Date: Tue, 15 May 2001 16:13:48 EDT
From: Eagerfiftyguy@aol.com
Subject: Billy's New Lesson

This story contains scenes of underage m/f sex.  It also has f/f sex
involving an adult and a juvenile.  If such a story offends you, please do
not read it.

Billy's New Lesson
by
Larry Marion


	One day, as school was almost over, Miss Williams walked around the
classroom, stopping at one desk or the other , and saying a couple of quiet
words.  Billy watched her out of the corner of his eye, hoping she'd stop
by his desk.  And she did.  She put her hand lightly on his shoulder and
whispered to him, "Billy, you need some extra help, I think.  I want you to
stop by my house as soon as you can after school. "  Immediately Billy's
prick began to rise underneath his jeans.  "I've got a special lesson for
you, today," she continued, and walked on.  His still almost hairless balls
twitched and his recently twelve year old prick was as big and hard as it
could get.
	When the bell rang, Billy flew home, told his mom he was going out
for awhile and walked rapidly to Miss Williams' house.  He was sitting on
her porch when she drove up the drive.  Billy was shocked when he saw that
seated next to her was Samantha Jones, her black hair in pigtails and her
owl glasses perched on her pale white nose.
	She got out of the car.  "Hi, Billy.  I gave a ride to Samantha.  I
know you'll enjoy studying with her."  Billy was sure that wasn't true.
Samantha was the least fun of any girl in Billy's class.  She was the only
one who Billy had not talked into at least letting him see her panties.
Miss Williams was really going to give him an extra school lesson?
	Samantha got out of the car, still in her school clothes, a high
necked, low hem lined pink dress, white socks and Maryjanes and matching
pink ribbons around the ends of her braids.  As Billy's erection wilted, he
did notice that the dress did fill out a bit on top and Samantha's normally
pale lips were bright red.  Still, he got a glower from her that must have
matched the one that he gave her.
	Miss Williams must have seen both their looks because she smiled
and said, "Let's go inside.  I think you'll learn a lot of important things
today."  With that she unlocked her door and ushered them into her living
room.
	As soon as they were in, she said, "Now you two go ahead and talk.
I'm going to go back and change from school.  I'll be right back. "  Billy
grimaced at that.  He'd enjoyed helping Tiff take her school clothes off
before. It looked like she wouldn't be Tiff this time, but still Miss
Williams.  He walked across the room and sat in an easy chair, while
Samantha plopped down on the couch, keeping her knees together and
spreading her skirts carefully across her knees.  She obviously wasn't
going to let Billy see her panties, even by accident.
	The two children looked at each other across the sun yellow carpet.
Finally Billy said, "Miss Williams give you extra help too?  I thought you
was a brain."
	"For a year now.  She's helped me a lot. "
	I'll bet, thought Billy.  Probably have to learn some poem or
something.  Then the door to Miss Williams' bedroom opened and she came
into the living room.  "Let's get studying," she laughed.
	Her hair was loose from the bun she wore it in in school and she
was wearing a thin red shortie nightgown.  Through the sheer cloth of the
panties, Billy could see the dark hair around Tiff's snatch.  One breast
was covered by her long, free hair, but the other was clearly visible
through the taunt gauze of the top.  "You two look a sight," she said, and
went to put music on.  Billy's pecker turned once more into a boner.
 	"I don't have something for you to put on, so I guess you'll have
to undress.  Billy, I want you to strip to your underpants.  Samantha, you
peel to your panties and bra. "
	Samantha looked confused.  "Where, Miss, uh Tiff?" she said,
looking at Billy.
	"Why right here, silly.  Lay your dress and slip on the end table
and put your shoes and socks under it.  Billy, you put yours across the
magazine rack.  Now let's go, students.  We're wasting time. "
	Samantha nodded, leaned down and began to remove her shoes.  Billy
felt his prick seem to get even harder as the class prude began to strip,
right in front of him.
	As the girl removed her shoes, Tiff sat next to her and appeared to
undo the buttons on Samantha's dress.  "Sam, you need to think about what
you wear.  This is going to take forever," Tiff said, and Billy could see
her quickly kiss the girl between the shoulder blades.
	Billy's shoes and socks were off the same time Sam's were.
Normally he wore a pull over shirt, but today he had on a buttoned shirt
and an undershirt.  He took both off and laid them on the rack, like Tiff
had told him.  Sam's dress was off and she was now standing up, wearing a
slip.  Billy could see another set of straps on her thin, white shoulders.
Sam seemed to hesitate, and Tiff smiled at her and nodded, gesturing for
Billy to remove his jeans.
	Sam gathered up her slip and began to ease it up over her young,
developing body, while Billy opened his jeans and pulled them down.  As he
did, his eager dick stuck its head out of his underwear's slit.
	"Well, somebody wants to come out and play, " Tiff giggled and went
over and grasped it with her hand and gave it one or two gentle rubs.  She
turned back to Sam.  "Sam, dear.  Come over here and meet Billy's dong.  I
know you'll like it."
	Billy could hardly believe it, but the class prude, wearing nothing
but a white cotton bra and pink cotton panties walked over and gingerly
touched his cock.  A rush of pleasure shot through Billy at this totally
unexpected touch.
	"Look, Sam.  That's precum.  Wonderful. "  Their teacher knelt down
in front of Billy and licked off the drop with her tongue.
	Billy almost didn't know what to do, with Sam's small hand around
his hard rod and his teacher's expert tongue flicking its head.  He took a
chance.  Sam was right next to him, and he reached out and slid his hand
rapidly up her calf until it touched her cotton covered cunt.  He looked at
her as he did so, and a slight smile parted her red lips.  They looked
kissable, so Billy tried that, keeping his mouth closed.  He was surprised
to feel Sam's tongue on his lips at once, so he opened his mouth to receive
a small, darting, active, obviously experienced playmate.
	Hey, this is great, and kissed her back the same way.  His hand
continued to rub along the smooth cloth, her hand caressed his smooth love
pole, while Tiff licked the red tip.  Then he felt the tongue stop.  "You
two go lie on the couch and get comfortable," Tiff said and they dutifully
obeyed their teacher.
	Once they were lying facing each other, Tiff sat easily beside
them, and kissed Billy.  He could feel Tiff's arm moving across his chest,
but that was it, but Sam once more grasped his protruding rod.  Tiff raised
her lips from Billy.  "Billy, you need to check out Sam's titties.  I think
you'll like them as much as you do her cunny.  Don't you think so, Sam?"
	"Well you like them, Tiff.  Now that I have something up there."
	"You have enough. "  Tiff sat back and Billy took the hint, resting
his hand on the cotton cloth of the bra.  He could barely feel a mound, but
Sam smiled at him.  He rubbed a few seconds than reached back with one
hand.  Three weeks ago he would have fumbled and pulled and twisted, but
now his hand made quick work of the two hooks, and he drew it from the tiny
breasts of the class prude.
	They were tiny swellings on the pale white skin, with a brown
aortae much larger than the breast buds themselves.  "Be gentle with them,
Billy," Tiff said.  "They are buds, not tits like I have."
	Then he was checking them out, and, small as they were, he found
them fun and exciting.  He found it even more exciting when Sam moaned, put
her hands inside his shorts, and began to draw them down.  "Oh, Billy.
That's so nice.  Now my pussy, okay Billy?  Play with my pussy. "
	So he slipped his hands inside her panties, and eased them down as
he came to her young pussy.  Unlike Tiff's, he could feel no thick, coarse
hair, but seemed all smooth skin, though the outer lips were moist.  He ran
his finger up and down her crack and came back to her clit.  He massaged it
between his finger and thumb, and she said, "Oh, yes, Billy," and pulled
off her cotton panties with her own hands.  All the while he continued to
kiss, lick and suck on her little buds.
	Then Sam stopped saying anything and Billy paused for a second to
see that Sam's young face was buried between Tiff's legs, and Tiff was
stroking the back of the girl's head with one hand, while beating her back
with a pigtail with the other.  Tiff's thighs were slowly moving back and
forth and her baby doll bottoms were about her knees.
	"Okay, kids.  Time for next lesson," Tiff said and let her bottom
drop to the floor.  "To the bedroom. "  With that she gently tugged her
young students off the couch and marched them to the bed room, her left
hand playing with Sam's baby titties and her right playing with Billy's
nipple, which now seemed about as big as Sam's.  In the bedroom, she threw
herself down on the wide bed and patted a place on either side of her for
what Billy was sure were her star pupils.
	As soon as the three were lying on the bed, Tiff kissed Sam and
then Billy, while her hands caressed baby pussy and cock.  Billy reached
out and ran his fingers through his teacher's luxurious snatch, and he
could see Sam's hand under the sheer cloth of the baby doll top, stroking
the firm, full breast and the erect nipple.  Tiff exhaled deeply.
	"Sam, I'm going to show you how to suck dick.  Watch carefully,
now.  And Billy, let me know before you blow your wad, you understand?"
	Billy was puzzled.  "Why, Tiff?"
	Tiff ran her tongue tip and then her lips along the head of his
eager cock.  "Because this is a lesson and I'm your teacher," she said, and
took his little boy cock and balls full in her mouth.  For a moment, he
thought he was going to shoot right then, but he didn't.
	"Wow", said Sam, and her hands went to work on Tiff's breasts and
ass.  Billy lay back while Tiff worked on his cock, swallowing it, licking
it, gently biting it.  As he did he looked at Sam's young pussy.  It was
smooth, but he could see beads of moisture on the lips and at the very top,
a small patch of fine light colored hair, the beginnings of her pussy
grove.  Stretching slightly, he got his tongue so he could lick along the
virginal lips.  "Wow," said Sam.
	Then Billy felt a big surge in his young cock and balls.  "Tiff,
I'm about to cum," he squealed, his voice breaking in anticipation.  Tiff
immediately took her mouth from his surging cock, wrapped a hand around it
and began to rapidly jerk him off.  He stopped licking Sam and looked, just
as he spurted, high and hard the first time.  His cum stream crashed into
Tiff's face, splashing on her nose and cheeks.  He felt her twist his cock
as the second rush came, and thick white cum covered her breasts and the
valley between them.
	She smiled and sat up as his third youthful flood fountained into
the air and landed on his bare chest.  "Oh, good.  Lots of it, "Tiff said.
"Okay, Sam, see what Billy's cum is like.  Let's clean off his chest," and
at once she began to lick Billy's spume covered hairless chest.  Sam
hesitated for a moment and then joined her, so Billy could see two heads
and feel two tongues as he lay back and laughed, it felt so good.
	The Tiff lay on her back, with cum still covering breasts, cheeks,
nose and mouth.  "Okay, Billy, help Sam clean me up. "
	"Tiff, that's my cum," he wailed.
	"Of course.  You made the mess, so you have to help clean up.
Besides, then you'll be just like Sam."
	"How's that, Tiff?"
	"You'll know what cum tastes like before you suck cock the first
time.  So you'll be able to do it right the very first time.  You going to
worry about Billy cumming in your mouth, Sam dear?"
	The girl licked a drop of cum off the side of her sweet mouth.
"No, Tiff.  It'll be fun.  Come on, Billy.  You taste good."  So Billy, his
head filled with the idea of sucking cock himself, tasted his own gissum
and found it sweet, with a trace of salt.
	So the two children licked Billy's cum off the breasts and face of
Tiffany Williams, their teacher.
	"So when do I get to suck Billy off, Tiff," Sam said as the three
lay back on the big bed and looked up at the mirror above them, displaying
their nude bodies.
	Tiff reached over and gently fingered Sam's virginal pussy lips.
At the same time, she reached over and squeezed Billy's ball sack.  He was
glad that her fingers now met with a trace of pubic hair.  "Oh, I think we
should let him fuck both of us first, Sam.  Then his cock will have juices
from your pussy and mine.  And I think that your sweet slit is ready for
Billy's slitter."
	Billy realized what Tiff meant and rolled across her even as she
made room for him next to Sam, who laughed and reached for his eager
pecker.  Billy kissed her, played with her baby tits and stroked her bare
pussy while Tiff played with his ass, even gently probing his ass with one
of her fingers.  He noticed that Sam was breathing hard and her cheeks were
flushed when he rolled on top of her as she raised her knees to receive
him.  He guided himself to her hairless cunt and entered into her baby love
tunnel only to find what seemed a block.
	"Tiff," I can't get it in but a bit. "
	"That's her hymen.  Her cherry.  You need to push.  It might hurt
Sam just a bit for a moment, but better fast and hard than bouncing off it
for nothing."  Out of the corner of Billy's eye he saw Tiff kiss Sam's
small but erect nipple.
	So Billy gave one hard jab with his love rod and felt the
resistance cease and he slid his cock all the way up to his small bouncing
balls as Sam gave a sharp cry and then pushed her cunny up to Billy.
	Billy drew back and slid in again and Sam smiled at him as Tiff
worked on the the eager little girl's breast buds.  Soon Sam was moaning
and between the moans, in motion with her hips and Billy's pecker breathing
"Fuck me, suck me.  Suck me, fuck me.  Oh, Tiff eat my nips.  Oh, Billy
fill my slit.  Oh, I'm about to.  I'm about to."  And Billy remembered his
lesson from dear Miss Williams and increased the speed of his stroking to
match the breathing of Sam until she screamed and he shot again, filling
her love slit with his hot, young cum.  Then he collapsed onto her hot,
writhing young body.
	They lay there for a few moments, then, Billy rolled off, his young
dick still half hard.  He saw a few drops of blood on the bed between Sam's
still spread legs.  Tiff must have too, because she shifted from the eager
girl's breast buds to her almost hairless but no longer virgin pussy.  She
covered the girl's love triangle with her head, but Billy was sure that
Tiff's tongue was in the little slit, tasting blood and cum.  Tiff's hand
reached out and began to stroke Billy's twice cummed prick and soon the
young dong became hard and strong again.
	As soon as Billy's eager young prick was hard, Tiff looked up from
Sam's hairless snatch and eased over to Billy, lowering her black haired
twat over his cock and easing it into her love tunnel. Billy reached up and
took each of Tiff's full, hard nippled breasts in his now experienced hand
and began to knead and stroke them.
	"What about me?" Sam moaned.
	Tiff, riding Billy's rod up and down by bouncing on her knees said,
"Sit on his face.  Let him eat you out some more while we kiss.  Face me."
	No sooner than Tiff said that, but Sam raised up, strattled Billy's
eager face and lowered her little twat to his lips.  Billy couldn't see
anything but Sam's thin ass, but he could taste her juices and thrust his
tongue deep into her slit even as he was sure the girl and the woman were
dueling deep inside each other's mouth with their tongues.  Then he moved
his tongue to play with her little clit, nowhere near as big as Tiff's, but
fine nonetheless.
	Under the pressure of Tiff's pussy, which tightened and loosened,
even as it rose and fell, he could already feel the tenseness before
cumming that he now knew so well.  Adding to the pressure was a series of
moans from Sam, as she squirmed under the ministrations of his tongue.
	He took his hands, put them under the cheeks of Sam's bouncing ass
and lifted her to say, "I'm about to cum, Tiff.  I'm about to cum!"  Then
he let Sam's flowing pussy meet his lips again.
	"So am I," his teacher said.  "I'm fucking you like mad!"
	"Me too, Billy.  Your tongue fucking is driving me wild!"
	"Oh, shit," mumbled Billy, his face full of twelve year old pussy.
	"Oh, God," moaned Tiffany, and shook.
	"Oh, Jesus," screamed Sam and acted like she was trying to smother
Billy with her cunt.
	And the three of them collapsed into each other's arms.
	They lay without moving, without talking for several minutes.  Then
Sam raised her head.  Billy knew she was looking at his still limp cock.
	"It looks like a piece of cold spaghetti," she giggled.  "That's
one thing about girls.  Our pussies are always ready."
	"Well, it'll get hard soon," Billy said.  But he really wasn't
sure.  Here he was lying between two naked females, one fully developed and
experienced, the other still not really a woman in every sense, but eager
and his boner was boneless.
	"Sam, if you start sucking on Billy's pecker, it will be a love rod
soon enough," Tiff instructed, and Billy saw his teacher's hand begin to
stroke the girl's hairless pussy lips.  Sam squirmed under the touch and
Billy reached for the hairy, mature snatch of his favorite teacher.
	"You mean I can finally blow Billy?" Sam said and shifted her body
so her mouth could reach his dong.
	"I think it's time.  But don't take it in your mouth from the very
beginning.  Start by licking it, kissing it.  See what it will do."
	Billy continued to touch Tiff's pussy, his boy finger slipping
inside her steaming quim lips as Sam's young lips began to touch his prick.
He felt a few twitches of his peter as she kissed down the wet noodle to
his balls, which she took in her mouth.  Looking to the side, Billy could
see Tiff was finger fucking Sam just like he was fingering Tiff.
	"Oh, look, Billy's getting hard again," Sam said as she took her
mouth of his rocks and began to lick her way back up to his head.  He
looked down and saw Sam's head, surrounded by her pig tails as she licked
his cock head.  Then Tiff squirmed closer to him and he changed finger for
tongue, lapping up the adult pussy juice as Tiff began to suck on Sam's
cunt.  Billy felt Sam's lips close around his now rising cock, and felt her
tongue searching it out, too.
	He took his mouth from Tiff's love tunnel just long enough to say,
"Sam, you are really good.  Sure you haven't done this before."  His dick
could feel her shake her head.  Then he buried his face back in Tiff's
furry cunt, marveling at the difference between the taste and feel of
Tiff's mature pussy and Sam's childlike one..  But there was nothing
childlike about the suction and tongue work of the girl he had thought to
be such a prude.
	Sam continued to work his cock, now sucking and licking it inside
her mouth, now tonguing the tip and working up and down his very rigid
shaft, kissing and licking his balls.  She even went behind his balls,
working towards his ass.  It was then he felt his hot cum begin to rise
again and he lifted his face from Tiff's twat to cry, "Sam.  You're
bringing me off.  I'm about to cum."  He half expected the neophyte to stay
away from the prick head that would jet his spume, but instead she
instantly took his throbbing cock in her precious little mouth, just as his
dong throbbed and spurted for the fourth time.
	Even as he came and came, he felt Tiff push his face down and raise
her pussy up and he knew that his teacher was once more shuttering in a
massive orgasm caused by his thirteen year old lips and tongue.
	When he finished cumming, Sam took her mouth from his dick and
moved up to his face, which lay on the pillow.  She kissed him and as she
opened her mouth and thrust her tongue into his, he tasted his own cum
enter.  It wasn't bad.
	The whole thing wasn't bad, he thought a little later as he and Sam
left Tiff's house.
	"We're going to have to pretend that this never happened," Sam
said.  "At least around school."
	Billy nodded.  "Sure, you stuck up little prude," he said,
laughing.
	"Yeah, you stupid jerk, " she responded.  "Day after tomorrow my
folks won't he home until about 5:30.  You want to come and put your stick
up me?"
	Billy laughed.  "Yeah.  I'll bring a flashlight and explore your
love cave,"
	"Great," Sam said.  "I hope you can come often. "
	"At least four times," Billy said.

The End