Carol had been Jill's history professor for the last two semesters. A lovely lady in her fifties, she was a good teacher, kind and patient. She had encouraged Jill at every turn and had helped her get an appointment as a student-teacher. It was no surprise that they'd become quite close despite the difference in their ages.

The professor couldn't help but be concerned about the abrupt change in Jill following her break up with her boyfriend. She cried all the time, couldn't eat or sleep and her studies were showing the results. A second bad evaluation such as the one she held in her hand would see Jill out of the student-teacher program.

A knock on the door of her office told Carol that Jill had gotten the message she had left at her dorm. Sliding the report into the top draw, she pressed the small button at the side of her desk, unlocking the door. As Jill entered, Carol took stock of the younger woman, cursing the bastard who had caused her deterioration.

Jill stood five four and normally weighed about one ten, it was obvious she had lost weight in the last month. Her beautiful blonde hair was tied back in a pony tail instead of flowing free as she always liked it. Her eyes were red, it was clear she had been crying again.

"I'm sorry I'm late, " She stammered. "I lost track of the time."

"That's ok," Carol replied. "I'm just glad you showed up at all. "You missed our previous two appointments."

"I'm sorry," Jill replied. "I've been going through such a hard time lately and I..."

With that Jill once again burst into tears. Carol quickly moved to her feet and eased the girl to the large padded sofa on the side of the office. Making soft sounds she let her cry on her shoulder, happy that Jill was finally letting go. Her arms comforted her and through her sobs she unburdened herself. Jill went on for almost a hour, revealing every hurt and emptiness within her. Carol listened patiently, assuring her that everything was going to be better.

"Are you willing to take my advise?" Carol said. "No questions asked?"

Jill nodded and blew her nose in the handkerchief Carol had given her.

"Very well. Take off your clothes."

Surprised, Jill stopped wiping her tears and looked at the older woman. She was at a loss for words.

"The only way to forget the pain of losing a lover is to find another. I'll help you ease the pain," She explained.

For some reason, it made perfect sense. Even tough Jill had never been with another woman, this seemed a sensible solution. If she simply hopped into the bed of another guy, it would just be sex and right now she needed something more than that. The friendship and caring she craved already existed between Carol and her.

Without another word, she rose and began taking off her clothes. Carol checked the door and when she turned around, Jill could see the point of her nipples in her sweater.

"Just relax," She said in a voice just a bit husky.

By the time Jill was down to her underclothes, Carol had taken over. She kissed her mouth lightly and then worked her way down to her neck. Reaching behind her she unhooked Jill's bra and pulled it off her shoulders, freeing her small breasts. Her hands covered them and she made little circles with her tongue around her breasts, squeezing the nipples up into her mouth.

In spite of Jill's nervousness, she responded quickly. Her pussy felt delightfully moist and she moaned softly.

"See," Carol whispered as she took another nipple into her mouth. "I told you it would all be all right."

Carol slid her hands inside Jill's panties and cupped her mound. A finger worked it way between her lips and was immediately covered with juice. Jill found Carol's hands and mouth were in a way more thrilling than her boyfriends had ever been. Carol seemed to sense exactly what she needed. Moaning loudly, Jill felt her body pulling at Carol's exploring fingers.