Ms Barbara And Me Lesson 02

As you can imagine, I couldn't wait to "go to work" the following week. After my usual photography assignments, I returned to Ms Barbara's house. It was starting to rain a bit, so there would be no outdoor chores today.

We finished our real estate business and Ms Barbara poured us both a glass of sweet tea and we sat at the table. After a few minutes of small talk, Barbara asked in her usual formal tone, "So, are you ready for your next lesson, Michael?"

"Yes, Ma'am I certainly am."

With that, she stood up with her glass of tea asked me to follow her. I had been wondering all week how this was to pan out. I grabbed my tea, as well and she led me upstairs and into her master bedroom. It was big and bright and pleasantly decorated. I felt comfortable immediately.

"Have a seat on the edge of the bed, Michael, and I will be right back."

A few minutes later, she emerged from her bathroom, which I would find out later is connected to her large walk in closet. She was wearing a long silky satin robe. I could see that she did not have her bra on because the outline of her breasts and nipples were clearly visible.

She sat down next to me and put her hand on my knee.

"Ok. I thought we would start with a review of last week's lesson. You will lead and demonstrate what you learned. Then, after that, we will go over the basics of vaginal stimulation and pleasure."

"Ok. What should I do."

"Well, Michael, start by standing up in front of me. Now normally, if this were true love making, we may have been kissing up until this point. I don't think it's a good idea that we kiss. We should keep it as professional as we can. Now stand in front of me and unveil me. Just the top for now."

I stood in front of her with a big smile on my face. I was looking so forward to this. I reached out and untied the robe tie and the robe opened, slightly. Then, I took the initiative to spread the robe open which revealed those massive creamy breasts.

I repeated what she taught me last week, but with more intent and more movement of my hands. She would moan every so often and her eyes were mostly closed as she enjoyed my caresses and my playing with her nipples.

"Can I suck them, Ms Barbara?"

"Why, yes. That would be wonderful."

I kneeled in front of her and she leaned up to meet me. She even took one breast into her hand and guided the nipple into my mouth. I started suckling her left breast greedily. I didn't want to go to hard, but it was hard not to be aggressive.

"Mmmm... Yes. Mommy likes that, Michael. Yes, you can suck them harder... Please suck them harder, Michael. You can even nibble on my nipples. Oh, Michael. Oh, yes, yes." Her eye's closed and she leaned back onto the bed. Of course, my mouth and the rest of me followed her.

At this point, I was using both hands to hold her breasts while I sucked on her nipples. Finally, I took a pause and just caressed her breasts... and her stomach. She definitely had a pooch, but it looked really sexy to me. And the skin was as creamy as her breasts. I kissed her stomach a few times.

Then I told her, "Wow, Ms Barbara, I love your skin and your curves. So gorgeous."

She opened her eyes and said, "Why thank you Michael. You are very sensual. Now, I should have asked this before, but how far have you gone with a woman, or girl, before."

I told her that, after I turned 18, I became more daring. I had fingered a few girls in during my senior year and then I lost my virginity not long after that time. I had sex with one of my best friends during a time when we became more romantic. She was one year older than me and we had sex on her parents couch when she was home from college for Christmas break. It was so easy to talk to Ms Barbara about such things. I knew she had my best interests in heart. I shared that we had done it missionary style and then finished doggy style. She was on the pill, so she let me cum inside of her.

"Ok, good. I was wondering and hoping that you had some experience. I certainly didn't want to be your first one, so once we get to the intercourse lessons, I can show you a few things that might be helpful in your future relationships."

Her robe had draped open even more and I kissed her stomach a few more times. Then I went ahead and spread the robe out all the way open and got a good look at her pussy... Not as good a look as I was about to get, but I was getting ready for my next lesson. She had a very light bush and I could just see the pink of her pussy lips.

"Ok, Michael. Here we go to the next step. Sit at the foot of the bed and face me. I am going to show you how I masturbate and then I want you to practice on me."

I jumped down to the foot of her bed and she slid up with her back leaning on her pillows. She spread her legs wide open and invited me to come closer. I was laying on my stomach with my chin on my folded hands just waiting for my next lesson.

"Can you see how wet my vagina has become, Michael? That started right when you opened my robe and started playing with my breasts. I could feel the juices flowing. The breasts, the vagina and the buttocks are all connected erotic sensitivity zones. Always keep in mind that everyone is different. For instance, I told you that some women can have an orgasm from just nipple stimulation. Well, I am one of those people. But that is not very common among women."

She moved her hand down past her pelvis and started to rub her wet pussy with her fingers.

"Now back to the vagina. Watch closely, Michael, I am quite sure that all women like this method of touching. Start with caressing the lips and make sure the moistness spreads all around. Eventually, when the vagina is more swollen and open, like a flower, you should start focusing on this area. This is called the clitoris."

She began to more focus on her clit at that point. I could tell that she was working herself towards something, but I certainly had never seen a woman have one before. Keep in mind, this was before wide spread internet usage... and sex videos were nowhere to be found in my world back then.

She would jerk or arch her back sometimes... then open her eyes wide... then move her hand faster and close her eyes.

"Oh yes... It feels so good.. I am getting close, Michael. Come up here next to me. I want you to bring me to orgasm."

I moved quickly and she put my left hand on her soaking mound and I tried to do exactly as she had been doing. Only about 60 seconds later, I witnessed my first female orgasm. Of course, I would learn later that they were all different in some regards.

Ms Barbara's orgasm was gorgeous. Her eyes were closed and she was bucking against my fingers. She was squeezing her breasts and then twisting her nipples. Much rougher than I had done. I made mental note of that fact. Then her eyes popped wide open and she quit making all noises. It looked like she couldn't breathe... and then it happened. Deep groans, and screaming. Not the high pitched sounds some women made. This was primal. It went on for about 30 seconds and then she subsided and came back to earth.

"Oh, Michael. That was wonderful. Well done. Well done." She said as she recovered her breath... and then every so often she would have a little aftershock and twitch.

Her transition back to professional mode was almost unbelievable. She recovered from the primal mode of what I just witnessed back to her professional, no-nonsense mode so incredibly fast. I suppose she truly was trying to maintain a professional approach, but clearly, we were both enjoying the process.

"So, Michael, what you just gave me was an orgasm through solely clitoris stimulation. My understanding is that most women can orgasm this way, without any insertion into the vagina. When you add insertion, either into the vagina or the anus, it can enhance the orgasm tremendously."

I was excited to hear her mention anal sex. Ever since discovering women's bodies, I had been very fixated on the ass and the asshole. I also enjoyed toying with my own ass when masturbating.

I reached down and adjusted myself which prompted Ms Barbara to say.

"By all means, Michael, please get out of those clothes. We have some other things we can work on and talk about, as well as we need to give you a nice big orgasm before we finish today's lesson."

I stood up and removed my shirt and pants. Took off my socks and finally, my boxers. She watched me with interest. I wouldn't call it lust, but she clearly enjoyed taking in the sight of a much younger man's body. My cock was, of course, at attention.

"Ok, Michael, I showed you how I masturbate. I would like for you to show me how you do, as well. Maybe I will masturbate along with you. Oh yes, I did forget to mention something important about the difference between men and women's orgasms. Women can often have several orgasms during a sexual session with someone. Men generally have one and then are often done... sometimes they can have two in the course of an evening. Since that is the case, it is considerate to make sure to try and make the woman orgasm first before finishing yourself. It certainly doesn't have to be like that every time, but be thoughtful and giving. It will come back to you, for sure."

I was getting comfortable on the bed next to her and taking it all in. Her words were foreign to me at the time, but decades later, I would remain amazed at how accurate she was... and very thankful for the head start she gave me.

I reached over and fondled her breasts with my right hand... Looking at the way breasts move always makes me hard. With my left hand, I started stroking myself. Ms Barbara sat up and positioned herself to the side of me and further away. She made sure that I had a view of all of her and then she started touching her breasts and pussy again. This time, I thought I saw some more lust in her eyes as she watched me stroke my cock.

"You do have a beautiful cock, Michael. Nice and large. You should never wonder about that..." Then she let out a little moan. "I want to wait until next time before we start working on intercourse. But seeing you like this, I have to say that I really am looking forward to having your cock inside of me." Her matter of fact tone and the way she said that just floored me and hugely turned me on.

 All of her sexual talking, made me even harder. I started stroking more quickly... Then I absently reached one hand around and started touching between my legs and teasing my asshole.

"Mmmm. Yes, Michael. You enjoy anal stimulation. Oh, I do too.". 

She commenced so spread her legs a bit wider and lift her legs higher. I could see her brown asshole. She had some hair around her pussy, but not around her brown pucker. Damn, I was so turned on.

"Oh, Ms Barbara... I love that sight"

"What sight is that, my dear?"

"Between your legs."

"Tell me more, please Michael. This is very important. In order for your partner to know what turns you on, you must tell them. And they you. It is critical. Tell me exactly what you like, Michael."

"I love the sight of your pussy, but even more, the sight of your asshole and you playing with it."

"Very good. Communication is vital. Would you like to see me insert my fingers into my asshole, Michael?"

"Oh, yes, please." I said, as I continued my stroking.

Ms Barbara used the wetness from her pussy to moisten her fingers. She wen in with her middle finger first. Amazingly deep. Quickly, she added another... and then another... She started fucking her ass with three fingers while frigging her clit and pussy.

"Oh my God, Ms Barbara, that is so sexy. I love that."

"Are you getting close, Michael? I want to finish you similar to the way I did last week, ok?"

"Yes. Ok. I'm getting closer."

With that, Ms Barbara shifted over to focus her full attention on my cock. She engulfed it and her fingers immediately found my balls and she worked them around to my asshole. She reached back to moisten her fingers with her juices and then straight back to my ass. We swirled around for a hot second and then she slid her pinky into my asshole. Fully. I suppose the noises I made were plenty of affirmation for her to continue.

She was gulping my cock into her soft mouth and fingering my ass deeply. Of course, with that and everything else I had experienced today, I didn't last long.

I let myself go a bit and started saying, "Yes, Ms Barbara. I am going to cum down your throat."

She moaned and I felt the vibration on my cock. Then she took a short break to give me some encouragement, like she did last week.

In a louder, commending voice, she said, "Ok, Michael. Mommy needs you to cum for her."

Then she looked me dead in the eyes and said, "Mommy needs your cum, now, Michael. Cum in my mouth, darling. Fuck mommy's mouth hard and cum deep inside. Mommy needs it."

Well, that did the trick... again... Her encouragement, almost begging, excited me to no end. I began to thrust harder than I had last week. I heard a gagging sound once or twice, but she was so enthusiastically taking my mouth fucking.

I exploded once more into the back of Ms Barbara's throat while screaming, "Yes. Yes. Yes.". Finger still moving around in my ass, she drank and gulped and then I collapsed.

After recovering for a moment with me, Ms Barbara went to her bathroom and came back with a warm wash cloth. Still nude, she cleaned me up sweetly and then cleaned herself up, as well.

As we were recovering next to each other, I looked over at the side table at the two glasses of sweet iced tea that had barely been touched.

She leaned up to see what I was looking at. Looking back at each other, we both smiled and at the sight.

Barbara grinned and said, "Well, I guess we were quite focused on your lessons. Please pass me my tea, dear Michael, I seemed to have worked up a thirst."