Extra Credit Ch 02 Pt 2

Well here it is, almost the last chapter of this story. The last part will be up next week, I’m just about finished. This part and the last part of the story were co-written by a very special lady without whom you wouldn’t be reading this. Enjoy!

James spent the first hour of the car ride eying Shannon’s sexy body, while trying to keep up with their conversation. His eyes shifted from her long, tanned legs, flexing and shifting over the gas and clutch pedals, which were left bare up to her thighs by her short, white mini-skirt, to her pendulous breasts held in check by her tight black blouse, to the beautiful perfection that was her face, her high cheek bones, her large, dark eyes, her long brunette hair, slightly curled and in a ponytail.

After some time James’ stomach growled loudly. Shannon looked at him and smiled. She loved the way this young man couldn’t keep his eyes off her. It sent a thrill through her, a tingling between her legs. Yet mixed in with that feeling of lust was one of motherly affection for the eighteen-year-old sitting beside her.

“Sounds like someone is hungry, should we stop at this truck stop up ahead?”

“Yeah I guess so, I could eat some greasy trucker food,” James laughed.

To the patrons of the truck stop, nothing was strange about this black car pulling into the parking lot. But when the door opened, every trucker worth his beard took notice. One long leg at a time, they all gawked as Shannon stepped out of the car. She reached skyward to stretch after the long drive. The truckers drooled as her chest rose with her arms, the large and soft globes obviously unfettered by any bra. The black fabric clung to Shannon’s breasts and held them tight as her outstretched arms lifted them. With her back arched like a cat’s, she bared a bit of tanned midriff, and her white mini-skirt accentuated her tight, round ass and her toned, runner’s legs seemed to go on forever.

“Goddamn, that sure would make my trips a lot more fun,” one trucker said, his eyes burning a hole in one of the most perfect asses he’d ever seen.

“Bet she could suck your soul out through your dick, look at those lips,” another said.

All their compliments stopped when they saw James step out behind her. To them, he was just another lucky bastard kid that had lucked up and scored the mother load.

“Can you believe this shit, that kid looks like he’s still in high school? That woman needs lovin’ only a real man could give her,” one of the truckers said.

The truckers all quieted down when Shannon and James entered and seated themselves at a table in the corner.

Shannon scanned the room out of the corner of her eyes, trying not to be noticed. She realized that every trucker in the room was doing the same thing she was but they were all starring at her. All the attention sent a little shiver down her back. Shannon had never in her life had so many men starring at her. She could almost feel the testosterone in the air. Being the object every man in the truck stop desired did fuel Shannon’s growing self-appreciation.

“Maybe you shouldn’t have dressed so…….provocatively,” James said, looking over the menu with a blank expression.

“Why do you say that?” Shannon said, knowing all too well what a skimpy outfit can do to men.

“Because you probably look like fresh meat to all these guys. I bet every last one of them would just love to get you naked in the back of their rigs,” James said, a smile forming at the corners of his mouth.

Shannon blushed; the thought of being taken by one of these men had crossed her mind briefly. Not that she found any of the men attractive, but there was something about the thought... Shannon rubbed her leg against James’. “Maybe I should ask one of them to show me their big truck,” Shannon said.

“Not on my watch,” James said, rubbing his hand over Shannon’s smooth thigh.

The two ate their meals and talked for about an hour at the trucker’s expense before they were ready to leave.

“I’ll just be a minute, need to go to the bathroom. I’ll meet you in the car?” James asked.

“Ok, I’ll get the tip,” Shannon said.

After she had left a tip on the table Shannon started toward the door. She looked around, noticing that all the truckers were still starring at her ass. “Can’t blame them I guess, dressed like this, I’d be surprised if they didn’t stare,” she thought to herself. Right before she got to the door Shannon was seized with a very naughty idea. She dropped her purse on the ground, making sure to gasp loud enough for everyone to take notice. Stopping, she slowly bent over to pick it up. Her heart fluttered quickly and her pussy started to get wet. Because she didn’t bend at her knees, her mini-skirt slid up the backs of her shapely thighs, stopping at just the right spot to give all the truckers a view of the very bottom of her ass. She could feel her thong tighten across her freshly shaved pussy lips and wondered if any one else could see those plump lips between her legs. After taking longer than usual to pick up her purse, she went out the door and got into her car. She felt her pussy on fire with the knowledge that there wasn’t a soft cock in that truck stop.

A minute later, James hopped into the car and off they went. “I’m glad we’re out of that place, guys were giving me the creeps,” James said.

“Yeah, I wonder what got into them?” Shannon said, arranging her large breasts in her blouse.

“Yeah, I wonder,” James laughed.

The couple drove for two more hours before stopping at a little motel on the side of the interstate. “Wait here and I’ll go pay at the front desk,” Shannon said.

There was an old woman at the front desk. She gave Shannon the once over when she walked through the door. The old woman spotted James in the car and formed her own opinion about Shannon. “Probably paid for an escort to feel a little younger,” the old woman thought. “Still, wish I had a rack like hers when I was younger.”

Shannon paid the old woman and drove around to their room. Once inside the room, James hopped onto the bed and lay on his back. He looked down at the growing bulge in his pants and made sure Shannon was aware of it as well. Shannon walked over to the bed and traced the outline of James’ cock with her index finger. Shannon wanted to give in to her desire and take James’ beautiful cock into her mouth, but decided to make him wait. After all, where was it written that he was the one in charge? Then she walked into the bathroom. James thought she must be getting undressed but then he heard water running. “That little tease,” he thought.

Shannon smiled as she stripped off her clothes. The tight fitting fabric, not wanting to release her body, slowly relented. Her breasts popped out of her top and stood at the ready, small brown nipples hard and high. Shannon had been waiting to get James alone again without fear of interruption. She looked into the mirror and admired her figure. For a woman approaching thirty, she could easily pass for a 21 year old. “Good things come to those who wait,” she thought, running her hands over her flawless figure. She loved the way her large, D-cups were firm, sagging only enough to profess that they were real. Her stomach was soft, yet flat, her hips full, and her legs long and athletic. “A Playboy model,” she thought with a thrill, then she remembered how hot it made her, showing off to all the truckers.

Shannon stepped under the hot water and thought that after the truck stop, James wasn’t the only one in need of some lovin’. Shannon soaped her soft body, her fingers tracing down to her lust-swollen mound. They traced over her narrow strip of dark hair, finding her clit and gasping. The water felt wonderful as it traced her every curve. Shannon groaned lightly as the warm water trickled down her pussy lips and between her thighs. The hot water tingled on the bare skin around her pussy and her soapy fingers marveled at how smooth those hairless lips were. How sensitive it was. As Shannon continued her shower, her mind began to fill with thoughts about James’ young cock. With her eyes closed she could see every vein; she could remember how it tasted as she licked her lips.

James removed his clothes and lay in bed. His cock was at full staff as he heard the water turn off. The thought of making love to Shannon again had him almost bouncing in bed. He looked at his cock. Every inch was waiting patiently for Shannon’s warm body. After a few minutes the door opened and Shannon walked out in a towel. Her long dark hair was still wet and James knew that look in her eyes. With beads of water clinging to her voluptuous body, Shannon saw what she wanted. She walked to the edge of the bed and undid her towel. James gasped as her nude body was revealed to him, his eyes quickly stealing a look at her shaven pussy.

Shannon could feel his eyes on her nearly bald pussy and blushed at the attention. “I thought you couldn’t look any hotter, but… wow!” James said.

The compliment gave Shannon a rush of self-satisfaction. “You always know what to say to get me wet,” Shannon groaned.

She kissed the tip of James’ cock then straddled his stomach. James sat up and their lips met in a sensual kiss. Shannon was in control now and she was going to make her young lover into a man. Shannon ran her fingers through James’ dark hair. She sucked his tongue, loving his taste. “Just lay back and let me do everything,” Shannon said, pushing James onto his back.

Shannon sat on top of James like a tigress on prey. She loved the way James’ body felt beneath her. Every inch of his body was hard. She kissed him again, nibbling on his bottom lip. She kissed down his neck, her tongue encircled his nipple. She sucked each one gently, then harder. When she was finished, James’ nipples were like pencil erasers.

“I want you inside me so bad,” she said, continuing to lick down James’ chest, her dark, wet hair spilling over her face.

She kissed all over his abdomen, leaving little hickeys. Sliding her fingers around James’ large cock, she teased it with the bottom of her tongue, sucking one of his balls into her mouth. Her delicate hand jerked up and down along his saliva-slickened member, amazed at how something could feel so soft, yet so hard. She could see every vein. It was like concrete.

At last, she took him into her mouth and the warmth of Shannon’s mouth enveloped James’ cock

“Goddamn……..suck it……yeah that’s it,” James said as his hand clutched the back of Shannon’s head, fingers raking through her soft hair.

Shannon could taste precum immediately as her tongue swirled around the engorged head. She let out a small moan to show her desire. Shannon took a breath and opened her throat. Inch by inch, James’ cock disappeared. Shannon could feel her throat surrounding the massive member, and when she had exhausted her air she let the cock slide from her mouth. She licked down the side and back to James’ balls. The musky smell drove Shannon wild. Here she was in a hotel bed with a younger man, the thoughts running through her head fueled a growing sexual fire. Feeling more naughty than usual, Shannon lightly licked James’ asshole. She had never even thought about doing that with John, but there was something about James that brought out these forbidden desires. The taste was not at all what she expected and she decided that she liked it. James liked it too and let out a little gasp.

“Do you like it when I lick you ass,” Shannon asked. She couldn’t believe what she was doing or saying.

“Yeah, I think I do,” James said smiling.

Taking the cue, Shannon licked his hole again. Her tongue probed as deep as it could. Shannon took her little finger and licked it then slowly pressed it into James ass.

James was a little surprised by the sensation, but it wasn’t a bad surprise. Not hearing any objections, Shannon put her middle finger inside James ass and began fingering his asshole. She took his cock back into her mouth and began sucking fast and hard. The combined sensations sent chills through James’ body. Shannon could feel his cock beginning to swell.

“Come on give it to me……yeah give it to me….” Shannon said with her mouth wide open and her finger furiously moving in and out of James’ ass.

James sat up quickly and laid Shannon onto her back. He straddled her chest and aimed his cock at her mouth.

“Oh fuck…..here it comes………..I’m cummmmiiinnnnnggggg,” he shouted.

The first shot flew right into Shannon’s mouth and she swallowed every bit greedily. The second volley landed obscenely between her eyes and on her cheek. The third again found its way into her mouth and this time she savored it. The fourth hit her under the chin and the rest dripped onto her tits. James collapsed to the side as Shannon’s tongue swirled his cum in her mouth. Once she swallowed, she used her finger to guide the rest of the cum off her face into her mouth. She then sat up and took James’ softening cock into her mouth and sucked for all she was worth. The final remnants of cum disappeared down her throat.

Shannon looked down at her body. Her tits were covered in cum, rising with each breath. She was made for fucking, and she liked it. “Mmmmmmmm…. every part of you tastes good,” Shannon said, kissing James’ neck.

James was still out of breath. The woman lying next to him had drained him expertly. For a split second, Shannon thought about what John was doing right now, because his wife was in a hotel bed with another man’s cum all over her face. The pure sinfulness of the thought made Shannon’s pussy become even wetter.

“That’s my boy,” Shannon said, noticing James’ cock becoming fat again. “Are you going to fuck me with that thing?” Shannon said, kissing James.

“I plan to.” James rolled his youthful body on top of Shannon.

James looked down at Shannon. Her eyes were filled with desire. Her chest rose with deep fast breathes. The moonlight made every curve of Shannon’s body glow. He couldn’t believe that this woman, his teacher with the body of a model, was laying next t to him with his own cum covering her tits. He took one nipple in his mouth and sucked as hard as he could. Shannon’s cunt was on fire.

“God, I want you so badly,” Shannon said.

James spread her legs with one hand as his tongue licked down her flat stomach, briefly into her sexy navel, then down to the sweet junction between her legs. He had enjoyed eating this older woman when she had only trimmed her pubic hair, but now that she was nearly clean-shaven, he went to town. She was so smooth, he thought as he ran his tongue across the fat lips of her bald labia. “God, she’s so fucking incredible!” James thought to himself.

Shannon could feel the stubble on James’ young face between her thighs; it tickled a bit but only added to the moment. When his tongue made contact with her pussy, it was like all the sensations that she’d felt before from this young man’s tongue were magnified ten fold. One hundred fold! His tongue darted across her slit, back and forth, teasing her clit, holding it in her mouth as he made circles with his tongue. He sucked the engorged flesh of her pussy lips into his mouth and she moaned out, “Goddamn…………ohhhhh fuck that feels good.”

“You taste like honey, and you are so fucking soft,” James said, releasing her slick pussy.

Shannon could feel the fire build and build and knew that it wouldn’t be too much longer. James wanted to taste Shannon’s cum as she had tasted his just moments ago, and Shannon was fine with that. She clutched his head between her taut thighs like a nutcracker, grinding her pussy into his face. Shannon could feel herself about to explode.

“Fuck…….don’t stop……ohhhhhhhh…. sssshit…I’MMMMMCUMING!!!!!” Shannon screamed as she arched her back.

Her orgasm started deep in her sex and took over her whole body. She couldn’t breathe or move a muscle. Her cunt flooded James’ mouth. He opened his mouth wide while still sucking to taste Shannon’s hot juice. Her fingers curled painfully into his hair, holding him there as her whole body locked up and burned with her fiery climax.

After about two minutes, James felt Shannon’s hand loosen its grip. James continued sucking Shannon’s pussy. He wasn’t finished tasting her sweetness.

“Ohhhh……my god……..stop it…..James……I can’t take it…..” Shannon whimpered, her vagina hypersensitive after her orgasm. The sheer force of her first orgasm had left her exhausted and unable to move, but her cries went unanswered as James continued his assault on her cunt. Shannon felt another orgasm building.

“Please…..oh god…..fuck James I can’t………please…..” Shannon said, barely able to catch her breath.

James loved the taste of Shannon’s pussy. It was musky but sweet. Probably the best thing he’s ever tasted, he thought to himself. As her continued to lick even faster, he began to lick Shannon’s ass in between assaults on her swollen sex lips.

Shannon was beyond the point of no return. She couldn’t speak a word as her body began to shake uncontrollably. She took quick breaths, nearly hyperventilating. Never in her life had she experienced anything like the feeling she was having now. Her whole body was awash in a warm tingle. James felt Shannon’s legs tighten around his head once again as she sat up right in bed, her head thrown back, her long dark hair cascading backwards. Her mouth was open but no noise escaped. At last, her body peaked and the burning sensation seized her again, harder and stronger than the last. A low, almost inhuman moan escaped her full lips. She felt on fire. She felt burned up.

Centuries seemed to pass before she was released from the intense feeling, collapsing backward on the bed.

James finally stopped licking and gently kissed up Shannon’s sweat-slickened body. When he looked into her eyes, he was surprised. He expected a look of satisfaction, but her face was one he hadn’t seen before. Shannon’s eyes looked as if they were a million miles away. James leaned in and kissed Shannon. With the strange taste of her pussy fresh on his lips, Shannon’s tongue coiled around his, simultaneously thrilled and disgusted at the new experience.

“Your pussy tastes better than anything I’ve ever tasted before,” James said.

“I came so hard, I still can’t feel my legs,” Shannon said between short gasps.

Shannon kissed James passionately and lifted her left leg onto his stomach. James turned to his side and placed his hand on Shannon’s ass. As they kissed, James rubbed Shannon’s ass and thigh. They kissed for what seemed like hours, rolling around the bed. James placed his hand in the arch of Shannon’s back and his middle finger in between her cheeks. Shannon felt a shiver run through her as James touched her asshole. She knew after what she had done earlier that this might be coming but still she wasn’t prepared for the actual act.

“Shannon, I want to fuck you but…”

“But what?” Shannon asked. She looked into his eyes, knowing what he was going to say.

“I want to fuck you in your ass,” James said.

The words hadn’t left James’ lips for long when Shannon kissed him again. Since the beginning of their affair Shannon made a decision to give herself to James completely.

“Take me any way you want, just be gentle. I’m still a virgin back there,” Shannon whispered in James’ ear.

James had hit the jackpot. He had always wanted to fuck a woman in the ass but all the girls he had ever asked had refused him flatly. Shannon rolled over and got up onto her knees. The sight of Shannon’s body from behind, ready to be fucked, was something to behold. James stuck a finger inside Shannon’s cunt, rubbing her juices all over her asshole. He then gently pushed the first part of his pinky finger inside her. Hearing nothing, he pushed further until his entire pinky finger was inside.

“Ummmmmm………that feels good,” Shannon said.

James took his pinky out and put the first part of his middle finger inside Shannon’s ass slowly.