A Noisy Professor-Student Threeway

"Open your legs wider....Melissa hold her hands up over her head. Don't let her move them while I get deeper into her." "I love to see you helpless, baby." I continued to push into her, a little deeper and faster now. I whispered in her ear, "Wrap your legs around my back. Melissa is watching you, kissing you, fingering herself.

Feels so good to be inside you, Anna."

I heard Anna start to scream, and suddenly she was coming.....screaming bucking grinding.

I pulled out of Anna after she came, and moved up to straddle her face. I brought myself to your mouth and she sucked it softly, very softly, as she panted, recovering from her own orgasm. "Do you like how you taste, Anna?" It was such a pleasure watching Anna suckling, enjoying, opening her eyes to smile at me and give my head a final hard lick....

Anna told me, "Now, Professor.....fuck Melissa....She deserves it hard, Sir."

Now I move over to Melissa... Her face is so red and pretty and sexy. Her legs are open wide, her lips are swollen and red and slick. Anna lay back, still trying to catch her breath.

As I knelt between Melissa's legs, admiring her amazing body, I told both of them, "Girls, I'm going to cum inside Melissa very soon...." I laughed. "There is no way I will be able to hold back." But Anna, I want you to lick my cum from her....so get ready, babe....."

I knelt there right in front of her, enjoying the view. Melissa strains to push her hips up to me, as I stroke and watch her try to move her pussy to the head of my cock. She has strong, athletic, lean legs and such pretty lips and folds. I reach under, cupping her ass with one hand and aiming my cock head with the other...rubbing it up and down over her smooth slit, clit to ass and back again. She's begged me, moaning:

"Professor, please, please fuck me, please put it in, please use my pussy..." I can't resist and I slide the head inside Melissa.

Anna was fascinated, watching. She started talked to me again as I pushed into Melissa: "Oh Professor, it must be sooo hot and tight inside there. It's like a furnace, isn't it, Sir? Baby, I'm watching you move yourself deeper, deeper into Melissa's wonderful cunt. Look at her screaming with pleasure, Professor! You are fucking your sexy student, Professor, you dirty man!" Anna came over to me and kissed me on the mouth, so wet and deeply. She rubbed my chest and pinched my nipples.

Breathlessly, she started urging both of us on.

"Melissa, isn't his cock so beautiful? That's the cock we've both been fantasizing about...first he fucked me, and now you...Feel him fuck you. Feel him use your hot little body. Oh my god, he's going to split you in half, baby."

In the meantime, Melissa grabbed my ass with both hands and pulled me inside her, pushing her hips as hard as she could in the air. Our bodies are moving rhythmically like machines as I pump into her sweet tight pussy.....her cunt is almost as tight as her asshole was....but it's slicker and wetter. Her nipples stand up so stiffly....I pick up my speed, grinding, fucking, churning into Melissa's beautiful sexy pussy, owning it. Anna leaned over and kissed her hard on the mouth, pinching her nipples, slapping her tits, which are moving now in rhythm with my thrusts.

Anna loves Melissa's breasts, and could not keep her hands off them. Anna whispered in Melissa's ear to push a finger into my ass, and suddenly i feel it ....ahh...so good... so intense....I can't help but grip it tight as she finger fucks me....

I feel my orgasm coming. Melissa has already cum once, and now I feel her cum again. Melissa half screams, and half gasps: "Use my cunt! Fuck me you bastard! You motherfucker, I'm cumming! It's so good, Sir, you fucking asshole!" Her hips bucked like a wild horse, her strong legs trying to crush my body as she ground her pelvis into me.

She screams in such a sexy way, begging and thanking me for my cock. As Melissa came, Anna squeezed her tits, kissing her face, and telling her what a dirty girl she is to fuck her professor so hard. Melissa loves hearing Anna tell her she's a slut. I explode inside her.

After I rolled off of Melissa, Anna took one look at her and said, "Mmm, she looks soo good and slick and soaked. Professor's creamy cum dripping from his slutty student's pussy. I have to eat it all up."

Anna starts to lick my cum slowly from Melissa's pussy lips and her clit and her thighs... Anna looked at me and said, "Yummy! It tastes so good professor. She's is still shaking from her orgasm! Oh God, I can taste you inside her. I'm licking her clean. She loves it. She wants to cum again." In fact, Melissa was pushing her hips up, trying to grind her clit on Anna's lips and tongue.

I was watching Anna and getting crazier and crazier. I grabbed Anna's hair and pushed her face down harder on Melissa's pussy while I stroked my hard cock. Anna paid full attention to Melissa's pussy and asshole, licking, spitting on them, and licking some more. She turned to face me... "It's so good Professor. Both her holes are red and used by both of us." She laughed,

"Don't you love using her with me?"

I chuckled at her and agreed. Anna was rubbing herself while licking Melissa faster and faster...up and down her smooth pussy and asshole. Melissa moaned loudly and came all over Anna's mouth.

Anna was turned on by Melissa's orgasm that she was soaked. She turned to me and said "Professor, please, I'm so horny, Sir. I need you to fuck me. It's soo wet and pink for you professor. I need your hard cock pounding my pussy."

Anna lay back on the bed. She spread her sexy thighs, and pointed at her red, swollen lips and whispered, "Please, Professor....Right now...and hard..." She slide her finger through the soaking opening and brought them to her mouth. I needed no more encouragement than this. I simply looked at Melissa, who understood perfectly what Anna needed. Melissa leaned over and grabbed hold of my shaft....she tickled my balls for a second, then just pulled me closer. Anna raised her hips off the bed. I watched as the head pushed slowly inside her. Anna groaned and reached around to grab me and pull, hard. Melissa watched, smiling, loving it all. She played with Anna's breasts, occasionally leaning over to take a nipple in her mouth, lashing it with her tongue.

She moved up to kiss Anna, desperate Anna, whose

hips were bucking hard as I pushed into her. My pleasure was incredible. Her pussy was hot and smooth, and her bucking movements drove it deeper....I would pulled almost all the way out....then pushed deep again. That's what she wanted...to be rammed, like a battering ram. Her pretty face was in ecstasy, covered in a mask of pleasure. She started to scream that she was about to cum, and she did, squeezing her thighs tightly around my hips, as she shuddered.

Once she came, Melissa, who was enjoying every second of the show, leaned over, and pulled my cock out of Anna's pussy. I was so excited when she just started sucking it, licking it clean of Anna's slick wetness. She noticed I was watching her, and she smiled. "Do you like what you see, Professor? God, Sir, Anna tastes so good, doesn't she?"

Anna played with her nipples gently, watching as Melissa and I talked. Anna got to her knees, and moved behind me, and I felt her fingers move slowly through the crack of my ass. She teased my hole for a minute, circling it with her wet finger, even as Melissa sucked on my cock a bit harder, and a bit deeper. Anna said, "Feel my finger in your asshole while Melissa jerks your big cock. Feels so good doesn't it? Feel my finger going in and out your tight asshole."

I could barely stand it. The feeling was so intense...Melissa moved down to my balls now, jerking my cock while licking and sucking on my balls. Behind me, Anna started to lick around the fingers in my bum.

Her talk was nonstop: "Mmm, I'm eating your asshole Professor. Putting my tongue inside your asshole as deep as it will go.... mmm soo good." Sometimes she nibbled on my cheeks...now softly, then with more...bite. Then I again felt the thick width of her tongue dancing around my ass.

Her mouth was wet, and warm and smooth but so tight. Her tongue slid easily in and out.. She blew warm air on it.. I could feel her smooth lips as she kissed it. And I could feel her fingertips caressing it. "It's soo sensitive, Professor. I love to hear you moaning while i do all these things to you...." Melissa's hot lips were still wrapped around my shaft, and she absorbed every thrust as I became increasingly out of control, pushing, jerking, shouting, plunging into her mouth. Sometimes, she moved down to sucking and licking my balls.

Anna urged Melissa on. "Sir, Melissa loves giving her Professor head. Don't you Melissa? She has dreamed about this for sooo long. She wants you to cum all over her pretty face. Get it all over her face. I want to lick it off her cheeks and nose and lips and chin."

Anna's words were enough. As I looked down at Melissa's smiling face, her right hand stroking me and her tongue lightly flicking my sac, I exploded. She opened her mouth, and some cum sprayed onto her lips and cheeks... She tried so hard to catch the rest in her mouth, which was more difficult than you might think. Anna leaned over and they shared my cum, kissing each other deeply.

All three of us fell back in the bed, wrapped together in a loving embrace, and we fell asleep.

That was such a pleasurable night for all of us. Our first professor-student three-way. And not our last, I hope.