I was in college a senior and i had a professor for my psych class who was very very hot. i'd never thought of him sexually, he was just a nice thing to look at.

I had gotten sick with food poisoning and was gone from class and missed a final, so I went to talk to him in his classroom when I knew he didn't have class. "Professor Mitchels?" I said, knocking. "Come in, come in, " he said, smiling. He locked the door behind him, and I gave him a questioning look. "I have a feeling we're going to be discussing your final, which we'll talk about in my office, but the last time I had someone in here while I was in my office with them someone came in and stole some stuff from the class room. So I lock it now when I do private conferences." he explained. That made sense. We went into his office and sat down facing each other. I was in a tight blue top and a miniskirt I had a date later and he was in his dress pants and shirt as usual. I told him I was concerned about missing class.

"Well I'm sure we can find some way to make it up, " he said, laughing.

"Maybe you could do a large project? I had a student flake out on the positive self image project, you could do that!" "That wouldn't work, " I said, "I don't have a positive self image. I'm not pretty.

" He looked at me. "you're very pretty, " he said.

I shifted in my chair, uncomfortable, and my shirt slid down to reveal one of my breasts no bra.

I hadn't noticed, but soon I realized he was staring at it. I stood up to leave, but he stood up, too.

"Holly, I think you have a beautiful body. Most people would want your body." he said. "Really, like what?" I said, confused.

"You have beautiful breasts.

" he reached out and touched my breast and I immediately felt my nipple get hard. I couldn't look him in the eyes and glanced at the floor.

My eyes were distracted though as I realized his thingy was hard and pushing at his pants.

This turned me on, and I felt myself getting wet. He stepped closer to me and I didn't step back.

He reached out and began to squeeze both of my breasts, hardening my nipples.

He pulled my shirt off slowly and began to toy my nipples, nipping at them and sucking them. I moaned.

God it felt so good.

He pushed me onto the desk and layed me down, lifting up my skirt. As he sucked my nipples, his fingers dipped into my soaking private part making me beg for more. He kissed his way down my tummy to my private part and slipped his tongue into my cunt.

He fount my personal place and began flicking it slowly with his tongue. "Ohhhhh god play yes, " I moaned quietly. He felt so good! He pushed harder and I started humping against his face. "Harder!" I yelled.

God he was good.

He must have done this before!! I was playing his face as he toyed my personal place and I knew I was about to cum. "Cum for me baby, " he said, panting. He pushed hard on my personal place with his tongue and squeezed my breast. My whole body stiffened and I began to shake. Soon I came, spewing softness juice all over and yelling "PLAY YES!!!!!!!!!! OH GOD! OH GOD! PLAY!".

He toyed it up and kissed me so I could taste my sweet juices. I grabbed at his pants and unzipped them, revealing his HUGE thingy. It was standing at attention. I put my mouth around it and could barely get it all the way in my mouth. I pumped and sucked as he moaned.

It didn't take very long for him to seize up and cum in my mouth. I sucked it all down and he kissed me. He pushed me back on the desk and manuvered his tool to the lips of my softness.

He teased me, until I said, "I want to feel that huge length of yours in me, Professor!" He shoved it in me and I almost screamed from the size of it. He was so good and so huge! He began to pump inside of me. I yelled "Harder! Harder!" and he humped me fast and hard. I was about to cum but I forced myself to wait for him. As soon as I felt him stiffen, I let go and we came together.

We used our fingers to feed the other person our juices. "Well, Holly, " he said, his limp thingy now sagging.

"I think you can skip the project...but I think you should come in tomorrow at about this same time so we can do some more research." I smiled, totally turned on. "Of course, professor, " I said, and left.