A Noisy Professor-Student Threeway

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A talkative Professor and his students in an erotic fantasy.
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I am a professor at a university in Arizona. I am popular with the students, and in my early thirties. Some of the students even think of me as "hot" according to one of the university student websites that rates professors' looks.

What I am writing here is my best memory of what happened last week, though I will admit that I can't remember everything. I want to tell you in detail about a fantastic encounter that I had with two of my students, Anna S. and Melissa A. I am writing this to post here partly because I hope to give pleasure to those who read it, and partly to memorialize it forever so that whenever I want to remember this incredible experience I can return here to read about it. And finally,

I'd love to hear from women who have either done this or dreamed about it—sex with their professor or teacher. I want to hear about your experiences and fantasies.

Who were these students? The two of them are the president and vice-president of the education department's honors society at my university, and I am the advisor to that society. Last Monday, we had to have a planning session for the upcoming spring semester's events. I suggested we meet at my off-campus apartment. I will admit that the notion that something sexy would happen did cross my mind, but I really never thought that anything like this would occur.

After some event planning, some off-color joking, some open flirting, and a couple of glasses of wine each... They made it very clear that they wanted to enjoy some sexy with me, in my apartment. I told them that we could only do this because they were no longer my students, having taken a course with me in the fall semester. (It was now January).

I must admit that I love erotic talk during sex. I find that nearly always this is a turn on for the woman I am with. I think of sex as play, and sexy talk that engages the mind makes the play more fun and more intense. In this case, both Melissa and Anna seemed to really love hearing their Professor urge them on— and praise them—with my explicit sexual language. I do feel that the sexy talk made our entire encounter that much more fun and exciting, and when I asked them about it afterwards, they agreed.

So I am going to try to relay what we all said as closely as possible because, for me, it is exciting. I know that talking during sex is not for everyone, but I want to relay what happened as specifically as possible.

I should also admit that I very much enjoy all kinds of sexual play—touching, tasting, penetration—with every part of a woman's body. If you find this exciting, maybe you'd like to read on.

We started playing when I leaned over and kissed Melissa on the mouth. She tasted great, and she kissed me back passionately. I must admit that I love kissing, and that it nearly always makes me aroused. Melissa put her hand on the back of my head, and our tongues danced. Tasting the wine on her breath was very hot, and her hands went to my chest, then my thighs, and I lightly brushed over the smooth curves of her breasts with my fingers. I felt Anna tugging on my belt, and quickly my khakhis were unbuttoned. Melissa reached down, pulled my boxers down over my shaft and watched as it sprung out. She practically whimpered, giggling. I said "Melissa, would you like to touch it?" She kissed me really deeply, pulled back, looked me in the eyes, and said,

"Professor, you know what a teacher's pet I am. I'll do anything to get on the teacher's good side..."

With that, she stood up from the couch and unbuttoned her blouse, sliding it off and dropping it on a nearby chair. Leaving her bra on, she knelt in front of me. Anna remained on the couch next to me, kissing my face and watching both of us. "Melissa, are you going to taste him?" Anna asked very innocently. Melissa just looked at both of us and smiled. She licked her lips, glanced at my cock hardening in her hand, and kissed the head. What an amazing feeling! What a jolt of pleasure through my whole body.

She flicked her tongue over the head, circling it over and over again, before beginning to lower her face down on my shaft.

"Such a good student!" I praised her. "You know exactly how to treat your professor!" She looked me in the eyes with the sweetest, most innocent expression a college girl could muster. "Thank you, Sir! You are such a good professor, and such a helpful advisor to the history club. Anna and I would just like to show our appreciation!" Melissa and Anna looked at each other and laughed.

Melissa returned to me, this time kissing the head, and then dropping her mouth down, down lower along the shaft. I watched her lips open wider as she enveloped my shaft. I was now almost half way in her mouth.

Next to me, Anna was breathing more heavily, moaning very lightly as she kissed my face and ear. As Melissa bobbed up and down on me, Anna whispered in to my ear, "How does that feel, Sir? She's tasting you, Sir. It must feel sooooo good. She loves it, Sir. She wants to eat you all up, Professor."

Anna went on and on like this for a long time, occasionally rubbing Melissa's hair, praising her, asking her to take me just a little deeper in to her mouth, then returning to whisper to me, and taste my lips, teasing my skin with her tongue.

As my pleasure intensified, I knew that I wouldn't be able to take much more of Melissa's mouth on my super-sensitive head, but it was too early to finish. I grabbed a handful of Melissa's hair, and gently pulled her up, off me. I looked her in the eyes and grinned. 'Baby, that feels so good. You are so very good at that. But it's not time to end yet. I need you to move your mouth down. I want to feel your warm breath lower, Melissa. And I want to watch you."

Melissa looked at me, smiled, and moved her mouth, first nuzzling, and then lightly tonguing my testicles and brushing them with her lips with her hands gripped my legs. "Sir, I love to hear you groan," Melissa told me as she took one testicle, then the other into her mouth.

"Mmmm.... How do they taste, babe?"

"Professor, they are just a little sweaty, so salty and so tasty! Love the way you taste!"

I gave her a naughty little grin and wrapped my fingers in her hair. "Baby, I love watching your dirty tongue dance across them." "Mmmmm...," she purred, and the vibrations from her lips felt so great on the underside of my shaft. Her tongue sent electric shocks of pure pleasure through my body. With my right hand, I kind of slapped her face with my cock, half slapping and half just rubbing it on and along her pretty face.

I was happy to see that Melissa loved it. She opened her mouth, trying to grab my shaft with her lips, but I pulled it away, watching her tongue and lips try to catch her prey.

This game turned her on, and she moved her fingers between her legs. " Yea, Sir, slap me with it. Punish your bad, dirty girl!" I lightly slapped her cheek with my open hand, very softly, while she continued to try to get my shaft with her lips. "You are such a bad boy, Professor...Why won't you give me that cock? I'm so hungry, Sir," she panted. "I'll do anything you want, Sir." She looked at me with those puppy dog eyes, blue, sparkling and gorgeous. I very lightly patted her face again a few times...just a little slap, each time just a little harder. She gasped each time I did it, never taking her eyes off mine.

"Melissa, babe, you are so sexy. I'm watching my red cockhead slapping your face. And look, I'm painting your cheeks and lips with a little drop of sticky cum."

"Yes, Sir, you are. I love to feel your eyes on your bad girl."

I pulled on my shaft, drawing a drop of sticky precum from the tip, and wiped it on her lower lip. I slapped her face harder with my cock.

Melissa smiled, eyes shut, mouth wide open, so eagerly fishing for my cock, like a bird trying to catch a worm.

I stood up in front of Melissa. I told her to take off her bra, and her sexy white breasts, tipped by beautiful, hard pink nipples, spilled out. "Get back on your knees, baby," and she did as she was commanded.

"Put your hands on my ass, Melissa." She shifted her weight and grabbed both of my ass cheeks, squeezing them. "Scratch them, I want to feel your nails." She did as she was told. "Yes Sir....

The horny Professor likes to be scratched," Melissa hissed, with her mouth open, looking at me with suddenly very naughty and determined eyes.

She gritted her teeth and gave my ass a hard slap. Then another. Her nails trailed across the cheeks of my ass. She kissed and licked my stomach as she spanked. My cock pressed against her chest.

I grabbed her hair and pulled her head back. I snarled at her. I could see now that Melissa liked to play rough, and all of us were getting more and more turned on. "Open your mouth, my beautiful bitch. I want to use your mouth, the mouth I own." She opened wide, knowing what was coming next. "Hungry, are you?" I placed the head of my cock on her lower lip.

"Oh God yes, Sir. Give it to me, Sir, please..."

"I am going to use your mouth right now, do you understand? You make me into such a bad boy, an animal who wants to use your warm mouth to fuck and fuck harder. Suck hard on the head of my cock while I watch you." Her tongue lashed my cockhead, and my whole body tensed up. It was so intense. Her mouth was so hot and she was desperate. She was licking and sucking so hard on my cockhead. My student Melissa looked up at me.

Her face was red and flushed. She said, "Sir, I like your ass." She slid her mouth over my cock head, sucked, and slapped my ass hard. Melissa's tongue did its magic. It was incredible. She focused all her mouth's power on my cockhead, her tongue circling fast, then slow, then fast again.

Now I felt her fingernails on my cheeks of my ass...and now she very lightly passed her fingertips through my ass crack, from my balls, lightly over my asshole to the top of my crack, then back again.

The feeling was incredible.

Melissa was great at talking about what she wanted.... and what I wanted. She loved to talk as much as I did during sex.

I was starting to lose control, with one of her hands grabbing my ass roughly, scratching, slapping, and squeezing, and the fingers of the other hand lightly moving in my ass crack.

"Melissa, baby. It's time. Pull me all the way into your mouth, as deep as you can. Feed yourself with my cock. I know you want my thick cock to stretch your pretty lips and slide across your tongue. Make me crazy. Make me scream, my sweet, dirty bitch." And she did. Melissa's tongue lashed me faster and harder. Her blushing face pressed toward me, her nose in my public hair as she gagged just a little. She pulled at my ass.

All the while that Melissa and I played our naughty games and had our dirty dialogue, Anna was watching, sitting on the bed with one hand between her legs. I hadn't noticed, but now I looked and saw her skirt hiked up over her thighs, the front of her panties pushed to the side, and her other hand was on Melissa's back, caressing her friend's body.

Every once in a while Anna would reach around and cup a breast, or tease and flick a hard nipple, or kiss and lightly bite Melissa's back and shoulders. Anna reached between Melissa's legs now and fingered her friend, slowly at first and then faster.

It didn't take long before, with my cock still in her mouth, Melissa started first to moan, then to scream as she began to come. Her hips thrashed and she moved back away from my cock, shaking now with pleasure as Anna rubbed her clit mercilessly. Anna held her up as she came again.

Having made her friend come, Anna now got on her knees in front of me. Melissa saw her, and pushed my cock over toward her, while she lay back, caught her breath and wiped the tears from her eyes. Anna smiled and took my shaft in her hand, pumping it lightly. "Now it's my turn, Professor, Sir. I know you love your balls played with... May I please kiss your pretty balls, Professor?" she said with a naughty, submissive smile.

I smiled and nodded. Anna leaned down and licked my balls all over, slowly and carefully. Her tongue darted over my ball sack and back behind.

She teased that sensitive skin behind my balls, my balls resting on her lips and nose. "God your cock is so hard, Sir."

"I want to make you feel as good as Melissa did, Sir," she breathed. "I want to see your handsome face just as happy as it was when your big dick was in Melissa's mouth. I just want to make you happy, Sir."

This was getting to be too much for me. I knew that I couldn't hold out much longer. "Finger yourself babe. I want to watch it." She leaned back and slid her finger through her pretty pink lips, teasing her clit, pressing the tip of her finger inside, then taking it out, rhythmically rubbing and sliding. She kept her eyes locked on mine all the while.

This sight by itself almost pushed me over the edge. I told Anna that I needed her to make me cum. That is was time for her suck harder, jerk harder, and...beg.

"Anna, beg me to... explode all over your faces while you finger yourselves." As I got closer to orgasm, I just started babbling, half incoherently, to these two gorgeous women. Melissa got back on her knees in front of me and opened her mouth.

"I love having the two of you together, Melissa and Anna... Right now I need to cum on Melissa's face... Don't worry Anna, you'll get yours," I smiled.

"Please, Sir, shoot your cum on Melissa's face!"

Anna begged me to cum, stroking my cock faster and faster, and aimed it right at Melissa's mouth. Her face was so flushed and gorgeous, and she just looked at me and said, "Please Professor....Please."

Finally, I came incredibly hard. I must have shouted at the top of my lungs, because afterwards the girls said they thought the neighbors were going to knock on the door and complain. I just remember seeing my white sperm landing on Melissa's cheeks, nose, forehead, tits, and chin. I collapsed on the floor. Melissa absent mindedly wiped the cum from her face onto her fingers, then licked them off slowly. After a few minutes enjoying the feeling, and the sight of Melissa's flushed, red face covered in my cum as she panted, I told Melissa to lie back on the couch and spread her legs.

"Anna, babe, I know you have wanted to eat Melissa's beautiful pussy for a long, long time. Now I'm going to watch you. But first, kiss Melissa, and lick my cum from her lips and cheeks and chin." With my sperm still spreading out on Melissa's face, Anna bent over her and kissed her lips. Their tongues danced. Now Anna's mouth moved to Melissa's cheeks, kissing and sucking up my cum from her face, swallowing it.

"Anna, now go down on Melissa.... Is that what you want, Anna, to smear my cum from your face onto the lips of her pussy, and onto her thighs?"

"Oh God yes, Professor!"

Melissa got on all fours, with her face on a pillow on the bed. She looked so hot, and so relaxed, and so ready for lips between her legs.

Melissa looked hotter, hornier, and more gorgeous than ever. "Her ass is a miracle, isn't it." I told Anna. She smiled at me and nodded, running her hands over it "You will love its taste. Now taste Melissa. Everywhere."

I watched as she positioned herself behind Melissa, kissing Melissa's ass and the backs of her thighs. "Babe, I'll hold her cheeks open when she's on all fours, so you can get good access to her--lick her as you slide one finger, then two into her soaking hole."

I kept talking, watching Anna finger Melissa's ass. "Yes, baby, finger fuck her! Baby, she likes it slow and deep. Not too fast!" Melissa was looking over her shoulder at Anna, whimpering.

She could see Anna's face between her cheeks. The

sight was so hot. I started telling Anna exactly what to do. She followed my orders very obediently.

"You dirty, dirty girl, you know what my class slut Melissa loves! Push two fingers into her pussy, babe. Kiss her asshole, like you want to kiss her mouth. Just kiss it all over, linger over it, give it a little tongue. Treat her anus like a sexy mouth. Feel the goosebumps on her asscheeks, give them a slap as you kiss her ass. She's pushing back now, trying to force your tongue up inside her ass. Can you feel her moving? Feel my hand on the back of your head now, pushing your face into her ass....so you can't get away....push your tongue up inside.."

I grabbed her hair in my fist and grinded her face between Melissa's ass. Anna just moaned...Melissa screamed with pleasure, shaking and pushing that ass back into Anna's face.

Melissa was shaking like a dog, screaming and crying. Suddenly, she began coming hard on Anna's fingers . Her asshole was gripping Anna's tongue. Melissa shouted, "Eat my ass, you bitch!" She was out of control, grinding her ass on Anna's flushed face.

I just flipped out at the sight. It was maybe the sexiest thing I had ever seen.

"Oh God, baby, i have go to fuck that ass! I have got to have it! I don't care if it stretches her, I don't care if her asshole is virgin territory. I have to get up inside Melissa, that dirty tease!"

I told Anna:"Spit on my cock and her asshole. Get them really wet.... Push Melissa's face down on the bed."

" Let me see you loosen her up...with a finger inside...first one.....slowly!" I urged Anna on.

"It's so sexy to watch your finger slowly move between her pretty white cheeks."

Anna looked at me and squealed, "Melissa is drooling all over your cock. She's stoned on cock. She's drunk on your cock, her pussy is so red and swollen and dripping!"

Ann started pulling on Melissa's nipples and slapping her pussy. I started babbling, blind with sexual power and excitement.

I told Anna to pull harder on Melissa's nipples. "Such a dirty girl! Anna wants to follow her filthy Master's instructions. I'm ready to cum, but I have to cum up inside my cute little student's deepest, tightest, nastiest hole. Throw her back on her stomach. Jerk her to her knees by her hair. Do it, Anna, treat her like the slave she is. Now spread her legs. Spit on her asshole. Spit all over it and my cock. Get them both slick. I need to be inside there. Now I can't wait any longer..." I pushed inside Melissa, fast and deep inside.

I grabbed Melissa's hair, I pulled her to arch her back. All the way inside her, I began to cum. Melissa screamed as she felt me throbbing, coming in her ass. Slowly I pulled out.

Anna knew what I wanted to see. She leaned over and licked up my cum as it drizzled out of her hole. She was on her stomach, her cute ass up in the air a little, legs spread. The thick cum slid down through her pussy lips. Anna licked and cleaned and tongued her hole to get all the fresh white cream from it.

Now, Anna and Melissa got on their backs. "You both want me to fuck you? You're both so beautiful, lying on your backs on my bed, legs open, pink pussies open. And you both shaved for me. You know how much I love smooth, shaved pussies. They're nice and slick. You're faces are beautiful, and your skin."

I noticed that the girls both had hard nipples and that they were both touching their tits and lifting your hips a little off the bed, offering me what they knew I wanted. "I want you each to spread each other's lips. You open hers, she opens yours, and you smile and look at me. Now lick the fingers you used to open her pussy. I'm kneeling in front of both of you, stroking, watching you, enjoying it. I like seeing your swollen clits pushing out from under those hoods. Mmm, such pretty shaved cunts...Can they accommodate my thick cock? It's so big today, because my students Anna and Melissa have made it swell."

"Who should I get inside first? Both of those pussies are so ready and aching. But I can't help it, I've been dreaming of your pussy, Anna. I need it so bad." Kneeling in front of Anna, I apologized to Melissa, but she just smiled and leans toward you to taste your nipples, one after the other. I place myself at the entrance to your pussy, and slowly pushed inside. I watched it penetrate her soaking slick pink hole. It looked so very sexy. "Feels so good inside you, Anna, so tight. Baby you've been waiting for my cock, haven't you?" Her pretty face flushed. She brought her eyes to mine and moaned "Yesss Sir."

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