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Introduction:

She needed my help

I took latin for 3 years in high school. I was kind of a nerd or dweeb or whatever you want to call it. I wasn't really unpopular but I didn't play sports, I was kind of a class clown. I was on the quiz bowl team. At 17 I still hadn't had sex with a girl and I didn't have a clue how to ask a girl out. I was a chronic masturbator and I fantasized about everyone, school girls, neighbors and teachers. Getting back to latin, one of my favorite fantasies was about my latin teacher, Ms. Davis. She was very pretty, not the hottest woman in the world but very attractive to me. She was tallish, 5'9", and skinny. She had red hair and a pale complexion with pale blue eyes. I guessed her breasts to be a small B at the most and she had a small round ass. She alway wore skirts that showed off her calves to good advantage. They were well shaped and suggested that things might only get better as you moved up.

As I said, I took latin for three years. Latin, as you might imagine, was not the most popular course of study and by the time I was a third year, there were only 4 of us. I got to know Ms. Davis pretty well since we had to talk a lot and with fewer students each year, things were pretty informal. Ms. Davis knew I was a joker, but I did my work and contibuted to class discussions since I loved roman mythology and history. Unlike most of my other teachers, she seemed to enjoy having me in class and usually let my jokes go without comment.

One day in class, however, Ms. Davis practically tore my head off when I made a lame joke about Euripides. It probably wasn't as bad as it seemed, she said something like "If you can't take this class seriously then get out." I was totally taken by surprise and remained quiet for the rest of the class. The whole time I was wondering what I had done. She had never gotten mad at me like that before and in a rare moment of clarity for a kid my age, I realized that maybe it had nothing to do with me and more to do with her.

After class, I lingered until everyone else had gone and approached her desk. She stared down at our essays frowning. She looked unhappy and I was sure there was something going on. "Is everything ok, Ms. Davis?" I asked timidly. She looked up startled. She hadn't even realized I was still there. "Oh, Geoff," she said, "I'm sorry,.........ok?........Oh, yes, fine, I'm sorry about earlier."

I shrugged off her apology, I was no longer concerned about that. She had always been my favorite teacher and I hated to see her upset. "Really, you seem kind of distracted and unhappy, are you sure everything is ok?" I pressed.

She hesitated and said "Things could be better at home but I shouldn't really be talking about it with you."

I don't know what kept me going but I persisted. "Well, you've always been a great teacher for me. And you've always stood up for me when other teachers wouldn't have, I really appreciate that. I don't know what help I can be but, seriously, if you need someone to talk to or anything else......." I trailed off.

Ms. Davis smiled sadly at me and said what a wonderful young man I was. She seemed to cheer up a bit just from talking and we joked a bit about school and stuff like that. I left feeling good like maybe I had helped a little just by offering.

Over the next couple of weeks, however, I could see Ms. Davis having a tough time. I don't know if any of the other kids noticed but she seemed distracted and while she tried not to be negative she wasn't her usual self. I began talking to her after class every day just to make small talk. It was my lunch hour and I usually just had a coke anyway. She seemed to appreciate this and opened up to me a bit. She asked me a lot of questions about my love life and I had to confess that it was non existent. This shocked her and she said she couldn't believe that because I was just the kind of guy she would have been attracted to in high school. I appreciated that and since she was so easy to talk to I explained that I didn't know what to say around girls. She gave me the usual pointers about be yourself and stuff like that. I didn't care much about that but talking about me seemed to cheer her up some like maybe it helped take her mind off of her own problems.

One day in class, I could see she looked very tired and was struggling with class. I helped to lead the discussion since she seemed a little spaced out. After class I told her she looked tired and she agreed. She looked like she was about to cry and I could see her eyes were a little puffy as if she'd already done that quite a lot lately. She seemed to deflate and her shoulders sagged as she sat at her desk looking at random papers. I told her she could tell me anything, as a friend, not a student. I wasn't entirely sure I could handle it but I was worried about her. She looked at me and smiled again slightly.

She seemed to make a decision and started to speak but the words came out slow and haltingly. She and her husband had been trying to get pregnant for months now with no success. She was 38 and her husband 43 and were both feeling their biological clocks ticking. They had been to a fertility clinic where they found her husband to have a low sperm count. Apparently, there wasn't much they could do other than try to create optimal conditions and hope for the best. So far the best had not happened.

They had considered artificial insemination and other possibilities but her husband was adamantly against any such process. Ms. Davis believed he felt his manhood was threatened and this was making him extremely stubborn. Irrational as it was, he insisted that they would make a baby the way god intended. She was losing hope and they had argued terribly. She loved her husband but this whole situation was causing an incredible strain on their marriage. Wow! This was a lot for me to take in. I tried to give some helpful words of encouragement but this was well beyond any experience of mine and my words were pitiful. She seemed to appreciate this anyway and said that it was good just to talk about it with someone.

We sat for the entire lunch hour and talked quietly. To get her mind off her own problems we returned to my sorry love life. After hearing her story, I felt less self conscious and talked fairly openly about my fears and insecurities. I didn't know what to do and was afraid of looking like a fool. She seemed to understand this entirely and said this was pretty common and more than likely most of the boys and girls my age felt the same way.

The next day, she seemed to be in a better mood and I mentioned this after class. She told me she had a plan of sorts and we sat down at her desk. Her door to the hall was closed but not locked as rules dictated and she kept looking at it as she licked her lips nervously. There was another door behind her desk that led to a science lab that was never used. "I know this sounds crazy and I've no right to ask it of you......" she began. I started to explain that I would do anything and she cut me off gently. "Please, this is difficult and I'm terrified, I can't believe I'm even thinking this.... I think I have a solution to both our problems." I stared at her not understanding. "I want a baby and you are uncomfortable around women. I just don't believe that my husband and I will ever be able to conceive and I don't want to divorce him.......What if......" I leaned forward in my chair about to slip right on to the floor. "Well, I don't even know if you could be attracted to someone my age........but" I couldn't believe where this was leading. "Oh, god....." she was almost crying again "Do you think we could, you and I, do you think you could help me get pregnant and I would do anything. I would, I could tutor you, teach you how to be a lover?" It was asked so quietly I wasn't entirely sure I had heard her right. I was about to answer an excited yes anything for you, when she stopped me again. "This is a lot to ask and I'm terrified that I'm making the wrong decision. Don't answer me now, think about it over the weekend and let me know Monday. I'm asking you to give me your baby and never to talk about it. My husband could never know. That's a very big deal. We have to be sure you could handle it." I realized she was right. I couldn't wait to have sex, but a baby......I didn't have the first clue how I would feel about that.

The entire rest of the day I was numb to the world. I got yelled at in math for not paying attention and several kids asked me what was wrong. All weekend, I masturbated furiously as I thought about Ms. Davis and me together naked. To be honest, I didn't really think much about her having my baby. I was so obsessed with the possibility of fucking Ms. Davis, I don't think I could have said no. Monday morning came and it couldn't have dragged longer as I waited for 3rd period latin. Ms. Davis seemed agitated throughout the hour just as I did. When the class was over she ran to the door and closed it behind the last student and sat back down at her desk in front of me. We stared searchingly at each other. I was afraid she might have changed her mind and I guess she was afraid of something similar on my part.

I tried to act like I was only thinking of her and said I really wanted her to be happy and if I could help in any way I would. She seemed releived and said she was so glad I had agreed. I looked a little like her husband, pale complected with red hair also, similar build. She was sure this would work out great, but how to go about it? She had to be home by 6:30 or her husband would get suspicious she said. I similarly had to have a reason for not being home by 3:30. It wasn't a problem, my mom would just want to know where I was. Ms. Davis went over and locked the door to the hall and approached me. "Well, maybe we could get started now?" she asked. I watched her long legs move under her skirt as she walked toward me. My dick was already growing at the thought of what was about to happen. My stomach was in my throat and my hands were sweating.

Ms. Davis pulled me up to her and just hugged me. "I really appreciate what you're doing for me." she said quietly as she pulled me to her chest. I could feel her small breasts pressed against mine as she rested her head on my shoulder. "I want to do something just for you first." she said. She took my face in her hands and kissed me furtively. I was completely overwhelmed and she gently pried my lips open and pushed her tongue in. It took a few minutes before I was able to put my arms around her back and pull her tighter to me. I was aware of the strange aroma of perfume and coffee as she explored my mouth and I realized I liked it. Just as I was getting used to it, she pulled back and said "That's wonderful."

She pushed me back against her desk and her hands reached for my belt. I was back to playing the dummy as I watched her graceful fingers unclasp my belt and undo the button and zipper of my jeans.
My cock was throbbing painfully as she tugged my jeans around my ankles. I could see a wet spot on my underwear as I watched her kneel down in front of me. "Just for you." she stated as she delicately pulled my underwear down under my ball sack. My dick stood out inches from her beautiful (to me) face. Slowly I watched my favorite teacher's tongue come out to lick the head of my bobbing cock. Gently, she slid her lips around the head and I watched the shaft disappear into her mouth. Her hands were on my ass cheeks as I watched her red hair move back and forth across my length. I was in heaven. Never, in all my masturbatory fantasies, had I dreamed it might feel this good. I ran my fingers through her soft red hair and moaned lightly as she sucked on my excited cock. I didn't last long, Ms. Davis started sucking more rapidly and I felt my balls and abdomen tighten as hot loads of semen came spewing out of my pulsing cock. Ms. Davis sucked it all down and smiled up at me. Oddly, she seemed self conscious as she asked "Was that ok?" I nodded dumbly that it was just fine.

We made out a little more and she let me grope her ass and small tits through her clothes. I was reluctant to leave at the end of the lunch hour and she wasn't exactly rushing me, but had the good sense to know we had to quit. I unlocked the door to leave seconds before someone turned the knob from the other side. Kids came rushing in for 1st year latin as I hurried past them. I couldn't wait to for the next day.

On Tuesday we just did some more heavy petting and she let me finger her pussy under her skirt. I was thrusting my tongue into her throat and exploring her surprisingly wet pussy with my right hand as her hand found my cock and jerked me to orgasm. I came all over her hand and she wiped herself off with a kleenex before sitting back down next to me and explaining that we had to come up with a plan since she didn't feel comfortable getting naked in the class room. It seemed so strange to explore the idea of getting a hotel room and I finally came up with the idea of her tutoring me. "Let's say I'm falling behind and need extra help on my latin. I could come to your house after school and we'd have a couple of hours before your husband gets home?" This seemed like the best idea we had come up with and she agreed. I knew I couldn't wait and I guess she couldn't either because we decided I was so bad in latin that I needed to start that afternoon.

Ms. Davis had a nice house in a quiet neighborhood. She had tutored kids before so no one really thought much of a teenage boy showing up at her house on a weekday afternoon. I got there a little before 4. I had run home and cleaned up a bit. Ms. Davis (Eileen, I was supposed to call her) met me at the door in just a robe. She peered nervously up and down the street as she peeked her head out the door. As I stepped inside, I smelled incense and saw the flickering of candle light down the hall. Since she only taught latin she usually got done around 2 and had had time to get home and 'set the mood'. Without any words she took my coat and led me down the hall to her bed room.

Indeed, candles were burning and the curtains were drawn closed. Ms Davis, Eileen turned and kissed me. Nervously, she stepped back and let her robe fall to the floor. Her body was beautiful to me. Pale and lightly freckled. Her small breasts were firm with little red nipples poking straight out. Her thin waist flared pleasantly at the hips and I soaked in the sight of her little red bush. Her legs were thin and firm. While I'd never seen one naked in real life, I was sure she could give any teenage girl a run for her money. I must have stared for too long as she asked "Is it ok?" I've been told since that when I'm really mesmerized I look slightly disgusted. This must be what she saw and I hurriedly assured her that she was beautiful. She smiled and turned, walking slowly to the bed. I stared hungrily at her small round ass cheeks as they bobbed up and down with each step. Turning again, she beckoned me to her.

Breathlessly, I approached her, tearing at my clothes as I did so. Naked, we faced each other and she pulled me to her. I was thrilled as I felt the soft skin of her chest and stomach press against mine. My dick poked desperately between her legs and I felt a small bit of her wetness coat the top of it. We kissed for a time and her hands explored my body just as mine did hers. I cupped her fine little ass in my hands and pulled her against me as our tongues twisted against each other. She broke away panting and told me I was a fast learner. I was surprised when she said this and realized how natural this all felt. With her knowing I was a virgin, a lot of the pressure had been removed and I felt fairly comfortable.

Eileen told me she was ready and laid down on her bed. I climbed atop of her and she guided my dick into her sexy red haired pussy. It was soft and wet like her mouth but hotter. I slid easily into her and pressed the base of my cock to her as she ground against me. Looking in her eyes, I saw that she was as excited as me. With her legs wrapped around my waist, she helped me set a rhythm and I began to piston in and out of her dripping cunt as her hands rubbed up and down my arms. She moaned and thrashed her head from side to side as I sucked and nibbled on her pale freckled neck and collar bone. This lasted only seconds before I felt myself gushing my thick hot liquid into her. She pressed her pussy hard against me, rubbing her clit on my pelvic bone and I felt her body shudder beneath me and then relax. I pulled my dripping dick from her pussy and she immediately pulled her legs up over her shoulders. She was making sure every drop made it's way up into her she told me. Now I didn't know if that had any real value for her but it sure did for me. I watched in amazement as her pussy lips spread and her ass cheeks parted to reveal her pink hairless asshole.

I felt my dick getting hard again as I stared at her sexy slender body. She was unaware of my gaze as I stared lovingly at her. I mentioned that I was glad she seemed to enjoy it and she said that sex with her husband had become non existent recently. She was going to have to remedy that now, she couldn't very well pretend to be having his baby if they weren't having sex. I felt a small pang of jealousy. It was hard to let go even though I realized how silly it was for me to be jealous of her husband. I told her how great her ass was and she beamed at me and noticed that my cock was hard again. She grabbed it, pulling me toward her and telling me it was my turn and how did I want it. I was hesitant to say doggie style because it sounded so base. "On your knees?" I asked.

Eagerly, Eileen got on her hands and knees in the middle of the bed and I stared at her beautiful pussy lips spread wide, wet and pink on the inside and framed by light fiery red hair around the outside. I knelt behind her and pushed my dick into her greedy hole. She groaned happily as I thrust inside of her. I lasted a little longer this time and she rubbed her clit to orgasm two times before I shot another small load into her. We laid there for a while and I rubbed her body all over. I couldn't take my hands off of her. She told me I had nothing to worry about when it came to sex, and I felt great. After a time, I had to leave. I wanted to stay with her forever but of course we couldn't.

We fell into a routine of Monday, Wednesday, Friday at her house and usually just talked at lunch in the classroom. Occassionally we would fool around a little but as often as not we just talked about sex and girls and her husband. I got over the jealousy a bit. They were having sex regularly and things were good. She was hopeful and that seemed to rub off on her husband. She taught me how to eat her pussy the way she liked it. I loved it. Like everything else about her, I couldn't get enough of her. Within a few months she was pregnant. Things cooled off between us but we still talked a lot. I started dating a girl from math class and things were going pretty good. I was a little disappointed that Jennifer (the girl I was dating) was so hung up on nudity and oral sex, but Eileen just counseled me to be patient. I was, and little by little, Jennifer came around.

I was pretty sure things were over between Eileen and I, as far as sex went but I was wrong. It was the end of May and school was about to break for summer. I was graduating. Ms. Davis was 5 months pregnant and had a nice small round belly. Her breasts had swelled up a bit but she hadn't put on any excess weight. I mentioned how sexy she was and how her husband must be loving her like this. Sadly, she said no. She didn't know if he was turned off or just afraid of hurting the baby but they weren't having any sex at all. To make matters worse, she was hornier than ever. My dick was semi-hard and leaking pre-cum like crazy as I listened to her. "Well if there's anything I can do......." I offered. She took me up on it right there. She locked the door of the class room and rushed into my arms. I felt her firm belly press against me and my cock grew stiff in my pants. We kissed deeply for the first time in months and it felt great. I rubbed her back and told her how much I wanted to fuck her and how sexy she was. She groaned wantonly as I lifted her skirt up over her ass and pulled her panties down. "Just do it," she begged, "right here."

I lifted her to her desk and laid her back, pants were down and my dick pressed against her wet pussy in an instant as she continued to beg me softly. Her legs went up over my shoulders as I slid into her. I rested my hands on her firm belly as I plunged in and out of her. She put a hand to her mouth as she whimpered quietly. I was shoving hard and the desk was inching noisily across the floor. We both came hard and I collapsed on top of her.

So began our second affair. All summer she was home alone during the day. I went over under the pretext of mowing the lawn and doing odd chores since she was unable to do any heavy lifting. I gloried in her sexiness. Her belly grew bigger and more pronounced and I loved feeling it press against me as I thrust inside of her. Her breasts only swelled to a big B or small C and she let me suck them and taste her milk. She loved it as much as I did. She must have loved my attention, she would walk around her house naked when I was there, her breasts and belly swollen, her small ass only slightly more padded, would bobble up and down as she walked. I rubbed lotion on her belly for her and ate her out constantly.

It was one of the greatest affairs of my life, but like all good things, it had to end. Ms. Davis and her husband moved to Connecticut in the fall and I never saw her again. I wanted to, but I never called or wrote to see how they were doing. She had a boy before she left and named him Geoff but I never saw him. I sometimes wonder about the boy, I never even think of him as my son really, but I'm sure Ms. Davis and her husband are wonderful parents, and he's happy. I'm sure I'm not the greatest lover in the world but I get a fair number of compliments and I can only thank my latin teacher for that.

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