I never would have taken the art appreciation class if
my friends hadn’t convinced me that it was a snap. “Hey,
it’s Art in the Dark, man. All you do is watch a bunch
of bogus slides in the dark.” Cool, I thought.

I picked a seat in the last row. It was dark, farthest
from the prof and closest to the door. The professor, an
older woman in her 40’s, introduced herself as Professor
Hornsby. “She looks it,” I thought watching her in that
cold gray business suit and librarian glasses. She gave
out a study list of the slides before class. I figured I
could use the class time to catch up on sleep then look
up the pictures later in the library.

By the second class a girl started sitting next to me.
Out of the whole auditorium, she has to sit next to me,
the only person in the back row. All I wanted to do was
get some Z’s. At first I was pissed, but I soon got used
to her being there. We hardly ever talked except maybe
to say hi. I never did find out her name.

During one class, my pencil rolled off the little flip
up desk and landed on the floor in front of her. I
leaned over to get it and had my face almost against her
knees. If it hadn’t been so dark in there I probably
could have had a nice view under her skirt. I found the
pencil and when I sat back I looked over at her for some
sort of sign, but she ignored me.

I started sitting with my legs apart, crowding into her
space, I guess to annoy her into moving, but when our
knees touched, she never pulled away. I scratched my
knee and let my hand rest on her leg. She pushed her leg
against mine more firmly. At the risk of embarrassing
myself, I boldly rested my hand on the inside of her
knee. She didn’t move away.

Encouraged, I moved my hand up her bare thigh until I
had no further to go. She slid forward in the seat to
give me better access up through the leg of her baggy
shorts.

Heart in mouth, my hand soon felt the warmth radiating
from her pussy way before actually touching it. I ran my
fingers over her panties feeling the soft mound
underneath. They were already getting damp from my
touch. I slid a finger under the leg band to feel her
warm slick pussy. She had a small tuft of pubic hair
above her clit, but her pussy lips were cleanly shaved.

I worked my finger the length of her slit, slowly and
gently. She began to move against my hand. I looked at
her beautiful face, but she looked straight ahead at the
screen, aglow with the image of some ancient Greek with
a fig-leaf pecker. She had little expression other than
slightly closing her eyes as I would touch her clit.

*

It became a regular ritual. Every class I would find
some excuse to touch her leg, work my way up and end up
finger-fucking her to a quiet, almost imperceptible
orgasm. Several times I took her hand and rested it on
my bobbing, frustrated cock. She always pull her hand
back, clearly not interested in it.

Sometimes I sat there thinking “Fuck you, bitch. If you
aren’t going to do me, then I’m not doing you anymore.”
That would last about 5 minutes and my hand would worm
its way towards her sweet warm pussy. My dick would go
untouched for another class. What the hell. I was having
a good time.

Later, I would go back to the dorm and jerk off
furiously to relieve the tension while thinking about
her wet slit and how it would feel to slip my dick into
it. The frustration was worth it.

Once we had started this little game, we did it every
class until the mid-term exam. Which probably explains
why I didn’t do well on the mid-term. The easiest class
in the whole college and I almost flunked the damn
thing. I stared at all the slides as I fingered my
little classmate’s pussy, but I never heard one word the
prof said. I didn’t know what I was looking at. On the
other hand, the nearly anonymous pussy was taking it all
in and not just my fingers. She ended up with an A.

The prof spent one whole class reviewing all the slides
that had been on the exam and going over the answers. I
know I should have been writing them all down. Some of
them would probably be on the final. Instead… well, I
had my middle finger up to the second knuckle in a pink
delicious pussy.

“Mr. Jordan?” Professor Hornsby asked. The little
answering yelp was not mine but my little friend’s.
Hearing my name, I instinctively pulled my hand free of
the girl’s wet panties. I got caught in the leg opening
and gave her a painful pussy wedgie.

“Uh… here. I mean, yes?”

“See me after class, please.”

“What the hell does that old bat want?” I looked over at
the girl, “Look, I’m sorry,” I said shrugging. She
responded only with a scowl, then gathered up her books
and left without a word.

When the lights came up, I reluctantly walked down to
the podium and introduced myself. Prof. Hornsby picked
up her notes and motioned for me to follow her out the
back door to the faculty offices.

Walking behind her I realized that someone seeing her
only from the back could mistake that small waist, firm
ass and long red hair for a much younger woman.
Especially someone who has been playing stink-finger for
almost an hour with the blue balls and woody to prove
it.

She unlocked her office door and motioned for me to go
inside and sit. I flopped down on the dark leather couch
that dominated her small office. I wondered why she was
picking on me. Lots of other people had bombed the exam.

“Mr. Jordan,” she looked at me with cold but beautiful
clear blue eyes. “You have not been paying much
attention in class and your test grade shows it. I know
what you have been doing.”

“What do you mean?” I croaked.

“I’m not stupid, Mr. Jordan, and I’m not blind,” she
said sitting down beside me on the leather couch. She
reached over to take my wrist and pulled my fingers to
her nose to smell them.

I was embarrassed, but very excited by this. Her tongue
darted out to dance on the tips of my fingers which only
minutes before had been in a strange young girl’s pussy.

“Look, Professor Hornsby…”

“Elizabeth.”

“OK, Elizabeth. I’ll really try to work harder.”

“Of course you will. You can start by working harder on
this.” She leaned back against the arm of the couch and
guided my hand up her skirt. Inches from her crotch, she
let go to allow me to explore on my own. Once satisfied
that I wasn’t going to freak, she hiked up her skirt and
removed her panties.

It was an incredible sight. She had a tangled red bush
of the finest, softest hair I had ever touched on any
part of any body. It parted easily in my fingers
allowing me to explore the length of her slit. Even her
lips were a bright red that blended into the pink inner
folds of her pussy. The alabaster starkness of her skin
made the color more intense. It was the most beautiful
pussy I had ever seen in my young life. I was eager to
explore more.

I gently pushed one finger into her wet hole. It was
tight but yielded just enough to engulf my finger. I
could feel the gentle grip of her vaginal walls holding
my finger inside while I softly massaged her clit with
my thumb.

Elizabeth threw her head back on the arm rest and moaned
in sync with each movement of my thumb over her clit. I
inserted my middle finger and felt that talented pussy
yield once again just enough to admit the second finger,
then close snugly around them both.

I’d already had an hour of finger-fucking with my
classmate. It was time for something more for me. I
leaned down to kiss and tongue her large, firm clit. I
worked my two fingers in and out of her hole while
tasting her delicious musky juices. She held my head in
her hands and began to guide me around her pussy to work
on the areas that obviously gave her the most pleasure.
When I would do something she liked she would hold my
head still.

I reached up to hold her tits and discovered she had
unbuttoned her blouse and freed them from her bra. I
couldn’t see them with my face buried deep in her twat,
but I could feel their creamy softness. They were quite
large and fell to the side when I released them.

“Fuck me…” she hesitated, not being familiar with my
first name.

“Uh… Rick.”

“Fuck me now, Rick.”

I knelt in front of her and wiped my face on my sleeve.
Her cum was literally dripping off my chin. She quickly
pulled off her skirt and scooted her ass toward me so
that she was flat on the couch with her pure white legs
spread wide.

I have never seen anyone with skin so perfect and so
white it was almost translucent. Her breasts were huge
and capped with large aureole so delicately pink that
they almost disappeared against the surrounding skin.
The nipples were small and not as prominent as other
women I had seen.

I pulled the head of my cock through her slit to wet it,
then slid it into her pussy. It was immediately clear
that stories my inexperienced friends had told me about
older women was completely wrong. Elizabeth’s pussy felt
resilient. She did not have the muscular tightness of
the young girls I was used to, but her pussy felt,
well…alive! It felt like it opened wider for the
larger cock head, then closed down on the slender shaft.
Hell, it felt like a very soft hand!

I guess young men like to go a little too fast for older
women. Elizabeth wrapped her legs around my ass and
squeezed to pull me in, then relaxed when she wanted me
to pull back out. I followed her lead clumsily at first,
but quickly got the hang of it until the rhythm was
automatic.

Once I got in the groove, the difference in her was
startling. About every 30 seconds she would begin to
shiver like she was very cold and her abdominal muscles
would clench into a peak that ran from her pussy to her
diaphragm. It scared me at first.

“Are you OK?”

“Orgasms,” she grunted. “Don’t stop. Don’t stop!”

OK, I’d heard of multiple orgasms for women. I might be
flunking art but I don’t think I’ll ever flunk sex.
However, this was ridiculous. She must have had 15 or 20
in a row, all the while timing my strokes for me with
her wrap-around legs.

I held out as long as I could, but watching this
gorgeous woman cum and cum over and over finally got to
me. I started pumping faster and faster. After awhile I
figured “Fuck her and that timing thing with the legs.”

“Cum on my tits,” she said and pulled me out on the next
backstroke. Instead of stroking pussy, the next stroke
got hand. She expertly stroked my cock with her hand
until I came hot and powerfully. Before she could get
control of the situation and aim my cock at her tits, I
came all over her face, in her hair and left a decent
load on the arm of the couch for good measure. I’m sure
she had done this plenty in her 40 some odd years, but
the volume of cum surprised both of us.

“Get me a fucking tissue,” she said laughing, her closed
eyes turned to two small pools of white cum.

I looked around and saw the box on her desk. I brought
it over and wiped the cum from her eyes. Before I could
wipe the rest of her face, she pulled me down and kissed
me passionately. I could taste my own cum in her mouth
as she slid her tongue in and out of mine. I finished
cleaning up the both of us with the flimsy tissues.

“I hope you learned your lesson, young man,” she said to
me jokingly.

“Yes ma’am. I definitely learned something here,” I said
smiling at her.

“From now on, you sit in the front row. No more back
rows.”

Yea, I thought, and no more finger-fucking my anonymous
friend. Bummer.

“Then after class you’re to report to me here in my
office and I will you tutor like I have just done until
you can’t walk.”

“But Professor Hornsby. What about art? My grade?”

“You already made the grade, my horny young friend. You
don’t know shit about art, but you sure know what I
like.”

She was right. I still don’t know shit about art, but I
know something about what older women like. Next
semester I’m going to take psychology. I’d like to
discuss my new attraction to older women with a
professional. The psych prof looked like she is about
45.