My Former Teacher Pt 02

This is a work of fiction. Any resemblance between the characters and real individuals is coincidence. All characters are over age eighteen.

After his first encounter with his former teacher, a young man returns for more instruction, this time with his teacher's teacher.

***

After that mind blowing experience with Kat, she invited me to come over the next Saturday. I readily agreed, so I drove to Kat's place and entered through the side gate as Kat wanted. She brought me in through the sliding glass door in back.

"I'd like you to meet Carole."

The first thing I noticed was Carole's shoulder length silver hair, her killer tan, and her tight sweater. She was much older than Kat but every bit as beautiful.

"Hello!" Carole said, looking right into my eyes. "Kat told me all about you on the way from the airport."

That made me squirm inside, wondering what Kat had said. "Hello, Ms..."

"Agh, call me Carole," she said, looking me up and down.

"Sit down," Kat said. So I sat down next to Carole on the loveseat. "Carole was my English teacher when I was in high school. We've known each other for, gosh, forever."

"At least that long," Carole said. "Oooh, it was cold on the plane but it's just right in here," she said, taking off her sweater. She had on a tight, low cut tee underneath, and underneath that, large breasts. I couldn't help but look as she turned to lay her sweater down. "Kat was a handful back then," Carole continued."

"Oh, really?" I said, eager to hear more. "How so?"

"Now, Carole," Kat said. "Don't say another word. I don't want him to know about it all."

"Mmmm, hmmm," Carole said. Then she whispered to me, "I'll tell you all about it later."

"Okay," I whispered back.

"She taught me everything," Kat said, looking right at Carole the same way she looked at me the previous Saturday. Carole was quiet. When I looked over, she was just beaming back at Kat!

"See," Carole began. "Kat was my best student, in so many ways. I taught English but I also taught theatre. We'd put on the school plays and Kat was a pretty good actress."

"No, I wasn't."

"Yes, you were. Anyway, we spent hours together. She'd stay after class and sometimes come back at the end of the day."

"I learned so much," Kat said. "She taught me the meaning of all the plays and how it related to my own life. She also taught me all about the costumes. I would help make them. Truth is, I liked to try them on."

"Oh, my God, Kat! Do you remember the time Mr. Phillips came in?"

Kat started laughing. "That was hysterical!"

"Principal Phillips?" I asked.

"The very same. He came in to flirt with me. Meanwhile, Kat was in the closet with the costumes and had just gotten down to her undies."

"I froze solid," Kat said. "Just listening to him hit on Carole! He was pathetic.

"He kept assuming that since I was single, it was okay for him to pursue me," Carole said. "Never mind that he was married. I had to be polite to keep my job, but in truth, I detested him. He was the main reason I left."

Kat and Carole reminisced for some time. I felt left out, but on the positive side, while they talked, I looked. Carole was slim in the middle, had big round breasts, and just a little bit of a plump ass and thighs. She actually looked in much better shape than a lot of girls in high school. And she was probably in her fifties.

Finally, Kat said, "Well, I have an appointment soon, and I can't be late this time. So, honey, if you could take care of Carole while I'm away..."

"We'll take care of each other, Kat," Carole said. Then they both laughed and grinned at each other.

When Kat left, Carole turned to me, patted me on the leg and said, "Kat told me about last Saturday."

"Oh?" I said, trying not to turn red, and failing. I probably looked horrified.

"Don't be embarrassed. It's alright." Carole rubbed my shoulder, and said, "How did you feel about it?"

"Ummm," I mumbled.

"Please. It's really okay. She said you did very well. She loved it."

"Oh, god!"

"Now, sweetie, do you feel you learned something?"

"Um..."

"You can tell me."

"Yeah, I did."

"That was your first time."

"Oh!" I began, then sighed. "Umm, hmmm."

Carole rubbed my neck, then ran her fingers through my hair. "And did you enjoy it?"

"Well, yeah."

"I'm glad to hear that," she said in a serious tone. "That's how it should be. You had a crush on her in school, is that right?"

"Mmmm."

"It's alright. It's common for young men to be attracted to older women." Carole sighed and began running her fingers through my hair and around my neck. Then she scooted closer to me, and said, almost in a whisper, "You're a very handsome young man."

I turned to her. "Really? I think you're really hot yourself."

"Hot? Oh, wow."

As I looked at her, Carole scooted up right next to me grabbed my hand and kissed it. Right away, I felt myself becoming aroused. Then I did something unexpected. I kissed her hand.

"Mmmmm, Tell me, do you think you learned all there is to know last Saturday?"

"I doubt it."

Carole came close to my ear and whispered, "Would you like to learn more?"

"Oh," I stammered. I just...what about Kat?"

Carole looked confused, then relaxed. "Oh, why do you suppose she left you here alone with me?."

"Oh, you arranged all this. Now I'm really nervous." I had been set up, and probably showed that in my face. Still how could I say no? I was already anticipating what Carole had in store for me. Her gray eyes, sexy smile, and her suggestive whispers had me going.

"Oh, sweetie," Carole whispered as she got even closer and put her arm around my shoulders. "The way to deal with your nerves is to accept them as part of the learning process. Learning when you're young will save you a lot of heartache and grief later." Then she stroked my face and kissed me on the cheek.

I didn't need to say a word; my reddening face spoke for me.

"Don't feel embarrassed, please. I'll teach you. It's important for people to know how to please their lovers," Carole said. She looked at me, then stroked my face again. "Mmmmm," she hummed and leaned back, looking at me. "Give me a kiss."

We kissed again, this time for much longer. I didn't want to pull away.

"Mmmmm, mmmmmm," she hummed. Carole turned and sat on my lap and put her arms around my neck while I supported her back. We kissed and hugged for several minutes. I heard her breathe and moan softly several times. By the time we pulled apart, we both wanted more.

Carole stood up looked me in the eyes and gently pushed me down onto my back. I stretched out as best I could on the loveseat, and as I did, Carole straddled me, then bent down with her big breasts against my chest. As she stretched out her legs, I felt her entire body on mine. As we kissed, I felt her contours as she shifted and rolled against me. I know she felt my shape too, including my hardening cock.

Carole held my head and began kissing my cheeks, then my neck, then my ears. Little jolts began where she kissed or nibbled or tongued me and shot through my body and down into my groin. "Mmmm," she whispered, breathing heavy into my ear. "You're quite a healthy young man," she said as she drove her tongue hard into my ear and simultaneously rubbed her crotch onto my dick.

"Mmmm, oooooh," I moaned.

"Alright, sweetie," she whispered. Stand up, get behind and put your arms around me." As I did this, I could look over her shoulder and down her cleavage. Her tee was so tight across her chest that it left a large gap between her tits. "Be creative," she whispered. Kiss my neck and ears, or you can nibble and even use your tongue. Start slowly, and most importantly, take note of what I like. Listen."

I did as Carole asked and began kissing her neck. With each kiss, I heard, "Mmmmm, hmmmm." So I knew she liked it. Then I tried nibbling as she had done to me. I heard, "Ooooh, eessh, Mmmmmm." The nibbling seemed more exciting to her. So I moved up to her ear and nibbled on that and heard more soft moans. Before long, I had Carole moaning gently and as I looked down at her breasts, I noticed her hardened nipples were showing through her tee. I didn't stop; I loved making her moan. I loved how it made me breathe and how it made my cock harder. My pace of kissing and nibbling increased and got a little frantic. I started wanting to grab Carole's breasts. Then she stuck her ass out so that it rubbed up against my hard dick. To that, I heard "Oooooh, Mmmmmm. Oh, Kat was right, you are a fine young man."

"Mmmmm," I moaned too, feeling her ass rub against me, making me even harder.

She turned, looked at me, and asked, "You listened didn't you?"

"Yeah, you seemed to like the nibbling better than kissing."

"Mmmm, hmmm. Remember though, I liked the kissing too. Liking the intense stuff doesn't mean you stop liking what's sweet and gentle. It sure doesn't mean you want to skip the slow stuff and jump to the end. Also, sometimes a surprise can be very pleasurable and intense. Always remember that."

"Alright."

Carole took my hand and led me toward one of the bedrooms. "Oh," I said, my voice quivering from the nerves.

"I know you're nervous. It's alright. Kat and I totally understand." She stopped and put her hands on my shoulders. "You should know something. The first time for me, and for Kat too, wasn't like this. It was forced on us, brutally. Do you understand me?"

"I'm sorry," I stammered. "I didn't know that."

"That's alright. We'll talk about it some other time. When Kat was my student, she confided in me and I confided in her. We supported each other. After she finished school, we got closer. I taught her, with the help of a male friend, how it ought to be. We've both made it our mission to teach how wonderful making love can be. It's our form of revenge. Understand?"

"I think so."

"So being nervous is okay. It's far better than being terrified. And besides, we both love it. We want you to know how to be a gentleman and an excellent lover. You'll be a better man for it."

"I understand."

"Good, I just thought you should know." Carole whispered into my ear, "Let's get some revenge." She took my hands and put them on the bottom of her tee. "Take it off," she whispered, beaming at me with her sexy gray eyes.

I pulled the garment free of her tight jeans and pulled it over her head. My hands rubbed against her breasts on the way up, and then I just stared at her sheer, black bra.

Carole looked at me, then turned around. "My bra."

I fumbled around with the clasp, wondering what fool invented it. Finally, I got it undone and shook as it came loose.

Carole turned again and said, "Keep going."

I grabbed the top straps and lifted. Carole held out her arms so I could pull it all the way off. I stood there, staring at her big melons and erect nipples. "Oh, wow!" I said, like an idiot.

Carole smiled, and said, "Now hold still." She pulled my t-shirt free and lifted it off. Then she came close and put her arms around me. We kissed for a long time. I felt Carol's tits and nipples on my chest and felt my cock rub against her abdomen. I almost forgot about paying attention to Carole, but I didn't need to worry. She was moaning softly as we pulled on each other's lips.

Carole released her hold and I heard her struggle for breath as her eager fingers began to work on my belt and shorts. Now I moaned, "ooohmmmm," as I felt Carole pull my zipper down. My shorts fell to the floor.

Carole stopped kissing me to look down. For a moment, I heard nothing but her breathing. Finally, she spoke, "Now, my jeans. Ummm, please!"

I unbuttoned her jeans and pulled them down. She had sheer, black panties on that matched her bra. In a moment, we were both nearly naked.

Carole placed her hand gently on my head, then firmly pushed down. In a moment, I was on my knees, looking at the front of her panties. I knew what she wanted and grabbed her panties at her hips.

"Easy, easy. Go slow." I did as she asked and gently pulled her panties down. As I did, I noticed a wet spot on them. "Ummmmm, hmmmm, yes, pull them down, sweetie." Finally they were down at her thighs and from there they fell easily down to her ankles. Carole's pussy was right in my face as she stepped out of her panties.

Carole took my hand and pulled me up as she backpedaled toward the bed. I watched Carole's fit body as she got onto her stomach on the bed, and rolled over to look at me. She looked so damn hot. "Take off everything else and join me."

In another moment, we were on the bed kissing and squeezing each other, both of us out of breath. She could feel how hard my cock was and I could feel the wetness between her legs. Remembering what she said about simple, gentle things, I kissed her several times for every one squeeze of her breast or ass.

We both began moaning louder and almost continuously the more frantic our kissing and licking and nibbling became. When my knee slid between her legs and pressed against her wet slit, she moaned and pushed into it. "Oooooh, sweetie. Put your hand on my pussy, gently. Don't be shy. Mmmmm, good. Oooooh, yes! Now, rub it up and...."Unnmmmmm, oooooh. Oh! Yes, just like that," she said, breathing hard. "Oh!"

My fingers were now wet from Carole's juice as I kept rubbing up and down. I noticed her pussy lips beginning to pull apart as my middle finger passed over the damp opening.

"Drop that finger down a little, inside..."Oh! Ah!, Mmmmmmmm, oh, yes, sweetie, just like that!" Now my middle finger was soaking wet as it caressed her slick vagina. "Oh, sweetie! Oh, that's right. Mmmm. Keep going. Make me wet, sweetie. Make me wet."

I rubbed Carole's pussy and listened to her moan and cry and speak to me. Time seemed to pass slowly as my anticipation rose. She seemed to be loving all the touching, while I felt tortured.

Finally, Carole spread her legs and, almost begging, she said, "Take your middle and index finger and gently insert them, just a little. Oooooh, Oh! Oooooooh, yes! Oh, sweetie! Oh, you learn so fast. Kat said you learned fast and....oooooooh, shit! Mmmmm, mmmm, oh!"

By now, I was so hard and so horny. I yearned to get my cock inside of her and could hardly stand it. But Carole wasn't done yet.

"Now, push them in, sweetheart, push...Oh! Oooooohhh! Mmmmm, hmmmm," Carole cried as I slid my soaking fingers into her slit as far as they would go. Her vagina gripped my fingers, hot and wet. "Ooooh, that feels...so...good! Mmmmm. In and out, sweetie. Slowly...Ooooh, yes. All the way...Mmmmm, yes! Oh, yes!"

I kept pushing and pulling my fingers in and out of her warm slick cunt, listening to Carole moan and cry. I loved hearing that, and tried to pay attention, but my own craving for putting my hard cock where my fingers were seemed to always interrupt my thoughts.

"Mmmmm, now, place your thumb so it rests very gently on my clit and, "Oooooooh, my! Oh, boy do you learn fast. Oh, don't...don't stop. Oooooh, keep...just like that. Just like that. Oh, sweetie, just keep fingering me like that. Sweetie, sweetie! Oh, your fingers feel so good. Oooh, Mmmmm, twist your fingers, vary...Oh! Oh! Oh! Unh, Mmmmmm, ooooooh!"

"Oh, oooooh," I cried, aching for more. My cock began to jump involuntarily, like a dog that wanted out.

"Oh, feel by breasts. Squeeze my breasts, like I am."

Carole was rubbing and squeezing one breast and I tried to copy her movements on the other. Her breathing became erratic as she spread her legs further apart. "Oh, baby. Ooooh, you sweet young man. Oh! Ah! OooooOooooh, sweetie! Keep fingering me. Deeper, as far as you can go. Keep that....ooooh...kept that thumb. Oh, pinch my nipple...ooooh!"

It was so exciting knowing I was getting her high, that I was making her moan and breathe and cry. She obviously had been with many lovers, but here I was with hardly any experience at all, about to make her orgasm. It was so hot, I began to worry that I might cum before I even had a chance to insert myself into her body.

Carole's breathing became intense and her moaning became cries. "Oh! Ah! Oh!" she said each time I slid my soaking wet fingers deep into her mature cunt. My thumb was wet now too as it slid and rubbed gently across her wet clitoris.

Suddenly, Carole arched her back as my fingers repeatedly dove into her warm, dripping slit. In and out they slid and each time Carole cried, "Ah! Ah! Oh! Ooooh! Ah, Ahhhhh!" The desperation in her cries increased as she writhed on the bed. Finally, a deep groan came from Carole's lips, "Gnnnnnnnnnnn, Ooooooo," and she lifted herself high as I thrust my fingers in deep and held them there firmly. She bucked and shoved her soaking cunt against my pressure. "Aaaaahaaaa! Oooooh, Ah! Aaaaaa, ooooh! Mmmmmm, mmmmmm. Oh! Oh, sweetie. Oh, my god, sweetie. Oh you sweet, beautiful boy. Oooooooh, gnnnnn, unh, unh, un! Oh! Oooooh!, Aaaaaa, Gnnnnnn. Ooooooh, mmmmm."

Carole's orgasm was so intense! But now I wanted to cum too. I wanted to moan, even scream like Carole had. Desperate and incapable of thought, I crawled between Carole's legs. She was still breathing hard and squirming, but when she saw me approaching, she raised her legs and held onto them with her hands. She just looked at me. Without saying a word, I knew she wanted me to thrust my cock into her cunt. When I approached her, she smiled as she grabbed my cock to guide me.

Feeling the tip of my cock touch her pussy lips rendered me thoughtless. Carole's cunt was so wet and I was so blind with desire that my thick cock slid easily into her sopping wet cunt, all the way in. I immediately began thrusting in and out, forcefully. Each thrust felt like absolute heaven and within only a few strokes I felt like I was about to explode. "Ah!, Oh!, Gnnnn, Oh! Oh! Oooooh, Un!," I cried out. "Oooooh, ooooh, Carole, I'm going..."

"Mmmmm, sweetie, let me turn over." With that, she turned and reached back to grab my dripping wet cock. She spread her legs as she pulled my dick toward her snatch. I felt the slick tip of my member enter her pussy and instinctively began pushing. It slid in, but only up to a point. Her ass prevented me of going in all the way. "Grab my breasts, baby, squeeze them while you fuck me."

I did as she asked, pumping as hard as I could, trying to get deeper and deeper, but never getting more than halfway in. I was frustrated for a moment, but then realized how intense the feeling was. Different, but so good. In a moment, I was calling again, Oh!, Oh!, Ah, Gnnnn, ah! Oh, Carole. Oh! Ooooooh!"

"Oh, sweetie, baby!" Carole began. "Squeeze me and pump me. Oh, baby, I can feel you filling me up. Oh, pump me! Slide your young cock into me!"

Hearing her say such naughty things made the world disappear. There was only my cock and Carole's pussy, my hands and her tits, her moans and calls and mine mixed among them. That was the only reality; nothing else mattered. Blind with desire for cumming, I thrust my stiff penis into Carole's soaking slit over, again and again. I shoved it as hard as I could, trying in vain to drive it deeper into her beautiful body.

Carole cried out, "Oh, sweetie! You're going to make me cum again. Oh! Join me. Cum with me, baby! Pump that sweet, young cum into my body! Give me your .... ooooh, baby! Cum inside my body, sweeetie!"

When I heard that, it felt like I was following a command. I screamed, "Ahhhhh, Gnnnnn, Aaaahaaa! Aaaah! Oh! Oooooooh, shit! Ah!" as my thick, hot, semen blasted into Carole's gorgeous body. I shoved my squirting cock into her as hard as I could, driving it into her aggressively over and over. With each thrust came another gush of cum.

I kept pushing, even though I had pumped myself dry. After a few moments, we both fell onto the bed beside each other. After catching our breath, we tangled our limbs together and began kissing. Carole was right. The orgasm was fantastic, but now all I wanted was to hold her and kiss her. I loved that too.