From: annd@pipeline.com (Ann Douglas)
Newsgroups: alt.sex.stories
Subject: Ann D. Repost:  THE PROFESSOR - FF
Date: 25 Aug 1994 20:07:23 -0400
Organization: rec.arts.erotica
Lines: 169
Message-ID: <33jbnr$8ti@pipe1.pipeline.com>
NNTP-Posting-Host: pipe1.pipeline.com

	Hi  ......  As always, comments are both appreciated and
encouraged.  Tell me what you liked about the story and what
you disliked. Don't just say , "nice story"  or "it stunk"   I 
only
ask that you reply by e-mail instead of postings, that way I'm
sure to get your reaction.  Any and all email will always be
answered.
                                                                
           Thanks,
	                                                               
   Ann D.
			THE PROFESSOR	

	Carol had been Jill's history professor for the last two
semesters.  A lovely lady in her fifties, she was a good 
teacher,
kind and patient.  She had encouraged Jill at every turn and 
had
helped her get an appointment as a student-teacher.    It was 
no
surprise that they'd become quit close despite the difference 
in
their ages.
	The professor couldn't help but be concerned about the
abrupt change in Jill following her break up with her 
boyfriend. 
She cried all the time, couldn't eat or sleep and her studies 
were
showing the results.  A second bad evaluation such as the one
she held in her hand would see Jill out of the student-teacher
program.
	A knock on the door of her office told Carol that Jill had
gotten the message she had left at her dorm.  Sliding the 
report
into the top draw, she pressed the small button at the side of 
her
desk, unlocking the door.  As Jill entered, Carol took stock of
the younger woman, cursing the bastard who had caused her
deterioration.
	Jill stood five four and normally weighed about one ten,
it was obvious she had loss weight in the last month.  Her
beautiful blonde hair was tied back in a pony tail instead of
flowing free as she always liked it.  Her eyes were red, it was
clear she had been crying again.
	"I'm sorry I'm late, " She stammered.  "I lost track of the 
time."
	"That's ok,"  Carol replied.  "I'm just glad you showed
up at all.  "You missed our previous two appointments."
	"I'm sorry,"  Jill replied. "I've been going through such a
hard time lately and I......."
	With that Jill once again burst into tears.  Carol quickly
moved to her feet and eased the girl to the large padded sofa 
on
the side of the office.  Making soft sounds she let her cry on 
her
shoulder, happy that Jill was finally letting go.  Her arms
comforted her and through her sobs she unburdened herself.  
Jill
went on for almost a hour, revealing every hurt and emptiness
within her.  Carol listened patiently, assuring her that 
everything
was going to be better.
	"Are you willing to take my advise?"  Carol said.  "No
questions asked?"
	Jill nodded and blew her nose in the handkerchief Carol
had given her.  
 	"Very well. Take off your clothes."
	Surprised, Jill stopped wiping her tears and looked at
the older woman.  She was at a loss for words.
	"The only way to forget the pain of losing a lover is to
find another.  I'll help you ease the pain," She explained.
	For some reason, t made perfect sense.  Even tough Jill
mad never been with another woman, this seemed a sensible
solution.  If she simply hopped in to bed of another guy, it
would just be sex and right now she needed something more
than yet.  The friendship and caring she craved already existed
between Carol and her.
	Without another word, she rose and began taking off
her clothes.  Carol checked the door and when she turned
around, Jill could see the point of  her nipples in her 
sweater.
	"Just relax," She said in a voice just a bit husky.
	By the time Jill was down to her underclothes, Carol
had taken over.  She kissed her mouth lightly and then worked
her way down to her neck.  Reaching behind her she unhooked
Jill's bra and pulled it off her shoulders, freeing her small
breasts.  Her hands covered them and she made little circles
with her tongue around her breasts, squeezing the nipples up
into her mouth.
	In spite of Jill's nervousness, she responded quickly. 
Her pussy felt delightfully moist and she moaned softly.
	"See," Carol whispered as she took another nipple into
her mouth.  "I told you it would all be allright."
	Carol slid her hands inside Jill's panties and cupped her
mound.  A finger worked it way between her lips and was
immediately covered with juice.  Jill found Carol's hands and
mouth were in a way more thrilling than her boyfriends had ever
been.  Carol seemed to sense exactly what she needed. 
Moaning loudly, Jill felt her body pulling at Carol's exploring
fingers.
	Kneeling on the floor at her feet, Carol pulled Jill's
panties down her legs slowly. She kissed her belly, dipping her
tongue into her navel and then swirled it into the bush 
beneath.  
	"You smell lovely," She said as she inhaled deeply.
	Jill's legs were weak and trembling.  Her nipples ached
for her hands again and she thrust her pelvis toward her.  With 
a
knowing smile, the professor coaxed her thighs  apart.
	"I can't wait to taste you."  Carol murmured  as her
fingers spread the girls lips.
	She gazed at the pink and wet opening, licking her lips
hungrily.  Jill could see her clit erect and throbbing.  As 
Carol
lowered her face to Jill's pussy, she stuck her tongue out.  
Jill
barely felt it at first as the point  moved up and down her
opening, tasting her nectar.  As Carol grew more and more
excited, she drove it deep inside, pulled it out again and
wrapped it around the clit.  Again and again she repeated the
process until Jill was on the brink of ecstasy.
	Finally she brought her hands into play, stroking the clit
with her thumb and teasing her anus with fingertips from her
other hand.  In seconds, Jill was grinding her body against her
face, shuddering through her first orgasm in a month.
	The professor brought her down as slowly as she had
taken her up.  When Jill opened her eyes, she couldn't believe
what she was seeing.  Here was this lovely lady, still wearing 
a
three piece suit.  As usual, not a hair was out place but her 
face
was covered with her juices.
	"I think one of us is overdressed."  Jill said with a
satisfied smile.
	The professor returned the smile and unbuttoned her
suit.  Her blouse quickly joined her jacket  on the floor and 
as
she unhooked her bra, Jill was amazed at their size.  The heavy
bra and multiple layers of clothing Carol always wore in class
and at official functions had concealed a 38dd chest.  Carol
sighed with relief as they jumped free.  Some signs of age were
evident but it was obvious that Carol spent a lop of time
keeping her shape.  Kneading her breasts with both hands, she
squeezed the large nipples and smiled.  Her hands slid
downward and off came the skirt and slip.  Finally only the
panties remained and in a quick motion they too were gone.  To
Jill's astonishment,  Carol's pussy was as bare as a teenagers.
	"I could touch up the gray in my hair," Carol said as she
noticed Jill's gaze.  "But down there it easier just to keep it
bare.  Besides, I've always loved the way it feels."
	Kicking the pile of clothes behind her, Carol stuck a
pose before the couch Jill still sat on.  
	"What do you think,  not bad for a old lady?"
	In response, Jill rose and hugged her.  With all the
passion she could muster, she kissed Carol.  Her tongue slipped
past Carol's lips as she ran her hands down Carol's back and
cupped the mounds of her ass.
	"I think you are beautiful."  She said as she broke the
kiss.  "I wish I had a body half as beautiful as yours."
	"Now that we have you back on track, we'll have to
spend a lot of late nights to get your grades back up."  Carol
said as she brushed Jill's long blonde hair out of the  
pony-tail.
	"If this is the incentive I'll be getting," Jill said beaming,
"I'll have them back up in no time."
	"Well we can worry about that tomorrow, right now I
think you're ready for a second lesson."  
	Having said that, Carol led Jill back to the sofa.