Chapter 3

Time passed quickly for Karen Heller and her class. Before she knew it, the lovely red-head had been teaching at the experimental school for a full month. She found that she had a rather amusing way of marking the days as they passed. Each day, after school, she would suck or fuck one of her students, taking them in alphabetical order. When it came to be Alan's and Billy's turn, the two boys were glad enough to give up their turns, since they had already sampled their teacher's sexual talents. There was not a day that went by but what one of Karen's students didn't remain in class after school for her special lesson. After each one, she make them promise that they would not reveal what she was doing to other members of the class until all of them had a chance with her. She did not want any of them to come to her with any pre-conceived notions about sex.

She was surprised by the fact that all of them actually enjoyed having their cock's sucked or enveloped by her always eagerly devouring cuntal lips. She thought that at least some of the smaller and more shy of her students would harbor some latent fears of what could happen. As the month passed, however, she found that she was becoming more and more skillful in relieving their initial fears when she took their pants down and began massaging their lovely, precious penises. By the end of the month, she had gone full circle through her class.

Even though it was still too early to tell, it seemed to the sexually free teacher that her students were the happiest in the entire school. Most of them were better at their studies than the other class of eight-year-olds, even though, except for the fucking, exactly the same thing was being taught. Karen's students were totally devoted to her, and they seemed to realized that if their parents ever found out what she was doing, she would leave them. None of them wanted her to go away. Besides the sex they enjoyed with her, they found that they actually did not mind being in the classroom with her during regular lessons.

In short, they were another world apart from the rest of the school. Once, another teacher asked Karen what she was doing that was different than what the other teachers were doing. Karen gave him a smile and said that perhaps it was just her "woman's touch." The answer seemed to satisfy the teacher, and he went on his way, though Karen was laughing inside. I wonder what he would think if he really understood just what the "woman's" touch really was, she thought to herself with no small glee.

During that month of teaching, Karen finalized her plans for having her students go on a field trip with her. She began to have images of all her students climbing over her, turning the trip into an orgy that would rival anything that had happened to her in college. She had fucked several men at the same time before. How much better would it be to have almost twenty-five little boy, all to herself for a full day in the woods?

It was the middle of the week before the trip when Karen, after she had allowed one of her precious students to fuck her in the ass, during lunch, was walking through the empty halls of the school building. It was nearly four in the afternoon, and by all rights, she should have been home almost an hour ago. She found, though, that it was easier for her to do some of the work she had to do on her lessons in her classroom after all her students had left. Most of the other members of the faculty had come to accept this method she had, and the janitors generally left the front doors of the school unlocked for her. In fact, there was some talk of giving her a key so she could come and go as she pleased. As long as her students were doing so well, the staff wanted her to do whatever it was she was doing with them.

Having finished her work, she decided that she would take a little peek in the school library. She thought it was odd that she had never seen the room before, but she and her students simply had not found the need to use the books present there. Karen had received a shipment of some of the books she used in college, and they seemed to suffice for her lessons. She wondered what the library of the private school would look like. Certainly, there would be a great many books in it. There had never been a lack of money in the school's five year history.

As she opened the door, she found that she was actually impressed with the size of the room. Since the school had grades all the way up to the eighth, and at least two of each grade level, the staff reasoned that they would have to have enough reading material to cover a wide range of subjects not generally covered by the poorer public school in the center of town. Standing at the open door, Karen found that she had made a mistake in not bringing her students to the library the school provided. After all, there was no real reason for her little darlings not to go into the room. She decided that she would familiarize herself with the books the school provided.

Entering the large room, she saw that everything was neatly divided by subject matter. There was even a little study area off to one side, separated by a stack of books. There, if the students wanted, they could read and not be bothered by the noise that is always present in a library, no matter how quiet it is kept. Very nice, Karen thought to herself. Perhaps, when things got a little slow someday in the near future, she would break things up a little and bring her students here. Reading, while not the most important part of education, was nevertheless a useful tool, and her students should learn how to use books to their best advantage.

The quietness of the library was disturbing as she walked on the thick, plush carpet, and it gave the lovely, curvaceous teacher a strange feeling, being alone in the huge, almost deathly silent room. She was about to leave when she thought she heard a noise come from the study area. She had not checked out the smaller area before, but she thought she had better do that now. As long as the janitors left the front door open for her, there was a good chance that someone might enter the building after school hours. Perhaps one of the high school boys from the center of town who wanted to play a little joke on the students of the school. Again she heard the noise, coming closer to the source, and she could feel her heart pounding with excitement. It sounded as though there was someone talking, although she could hear only one voice Stopping, she strained her ears and listened as carefully as she could.

"Wow!" came a whisper from the other side of the book stack. And then: "Oh, boy!" The voice sounded as though it was a little too young to belong to high school student. Somewhat relieved that she would not have to deal with a boy who might be able to make things really hard for her, Karen entered the study area and then stopped and smiled as she saw one of the older students of the school bent over a table reading a magazine. He was so involved with the pictures of the magazine that he didn't notice Karen standing less than three feet away from him. What made Karen smile, though, was that the magazine was one of the most pornographic she had ever seen, and the young boy was obviously aroused by the full page color photos of glistening, blood-swollen vaginas and penises. The lovely teacher could see the boy's swollen cock press against the confining material of his pants. She had seen him in the school halls several times, and she knew that he was a student at the private school. What was he doing here now, though? Obviously, he needed some place to read his magazine, someplace where he would not be bothered by people who thought he should not be looking at such things. It's a good thing I found him, rather than some of the other teachers I can think of, Karen thought. Then she had a flash. If she left right now, nothing would come of what she had seen. She was certainly not going to report him for looking at the unclothed area of the human body. But there was no reason why she shouldn't give him the same type of sexual lessons she had been giving her own students. Education should be for everyone, and if she taught this older boy a few things, he might better understand what was happening in the photos he was looking at now.

Reaching her decision, she made her presence known by clearing her throat. Instantly, the boy turned white as a sheet and closed his magazine, the expression being one of horror and fear. He looked up at Karen with pleading eyes, believing that she was going to tell his parents what he had been doing. His mouth opened and closed, but no sounds came out. Lowering her hazel eyes from his face to his crotch, she could see that his erection had diminished with his fright. That, thought Karen, will come back... if I have anything to do with it.

"That's pretty interesting reading material you have there," Karen said, slowly lowering her shapely body to a chair opposite the frightened, confused student. There was nothing in her voice that sounded threatening, but the young boy didn't know her enough to trust her. He was shaking like a leaf in the wind, holding his body a tightly as he could in case he saw a good opportunity to run away before she got a chance to find out his name.

"I'll bet you had to get someone to buy that for you," Karen continued, smiling as she turned her head to one side. She was almost enjoying the frightening hold she had over this boy. In some ways, he was not as old as her own, younger students, but by the time she was through with him, he would really have something to think about.

"I... I'm pretty old... old enough for this," he stammered defiantly, as though he was going to defend himself against any thing she might have to say. He was not expecting what happened next, though.

"I'm sure you are," Karen said. "I'm pretty sure you're old enough to really show your girl friend a good time. You do have a girl friend, don't you?"

"Yes... I mean... well..." He was still uncertain about what was going to happen, but at least he could see that the pretty lady across from his was not threat.

"Ohhhh, come now," Karen said, standing up and then sitting on the table right next to him. "A handsome young man like you must have a girl friend. I know there aren't any in the school here, but that wouldn't stop you."

"Well... there... there's a girl on my street... and we go to the movies sometimes..."

'Damn this small town morality, ' Karen thought. The boy here was reaching the prime of his sexual powers, and he's wasting his time be going to the movies.

"That's all you've done with her... just gone to the movies?"

"Yes, " he answered as quickly as he could, feeling a little hot under his collar.

"You mean she's never shown you her cunt?"

The boy's eyes opened wide as she asked him the question, and Karen smiled again as she noticed that his cock was once again ballooning in his pants. After a short pause, the boy shook his head no in answer to her question. "And so you have to look at those pictures to see what a woman's pussy looks like," Karen said. "All I can say is, that can't be much of a girl friend. If I was your girl friend, I'd want you to see my cunt... and my breasts and ass as well."

Now the boy was totally confused. Could this be a teacher talking to him like this? She was using words he had never heard from any other woman, and when his other friends said them, they spoke in whispers as though they were bad words and something awful would happen to them if they said them too loudly. But this teacher was saying them as casually as anything he had ever heard.

"I think I can see what your problem is, This girl friend of yours doesn't let you do anything to her. I'll bet sometimes at night, when you're alone in bed, you play with your cock. Am I right?"

Now the boy was becoming frightened again. He had never talked about that even with his friends. He had been told by his parents and teachers that playing with yourself was bad and wrong, but there were times when he just couldn't stop himself. He always felt funny after he did it, and he knew that after this pretty woman left him alone, he would probably do it again.

"How would you like me to show you what a real girl friend is like?" Karen asked, reaching out and touching his smooth arm. "You can kiss me and touch my breasts and pussy, if you want. "

The boy could feel all his strength leaving him, and he was glad that he was sitting down. "Of course, I like to know the names of my boy friend " she added quickly.

"Johnny," he said before he had a chance to think. "Johnny Bern."

"Bern... Bern... I have your little brother in my class, don't l? Yes, he's a very nice boy. I should have recognized you. You and he look very much alike. Well, I was his girl friend for a while, and now I would like to be yours."

She leaned forward, and Johnny swallowed tightly, hardly able to take his eyes from the deep smooth valley separating her full, high set breasts. Her low-cut sweater left virtually nothing to his imagination. He tried to speak, but he could not, so instead, he nodded.

"That's good. I thought you might like a real girl friend for a change. Now, suppose you kiss me... and really mean it."

Johnny was too overwhelmed to speak, but she didn't give him a chance to think very much. Instead, she lowered her head down to him and pressed her lips tightly against his.

Johnny's head was whirling with all sorts of thoughts, and he had trouble believing that this wasn't a dream. He could smell the fragrance she was wearing, and with her lips against his, his eyes remained open in shock, drinking in the sensual beauty of her well-rounded breasts, which were almost touching him.

Pulling her face away from his slowly, the lovely, wanton red-head slipped down from the table and stood next to him. Then she reached out and gently pulled him to a standing position from his chair. Once again she kissed him, her arms circling him and drawing him against the softness of her sensual curves. His chest was pressed against her full, yielding breasts, and the luscious globes flattened as she held his body tightly against hers, her belly pressing against his.

"How old are you, Johnny?" she asked after she removed her lips from his.

"I... I... I'm... twelve... almost thirteen," he said in a voice that was cracking with excitement.

"Well, I think you're old enough to kiss me better than that," she said in a low sultry voice. "Hold me the way you want to hold that girl on your street."

Karen felt his hands clasp at her waist through the thin material of her sweats

Searchingly, but still with confusion, he was bracing himself as she again kissed him, this time letting her lips part and her tongue seek the hot freshness of his sweet young mouth!

God... God... God... man, oh man, oh man... Johnny thought. This couldn't be happening. He had seen this woman in the halls several times, and he had even thought about her when he played with himself in bed... but he never dreamed that this would ever happen to him... with any woman. Fuck... Fuck almighty! She was really kissing him... kissing him with her hot moist lips... holding him in a crushing grip against her soft, full, voluptuous breasts. He could actually feel her nipples pressing into his chest. The girl on his street didn't even have breasts yet! And her tongue... her tongue was trying to get into his mouth. He had read about people kissing like this... but to actually have it happen to him... ! She was Frenching him. It was true! People really did it! And his cock... Christ... Oh, Christ... He could feel the painful swelling of his penis as it tried to rip through his pants. It had never felt this big before... and it had never hurt as much as it did now!

Karen could feel herself being swept over with a lascivious wave. She was holding in her arms an older boy... one who had already experienced orgasms... even if they were only from masturbating. While the sex she had had with the students of her own class was fulfilling, she knew that she would be getting something better from this older boy. She let one hand slip smoothly down between their tightly pressed bodies to his loins, feeling him tremble beneath its soft, exploring touch. She didn't want to make him too nervous. She knew exactly what to do to prevent that. She had gone through this many times with her own students. Slowly, seductively, she teased her fingers and palm along the inside of his thighs with gentle pressure And then she touched it... the straining bulge of his swollen penis inside his tight fitting pants. The already aroused young teacher felt his body shudder and she heard his gasp at the electrifying contact. A searing sensation of intensified desire burned through her belly as she traced the length of his spasming hardness lightly between her thumb and forefinger.

"Oooooooo, Johnny," she cooed, "it feels so hard. I like a nice hard cock. I'll bet it hurts, all cramped inside your pants. Why don't you let me take it out for you so it can get even bigger?"

"Aaaaahhhhh... oooohhhhh... I... I... I..." Johnny stammered in confusion; tension building in not only the pit of his stomach, but his loins as well. He felt her soft hand caressing, and then working with the zipper of his pants...

And then his whole body became rigid as hi felt her fingers creep gently inside his pants and through his shorts to smooth over his hairless flesh. Then they wrapped with a gentle warmth all the way around the feverishly throbbing shaft of his penis and brought it out into the air of the library.

God... Oh, God! He had never expected this when she had caught him reading the magazine. Shivers of wild excitement blazed through his body... racing from his toes to his loins and balls and penis and belly. A woman was holding his cock! She was actually holding his penis and stroking it with her hand. He pulled away slightly so that he could see and make sure it was not something he was imagining. He watched with wide eyes as she slid the loose outer skin knowingly up and down... just the way he did it himself... and she was cupping his balls... God! Ooooooohhhhh... GOD!

"Mmmmmmmnnnnn... Johnny... you feel so beautiful. I think that girl on your street doesn't know what she's missing," Karen breathed hotly into his gasping mouth, the wonderfully exciting aroma and taste driving him wild. "I think we should both get naked... don't you?"

He had been thinking just that, but he couldn't believe that this lovely woman would actually come right out and say it. His throat was so dry that he couldn't swallow. She was smiling at him, her moist pink lips partially opened, her long-lashed hazel eyes, sparkling with a million points of light. God... Oh, God... he knew he should leave. Getting caught naked with this teacher would be a lot worse than getting caught with the magazine... but he couldn't move. In fact, he didn't really want to leave. He wanted to see if she looked like the pictures in the magazine. Shit... Oh, Shhiiiiittt... her full rounded breasts looked as though they were going to burst right out of her sweater. He had to see what they looked like naked. Visions of her cunt and ass washed through his mind. He had to see what her little pussy looked like... and her ass-cheeks...

"Wellll, Johnny. Is this the way to treat a new girl friend? Or would you rather look at the pictures than the real thing?" she asked as she squeezed his youthful penis again and again in her warm, slender hand. "Let me show you how I treat a new boy friend." With that she lowered her head slowly until her lips were almost touching the throbbing hardness of his twelve-year-old cock.

Johnny could feel his knees going weak as he thought about what it looked like she was going to do. He felt her hand at the base of his penis, drawing the foreskin down from the sensitive tip, and a second later, the contact of her tongue on the little split sent frenzied jolts of wild exhilaration charging through every nerve of his hotly excited young body.

He choked out a loud grunt, then felt the soft moistness of her lips slipping down over his pulsing cock-head... and he felt his penis slithering into her mouth... deeper... deeper... GOD! She was taking the whole length of his hardened cock into the warmly wet cavern of her mouth! He could feel the pressure of her sucking cheeks drawing on it for a long moment before she slowly raised her head, lashing her tongue around it as she sucked her way up off the tip... and then she was smiling again into his face with a teasing, sensual up-turn to her lips.

"I hope you can see that I treat all my men well, Johnny, darling... and I expect the same thing from them. I can see that you're a big enough man to really make me feel good... and that's what I want you to do," she whispered seductively, attempting to arouse him out of the fright he was obviously feeling.

Johnny gasped at the salaciously moistened lips that had just locked around his bloated cock. They glistened with the faint light that was still coming through the library windows. He tried to swallow the parched dryness that had taken his voice.

"Come on, lover," Karen said, again squeezing his lengthy penis.

Finally, Johnny was able to overcome his shock enough to nod his head, and Karen raised her head to kiss his gaping mouth. Then she stood up, slipped out of her pant suit and sweater and let them fall to the floor. Johnny watched with bulging eyes as Karen placed her panty covered buttocks on the table, his blue eyes anxiously fixed on the curvaceous body revealing it's secrets so willingly to him. He watched with open-mouth as she slowly wriggled her lacy white bra downward to reveal her well-rounded breasts tipped with the erect, pink-brown nipples. The two lush alabaster mounds swayed provocatively to the taunting undulations of her hips as the hotly aroused young teacher rolled her silk panties down, and then he could see the sparse, bright red cuntal triangle between the cream-white smoothness of her thighs. God! Ooooohhhh... Her entire naked pussy was exposed to him now, the hair-fringed cunt mound looking like a searing flame that heated her vagina to the boiling point. SHIT! He could see the moistened pink cuntal slit up between the satin-smooth pillars of her long, shapely legs.

She sat facing him, her thighs spread slightly apart and her ovalled buttocks spreading with her movements. She knew that her deliberately seductive position gave him a total view of her curl- fringed cunt lips as well as the tiny puckered little anus centered in the intriguing crevice between her roundedly curved ass-cheeks.

Jesus! He was sure he would die before this was over. He still couldn't believe what was happening.

Karen's passion had built to the point now where nothing mattered but the desires washing through her mind. She nakedly undulated toward the spellbound twelve-year-old standing in front of her with his hard, erect cock still jutting through the fly in his pants, and she reached out and drew him to her. Slowly she crowded him close to her, taking both his hands to place them on the warm resilient flesh of her upturned breasts. Her own hand reached down and clasped the painfully swollen hardness of his twelve-year-old cock once more.

"Now, Johnny... let's get these clothes off you. I want to see you naked," she hissed, kissing him hotly as she stroked his cock with seductive tenderness. Leaving it for a moment, she began unbuttoning his shirt, while he allowed his youthful hands to eagerly explore her tingling breasts with clumsy and unrestrained desire.

The inflamed teacher removed his shirt to kiss his chest, laving with her searing wet tongue the tiny, hardened nipples of his sweet pectorals. She trailed her tongue downward as far as she could, doubling her body and pressing the full mounds of her breasts tightly into his upward massaging hands. Then she hopped off the table once again, lowered herself to her knees and began to unhitch his belt. She tugged his pants and shorts down over his slender, boyish hips and lean buttocks in one fluid motion, her eyes sparkling as they feasted hungrily on his upwardly arched, rigid-young penis jutting out from his hairless loins, his delicious-looking balls hanging down between his slender, soft thighs.