Brian had Cynthia, one of his fellow faculty members, bent down over the bed in his room, her legs spread slightly so he was able to get his hard cock up between her legs and penetrate her hot pussy from behind doggy style. He and Cynthia had fucked before on occasion but tonight he'd already brought her off twice by eating her pussy and now they were on their second fuck of the evening. After their first quickie, Brian had taken a shower with Cynthia, soaping up her small petite breasts and slipping his fingers up inside her pussy while she rode up and down on them while the water cascaded down over their heads.

As Brian felt his cock sink inside Cynthia's tight cunt to the very hilt, he happened to look out the window of his room over to the apartment building nearby. Brian's was totally absorbed with the hot woman he had his cock buried in at the moment but he suddenly caught sight of a sexily clad young woman in one of the apartment's windows across the way. She was wearing a hot red lacy bra and matching thong and she seemed to be oblivious to the fact that she was visible from the street outside. Brian continued to drive his cock in and out of Cynthia's pussy, feeling her bucking her cunt back into his pistoning fuck motions, while he put his body in autopilot and focused on the hot woman he was seeing there in her lingerie.

Brian thought that was one of his students, one of his young female students, in that apartment. What was her name, he wondered as he grabbed Cynthia by the waist and really began to pound her pussy hotly. Was it Kelly?? He thought that was it and he could remember looking at her in class and thinking how much he'd love to fuck her. He'd noticed how hot she looked when she'd get up to leave the room and what a hot fine ass she had.

Brian suddenly felt guilty a little bit as he was burying his cock in Cynthia's hot horny cunt but in reality it was Kelly, his student, whose pussy he was filling with his horny thick hard cock. He knew that he might fuck Cynthia again in the future -- if they were both horny enough to want it badly enough, but he also knew or hoped that somewhere in his future, he could manage to get with Kelly and give her an evening of hot lusty pleasure.

Brian grabbed Cynthia around her hips and really began to shag her pussy, driving his hard dick rapidly in and out, in and out, feeling how wet and how tightly her pussy grabbed his cock as he pounded her pussy over and over again.

Brian felt his orgasm explode and he pulled his cock out, spurting hot geysers of thick white cum all over Cynthia's next ass and lower back. Then he moved around to Cynthia's face, putting his cum-coated dick at her lips and watching as she flicked her tongue out to taste the cock that had just fucked her and shot jism all over her back.

In her room, Kelly was feeling super horny. It had been a couple of weeks since she'd had sex and she was growing desperately hot for a fuck. She thought back over the last couple of times she'd gotten laid and then she found herself thinking about her professor, Brian, and how she'd gotten wet on more than one occasion from sitting in class and fantasizing about his lips, hands and cock being all over her and inside her body.

Kelly walked over to the window of her room and stood there beside the curtain, not realizing that the very Brian she was daydreaming about was finishing his hot fuck with Cynthia and wishing that it was Kelly he had his cock deep inside.

Brian took the first opportunity he could to talk personally with Kelly. He asked her if she'd stay after class one day and discuss a project he wanted her assistance on. Brian sat at his classroom desk and dreaded having to get up because he knew the telltale hardness of his horny semi-aroused cock would be apparent to Kelly and every other person in the room.

Brian arranged for Kelly to come to his office in a couple of hours so he could show her what his project entailed and then he hoped he'd be able to set up a time that night for her to come to his apartment.

In his office about 30 minutes later, Brian was sitting at his desk, trying to concentrate but he realized it was hopeless. He had Kelly's hot sexy womanly body on his mind and he knew he was either going to have to go masturbate and take the edge off of his sexual arousal or he wouldn't be able to get anything done. He sat there rubbing the hardness of his cock through his pants, feeling pre-cum already starting to leak out of the pisshole of his long thickening cock. He wanted to fuck his own student, and Brian had determined that the sooner he and Kelly could be alone, the better.

Before Brian could take any action on his growing horniness and lust for his sexy student, Kelly, there came a tentative knock at the door of his office. Brian felt himself flush momentarily as he realized his cock was tenting out very boldly against his pants. What was he to do with someone knocking at his door?

"Just a minute," Brian muttered as he started shuffling papers in an effort to make it appear that he'd been busily working instead of sitting there fantasizing about Kelly and what he wanted to do with her.

When Brian felt his cock was gone down enough to cover up his obvious arousal, he opened the door and was shocked to see Kelly standing there. She was almost an hour early.

"Hi, Professor, I'm sorry I'm early but I took care of some on-campus errands and I didn't have anything else to do. Just thought I'd see if you and I could go ahead and talk now," Kelly said as she stood there smiling shyly at the man she'd secretly been lusting after for months.

Brian felt his eyes look into Kelly's as he took in her beautiful blonde hair, her pretty face and then his eyes began to wonder down onto her ample breasts and her full womanly figure. Before he could stop himself, Brian realized he was getting fucking hard again.

"Come on in, please," Brian offered as he lowered the sheaf of papers he was holding down over the lump in his crotch. Brian could feel his hardening cock twitching in his pants and he closed the door securely behind Kelly, locking it as he showed her to a chair next to his desk.

Brian watched Kelly's full rounded ass as she walked in front of him and he wanted to reach out and wrap his arms around her right then.

Brian spent a few moments trying to pay attention to the purpose he'd asked Kelly to come to his office. He really didn't know how to keep his mind on the work project because he could feel his hard cock throbbing in his pants, wanting to be out in the open, naked. He wanted to take Kelly right there, right then. Brian thought back to the night before when he'd been fucking Cynthia and he remembered how sexy Kelly looked in front of the window of her room in only her bra and panties. He remembered how seeing her and realizing who he was seeing while he fucked Cynthia made him all that much hotter and horny to be with Kelly.

Finally, Brian couldn't resist the opportunity thrust into his hands with Kelly being there in private with him, the door closed and no one looking for him for at least another hour. He stood from his chair and walked over in front of Kelly. She looked up into his eyes, not knowing exactly what she expected to see in his face, and Brian reached down, placing his hand on Kelly's right shoulder. She allowed her eyes to wander down Brian's face to his chest, and then on further downward where she was suddenly confronted by the large full bulge of his erect cock pressing out fully against the material of his pants. Kelly felt her pussy begin to get wet from knowing that her professor that she had lusted after for months was so hard and turned on with her in his office that his cock was threatening to burst out of his pants.

Kelly unconsciously licked her lips and then she could feel Brian's hand moving down from her shoulder onto the full rounded cone of her right breast. Her nipples hardened into little pebbles instantly and Kelly didn't know where the next moments might lead but her pussy quickly got so wet that she knew she would have to get release soon somehow.

Brian looked into Kelly's eyes and he thought he could see lust burning there just as he could feel hot sexual desire taking control of his lower body. His cock was pushing hard up against his pants and he knew right then that he wanted to have sex with Kelly more than anything he could imagine. He couldn't believe how she'd inflamed him sexually and he knew he was being very bold and forward but he reached over and took Kelly's hand in his and he leaned his head down, kissing her on the back of the hand. Kelly responded to this first physical touch and the kiss on her hand with a hot sexy sigh of passion. She could feel her pussy clinching and she knew she wished it was clinching tightly around the thickness and length of Brian's cock inside her cunt.

Brian stood up from his chair, and pulled Kelly into his arms, feeling her full large breasts pressed hotly against his chest as his hands slipped down, cupping her ass and he pulled her foward against his groin, hoping she could feel his hardon pressing firmly against her pussy. Brian was more than ready to fuck Kelly and he wanted to do it right there on the desk in his office.