veins and she leaned forward and kissed the head of his amazingly long and hard cock, extending her tongue so that the boy could see its tip wriggling into the little opening at the tip. While her tongue was busy with his penis, her hands tenderly caressed and weighed his smooth young balls.

'Oooohhhhhhhh…!' Johnny choked, staggering backward and almost falling with his pants trapping his feet.

Karen held on to him from her kneeling position and guided him back to the table, pulling his shoes and the rest of his clothing as he sat down on the wooden table. When he was finally naked she spun him away from the edge and spread his legs wide and moved up between them. Her breath was coming in short strained gasps as she clasped his throbbing young penis between her thumb and forefinger, pulled back it's foreskin and voraciously plunged her hot mouth down onto it once again.

Johnny let out a groan as he raised his head to watch the lustfully beautiful sucking this wonderful lady teacher was giving his cock. WOW! MAN! He hoped she would never stop…! This was much better than when he flogged it with his own hand, and he was beginning to understand what she had meant when she talked about treating him well. He gasped and shuddered, and whimpered again as her tensed lips and hotly engulfing mouth began moving up and down his lust-hardened penis. His little eight-year-old brother's teacher's lashing tongue twirled and twisted around his cock to swath it in saliva-drenched love with every wild up-suck of her hungrily nursing mouth.

Karen was hardly aware of her young lover's moan of intense delight. She was too overwhelmed herself with the staggering immensity of her salacious pleasure that filled her quaking belly and hotly seeping cunt as she sucked his sweet-tasting young cock. And in the back of her mind was the ever-present knowledge that this sweet, innocent young penis would soon cum… soon shoot a searing load of white, creamy sperm deep into her hungrily sucking mouth. The realization that she was actually helping student outside of her class added to the fires raging in her pussy. Perhaps she could go through the entire school, and not merely help her own third grade class. To think, there were lots of little boys just like Johnny here who would not be knowing of her delightful lessons unless she went to them. Perhaps she could have all the students meet her somewhere after school and she could suck them until the sweet nectar of all their fresh young cum filled her entire body. God, yes! She could do it. She wanted to fill her mouth with as much boy-sperm as she could… wanted to feel her body flooded with their sticky whiteness… She had to have each and every one of the precious darlings…!

Feverishly, Karen sucked and licked, thoroughly examining with her tongue every inch and ridge of his pulsing young penis. She cupped his sperm-filled testicles in one palm while the clasping finger and thumb of her other hand held to its thickly rigid base. Wantonly, the voluptuous red-head knelt between his wide spread legs, the continuous passion mounting within her nakedly lusting body as she visualized the wild it must make for him to see her slavishly working her head up and down over his straining loins. She felt him thrusting his hips upward to her descending motions, fucking his aching hardness between her wetly clasping lips deep into her sucking mouth. Then, she began to swallow in lustful demand, trying to take the throbbing cockhead completely into her warm, wet throat.

An aching throb pounded through Johnny's fired young loins and tightened belly. Holy shit! She had sucked his cock into suck hardness that it felt like a telephone pole pulling at his gut. His cock had never been this big before when he played with it. He propped himself up onto his elbows and looked at the beautiful teacher's mouthing of his burning cock. Jesus Christ!! She'd taken it all the way into her throat for a moment. He watched as she raised her head again, and then pulled his loose foreskin up above the blood-filled knob with her fingers… then she wormed her tongue hotly down inside it in a wild swirling motion, rotating it in crazy circles as though she were trying to drill right down to his throbbing loins that way. The sensations whipped his breath away! He was certain that his aching penis was going to explode… And then she stopped. Shit… Damn… fuck… shit!

'I'm changing positions now, Johnny,' she whispered hotly, her eyes glazed as she pulled away from him. 'Move away from the edge of the table.'

He quickly obeyed, and then she was lying down beside him, her hand smoothing over his trembling young body, feeling the sleekly developing muscles tense as she explored his secret hollows and crevices. Her voracious lips that had been tightly fastened around his cock were now on his, and her tongue darted into his hot mouth. She raised her satin-fleshed thigh over on top of his hard slender young leg and pressed the delight of her soft hair- covered pussy tightly against his hip with a sensuous undulation. 'Oooohhh… I'm going to make you the happiest man in the whole world… I'm going to be the best girl friend you ever had,' she whispered in a thick, throaty, lust- thickened voice.

Johnny was laboring to breathe. He never dreamed that things would go this far… not even when she had started sucking his cock. Whenever he played with himself, it would never last this long… shit! He had never been so excited in his entire life.

'Oh, you sweet, delicious little lover,' Karen said, the intoxication of her lust fueling her wanton desires. She ran her fingers through his thick, light brown hair as she began to inch higher on the table in the library, until her prickling, taut-tipped breasts were even with his astonished lace. She wanted to let him know that she was his to do with what he wanted… she wanted to make all his dreams come true… she wanted him to love her the way he wanted to love an woman!

Cupping his chin, she drew his mouth closer to one swollen breast, while she offered the thrusting mound of flesh to him with her other hand. 'Go ahead, Johnny… suck it… suck it… Take my tit in your mouth and suck it… hard…!'

Wild fiery sensations raced through her belly and down between her legs as she watched the young boy's lips part when her tiny hardened nipple brushed them. With breathless delight, she pressed it into his warm, moist mouth, then tightly clutched him to her, hoping that he would bite the bursting flesh until she bled.

'Ooooohhhh… yesssss… lover, that's it… that's the way,' she whimpered. 'Suck it… feel it with your wet tongue… bite it, if you want… take it in your hand, darling lover… yes… yes…!' she whispered, smoothing her own hand down his chest and belly to fondle his cock and balls. She heard as well as felt his little moans of pleasure breathed out against her throbbing, swollen breast.

'This is much better than just looking at the pictures, isn't it?' Karen hissed, her eyes gleaming with insanely raging desire. The highly aroused teacher watched his young lips tighten and relax their sucking motions while his tongue stabbed and taunted her tingling nipple, his stiffened cock throbbing in her grasp below. 'But I have something even better in mind, Johnny… if you want to go even farther.'

Again to the boy's disappointment, she pulled away from him, removing her delicious breast from his mouth and letting go of his iron-like hardness… SHIT… How could she stop now…?

'Have you ever seen a woman's pussy up close?' she questioned. 'I mean… not just the pictures… but the real thing?' He watched her as she quickly climbed onto her knees beside him, her full cream-white breasts tantalizingly swaying with her movements. 'You haven't… have you?'

He shook his head, his eyes widening as he lay there on the table, gaping up at her. 'N… n… no… never…!' he somehow managed to say, realizing that his throat was still as dry as ever. He felt as though she could hear his thoughts.

Karen's passionately contorted face reflected the raw, untamed lust which was now totally controlling her. Slowly, teasingly, she spread the smooth, alabaster columns of her thighs apart, kneeling outward with both legs. The red tangle of sparse, silken pubic hair with its narrow pink crevice separating her hotly flushed cunt lips was totally exposed to his straining eyes.

'There,' she hissed. 'Do you like what you see?'

Johnny gaped wordlessly at the spectacle of her nakedly displayed pussy. He stared in fascination, his twelve-year-old brain whirling. At the same time, he couldn't believe that he was hearing the words coming from this beautiful woman. Suck… breast… pussy… it was more than he could have ever hoped to hear from the girl that lived on his street. The sight of the woman kneeling over him held him spellbound…

The awareness of his growing excitement was adding fuel to Karen's fiery loins. Nothing in her free sexual life had been anything like this. God, it was maddening… She knew that she would have to have all the other boys in the school fuck her then… Her one class wouldn't be enough… she had to have all of them.

'Tickle it, Johnny… Look at it close and feel it… Go ahead… I'm sure you'll like the way my cunt feels!'

Johnny hesitated as he tried to gain control of the strange sensations washing through his virgin body. Karen watched his boyish hand move slowly between her widespread thighs, her breath catching in her throat as she felt it brushing the silken strands of pubic hair lining her feverishly swollen pussy lips. His own breath came in short

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