History Lesson 3

Thanks to Wickedinside for editing my story, I appreciate your help.

*****

I was sitting at my desk in History class, staring off into space, fantasizing about my teacher, Miss Smith, when I felt a tap on my shoulder.

"Not paying attention again?" Miss Smith asked me as I snapped out of my reverie.

"Um, no, sorry," I replied, embarrassed.

"Stay after class, I need to talk to you," she said to me before turning away, "Jesse, do you know the answer?"

I slumped down in my desk, wishing I could disappear.

*

As the bell rings, everyone rushes out the door except me. I look up towards the teacher's desk where Miss Smith is sitting. She is a gorgeous lady. About 5'8", nice breasts, always dressed to the nines, sandy shoulder length hair and the most beautiful green eyes I have ever seen in my 18 years.

"Tim, we need to talk. What is going on in that head of yours?"

"I don't know," I mumble.

"You're a bright young man, you've carried a 95 average throughout all your previous History classes, yet this year you're barely passing. I know you're capable of the work. Is there anything going on that I can help you with?"

Yeah, you could take care of my erection, I think to myself. "No, I guess I'm just overtired or something," I reply as I stand up and walk towards the door.

"Tired? Aren't you sleeping at night?"

I stop before the doorway, "Well, I am kinda stressed this year, it's my senior year, and my parents want me to go to a good college and all..." my voice trails off.

"And?..." there's something about the way she asks me, a look in her eyes I can't describe, that causes my mind to go blank.

"Um, yeah. I guess I don't know what I want to do and that's why I haven't been paying attention," I tell her, hoping she buys my excuse. I know what I want to do. Her. On her desk.

"Come back after school today; we can discuss this further. I don't want you to be late for your next class," she says as she gets up and starts erasing the chalkboard. I stare at her for a moment, watching as she reaches up to get what she wrote at the top of the board, how her dress rides up a bit, how her breasts stand out, how her hair flows over her shoulders. I hurry out the doorway before she can say anything else.

*

3:00 pm. I head back to Miss Smith's room as all my friends head home or to practice or whatever else they have going on.

I stop at the bathroom and splash cold water on my face, trying to cool my thoughts, before heading to her room.

She is leaning over a desk, shuffling papers, giving me a perfect view of her bottom as I walk in the room. I hold my notebook by my waist, trying to conceal my erection. I watch for a moment before clearing my throat,"*ahem*, I'm here Miss Smith."

"Oh goodness!" she jumps a bit, her butt shaking, making me a bit hornier,"I didn't hear you come in." As she turns towards me, I see that the top two buttons on her dress are undone, exposing a bit of decollatage.

"Um, yeah, sorry," I mumble, transfixed by the skin showing, I can see more cleavage than I have ever seen her expose.

"Okay, so what seems to be the problem you're having? You mentioned your parents want you to go to a good school, is that not what you want?"

"Well, Miss Smith, uh..." I stammer, trying not to envision her unbuttoning her dress further,"I do want to go to school, but I don't know what for. I was thinking of maybe taking a year off or something and getting a job."

"Really? How do your parents feel about that?" Miss Smith asks, walking towards me, crossing her arms under her breasts.

"Um, they were not at all pleased when I mentioned it," I reply, looking at her chest, then moving my gaze to the floor.

"I can imagine; you are a brilliant student and I am sure you would excel at anything you put your mind to," she says in a reassuring tone.

I'd like to put something else to you, I think to myself. "Um, thanks, yeah..."

She steps closer to me and puts a hand on my shoulder, petrified, I look up at her. Our eyes meet each other's. Her eyes are a brighter shade of green than they were this morning in class.

"Would it help if I talk to them for you?"

"Um, I don't know," I reply nervously, tearing my eyes away, I look at her hand on my shoulder.

"I'm sorry, does that bother you?" she asks, removing her hand. I can feel the warmth where she was touching me.

"No, it's good," I let out an apprehensive chuckle.

She puts her hand back on my shoulder, "I meant this," she says.

I can feel the blood rushing to my face so I look down to the floor, "it's okay, I guess."

"Only okay?" she asks.

I cannot answer.

She reaches up and lifts my chin so I am forced to meet her gaze, "Only okay?" she asks quietly.

"I mean, um, well, uh, it's really nice," I can feel my breathing become a bit ragged as I am unsure what she means to do. Part of me secretely hoping that my fantasies might come true, part of me scared to death that someone might walk in and see us, afraid that maybe I am misunderstanding what she means.

"Ah, I see. Do you have a girlfriend Tim?" she whispers as she caresses my cheek.

"No," I reply sheepishly. My classmates have been merciless in their teasing of me about not seeing anyone. I can't help it my parents are strict and won't allow me out at night nor to have friends over.

"You're a handsome young man, I am surprised you don't. Several of the girls in your class think you are quite handsome and wish they could go out with you. A couple of the female teachers as well, but you didn't hear that from me." she whispers conspiratorially.

"Really? I, uh, I didn't know that."

"Well, if you weren't so busy daydreaming, you might notice them checking you out, silly," she moves a bit closer to me, close enough I can feel her breath, smell her perfume. I want to look away, but there is something in her eyes that enthralls me. "I know I find it hard to teach sometimes when you're in the room," she says into my ear, her voice a throaty whisper.

I can feel my ears burning.

"It's alright, it's a Friday afternoon, all the other teachers are gone so there's no one but us right now. Why don't you tell me what you daydream about?"

"Um, stuff, I, uh, I don't know,"

"I think you do," Her hand moves down my arm.

"Um, maybe..." Her hand closes on mine. I have never had a woman touch me before.

"You can tell me..." She turns toward her desk, pulling me along behind her. She sits down on her desk, legs crossed, dress riding up her thighs, she holds my hand with both of hers.

"I, uh, think about sex..." I look down, feeling ashamed after having said it. Ashamed that I have a raging hardon that I am quite sure she has to have noticed by now.

"I see," her fingers trace circles in my palm. "Does it bother you? Me asking these questions?"

"A little bit," I whisper.

She leans close to me again, mouth next to my ear, "I'll make you a deal. Be honest with me and I will be honest with you."

"I'm not sure what you mean, Miss Smith," I reply, feeling a bit scared.

She reaches behind her and takes a piece of paper from under a textbook and holds it in front of her for me to see.

My mouth hangs open, a look of horror on my face. It's a drawing I made.

"See, I think I am pretty sure I know what you are thinking about, Tim."

"Um, I'm sorry, Miss Smith. Oh my God, I didn't mean to." The drawing is of a young man and a lady together, joined at the hips, lips locked together. The young man is me, the lady is Miss Smith, right down to the dress she is wearing today.

"You dropped this earlier today. I thought it was a homework or something, imagine my surprise when I saw what it really was. You are really quite talented as well as smart." She puts the drawing back down on her desk, "If you don't mind, I'd like to keep this."

"Sure, I guess that's alright," I say feeling a little relieved and abashed at the same time.

She starts stroking my hand again, "Your hands are quite special if they can create that." She raises my hand to her mouth, and looks me in the eye. "I wonder what else they can do," she says before kissing my fingers. "I bet you are quite talented at other things too, you just need a bit of confidence." Her lips meet each of my fingers. I can feel my cock straining against my pants. My breathing is ragged. I stare incredulously at her as she takes my index finger and puts it in her mouth, sucking gently on it, her tongue flicking against my fingertip. I have never been so aroused in my life, yet I can only stand there dumbfounded.

"Do you mind me doing this?" She takes my finger from her mouth and kisses it,"It seems like you enjoy it." Her gaze moves down, I follow it and see that she is staring straigh at the bulge in my pants. "And it seems like he enjoys it as well." She holds my hand in one of hers, kissing my fingers again as her other hand touches my bulge. A little noise comes from my throat. "What's that," she asks, here hand slowly moving back and forth along my bulge.

"That feels nice,"

"I can think of something that feels nicer," she takes my hand that she had been kissing and holds it against her breast. I can feel her nipple through her dress. I squeeze her breast a bit.

"That's even nicer," I whisper.

"I thought you might like it." She removes her hand from my crotch and looks me in the eye again, her eyes filled with passion. "You have to promise me one thing. Well, two things..."

"Go on."

"One, no one can know about this. What we are doing right now."

"Sure, my lips are sealed, Miss Smith."

"Good, and number two. We can do this more, but you have to pay attention in class. Bring your grade up. You can stay after every Friday for some 'special' help." The way she said 'special help' made me want to promise her anything.

"Anything you want, Miss Smith."

"Anything?"

"Yeah..."

"Hmmmmm...let's see," She grabs me by the butt and pulls me against her. I can feel her body pressed against mine. I can feel her warmth through my clothes, sure she can feel my erect member through our clothing. "I want this first." She plants her lips on mine; not sure how to respond I stand there for a moment. She pulls back,"How did that feel?"

"Really great," I whisper.

"Ok, well, let's see what else I want," she says huskily as she kisses me again. My hands are on her shoulders, I have no idea how they got there, holding her as she kisses me. I can feel her tongue against my lips, so I open my mouth a bit. She slips her tongue into my mouth where it eagerly meets mine. Our arms envelop each other as our tongues twirl against each other's. I never want this moment to end. After what seems like forever, yet also only a brief instant, she pulls back.

"You're pretty good at this for someone who has never kissed anyone before. I'll tell you what." She turns away from me and scribbles something on a piece of paper. "Maybe we can have weekend study sessions as well. That might be better," she tells me as she folds the piece of paper and reaches into my front pocket with it in her hand. I can feel her hand against my thigh as she releases the paper. She stands up slowly, her hand still in my pocket, pressing against me. I feel her hand slide over a bit and grasp my cock. I let out a small gasp. She lets go and removes her hand from my pocket. "I feel bad teasing you like this, but, unfortunately I have somewhere I need to be. My number and address are on that piece of paper; whatever you do, do not lose that! I want you to come to my house tomorrow afternoon, around 3ish. Call me first. We can pick up where we left off today." She kisses me on the lips again. "We really should get going, I'll be waiting for your call."

"Absolutely, Miss Smith. Tomorrow." I turn and walk out of her classroom; my heart feels like it's skipping a beat, my head in the clouds. I look over my shoulder as I walk away and see her smiling at me. I wave as I head home, smiling like I just learned how to.

*

Saturday

I had no trouble convincing my parents to let me leave, I told them I needed to stop by my job to pick up something. I walked down the block towards the grocery store where I worked, but continued on past, hoping they weren't watching me. I felt a strange kind of elation washing over me as I walked down the street towards where Miss Smith lives. I called her when I passed the store. She picked up midway through the first ring,"Hello?"

"Hi, Miss Smith?"

"Tim, how are you doing?"

"Awesome, how are you?"

"Excited. Are you on your way?"

"Yeah, I'm walking over now. I should be there in about 10 minutes or so."

"I can't wait to see you."

"Neither can I. Wait to see you, that is," I say nervously.

"When you get here, ring the doorbell and come in. The door will be unlocked. I'm upstairs doing some cleaning."

"Ok, will do."

"See you soon." She hangs up.

I put my phone away, filled with nervous anticipation. Unsure of what is going to happen, yet wanting it to happen, whatever it is going to be. The stuff I dream about for sure, I can feel my cock swelling as I walk down the street. I put my hands in my pockets, hoping no one notices, as I walk a bit faster.

*

I come up to a Cape Cod style house that matches the address Miss Smith gave me. It's a Colonial Blue color with white shutters and a red door, stereotypical New England style. I walk up to the door and stand there a moment. I can hear some music playing, the latest Adele album from the sound of it. Gathering up my courage, I ring the door bell. I hear the chime, over the music, as I open the door and let myself in.

"Hello! Miss Smith?" I call out as I close the door behind me. I take my shoes off and leave them next to the door where I see Miss Smith leaves her shoes. I cannot believe I am here. At her house. To do I don't know what.

Remembering that she said she would be upstairs, I slowly ascend the carpeted staircase to the second floor. I can hear the music coming from a room at the back of the house. She must not have heard me, I say to myself. "Hello, Miss Smith," I call out again as I walk towards the music.

"Come in, Tim."

I stand outside the door to the room the music is coming from for a second, wondering if this is her bedroom, and what lays beyond the door. I reach for the doorknob tentatively and open it. The room is much as I imagined it would be. A queen size bed against one wall, dressers and a mirror against the wall opposite the bed, light beige carpeting, white drapes pulled shut, overhead light on and Adele playing. I don't see Miss Smith though. I walk into the room and as I do, she steps out of the closet. She is wearing a short skirt and a tube top that hugs her figure. I stop, my breath catches in my throat. I've always imagined what she would look like at home, but she is even more gorgeous than I ever would have thought. I look at her, her hair is tied up in a pony tail, she is not wearing any makeup , but I think that makes her more attractive. She's also not wearing any shoes, I look at her bare feet, toe nails painted red to match her skirt. "You're the most beautiful person I have ever met." I say to her.

"Why thank you." She blushes as she walks towards me. Somehow that makes her even more beautiful to me. "Have a seat on the bed. How are you doing today, Tim?" she asks me as I sit down.

"I'm doing well, a bit nervous, but well. How are you, Miss Smith?"

She leans over and kisses me full on the mouth. "Quite well, thank you." she says after the kiss. She stands in front of me. "Do you like this skirt?"

"It looks amazing on you."

"I'm glad you like it, I would wear it to school, but it seems like it would be a tad inappropriate for a teacher to wear," she laughs,"but, I wanted to show you."

"You are truly a gorgeous lady, Miss Smith."

"Flatterer," she kisses me again,"the say flattery gets you nowhere, but that's a load of bunk. Don't you think so, handsome?"

"I suppose so, Miss Smith."

She puts her hands on my shoulders and looks me in the eye. "You can call me Rachel here, Tim."

"Sure thing, Miss Smith...I mean Rachel," I feel like I've been invited in on a grand secret that no one else knows.

"So, where did we leave off yesterday?"

"Um, I think we kissed..." I say a bit nervous.

"Silly boy," she lightly slaps my shoulder "Only kissed?" She puts her hand on my crotch, my cock is already hard. "Oooh, you're excited to see me, aren't you, Tim?"

"Yes" I want her to kiss me again, her hand to keep touching me there between my legs.

"Well, I'm excited to see you as well." She pulls her skirt off, I can see she is wearing a red lacey thong underneath. I have never been this close to a, mostly, naked women. All I can do is look at her body, taking it in, burning it into my mind.

"Do you like what you see, Tim?"

"Oh God, yes, you're perfect, Rachel," I tell her. I can see the shape of her vagina through the fabric of her underwear. Can see that she keeps it shaved.

"Mmmmm, there you go with that flattery again," she kisses me again, her hands pulling my shirt up. I lift my arms so she can pull it off. "Oooh, look at you. Do you work out?" she asks as she runs her fingers across my chest. I've never felt anything so amazing in my life.

"Well, maybe a bit. I have to carry some heavy stuff at the grocery store, so I try to keep in shape." I tell her.

"You're very well built," she kisses my neck as her hands rub my chest. She traces a finger down to my navel and back up. "You feel amazing, Tim."

"Thank you...You feel great too, Miss Smith," I say as I tentatively touch her waist.

"Don't be afraid," she pulls her top off, revealing a lacy bra that matches her thong. I can see her pink nipples through the fabric. I reach up and cup her breasts, feeling them, how firm yet soft they are. I can feel her nipples harden under my hands, so I touch one with my fingertip. I trace along the edge of it, feeling how she reacts to my touch; her breath catches a bit.

"Those talented hands of yours, how I've wanted to feel them all over my body." I kiss her neck while feeling her breasts, her hands move down my body, I can feel them slide under my jeans. "I've wanted to touch you all year, dreamt about it since September." she tells me as she unbuttons my pants while kissing my ear. "And now I'm going to devour your body, what do you think of that?"

"Please, I've wanted you ever since I met you," I continue kissing her neck, while sliding a hand under her bra to feel her skin.

"Let me help you a bit," she reaches behind her and unclasps her bra. It slips over her shoulder, exposing more skin, making me more aroused, my cock strains against my fly that she is unzipping. I pull the bra off her, exposing her breasts and nipples for me to see.

"You have the most amazing breasts," I kiss her shoulder, cupping one of her breasts while I kiss the other, taking the nipple into my mouth and suckling on it.

She finishes unzipping me and pulls on my pants, I raise my hips and she pulls my pants and underwear right down to my knees. My turgid member pops free. She looks down at it,"You're cock is a thing of beauty," she breathes in my ear as her hand touches it.

"Oh, Rachel," I moan, while sucking on her nipple.

She wraps her hand around me, holding it for a moment before moving her hand a bit. Up and down the shaft. The greatest feeling I've ever had. She kisses my neck, shoulders, chest, stroking me slowly. Kisses my stomach, trailing down my navel, I stop what I am doing to watch; her kisses move down further. She grips me in her hand, her mouth inches away from the tip of my penis, and looks at it for a moment before kissing the head of it. She looks up at me and kisses it again. I gaze into her green eyes, enjoying the sensation, wanting it to last forever. Rachel licks the tip of it, kisses the underside of it several times, cupping my balls in her hand, she licks me from the base of my shaft to the tip, then kisses the tip again. A drop of precum leaks from it. "Feels good?"