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Kate worked hard all her life. Things didn't come easily or naturally to her like they did to some people. She struggled in high school to get the grades that got her a full ride into UCLA, and she studied twice as hard to get her bachelor's degree and finally her PHD in literature. Kate loved literature, so when UCLA offered her a position as Professor of American Literature she was thrilled. This was what she had worked for all these years.

The only thing missing was the support of her husband. Having married a man 20 years her senior, they were in very different stages of life. Her husband Frank was 55 and ready to retire and travel while she was just starting her career at 35. Frank resented the energy she poured into her work and came to resent her as well. This led to a loveless, sexless marriage for the last 5 of their 10 years of together, not that the sex was ever very fulfilling. His performance was average at best, which matched his average body and average sex drive. At 25, when they first met, Kate was an idealist thinking an older man was safe and secure, so sex wasn't the end all be all. Now she was a horny, middle-aged professor who spent many of her lunches eating in her office fantasizing about her 20-year-old male students. You know the saying she laughed to herself, "Young, dumb and full of cum."

She was not only a good education, according www.rateyourprofessor,com she was rated among the hottest professors in the university. Kate liked to dress on the edge of sexy, showing just enough cleavage to feel like a cougar but not enough to get in trouble with the administration. It made her feel sexy to know students and faculty alike were likely masturbating to the mental pictures of her they took in their minds during the day.

Kate was just over 5 ft and had voluptuous breasts and an hourglass figure with a round ass and sexy legs. She was what young people these days called thick. And the stiletto heels she wore made her feel a bit naughty.

She prided herself on being there for her students, with an open-door policy and liberal office hours. Students were free to drop by with questions or to ask her advice without the need for an appointment. That's how she came to know Travis. He was one of those students who rarely came to class and didn't turn in a single assignment the entire semester. Now she guessed he was in her office to demand a passing grade since his daddy was a big donor to the university.

"HI, I'm Travis, Travis Wilson. I'm one of your students."

"Are you? I don't recall grading any of your papers. Mr. Wilson."

"Yeah, well here's the thing. I can't graduate without a passing grade in your class. If I don't pass, my father will kill me. Add that would make you an accessory to murder.

"I'm not amused Mr. Wilson.

"Perhaps there is something I can do to earn a passing grade."

"What are you suggesting, Mr. Wilson?

"May I speak freely? Oh, and you can call me Travis."

"By all means, speak away Mr. Wilson. "

"Well,I saw your husband on campus for the faculty/family brunch last month."

"And, your point is?"

"You're way out of his league, which would explain the way you look at me on those occasions I did make it to class."

"And what way did I look at you pray tell?"

Travis locked eyes with Kate. They were a piercing blue that made her heart race. His curly dark hair framed his strong jawline. His shoulders were broad, and he clearly worked out.

"Hungrily." He said "Sort of like you are looking at me right now."

"Don't be absurd." She retorted indignantly, although slightly fearful he may be speaking the truth.

"Nothing absurd about a beautiful lady with a husband to old to get it up, desiring young virile men." He replied without breaking their gaze. He wasn't wrong and his confidence made her excited.

"What makes you think I would cheat on my husband, risk my job and my marriage, not to mention my reputation in order to help a student pass my class after wasting the entire semester?

Travis stood up and unbuttoned his shirt to reveal a perfectly chiseled body. He was muscular and cut but not overly so.

"That's what you think I should risk everything I've worked so hard to obtain for?"

"Do you want to see more?" he asked unbuckling his belt.

"You may stop." she replied, "I didn't say yes."

"Your eyes said yes for you." He said and she was sure her eyes betrayed her. Kate wanted very much to see what was being offered, if only to think about the next time she was alone with one of her toys.

Travis unzipped his jeans and reached into his briefs pulled out a porn star size cock. It was twice the size of Frank's and was only semi-erect.

"Put that away before somebody walks in." She replied, trying to sound insulted. Again, she was betrayed by her eyes that must have said something along the lines of, "Put that in my mouth." Travis stepped towards her, guiding his growing erection to her lips. Kate's mouth stretched around the girth, taking him to the back of her throat. An unintentional moan escaped her as he began sliding in and out of her throat. He let out his own moans as he used her mouth greedily. Kate became very aware of her own excitement, drenching her panties. Sucking harder on his young hard cock she reached down between her legs to rub her swollen clit through the wet fabric. Kate came almost immediately, with most intense orgasm she ever experienced. Waves of vibrations engulfed the head of Tavis's thick member, as she moaned uncontrollably.

"I'm Going to cum." He groaned, attempting to pull out of her mouth. Kate would have none of that. She grabbed his ass, keeping him captive in her mouth. The flush of hot cum filled her mouth as she tried to swallow it all. She felt the warmth spill lout of the corners of her mouth. It was too much too fast to catch it all, leaving evidence of her transgression on the front of her dress. She released him from her mouth once she was sure she had sucked him clean and took a few deep breathes to compose herself.

"Well, you make a compelling argument Mr. Wilson. We can continue the discussion concerning your academic performance at the Coastline motel on PCH tomorrow evening at 5." Kate said. "Give me your number and I'll text you the room number when I arrive. I assume you are better at discretion than to are about attending my lectures.

"Yes professor. I can be discreet. Although anyone passing the office door a few minutes ago would be wondering about your ability to be discreet as well." He said putting hid cock back into his jeans. "If your lectures were her half as good as your other oral skills, I wouldn't have missed a single one." He said smiling slyly.

Travis left and Kate was feeling remarkably good about what had transpired. The absence of guilt or remorse surprised her. A young hot stud wanted what her husband had long ago abandoned. Kate felt sexy and vindicated. Any guilt she felt for what she perceived as her part in her failing marriage melted away.

Kate replayed the experience over and over in her head while driving home. She was so turned on she couldn't resist the desire to touch herself as she drove. Imagining what that thick erection would feel like as it filled her, she slipped 2 fingers into her dripping wet pussy. She came as she imagined him spilling his load into her, and again as she imagined him performing orally on her.

When she turned onto her street, she pulled over to compose herself, not wanting to pull into the driveway looking like a sex crazed teenager. Kate went from the car directly into the shower, feeling like she needed privacy to masturbate again. After 3 more orgasms she finally felt she could get through the night.

Frank was asleep when she left in the morning, not noticing her putting on a lacey black bra and matching panties. They made her feel sexy, like she had a naughty secret under her conservative professor's dress. By noon all she could think about was Travis and by three she was already wet. When four o'clock rolled around she could barely resist the temptation to touch herself on the drive over to the motel, wanting to be as horny as possible when Travis arrived.

Kate requested a room in the back, away from unnecessary foot traffic. She texted Travis the room number and took a seat on the bed to wait. The knock on the door startled her. She had only texted him two or three minutes ago. Travis was as eager as she was. He had been waiting in his car in the motel parking lot since four thirty.

Kate opened the door and stepped back to give her young stud a look at what he was about to get. He found her irresistible and didn't even try to hold back. He stepped inside, closing the door behind him, he grabbed Kate by the shoulders and pulled her body against his. She had never felt so desired in her entire life. Their lips met and his tongue found hers as they kissed passionately as his hands explore her body. Kate pulled his shirt off of him desperate for skin-to-skin contact. If she was supposed to be lady like, she failed. She didn't want to be a lady tonight or make love. She wanted to be his slut and fuck him.

Travis lifted her off her feet and threw her onto the bed before losing his pants and straddling her stark naked, his erection against her as he released the clasp on the front of her bra. Grabbing a breast in each hand he sucked one nipple, then the other.

"Harder, don't be gentle." She demanded.

He sucked harder and Kate moaned in approval. His mouth moved slowly down her body, his tongue tasting every inch of her soft skin as he worked his way down her body. He ripped her panties off and spread her legs wide. Kate did not resist, nor could she have even if she wanted to. She was a slave to her lust. Grabbing her thighs he pulled her hot wet pussy towards him and thrust his tongue deep inside her.

"Yes! Oh, fuck yes. "She screamed. She was not quiet and didn't care who heard. Alternating between licking her swollen clit and fucking her with his tongue made her crazy with desire. Her energy was infectious, and Travis moaned sending waves into her, stimulating her pussy.

"I'm going to cum." she moaned, just moments before her pussy flooded with her excitement. The room went dark as she came, making her think she was about to lose consciousness. When everything came back into focus, she was eye to eye with her young lover and she felt the head of his hard cock against her wet lips.

"Fuck me, please fuck me." She begged.

He felt enormous stretching her to accept the girth of his fat cock as it slid deep inside her. She felt so full. Then he began pumping rhythmically making her tits bounce with each thrust,

"That's it, Travis. Fuck me. Fuck me harder." His gentle rhythm became an almost violent pounding. The slapping sound of bodies colliding filled the room, along with the moans of pleasure and Kate's voice pleading to be used. Before long, she could no longer make actual words. Her speech devolved into primal screams of ecstasy. Tavis felt the walls of her hot pussy contract and quiver when she came on his cock, Bringing him to the edge.

"I'm close." He moaned, letting her know he was going to withdraw.

Kate's legs wrapped around his waist pulling him deeper.

"Fill me. cum in me. Please, I need it." His muscular body tensed, and she felt the jerking of his hard cock inside her followed by the flush sensation of hot cum pumping into her, the overflow dripping from her cunt down over her ass. Mor cum dripped from her tight pussy when he pulled out, making her feel very slutty. Kate liked feeling slutty.

As Travis laid on his back catching his breath, Kate sucked the mixture of cum and pussy off his cock. She was amazed he was still rock hard, so she climbed on top and impaled herself on his pulsing erection. She lifted herself until only the head remained inside her and then dropped herself down onto him over and over. Angling her hips so that each time their bodies met impacted her clit against his pelvis. Each time bringing her closer to orgasm until her body gave way to her lust. She convulsed with intensely, and he began thrusting up into her while she was frozen from ecstasy.

She felt another flood of cum as he came again inside of her, only this time the feeling of being filled made her cum again. Their two bodies pressed against each other locked together as victims of their animalistic desire. As her orgasm subsided, she collapsed on top of him. Kate had never felt so completely satisfied.

"That was an A+ performance" Kate said breathlessly.