Ms. Brown


In my senior year, my last class of the day was English class. If it had been any of my other classes, I probably would have been dying to bolt out of the room as soon as the bell rang, but that was not the case for this class. What made this class different was Ms. Brown. She was young, no older than 26 if I had to guess, and very witty and outgoing. She made class fun for us, and most of the class liked her immediately. Ms. Brown was also the most beautiful woman I had ever seen. She had the nicest auburn hair that reached about halfway down her back; bright blue eyes and an infectious laugh. She also had beautiful, well-rounded breasts, at least a C-cup, which fit in well with the size of her body (She was about 5'8" and no more than 120 pounds). She usually wore simple earth colored sweaters, although on some days she wore a white blouse, always a knee length black skirt, and simple dress shoes which put the whole outfit together. She was also part of my problem. I would constantly get an erection while in her class, and those erections were some of the most painful things I've ever experienced in my entire life. Finally I couldn't take it anymore, I had to do something. One day while I was sitting though another one of my painful English classes, out of the blue I decided I would have to unzip my fly and let my cock out, I couldn't stand the pain. Slowly I unbuttoned my pants, then unzipped them and pulled them down a little bit, enough to let my cock get out.

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   It worked, I felt much better, now all I had to do was keep my mouth shut and not attract attention. Since I was the lone student at the back of the class, I knew I had a good chance of not being detected with my exposed member, and I wasn't, for a while. A few weeks later, while Ms. Brown was teaching, I repeated the "dropping of the pants" routine, as I had done for the last few weeks. That day Ms. Brown had been looking even better than usual. That day was "casual Friday" at our school and Ms. Brown had dressed accordingly. She wore one of her white blouses, which gave everyone in the room a clear outline of her bra through the material. She also wore tight blue jeans which showed off her wide hips and beautiful, round ass. On her feet she wore a pair of strapless black sandals, and her auburn hair was pinned back into a bun with a black hair clip. About halfway through class, as I was daydreaming through one of the boring lectures on British Literature in the Middle Ages (Something even Ms. Brown couldn't make exciting) I noticed she had stopped her presentation abruptly. It was then I noticed her staring at me, well not at me, but under the desk, which could only mean. .

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  . "David I want to see you after class" she said with a look of disdain on her face, and then went back to her presentation without another word. My shock was total. Several of the kids in my class looked back at me but by a miracle of God didn't see my giant one-eyed monster under the desk. It didn't matter; Ms. Brown had, that was all that mattered. I spent the remainder of the class with a blush on my face and thoughts of what I should do during my suspension in my head. I also managed to slip my pants back on during the lecture, my erection had vanished almost instantly. The school bell, "My death bell" I thought dryly, finally rang 25 minutes later, and all of the kids in my class began to stream out into the hallways. First to their lockers, then on the buses to go home. I would not be going home, except maybe in a squad car after the police got finished charging me with indecent exposure or whatever they charged flashers with. That was what I thought was going to happen, I could not have been more wrong. As soon as all my classmates had left the room, I assumed Ms. Brown would simply drag me down to the Dean's office to explain to them what had happened, and I would be off on my way to jail. Instead, she sat down in her seat behind her desk and quietly began to work on grading the research papers we had submitted at the beginning of class.

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   She continued grading for about 18 minutes, then got up silently and closed the door. There was no one left in the school by now. All of the kids were gone, the buses carrying them had left 18 minutes after the bell rang, and all of the teachers had left just as quickly, anxious to get home and do whatever teachers do there (Probably grade papers). After closing and locking the door, she proceeded to walk to the back of the room where I was sitting, pull out one of the student chairs, and sit down on it backwards, inadvertently spreading her legs slightly to get around the back of the chair. She sat directly in front of me, with her elbows lying on the neck of the chair, her body leaning forward slightly. From this angle, I had a great view down her blouse, but now would not be the time to sneak a peak. I forced myself to look up at her face, her blue eyes looking directly into my green ones. I saw a look of concern on her face, like she was anxious or nervous, "why would she be anxious" I thought. "David", her voice immediately startled me out of my confusing thoughts, "I saw you exposing yourself to the class today, could you explain to me why would want to do that?". Figuring I had nothing to lose, I simply told her the truth. I told her, blushing crimson the whole time, about how large my penis was and how much it hurt when I got an erection, and that my "exposing" was only my attempt to relieve the pain in my crotch whenever I got hard. She listened to my sad story, nodding her head in understandment (not first hand experience), and then did something I never would have expected, she laughed. I was shocked. "Why are you laughing at me?", I heard myself asking. She stopped laughing abruptly; suddenly serious.

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   "I wasn't laughing at you" she said, "I'm just so relieved, I thought you were trying to be a disruption to my class David, and then I find out it was just because you were in pain. You're a good student David" she continued "I didn't want to see you do something so foolish just to get laughs. My laughter was laughter of relief, I like having you in my class and I like you David, more than you know". Something I can only describe as cold relief washed over me at that point, no jail, no fine, no suspension. But then I noticed something else. Ms. Brown's expression changed slightly, from relaxed teacher to, to flirting woman? She began to lick her lips, and were those her nipples poking through her blouse. . . "So how big is your penis?", I heard her asking. The shock must have been evident on my face. "I meant it when I said I like you David" she said, "If I'm making you uncomfortable I'll stop". Uncomfortable would not be the word I'd use to describe me at that point; more like incredibly aroused. "Um, about 12" inches" I said, and by now all 12" inches was straining against the fabric of my pants, begging to be let out. She must have noticed.

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   "Can I see it?" she asked. She didn't need to ask twice. I started to unzip my fly to take off my pants, then to my amazement, Ms. Brown, who had stood up by now, moved my hands aside and did it herself. She finished unzipping my fly, then she pulled them down herself, my cock lightly slapped her face as it came free, sending a jolt through my body; she didn't seen to mind. Her eyes said it all, they looked as big as saucers. "It's very impressive David" she finally managed to say, "have you ever used it before?". As a matter of fact, I had. I wasn't a stud by any means, but I wasn't bad looking either. I was well over six feet tall, with dark brown hair, green eyes, and quite a bit of muscle left over from my football days (we had daily weightlifting, and I never stopped after I quit football). I had several girlfriends in my time, even had sex with a few of them, but generally I was pretty shy. "Yes I have Ms. Brown" I replied, hoping this was going where I thought it was going. It was. "Please, don't call me Ms.

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   Brown, my name is Claire" she said, "I don't want to be Ms. Brown to you David". "When had all this happened?", I thought. Ms. Brown, I mean Claire and I got along very well; we spent a lot of time talking when I went to get help on a paper or something and she seemed to enjoy herself; but I wouldn't in a million years think I had actually gotten her to like me personally over the past half year. Apparently I was wrong. "Would you like to be with me David?" she asked nervously, like she was afraid of getting rejected! A meek "Yes" was all I managed to say, not believing what was happening. She didn't respond, at least not with words. Instead she moved her lips towards mine, and I leaned down to meet her. As our lips met, she wrapped her arms around my neck and pulled me closer. When our bodies touched I put my hands on her back and started to move down. Soon my hands were on her ass, feeling her through her pants. I could feel her on my chest, her full breasts pressing against me, her breath was becoming increasingly shallow. Soon she parted my lips with her tongue and began to explore the inside of my mouth. I was in heaven, she felt so warm.

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   We broke our kiss and I began to unbutton her blouse, kissing her neck as I did so. After I had finished unbuttoning her blouse, I kneeled in front of her and gently started to kiss her stomach. I started at her belly button, slowly working my tongue into it. After about 30 seconds or so I moved lower, kissing her all around her lower stomach. She tugged at my shirt, and I quickly lifted my arms so she could pull it off. Still kissing her lower stomach, I moved my hands to the front of her jeans where her slit was, and started to rub my hands up and down on it. Small moans and the thrust of her hips met my hands in earnest; I could feel her wetness through her jeans. After a while I moved my hands to the fly of her jeans and unbuttoned it, pulling them and her panties off of her hips with one strong tug. After I had removed her jeans I got back up and kissed her again. Her eager mouth met mine and I parted her lips with my tongue. At the same time I placed my hands gently on her bra-enclosed breasts. She moaned into my mouth, and I moved my hands to her naked back, pushing her unbuttoned blouse off her body. As I caressed her naked back, I broke our kiss and moved my mouth onto one of her perfect globes. I moved my mouth all around it, gently kissing, licking and yes, biting it. She moaned softly and my hands found the clasp of her bra and quickly released it.


   Taking my mouth away from her breasts, I moved my hands to the front of her body and gently pulled the bra she was wearing off of her body. Setting it down, I put my mouth back on her breast, but this time I closed my mouth around her stiff left nipple. Her moan was audible as I began to suck on it, at first gently, and then harder and harder. At the same time I moved my hand to her other nipple and started to play with it, tracing little circles around it, and then pinching it between my thumb and index finger. After some time, I switched, and repeated the same movements with the opposite nipple. All of a sudden she stopped me, placing her hands gently on my face, and pulled me up for a kiss. Her hands left my face and she got down on her knees in front of me. I knew what she was thinking of next, and it made my already stiff cock impossibly hard. Reaching up with her hands, she grabbed the purple head of my raging cock with her right hand and my steel shaft with the other. I almost blew my load right there it was so hot. Slowly she started to stroke me, creating an incredible feeling in my loins. A considerable amount of pre-cum had appeared on my head, and she slowly started moving her lips to meet it. Moving her right hand to my balls and placing her left on my buttock, she enveloped my head with her mouth, licking my pre-cum off with her tongue. She then gently pushed on my buttock, forcing me deeper and deeper inside of her. She pushed until I was about 8 or 9 inches inside of her, I could feel myself pressing against the back of her throat, it was incredible.

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   She then began to suck, at first very slowly, then faster and faster. At the same time, she started caressing my balls and I was in heaven. Her saliva was now all over her face and my cock, and I could feel her mouth going over and over it, back and forth. By now she was pumping at a furious pace. I knew I couldn't last much longer, and I didn't. About 18 seconds later I exploded into her mouth, unleashing wave after wave of cum. She didn't even blink, she swallowed every drop. After she had swallowed she released me from her mouth and looked into my eyes, licking her lips as she did so. I could feel myself getting hard even then. I placed my hands on her face and caressed her for a short time, then I gently pulled her into a standing position. "I want to make you feel as good as you made me feel" I said to her, gazing into her beautiful blue eyes. She had started to say something, but I placed my finger on her lips, kicked off my pants (Which were around my ankles) and shoes, and led her to the back of the room. At the back of the room there was a long table set up for our English projects, which were due later in the month. At both ends of the long table there was a window looking out onto the football field, so I gently guided her to the middle of the long table and motioned for her to lie down on it, stomach up. I think she knew what I had in mind so I didn't have a problem showing her what to do.

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   As she was lying down I grabbed a chair from the front of the room and moved it up to the long table, so when I sat down I would be between her legs. But I didn't sit down, at least not immediately. Instead I leaned over her and began to kiss her face, moving slowly down her cheek towards her chin. Moving down, I then attacked her neck with my lips, while gently rubbing her hips with my hands in a circular motion. As my mouth went down, my hands moved up. Soon I sat down and began to caress her right nipple with my left hand while moving my right hand down and placing it on her left hip.
    By now I was almost face to face with her, and could already smell her. Moving my face closer, I gently started to run my tongue along her right outer lip while tracing her left outer lip with my right index finger. Still tracing her right outer lip with my tongue, I gently entered her with my index finger. As I moved my finger deeper inside of her, I moved to her inner lips with my tongue. She started to moan, then thrash about as I kept licking her inner lips with my tongue. While pumping her with my right hand, I clamped down on her nipple with my left, making her moan even louder. By now she was aroused enough for her clit to emerge from within her body. Gently I began to make circles around her clit while continuing to pump her with my index finger. At the same time I started to circle her clit, I entered her with a second finger.


       After doing that I decided to switch gears, so I began to blow on her clit while moving my hand in a circular motion with the two fingers already inside her. This must have worked, because she screamed in response and wrapped her legs around my head. Luckily the school was new and each room was soundproof so we didn't have to worry about anyone hearing us. Now that I had her, I decided to go for the kill. As I inserted a third finger into her, I closed my lips around her clit and began to flick my tongue over it. She went nuts and grabbed the back of my head, pressing my face into her. As I pumped her with my fingers faster and faster, she started thrashing uncontrollably, screaming my name as I flicked my tongue over her clit again and again. Sensing her impending orgasm, I went to finish her off. Still stroking her with my fingers, I stopped flicking her clit and instead started to suck on it, hard. Moments later she started cumming all over me, grinding her hips onto my face as she did so. For a few minutes she just sat there and did nothing but pant, still trying to recover from what just happened. After some time she sat up again, and our lips met in another kiss. I knew she could taste herself on my lips, and that excited me even more than her naked body pressing against me. Soon I was completely hard again, and she slowly began to stroke me. Not long after she released me and jumped off the long table, her breasts jigging nicely as she landed.

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       "Lie down on the table" she commanded, and I knew what she had in mind now. I got on the table and laid down face up, my cock pointing directly up at a right angle to the table. She got on top of me and bent down to kiss me. As our lips met I moved my hands to her back and started to caress her gently. Soon my hands found their way down to her ass, and she broke our kiss. Sitting up again, she slowly began to lower herself onto my waiting cock. As my cock eased its way in, I moved my hands to her hips, lowering her down completely onto my tool. She started moaning now, and I slowly began to rock my hips upwards, ramming myself into her with every thrust. She responded by moving her hips downward to meet my thrusts. Her moaning was getting louder now, and she wrapped her legs around me and began to ride me at a furious pace. I stopped thrusting and let her control the pace. Her pace was furious. She started moving faster and faster, screaming incessantly and beginning to sweat all over her body, it was so hot. As she continued to ride me, her walls clamped down on my cock, and I knew she must be close. Wanting to push her over the edge, I sat up and enveloped her right nipple with my lips.

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       She screamed and began to pump me even faster. Finally about 18 seconds later she let out a long moan and I felt her cum all over me, soaking into our pubic hair. She started moaning incoherent words into my ear, and her eyes had a look of rapture in them. Since I wasn't even close to climaxing, I started thrusting into her again, and at the same time tweaked one of her nipples. She swung her head back and let out an animalistic scream, her eyes now rolling around in the back of her head. This went on for another 18 minutes, finally ending when I exploded into her, filling her with a small river of cum. When I finally deflated, she off got me and laid down beside me on the table, neither of us being able to move. I wrapped my arms around her and we slept for what seemed like a lifetime. When I woke up again, it was dark (about 7 PM). Looking over at Claire, I kissed her on the forehead, then got up to find my clothes. After dressing, I quickly went to the restroom to find some toilet paper to clean up our mess. When I got back Claire was awake, but still laying on the long table. When she saw me come back into the room, she slowly sat up and rubbed her eyes. "What time is it?" she asked. Not "I love you" or "That was amazing", but "What time is it".

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       "A little after seven" I replied, and handed her the clothing she was wearing earlier. She must have sensed the disappointment on my face. "David" she said, "I just wanted to say thank you". "For what?" I asked, now utterly confused. "For making me feel whole again. " she responded, "for letting me know in your own little way that there was someone beside me, if only for a little while. " All I could think at that point was "wow!". This was heavy stuff, and I had no experience dealing with "heavy stuff" like this. The heaviest it got with my girlfriends was "Thanks for showing me a good time" or "Would you come to my house for dinner with my parents". What this woman was saying and feeling was way out of my league. Her statement told me two things. One, she was lonely and she's been having a lot of trouble dealing with it. And two, she needed a mature partner to express her feelings with. I was no mature partner, mature for my age maybe, but not mature enough for her. "Why only for a little while?" I asked, already knowing the answer to my stupid question.

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       "I think you know why" she began, "There are too many risks for us to stay together, for you and for me". She was right of course. If the school found out she would be fired the same day, and I would probably be dragged through the papers, my life would be essentially ruined. It would be gossip, and even after the headlines were gone people would talk. At that moment my heart sank. After putting her clothing on and cleaning up the mess we had left, she embraced me. "I love you David, I always will, even if we cannot be together". "I love you too. " I said, then kissed her for the last time. That was the last time I ever saw her. The next week she called in sick; and then filed papers for a leave of absence during the winter break. As for me, a few weeks after our encounter my dad got a new job across the state and we moved out a few weeks after that. After grad school I went back to the school to look for her, but she had moved somewhere out of state (That's what the school told me). I haven't found her to this day, and I don't think I ever will. I married recently, so I won't be looking for her anymore, out of respect for my wife.

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       My penis wasn't a problem anymore after that, at least for a while. I was so depressed for the next 8 months following our separation I'm surprised I got out of bed during that time. When I think about it, I still miss her, but I try not to think of it very often, why cause needless pain? Besides, I move forward, not backwards. This is my first story; it’s an old one, I wrote it some time ago. Feel free to comment. .