textfiles/sex/EROTICA/P/prof.txt

	THE PROFESSOR
		   by Ann D     

	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.

END