Heather wasn’t actually one of my students. In fact I hope she never is. That would make things much easier for me. Guilt being the question.

Not that Heather was underage or anything. It’s just awkward.

Heather is 5′4″ and 100 pounds. Dark brown hair, brown eyes. She probably carries a pair of 36s on her chest. She’s a friend of Judy’s. You remember Judy of course? In the classroom, on the picnic table at the roadside park. I get hard just remembering how terrific it was to explore every nook and cranny of Judy.

I saw Heather at the mall one saturday afternoon. Fortunately my wife was in another store. I was coming out of the changing rooms with a pair of slacks that were, unfortunately, a size larger than I thought I needed. Heather was walking in, said hello, and as I passed she groped my ass.
When I turned she smiled and headed into a changing room.

I didn’t just see that? That didn’t just happen did it? No, not to me. Then of course the last two weeks had been rather remarkable and out of the ordinary for me.

A slender arm with a gold bracelet beckoned me to the changing room. I stood there at the small door.

“Well, come in,” she said.

She wore a short denim skirt and one of those tops that ties between the breasts. Her stomach was exposed and I saw she had a ring in her navel.

I knew I shouldn’t be there.

She cupped my balls in her left hand and started to unbuckle my belt with her right.

“If you want me to, I’ll blow you right here,” she said.

Of course I wanted her to blow me. I could think of nothing I’d rather be doing on a saturday afternoon than fucking her tonsils.

I tried to resist, but I wasn’t strong enough.

Her bracelet clattered against the zipper of my jeans. She pulled my pants apart revealing a huge bulge of white cotton underpants. She pulled the jeans down to my knees and then her fingers inched into the slot in the front of my underpants.

As she moved her mouth closer to my throbbing nine inches of cock I asked her “Why?”

“Because next week when I’m off the rag I want you to show me how to fuck.”

She engulfed me, bathing my testicles in her drool. Her tongue slipped softly around the tip of my penis. She took a deep breath and forced her face all the way down to my balls, swallowing the whole cock.
She repeated all these things for about five minutes, and then I heard her.

“Mmmm.mmm,” and I came in her mouth. I knew it was happening. I felt dizzy, and I could feel what seemed like a whole quart of thick cum building up. It felt terrific.

Not a drop escaped her mouth. She licked my cock off, licked and wiped her lips on my underpants, and then she lifted every article of clothing back into place. Without saying a word she then left the changing room.

Oh my God. How was I going to get out of this store, I thought. I’m a mess. However nothing looked out of place. I was still holding the pair of pants I had been trying on.
Heather had gotten it all, and cleanly.

However, fucking her was another matter I thought.

“So Professor,” Judy said to me after class Tuesday, “I hear you’ve been getting hummers?”

“What?” I must have turned three shades of red when I heard that.

“It’s okay, I told Heather you’d help her with her problem.”

“I don’t know what you’re talking about Judy,” I said, and I started to walk away.

“She’s not ready for you to spread her and take her ass on the picnic table, but she is ready for a mature dick.”

“We’ll see” was all I could manage to say. I know it wasn’t the right choice of words.

It was Thursday. I had been down the hall conferring with another teacher. I walked back to my classroom to do the end of the day things. Grade papers and such. I had no sooner sat down at the desk than I felt a hand grasp my cock.
I looked down and there was Heather. How she had got into the room was beyond me.

She unzipped me, her fingers deftly entering my tighty-whities to find my love log.
“Tomorrow afternoon,” she said, massaging me with those slender fingers topped with red nail polish.

“What is this problem that I hear you have?” I said, trying to remain calm.

“Technically I’m a virgin.”

“No one has ever delivered a hummer like you did last weekend at Penneys,” I stated.

“They say that I’m pretty good,” she nodded. “but my pussy is cherry.and I want you to pop me.” She ran her tongue the length of my cock. A drop of pre-cum dropped into her hand and she sucked it up.

It was all very cliche of course, the way these girls talked. I was loving it.

“How do you want me” she said.

“I’d like you under my desk every day polishing my cock, but we can’t do that.”

“Yeah, I have other classes.”

“Here’s what you do for tomorrow,” and I outlined what I wanted. A schoolgirl sort of thing. Red lipstick.I always wanted to see a ring of that on my cock; plaid skirt, white blouse, white knee socks, saddle shoes, and plain cotton panties. I also told her to wear the perfume or whatever she was wearing. I hate it when girls try to smell like their grandmothers.

She stroked me until I almost came, and then she got off her knees and started to leave.
She looked back at me over her shoulder and said “Let’s save some of that for my pussy tomorrow shall we?”

I had to think of boring things for 45 minutes to regain control.

The keycard to the Holiday Inn of Northview was on my desk, mysteriously the next afternoon.

I was still apprehensive, but the throbbing cock in my pants was urging me onward. I didn’t recognize any vehicles in the lot. That was good.

The keycard opened the door. The subtle smell of watermelon filled my nostrils. There was a slice on the table, and there was Heather, wearing the same scent. She nodded and pointed at the slice. I closed the door and picked up the slice. Watermelon is said to enhance the flavor of cum, and I wanted Heather to get all the flavor.

She was on her knees stroking my throbbing friend beneath my pants.

I glanced down as I was eating the last of the watermelon and she was looking up at me.
She was dressed just as I had wanted. The top two buttons of her blouse were open, and I could see the full round breasts straining against the thin cotton bra. I reached down and ran my fingers across her breasts. Her nipples responded immediately. She unzipped me.

“No, no, no” a voice came from the bathroom. It was a familiar voice. The voice of the girl I had fucked in the ass over the picnic table not so long before.

I was shocked to see Judy, and yet I wasn’t somehow.

“Come here Heath,” she said. Heather got to her feet and walked to Judy.

“You have to ease into this, get things worked up first.”

“But he knows he can fuck me or he wouldn’t be here.”

“Be seductive Heather, and he’ll do the rest,” she said. “As for you Professor,” she looked at me and smiled, “how come I can’t hide beneath your desk and suck you off?”

Well, she could, but officially I was hesitant to say that.

“Now get over there and he’ll fuck you so hard you’ll walk bowlegged for three days, like I did.”

Heather walked back over to me. She took me by the hand and led me to one of the chairs by the table. I sat down.

Heather turned on her CD player and started to dance for me. As she swayed to the music I could imagine her hips swaying as I fucked her. I was rock hard and my cock was straining to be released.

Heather slowly shook her ass in my face. Her hand reached back and tugged at the bulge in my pants.

“Judy, what if he cums too quickly? I want him to cum in my pussy.”

“Don’t worry Heather, he’ll cum as often as you make him.”

I was going to need a big ice-pack for my balls after this.

She stopped the music and walked slowly toward me. She sat on my lap facing me, legs enclosing my legs. Her mouth open, I kissed her. I could feel the waxy lipstick on my lips. Her tongue reached the back of my mouth.
My left hand slipped underneath her right breast and I lifted and squeezed her there.
She breathed heavily.
My right hand reached between us and I unbuttoned another two buttons. Her blouse was open to below her 36C melons.
I traced the outline of her left breast.
I plunged my mouth down to her breasts and licked all the watermelon essence off of them and the bra.

Her hand found my cock, and she began giving me a handjob through my pants. She was right.
She was VERY good at hand and blow job action.

“Is this a new blouse?” I said.

“No,” she moaned. “Why?”

“Because it’s in the way” and I ripped it off her, leaving her in just her bra, skirt and panties.

Her tongue stuck out of her mouth as she found the button to my pants and unfastened it.
Soon her hand was encircling my cock. I saw him down there clenched in her tight little fist. He looked so happy. I could swear the slot at the head was smiling up at me. He was saying thanks to me.

I lifted her off my lap, and as I stood there she dropped to her knees. She took my pants down all the way, kissing my inner thighs as she did. Then she untied my shoes and helped me step out of them. My underpants were smothered with red kisses.

Oh this was going to be way more than a quart of cum I delievered.

As she took my underpants down her red lips closed around my cock and she gave a long, hard suck. I thought the skin would peel off of my large friend. She released me and backed off for a look.
A beautiful red ring of lipstick was on my cock. Judy came up to admire it.

“Way to go Heather!’ she said, and then she sat down on the bed. The bed which had not already been turned down.

“How am I doing?” Heather looked up and asked me. “Should I keep going?”

I let her polish my cock a half dozen more times, and then I gently helped her to her feet.

I found my pants on the floor and removed the condom from the pocket.

“Do you know how to put this on me?” I asked her as my hand stroked her cunt beneath the plaid skirt.

“Umm-hmm.” She said. She smiled and knelt, kissing my balls as she slowly slid the rubber into place.

I reached under her skirt and found the leg of her panties. I stroked my finger 3 or 4 times all the way into her cunt, and then holding the panty to one side I entered her.

Her eyes opened wide, her mouth fell open and there was a loud moan as my cock slid into that wet watermelon scented cunt. I swear I could feel my cock burst her hymen.

“Oh my God, I didn’t know it could feel this good,” she screamed.

I fucked her on her feet for two minutes or more, with every stroke she went up on her toes and then down again. Then I pulled out.

“Why are you stopping? Don’t stop!” She cried out.

I didn’t say a word.

I pulled her shoes, socks, skirt and panties off her.
I tried to swallow each of her tits, and then I licked and sucked each nipple. Hard.

“Spread those legs,” I said as I laid her on her back on the bed.

I entered her for the second time amidst moans and her saying “thank you.”

I lifted her legs onto my shoulders.

“Why are you doing that?” she asked.

“So he can fuck you deeper,” Judy said. I had forgotten for a moment that I had an audience.

“As a matter of fact,” Judy said, “that’s looking pretty good.”

Judy stripped off her jeans and top. She came over and kissed Heather.

I came in Heather’s pussy with a great shudder. I was sure I had blasted right through the condom.

I nearly had.

Judy peeled the condom off my cock and handed it to Heather. “Don’t swallow it all Heather” she said.

Heather swished the cum around in her mouth, showing Judy and I a mouth of white cream.

Judy stroked my cock into attention with a few strokes. “Now it’s time for the advanced class.” Judy pulled her panties off. She was wearing a bra with a strawberry pattern.

She leaned against the side of the bed and guided my suddenly re-energized cock into her asshole.

As I worked diligently to pump another load into Judy, the two girls swapped cum from the condom.

I spoke in spurts, between thrusts into Judy, “Does.it.taste like.watermelon?”

“No,” Heather said. “Better.”

About that time I shot a small load into Judy’s ass.

Heather stood beneath her catching the cum as it dripped out.

They both licked their fingers clean.

The whole episode was over in an hour. By 6:00 p.m. I was home, eating leftovers. The wife had gone to some meeting.

By 7:00 p.m. I was sitting downstairs watching a ballgame and icing my throbbing cock and balls.

By the end of the weekend the red ring had faded from around my cock. It was a trophy I hated to see lost.