I was an outcast at school. I had just moved to South-
ern California from Kansas and there I was a “gifted”
sixteen year old senior, with no friends and no life.
I didn’t think anyone could help me, that was, until I
met Ms. Payne.
Ms. Payne was a young physics teacher who was fresh
out of college. Her ability to teach quickly and ef-
fectively without losing people kept the attention of
many of the students. But for me it meant something
even more special since she was able to catch my
attention in more than one way.
I know a lot of students have had crushes on teachers
but none could have been as evident as mine. Every time
she would look my way I would always seem to be staring
at her pale, ivory skin and the way her sparkling blue
eyes set off her firey red hair.
Since I already knew what she was saying about the
subject, on some occasions I would just sit in her
presence and write poetry about her in class while
noticing the way her breasts would lightly jiggle
whenever she would walk down one of the aisles in the
There were times when I thought she noticed me but
nicely ignored what I was writing while she walked
around the classroom.
Ms. Payne always dressed nicely but not quite as con-
servatively as most of the other female teachers.
Luckily, our school’s superintendent was a very open
minded individual. Everyday she would wear a white
blouse and a colored bra or bustier to set it off. Her
skirt sank just below her knees and fit the school’s
limitations just by a hair.
Many of the girls in class hated her for it and since
it was the last period of my day I would relish in the
fact that I would see her. I was still her brightest
student and since I had nothing else to do or anywhere
else to go I would often stay behind after school to
help her and then talk to her.
She seemed fascinated by my “gift” and she often asked
me questions like “Do I ever get lonely?” or, “Why is
it so hard for you to adjust?” And I kept telling her
the answer was simple: Everyone else sees my gift as a
threat to their ego. I have never exploited my supposed
“gift” because I knew what it was like to have other
people constantly bringing me down but still, others
have always done it to me without hesitation. The rest
of the time we talked about science, mostly chemistry.
Even though she wasn’t my chemistry teacher she knew a
great deal about the subject and I guess talking to
someone on an intelligent level about the subject was
what kept her interested in me. She tried to get me to
go to school functions and even offered to dance with
me if I ever went.
I can honestly say that I loved that woman. Not just
because she was beautiful, but because she always saw
the best in me and tried to help me.
My parents sent me to live in California because we had
a poor school system where I lived in Kansas and they
felt my chances were better in California with my uncle
The two of them were executives who lived for their
clients and never had time to deal with the insignifi0
cant problems of their nephew when the Nabisco and
Kellogg’s companies (and just about every other
client’s) logistics reports were due.
So Ms. Payne was the only real friend I had in Cali-
fornia. And one day she showed me just how much I meant
It was the day after Valentine’s Day. Friday was here,
school was almost over for the day and I was watching
Ms. Payne explain to the class, the nature and reason-
ing behind the laws of motion and what they meant. She
was wearing a bright red bra under her blouse. It com-
pletely gave away every movement here breasts made as
she walked, talked, and moved.
The bell rang and most of the students left with a
speed that would have made Isaac Newton’s head spin.
Ms. Payne called me over as I was leaving and asked me
to help her tutor a student that was coming in at four.
It wasn’t an unusual request, she had asked me many
times before to tutor football players and other kids
who otherwise treated me like dirt. I didn’t bother
asking who it was but told her I would be there.
I went home and left a note on the television telling
my Aunt I would be staying late after school again.
Since the last note still hadn’t been removed I assumed
they pulled another all-nighter at the office and pro-
bably wouldn’t be back until the weekend was over.
My Aunt and Uncle always thought I could take care of
myself like a plant or a robot. They were never really
concerned where I was, how long I was gone, or what
happened to me unless it exclusively involved one of
I went back to school wondering who I was going to be
tutoring this time. The football players had an away-
game so it couldn’t be one of them and I couldn’t
think of anyone else who needed my help.
When I got to the school almost all of the faculty
except for one or two teachers who were in the middle
of leaving, were gone. I went to the science wing,
enjoying the emptiness and solitude the hallways had
left me. I found myself praying whoever I was tutoring
would be an easy case so I could get through with it
quickly. The less time I had to spend tutoring, the
more time I could spend just talking with Ms. Payne.
I entered the classroom and to my surprise one of the
cheerleaders was there. Her name was Rebecca Moore. She
was one of the taller girls from the cheerleading
squad. I know because I had to casually stare up to her
height of 5’11.
She had a trim figure, which was clearly shown in her
tight shorts. She didn’t like to wear normal shorts.
She loved wearing the type that came up to her inner
thigh. I remember spending a great deal of time in my
history class watching her legs as she would shake
them about in boredom while Mr. Andorra would talk.
Once she teasingly opened her legs to me while I was
watching her just to see how I would respond.
My red face said it all — and since then I hadn’t
really been able to look at her without turning red.
Again, I was lightly embarrassed when I heard a voice
from the other side of the room. “Have you stared at
every girl in this school Mr. Wright?” I looked over
only to see Ms. Payne bent over picking up a piece of
chalk she had dropped from the board.
I casually turned my head away but my eyes stayed glued
to her rear. Her skirt rose lightly, just enough so I
could see that she was wearing a set of bright red
panties that matched her bra. She also had on a set of
black stockings that I had not noticed earlier. They
covered her skin, sticking close to every fiber of her
“Would you close the door so we can begin tutoring
Rebecca Mr. Wright?”
With that I went to move for the door only to have
Rebecca close it for me. “She asked me to do it…”
Rebecca said with a coy smile on her face.
“I thought I was here to tutor a student?” I asked Ms.
Payne a little stunned but curious.
But she only replied, “I asked you to come here to help
me tutor a student. I never mentioned who the student
was and how they were to be tutored…” With that she
grabbed my hand and forced it onto her blouse.
My hand strated to instinctively grab her more firmly.
She closed her eyes and moaned lightly as I touched
“To know what I know in my heart is wrong, to love a
creature so beautiful, to dream of touching skin so
fair, it must be a sin. To love you comes natural to
my mind and merely the thought of you excites my body.
But I know you can never love me as I love you that’s
why I leave you only this simple rose. When you touch
it, think of me touching you and if you hold it close
to your heart you will know me and know why I can’t
reveal myself to you…” she recited as I held her
“Yesterday, you left me a white rose and took a piece
of my heart. Only a pure heart could say and do the
things you have done to me. That is why I’m going to
reward you Mr. Wright,” she said in a cool voice as she
removed my hand.
I still couldn’t believe she let me touch her. At the
mere touch of her breast my cock was standing on end
but when her hand touched mine the throbbing sent me
sweating. I thought that was the end of my reward.
Ms. Payne looked at me in my almost panicking state,
took me into her arms and kissed me. As her lips
touched mine my eyes instinctively closed and I was
left feeling her breath as it went through my body.
I put my arms around her thin waist and pulled her
closer to me.
She backed off a little telling me, “You’re a much
better kisser than I thought you’d be but I see I’m
starting to have a problem with my manners.”
I flashed her a confused gaze and she used her hand to
signal to Rebecca. “Becky, I was meaning to share him
with you. You may do with him only what I tell you.
Now get undressed!”
Ms. Payne ordered in a stern voice I had never heard
before. Becky was only wearing a red tank top and some
“Daisy Dukes” style shorts. Until Ms. Payne said any-
thing Rebecca had stood there motionless.
With Ms. Payne’s order, Rebecca nodded and started
removing her clothes. She removed her top to reveal
her braless breasts. I could feel my pants becoming
constricted when I saw her tits. She noticed the way
my eyes widened and came over in front of me.
She started jiggling them in my face, wrapping her
hands around their firm, round bottoms. Becky’s breasts
were bigger than Ms. Paynes but not as well refined in
shape. Still, the sight of them sent my cock almost
through my pants.
“I see you’re gifted in this area as well,” Ms. Payne
replied rubbing her hand across my stiff cock “Becky,
give the young man some relief while I strip,” she
Becky pushed me back to one of the lab tables, forcing
me to sit down. Then she undid my pants. I thought
about stopping her, about stopping Ms. Payne but the
sensation I got from her hands touching me felt so
good. With each touch from Becky’s hands my body felt
a new sensation.
She got down on her knees and pulled my briefs under-
neath my balls, revealing my stiff five and 3/4-inch
cock. My cock stood fully rubbing up to my belly
button. It was so thick around she had a hard time
putting her mouth on it.
She wrapped one of her hands around the length of me
firmly, yanking up and down while her mouth bobbed up
and down on. She couldn’t force me in fully so she
sucked ss best as she could.
I moaned deeply, pushing her head on my cock, trying
to dig it deeper into her mouth. I opened my eyes and
I noticed Ms. Payne had dropped her skirt and was
undoing her blouse. She dropped it on the floor making
a small pile of her clothing and stood behind Rebecca.
She came over to me while Rebecca was sucking me off
and pulled off my shirt. She started rubbing her hands
along my chest when I started to feel a burning in my
balls. I started moaning loader and deeper not caring
who heard me in the school.
“He’s gonna cum! Get him up on the table!” she screamed
and with that she forced me down on the lab table. The
burning got hotter and hotter until I couldn’t handle
keeping the burning inside me any longer.
I screamed, and felt my cum as it stretched up the
length of my cock and out into Rebecca’s mouth.
Ms. Payne sat on top of me and watched Rebecca as she
drank my cum! She sat her pussy on my face and waited
expectantly. I pushed my hands onto her thighs and dug
my face into her crotch, trying to do what I had seen
in some of the porno’s my uncle left in his closet.
The smell of her pussy was strangely sweet, almost like
she had put something on it to enhance it’s scent. It
smelled like the frosting of a cake that had just come
out of a bakery. And its taste was even sweeter, I
stretched my tongue across her inner thigh licking it
slowly as my tongue made it’s way deeper into her
She hissed and cooed as my tongue stretched and bobbed
it’s way around and through her briefs. “OOOOhhhh God
Yes” she cooed “Becky, let’s get him hard again…”
Ms. Payne said.
I don’t know if it was because I was young or if it was
because I had stamina but I was already well along the
way to getting hard again.
Ms. Payne grabbed Rebecca’s waist while I was licking
her pussy. The two started kissing and touching each
other on top of me. I continued to lick her, getting
more excited as the two women’s tongues battled inside
of each other’s mouths.
Suddenly, I felt something surrounding my cock. Some-
thing HOT! I could feel Rebecca’s legs around my waist
and her hands forcing their way up my stomach. She put
her hands on Ms. Payne’s thighs and quickly worked them
up to her breasts. My fast hardening cock started forc-
ing it’s way inside her, digging deeply as my mouth
delved in and out of Ms. Payne’s pussy.
“OH MY GOOOOOOOOOOOD!” Ms. Payne cried out. With that
scream she started sending waves of cream onto my face.
Her sweet cum only served to make me lick and suck
faster. I dug my tongue in deeper, swirling it around
in her pussy, being careful to lick every inch of her
loosening pussy lips.
Rebecca started squeezing her tits going lightly at
first but rolling her hands around them. “How is this
mistress?” Rebecca asked in a subservient voice.
Speaking brokenly through moans and sighs Ms. Payne
only replied “You’re both… ahhhhhh, doing….uoooooh,
great… My god he can eat pussy!” And with that
another wave of her cream shot onto my sticky face. I
pulled my tongue out of her and started forcing it
against her clit, my fingers forcing her lips closed
and then open again.
Up until now I had resisted the urge to scream but the
way Rebecca was servicing my cock was just too much for
me… I let an inhuman roar of a scream signaling my
second and final orgasm for the day.
Ms. Payne released my head from her legs to let me see
the way Rebecca’s smeared lips were dripping my cum.
“Well, I see we have a lot to teach you about control.”
Ms. Payne said smiling.
It was the first of many days I spent in “studying”
with Ms. Payne and Rebecca after school. My high school
years were some of the fondest times of my life because
of those two.
After graduation I was accepted to Beloit with a full
scholarship and for a while I kept in touch with both
Becky and Ms. Payne. After every semester break that
came up I would go to visit my aunt and uncle in Cali-
fornia after spending some time with my parents in
Sadly though, I eventually lost touch with them.
Now that school is done with maybe I should make a
visit to California.