From Co-worker to Student Ch. 05

"Oh yes. You're all the way inside. I don't think I could handle much more right now. I'm glad you're not hung like a rhino." She said with a slight giggle. "How do you feel?" She asked as she sat still, my cock completely engulfed inside her.

"Wonderful. It's so tight, and hot, and wet." I replied.

"Good." She leaned over and slid her hands under my shoulders. "Are you feeling like cumming yet?"

"No, I don't think so."

"Okay, I'm going to start fucking you slow then." She put her face against my neck. Then her hips started to swivel forward and backward. "Mmm, this is nice."

I closed my eyes as I set my hands on her lower back. My only hope was that I could somehow last long enough that we could both orgasm, but that was quickly dashed when I felt myself building up.

"Ann...I feel it, I won't last much longer." I whispered. She put her head beside mine so her mouth was next to my ear and her upper body was pressed against mine. Then she started to move her hips faster, and mine joined in the rhythm.

"That's it baby. Cum inside me. I want to feel your body against mine as you do it." She cooed softly into my ear.

"Are you close?" I gasped. My hips were working harder now, and I wrapped my arms around Ann and pulled her tight against me hoping it would give me some leverage to push further into her.

"No hon. It's okay, I want to make you feel good. Don't hold back for me. Close your eyes and feel how tight and hot I am as I'm fucking you." She whispered. Her mouth was literally pressing against my ear. Her dirty talk and her breath on my ear only turned me on more.

"Oh I'm gonna cum." My body started to go rigid. Each time I thrust my hips at hers I moaned quietly.

"That's it Scott. Let it go." She encouraged me, and a moment later I felt the first issue of my load fire into her cunt, followed by a couple more big jets, and then I relaxed.

Ann continued to ride me even as I started to soften, only stopping when she could feel that most of the life had been drained from my cock.

"How was that?" She said as she lifted herself off and sat beside me.

"Amazing. I just wish I lasted longer." I said and watched Ann grab the towel and wipe my cock with it.

"You will next time. We can do it again later once you're at full strength again." She smiled at me. She used the towel to clean herself as my cum leaked out.

"I want to feel you orgasm while I'm inside you." I told her.

"I do too." Ann lay beside me, put her head next to mine, and draped her arm over my chest. "Don't worry about it though. Before long you'll have me squirming when we do that."

I smiled and said, "What's your favorite position?"

"Let's see. Probably the one we just did. I like having control and watching as we make love." She traced her finger nail around one of my nipples as she spoke. "Another one would be if I sat in your lap facing you. Being able to sit up and kiss and have you play with my tits really turns me on. It's more work though."

I was feeling good again, and sat up. "I think it's your turn now." I told Ann.

"Oh? I suppose I could take advantage of that lovely mouth of yours." She winked.

I lay down and gestured herself above my head, but she had a suggestion.

"Want to try something different?" She asked.

I nodded and said, "Sure."

"Okay, lay so that your head is on the edge of the bed, and I'll stand so it's between my legs." She shared her idea with me, and we both got into position.

We had to use a couple pillows under my back and neck before my mouth was at the right level. Ann carefully positioned her pussy over my face and I got down to business. Her sweet little lips were still slick with her juices. They were hanging down and slightly separated, allowing me to graze the tip of my tongue over each one repeatedly. Ann was already getting into it, and she spread her feet apart a little more so that her pussy pressed snuggly against my mouth. I sucked her lips into my mouth and pushed my tongue between them, sticking it as far into her as I could. This drew a long "ahhhh" from her, so I engaged in fucking her with my tongue while maintaining my hold on her lips. No sense in changing what I could tell she was enjoying. Ann reached out and grabbed my hands and placed them on her tits. Eating her was taking most of my concentration, so I simply took her nipples between my middle and index fingers and applied pressure to them.

Ann took only twenty or thirty seconds before I could tell she was going to cum soon. She started to slowly fuck my face while quietly cooing and encouraging me. As her arousal grew her hand reached back and found a place on top of my head and gently pulled it up against her pussy. Her breathing turned to sharp inhales punctuated by quick moans.

We fell into something of a standstill, and for about a minute my mouth, which was now growing tired, worked to please her. I sensed she needed something to push her over the edge, so I took her nipples between my fingertips and squeezed them hard. Ann squealed when I did that and her hips started to grind with much more vigor. "More, I thought to myself." So I pulled her nipples away from her chest, stretching them and squeezing a little harder.

Without warning her grip on my head tightened and she brought her feet together so that she had my head locked. I tilted my head as much as I could so that my chin would rub her clit. Finally, after perhaps ten seconds of this vice-gripped position, I saw her arch back and heard her let loose a loud moan, and then another as she stopped grinding and changed to pushing hard into my face for a couple seconds at a time. As she did this I felt a gush of hot juice against my chin. My mission was accomplished.

She stood there for a few seconds without releasing me. I'd never complain about such a thing, but I could barely breathe, so I gave her a little slap on the butt, and she spread her legs apart so my head could rest on the pillow again. After that she just flopped forward on top of me, lifted her legs up, and rolled off.

"I really love doing that Ann." I told her as I sat up against the head board and pulled her to me so she was leaning back against me.

"Eating me?" She asked.

"Well, of course. But I mean doing it when you've got me in a tight grip like that. I love feeling your body's reaction when you cum."

"Really?" She sounded sincerely surprised. "I've only tried that with one other guy, before I was married, and he didn't like it."

"It's not the most comfortable thing, but I think it's great."

The two of us relaxed for a few minutes before cleaning up and then returning to the bed. We turned on the TV and Ann gave me a long soothing back rub, after which I massaged her ass for long time. I took great pleasure in finally getting the chance to touch every inch of her soft bottom. She must have enjoyed it too as I only stopped because my hands were tired.

Both of us were sore again after that morning of playing, so we ate brunch and took a long nap completely with plenty of kissing and cuddling. When we woke up the clock read almost 3 o'clock. Neither of us had enough energy to mess around anymore, so we showered again, and then cleaned up everything we'd left laying around over the course of the weekend. Once that was done we sat on her couch for some TV. I probably could have headed home, but neither of us was ready for our time together to end.

"So things at work aren't going to change, right?" I asked her as we sat there.

"Yep." She said as she leaned closer to me, and held my hand. "But outside of work..." She let the thought hang for a second and looked at me with a smile.

I answered with a grin. "What are you thinking about?" I knew she was simply smiling about the fact that we could indulge in satisfying each others physical needs whenever we felt like it. But I was curious to learn what her thoughts were about how often this might be.

For a moment she was silent and looked back at the TV. Finally she spoke. "I was thinking about...how I wish I could have you here every night. I miss having a man holding me when I fall asleep."

"As much as I'd love to do that, it's not really practical."

"I know. I'm just fantasizing." She said. "I guess we should figure out how often we want to do this type of thing."

"I agree." I answered with a nod.

"Well...You're welcome to visit whenever you want. Even if we're not, um, making love, I'd love your company. But I know that you've got your own life as well. Maybe we should just take things as they come, and if something works out, it works out."

"That sounds perfect. I just don't want to overdo it, you know? Not that I could ever get sick of this." I chuckled at the thought. "But moderation is probably a good thing."

"Oh, definitely. Let's just see what happens."

So that was our plan. After that conversation ended, the rest of the afternoon and early evening passed slowly as we sat around and enjoyed hanging out. Once 8 o'clock rolled around I decided to go home, though we did entertain the idea of me spending the night with her again.

As we stood by her door preparing to say bye, we stood silently facing each other and smiling. We hugged for a long time before Ann pulled away.

"Are you glad you stayed?" She asked.

"No, it was dreadful." I answered and we both laughed.

"You're such a smart ass." She remarked and held my hands before sighing. She looked into my eyes. "Thank you Scott. I know that you gave me a physical part of you this weekend. But I needed this so much." She said, and I noticed she seemed to be getting emotional. "I meant what I said last night about you filling a hole for me. I've been so lonely and aching for someone for such a long time. I hope we can do that for each other for a while."

I smiled and nodded. "Me too." I thought Ann was going to continue, but she stood quietly for a few moments before I saw a tear run down her face. "What's wrong?"

She sniffled and shook her head, smiling. "Nothing. I'm just glad. I really like you Scott. Not romantically, but really, honestly, as a friend. Being lovers will be something I always look forward to. But I really value your friendship."

"I feel the same way. For some reason I feel like we'll be very close." I said quietly.

"I do too. I just hope that it's not just from all of our emotions from this weekend. Kind of like what you said last night."

"I hope so too." I said, and paused. I held her face in my hands. "Thank you too Ann. I'll never forget this weekend." I hugged her again. "You've taught me and given me so much already. I can't wait to see what else we can share."

We held the embrace for a while. I kissed her forehead and then her lips.

"You better go. We'll see each other every day, so it's not like this is goodbye." She said.

"I know, though in a way it feels like it."

"It does." Ann kissed me once more. "Okay, go get some rest. You're going to need some time to recover from the weekend." She said and grinned. "I'll see you in the morning."

I picked up my bag and walked to my car, waving to her as I got into it. As I started the ignition and drove away, she watched me. I don't remember the drive home, or what I did between getting there and going to bed. Ann was all I thought about. I replayed in my mind the various things we did together, and smiled the whole time. As she promised, she didn't disappoint me, and I wouldn't change a thing about what we did.