His Delicious Student

"I think that it would be fun," Zoe said, her heart almost exploding at the smile she saw form on Noah's face when he heard her response. She had guessed right.

"How do you want us to do it, in a 69?" Maisie asked, her eyes sparkling with lustful excitement.

"No, I think I want to see you do it one by one," Noah replied. "That way I can really see what's going on."

"Oh, Mr. Grimes, I had no idea that you were so cool," Maisie said, staring at him in frank admiration. "Who do you want to go first?" she asked.

"Well, since I've seen Zoe's pussy, why don't you start with Zoe eating your pussy?" Noah suggested. "How does that sound to you, Zoe?"

"That sounds great, Mr. Grimes," Zoe replied, smiling at him. "I love eating Maisie's pussy. Other than her Mom walking in on us from time to time, nobody has ever just watched."

Getting on her knees in front of Maisie, she reached up beneath her skirt and pulled her panties down. Of her own volition, Maisie brought her feet up onto the bench as wide apart as possible, her heels perched on the edge, opening her fat pussy to reveal her delicate inner lips and tiny pink clit.

Noah struggled to control his breathing as he watched Zoe drag her tongue through Maisie's pussy, teasing her tiny clit for a moment, causing Maisie to moan as an orgasm rippled through her body, before plunging it into her and audibly slurping at her juices.

Looking around, Noah could see that other teachers were arriving, as well as some early arrivals in the students.

"That's really something to see, Zoe," Noah said, resting a hand on her head as she continued to slurp at Maisie's pussy.

"It's even better to taste, Mr. Grimes," Zoe said, smiling up at him. "You should try it."

"Me!?" Noah exclaimed, bursting with pride as he understood that Zoe knew that her primary responsibility above all others was to see to his satisfaction. "I'm not so sure that Maisie would appreciate that," he said.

"Oh, Mr. Grimes, I'd love it if you'd eat my pussy," Maisie gasped, hardly daring to believe her ears.

"It certainly looks like a pussy that should be eaten," Noah said, dropping down to his knees in front of her.

"Oh, Mr. Grimes, please eat my pussy," Maisie practically begged, reaching down with one hand and spreading herself wide open for him.

Zoe felt herself cum when she saw Noah's tongue disappear into Maisie's pussy. She felt such a sense of relief that she was sharing this with Maisie so that she'd have someone to talk to about all of her experiences and feelings.

"You sure are a juicy one," Noah said after a couple of minutes, licking his lips as he raised his head.

"Oh, Mr. Grimes, that was so good," Maisie sighed. "Is that all?"

"Well, I've eaten your pussy," Noah replied. "The only thing left would be to fuck you. Would you like that?"

"Oh, Mr. Grimes, this is like Christmas," Maisie gasped, staring at him wide-eyed and open-mouthed. "I've never fucked a guy as old as you. Do you think that it's okay?"

"I'll try not to hurt you," Noah replied, suppressing a laugh as much about Maisie's artlessness as about her naiveté. "Zoe, suck my cock and get it nice and wet," he said after extracting it from his trousers.

"Oh, wow! Zoe!" Maisie gasped when she saw Zoe on her knees, Noah's cock disappearing into her mouth and down her throat. "I didn't know that you could suck cock like that," she said as Zoe slurped on Noah's cock for a minute, leaving the head thick with her saliva, her hand wrapped around the shaft as she guided it to her best friend's pussy. "Oh, oh, oh," Maisie gasped, her eyes wide. "It's so big!"

Zoe had a smile on her face as she watched Noah's cock sliding in and out of Maisie's pussy. She could remember all of the times when they had fantasized about having sex together. She hadn't wanted to admit it, but she had felt some jealousy when she realized that Maisie had lost her virginity and was regularly fucking. Now she was watching Noah's cock plowing her pussy and it was everything that she had imagined it would be and then some.

Noah suddenly realized that he was really pounding Maisie's pussy and that the Suburban, one of the largest SUVs on the road, was actually rocking slightly. When he saw one of the students walking by turn to look, he stopped, panting for breath, his cock throbbing deep in Maisie's sopping pussy.

"What do you think, Zoe?" Noah asked, seeing the lust on her face as she licked her lips, her eyes glued to his cock sticking in Maisie's pussy.

"It's beautiful, Mr. Grimes," Zoe replied. "Maisie's pussy looks really hot with your cock in it."

"It feels wonderful," Maisie sighed. "Your cock is so big. I can't believe that you're fucking me."

"Ahh," Noah sighed as he began fucking Maisie again, feeling himself getting close. This was probably one of the riskiest things that he had ever done, fucking a student in his car in the parking lot while other teachers and students were all milling around outside, oblivious to what was happening behind the dark tinted windows of the big Suburban.

"Zoe, would you like to suck my cock after I finish fucking Maisie?" Noah asked.

"Gosh, yeah, Mr. Grimes," Zoe replied excitedly, licking her lips in anticipation.

"Oh, Zoe, just like we always talked about," Maisie sighed, looking down to see just the head of Noah's cock in her pussy.

"Ahhhhh," Noah groaned, his cock going off in Maisie's pussy.

"Oh, oh, oh," Maisie gasped when she realized what was happening.

Zoe's mouth had dropped open in surprise when she saw cum seeping from around Noah's cock in Maisie's pussy, then closed when he pulled his spurting cock out and turned to stick it into her mouth.

"Oh, Zoe, that is so hot," Maisie gasped, still in shock that Noah had cum inside of her as she watched Zoe sucking him off.

"Oh, Mr. Grimes, your cock tastes so good covered with Maisie's pussy juices," Zoe gasped, swallowing as she looked up at him, one hand still wrapped around the shaft of his cock.

"It looks like I left some cum in Maisie," Noah said. "Maybe you'd better clean her up so that she doesn't have it running down her legs."

"Oh, oh, oh," Maisie gasped as Zoe eagerly glued her mouth to her pussy and began slurping at the cum cocktail filling her. "This is best day of my life," she said when Zoe sat back wide-eyed, licking her lips as she savored the tastes and flavors suffusing her mouth and senses.

"I think you owe Zoe a good pussy eating now, don't you?" Noah asked, glancing at his watch, then outside the Suburban, still seeing students milling around and others arriving.

"I owe her more than that," Maisie agreed, smiling broadly. "If it wasn't for her, you wouldn't have fucked me. Come on, Zoe, I know you've got to be soaking wet by now," she said, urging Zoe to sit down as she knelt in front of her.

"What, no panties?" Noah asked when Zoe brought her heels up onto the edge of the bench seat and exposed her pussy.

"M-my...lover doesn't like me to wear them," Zoe replied, flushing as she looked up at Noah, a sardonic smile on his face.

"Well, you certainly do have a delectable-looking pussy," Noah said, blatantly staring directly at. "I can't say that I blame him. I'd want the easiest access possible to such a tasty-looking pussy as yours."

"She is tasty, too," Maisie said. "I like the taste of her pussy more than my own," she added, leaning forward and dragging her tongue up through Zoe's spread pussy. "I just love the way her lips are so delicate with a dark edge," she said, tracing them with a fingertip. "Mine are just pink."

"I thought that yours were delicious and a pleasure to suck on," Noah said.

"Just wait until you taste Zoe," Maisie sighed, sinking her tongue into her and loudly slurping on the juices that had accumulated.

"I look forward to it," Noah said, smiling at Zoe whose gaze never left his face as Maisie continued to feast on her sopping pussy. "Do your nipples get hard while Maisie is eating your pussy?" he asked.

"Y-yes," Zoe replied, hesitating for a moment, then pulling her T-shirt up over her breasts, exposing them, her thick chocolate nipples stiff and jutting out.

"Are your nipples sensitive?" Noah asked.

"Yes," Zoe practically whispered in response, both hands reaching for and finding her hard chocolate nipples, pinching and pulling on them while Maisie continued to eat her pussy.

"Oh, Mr. Grimes, she is just so wet," Maisie said, lifting her pussy-smeared face to look up at him as she licked her lips. "You should try it."

"Zoe?" Noah asked.

"Oh, Mr. Grimes, yes, please," Zoe replied, blushing because she had been waiting for that.

"What would you like me to do, Zoe?" Noah asked as he knelt in front of her spread pussy, pressing her thighs even further apart.

"Eat my pussy, Mr. Grimes," Zoe replied, her eyes almost feverish with her desire. "Make me cum."

"Oh. My. God!" Maisie gasped when she saw Noah's tongue dragging through Zoe's spread pussy, his lips fastening on her big bulging clit, followed by Zoe spasming and writhing on the seat as she came.

"Oh, god," Zoe groaned as she continued to cum as Noah ate her pussy in front of Maisie.

"Are you going to fuck her, too?" Maisie asked, her eyes shining with excitement.

"That's up to Zoe," Noah replied, looking up from her delicious pussy.

"Oh, yes, yes," Zoe panted, her eyes wild. "Please, fuck me, too," she begged.

"Oh, Zoe, doesn't that feel simply marvelous?" Maisie asked as she watched Noah's cock disappearing into her pussy.

"The best," Zoe gasped as Noah fucked her, her heart swelling with pride that Maisie was there to witness it.

"Your pussy looks so sexy with a cock in it," Maisie sighed as she watched Noah's cock sliding in and out, back and forth, quickly picking up a sheen from her pussy juices.

"What do you think, Zoe?" Noah asked as he fucked her. "Do you like seeing my cock in your pussy like this?"

"Oh, yes, Mr. Grimes," Zoe replied. "I can't imagine anything better."

"What about your lover?" Noah asked for Maisie's benefit. "What would he think if he knew that I was fucking you like this?"

"He-he'd understand," Zoe replied, blushing as she looked up at him. "He'd want me to have the best."

"He must be very special," Noah said.

"There's nobody in the world more special to me," Zoe said.

"Maisie, I'm getting ready to cum," Noah said. "Can I use your mouth to cum in?"

"Gosh, yes, Mr. Grimes," Maisie replied. "I love cum."

"Get ready," Noah said, approaching his personal event horizon, then groaning as his cock began to pulse, just the head of it in Zoe's pussy.

Quickly pulling it from Zoe's pussy after a couple of shots, Noah turned and stuck it into Maisie's open, waiting mouth.

"No, don't suck me, just let me cum," Noah said when Maisie started to close her mouth on his cock. "Yes, like that. Stick out your tongue," he instructed, Zoe watching in amazement as he came in Maisie's open mouth, finally squeezing the last drops from the end. "You can swallow now," he said, smiling when Maisie immediately gulped the mouthful of cum down, then licked her lips.

"Wow, you really cum a lot, Mr. Grimes," Maisie gasped, swallowing again.

"There's some more in Zoe's pussy that you should clean up before you go to class," Noah said. "It's getting late."

Maisie wasted no time in plastering her mouth onto Zoe's cum-oozing pussy, quickly slurping up the cum cocktail that she found. When they exited the Suburban after first looking around to make sure that they weren't seen, they had to run to get to their first classes.

Zoe found it extremely hard to concentrate in her classes that day, reliving over and over again in her head the events of the past days. The freshest memory, however, of Noah eating Maisie's pussy, then fucking her in his Suburban, burned the brightest. She had been so proud to be able to be the one to decide to share his cock with her. Her lover, she thought with a sigh. Her teacher, she thought with a smile, determined more than ever to get an A+ for her efforts.

For her part, Maisie was in a stunned state of euphoria, a permanent grin plastered to her face as she sat through her classes, one foot tucked beneath herself so that she could rub her pussy on her heel as she relived the morning fun in Noah's car in the parking lot. He had eaten her pussy! He had fucked her! He had let her suck him off after fucking Zoe! Christmas had never been this good to her, she thought, laughing out loud and drawing looks and glances from the rest of the students in the class, and the teacher.

"You find the lesson amusing, Maisie?" Ms. Johnson asked, the English teacher a small, mousy-haired woman who dressed as drably as her personality.

"No, ma'am," Maisie replied, blushing.

"I've never found adverbs that amusing, personally," Ms. Johnson said, "but I guess there's something for everyone."

"Yes, ma'am," Maisie replied, smiling inside.

Finally meeting for their final class with Noah, Zoe and Maisie didn't really have a chance to say much to each other before taking their seats next to each other in the front row.

"Behave!" Zoe hissed at Maisie when she saw the beatific smile on her face as she gazed upon Noah. "Be serious!" she added, spreading her legs and letting her skirt hike up just enough so that she knew that he could see her pussy.

For his part, Noah had spent an agonizing day, almost experiencing an out of body sensation as he watched his puppet self teaching his classes, while he revisited his morning in the Suburban with Zoe and Maisie, an unexpected side benefit of his grooming of Zoe; not the brightest, but she made up for it with her horny quotient and unabashed sexual hunger.

That Zoe had realized her place, her position, going so far as to guide his cock into Maisie's pussy, only reinforced his resolve and foresight that she was the perfect material from which to mold the ideal sex toy. He knew that an ultimate test would prove the make or break of his plan, but every fiber of his instinct, combined with years of grooming young girls as sex toys, told him that Zoe was special and exceptional, that she would have no trouble accepting and excelling at any test that he might put her through.

His cock was achingly hard as his final class drew to a close, Zoe's display of her naked, obviously wet pussy not helping things at all, nor did picturing Maisie's delicate pink inner lips glistening with her dew. She had put that picture into his head and he couldn't get it out. The two of them sitting next to each other was almost cruel and unusual punishment.

Then Liam entered the classroom just before the final bell, startling the entire class except for Noah, who had been expecting him. They had talked during the day and Liam was aware of what had transpired that morning in his Suburban in the parking lot. You could have heard a pin drop as Liam approached Noah and spoke to him in dulcet tones so soft that nobody could make out a thing.

"Zoe, you'll need to go with Principal O'Shea," Noah said after they had conferred for a minute or so.

"Oh, Zoe, I thought it was over," Maisie said, clutching her arm as she started to get to her feet.

"I-I was supposed to see him this morning," Zoe explained. "I forgot."

"Oh, god, and you can't tell him why!" Maisie gasped. "Oh, Zoe, I hope that you don't get in too much trouble because of it."

Zoe was trembling with fear as she followed Liam to his office, her scheduled meeting with him before classes totally having slipped her mind while she was having fun in Noah's Suburban with Maisie.

"I would have thought that we had impressed upon you yesterday how important obedience is," Liam said as he sat back in his chair, keeping Zoe standing in front of his desk. "I had time set aside to deal with you, to teach you, to help you develop and grow, and you didn't show up, didn't even have the decency to let me know that you couldn't make it. I just don't know what to think."

"Principal O'Shea, I-I didn't just not come, I honestly forgot," Zoe said, realizing as she said it that she had made things worse. "It-it's not that it wasn't important to me. I wanted to come. I was looking forward to meeting with you, to learning from you. But I ran into Mr. Grimes in the parking lot and...and...and I just forgot. I was almost late for my first class because of it, too."

"What could have been so important with Mr. Grimes that you would have been late for your class or totally forgot about a meeting with me?" Liam asked.

"Well, you see, Maisie and I..." Zoe began.

"Maisie? What's Maisie got to do with this?" Liam asked.

"I spent the night at her house and we came to school together," Zoe explained. "Mr. Grimes arrived at almost the same time and we...and we...and we talked with him."

"And that made you almost late to class?" Liam asked. "That caused you to miss a meeting with me, to talk with Mr. Grimes in the parking lot?" he asked, his voice raising.

"N-no, not exactly," Zoe replied, shaken by the incipient anger in his voice.

"Then I fail to understand why you would deliberately miss a scheduled meeting with me," Liam said, shaking his head.

"Oh, it's all so complicated," Zoe said, close to tears. "Maisie saw my pussy at her house and cum was leaking from it, Mr. Grimes' cum. She wanted to know who I had been with. She thought that I was still a virgin, you see. We grew up together and never had any secrets, so me losing my virginity was a big deal. She lost hers months ago."

"Go on," Liam said sternly, smiling inside. Noah sure has this one pegged, he thought.

"I made up a story about getting caught by Mr. Grimes while my...my lover was fucking me," Zoe said. "I couldn't tell her that it was Mr. Grimes. Or you."

"But I never came in your pussy," Liam pointed out.

"No," Zoe agreed. "But Mr. Grimes wanted to know why and how Maisie knew that I had fucked, so he asked us into his big car to talk about it."

"I see," Liam said, stroking his chin thoughtfully.

"Well, when Mr. Grimes realized...learned that Maisie and I, that we...that we...that we did things together, he wanted to see it himself."

"Such as?" Liam asked.

"We eat each other's pussy all the time," Zoe replied, blushing. "We grew up together. We try everything together first."

"I see," Liam said. "So you ate each other's pussies in Mr. Grimes' car?"?

"Yeah," Zoe replied.

"And that's why you were late, because you and Maisie were eating each other's pussies?" Liam asked.

"Well, sort of, but not entirely," Zoe replied, squirming as she stood in front of his desk, her thick chocolate nipples achingly hard as she remembered the morning.

"Come around here and tell me the rest," Liam said, physically and metaphorically licking his lips as he watched the sexy young girl come around his desk to stand just inches from his knees, which he allowed to part. "Was there more?" he asked.

"Well, after I ate Maisie's pussy, Mr. Grimes did, too," Zoe said, blushing. "Then he fucked her."

"In his car?" Liam asked.

"Yes," Zoe replied, smiling. "There was lots of people all around the car, but they couldn't see in and he was fucking her."

"You liked that?" Liam asked.

"It was pretty hot, yeah," Zoe replied, a big grin on her face. "Just the idea of being caught."

"Is that all?" Liam asked.

"No," Zoe replied, now beyond caution. "When he came, he let me suck him off, then I ate Maisie's pussy because there was some cum in her. She didn't want to go around all day leaking cum down her legs."

"I can imagine not," Liam agreed drolly.

"Then Maisie ate my pussy, then Mr. Grimes, then he fucked me, too," Zoe said. "By the time he came -- he used Maisie's mouth to cum in -- we had to rush to get to class before we were late. That's why I missed my meeting with you. I just forgot."