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"I… I better be going on home now, Miss Frazer. I didn't mean to get like this, honest!"

"No! Don't!" she demanded in a sensuous voice. "Don't be ashamed of your erection, my precious darling. We studied about that in sex education class, remember? I know all about such things in a man, Wayne. And you're a man… you're my young man, aren't you?"

"Ohhh," the boy groaned in confusion. "Oh, Miss Frazer!"

"And you want to know something else, Wayne? You think that just because we girls don't have penises like men, that we don't get as excited? Well, we show it differently, and maybe not so obviously as your stiff cock, but…"

"Miss Frazer!" Wayne gasped, shocked at the lewd words.

"Cock, lover-boy. You have a nice hard cock, and it's because you want to fuck me, isn't it? That's why you're breathing so hard and your face is all red and you're squirming in your seat. You want to fuck me with your sweet young cock!"

"Oh crap!" Wayne Conroy blurted, gasping for air like a stranded fish. His prick was palpitating wildly, and it felt as if he were about to cum in his pants, as his immature brain reeled with the heady combination of her words and ripely mature body. Had he heard Miss Frazer correctly? Had his prim and modest teacher been telling him that he was wanting to fuck her with his cock? And Christ, he was thinking the same dirty words, too! Man, his balls were aching like hell just listening to her! Didn't Miss Frazer know what her dirty words were doing to him? He took another swallow of soda-pop and found that he could hardly hold the bottle in his trembling hands.

"Don't hide the truth from me, lover-boy," she breathed huskily. "I know you want to get into your teacher's soft warm pussy with your cock." The thrill of hearing herself say the forbidden obscenities coursed through Joan's body. She shivered from her enslavement to the surges of hot longing which made her ache to have this young boy deep up inside her cunt. There were no thoughts in her mind except the one blazing desire for the moment when he would plunge his fleshy, virile hardness into her belly and fill her gaping needs…

Wayne sat staring at her, unable to answer her. He tried not to look at her big beautiful breasts that were protruding like two melons from that tiny bra-like thing she was wearing. What the hell, he'd seen lots of chicks in bikinis that showed off much more, and even a few who'd taken everything off, but somehow this was different! They'd been only girls… but Miss Frazer was all woman! A real, live, honest-to-God woman who could get any guy in Montock to screw her if she'd wanted! And she was asking him if he wanted to fuck her! Man… oh man, did he have the brass balls to take her up on it?

The young teenager trembled with fear and indecision. He had to admit that the reason he'd been buttering her up in her dumb sex class and had asked for a ride and wanted a glass of water was so that maybe he could get a glimpse of her like this. But it had been a dream! He'd never really figured it would really happen to him! This was one hell of a lot more than he'd ever wished for – and far more than he'd bargained for! It was too much for his inexperience to handle! He was scared! He hated to admit it… but crap, he was actually scared!

"Wayne…" The older woman's voice whispered huskily from above him. "Wayne, my lover-boy, watch me. Watch what I do…"

He stared up at her from the couch, and his mouth hinged open, his eyes bulging from his face. Oh Jesus! Miss Frazer was taking all her clothes off now! He couldn't believe it!

Joan sensuously unhooked the halter and dipped forward slightly to release her firmly fleshed breasts from their restraining cups. Then she stood straight again and her high, perfectly rounded tits jutted out like twin ruby-crested mountain peaks waiting to be climbed, begging to be conquered. She smiled at the boy with her mouth wetly parted and her teeth slightly bared, the tip of her red little tongue barely showing against her moist lower lip.

"And now for my shorts, darling boy. And now I'll take my shorts off so you can see how hot and juicy a woman's pussy gets when she's excited…" She hooked her thumbs under the waistband of the red pants and began to roll the stretchy, swimsuit-like material down over her thighs and buttocks. Lower and lower the short-shorts went, until Wayne could see the first tufts of his teacher's black, softly curling pubic hair peek above the fabric… then lower, until at last they came free and dropped to puddle at her feet. Unashamedly, Joan stepped out of the shorts and stood completely naked before the pop-eyed youth, the moist, petal-like pink lips of her fiercely throbbing vagina presented to his view in utter sacrifice, the dark fleece of her cuntal hair glistening lewdly in the pale yellow light of her living room lamp. Her long satiny-smooth legs were moist at the inner thighs with the flowing secretions of her passion-flowered vaginal mouth.

"Well?" she cooed seductively. "Do you see what I mean? Would you like to feel just how wet a sexually excited woman can get? Would you? Ummmm?"

"Miss Frazer…" His teacher's name choked past the boy's throat, but that was all, and he was unable to say another word. He could only stare at the nakedly lush older woman posed so lewdly and wantonly – and his youthful cock began jerking like a tethered animal in his pants.

Slowly Joan lifted her hands and began to slide her palms up along the silky flesh of her sides to the outer swells of her softly warm breasts. She kept her sultry eyes locked on the boy as she cupped her ripely swelling mounds and kneaded them gently, pushing the globes out toward him as if presenting him with two forbidden, but wickedly delicious, gifts of flesh. Then her hands slowly began to stroke her belly, moving down ever so tantalizingly until the tips of her nails were barely touching the moist curls of her matted pubic hair. She held that position for a long moment, thumbs pressing against her slender, sculptured sides and her fingers splayed across her abdomen, knowing with lusting satisfaction exactly what she was doing to her handsome young pupil.

Young Wayne Conroy was all but rooted to the couch now, totally transfixed by the absolute brazen sexuality of his teacher as she stood completely naked a couple of feet away from him. "God almighty," he finally managed to gasp in a high-pitched squeak, his unbelieving eyes sweeping over her blatant nudity in rapidly growing, youthful lust. "I-I never saw any-anybody like you before, Miss Frazer…"

"Does my naked body shock you?" Slowly Joan's hands began to move again, her fingertips dipping lower through her soft, downy pubic curls and toward the wetly glistening, swollen pink crevice up between her thighs. "Haven't you ever seen a girl or a woman without her clothes on before?"

"Well, yeah. I mean no. I mean…" He gulped.

Joan laughed softly, basking in the boy's complete confusion. She knew that for all his supposed "experience" – which could range from a couple of feeble jerkings inside some terrified girl to peeking through the bathroom keyhole as his mother took a shower – he was no match for her now that she had wholeheartedly abandoned her vows and was intently after his slim, virile body. She placed the thumb and forefinger of her left hand on either side of the soft, moistly pink lips of her vagina and spread them slowly apart, revealing the trembling red bud of her erect clitoris to the boy's lust-raging gaze. With her right forefinger then, she traced downwards until the tip came in contact with the miniature phallus, and she began to stroke it back and forth. More rivulets of her sexual lubrications trailed down her inner thighs in glistening droplets and, while she continued to stroke her clitoris, she began rubbing her other finger in sensual cadence along the warmly wet cuntal cleft.

"We were talking about masturbation a little while ago, weren't we, my darling boy?" Joan obscenely began to say to the youth. "I bet at night when you're all alone in your bed, you rub that strong, handsome cock I know you've got until it's stiff as a poker. And then you take your hand and stroke up and down over your hot hard shaft while you dream about shoving it into some girl's pussy… shoving it in until you can feel your balls bursting apart!"