A Fine Substitute

I had just stepped out of the shower after work when I heard my phone announce a message. I grabbed a towel, dried off one arm, and tapped the screen. What I saw brought a wide smile to my face.

"Bored and horny. Come over?" the message read.

Natalie and I had been friends with benefits for a couple of years. The sex was great, and it was easier than trying to play the dating game or find someone to hook up with all the time. We both had hectic schedules between college and part-time jobs, so it worked perfectly for both of us.

"On my way," I answered, and then hurried to dry off and dress. A few minutes later, I jumped in the car and headed to her house.

There were two cars in the driveway when I parked in front of the house, and one of them belonged to Nat's mom. At any other girl's house, it would have been either a disaster or an inconvenience. But at Natalie's place, it only made me smile again as I climbed out of the car.

That grin widened when her mom opened the door in response to me ringing the bell. Nat's mom was smoking hot, and every guy's favorite substitute teacher at the high school. Seeing her at home was even better.

She was wearing her red hair down, spilling over her shoulders instead of up in a bun. Those shoulders were mostly bare, obstructed only by the thin straps of the white dress she was wearing, and dotted with freckles. The hem of the dress only reached halfway to her knee, showing off a great pair of legs as well.

Her tits were the real showstoppers. They were huge, and the dress looked like it could barely contain them.

"Come on in," she said, and squeezed my bicep as I passed. "Did you just get back from the gym?"

I chuckled and said, "No, I haven't been in a couple of days." The flirtatious banter between us was something that had developed in the last couple of months. "Nice dress, Ms. White."

"Why, thank you."

That was when Natalie called out from her room down the hall. "Hey, when you're done perving on my mom, bring me a bottle of water from the fridge."

Ms. White folded her arms in front of her, which lifted her tits and made them look even more incredible. "Are you perving on me?"

"Would I do that?"

"I don't know," she said, and then grinned. She nodded toward the kitchen before strutting over to the couch.

My eyes dropped straight to her ass swaying back and forth. The dress wasn't tight enough to see much, but it was still a fine show.

"Hello?" Nat called out.

"Water. Got it," I answered on my way to the kitchen.

On the way back through the living room, I saw Ms. White putting on her noise-cancelling headphones. It wasn't my first visit to the house, after all, and she knew exactly what was going on. Thankfully, she wasn't a prude.

Natalie was lying on the bed in nothing but a red bra and panties when I walked in. She smiled at me as I closed the door, and then beckoned me with a waving finger.

I whipped off my shirt as I walked toward the bed, and sat the water bottle on her dresser along the way. Meanwhile, Nat sat up over her knees and popped the clasp on her bra. Our clothing fell to the floor in a rush. I was there to fuck, and she'd called me to get fucked, so there wasn't any need to talk about it or play games.

She had a head start, so by the time I was pulling down my pants, she was already naked and playing with herself. Fingers slippery with her juices wrapped around my cock as soon as it sprang free. Trying to wriggle and stomp my way out of the denim while she jerked me off wasn't easy, but I'd had plenty of practice.

As soon as my legs were free, I pushed her down onto the bed. She squealed in mock alarm, but it only took her a second to find my erection again when I crawled over top of her. They weren't as big as her mom's, but Nat had awesome tits, and they were calling to me.

Her hand squeezed around me and she gasped when I sucked her left nipple hard.

It was all raw sexual need as we writhed on the bed. She stroked me. I sucked her tits. She ground her pussy against my leg. There was no mistaking how wet and horny she was when she did that. As nice as her tits were, I was ready to head south. I let her nipple go and planted a kiss on her stomach.

Her phone sounded off the alert for an incoming message, but she ignored it to push on the top of my head. She was just as eager for me to get between her legs and eat her out as I was. Natalie was the first girl I ever went down on, and in all the years since, I'd never found a sweeter pussy than hers.

"Fuck yes. Lick my pussy," she barked at me as I dived in.

I heard the text alert tone go off again — though it was muffled by her thighs against my ears. Her yelp when I flicked her clit was

much

louder. She dug her fingers into the back of my head as she pushed me away from the sensitive bud. There was a half grin on my face as I resisted and tickled her hood with the tip of my tongue.

Then the phone rang, playing

Moves Like Jagger

.

Nat said, "Damn it," and let go of my head.

I assumed she was reaching for the phone to turn it off when she shifted on the mattress. I was too busy licking her to look.

Then she gasped and said, "Oh, shit."

The next thing I know, she's pushing on my head and trying to wriggle away. I held on tight and tongued her clit again, but that earned me a bop on top of the head. It was hardly what I expected.

"Stop," she told me, and I knew from the tone of her voice she was serious.

Frustrated, I pulled my head from between her legs. She immediately sat up and grabbed her phone. Before she answered it, she said, "Be quiet."

"Who is it?" I asked.

"Shh," she admonished, bringing a finger to her lips. There was a hint of an apology in her voice when she said, "Just a second."

I pushed up onto my hands, and then my knees while she tapped to answer the call and brought the phone to her ear.

"Hey," she answered the phone, and then said, "Yes, I'll take it for you."

I leaned back on my elbow, making sure she had a good view of my dick bouncing. She noticed, but turned to look away as soon as she did.

"Yeah, but it doesn't matter. A deal's a deal. Let me know how it goes. Okay. Bye."

"So what's up?" I asked, and stretched out a leg to tickle her with my toes.

"You're going to hate me," she said. "I have to go into work."

"Now?" I said, and then fell back flat on the bed.

She sighed and said, "Yes. Damn it. Jean took one of my shifts so I could go to that concert with you last month. I promised that I'd take a shift for her if she needed me to. She's got a date with this guy she's been flirting with for like

ever

, so today's the day."

"Great," I mumbled.

"I'm sorry," she said as she swung her legs out of the bed. Her eyes homed in on my hardon and she added, "

So

sorry. I want you so bad, but..."

"I get it," I told her, trying not to sound as irritated as I actually was. I had a good thing going with her, and didn't want to mess it up.

"Maybe there's somebody else you can hook up with?" she asked as she grabbed some moist wipes from a drawer next to the bed.

I shook my head and said, "Probably just head home." Then I slid out of the bed to grab my underwear. We weren't technically exclusive, but neither of us had been with anyone else in almost a year.

Natalie finished cleaning up while I pulled on my pants. I tried not to watch, knowing it was only going to leave me even more frustrated, but it's hard to ignore a hot, naked girl wiping her pussy a couple of feet away. After putting on my shirt, I sat down on the bed to put on my shoes and socks.

"Oh, shoot," she said in the midst of digging underwear out of her dresser. "Could you do me a huge favor and go get my work smock from the laundry room?"

"Yeah, I got it," I answered. She was still naked, so leaving the room was the only way I was going to get rid of my raging hardon. Once I had my shoes on, I opened the door just wide enough to slip out and headed for the laundry room.

Ms. White glanced my way when I walked into the front room. She did a double-take, and her expression left no doubt she was surprised to see me. I was surprised she was seeing me, too. The smock was easy enough to find, so I grabbed it and made my way back to Natalie's room.

"I take it I'm not going to need these?" Ms. White said when I walked into the front room again. She held up her headphones, and then sat them down on the coffee table.

I let out a rueful chuckle and said, "Probably not."

She shrugged and said, "Sorry."

"Yeah, me too."

Nat was wriggling into her jeans when I walked back in, so I left the door open.

"Thanks," she said as she buttoned her pants.

I laid her smock on the bed and said, "No problem."

"I only have to work four hours. Maybe you could come back over after?" she suggested.

"Have to see if I'm awake enough to make the drive. It's been a long day."

You would think an invitation for a booty call would be an automatic

yes

, but it was going to be an early morning. The thought of the round trip that late gave me visions of walking around like a zombie the whole next day.

She threw another idea against the wall while she pulled on her blouse. "Maybe I could come over to your place when I get off?"

Either she was feeling really guilty, or she was even more hot and bothered than I thought. Maybe both. It didn't really matter.

"Ed's going to have a couple of guys over tonight to watch the game," I answered.

Natalie sighed and buttoned up her blouse. "Well, I'll text you when I get off. Okay?"

"Sure."

She was dressed and almost ready to leave, so I hung out while she grabbed her purse, phone, and smock. I led the way out of her room, planning to walk her to the door.

Ms. White had other ideas when we hit the living room. She said, "Vince, is there any chance you could run to the refrigerator and get me a bottle of water?"

"Go ahead," Natalie said, and then puckered her lips into a kiss before continuing to the door.

"What's in it for me?" I bantered.

Nat's mom grinned and asked, "I don't know. What's it worth?"

Let me see those tits,

was the first thing that popped into my head. Of course, I didn't say it. I was drawing a blank otherwise, so I shook my head and said, "I got it."

"Well, that was easy," she remarked as I walked to the kitchen.

I brought her the water, and I was about to say I was headed home when she hit me with a verbal sucker-punch. "Pretty bad case of blue-balls, huh?"

"Holy... What the..." I spat and stammered, taken completely off-guard.

She chuckled and said, "Well, you do, don't you? I know why you were here, and I know you didn't have time to do it. At least I

hope

not."

With the initial shock fading, I regained my cool and said, "Yeah, they're probably a little blue."

Ms. White offered a sympathetic, "Aww," and then said, "I hate to see you leave like that."

I snorted and said, "You and me both."

"Maybe I could help you with that."

So much for keeping my cool. I was probably standing there with my mouth hanging open, looking like a complete dweeb. I honestly don't remember.

Ms. White stood up and said, "Natalie was just telling me this morning that I was bitchy and needed to get laid. So, we could help each other out."

"Nat would fuckin' kill me," I said as soon as the thought formed in my head.

She shrugged and said, "Why? You're... What is it you call it? Friends with benefits? Fuck buddies? You're not dating. You're just fucking."

"Because you're

her mom

."

"So, don't tell her. I won't.

She's

the one who told me to get laid." She held up a finger and smiled. "I know."

If I had any doubts that she was serious, they were gone the instant she grabbed the front of her dress and pulled it down. The straps snapped down off her shoulders, and out tumbled the biggest set of tits I'd ever laid eyes on for real.

She cupped them in her palms and said, "You've always wanted to see these, haven't you? What do you think?"

They weren't just big. They hung down a little, but they were round and firm for tits that size. She had big nipples, too. Her high-beams were on, and they burned straight through the fog of surprise in my head.

"You've got incredible tits, Ms. White," I answered.

"Thank you," she said, and then bent down to pick up the water I'd brought her. "If you want to see more, I'll be in my bedroom. It's up to you."

She swept past me — tits bare and bouncing — and strutted toward the hall. What Natalie might say if she found out was a moot point. Ms. White had me firmly in her trap, and I was only a couple of steps behind her. She glanced over her shoulder and moaned when she heard me following. The extra sway she added to her hips gave me something nice to watch along the way.

Upon reaching her bed, she turned to face me, sat down, and put her water on the nightstand. It only took me another second to step in front of her, and she went straight for the button of my jeans.

"And I've always wanted to see

this

," she said as she popped open the button and pulled down the zipper. Her hand slipped beneath the waistband of my underwear, and emerged holding my cock.

"I always told you that you had potential," she said while stroking me. "I just didn't know how much."

I groaned, hefted her right breast in my palm, and said, "You were always my favorite sub."

"I wonder why," she teased. "I bet there are still a few things I can teach you."

"You think so?"

"I'm pretty sure." She pushed my underwear down farther and squeezed my balls. "This is even nicer than the chocolate you used to bring me in class. I wonder if it tastes as good?"

"Only one way to find out."

"Mmm hmm," she moaned while pulling me closer. Then she bent down and tongued the head of my cock.

I groaned, and then grabbed the tail of my shirt to pull it off for the second time that evening. Her tongue moved to the shaft, wetting it with long, broad strokes. Once my shirt hit the floor, she reached up to drag her fingernails over my abs. I tightened up the muscles, and she responded with a growling moan. The next time her tongue slid up to the head of my cock, she parted her lips and took it in.

"Ah, fuck yeah," I groaned. She massaged my cockhead with her lips as she sucked, and kept her tongue working as well. A couple of seconds later, she took me deeper, sucking hard. After a dozen wonderful strokes, she let me pop free of her lips.

"Good?" she asked.

"Oh yeah."

She sat up straight and said, "A good teacher always motivates her students."

"Yes, Ms. White," I said, playing along.

A shiver shook her, and she closed her eyes for a second. When they opened, she said in a low, sultry voice, "Oh, that's so naughty."

I couldn't argue with that. "So, what now, Ms. White?"

She slipped into her teaching voice and said, "Why don't you finish taking those clothes off, and we'll see what you already know."

Stooping to untie my shoes proved to be an adventure with my pants pulled down to my thighs. The denim ended up falling to sag over my shoes, which didn't make stepping on the heels to get out of them any easier.

Ms. White's shoes dropped to the floor long before I could get mine off, leaving her in a pair of dainty ankle socks. She slipped her arms out of her dress straps, turned, scooted up to the pillow, and then lay back to pull up the hem. I had no trouble finding motivation to drop my pants and jerk off my socks when she slid a hand into her cream-colored panties.

Her fingers were still wriggling beneath the cotton when she cupped her left breast in her other hand and said, "Come up here and demonstrate what you know about foreplay, Vincent."

I grinned and climbed into the bed. The hand between her legs moved a little faster and she moaned when her eyes focused on my twitching cock. I crawled to the head of the bed, and though it was hard to ignore the temptation of her tits, I kissed her lips instead.

"Mmm, that's a very good start," she said after the brief kiss.

"Thank you, Ms. White," I responded before kissing her again — much harder.

She drew in a long breath after I pulled away from the tongue-wrangling kiss and said, "Very, very good."

That was the limit of my endurance. I laid my hand on her right breast, letting the stiff nipple poke me in the palm, and caressed it with my fingers. That set off a flurry of activity from the hand in her panties, and drew out a moan.

"A little bigger than what you're used to, aren't they?" she asked.

A little

was an understatement. Natalie had great tits, but her mom easily had two cup sizes on her. I gave her breast a squeeze, and then patted it to make it jiggle. "Yep. Love them."

"Well, show me how you treat them, then. That's an important part of foreplay."

I moved my hand to the side and brushed my finger over her nipple. She sucked in a gasping breath, arched her back, and then moaned. Then I reached across to give her other nipple equal treatment.

"Very good, Vincent. Always pay attention to both, and start off gently."

"Yes, Ms. White," I said, since the whole teacher/student thing seemed to be making her hot. I have to say that it was doing the trick for me, too. I moved back to her left breast, cupped it, and then bent down to give her nipple a lick.

"Oh! Oh my," she cried out, and then shook with a chuckle. "You've been doing your homework," she continued, though the last word changed into a whimper when I gave her another lick.

"I think this is just one of my good subjects."

"You're certainly starting off well."

I sucked her nipple then, loving the way it felt between my lips. Like her tits, it was huge. I swiped it with my tongue as I softly sucked, getting it good and wet, and feeling the texture of it in a way I never could with Nat.

I let it slip from between my lips, and making sure my breath was washing over it, asked, "How's that, Ms. White?"

"Well done, Vincent."

"Maybe a little harder?"

She blinked her eyes and moaned. "That's the way. Find out what she likes. Yes, harder.

Much

harder."

Who was I to argue with that? I moved to her right nipple and sucked it hard, squeezing it with my lips as well. Her long, deep moan encouraged me to keep it up. For good measure, I pinched her left nipple as well. That earned me another encouraging sign when I felt her fingernails scraping my back.

"You like it that hard?" I asked as I switched the position of my lips and fingers.

"That's perfect," she answered when my lips locked onto her nipple again.

It seemed that no matter how aggressive I was, she was always ready for more. She didn't even balk when I gave her a nip of my teeth. I squeezed, sucked, pinched, and licked her awesome tits, living out a fantasy that had crossed my mind more than once. She moaned and whimpered the whole while.

"You do know the purpose of foreplay, don't you?" she asked after a couple of minutes of me worshiping her breasts.

I let her nipple go just long enough to answer, "To make you wet," and then sucked it strongly enough to pull her areolae into my lips.

Her voice still had a teacher's cadence, but was much higher when she said, "That's right." She took a quick breath and regained control of her voice. "The purpose of foreplay is to make her vagina lubricate, and your penis erect so you can penetrate her more easily. Let me see how that erection is coming along."

I held onto her nipple as I lifted my head, letting it pop from my lips, and then pulled my knees under me. Her fingers curled around my cock and squeezed.

"Yes, that seems to be nice and hard, Vincent."

"What about you, Ms. White?" I asked as she lightly stroked my shaft.

"Well, let's see about that," she said, and finally pulled her hand out of her panties. Her fingers were glistening all the way to the second knuckle when they emerged from beneath the cloth. "Yes, I seem to be quite wet. See for yourself."