Billy Williams had a problem – a very serious problem as far as he was concerned. His eight-inch dick frightened every girl he dated in high school. He couldn’t even get laid by the school slut, Helen Williams. Even Wanda Jones his steady girlfriend finally dumped him when he begged her to at least jack him off after a night of hot petting on lover’s lane.

Friday afternoon, he became totally lost in his girl problem while participating in the reading aloud of Mac Beth in Ms. Smiths English Literature class. When it came time for him to read a passage, he’d totally lost his place and when Ms. Smith called on him, his response was a series of uhhs and finally a blushing apology to Ms. Smith and his classmates. After class as his classmates were dashing out of the room, Ms. Smith called him up to her desk.

Now Ms. Connie Smith actually ran Midland High, the principal not withstanding. At fifty-five years old, she had been at Midland High her entire teaching career, which spanned some thirty odd years.

Her once coal black hair now was laced with silver and her once trim, but voluptuous body had become a little thicker in the middle and much heavier in her bosom. She had always been a strict teacher and her students both feared and respected her.

As Billy approached her desk, she noted the bulge at the crotch of his jeans, but dismissed it as probably some new fad among the male students. She wondered for a split second what he was using for stuffing.

During the time that she’d had Billy Wilson in her class, she had become quite fond of the young man. He seemed so polite and well mannered. He was exactly like the man she wished she’d found early in her life, but hadn’t. She had eventually began having lewd daydreams involving the two of them and had to steel herself from showing too much outward feeling for Billy.

Well Billy. What excuse do you have for drifting off during my class this afternoon, she inquired. You know how I won’t tolerate inattention in my classes so what do you have to say for yourself?

I’m sorry Ms. Smith, he replied. Really I am. I’ve, I’ve uhh. I’ve got girl problems. Really bad girl problems and I just don’t know what to do about it.?

Well, she replied. I’m not a guidance counselor, but maybe I can help you. You’re one of my best students and this is so unlike you. Why don’t you follow me home and we can discuss this matter in detail. I’m sure we can find a solution to your problem.?

A few minutes later, Billy was seated on Connie’s couch, pouring his heart out to her and telling her how none of the senior girls would have anything to do with him. He finally became so over wrought with his feelings of rejection that he began sobbing uncontrollably.

Connie put her arm around the sobbing young man and tried to console him in his despair and grief over the loss of his girlfriend. When he continued to sob almost uncontrollably, she seized on a desperate plan.

She was overcome with the desire to get him in bed with her, whatever the cost and decided that she?d never have a better chance. Praying that she wouldn’t be rejected and laughed at, she began her seduction.

Billy dear, will you promise to keep something a secret between just the two of us?? she asked.

Yes?. Sob? mam,? he replied.

Very well then, she replied. We’ve got to get you calmed down before you make yourself sick. I’ve never done what I’m about to do with any of my students, and I certainly hope that you keep this a special secret between just the two of us.

Lie down on the couch and put your head in my lap. There now. That?s my good student, she cooed. Connie’s going to make you feel all better. I want you to nurse my breasts for a little bit and see if that doesn’t make you feel better.?

Here baby, she continued as she opened her dress, unsnapped her front closure bra, extracted her huge left breast and pressed its already strutted nipple against his lips.

Billy’s response was automatic. He began avidly nursing Connie’s big tit and placed both hands on her blue-veined jug, cupping it excitedly. This was wonderful, he thought. He had to work like hell to even cop a feel of the hard little nubs most of the girls in his class called tits. Here he was with a double handful of a real woman’s huge, soft breast and she was urging him to help himself!!

In a moment, he’d forgotten all about Wanda Jones and was totally focused on Connie Smith’s ample bosom.

Ohh yes Billy. Nurse my big old titties all you want dear boy. Connie loves to have her breasts nursed and it’s been so long since anyone’s done it the way you?re doing. Nurse the other one too baby. Squeeze them honey, she crooned. Connie’s going to make you feel even better. She’s going to play with your penis a little bit while you nurse her breasts. Would you like that?

Billy grunted his approval, his mouth full of strutted nipple as he felt his teacher’s hand caress his bulging fly for a moment and then unzip it. His cock twitched in anticipation as he felt her soft hand searching for the opening in his shorts. A tantalizing moment later he felt her measuring his length and girth with her hand.

OH MY GOD! she gasped in amazement. Where on earth did you get such an enormous penis baby?? Let me help you off with your jeans and shorts so you’ll be more comfortable.

She had him naked in a heartbeat and marveled at the size of his throbbing manhood with its large purplish head. As Bobby resumed suckling her enormous breasts, Connie lovingly caressed his large, throbbing lady pleaser, smearing his copious pre-cum all over its twitching length. She felt her horny pussy becoming soaked with her own juices in anticipation of being filled with Billy’s huge penis.

Would you like to put your thing inside me?? she asked. You can you know. I’d love to have you spear me with your big di.. Uhh penis, she whispered excitedly.

I don’t know how, he replied. I’ve never done that before. None of the girls would let me cause it’s so big. They were all afraid of it. Don’t you think it’s too big too??
Connie couldn’t believe what she was hearing. Here was this eighteen-year-old virgin with a dick to die for and she was going to get his cherry first. She almost climaxed at the thought of it!

Mercy no! she exclaimed excitedly. You have a wonderful penis. Most men would die for one like yours. You should be proud of what God gave you. Why most women would give anything to feel that thing in their puss.. uhh, inside them.

If that’s why the girls won’t date you, it’s their loss. Not yours! Besides, you shouldn’t be trying to have sex with all those young girls. You might get them pregnant. There’re plenty of grown women who would love to have sex with you, and as your teacher, I feel that it’s my duty to instruct you in safe sex as well as how to please a woman. Would you like me to be your instructress?? she asked.

Ohh yes, he replied. I really like women with big bosoms anyhow and you have beautiful breasts Ms. Smith.

Bless your sweet heart Billy. You may play with my breasts to your heart’s content and call me Connie from now on, except in the classroom. Now then, let’s go into the bedroom where we can be more comfortable sugar. I’ll show you what to do, she said. Then leading him by the hand, she took him into her bedroom and flung the covers back on her bed.

Just lie on your back and let old Connie do all the work the first time,? she cooed. You’ll be able to last longer and you can play with my breasts some more if you want to. Don’t worry about a rubber. I had my tubes tied, she added as she quickly removed her dress and panties. Would you like me to leave my garter belt and hose on or should I take them off?? she asked.

Leave them on, he gasped, his rampant cock giving several jerks of excitement as he watched his voluptuous teacher strip.

She straddled him and slowly lowered her soggy pussy down over Billy’s hard salami. It took two attempts before she was able to totally impale herself on his thick manhood and when she finally did, she could almost feel him in her belly! Reaching over his head so that her large dangling tits brushed his face, she tucked two pillows under his head.

Now then sweetness. You can nurse and play with my big old titties while I enjoy the wonderful feel of your penis in my womanhood. Ohh-hhh Mercy, it feels so good. Does it feel good to you honey? she purred, as she began slowly humping Billy’s throbbing cock.

Mmm-mmm, uh hum,? he replied, his eager mouth full of strutted nipple. He held as much as he could of Connie’s massive breasts, sucking first one and then her other nipple while she rode his rigid stem.

What was happening was far better than his most raunchy dream and he didn’t ever want it to end!! Neither of them did!! Connie had never had her cunt stuffed with as much dick as she was now enjoying!

Billy’s flared coronal ring raked Connie’s G-spot with every upward and downward stroke and his hard, blue-veined shaft stimulated her erect clitoris when she moved back and forth on it. Almost before she knew it, she felt her climax approaching and began humping the eighteen-year olds dick for all she was worth!

Losing all of her self-control as her body tingled with her approaching orgasm, she began mouthing every obscene phrase she could think of. Ohhhh yes Billy. Fuck me good! Fuck me! Fuck me! Squeeze my big old tits. Bite my nipples. Fuck me hard.

Ravish my poor pussy with your big dick! Shoot your hot cum inside me! Ohh-hhh you wicked young rascal. You’re making your teacher cum! I’m just cuming and cuming! Cum Mmm-mmm! Cum with me!.. Oh yes! Yes baby! I feel it! Fill my pussy with your precious cum! Aggg-ggg?Ahh-hhh!

Billy thought he’d never stop shooting his creamy load of semen into Connie’s spasming pussy and he bucked upward to meet her downward thrusts, again and again until he was both drained and exhausted.

Connie finally extracted herself from his shrinking cock and rolled onto her back, clutching her drooling pussy. As her cunt convulsed in the ebb of her orgasm, she felt their slick juices wet her hand and smeared them over her heaving belly.

Billy was first in the bathroom to relieve his bladder. Returning to her bed, he collapsed on it again to rest, his balls aching from his massive ejaculation. Connie rejoined him in a minute and sat down on the edge of the bed next to him.

Let me wash that sweet thing of yours, she cooed. That was the best sex I’ve had in such a long time. Men now a day’s just want to hop on a woman and get off as soon as possible seems like.

I think my big old titties either turn them off or intimidate them somehow. I surely am glad that you like them. They’re going to be your playthings from now on, anytime you’re in the mood, except in school.

Of course, I may have to keep you after school once in a while from now on. You won’t mind though, will you?

Noo mam. Billy replied. Guess I need to get on home. Folks are probably wondering what became of me. Maybe you could call my mom in the morning and tell her that you needed my help in your yard or something.?

Ohh. You young devil, you! she exclaimed. What time should I call?