Part 3

It had been three weeks since her second tutoring session. I had been paying attention to the classroom work, and started making good progress in her course. For the first time since we started the semester, I really understood the course materials and was able to keep up with everyone else. It now looked like I would pass. It was no problem preventing myself from daydreaming about Ms. Malone (or Sandy, as she said I could call her out of school) since we had completed the two outside tutoring classes. Her methods had worked.

In fact, I had become somewhat of a popular guy with girls of my class (something which never happened before the tutoring). Each day, at lunch or after school, there was always one or two girls talking with me, flirting, and generally doing what high school girls do when they are trying to attract a male student's attention. I had even gotten up the courage to ask several of them out on dates, which resulted in very pleasant experiences (though not as intimate as my experiences with Sandy).

In short, it appeared that I was growing up, and was really starting to enjoy high school social life.

My attentions to Ms. Malone, on the other hand, had dwindled in direct proportion to amount of attention I was getting from girls my age. In part, I guess, this accounted for the ease in which I broke away from my old habits of staring at Ms. Malone and daily visually stripping her clothing off while she lectured to the class.

On this day, as both her class and the school day ended, Ms. Malone asked me to stay after school for a few minutes. Perplexed, since I knew that I was doing much better, I waited to find out what she wanted to say to me.

When everyone else had left the classroom, she closed the door, isolating the two of us from the rest of the world. It was very similar to that first tutoring session, except this time I had no idea what she wanted.

"Steve, I've been wondering what has happened to you in the past few weeks," she started. "When we finished our last session after school, in my car near your home, I recommended strongly that future sessions would be needed. Yet now, weeks later, you seem to have no interest in pursuing further help from me. What has happened?"

"Well, Ms. Malone, I thought that I was doing well in class! And as long as I was, I thought that no further help from you was needed," I replied honestly.

"You really mean to say that, since I taught you all those tricks, you've been too busy with all those little girls that hang around you every day to worry or even think about me! That's what you really mean, don't you?" she angrily proclaimed. She continued, "Did you think that all of those efforts I made to help you had no affect on me? That I didn't want to continue to teach you even more? That you can now go about living your life, fully convinced that you know all you need to know? You're a bigger fool than I thought, Steve!"

Yipes! This was starting to sound like one of those late afternoon soaps that are on TV. She really sounded hurt, angry and even more than a little jealous! Before I could say anything, she continued her verbal attack.

"You must be very self-centered, young man. To not even take into account my feelings, my desires, my hopes, while you freely give to those young wenches everything I so painstakingly taught you! Doesn't this interest you any more?"

With that, she pulled her skirt up to her waist, revealing the fact that she had no underwear on. I could clearly see her naked pussy, surrounded by her soft cunt hair. I hadn't realized that she was dressed like that. In the past, I would have noted the lack of a panty line on her hips, or her thighs. But not today -- maybe not for several days.

Dropping her skirt back to normal, she stood there, arms held across her stomach, her boobs sticking straight out at me, looking me straight in the eyes and daring me to answer her accusations.

"Ah, you see, I, ah, I really thought that you only had a professional interest in me, Ms. Malone. I thought that what you were teaching me was to become more aggressive, more outward, especially to females. And I have been. I've been having a good time after school, dating for the first time, seeing different girls, enjoying my life for a change. Wasn't that what you wanted?"

"Yes, I wanted you to learn that. But I also wanted you to remember me, too! While you may have forgotten what we did together, my body hasn't! My panties have been wet every day for the last several weeks, watching you, sitting there in my classroom, having fun with those little witches sitting next to you. They've been wet with desire for your cock! Why couldn't you understand that?," she sobbed.

I quickly rose from my desk and walked up to her, took her in my arms, and held her lightly. She laid her head on my shoulder, and soon the crying stopped. Wiping her tears from her face, she backed away from me and sat at her desk.

"I guess you want something younger than me, younger than my 27 years," she stated matter of factly. "Well, maybe that's right, maybe you should. But I still want to teach you more, and enjoy you while you learn. Look, this weekend, I have a niece coming up to stay with me. She'll be here only for the weekend. She's about your age, and I bet she needs help as much as you do. Why don't you arrange to be free Saturday afternoon. I'll pick you up here at the school, take you over to my house, and let's see if I can't teach the two of you something you'll both not forget! Maybe it will also serve as reminder to you of what you were about to give up!" With that, she stood up, faced me directly, and challenged me with her looks to say no. I couldn't.

"All right, Ms. Malone, I'll make sure I'm free Saturday. See you in the parking lot at 1 PM?" I reluctantly agreed. There went a date for the baseball game with Jane, the redhead that sat next to me in class. But I probably could arrange something for the following week with her. Better not to get Ms. Malone pissed off at me until after the school year ended.

I met Sandy at 1 in the parking lot on Saturday as agreed. She was wearing a halter top, tied so tight that I could clearly see her tits straining against the stretched fabric. There was no bra on. And her shorts, they too looked like they were molded onto her body. There was no sign of anything under them, either.

We drove over to her house without saying very much. She glanced at me several times, but didn't crack a smile until she caught me staring at her crotch. I had seen what I thought was a damp patch between her thighs as she shifted the car gears. She caught me staring at it.

"Yes, Steve, I'm wet already. I'm glad you noticed. Maybe this day will turn out OK after all."

We entered her house through the garage. This brought us directly into the kitchen. She led me to the window, which overlooked her pool. Sitting on the edge of the pool was a gorgeous looking girl, her niece I guessed. She had on a small two piece bathing suit, nothing much more than three small green triangles covering her crotch and her tits. Thin straps connected them together, leaving almost of her body exposed to my greedy eyes.

Sandy watched my face as I gazed at her niece. Her hand moved to my groin, and slowly started massaging my dick. It wasn't long before she could my building erection through my pants.

"Does she turn you on?" Sandy asked. "Or is it only my hand on your cock that is causing it to grow?"

"She's very nice," I agreed, "but it definitely is our hand that is doing most of the arousing." With that, I turned towards her, put my arms around her back, and gave her a long, deep french kiss. As she wiggled a little in my arms, I let my hands drift down her smooth back, slip under her shorts, and massaged her bare hips, pulling them tighter against my aroused cock.

As she responded by grinding her pelvis against me, I pushed the top of her shorts down, below her hips, giving my hands free access to her sexy backside. She responded by undoing the buttons to my shirt, opening it up to reveal my bare chest. She next took the bottom of her halter, pulled it up, freeing her nipples so that they could play on my bare chest.

Just then her niece walked into the kitchen from the pool.

"Oh, excuse me, Auntie!" she exclaimed, with a blush exploding from her bosom all the way to the top of her forehead. "I didn't know you were back. I'll just go outside, leave you here."

"Don't go, Lynne," Sandy replied. "Lynne, this is Steve, my friend. Steve, my niece Lynne." I extended my hand out towards Lynne, to shake her hand, but she just stood there, staring at Sandy's exposed breasts and cunt. She was almost in a trance, totally absorbed with staring at her almost naked aunt.

Finally, Lynne spoke. "Aunt Sally, what are you doing, standing there with your privates all exposed to a man? I'd, I'd better go back outside and leave you alone!" she said in a quivering voice. She started to move back to the door.

"Lynne, look at me!" Sally commanded. Lynne stopped, turned, and looked at Sally. Sally raised her hands to her halter top, removed it, and then pushed her shorts down and stepped out of them.

"Lynne, the naked human body is there to be enjoyed, not covered up. At least, not covered up in private. Steve is a friend, a very close friend, and you should consider him as part of our family. Now," as Sally moved over to Lynne, "if I can take all my clothes off in front of Steve, and not feel embarrassed, shouldn't you be able to do the same thing?" she asked.

"I, I don't know, Aunt Sally," Lynne stammered. "It's just that Mom never said anything about something like this. Are you sure it's all right?" she asked.

Soothingly, Sandy replied, "You know me well. I wouldn't do anything in front of you that I wouldn't want you to do in front of me," she explained. "You have such a nice body, there is nothing for you to feel ashamed about in showing it to my close friend. You'll not be showing him anything he isn't already seeing from my body, are you?" Sandy asked.

Lynne still seemed hesitant, but didn't shy away as Sandy approached her and put her hand on her shoulder. Sandy moved behind Lynne, keeping her hand on her shoulder. Putting her other hand on Lynne's other shoulder, Sandy gently moved both straps of her top off her shoulders and let them hang around Lynne's arms.

Moving to the clasp of Lynne's top, Sandy undid it, letting the ends drop but keeping enough tension on the front so that Lynne's boobs remained covered. I could see that Lynne's tits began to appear on the fabric as they got harder. Sandy knew what she was doing.

Sandy loosened the material just enough so that the top slide lower, revealing just a hint of the deep red skin of Lynne's nipples. My body started to react to this movement as my cock regained it's lost rigidity.

Lynne looked at my crotch and saw my growing erection pressing against my pants. Maybe it was unconscious, but she lightly wetted her lips with her tongue!

Sandy dropped Lynne's top, revealing all of her young, firm breasts. Lynne moved her arms slightly, allowing the top to drift to the floor. Sandy moved to her bikini bottoms, and started pulling them down.

Standing in front, I watched Lynne's pussy being revealed, inch by inch, as Sandy worked her bottoms off. I saw that it was covered only in light brown hair, so light and short that it looked more like fuzz than hair. It was a very erotic sight!

In a few more moments, Lynne was standing there, totally naked. Sally moved her hands back to Lynne's boobs, and cradled each with a hand. As she squeezed and massaged them, Lynne's tits became even harder, and her nipples took a very dark red color as her blood rushed inside them.

I moved forward and put one tit in my mouth. Gently, I stroked the outline of her nipple with my tongue, teasing her. Then I played with the very tip of her tit, finally grabbing it with my teeth and biting very gently.

I could feel Lynne's body start to quiver and shake. Her emotions were building as both Sandy and myself caressed her. I ignored her other tit, and choose instead to drop to my knees in front of her, putting her pussy at my eye level.

Lynne involuntarily clutched her thighs together, trying to protect whatever modesty she had left. But I persisted -- kissing first her young, smooth thighs, then the front of her pussy. My hands gently took hold of her thighs, and spread them apart, just enough so that my tongue could stroke her slit.

Sure enough, once my tongue got to her slit, I found that it was wet and well lubricated. My tongue found her clit, and started its slow, but relentless, stroking and licking.

Lynne relented to my attack on her pussy, and loosened the pressure on her thighs. I was able to get my fingers between them, and started stroking the outline of her love hole while continuing my gentle assault on her clit. Not only was her body now shaking visibly, but a little moan could be heard coming from her throat.

Sally, meanwhile, had started kissing her neck, just behind her ear. She played with Lynne's ear, thrusting her tongue in and out as she had taught me before. Her kissing moved forward, under Lynne's chin, and then upwards, until their two sets of lips met each other. As Lynne turned her head to meet Sally's kisses, I knew that we had made a convert of her! How could she resist, with Sally massaging her breasts, and kissing her lips, and I finger and lip fucking her pussy? She gave in fully to the experience, shattering any last resistance that might have left in her.

Lynne opened her thighs fully, allowing me free access to all of her love hole. I took advantage by moving my lips over her cunt lips, and continuing to suck her clit while stroking her love hole with my fingers. I inserted one finger into her, and felt her shudder with delight and pleasure. But as I tried to push it in further, even though she was as wet as Sally got, I could not go very deep. Giving that up for the moment, I concentrated on working with what I had.

Lynne's hips started to move with my fingers and tongue. Her cunt muscles were extracting every bit of pleasure out of my fingers that they could. Sally's tongue was buried deep in Lynne's mouth, and Lynne and taken each of Sally's breasts in her hands, trying to massage them in a clumsy fashion.

A few moments longer, and Lynne grunted loudly, followed by a long sigh. She cried, "Oh, oh, OOOOHHHHH!!!" as she came. Her body jerked, uncontrollably, as I continued to nibble on her clit and finger her love hole. Her juices soaked my hand, my face, and oozed down the insides of her thighs.

Finally, her legs couldn't keep her standing any longer. We both let her slide gently to the floor, where she collapsed, barely ably to keep herself in a sitting position.

Sally and myself joined her, cuddled up together, and held each other in the way only intimate lovers can do. We both had found another love partner, one that we could equally enjoy together, teaching and being taught.

Having relaxed together briefly, I realized that I was the only one still clothed. I got up, dropped my trousers, and pulled off my underwear. By this time my cock had shrunken back to its normal size, so it wasn't a great sight to see. But Lynne, apparently never having seen a man naked before, was looking at me with wide open eyes. Sally noticed, and motioned me over to the two of them.