From Co-worker to Student Ch. 03

It took her a bit of time to relax after that. I was barely able to draw a breath through my nose, so I wrapped my arms around her thighs and gave a little pull so she'd know I needed to be released. Thankfully she understood, and I pulled my head away and gasped for air.

Ann simply lay where she was, too tired or too entranced by the fading pleasure to move. I'd caught my breath and sat next to her. I looked her over and found myself thinking that she looked so erotic. Her legs were spread apart again, her arms were extended over her head which caused her breasts to pull up and take a more defined shape, and her face was very flushed, especially her closed eyelids.

"That was…" She whispered weakly. "That felt good." She smiled and opened her eyes.

I leaned over and planted a quick kiss on her mouth. "I'm glad. I really enjoy making you cum."

"Music to my ears, Scott." She sat up and pulled my face to hers and proceeded to lick her juices from my face. "I'm glad to see you didn't suffocate down there. My legs can get a mind of their own sometimes."

"Do you do that twice very often?" I asked. Making her do that had turned me on big time.

"Oh, heavens no. I was just really hot with anticipation. You did a fine job with that sweet mouth of yours too." She smirked and kissed me. "You know…I still haven't seen you naked yet." Her eyes darted to my crotch where my prick was hard and somehow not popping out of the opening in the front of my boxers. Then she looked back up at my face and we smiled at each other. "Can I take those off for you?" She asked and I nodded.

I lay on my back and lifted my hips so she could slide my boxers down. Once they were off she tossed them onto the floor.

"Mmm, finally." She slowly looked at me from head to toe. "Some day Scott, someone woman is going to be so happy she's married to you. But for now, I'm going to have to fill that role." Ann knelt next to me and leaned over me to kiss my forehead. "Can I touch you? I've been letting you give me all sorts of pleasure and haven't returned the favor."

"Yes." I said. "Do whatever you want."

She cooed softly to herself as she planted kisses all over my neck, chest, arms, nipples, stomach, and hips. When she came to my circumcised cock she paused to look at it. I'm not the most well endowed person. At full erection I am a little less than six inches long. After she paused she moved to between my legs.

"Lift your legs in the air for me." She ordered, and I complied by putting them straight up. She sat down so that she faced me, her legs were spread unbent on the bed, and her crotch was near my ass. "Okay, you can put them down." I lowered them so that they bent over hers. She now had a nice seat between my legs and my cock was right in front of her. Plus she could easily watch my face.

"How I've longed for the past few years to feel a man's hardness in my hands." Ann said and licked her lips. Slowly she reached out with one hand and put her thumb and index finger around the base of my prick. I watched her closely. She leaned over and kissed the head, then licked the clear fluid from the tip.

"Oh, what's this?" Ann said, a little bit surprised. She'd pointed my cock up towards my stomach, meanwhile her eyes were looking down at my balls. "You shave?"

"Mmmhmm." I nodded. I had first shaved my pubic hair in college, and upon finding it very comfortable, hadn't stopped doing it since.

"I've never met a guy who does that." She said a little absentmindedly as her free hand felt my smooth scrotum. "It'll be nice not getting hair in my mouth." She winked at me.

She let go of my cock with her fingers and wrapped her fingers around it so that she was merely touching it without squeezing it. Then she slowly started to stroke me. It was obvious to me that she had no intent of going quickly. I could tell that it wouldn't take much for me to cum, regardless of who was doing the stroking or how fast they were doing it. She pumped me a few times, keeping that slow, patient pace, before removing her hand again.

"How about a little lube to make things nice and slick?" She said. "I just happen to have plenty thanks to you." That said, she put her hand on her wet pussy and got a few of her fingers slick with her own juices. "There we go."

That wet hand grasped my cock again in the same gentle manner, and she continued stroking it. Because she was moving her hand so slow, each stroke took about five seconds. And she'd done this no more than a half dozen times when I felt the sensations of an oncoming orgasm.

"Ann…it won't be long now." I told her.

She kept doing the same thing and licked her lips. As my breathing started to pick up she leaned over and swirled her tongue around the head of my cock. On her next down stroke she took the whole head into her mouth and gently sucked it while flicking her tongue over the hole. Meanwhile her hand kept doing its thing.

"Ann, I'm really close!" I moaned to her. I'd been watching her this whole time, but the pleasure was so much that I closed my eyes and arched my head back.

After I had said it she sat back up and started stroking a little faster, but didn't squeeze at all.

"Come on baby, cum for me." She urged me on quietly. A moment later the first stream shot out into the air and landed on my stomach. "Oh yes. Keep going; let me see all of it." The gentle strokes continued, summoning another few jets of white fluid out of me, most of which oozed out and flowed over onto Ann's hand. She kept jacking me off until no more remained.

"There we go. Feel good?" She asked while looking me in the eyes. Her hand kept playing with my cock as it lost some of its firmness.

"Very." I told her. "You definitely have a nice touch."

"I like to go slow." She said as she wiped the cum from my stomach with her hand and rubbed into onto my cock before stroking me some more. "Want me to keep doing this?"

"Oh…I don't know if I have any more in me after that." I told her. I'd tried many times while masturbating to bring myself to orgasm twice in a row, and rarely was successful. I usually needed a short break in between to do it. However I was extremely turned on with Ann, so maybe she would be able to do it.

"You'd be surprised what a woman with a couple slow, persistent hands can coax out of you." She stated.

I didn't reply. Instead I shut my eyes and focused on her touch. Her hands, which felt warm when she started, felt hot now. They slid over my skin easily thanks to our combined lube. As she stroked me, she would occasionally stop at the head of my prick. There she'd make the inside of her hand to be shaped like a cone, and she'd gently squeeze and relax it on the head of my cock. This focus on the sensitive head created a lot of sensation, and after she'd done it for a few minutes my cock was hard again.

"There we go." She smiled at her handiwork.

Ann continued her slow, methodical hand job for a while. Neither of us said anything, and the only sounds in the room were my occasional quiet moans, the sound of her hand sliding over my slick cock, and Ann frequently making "mmm" sounds while she played with me. I needed something more if I was going to cum again and I knew what it was.

"Put a finger in my ass." I told her.

"Oh? May I?" She asked, genuinely surprised by my suggestion.

"Yes, please do it. I think it'll push me over the edge."

That was all she needed to hear. Without stopping her stroking, Ann fingered herself to lube up a digit on her other hand, and then spread it around my ass hole. After that she started to massage around the hole, but I stopped her.

"Just push it in Ann. But go slow on the way in. I can take it." I wanted to feel her small finger pushing me open. I'd played with my ass enough to be able to take a lubed finger without any difficulty.

"Okay, if you say so." She said as she positioned her fingertip against my hole and started to apply pressure inward. "This is the first time I've had permission to do this to a guy."

"Really?" I asked, surprised by this. "Well, I'm used to it, so it won't take much for me to be ready to have your…." I involuntarily paused as her finger was all the way in me causing me to moan. "Oh man that feels good."

She slowly pulled her finger back out until just the tip was pushing the hole open, then she pushed back in. It took her a few repetitions before she started to go faster. The hand on my cock sped up as well.

"Oh Ann, use another finger…use two of them." It was my turn to coach her. She deftly added another finger to her probing on her next outstroke. "That's it. God yes. Please, go faster." I said, almost sounding like I was begging.

"Mmm, you're so naughty Scott. You feel so hot inside." She was watching her fingers going in and out of my rear.

All of a sudden I could feel the beginnings of an orgasm. I let out a loud sigh and closed my eyes.

"Getting close?" Ann asked. "Oh yes, I can feel it. Your hole is pulsing around my fingers. Wow."

I just moaned at her words because they only added to my arousal. My hips had started to move in unison with Ann's hands. After a few moments she just stopped moving them and let me do the work while she watched me squirm.

"Fuck my hands Scott. That's it hon. Maybe you need a little tighter hole for your cock to fuck?" She said and finally applied some pressure with her hand on my cock which drew a loud grunt from me. "Let me do the work now Scott." She said, and I stopped my thrusting. "Get ready, I'm going to go fast now!" She said in a voice tinged with urgency. And with that her hand on my cock started to pump quickly, a pace that she paralleled with the fingers in my ass.

"Uuuugggghh!" I grunted loudly, pretty much shocked by her sudden change of speed. "Ann, I'm…it comes!"

Moments later I did. There wasn't nearly as much cum this time, but the orgasm was much stronger. I only remember my body tensing up for a few moments and my eyes rolling back. After that I let out a deep sigh and relaxed.

Ann said, "I knew we could do it." She was still stroking me despite all of my fluid having had come out already. "I love being able to give a man so much pleasure with my hands. Tomorrow I'm going to give you some different pleasure though." She winked at me. I knew what she was talking about and eagerly looked forward to it. I hadn't even spent much time thinking about wanting to fuck her proper because I was thoroughly enjoying what we were doing. But now that she mentioned it, I imagined my cock pumping in and out of that little pussy of hers. I definitely wanted to take my time with that.

"It looks like you're pretty much spent Scott." She said as she let go of my soft prick. "I'll have to let you get plenty of rest before I do that again."

"No kidding. I actually feel a little sore now." I told her as I noticed that there was an ache in my cock from her long session of play.

"You'll be fine in the morning. How about we take a quick shower together and then get some sleep?" She asked while using some tissues to clean up the mess I made.

"That sounds perfect. I'm exhausted." I said and rolled off of the bed.

We got in the shower and washed each other quickly. I was a little apprehensive when cleaning Ann's pussy, so she did it for me. It wasn't that I was afraid to or anything like that, I just wasn't sure how deep to go or how hard to scrub it. She assured me we could do it again before the weekend was over, and I happily accepted that suggestion. Once we were finished, and had dried each other off, we got into bed and lay on our backs next to each other.

"Was today good for you Scott?" Ann asked and held my hand.

"Are you kidding?" I said, somewhat surprised that she was even asking the question.

"I'm serious. I told you I wanted to make sure you had time to take everything in and enjoy it." She turned on her side to face me.

"Ann, I wouldn't change anything. I'll probably play it all over and over in my mind for a long time." I said happily as I faced her.

She only smiled in reply, and kissed my forehead. "I feel the same way. I like being with you."

I didn't know what to say, so I put my arm over her waist and pulled her closer to me. Neither of us said anything else that night. After a few moments she turned over and scooted her body against mine. I replaced my arm over her and nuzzled my face against her neck, and Ann pushed one of her legs between mine. I closed my eyes and enjoyed this wonderful position. Not long after that I fell asleep.

-- More To Come --