Part 2

Ever since her after-school "tutoring" session, I had been trying to really understand her subject. It wasn't easy, because my distractions, while somewhat less than they were before, still prevented me from really listening to her lectures. Those distractions could be easily contacted on one hand -- her two boobs, her great ass, her beautiful face, and her cunt. I still daydreamed all the time, except now it had the added detail of real, live experience.

We had a test yesterday, the first since our encounter in the classroom, and the exam results were being handed out. Ms. Malone was walking up and down each isle, handing the graded exams back to each pupil. Today, her ensemble included a red skirt that hugged her waist and hips, then flared out in pleats to stop just below her knees. She also wore a white blouse that hung loosely on her torso but failed to stop one from seeing the outline of her bra.

As she walked around the room, I could see her hips swaying under her dress, stretching the fabric first one way then the other. When she walked towards me, the faintest suggestion of the outline of her crotch was there in my mind. I wondered if she was wearing a garter belt again. And of course, her boobs moved from side to side and up and down under her blouse, reminding me of what they looked like when she had removed her blouse for me in the empty classroom. Oh boy -- it sure was going to be another day of glorious dreaming!

"Well, Steve, it looks like you did not do so well on this exam," she said from slightly behind my desk. She had come up my aisle while I had drifted into my memory of our night after school. "Your grade did not improve from the last exam."

I was disappointed to hear it, since I had really studied the night before. But I guess studying at home was no substitute for not paying attention to her lectures.

Leaning over my desk slightly, she continued, in a whisper only heard by me, "I think that you need some additional special instructions. But this time, to avoid any possible distractions, you'd better come to my home. My address is on the back of your exam. Be there at 6 PM tonight."

That being said, she moved off to deliver the rest of the exams to the class. Remembering our show and tell the last time, my cock had already hardened and was pressing against my pants. I guess it was visible to others, because I heard Jane, the girl seated next to me, giggling quietly. When I turned my head just slightly, I saw she was pointing to my cock and whispering to her friend next to her.

Really embarrassed now, I turned and faced the front of the classroom, trying to think of anything that would cause my cock to retract until later. The rest of the class was boring, what with the test result, Jane's comments, and Ms. Malone's edict. It felt like the time would never pass. Finally, the bell rung, and class was dismissed.

I was about to leave when Ms. Malone called my name out. "Steve, please come over to my desk for a moment." I went, not knowing what she was going to say. Would she cancel out the special training? Maybe she had remembered another engagement for the evening. I walked over slowly, with more than a little trembling in my legs. I hadn't realized how much her offer to help me meant until just then, when I thought that she might cancel it.

"I just realized that you live over on the other side of town from my place. Rather than you taking a bus, why not wait around for me? I'll only be a few more minutes, and then I can drive you to my place. It will be faster, and we can get more teaching in before you have to go home."

Her offer sounded good, almost too good to be true. "Sure, that's fine by me. Shall I meet you in the teacher's parking lot?" I asked.

"Meet me there in fifteen minutes -- I'll be finished here by then."

I nodded agreement and left the room, now walking on air. It would happen again - she was going to tutor me in another lesson!

Fifteen minutes later, she appeared at her car. I had been walking around the parking lot, killing time, until I saw her. I quickly walked up to her car.

Ms. Malone said, in a voice that had just the hint of anti- cipation in it, "Get in the car quickly, before anyone sees you. I don't want it to be common knowledge that I'm providing you with special tutoring."

I guessed that there might be more behind that excuse for urgency than her concerns over others thinking that she was tutoring me, but I didn't let that thought get in my way. Once in the car, my vision shifted to her dress. I noticed how it rode up her legs every time she shifted gears. It finally settled comfortably about two inches up her leg.

Looking at her legs, I realized that they were nearly perfectly formed. I'd never before understood how much a well-formed leg could turn me on. And the pressure that was starting to build in my pants was proof enough that they were a turn-on!

"Well, what subject matter do you think we should cover tonight?" she asked.

"I guess you'd know better than me, Ms. Malone. I follow whatever teaching plan you have in mind," I responded meekly. As you might guess, I was not the aggressive type.

"Ok, but first, when we are not in school, my name is Sandy, not Ms. Malone. I'd much prefer you call me by that." With that said, she quickly down-shifted, gunned the car, and smoothly merged onto the parkway, heading south.

The rapid movement of her legs caused her skirt to climb further up her legs, revealing now nearly half of her thighs to me.

"You still stare at my legs, don't you?" she jokingly asked. "Can you wait until we get to my house, or should I start our lesson right now?"

"Uh, well, if you start now, wouldn't I learn more than just waiting till we get to your place?" I was starting to learn to be a little more aggressive. Maybe that was what she was trying to teach me.

With that, she took her hand from the shift lever and gradually pulled her skirt up until all of her legs were showing. I could see her panties lurking there in the shadow between her thighs. Pressure was definitely growing in my pants, as my cock strained to be free. But I noticed that there was no garter belt holding her nylons up. In fact, I could not see where her nylons ended.

Seemingly reading my mind, she explained. "I'm wearing pantyhose today, with my panties on over the hose. This way, I don't have to wear a garter to keep the nylons up. They are attached to the top of pantyhose and stay up by themselves."

I said nothing more until we reached her house. I had all I could do to absorb that great view of her legs.

Once in her house, she directed me to go into the living room. She followed, and stood in the middle of room while indicating with her hands that I should sit on the couch.

"I want you to watch closely as I take my clothes off. This is not only for your enjoyment, but an art in itself." With that, she put on some music, and started to dance slowly, removing her clothes one by one while keeping rythmn to the music. It was a great strip-tease, leaving me with a pounding heart and a very stiff erection.

"Ms. Malone, ah, Sandy, my pants are hurting me. Is it OK if I take them off?" I asked.

She laughed. "That is the whole idea -- while your at it, don't stop with your pants. Join me and take it all off!"

I quickly did, ending with stepping out of my shorts. I stood there, my cock fully extended and sticking directly towards her cunt. We were separated by about five feet until she started gliding towards me.

"During the last lesson, I taught you how to finger fuck me. I also exposed you to the art of a woman performing oral sex on a man. Today, I'm going to show your great, big dick what it was meant for -- exploring my love tunnel. But first, let's review what you remember from your first lesson." With that, she sat down on the couch and motioned me to join her.

As a hint of what she wanted me to do, she took her breasts, one in each hand, and squeezed them gently. I could see her nipples start to harden, and her tits form into little points.

I took one of the pro-offered boobs in both my hands. I started to squeeze them, gently at first, causing her nipples to stick out even further. I extended my tongue, and lightly touched one nipple. She responded by breathing deeper. I continued to massage her boob with both my hands and my tongue. Acting on impulse, I inserted her whole nipple in my mouth and sucked on it, causing its tit to expand in my mouth. She took a quick, deep breath, almost a gasp.

I nibbled on her tit, first with my lips, then, as I got bolder, lightly with my teeth. For this action I received a light moan from my teacher. It appeared that she was enjoying this teaching as much as I was enjoying the learning.

Sandy pushed my face back slightly and offered me her other boob. I repeated all my actions on that one. While I worked on her boobs, she lightly kissed my exposed ear. Seconds later, her tongue was darting in and out of my ear. I didn't realize how erotic that could feel!

I moved one of my hands done to her crotch. Finding her cunt hairs, my fingers weaved their way around her crotch until they located her slit. It was easy to know that they had found the core of her love machine -- the hair and the slit were already wet from her love juices.

My fingers slid around the top of her slit, moving from her clit to her love hole. I inserted one finger into her hole at the same time that I bit harder on her tit, which was still in my mouth. She responded with a deeper gasp, followed by a low moaning sound.

"Deeper, push your finger in deeper!" she groaned. Her legs tightened around my hand, forcing my fingers deeper into her cunt, while her hips started to rotate on the couch. "Oh, does that feel good! Keep it up!"

I thought that, if one finger was causing all this emotion, what would two do? I slowly inserted a second finger into her cunt, and started moving them in and out. She spread her legs now, giving me a much better access to her love hole. She arced her back, and her stomach muscles seemed to suck my fingers deeper and deeper into her each time I pumped her. Her deep breathing was replaced with a continuous groan of pleasure, as she reached higher and higher heights of pleasure.

Taking a risk, I moved my tongue from her tits to her clit. Making room with my hands, I buried my mouth into her cunt, licking and sucking everything that felt warm and wet.

"My clit -- suck my clit!" Sandy yelled. "Oh, YES! Suck it hard -- very hard! Don't stop!" I found it and complied.

Her movements became uncontrollable, just like they had that night in the classroom. Her breathing turned into one continuous loud groan, as she gasped "Harder, harder, HARDER! Come on! Coordinate your fingers with your tongue! I'm going to CUM! Come on. MAKE ME CUM NOW!!!"

She reached climax, thrashing about on the couch and soaking my mouth, my hand and the couch with her love juices. I continued sucking her clit and pumping her love hole until she begged me to stop.

"Please, please stop! I beg you, stop and give me a chance to recover," she cried. "I can't stand it anymore. Pleeeease stop!."

I slowly removed my fingers from her cunt. She had clenched her thighs together so closely that it was difficult for me to remove my hand. When I finally did, she laid down on the couch and pulled me on top of her.

"Oh, Steve, that was great! You sure have learned a lesson or two! Come here, hold me tight. Let me regain my breath. Let me feel all of you!"

Her legs encircled my. Her hands had grabbed the back of my head and forced my lips down onto hers. I kissed her, and quickly found her tongue darting back and forth inside my mouth. My cock, caught between our two bodies, buried its head into her cunt hair. It felt great having my big cock nosing around in hair surrounding her cunt!

Sandy wiggled her hips, massaging my cock with a combination of her cunt and tummy. I could feel its head swelling, getting even harder, as my balls threatened to explode. Sensing this, she stopped, and pushed me away from her.

"I'm not ready to let you cum yet. In fact, we've only completed the review of the last lesson," she explained in a voice that was still husky. "I want you to hold yourself until we get into the new lesson."

"But Sandy, I'm so close that it hurts to stop. If you don't complete this first lesson, I'm afraid I'll cum anyway."

"I've got just the remedy for that situation," she said in a knowing fashion. "Just sit up and wait for me to come right back." With that, she swung off the couch and walked over her bathroom.

Emerging a few minutes later, she was carrying what looked like a tube of toothpaste. The writing on it, however, was either Chinese or Japanese, I couldn't tell which. She took the tube, removed the cap, and spread a white cream onto her hands.

Kneeling in front of my pulsing penis, she took my cock in both her hands and gently massaged the cream onto it, starting at its head and working all the down its elongated shaft.

Her hands felt like heaven. The cream, cold at first, took on a warming feeling as her fingers deftly massaged in into my whole cock.

My organism, which had threatened to erupt at any second, gradually was replaced with a slight numbing sensation, followed by a feeling of immense pleasure. It was difficult to describe. The feelings I was getting from my cock were different than anything I had ever felt. I was on a high emotional plateau, higher than anything ever before, but at the same time I knew that I was nowhere close to cumming. Whatever it was that she put on my cock had taken the sharp peak off my high but replaced it with a general feeling of much greater pleasure.