The Professor
                      by Ann Douglas


	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 lost 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 all right."


	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 girl’s 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 struck 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


 (c) Ann Douglas 1994

   
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