don't care! There are lots of beautiful girls at this university, but Grace stands out. I think it's because she's young for her age--she truly doesn't realize how sexy she is. A lot of the young women I see every day know exactly how to tease older men, and I'm sure they have wonderful sex lives, but Grace's innocence stands in stark contrast to their sophistication.

Grace is an amazing little package--barely five feet tall, straight brown hair, and dark brown eyes that are always smiling. She's not that bright, but for my purposes, that's perfect. All I want is her body--perfectly round, perky C cup tits, flat tummy, smooth tanned skin, and a tight little ass that fills her yoga pants perfectly! The best part, though, is what's up front--she always wears light grey yoga pants, and when she stands up to move around the seminar room, I savor every second because her sweet pussy is starkly outlined by the material, curving up and over her thighs, dipping down her belly, and swelling gently to show off her mound. On a good day, I can see the shadowy line of her pussy lips. Every time I get that view, I wonder if she's completely shaved--girls are doing that, and she's generally pretty fashionable, so maybe...

Anyway--I stand over her group a lot, helping them out. The tops of her tits are always on view, and I let my eyes wander down the valley between them, imagining tracing that silky line with my tongue...

I let my mind finish that thought later, when I'm home alone.

I imagine Grace has come over for extra help. It's not unusual for students to find their professors outside of class, but a young woman coming over alone is not how it's usually done. Grace seems unsure of herself. I know she needs the help, but she doesn't bring up any school topics. I'm not sure if she even knows why she's there. She stands shyly in my kitchen, drinking the iced tea I poured her, answering my conversation softly and distractedly. Finally, I move next to her at the counter and take the glass out of her hand, setting it aside.

I let my hand rest on her shoulder and say reassuringly, "Grace, we can talk about school work later, OK? I think there's something else on your mind, and I know there is definitely something else on my mind right now."

My hand slips from her shoulder to her fingers, and I turn her gently until she is facing me. The top of her head is below my chin, and I have to lean down to meet her lips. With gentle hands, II pull her close to me, kissing her softly so as not to scare her away.

When her tongue starts to respond to mine, I feel her body relax a bit against me. Kissing my way down her neck, my hands caress her gently, stroking her arms, her sides, her hip, and then her shoulders. When I nuzzle her there, she sighs and relaxes against me even more and I know she's mine.

With both hands, I slip the straps of her top down her upper arms. She pulls back a little, startled by the sudden realization of what I'm doing. I kiss her again to soothe her, and my hands continue their work, moving behind her to pull and roll until her breasts are about to pop out. Dropping to one knee, I hold her waist while I kiss the swelling tops I have uncovered. Her arms wrap uncertainly around my head as she savors this new feeling. When I tug a little more, her small, dark nipples pop into view, standing out against the pale white of her tan lines. Before she can pull back again, I take one between my lips and suck firmly, one hand coming up to give equal attention to the other side. After a few moments, I switch hand and lips and lavish some attention on the other nipple.

She murmurs, "Oh, my God" as I suck harder.

Just to keep things moving, I start to lick and suck the slightly salty valley between her breasts while my hands move behind her. I hold her hips at first, but quickly change to caressing her ass, almost kneading the firm flesh I've been dreaming of for so long. She's still holding my head, and I get the sense that she's still scared of what's happening. I stand up then, holding her close to me, one hand on her ass still, and the other stroking her hair.

"Grace," I tell her, "you are so beautiful, and so sexy!"

She looks down then, but I can see the edge of her smile. I don't want her looking down too much, though, because she'll realize that she's standing in my kitchen with her breasts exposed. I pull her chin up and kiss her again.

To keep her company, I quickly pull my polo shirt up and over my head, then pull her against me. Her hands shyly wrap around me again, and I feel her hands start to move on my back just a bit, shifting from one place to another, not ready to stroke me yet, but almost. Her breasts are firm against my body, her nipples tiny, tight little points. I finish pushing her top down to her waist and let my hands wander over the soft skin of her back, her sides, and her hips. Our kiss at that point is deep and sensual...it's time to move things along again.

"Grace," I say gently, looking into her eyes. "I want to make love to you. Is that why you're here?" She looks down again, and pulls her breasts back away from me without answering.

"Grace...you came to my house for extra help, but that's not really why you're here, is it?"

No response. I pull her chin up, kiss her softly again, and persist: "Grace, what do you want? Do you want me to hold you like this some more?"

I get a small nod in response.

"Do you want me to touch your body some more?"

Another nod.

"Okay," I tell her with a smile, "that's all I wanted to know."

With that, I pick her up in my arms--she's so damn light! I kiss her again and walk into the living room--I'm pretty sure the bedroom would freak her out. Instead, I set her down on the couch with her head against the pillowed arm. Kneeling beside her, I stroke her hair with one hand and kiss her some more. My other hand glides across her belly and comes up to cup her breasts again. When I feel her tremble with pleasure or anticipation, I kiss down her neck again, then begin moving back and forth between her nipples again, more firmly this time, sucking hard and squeezing her firm breasts. To keep her on edge, then, I kiss between them and start to work my way toward her belly button. I can tell all this is new to her, and I smile to myself imagining how she will react when I do what I'm about to do...

My free hand tugs off her sneakers then, and I dip my tongue into her belly button, drawing a gasp at this sudden, sensual intrusion. She lifts her hips slightly, unconsciously beckoning me to keep going, and I don't let her down. I kiss a little lower, and run into the waistband of her yoga pants. My hands move to each hip, and I start to slide them down ever so slowly, kissing across her smooth belly as each new inch is exposed. When I reach the material of her top still bunched around her waist, I can feel her core trembling. I don't want her to have second thoughts, so it's time to distract her again!

With one smooth move, I pull the leg closest to me up and across my body...now I'm kneeling between her legs, my hands on her hips, her pants starting to come off and her top all the way down. I pull her upright, then pull her top up over her belly and breasts. Her arms go up automatically, almost obediently. I pause when her eyes are covered and kiss her suddenly. She smiles at the unexpected contact, and I finish removing her shirt. I lean into the kiss a little bit and turn her sideways--she lies back onto the couch, facing out this time, until her head hits the back cushion. Fortunately, the couch is soft and deep, and there's plenty of room for her torso. Her head is tilted down a bit by the pillowy back cushion, which will give her a perfect view of what is about to happen.

Breaking our kiss, I repeat my earlier soothing ritual. I kiss each nipple. I kiss her lips. I move down a little and kiss her belly again. Her eyes are wide and watching me. I kiss her at the waistband of her yoga pants, then tug them down to the top of her panties and kiss some more. Then I plant a kiss on her fabric-covered mound. Her eyes close, but when I do it again and nuzzle her for a moment, enjoying the thrill of that milestone and the heat I can feel beneath my lips, her hips move of their own accord, arching up just a tiny bit, asking for more. That is my signal, and I carefully peel her pants down and onto her thighs, carefully leaving her panties in place--all I can see is a small cotton triangle, red with dark stripes. I kiss her mound again as I pull her pants off over her feet.

Lowering my body a little more, I kiss the insides of her tanned thighs. Her pussy is an inch from my lips, and I can feel heat radiating from her. I plant a kiss right on her pussy lips then, and she squirms with pleasure. I kiss harder, moving up a bit so it lands right where her clit is hiding, and she pushes up against me.

"Grace," I say. Her eyes are open wide, staring right into mine. "I'm going to taste your pussy now...I'm going to taste every inch of you!"

She nods just a bit and whispers, "Okay."

Grinning with anticipation, I grasp the tiny waistband of her panties and slide them down. I lift one leg and pull them over her foot. She lifts the other leg to help me, then lets them both relax down again. That won't do at all! Grabbing her ankles, I set her feet up beside her hips, and her thighs fall open, exposing what I had been dreaming of all year--her smoothly shaven pussy! Her lips are parted slightly, and with barely a pause to admire the situation, I lick her from bottom to top. I hear her gasp of pleasure, and do it again. Another gasp, and her hands reach down to grab my head. Her eyes are half-closed, and she is holding her breath just a bit. My own eyes drink in the beautiful sight in front of me.

Returning to my task, I grab her little ass with both hands, lift her up toward me just a bit, and drive my tongue as deep inside her as it would go. For almost a minute, I fuck her with my tongue, spreading her open, tasting the tangy moisture emanating from inside her. It is intoxicating, and I keep a steady rhythm going: a few deep licks and a long, broad lap from bottom to top. She gets into it, and her hips rise every time my tongue hits the top of her slit...I know what she wants! With another smile at her reaction, I move one hand away from her ass. I use the thumb to stroke her pussy lips up and down while I zero in on my target. Her clit peeks out from its hood, and I lick both sides of it, back and forth steadily. She scrunches down a bit to drive herself against my tongue, rocking her hips faster and faster. I begin to make circles then, never letting up on her.

When I feel her stomach and thighs start to twitch, I know she is getting close. I take a deep break and drive my tongue faster around her clit.

From above me, I hear a muted, "Oh my god..." and then another.

Her words come in time with each thrust of her hips. I push my thumb into her clasping pussy then and start flicking as fast as I can across her clit, pumping and twisting the digit inside her at the same time. Her hands are tightly wrapped in my hair at that point, pulling me hard against her. When I feel her body start to spasm, I do two things at once to drive her over the edge completely--I jam my thumb all the way inside her and suck hard on her clit. Her reaction is immediate! Her body goes rigid, and her pussy clamps down like a vise, throbbing tightly around my thumb.

One long syllable is wrenched from her lips---"yyyyyyyyyyesssss!" as her orgasm washes over her.

When I heard her breathe again, I pull my thumb out and kiss her clean-shaven mound once more, which brings a smile to her face even though her eyes are still closed. I kiss her belly. Noticing her hands are now cupping her breasts, I move them aside and kiss each nipple. Pulling her up so we are face to face, I kiss the lingering smile on her lips. Her eyes are open now, and wide with happiness. She kisses me back hesitantly, but then more eagerly, letting her tongue taste herself on me.

I can tell she doesn't know what to say, so I ask her a leading question: "How did that feel?"

"Amazing..." she says. "I've never let..."

I'm sure--no way would a 19-year old innocent like Grace have a lot of experience in this area!

"Well, now you have!" I tell her with a smile. "You taste incredible, too," I add, which brings another smile, a blush, and a total avoidance of eye contact.

Giving her another firm kiss, I climb onto the couch, turning her so that she lay lengthwise again, but facing in toward me. This keeps her from feeling trapped and changes her to a less exposed position, but also gives me access to her whole body. Her breasts are just touching my chest, and I slip one arm beneath her head while the other rests across her waist. I know this is a pivotal moment, so I take things slowly and let her get to the next step at her own speed.

"I never imagined we'd end up like this," I say--no sense telling her I had fantasized constantly! Instead, I simply told her, "You are so beautiful and sexy."

She blushes some more despite the intimacy of our positions, and I add "and you taste so good!" just to lighten the moment and keep things sexual instead of romantic.

She doesn't know what to say to that, so I kiss her again to ease her mind. I start to stroke her hip, and nudge my knee between hers so that my thigh ends up between her parted legs, just to remind her subtly what I am after. In this position, her arms are between us, her hands down by my waist...good plan, huh? When she feels the need to stroke something in response to my wandering hand, her choices are limited. She caresses my waist and abs a little bit while we kiss, but her hand keeps bumping against my cock, which is standing tall inside my shorts. She isn't ready to go after it yet, but she can't stay away from it! She seems to settle into a compromise, stroking my thigh with her palm, but letting her wrist drag along the length of my shaft...and she absolutely knows what she is doing.

My hand curls around her ass, pulling her a little closer. My fingers slip along the crack of her ass, then trace the length of her sopping wet pussy, signalling a change in our cuddling routine. She bends her knee up to allow me more access, and her hand moves of its own accord, coming up to stroke my cock with her palm. I pull her head toward me and kiss her harder, letting her know that I like what she is doing. I also slip one, then two fingertips inside her, dipping them in and out just a little bit at a time. Because I am being so overtly sexual, she responds in kind to keep up, and I feel her wrap her hand around around my cock as much as she can, tracing the thickness beneath her fingers, exploring the head. I moan gently to let her know she is on the right track. Then I make it easier for her. I shift myself so I am lying on my back. Her thigh is still across mine, keeping her pussy open for my fingers. Her tits are pressed hard against the side of my chest, but now whole body is available to her.

She gives up on kissing me then, and lays her head on my shoulder. When I feel her hand glide across my abs, I know what she is up to. I stop fingering her pussy (it is an awkward reach anyway!) and bend my leg up to make it easier again. With the fabric loose, her hand wraps all the way around my cock. She strokes its full length, hesitantly at first. I growl deep in my chest and start stroking her arm as she rubs me. Her hand moves to lay flat on my stomach again, and I can feel her making up her mind.

"That feels so good," I whisper, which seems to help. Without further ado, her hand slips under the waistband of my shorts and wraps itself around my bare cock.

"Oh, my God...it's so soft..." she murmurs. "I mean it's so soft and so it's so hard..." She pauses uncertainly, her hand tugging me gently, not sure what to do or say next.

I want to say, "Grace, suck my cock!" I want to flip over, climb between her thighs, and fuck her immediately. Those thoughts are discarded in an instant, though...she needs time to process this. Too direct an approach would scare her off, I tell myself.

"It's so hard because you're so damn sexy!" I tell her instead.

She bows her head a bit so her proud little smile doesn't show. I don't want to tell her that she makes me hard all the time, so I soften what I am thinking yet again.

"I can't believe we're here," I say. "I can't believe you're holding me like this, and I can't believe how beautiful you look, or how good you feel against me..."

All lovely, but it's time to move things along, I think to myself, so I start shifting gears again verbally, getting her used to the idea of us like this--wet pussy, hard cock, sucking, fucking--all those sweet, nasty words she's too shy to say out loud yet.

"I really can't believe that you're so wet and ready for me, Grace. I love the way you taste, and I love the way you're holding my cock. I want this to go on forever. I want to feel every inch of your body, and taste every little bit of you!" I carry on with that idea, planting it in her head, letting her hear how eager I am for more so it will be OK for her to feel the same.

Then I kiss her again, tracing her lips with my tongue, giving her time to think.

I almost laugh out loud when she murmurs, "I want to feel you, too" in a shy little voice.

With a smile and another kiss, I pull her on top of me. Her lithe little frame settles comfortably along my length, feet tucked between my calves, knees spread a little to fall on either side of my thighs, her belly against mine, those firm little tits against my chest, and her head resting in the crook of my neck. Her hands are off my cock now, resting on my shoulders. Do I even need to mention that her pussy is sitting right on my cock? Her lips are spread across the middle of my shaft. I can feel how hot and wet she is, and I don't think she realizes at that moment how close I am to flexing my hips and jamming myself balls deep inside her. I know, though, that I would lose her right then if I do that. She has to decide for herself that it is time to fuck.

Instead, my hand roam down her back, falling quite naturally on her sweet little ass. I knead the soft, firm flesh there and kissed her cheek. When she looks up, I renewed my kiss, letting my tongue play against hers, feeling her body relax as her attention focuses on the dual sensations of my hands on her ass and my tongue in her mouth. Unconsciously, she wiggles against me, savoring the full-body contact and incidentally letting her pussy glide along my shaft. I encourage this by stroking her from thighs to back, each movement helping her grind against me a little more blatantly.

To keep things less obvious, I move my hands to her back and then stroke her shoulders and her neck. When my fingers slip into her hair, our kiss grew more intense. Even without my hands urging her along, she keeps sliding her pussy along my cock. I feel her moisture spreading along its length, and I know her clit is feeling better and better. Since I am leaking pre-cum as well, things are getting pretty slippery between us--too much to ignore, in fact. With only a little bit of exaggeration, I pause in our kissing and groaned softly.

"Grace," I say, "you feel so good against me...do you have any idea how good that feels?"

Again, I get a shy little smile in response. "You're so beautiful, and I can't believe how sexy you are right now."

Another smile, but this time, I kiss her in the middle of it to keep her from ducking her head. I want to keep her focused on the action again. I want her to imagine fucking me right now.