A Big 'Thank You' to Mistress Lynn for taking the time out of her busy schedule to edit this story for me and make it a much better read.

"Wow! What a knockout," I said to my friend Lee.

We were both computer nerds in our first year at the university. One afternoon while working together on a software program, an older woman walked in. She was probably in her thirties and built like a brick shit house. Everything about her made me think of a supermodel. I got a hard-on just looking at her.

Lee's tongue hung out of his mouth as we tried to figure out why she was in our classroom. Melinda, one of the girls in our class, laughed at us.

"Jeez, Tom, put your eyes back in your head. She's a sexy woman but I guarantee she doesn't know you exist."

"Damn, I've never seen a woman up close who looked like that. She's the most beautiful woman I've ever seen," I replied.

I could tell that pissed Mel off because she had a slight crush on me. We were just good friends and had been since childhood, growing up in the same neighborhood. She even chose the same university I did, going into nursing.

In high school I studied hard so I could make it to college. I didn't play sports because I didn't want to give up so much study time. During our senior year I found out my girlfriend was cheating on me. After a nasty confrontation, we broke up. It really hurt me but the only one to notice was Mel. She was always there for me but I was too young and immature to see it.

Lee and I were still watching the gorgeous woman with our instructor, Mr. Dobson. He was trying to hold his stomach in while they talked, which made us laugh.

"Tom, will you come here for a minute?"

I was surprised when Mr. Dobson called me, but I went to see what he wanted.

"Tom, this is Sandra Grayson. She's the owner of a chain of boutiques. For the next couple of months she will be learning some of the business software you and others have programmed. I want you to work with her on the days she's here so she can best understand how they work."

I looked up at the beauty in front of me. She looked flawless.

"It's very nice to meet you. I'll be more than happy to help you as much as possible, Mrs. Grayson," I replied.

She smiled at me before speaking. "Thank you, Tom. First, I'm not married. Second, if we're going to work together you can call me Sandy—all my friends do."

She had a beautiful soft voice that made me forget about computers. After a few more instructions, Mr. Dobson went to talk to some of the other students.

Sandy mentioned Mr. Dobson gave her the okay to come in on Tuesday and Thursday evenings. My classes would be over by then but I had no problem coming back to help her however I could. By then the lab would be empty, so we would be alone. I already looked forward to seeing her.

I met her in the computer lab the following Tuesday. She was a fast learner and picked up on the programs very easily.

"Do you have a girlfriend, Tom?"

Maybe it was her voice, but it seemed as if she was flirting with me. Before I could answer, she chuckled.

"Don't tell me the girls here don't want to go out with a hunk like you."

"I don't date much. Most of my free time I spend here in the lab. Or I exercise. And I'm taking a massage class," I said, mentioning the class as a way to impress her.

"Ooh, let me see your hands," she said, taking them in hers. "They look soft and yet feel so strong. I have a slight stiff neck from all this studying. Would you mind rubbing it?"

I was nervous but didn't refuse. Standing behind her, I began working the muscles in her neck. But the thoughts that went through my head were making me hard. She wore a loose blouse that tied around her midriff and a short denim skirt. Soon she was sighing and making all sorts of sexy sounds.

"Tom, that feels so good. God, I wish you could do that all night."

I don't know what made me say it but I did. "I'm here for you as long as you need me. I was told to help you with all your needs."

"That feels so good. I wish you could rub my back. It's so tense."

"I can do that; I don't mind."

One hand dropped to her back, kneading her skin. The light floral scent of her cologne tickled my nose, sending a jolt through my entire body.

"We can't do it here, Tom. Someone might walk by and take it the wrong way," she said.

"We can go to my place. On Tuesday nights my roommates go to the science hall. No one will bother us there. It's not far, so you can follow me and drive home from there."

I felt as if my words were racing each other to get out.

"Are you sure you wouldn't mind? I don't want to take advantage of your massage skills. I'll even pay you to get rid of this tension."

"Oh no, I could never accept money from you," I said.

I lived in a rooming house with four other guys who all were weird but mostly because they were so extremely smart. They were all science majors and could split an atom but didn't know how to go about getting a date. Still, they were my friends and I always stood up for them.

After locking the lab, we headed to my house. And I was right—no one was home. Sandy followed me in to my room and started to unbutton her blouse while staring at me.

"I need to take this off for you to rub my back, don't I?"

She gave me a slight grin when she saw I was breathing hard. When she opened her blouse and I saw her sexy bra, I thought I was dreaming. Her tits looked as if they wanted to escape from her bra and I couldn't help but stare.

Giving me a smile, she laid across my bed on her tummy. The mini skirt rode up her thighs and I could see part of her panties.

"Come here Tom; let me feel those strong fingers do their thing."

I got on the bed and started massaging her shoulders. She felt so soft and warm. Soon I got bolder and straddled her butt while working on her back. She had to be able to feel my cock against her ass even though I was fully dressed.

"Oh Tom, that feels so good. Undo my bra so you can do my whole back."

I wasn't sure if she meant my cock against her ass or the back rub. It wasn't long before she was making little whimpering sounds again. When I rubbed her sides I felt her tits and my cock got harder yet.

When I got to her waist I scooted down and straddled one thigh. Without asking I slid the zipper on her skirt down. Figuring she would tell me to stop any minute, I took a deep breath when she didn't. Just as I touched the upper part of her butt cheeks she moved.

"Let me slip off my skirt so I don't get it wrinkled."

With a little twist and turn she had it off, hooked her thumbs into her pink panties, and pulled them off too. I stood there looking at her, beautiful from head to toe, her blonde bush trimmed ever so neatly. Her breasts looked perfect with large areoles.

"Tom, make love to me. I've wanted you since the first time I saw you."

I didn't have to hear that twice. It didn't matter how old she was; all I saw was the most beautiful naked girl lying on my bed. Stripping, I went to her and started caressing her tits.

"Easy now Tom, you can play with them but don't hurt them."

Over the next two hours she became my sex teacher, explaining how she liked her tits and pussy played with. Then she told me I didn't need a condom because she was on the pill. I fucked her twice that first night. After I came the first time, my cock hardly got soft. Then she told me to lie on my back and she rode me till I came again. Just the way she was talking dirty and telling me how much she wanted me was enough to set me off.

"Promise you'll keep this a secret."

"Why? You said you weren't seeing anyone. I want to tell the world."

"Please Tom, lots of people wouldn't understand. You see, I'm not thirty-three, I'm forty, and people would be making fun of us. Let's just keep it a secret between us for now. If it all works out, we'll tell the world later.

"I have my business and people would wonder why my lover was so much younger. That's not including my family and yours. We need to take it a day at a time. I'll be here for you every Tuesday and Thursday."

Even though I wanted to tell everyone, I knew I would do as she said. The woman had me twisted in knots.

The next day at school Mel came up to me. "You look different, you seem awfully happy. What's going on?"

Mel always could read me like a book. Lying to her would be almost useless but I promised Sandy I wouldn't tell anyone.

"I guess it was working with Sandy last night. She's such a nice lady and being around her makes me feel good."

"You idiot, she's nothing but a cougar," Mel remarked.

"What's a cougar? She's just a sexy good looking woman, especially for her age. Remember we thought she was in her thirties? Well she's forty. Now that's looking good."

"Get over it!" remarked Mel. "A cougar is an older woman who goes after dumb good looking young guys like you. They figure they can control the relationship and that young guys have more staying power. After a month or two, they drop their latest sucker and go find a new one to teach."

"Sandy isn't like that. She's a nice woman," I replied.

"God no, you had sex with her already, didn't you?"

"I um, no um, we just talked. I know she's not a cougar woman."

"Christ Tom, how could you be so stupid? Damn, it must be your hormones talking. When she dumps you, I'll be there, you stupid bastard."

Mel walked away looking mad and sad. She was my best friend but I hoped she was wrong. I was in love with Sandy—or at least with the sex.

For the next month and a half Sandy and I went to my room and had sex every Tuesday and Thursday. She gave me the best blowjobs of my young life. I couldn't believe she kept my cock in her mouth and then swallowed every bit when I came.

She taught me how to eat her pussy, but making love to her was the best. All the dirty talk about how much she loved fucking me really got me going. A couple of times she asked me to do her ass. I'd heard people did it but that was a first for me. It was great but I liked fucking her pussy the best. I wanted it to last forever and I thought that just maybe it might. But then Mel brought me back down to earth.

"Tom, I don't want to see you get hurt. I know that woman is just using you and I can't just stand by without at least talking to you about it. We've been good friends for too long."

"Why are you so against me seeing Sandy? She never did anything to you."

"Yes she has. She took the guy away from me who I cared for my whole life. Tom, you two have nothing in common but sex; can't you see that? You've never met her family or friends. You haven't gone to dinner or even a movie. You're nothing but her boy toy and that hurts me."

"No, you're wrong. She said we'll date outwardly later, just not now because people wouldn't understand. I think she really cares for me."

"Tom, I didn't want to tell you this because I wanted you to get her out of your system. But, she's engaged."

"No, you're lying. You're just saying that. She told me she didn't have anyone in her life."

"I was in my cousin's bridal gown shop the other day. She has known your Sandy most of her life. Sandy was there trying on a wedding dress. Her future husband was there with her, and they were kissing. Of course she never recognized me. My cousin said the man worked at the university. I'm sorry, but you needed to know."

I sat there feeling like an idiot. The one thing I knew was that Mel would never lie to me. I guess I was just a boy toy. Damn, how stupid I was to think Sandy cared for me.

Mel came over and put her arms around me. She could tell I was hurt emotionally. But I didn't want to talk to her, so I went back to my room and moped around feeling sorry for myself.

I was working on a computer during class the next morning when Dean Elliot came up to me. All sorts of things went through my mind.

"Are you Tom Spencer?" he asked.

"Yes, I am."

"I'm Dean Elliot, and I want to thank you for teaching my fiancé how to use the programs she needs to run her business. I'll see that your willingness to assist her goes on your record. I stopped in to let you know she won't be back. We're getting married on Valentine's Day and she's busy finalizing plans.

"I want to thank you again for helping her out. We both really appreciate it. Since she won't be seeing you again, she asked me to come in her place. She'll never forget it."

He took me by surprise. Probably in his fifties, he seemed like a nice guy. Yet she was cheating on him. It made me feel like a bastard. He deserved better than he was getting, but there was no way I could tell him.

I decided that I was going to get even with Sandy. The sex with her was great, the absolute best, but she lied and messed with my emotions. For that I couldn't forgive her. Now I was thinking with my brain instead of my cock, and I wanted revenge.