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Camera Photo Memories

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Author: Anon
Published: 14-Sep-04 Revised/Updated 12-Jun-17
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I see him walking down the hall towards me. He has the omnipresent camera case around his shoulder with the camera in his hand as he catches my eyes. His penetrating green eyes seem to look deep into me and I feel a strange sensation inside me.

* * * * * * *

I cheerfully greet him with "hello Francis, how are you this afternoon."

He looks at me sullenly and replies "hello Miss Waye how do you think I am."

I frown slightly as I know the assignment I gave out today will probably cause him to stay up most of the night to complete.

"Well Francis, I'll be looking forward to your presentation in class tomorrow. I'm sure you'll be prepared."

"Miss Waye, you know I don't understand algebra and besides, photographers don't need algebra."

"Francis, everyone needs to understand algebra. If you would apply yourself to it one half as much as you do to pictures, you would get straight A's."

"I don't know Miss Waye, I bet there are things that you don't understand and don't want to either. I just don't think I'll be able to do this by tomorrow."

"Francis, would you like me to help you I'm not doing anything this evening and I would be glad to spend some time getting you started."

"OK Miss Waye." he sighed "What time and where"

"Don't sound so resigned. I'm sure once you begin to grasp the fundamentals you may actually enjoy Algebra. You can come to my apartment at 143 So. Locust Apartment 609 after supper. Say about seven o'clock. Would that be all right"

"Yes Miss Waye, I'll be there."

This is my first year as an Algebra teacher at the High school even though I am in my early thirties. I married after college and divorced 8 years later after an unrewarding marriage. I had an unrewarding job as a secretary when I decided to return to school to get my teaching credentials. I'm determined to make teaching a rewarding experience in spite of my past failures. I have not been satisfied with my past and feel that meeting the challenge of Francis, a bright insightful student, although misdirected, will be my first victory.

A knock on the door to the apartment wakes me from my thoughts and I peer through the peep hole to see Francis standing outside my door with his camera equipment and Algebra book.

"Come in Francis" I say as I open the door. "Sit on the couch by the coffee table and we can begin." I sit on the chair to the right of the couch so I could assist Francis with his work. I had not changed clothes and still wore my dress suit but I had slipped off my shoes and I was now in my stocking feet. As I casually sit down I notice Francis glance at my legs then stare at my stocking feet.

"I'm sorry Francis but I didn't have time to change and my feet are killing me. I hope you don't mind if I don't put my shoes back on."

"No Miss Waye" he replies as he continues to stare at my feet. "I think you have very nice legs and feet. I never saw any girls wearing pantyhose like that with the shaded parts at the toes and heels before."

"To tell you a little secret Francis, I'm not wearing pantyhose. I'm wearing stockings which I find more comfortable and cooler, especially this time of the year." I say as I feel a strange stirring deep within me making me blush.

"Oh you mean like these" he says as he hands me a picture from his camera bag. A picture of a long legged shoeless model standing with her skirt pulled up to her waist with her legs spread open. Her bright red painted toe nails show through the reinforced toes of the sheer black nylon stockings she is wearing which also have reinforced heels. The dark shadow from her pubic hair is visible through her sheer white panties along with the outline from the lips of her cunt. Her bright red lips display a sensual smile as she stares directly into the camera lens.

The picture brings back a flood of stirrings from 15 years in the past when I was a High school sophomore. I recall an incident in study hall where I sit facing the windows at a cafeteria table at one end of the room. During the study period, there is a small commotion which results in a young good-looking green eyed blonde boy being made to stand as punishment. The teacher, Mr. Martin, places the boy right in front of the table I am sitting at. He is standing with his back to me looking out the window as I stare at him. He turns around and I look down quickly at my book hoping he doesn't catch me. I peek up from my book and see that, although he has an open book in his hand, his eyes are looking elsewhere. I am wearing a loose skirt with stockings held up by a garter belt and I slipped off my shoes for comfort. I shift in my chair while crossing my legs and I see his eyes follow my movements and I realized he is staring under the table at my legs.

I feel a strange thrill that this handsome boy is interested in looking at me and I begin to experiment with small movements. I slide down further in the chair and he slouches against the wall. I slowly uncross my legs then cross them in the other direction and his eyes remain glued to my legs and feet. I again uncross my legs and slide my feet back to cause my knees to elevate slightly. My skirt rides up about two inches above my knees and all I have to do to allow him a glance up my skirt is to part my knees. I begin a rhythmic movement of slightly opening and closing my knees and watch as his eyes become bigger while staring at my movements. I reach down with one hand and scratch my thigh causing my skirt to rise to the bottom of dark band at the top of my stockings.

I watch as his breathing became shorter and shorter until it is almost in gasps. I begin to feel a pleasurable warm wetness between my legs that I never felt before. I raise one knee higher than the other and slowly allow my knees to separate until they are about a foot apart knowing that I was giving him a full view of my inner thighs and pink panties.

I notice a bulge in his pants which seems to throb and a faint wet spot at the top of the bulge. His hips are undulating back and forth to a rhythm that was somehow familiar and I feel an overwhelming urge to caress my vagina.

I slowly reach under the table with both my hands, place them on the insides of my legs and began to move them slowly up towards the warm moist center of my legs causing my skirt to ride higher up my thighs. As my hands pass over the top of my stockings the boy is gaping at me with his mouth open and I stare at the bulge that is visibly pulsating in his pants. My skirt is up to my waist as my hands touch the edge of my pink panties. I spread my legs wide and brazenly rub my cunt to alleviate this uncontrollable desire I feel.

Suddenly my body begins to jerk and I let a gasp escape my lips as I feel myself sink down into what feels like a warm pool. I look up at the boy as he grabs the front of his pants and jerks about as the wet spot rapidly grows.

Right then Mr. Martin arrives, gapes at my raised skirt, blushes intensely, then grabs the boy and takes him from the room. I am embarrassed but realized that only the boy and Mr. Martin see the condition I am in.

Shortly after that I receive a note from Mr. Martin directing me to report to him, in his office, after last period. All during the rest of the school day I shiver in fear at what is going to happen but I know I better be there when he wants me.

"Come in" he says sternly when I knock at his office door and I walk nervously into the room. He points to a chair on the other side of his desk and says "close the door and sit down here." Apprehensively I sit down as he demands, "DaChe, why were you and that boy exposing yourselves at study hall today"

"I-I-I don't know" I stammer.

"Do you know what happened to that boy when you showed him your panties"

I was almost in tears as I reply "No, not really."

"Well, I guess you know your parents will have to be notified about this incident" he states matter of factly, as he gazes off to one side.

"Oh please Mr. Martin, please don't tell my parents." I plead, "I promise it will never happen again. Oh please don't tell them."

I notice a slight grin on his face as he says "Well maybe there is a way that we can teach you a lesson and not have to bother your parents with this. If I do this favor for you, you must promise you won't expose yourself in study hall again, and I will show you what happened to the boy. Also, you must do whatever I tell you and, since I won't tell what happened today, you must promise not to tell."

"Oh yes Mr. Martin, I promise and I will do whatever you want."

"I want you to go over and lock the office door then come over to my side of the desk." I do what he asks and stand stiffly alongside his chair.

"Lift up your skirt" he commands and when I hesitate, "DaChe, if your not going to cooperate then I guess I'll just have to call your parents" he states as he picks up the telephone receiver from the desk.

I reach out and grab his hand and franticly plead, "no Mr. Martin please give me another chance. I'll do what you say." I quickly reach down and raise the hem of my skirt to the tops of my stockings.

"That's a little better DaChe. Now lift it higher." he drawls as I raise the skirt above my stocking tops high enough to expose my panties. I feel myself beginning to flush as I watch this adult ogle my nylon sheathed legs and panty covered pussy.

He reaches out his hand to my leg and slowly moves it up my leg to the tops of my stockings then back down again. "Mmmm DaChe, I love the feel of young firm thighs under shear silky stockings" He sighs, as his touch makes my body tingle.

"Take off your shoes and sit on my desk with your feet on the arms of my chair." Fearing that he would change his mind and tell my parents I do as he asks. I remove my shoes and while remaining seated, Mr. Martin moves it backwards making room for me to climb on the desk. I raise my legs and place my feet on the chair arms as Mr. Martin moves the chair close to the desk causing my knees to spread apart. I lean back slightly and place my hands behind me on the desk for support. I look at Mr. Martin, seated between my legs, and see him staring intently between my legs. This position displays my body, from my waist down, for his unobstructed viewing and I again feel the stirrings in my young pussy "Relax DaChe, I'm not going to hurt you" he says as he massages the entire length of my legs from my toes to my panties.

Mr. Martin continues to rub and squeeze my nylon sheathed legs and feet for a few minutes then moves his hands above my stocking tops and massages the naked flesh of my thighs. He moves his hands to the insides of my thighs and as I feel them moving closer to my nylon covered pussy my pulse quickens.

"DaChe, your panties are damp" he says with a snicker as he rubs the nylon panties against my now swollen pussy lips. The sensations I feel are very pleasurable and I spread my legs wider apart to allow him more access to the moist panties covering my pussy.

I blush intensely as he commands, "pull off your panties and hand them to me". I comply by leaning to one side raising first one cheek then the other as I slide the panties off my ass. Down my legs come the panties to my knees which are parted. I hold the panties as I withdraw one leg then I let the panties slide down the other leg to my foot which I lift up so Mr. Martin can remove them. He takes the now damp panties in his hands and caresses them. He puts them to his face and sniffs the crotch which is damp and still holds the aroma from the earlier episode.

"Pull your skirt to your waist and spread your legs apart as far as you can." With my naked cunt fully exposed to his view I feel the same urge to touch myself that I felt earlier. I watch through my widely spread legs as he reaches down, unbuckles his belt, unzips his pants, and pulls the pants and underwear down to his ankles. I never saw a man's swollen cock before and I could not take my eyes from it.

He smiles as he directs me, "lay sideways on the desk with your head down here by me and your feet over there." Following his request, I turn sideways on the top of the desk and lay sideways on the edge. I slide down until my head is in the middle of the desk and my legs dangling off the side. He tilts my head sideways towards him and, as he stands up, his hard cock is right even with my face. I see the red swollen head of his dick with the purple veins bulging out. He reaches down, raises my skirt to my waist, parts my legs with his hand, and gently rubs my soaking wet cunt.

"Reach out and touch my cock" he says and I am surprised at how firm and smooth it feels. He moves closer to my face and I see a drop of moisture form at the end of his cock. "Open your mouth" he commands huskily and I comply. He rubs my now wet pussy harder as he inserts his cock into my mouth. Instinctively I close my lips and suck on his turgid member tasting the slightly salty liquid oozing from his cock end.

"Oh yes, your mouth feels so good" he moans as he begins to undulate his hips causing his cock to move back and forth in my mouth. He inserts one of his fingers in my cunt and twirls it around. I respond by thrusting my hips against his penetrating fingers as I feel the warmth rise again in my loins as I eagerly suck on his cock moving within my mouth.

"Put your hand on my balls" he gasps "and squeeze them gently." I feel them swell slightly as his movements become more frantic.

"Move your tongue over the bottom of my cock" he directs and moans, "OOOHH that feels so good!" as I comply to his directions.

"Now" he blurts "this is what happened to that boy. Oh fuck I'm coming!" He lunges with his cock deep in my throat and I feel it throb. A warm salty fluid fills my mouth and throat as he moans loudly and I swallow rapidly to keep from choking. At that moment my pussy explodes with a much stronger feeling then earlier and I again sink weightlessly into the warm pool barely conscience of Mr. Martin's cock still moving about within my mouth......

"Miss Waye, Miss Waye, are you all right" I hear Francis ask with anxiety.

"Yes Francis" I reply with an unsteady voice. The intensity of the memory leaves me shaken with a wetness between my legs. "I was just startled by this picture" I lie, "I didn't think a nice boy like you would be carrying a picture like this around."

"Gee Miss Waye, I didn't mean to startle you but I don't think this picture is bad. I think it's a good picture and doesn't show anymore than a bathing suit shows. Besides she is a nice looking lady but I bet your legs are better than hers."

"Someone your age shouldn't be interested in looking at women's legs and underwear" I again lie as I recall the boy from study hall. Then I realized that Francis looks very much like the boy I remember from study hall and feel a flush come over me.

"What can I do to get you back interested in completing this assignment" I quickly ask in an effort to hide my embarrassment. "You need some incentive to get your attention back to work."

"I'll make a deal with you Miss Waye" Francis replies. "I'll finish this assignment for you if you'll promise to pose for some pictures for me" Francis adds with an enthusiasm I have not seen in him before.

"Well, Francis you flatter me but I don't think that would be a good idea" I answer and I see the disappointment in his face. With a feeling that I was failing at my effort to win over this boy's interest I continue, "but if you do a good job on this assignment I will let you take a couple of pictures of me" I quickly add, "but not any like the picture you showed me!"

"Okay Miss Waye" replies Francis smiling broadly. "You have a deal!"

The next day after class Francis greets me in the hall with a cheerful, "Hi, Miss Waye. What did you think of the presentation"

"Francis, you know I was very pleased" I reply. "Yours was the best in the class."

"Then you won't go back on your deal, will you" Francis asks with a slightly worried look on his face.

Determined not to fail with this boy I say "No Francis. I made a promise and I never go back on promises. Do you want to take the pictures now before I leave for home"

"Well Miss Waye, I would like to get some really good pictures and my Uncle has a studio near where you live and he said I can use it as long as I didn't mess it up. I want these to be the best pictures ever so could you meet me at the studio Its on the corner of Central and South Locus, only a couple of blocks from your apartment."

"Okay Francis when do you want me to be there" I reply thinking, if I turn him down I may lose all the ground I gained.

"My Uncle said I could use it anytime after six in the evening so when can you be there"

"I have to stop at the store so I can be there tonight about seven-thirty if that's not too late for you." I answer with an uncomfortable feeling and wanting to get this over with as soon as possible.

"Okay Miss Waye. I'll see you there tonight. Just knock on the front door and I'll let you in."

I must admit that I faced my appointment with Francis with ambivalent feelings. On one hand I wanted to preserve the faith that he was beginning to show for my efforts at helping him academically. On the other hand the thought of being alone with him and having him take photographs of me was titillating. I felt the first warm glow of need and I knew my pussy was starting to get a bit wet.

As the time for our appointment approached I undressed and decided to take a nice relaxing shower. The spray from the shower played against my body. I began to soap myself and luxuriated in the creamy feel of the soap against the sensitive skin of my milky breasts. I felt a warm glow begin to build in my belly as I gently kneaded first one and then the other mass of buttery, yielding flesh. I know that my breasts are striking. Full rounded globes of soft, flawless, creamy white skin set off by deep brown nipples that are at least an inch long. Almost without thinking I began to twirl my slightly swollen nipples between my fingers. It felt sooo very nice and the longing in my loins became more insistent. Almost as if they had a mind of their own, the soapy slick fingers of one hand dropped between my thighs and began an intimate exploration of my aroused pussy. I let my fingers trail tantalizingly over the sensitive flesh of my puffy outer lips. Around and around they made their pleasure provoking journey. Soft moans began to escape my lips. I spread my legs even further apart and began to gently massage my swelling love button. One and then two fingers slipped into my hot sheath while my thumb circled my aroused clit. I felt the heat building in my belly and my hips started to hump against my fingers. They swirled against the soft wet walls of my cunt and I was lost in the insatiable desire for release. OOOHHHH..NOWWWW I cried and I bucked hard against my fingers and thumb. My lower body was racked with the spasms of my passionate release. I slowly regained my composure, finished showering and prepared to dress for my "modeling" session with Francis.

As I knew that Francis wanted to take provocative leg shots I thought that I would select some appropriate attire. I searched through my lingerie drawer and finally selected a lacy black garter belt and very sheer and silky dark hose. I put these on, enjoying the feel of the sleek nylon as it slid up my legs. Then I found a pair of very thin black bikini panties and a pair of my highest heeled black shoes.

I looked at myself approvingly in the mirror. The panties did little to conceal the pouting lips of my cunt. And the hose and high heels showcased the sensuous curves of my long tapering legs and full lush thighs. I then selected a transparent nude colored bra. My full succulent breasts strained against the thin material. The dark circles of my areolae and the thick brown stalks of my sensitive nipples were clearly visible. In fact, I thought, the gossamer transparency only made my full succulant teats even more inviting and desirable. I thought of how Francis might respond to this outfit, and that demanding need in my crotch began to assert itself again. To complete the ensemble, I put on a white satiny blouse and a tight black mini skirt. The blouse was open enough at the neck to allow an ample amount cleavage to be visible and if I leaned forward the thinly veiled curves of my ample breasts with their elongated nipples would be clearly visible. The skirt was short enough so that when I sat down and crossed my legs an enticing amount of my curvaceous thighs came into instant view.

I knew on one level that I was supposed to be simply motivating a student to achieve academic excellence. However, the thought of being a cheesecake model for Francis had ignited a glow in my body that was becoming more and more demanding. In this frame of mental confusion and physical longing, I put a light coat over my rather sexy attire and headed for the studio.

I arrived about 7:45. Although there were lights on in the studio the door was locked. I knocked and Francis appeared from the back of the shop almost immediately. He looked a bit nervous and awkward when he let me in.

"Gee, I'm glad you really kept your promise Miss Waye", he said. "I was beginning to think that you wouldn't show up".

"A promise is a promise", I replied. "And you did keep your end of the bargain so it's only fair that I keep my part. Now if you will show me where we are going to take these pictures we can complete the arrangement and I can get back home to do some work"

Francis locked the front door and led me to a studio room in the rear of the store. It was complete with all of the photographic equipment that I could possibly imagine. Against one wall of the studio was a rather large velvet covered couch. Actually it seemed to me that it was more like a day bed than a couch. I touched it and the material felt very rich and soft.

"Shall we get started" I asked. And with those words I removed my coat. I looked at Francis and he was speechless. "Err...ah...you look beautiful" he stammered. His eyes were riveted on the swell that my teats created as they pushed against the satiny whiteness of my blouse. His face had become rather flushed and there was a noticeable bulge of an already aroused cock in his jeans.

"Where should I sit", I asked calmly as I was now certain I was in complete control of this situation. I was also certain, from the wetness seeping out of my hungry pussy, that I could not let this modeling session end without the feel of that hard cock trusting deeply inside of me. The thought of seducing Francis was making me hornier by the minute.

Francis was barely able to speak."Oh..err..on the edge of the sofa would be just fine" I sat down as directed, put my arms behind me and leaned back. This position caused my slightly swollen teats to push even harder against the fabric of my blouse. I knew that the outline of my hardening, dark stalk like nipples were very apparent. Then I teasingly crossed my legs and allowed the hem of the miniskirt to slide upward so that the tops of my hose came into view. I pushed the skirt up a bit and Francis was treated to the sight of my creamy lush thighs. Their alabaster whiteness made a stark and exciting contrast against the blackness of my sheer hose. I thought Francis was going to fall over. He couldn't take his eyes off of my body and it was obvious that his tool was as hard as a rock. He made no move to start taking any photos. He just stood there mesmerized and breathing very hard. Knowing what effect my lush body must be having on this young boy was driving my own passion even higher. I could hardly keep my hands away from my love tube which was now literally dripping its sweet juices.

"Are you alright, Francis", I asked in a soft voice. He sort of gulped an inaudible response. "why don't you sit down here beside me for a minute You seem to be a bit upset just now". Francis accepted the invitation and sat down beside me on the sofa. "I thought you had seen a woman's legs before this". Francis blushed and shifted uncomfortably. The lump between his legs seemed to be even larger then before.

"No Miss Waye", he finally replied. "The pictures that I showed you the other day were ones that I had photographed from a magazine. I haven't really taken any pictures using a real model before". "Why don't you call me Karen", I said gently. "At lest while we're here". I took one of his hands in mine. It was almost clammy with sweat. "Gee you really are nervous Francis. I'm sure that you have been on dates before. Have you ever kissed a girl" "Yeah,,sure I have", he said with just a hint of bravado in his voice, "But none of them ever looked as beautiful as you do." and he started to get flustered again.

I was getting so hot and aroused that it was becoming difficult for me keep control. "Would you like to kiss me, Francis", I asked. He just sort of looked at me. His eyes were glazed with the passionate longing that I had stirred up in him. Francis didn't answer but turned toward me, rather clumsily put his hand on my shoulder, kissed me very quickly and pulled away.

Is that how you have been kissing your girl friends Francis sort of nodded. "Wasn't that right", he inquired. "Not quite Francis". Here, let me show you how to really kiss a girl." With that I put my arms around his lean body and pulled him against me. My full sensuous lips found his and I kissed him long and hard. I forced my tongue between his lips and Francis' mouth opened a bit. Instantly, my tongue entered his mouth and began dueling with his tongue. He pulled me even closer to him and I knew that he could feel the swell of my lush teats against his chest. He was breathing rather hard and his eyes were tightly shut.

I put my hand on that inviting lump between his legs and gently rubbed his throbbing prick. Francis shuddered and a deep throated moan of pleasure escaped his lips. "Does that feel good", I asked."Ohhh Ohhh Miss wa..er ah..Karen I've never felt this way with a girl..never.." Do you like the way my breasts look, Francis "OH yesss", he gasped. "Would you like to touch them" With that question Francis lost all control. "Please let me", he pleaded, But I really don't know what to do.

"Unbotton my blouse", I instructed. His hands were shaking so hard that I had to help him accomplish the task. I slipped the satiny garment off and sat there with my aroused teats and nipples clearly visible through the transparent material of the bra. I knew the dark brown of my partially hard nipples made an enticing sight against the creamy whiteness of my swollen ample globes. His cock gave a perceptible lurch against my probing fingers. I placed his trembling fingers against one hungry teat. "Gently knead it", I told him."Slowly and softly milk them". Francis began to fondle the soft, pliant yielding breast. Rather clumsily at first, but within a few minutes he was doing quite a good job of getting them to swell even more in response to his manipulations. "OHHH Francis, that feels soooo gooood. Now take your thumb and forefinger and roll my nipple between them. When he began to massage my long sensitive nipples they instantly became as hard as stone. The sensations he was providing were running from my teats directly to my steaming hole. A dark circle of wet was spreading on my black panties. AHHHH, I moaned..do the other one..NOWWW.

Francis obeyed without any further urging. A few minute of this stimulation was all that my breasts could stand. I had to feel his hands directly on my flesh. I gently removed his hands and a disappointed look appeared on his face. "Did I do something wrong", he asked..OHH NOO I replied."I just want to feel you touching me without anything in the way", I said reassuringly. With that I reached back and undid my bra and slowly removed it. Then I raised my hips and removed my skirt and panties. He immediately returned to the task of fondling my swollen luscious teats and rolling my long stony nipples between his fingers. I was going wild with need. Kiss me I said and his lips closed over mine. This time his tongue slipped into my mouth and swirled around mine. My hand moved to my puffy cunt and a finger slid easily into my hot wet hole. I began to grind my hips against my invading fingers. I knew that if I didn't do something that I would quickly lose control over the situation.

With a great deal of will power I pulled away from his embrace. "Now Francis", I said I think it's time that you undressed. After all you have been looking at my body and I haven't seen yours. Francis looked embarrassed. However, he was so turned on at this point that I knew he would do whatever was asked of him. He quickly stood up and removed all of his clothes. At the sight of his body my love tube began to ooze even more then before. He was lean and very muscular but my center of focus was his cock. It was fully 9 inches long, appealingly thick and was as hard as granite. There was a drop of pre-cum already evident at the tip of its purplely swollen head. I knew that it would not take very much stimulation for Francis to have his first climax. That was my plan. As much as I longed to feel that wondrous pole filling my belly, I knew that I must be patient.

"Lie down beside me", I told him. As soon as he had done so we started to kiss again. Hotly and passionately. My fingers closed around his thick shaft and I began to run them up and down its length. So very lightly and teasingly. I thought the boy was going out of his mind. His body began to hump against my fingers and he was literally gasping for breath. I knew he could not take very much more of the stimulation I was giving him. So after a moment or so I broke our kiss and shifted my body so that my face was directly over his pulsing tool. Without hesitation my lips closed over the engorged head and then slipped down to the throbbing shaft. Slowly I moved my mouth up and down the full length of that wonderful young cock. As I did so my tongue swirled around it. I could feel the blood pounding in his rock hard tool. I placed the tips of my fingernails against the sensitive flesh of his balls and began a tickling movement. Francis was heaving and twisting beneath me. As I predicted, after only a minute or two of my oral assault, Francis screamed out..OHHHH MYYY GOODDDD I"MMM EXPLODDDINNGGG. With that his body jack knifed against me and his prick really did explode. Jet after jet of cummm shot out and I sucked in every sweet drop. Francis twitched several times and then sort of collapsed backward. OHHH karen he sighed I never felt anything like that before..never.

Did I make you feel good, I asked OOHH it was wonderful he replied. Then don't you think you should do the same for me I asked Francis looked at me with a quizzically innocent expression on his face. "Errr..ahh..I don't know what you want me to do", he kinda mumbled in embarrassment. "Just do what I tell you" I said and the thought of the power I had over this vulnerable young man almost made me cummm. "Kiss me Francis", I directed.

In a short time Francis had become a rather proficient kisser. His lips were mashed against my soft red ones and his tongue was exploring my mouth with increasing insistency. Without being told he had reached for my aroused teats and was sensuously fondling them.

"kiss and suck them", I said and he immediately did so. His hot mouth and tongue were driving me to even higher heights of passion. I guess on instinct, he sucked one of my protruding nipples into his mouth. Gently placing his teeth against the exquistly sensitive tissue he gently racked over its entire length, from base to tip."OOHHH YESSS", I moaned "Keep doing that..do both of themmmm...YOURRR DRIVVVINNGG MMEEE CRAZYYY"My teats were swollen with need and Francis had my nipples as hard as I could ever remember them being. I was beginning to writhe in response to the ebullient feelings he was drawing from my body. My pussy was so hot and wet that I had to have release from the lust that had now taken complete control of my mind and body.

I spread my thighs as far apart as was possible. "Now start kissing and tonguing my pussy", I moaned. I think Francis was afraid to do what I had asked. But after a moments hesitation I felt the hesitant pressure as his lips first touched those of my swollen labia. "That's it...Thats it", I said encouragingly. And I spread even wider to give him as much access as possible to my aching love nest.

Francis was an apt pupil. Within a very few minutes he learned what actions to take to evoke an involuntary twitch from my body. He was very good. His tongue swirled around the outer lips of my cunt and then he would make it stiff and plunge as far as possible into the smooth wet heat of my sheath. I wrapped my legs around his head to draw him even tighter against the core of my passion. And my hips were grinding back against his invading oral member. Mindless noises were coming from me and my head was tossing to and fro in response to my overwhelming desire. Then by accident his tongue flicked over my distended clit. I have never had such a thrill."OHHHH YESSSS THATSSS ITTT....THATSS THEEE SPOTTTT...DON'TT STOPPPP...PLEASEEEE DON'TTT STOPPPPP....MAKEEEE MEEEE CUMMMMM....MAKEE MEEE CUMMM NOWWWW. KKKEEEPPP LICKKKINNNG MEEEEE!!!

My reaction drove Francis to even greater efforts. Remembering what he had done to my nipples, he captured my aroused clit between his lips and sucked it..just as I had sucked him.Then he gently raked it with his lips and teeth..again and again..I was uncontrollably thrashing in ecstacy. My body had a mind of its own and my hips were bucking furiously against his mouth and tongue. My face was flushed with pure passion and I tossed my head mindlessly from side to side. That indescribable hot, light weightless feeling became more and more intense..And then it was there....IIII'MMMMMM CUMMMINGGG..I'MMMMM CUMMMING...I screamed. I ground my gushing cunt furiously against Francis's mouth. I jammed my lust bloated clit against the stiff blade of his swirling tongue. OOOOHHHHH GOOODDDDD KKKEEEPPP DOOOINNG IIITTTT I screamed.I didn't want this climax to ever end.My legs had his head trapped against my spasaming slit and I poured streams of love juice into his eager sucking mouth.Gradually my spasms of release subsided and I fell back contentedly onto the sofa.

I laid there for several minutes. My eyes closed, enjoying the sweet afterglow of my climax. "Are you okay, Karen" Francis's voice brought me back to reality."Of course", I said"And you were wonderful". I looked over at my young friend. He was lying on his back next to me and I was delighted to see that his oral ministrations to me had also affected him. His cock, still moist from my previous oral assault had returned to a state of stiff attention. I trembled in anticipation because nothing gives me a greater delight then feeling myself being penetrated by a trobbingly hard tool right after I have been on the receiving end of some delicious oral sex.

"My,My, what have we here", I chuckled and gently wrapped my hand around his stiff shaft. I began to teasingly caress it. Softly milking that turgid instrument from its base to its glistening swollen head. While I was doing this I placed my other hands on his sensitive balls and began to tease them once again with my fingernails. It only took several minutes of this exquisite torture for Francis to begin to moan deeply and begin to gasp. His hips started to grind against my fingers and I knew that I had best cease my caresses or Francis would cumm right there.

I straddled Francis with my long, nylon clad legs and placed his throbbing cock against the lust hungry, puffy lips of my love tube. Slowly, I forced myself down on that wonderfully hard prick. I guess the feel of my warm, velvety, love slick walls against him was giving Francis equal pleasure. Because his pelvic area suddenly lurched upward and I felt that cock push into me to the maximum. My belly was engulfed with that delicious feeling of fullness. Very slowly, I began to raise and lower myself on his throbing joy stick. I shifted slightly so that with every thrust I could feel him rub against my engorged steamy clit.

Then I could not help but increase the tempo of my movements. Up and down, in and out. I would lift myself so that only the tip was in my pussy and then thrust down hard. Feeling its veined length slide against my clit and deep into the wetness of my hot cunt. Before long I was fucking Francis as fast as I could go. I was totally lost in a sea of ebullient passion. I kept feeling like I was rising higher and higher. It was wonderful. Francis was moaning and writhing beneath me. Grinding his pelvic area against me with every thrust of my hips. I looked at his face which was contorted with lust and I knew he was getting closer also.

Suddenly his body tensed and his thrusts became even more violent. And then I was there..Stars exploded in my brain..OOOHHHH GODDDD, I literally screamed....KKKEEEEPP FFFUCCKKINNGG MMEEEE...FUCCCKKKK MMEEEE HHAAARRDD.....II'MMMM CCUUMMMIINNG...I'MMMMMM CUMMMINNG. I could feel the walls of my pussy spasming around his rock hard prick while my pelvis ground against him in uncontrollable twitches. Then Francis gave a scream jammed himself hard into me and I felt his cock swell and then explode inside of me..shooting stream after stream of cummm...his body jerking against me with every release of fluid that at last extinguished the flames of desire that had been pent up for so long a time.

After many minutes we both returned to reality. His now flaccid dick was still entrapped in my drenched pussy..I gave him a long, deep kiss and said, "We didn't get any photos tonight Francis. I guess we had best schedule another modeling session". But that's another story.

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