It was three weeks into the school year and the abnormal heat wave
was  continuing. Heather was taking art again as the last  subject  of
the  day, long after her other classes were over. It became clear from
the  first  day  of  the semester that Traci, her professor,  the  was
trying to get her attention. Heather had made it a point to sit in the
first row.
     Traci  was starting to wear very sexy clothes to class.  Low  cut
blouses  and short skirts to show off her very long, tapered legs  and
nice  ankles.  Her  chest  was full and  was  the  billowy  type  that
shimmered as she walked, each boob taking on a life of its own as  she
moved.  Heather noticed that from time to time Traci would walk around
with  a  bounce  in  her step that was a little more  than  absolutely
necessary,  particularly right in front of her seat.  She  would  cast
sideways glances at Heather to see if she was looking, which of course
she was.
     Heather did in fact find Traci very attractive and a turn-on, but
was  unsure how to proceed, given this was her professor. Finally, she
decided that if Traci was going to tease her with a tits and ass  show
each day, she could play the game as well. She'd see just how hot  she
could get Traci and try to force her to make the first move.
     The  next day, having planned her approach, she wore a very short
black  leather  skirt and a very shear pullover top that  just  barely
covered  her  uplifted boobs. Over that, she pulled a blouse.  In  art
class,  she  unbuttoned the front of the blouse, but kept  it  closed.
Traci  arrived  in her hottest outfit yet. It was a shear  white  silk
blouse  that  bordered on being transparent except for  two  strategic
pockets  that were mostly failing in their attempt to cover her  ample
chest.  Her dark nipples were still faintly visible. She had on  jeans
that were skin tight, sat low on her hips and were creased deeply into
her  crotch. The boys in the class were whispering amongst  themselves
even more than usual.
     Heather, as usual, found Traci's bouncing breasts turning her  on
as  Traci walked around getting ready to lecture. Finally, she came up
to  the  podium in front of Heather, gave her a warm smile and started
class.  About ten minutes into the class, Heather casually pulled  her
blouse  back to reveal to Traci her own wonderful, firm tits, swelling
against  the  straining  fabric, separated and surging  out,  offering
themselves  to Traci. Moments later, looking up from her notes,  Traci
caught sight of the straining tits only four feet from her. Her  heart
skipped  a  beat  and  she lost her place in the lecture  and  fumbled
around  for her notes. Memories of how that wonderful tit had felt  in
her  hand  a few weeks ago during that chance encounter came  flooding
back.  Heather leaned forward to block the class's view and  began  to
trace her finger round and round her nipples. Soon, they were swelling
and sticking up. Traci, trying to keep her composure, began to talk  a
little faster and her voice went up slightly in pitch.
     Soon,  Heather had both tits standing up like miniature mountains
and  she leaned back and took a slow deep breath. They seemed to  open
up  and  reach out to Traci, who was in deeper trouble now, constantly
loosing  her place and having to repeat herself. Heather continued  to
pretend  she was taking notes and hanging on every word. Traci  had  a
line of sweat standing on her lip and her hand was shaking slightly as
she  continued to lecture. Try as she might, her eyes kept coming back
to  Heather's chest like a magnet. She suddenly realized that her  own
nipples  were  very  tight,  and glancing down,  saw  that  they  were
sticking  out  like thumbs, dark and now very visibly tenting  through
the  sheer  blouse.  Her pussy was also swelling in  response  to  her
growing  arousal and even the slightest movement in her jeans was  now
rubbing  her turgid clit, sending waves of heat through her belly  and
electric  shocks up her spine. She was shifting from one foot  to  the
other, her clit responding with waves of pleasure. Boys in the back of
the class were staring now at her chest, their own cocks beginning  to
strain  in  their jeans.  Concentration on book art in the  class  was
going  down rapidly, that was for sure. The other girls in  the  class
could sense something was going on, but didn't know what. It was clear
that  the teacher was really putting on a real show up front.  Heather
continued  to  casually tease her nipples when  no  one  was  looking,
arousing herself mightily in the process. The minutes ticked away  and
the  class stumbled from one artist to another with Traci starting and
stopping.
    About one minute from the end of the class, Heather leaned back in
the  chair,  slid down slowly to the end of the seat, and, with  Traci
now staring, slowly opened her legs. Her skirt had slid all the way up
to  the  top of her thighs. As her legs separated, the fact  that  she
wasn't  wearing  underwear became instantly visible. Her  own  swollen
twat  separated and the lips opened out like the petals of  a  flower,
offering her juicy wet pussy to Traci. Her clit, swollen magnificently
to  over two inches, lifted into full view like a young boys cock  and
stood proudly, twitching as sensual shocks traveled back and forth  up
Heather's spine.
     Traci  looked down at Heather's cunt, opened to her and began  to
stammer and babble, her concentration finally totally blown. Her notes
were  a  blur to her and she just stopped talking and stood trying  to
shuffle her notes and regain control of her swimming senses. The  bell
sounded  and  the students packed up and left, looking wonderingly  at
each  other and shaking their heads. Heather quickly pulled her blouse
together  and stood up, books held strategically in front of  her.  As
she  walked  by Traci, she gave her a warm smile, a wink, and  bounced
out  of  the  room.  Traci stood rooted as though transfixed.  Moments
after  Heather left, and still planted at the lectern in the now empty
classroom,  she  continued shifting from one leg to another  with  her
clit on fire. Her belly tightened and her breath caught in a grunt and
she  came, head down, nostrils flared, hands gripping the edges of the
lectern, eyes closed. Hips jerking spasmodically to the waves of  lust
pulsing  through  her,  she came twice more in rapid  succession,  her
crotch turning dark with come as it poured from her, as it always did.
It  was another ten minutes before she gathered herself together  well
enough  to  pick up the scattered papers and walk back to her  office.
Heather  headed  for the nearest girls' room and let  herself  into  a
stall. She got herself off twice in seconds. Yes, two could play  this
game. The only question was, who was winning?
     Heather  only teased Traci once or twice after that. Heather  was
always able to get the upper hand and once Traci had to end the  class
early to hide her arousal. The effect was that Traci rarely wore super
revealing clothes to class anymore and things settled down to a uneasy
truce. But Traci never made the move Heather hoped for.
     In  the Fall, Heather came into the upstairs art studio late  one
Saturday  to  work  on  a painting. Traci wandered  in  and,  spotting
Heather working, came over. There was tension between them, but  Traci
did nothing overt. Heather ran out of paint and Traci volunteered that
she  had some more in the center drawer of her desk and Heather should
help herself. The other students had packed and left by now as Heather
went  up  and reached over and opened the drawer. Spotting a  tube  of
paint,  she stretched over to get it, but it slipped out of  her  grip
and  bounced under the desk too far for her to reach. She went  around
and  found  the paint had gone all the way to the very  front  of  the
desk,  which was an old wooden one and was solid to the floor  on  the
front and sides. Heather got on her hands and knees and went under the
desk to get the paint.
     At  the  precise moment Heather ducked under the desk, Traci  had
come  over  and went around to see what was going on. Just  then,  the
head  professor  of the art department came in with a  tall  stack  of
folders under his arm. A crotchety man, not very attractive, Traci was
terrified  of him. He twice had suggested she was entirely too  casual
in  her relationships with her students, wore suggestive clothing, but
had  stopped short of actually suggesting she had affairs  with  them.
She  didn't  know if her actually had any evidence about the  affairs,
but  she  HAD been dressing very erotically all semester.  As  he  had
great  power within the faculty, she didn't dare do anything overt  to
antagonize him and force the question into the open.
     In  a  split instant, Traci feared that if Heather came out  from
under  the  desk,  the professor would have what he thought  were  the
goods  on  her.  Traci pulled up her chair and slid up  to  the  desk,
trapping Heather underneath. In the suddenly dim light, Heather  could
hear the professor's voice and sized up the situation quickly.
    He was saying they were going to have to go over all these folders
and no, they couldn't do it later. It had been put off too many times.
Heather,  realizing they might be hours, noiselessly  twisted  herself
into an Indian squat, facing Traci, head down slightly.
     There, she was facing directly into Traci's twat, totally exposed
to  her because Traci had slid in with her legs open to allow room for
Heather,  and  now, couldn't possibly close them again.  In  addition,
Traci  had  pulled herself up tight to the desk to block any  possible
view  the  old  man  might have underneath. She could  feel  Heather's
breath  on  her  thighs  and,  in spite of  her  instinctive  fear  of
exposure, found her pussy tingling.
     It  was  almost ten minutes before Heather finally  succumbed  to
temptation and the warm smell of a hot pussy and began to slowly stoke
Traci's legs with her fingers. Traci began to panic at the thought  of
this  young girl playing with her lower parts while the professor  was
at  the  desk,  but could think of no way to stop it without  exposing
herself to his wrath. She steeled herself and tried to concentrate  on
what he was saying.
    Heather could smell the rising spunk of Traci's hot, wet pussy and
realized that Traci had no underwear on and she could see right up her
short  skirt. A wet, swollen pussy with a mass of dark hair was hiding
up there, waiting for her tongue. Heather set about inching up Traci's
skirt  so  she could have access. Traci tried every way she  could  to
stop Heather, but slowly the skirt was moved up and her pussy more and
more  exposed. Traci was beginning to feel more aroused and could feel
herself  beginning to lubricate copiously from the feel  of  Heather's
hands  and  her cool breath on her cunt. She slid up to the desk  even
tighter  to  be sure the professor couldn't see, which made  Heather's
task  even easier. This had the additional effect of placing her  full
billowy  breasts  out and on top of the desk and  gapping  her  blouse
further open to reveal a startling amount of cleavage. The top  button
strained to contain the weight. In her hopes to attract Heather, Traci
had  unbuttoned even more of her top buttons than usual to expose  her
chest in a peekaboo style. Now, her chest was pushing the cloth to one
side. Only the merest sliver of fabric now covered her nipples.
    The professor, never having approved of her dress style, never-the-
less had to admit the woman had a very sexy shape, far better than any
woman  he  had  been with. As he put down a folder they just  finished
with,  his  eye caught sight of her boobs, straining out to him,  just
inches  away from his finger tips and his pulse quickened. What  could
this  woman  be thinking? Surely, she knew he had tried  to  have  her
censured for her inappropriate dress. But, he said nothing and  picked
up another folder. He would ignore this breech of decent standards and
demonstrate appropriate behavior. Traci was unaware of her now exposed
boobs,  being  totally distracted to events below  the  desk.  Heather
inched forward slightly and began licking and biting on Traci's  inner
thighs. She slowly worked her way up each leg, alternating, until  she
was just a fraction of an inch from this wonderful, swollen pussy, now
very  wet, just waiting to be eaten. Traci braced herself for the next
step,  a  hot tongue on her clit, but instead, Heather worked her  way
downward  again. Soon she started back up and Traci found her  arousal
beginning  to  grow in leaps and bounds. In response, her  boobs  were
swelling  and  the nipples hardening and extending. This  was  putting
even  more  strain on the flimsy fabric and a button gave way  gently,
one  nipple  partially exposed itself. The professor was now  all  too
aware  that the woman sitting opposite was in an increasingly  aroused
state,  her  breathing becoming shallow and irregular. Her  chest  was
flushed  and her nostrils were flaring, eyes half closed and a  dreamy
look  kept crossing her face. Then, he spotted the exposed nipple  and
his semi-erection became even harder, pulsing as it slid down his pant
leg,  past  the end of his boxer shorts. It was oozing drops  of  thin
lubrication down his leg, but he didn't notice.
     Traci  gradually  realized  through her  growing  lust  that  the
professor   had   stopped   speaking   and   was   staring   at   her.
"Is...some..thing...wrong?"  She found she  had  trouble  putting  the
words  together. Heather was within a half inch of her  cunt  and  her
breath was hot on her wet pussy lips again. If that girl didn't  stick
her  tongue up her soon... A shiver went up her spine and her  breasts
rippled and jiggled.
     The  professor  found it hard to tear his  eyes  away  from  her.
Finally,  making a mighty effort to rise above it all, he  said,  "No.
Let  us  continue. Are you feeling all right?" "I've never...  felt...
more  aware... of... how... nnn... I... feeeel... in...  a...  very...
long...  time." She ended in a gasp and her eyes half closed again.  A
look of sheer lust crossed her face.
     Heather was slowly licking the cunt lips, up and down, licking up
the  copious fluid flowing now from Traci's well. Traci's  lower  half
was  developing a life of it's own, twitching and pumping in  reaction
to  the nerves being set on fire between her legs. Tremors were racing
up and down her spine. She was leaning forward even harder against the
desk,  trying to control her body movements. The only real effect  was
that  both of her breasts were now completely exposed, nipples swollen
and  erect, pulsing erratically in rhythm to the pulses flying up  and
down  her backbone. The professor was now fully aroused from  all  the
action.  The smell of this woman in heat filled the room and the  heat
in  his  groins swelled to the point almost of pain. In spite  of  his
attempt  to  stay detached, a hand strayed down to rub  his  erection.
This  had  to end, but he didn't know how. The woman was clearly  very
hot and getting hotter, but had made no sign to him that he was in any
way  to  be  involved. She apparently was having some sort  of  sexual
spell and was completely aroused. His own lust was answering her's.
    Traci was being whip-sawed as Heather's tongue  continued to trace
the  swollen fullness of her pussy. Heather was hot herself  and  soon
began probing with her tongue deep into Traci's hole while a hand down
her jeans found her own swollen clit.
    "Unnnnnnnnn.....", Traci tried to make sense.
    "What did you say?"
     "I.  I... said ....Nnnnnnnnn. NMMMMMMM...", she felt herself ooze
into  the tunnel of sensations that meant she would pop out the  other
side  in orgasm. Unlike a man, there was no way to pinch off the  flow
and  block  it.  The professor's hand stayed in place  and  picked  up
speed.
     Traci could feel her back beginning to stiffen. Her breasts  were
shimmering and shaking as the muscles in her body trembled and  shook.
Her   breasts  lifted  clear  of  the  desk  and  separated,  offering
themselves  out to him, waves of jiggles bouncing them around  as  her
body shook and trembled.
     Heather  had  no where to move, but her pussy was soaked  and  on
fire. She could feel the orgasm building in her cunt as her clit  shot
sparks  to  her  brain each time she stroked it. She got  two  fingers
inside and began to pump her twat. Her own body wanted to release, but
she  fought it. Traci knew she was going to come and Traci gave up the
fight  as  Heather's  tongue hit every nerve that  counted  and  Traci
stiffened as the moment arrived in a rush. Her flat stomach rippled as
she went out of control.
     Her eyes were shut, mouth open, head now back, hands gripping the
edge  of  the desk. His eyes moving between the bouncing tits and  the
lustful  look  on  her  face, the professor's hand  moved  faster  and
faster, his cock feeling like it would explode from the tension.
      Her  lower half was now rigid and then it hit her, rolling  from
deep  inside, pumping wetness out onto Heather's waiting tongue, rolls
of  passion  flowing  up her belly and bouncing her  tits  in  a  wild
pattern.  "Ughnnnnnnn.  Gunnnnn. Gggnnnnn."  She  grunted  and  moaned
softly, completely unaware she was making noises. Under the table, the
cunt  spasm  that grabbed Heather's tongue set off her own orgasm  and
she shook and moaned very quietly into Traci's cunt, which blocked the
noise.
     His  rock hard, straining cock could take no more and it exploded
down  his  leg,  again  and  again.  The  professor  was  shaking  and
trembling,  his hand still stroking the pumping cock,  eyes  fully  on
this totally sensual, exposed woman. He himself had never been so  hot
in  all his life. Heather's tongue worked even harder and before Traci
could  come  down from the first orgasm, she was thrown into  another,
even stronger than the first.
     "Goooooddddddd. Ung. Ung. MMMMNNNNNNn...", she was  sweating  and
shaking, her ass bouncing on the seat, thrusting into Heather's mouth.
The  professor calmed down and was shocked to find he had just  jerked
off  in front of this still-climaxing woman and was now in an unseemly
state,  with his pants stained dark with running come. The  woman  was
still   in  an  eyes-closed  trance  of  lust,  shaking  and  moaning,
apparently  having  one orgasm after another. Seeing  his  chance,  he
quickly picked up his papers, held them in front of his now limp  cock
and large wet stain, and departed as quickly as he could.
    Traci was unaware he left, being deep into a third orgasm that hit
her,  moving up her spine and exploding deep in the base of her brain.
She  groaned loudly, stopped breathing, and then, passed out.  Hearing
the  professor depart, Heather finally stopped and managed to push the
chair back slightly on the tile floor and crawl out. The professor was
no where to be seen and Traci was sprawled in her chair, her chest out
and  hanging  down  below the desk, blouse open, unconscious.  Heather
straightened Traci up, sucking hard on each nipple, then buttoning her
blouse and pulling her skirt down. The bottom of the skirt was a  pool
of pussy juice. She lowered Traci gently onto the desk on folded arms,
picked up her things and left the classroom.
     Traci  awoke  shortly and tried to figure out what had  happened.
Heather  was  gone and there was no sign of the professor.  She  could
only  fear the worst. How could she have let this happen? She departed
knowing  she  must have lost her job, but in the next  few  days,  the
professor's attitude toward her had apparently totally changed and she
found  she  now  had  a  strong ally in the  department,  exactly  the
opposite reaction she expected from him based on her behavior. And she
still  hadn't  found  a safe way to seduce and bed  Heather.  The  hot
little  bitch  had  now  made her come in her  class  and  then  taken
advantage  of  the situation to eat her out right at  her  desk  right
under  the  eyes of the department chairman. More than ever,  she  was
determined to fuck her before the end of the semester. Every time  she
day  dreamed  about  Heather, her nipples  hardened  and  she  heavily
lubricated.  Now  a  hot,  wanton woman, she  went  from  day  to  day
conspiring to fuck her. Her turn had to come soon.