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"Mr. Mansfield?" Janice Cramer, a junior from my 5th period history class, is at the door of the classroom. She's one of my favorite students, both this year and last, when I taught sophomore history.

"Yes, Janice?" I ask.

"Could I talk to you for a minute?"

"Sure," I say. "Come on in."

Janice is a pretty girl, about 5'6", with a trim body, brown hair and green eyes. Today, she is wearing a form-fitting top that doesn't quite reach her short skirt, revealing a line of skin around her middle. Janice walks over to my desk and sits down in the chair at the side. She looks uncomfortable but determined.

"Yes?" I prompt, when she doesn't speak for several moments.

"Mr. Mansfield... I need some help."

I push back in my chair and give her my full attention. I try to be available to my students, and Janice is worth helping. Plus, I like looking at her, especially her young, firm breasts, which ride high on her chest. They are not especially large, but large enough. The tight top she is wearing today certainly calls attention to them. I try not to ogle her too obviously.

"Is something wrong?" I ask.

"Well, I guess. I need to talk to someone."

"You can talk to me," I assure her.

"Will you promise not to tell anyone?"

I think for a moment, then say "I can't say I'll promise without knowing what you're going to say. But I won't talk about what you tell me without your permission unless it's really important, and then I'll tell you what I think should be done and try to get you to agree."

She thinks about that for a while. Then she sighs.

"Well, what I need to talk to someone about is my boyfriend, Jimmy. He's sixteen, and... he's older and... well, he wants me to have sex with him."

Several thoughts dance into my mind at the same time. I know this is an important subject to kids of this age. I know things have changed a lot since I was that age. I wonder why she's asking me instead of one of the women teachers. And the thought of some teenage boy groping those marvelous tits, or sliding a hand under that tight skirt to the treasures beneath it, or rolling on top of her and pushing his little teenage dick into her tight teenage pussy is highly erotic. I feel my own cock stir in my pants.

"That's a tough one, for sure," I say. "The important thing at your age is not to be pressured into doing something you don't want. I know you've probably heard it a thousand times, but you're still young, and you've got lots of time to get around to sex. There's no hurry."

"I know that," says Janice, glancing up at me. "I've been thinking about it a lot, lately. Jimmy and me... well, we've been getting pretty close, I guess. He wants me to, sure, and sometimes I want to, too."

"Yes...?"

"Well, in fact, I think I've decided to go ahead."

My cock jolts into erection. This nubile girl, scarcely more than a child, is talking to me about having sex. I have no idea what to say.

"Uhhh... Maybe you should think it over carefully," I say, stupidly.

"I have thought about," Janice says. "It's not... it's not a question of whether..."

"Do you really think Jimmy is mature enough?"

"Well," she says, looking me in the eyes, "no. That's the problem."

"I don't understand."

"Jimmy's a great boyfriend, but, well, I think making love the first time is something really, really special. I want it to be right. And I don't think Jimmy is the right one, not for my first time."

She is looking right at me. She sucks in a large breath and then sighs, which makes her teenage tits rise pertly and then settle back.

"What I want," Janice says, "is for someone to teach me about making love. Somebody who knows what he's doing and can show me." I can't say anything. My mouth is open, but nothing will come out. "I mean, my boyfriend wants to bad enough, but he doesn't know anything. He's never done it either. And I want the first time to be good and right, not some clumsy fumbling foul-up in the backseat of a car."

In a sudden flash, I begin to suspect where she's going with this. I try to stop her, to say no, but nothing comes out.

"I've always thought you were a special person, Mr. Mansfield. You seem to remember what it's like to be our age. And when I started thinking about this, about wanting it to be right, that's when I started thinking that someone like you would be the right person to show me." Her eyes finally leave my face. She looks down at her hands. "Would you? Would you teach me? About love?"

I am dumbstruck. As a teacher of high school girls, I have had fantasies before, but I never had any thought that they might really come true. I have daydreamed, and I have even masturbated over visions of sex with a couple of students, but I had never made and would never make a move toward realizing it.

"Well, Janice," I say, clearing my throat, "this is hardly appropriate..."

"Mr. Mansfield," Janice says, cutting me off, "I know all the things you're going to say. But I've thought it through, and this is what I really want. I've got it all figured out so we won't take any risk, and I'll never, never tell anyone."

The long, awkward conversation that follows would take forever to relate, and it all goes for nothing. I try to sidetrack Janice, offering many reasons why it's a bad idea. I am scared, for one thing. Sex with a teenage girl -- a student -- would be certain ruin, maybe jail. But Janice counters everything I say. She has it all planned. She knows where we could go, and nobody would ever know. She's already taking birth control pills, so there's no danger. She is determined. If I won't do it, she'll find someone else. But she wants it to be me. She likes me and trusts me.

Finally, I wear down. The truth is that my mind is screaming "No, no!" but my cock is begging "Yes, yes!" At last, hesitantly, I agree, and Janice rewards me with a huge grin. We make plans to meet at her uncle's cabin by Fisher Lake on Saturday.

We arrive at the cabin by the lake in separate cars. I turn off the main highway, go down a side road about three miles, and take the gravel road back into a section where summer cottages are spread out at wide intervals. At her parents' cabin, I turn in, drive into the woods about 100 yards through several turns, and pull up in front. Janice's car is already there. We are completely hidden from the road.

As I climb out of my car, Janice comes out onto the cabin's porch. She is wearing a t-shirt and tight, cut- off shorts. Her arms are wrapped around herself, hugging those precious tits.

As I step up onto the porch, she comes close and, raising up on tiptoes, kisses my cheek.

"I wasn't sure you'd come," Janice says. "Thank you."

"Is there any point in trying to talk you out of this?" I ask, hoping she'll say no.

"No," she says. "Let's go inside."

The cabin is one large room, with a sofa and two chairs clustered near the fireplace on one wall, an open kitchen, and an alcove with a bed next to a door that presumably leads to the bathroom. The bedspread has been pulled off the bed and is lying, neatly folded, across a nearby chair.

We stand awkwardly for a moment. I realize that the time for passivity has ended. If I am going to do this, if I am to show Janice what she wants to know, I must take charge. After all, I'm supposed to be the expert.

"Come here," I say, holding out my arms. Her arms still folded under her breasts, Janice moves to me and into my arms. I wrap them around her and give her a reassuring hug. "How about a kiss?"

She tilts her face up and offers her soft lips to me. I touch hers with mine, gently, savoring this first kiss. With my tongue, I trace along her lips, and Janice opens them to me. I slip my arm around her neck and pull her to me. I slide my tongue into her welcoming mouth; her tongue meets and plays with mine. Her arms relax to her sides, allowing her breasts to press against me. Then Janice throws her arms around my neck and kisses me back eagerly, openly. She presses against me, sucking my tongue, letting her entire body flow against mine.

"Ummmmm," Janice says when we break the kiss, "you kiss good."

"Thanks," I say, "but kissing takes two people. You kiss good, too. I don't think there's anything for me to teach you there."

Janice slides her arms down from my neck and takes one of my hands in both of hers. Backing up, still facing me, she begins to pull me toward the alcove bedroom.

"But there are other things I want to learn," she says. "Why don't we get started?"

Janice walks me into the alcove and to the bed. She sits down and pulls me down alongside her. Turning her face up to me again, she invites another kiss, and I am happy to oblige. The kiss begins gently again but soon heats up. I push my tongue into Janice's mouth and she welcomes it eagerly. Then I pull my mouth away and nibble down her neck with lips and teeth to the sensitive area at the base of her neck, pulling her to me. Her slim body seems small in my arms, but her firm teenage titties press against my chest.

We fall back slowly onto the bed. I raise up over her on one elbow and, looking into her eyes, slide my hand under the bottom of her t-shirt and slip up over her ribs to cup her breast. Janice presses up against my hand, pushing her tit against my palm. I squeeze and mold it. My thumb glides over the top of her tit, feeling the nipple respond through the material of her bra.

I move my hand to her other breast and fondle it for a while. Then I pull my hand back to grasp the bottom of her t-shirt and push it up and over her tits. Her peach-colored bra is cut low, revealing the tops of Janice's breasts almost to the nipples. I kiss and suck on the tops and down into her cleavage, then run my tongue under the edge of the bra cups to tease her nipples. Moving from one to the other, I soon have both nipples erect.

"Ummmm, that feels so nice," Janice says. "Boys are obsessed with girls' breasts, but they sure don't know how to treat 'em. They're always grabby, not gentle and sensitive like you are."

"I'm obsessed, too," I say, "just a little more reverent." I work my tongue into one bra cup and capture a nipple, sucking it into my mouth. After a couple of long, strong pulls at the nipple, it goes from erect to almost hard, swelling in my mouth noticeably.

"Would you like me to take my bra off?" Janice asks. That seems like a great idea to me. I pull back to give her room and help her strip off her t-shirt. Then I reach under her back, find the clasp, and quickly release it. Slipping the straps off her shoulder, I pull the bra away from her body, revealing her young teenage tits to my view. Although Janice is lying on her back, they are firm enough to flatten only a little from gravity, thrusting up from her chest in proud glory.

"Oh, honey," I tell her, "you're just gorgeous. So pretty. Let me kiss them."

And I do, sucking each nipple in turn, then opening my mouth and pulling as much of her firm tits into my mouth as possible. After playing with them to my heart's content (temporarily, at least), I move my kisses back up her neck and onto her sweet, responsive lips. We kiss passionately. I pull her against me. Then, wanting to feel her naked tits against me, I strip off my own t-shirt and press them against my own breast, flattening her tits against me, the nipples burning like hot pebbles on my chest.

After several minutes of hot kisses, I slip a hand between Janice's knees and rest a palm on her thigh. Her response is to relax her legs, allowing her knees to drift apart. I move my hand down to her crotch by slow degrees and cup her pussy through her jeans.

"Ohhhh," Janice moans softly. "Ummmm... yessss!" She moves her pelvis up against my hand, pressing her pussy to me. I press against her snatch, feeling the warmth and faint dampness. I push my fingers into her slot as best I can through her tight jean cutoffs.

Janice moves a hand down to my waist, then slips it between us. Her fingers touch my erection through my pants, and it swells up in response. Janice cups it in her palm, slides up and down along my cock, then grips in her slim fingers.

"Oh, honey," I say, "that's the spot. I like what you're doing." I hunch my hips, stroking myself against her clutching hand.

"I guess guys like to be touched as much as girls," Janice says. "Jimmy wants me to touch him, but if I do it very much, he pushes my hand away. Says I'll make him shoot in his pants."

"I can understand that," I say. "If you kept that up very long, I might cum in my pants, too."

"Ooh, we don't want that, do we?" Janice says, smiling up at me. "But... what should I do about Jimmy? Should I take it out?"

I don't see how that would keep Jimmy from cumming, although it might save his pants. But I very much like the idea of Janice taking my prick out of my pants and holding it in her hot little teenage hand.

"Well," I tell her, "it depends. If you're going to make love, you're going to have to take it out sooner or later anyway. And if you're not going to make love, you can do other things that are a lot better than making him cum in his pants."

Janice seems to like the idea of touching my naked cock as much as I do. At least she wastes no time in reaching for the button of my slacks. She fumbles with it awkwardly for a few moments until I reach down and help her release it. Janice grasps my zipper and tugs it down. Then she puts her warm, moist palm on my stomach and slides her hand under the elastic of my undershorts. My rampant cock is right there, sticking up along my stomach. She runs her hand down its length to the base, then moves up slightly and wraps her fingers around my prick. I moan in delight.

"Ummmm, you seem to like that," Janice says. "Does that feel good?" She knows damn well it does, I'm sure.

"Oh, yeah, baby, I like it a lot," I tell her. "That's right. Hold it like that, and move your hand up and down."

She jacks me off inside my shorts for a while. My hand is cupping and pressing against her pussy. I'm eager to get my hand on her naked cunt, but I'd like to get her mouth on my cock even more. Janice pushes my shorts down, exposing my prick. She looks down as she wraps her fingers back around it and jacks up and down.

"Uhhh... you said there are other things?..." Janice says. "Like what? The girls talk about... blowjobs... but I don't know what that really means. Does it mean... kissing you... down there?"

"Yes, something like that," I say. "It's kissing and a lot more."

Janice ponders that a moment.

"Well... would you show me how? I want to learn to do it."

"Sure, if you want to," I say. I pull my arm out from under her. "Here... Let me sit up." Our legs are still draped over the edge of the bed, so when I sit up, I'm back in my original position, sitting on the side of the bed. "Let me see," I say, thinking. "I think the best is for you to kneel on the floor between my legs."

Janice sits up, too. Her torso is covered in a faint sheen of perspiration. Her firm tits jut out from her chest, the nipples still enlarged, pouting out from the tips of her breasts. As she slips down onto the floor, I raise up and shuck my pants down to my ankles, kick my loafers off, and drag both my pants and socks off my feet at the same time. I am completely naked, now. Janice still has on her shorts, but is otherwise bare.

She kneels between my legs and grasps my cock again in her right hand, stroking up and down on my hard-on. She looks up at me.

"I... I don't know what to do," Janice says. "Tell me."

I lean back on my hands.

"You take it in your mouth," I tell her. "You don't blow on it. It's more like sucking on it. You use your mouth like your hand, or like your pussy. Slide up and down on it with your mouth, using your lips to hold it."

Tentatively, Janice moves her lips toward my rampant hard-on. She licks her lips and opens her mouth. I feel her warm breath as she lowers her head and then the feathery touch of her soft lips on the end of my tool. Slowly, the pretty, brown-haired teenager takes the head of my cock into her mouth.

"That's right," I tell her. "Now, suck on the end of it." I feel the suction of her mouth as her cheeks hollow. "Use your tongue," I say. "Move it back and forth and rub the underside of my prick. It's real sensitive there, just like your clit."

Experimentally, Janice slides her tongue from side to side under the head of my dick. Then she does it the other way, extending and retracting her tongue to rub up and down along the length of it.

"That's very nice, Janice," I tell her. "That feels good. Now, take a little more into your mouth. But watch your teeth. Don't let them touch me. Use your lips to cushion them."

She moves her head forward a little, sliding her lips down my cock. They grip the diameter of my prick like a soft, constricting band moving down the shaft. The head slides along her tongue.

"Go farther," I say. "You can take more. With more practice, you should be able to take it all, or almost all."

Janice presses forward a little more. I feel the tip nudge the back of her mouth. Suddenly, she gags, draws back and pulls her mouth off of me.

"That's okay," I tell her. "You'll get used to the feel. Wrap your hand around me, just in front of your lips, and use it to control how deep I go.

Janice takes my prick in her right hand and uses it to guide my cock back into her mouth. She holds her lips tight and pushes her head down over my dick, allowing the gradually increasing girth to push her mouth open. I slide into her innocent, teenage face. Her hand slips down my cock in front of her lips, gripping me firmly but sliding in the slickness of her previous effort. I touch the front of her throat again, but she doesn't gag this time. She moves her head in a small circle and my prick rolls around in her mouth. Then she pulls back, sliding up my cock again until just the head is still in her.

"That's right, baby," I say. "You want your hands and mouth to work together. Your hand should grip me like a tight pussy, sliding up and down. Your mouth adds to it, something special no pussy can do. Work on the head when it slides in, like you did before. Twist your head from side to side, and turn your hand on it, back and forth."

Janice keeps working on my prick, trying to do as I tell her. She's awkward at first but grows better at it with practice as she continues to mouth my stiff dick. She slides her mouth and hand up and down it, twisting her hand around each time she pushes forward to take it in her. Watching this 17-year-old suck on my cock is one of the sexiest things that has ever happened to me.

"That feels very good, Janice," I tell her. "It's not just the way it feels, though, it's the way it looks, too. You look very sexy. It's a real turn-on to see my cock sliding into your mouth, to see your hand on my prick and feel it sliding up and down. Does it turn you on? Do you like the feel of my cock in your mouth?"

Janice looks up at me and smiles around the tube of man-meat she is sucking on. She slips me out of her mouth but keeps her hand on me, jacking up and down on my prick.

"Yes," she says, "it really does turn me on. Look at my nipples-- they're hard as rocks. I can feel them tingle. And my... my pussy,too. It keeps twitching inside-- kind of like your... your cock does when it's in my mouth. It make me feel-- I don't know-- like powerful or something. I can tell you like what I'm doing to you. I can tell I'm turning you on, making you sexy. I like that. And I like the feel of your cock in my mouth and the feel of it in my hand. It's like hard inside and soft outside, real soft and smooth."

I reach down to her pert, young tits and cup one in each hand. Her taut nipple press against my palms. I squeeze them firmly, then pinch her nipples and pull on them. Janice closes her eyes and rocks her shoulders back and forth. Then she opens her eyes and guides my cock up to her mouth. Instead of taking it in, though, she holds it up straight and licks at the underside.

"Oh, yes, you little honey," I tell her. "That feels good. Suck me again." She slides her mouth over my prick and pushes her head down onto it. "Oh, yes," I say. "That's very nice."

Janice continues to give my cock a good working over. Clamping her lips around me, she rocks her head back and forth, sliding her lips along my prick. I start pushing my hips up to meet her downstrokes, then pulling back slightly to drag my cock out of her mouth through her clutching fingers and sucking, licking mouth.

"Are you getting real turned-on, Mr. Mansfield?" she asks. "Would you cum if I keep doing this?"

I smile at her weakly. "Oh, yes," I say. "I could definitely cum if you keep doing that. Do you want me to?"

Janice cocks her head as she considers. Almost absent-mindedly, she continues to move her hand up and down my prick.

"I don't know," she says. "If you do, does that mean you won't be able to... You know what I mean. You know what I really want. If you cum in my mouth, will we still be able to do that?"

"Well," I say, "I wouldn't be able to do it again right away, but we've got lots of time. I'm sure we'd find something to do in the meantime until I'm ready again."

Janice leans down and kisses the head of my cock.

"Well," she says, "I'm really tempted. I mean, I've never seen a guy cum before. Except for the time Jimmy did it in his pants. But if I make you cum, what happens... I mean, what about... you know."

I reach down and stroke her hair, then move my hand down to caress a tit.

"Well," I say, "you know what's going to happen then. When you make me cum, I'm going to shoot my seed out of the end of my cock. What you do then is up to you. Some women don't like it. They may put a hand over the end to catch it, or just move away and let it shoot out. But the best thing for me is for you to take it in your mouth."

"Ewww," says Janice, wrinkling her nose. "What does it taste like?"

"Oh, creamy, stringy, and a little salty," I tell her. "You may not like it at first, but most women get to like it. Most of them just swallow it down. Some spit it out afterward. Swallowing it is real sexy, though, for both of us. It's like you make me cum harder by keeping on while I'm shooting, and if you swallow it while it's happening, it's like I'm shooting it right into you and you're taking everything I've got to give."

"Is that what I should do with Jimmy?" Janice asks.

"If you want to do it the best way, yes," I tell her. "A woman who drinks a man's cum is giving him the best she's got. I can't explain, really, but in some ways it's even more intimate than making love. You're not getting anything yourself, you see. You're doing it all for him, and making him cum as hard as you can. It's sure as hell sexy, I can tell you."

"Then I guess I should learn," Janice says, after thinking it over for a moment. "I guess I want to make you cum in my mouth. Would you like me to?"

"Yes," I say. "Yes, of course. I want to cum in your mouth, baby. Make me do it."

Janice looks at me and moves her mouth back down to my prick. She licks the head and the underside, holding me in one hand and lapping her tongue up it like it was an ice cream cone. Then, raising up on her knees, she pushes her mouth down onto my cock and begins to give me a vigorous blowjob.

She bobs up and down on it, licking and sucking. When she has me as deep in her mouth as she can take it, she twists her head from side to side while pressing her tongue up against my prick. Using her hand like an extension of her mouth, Janice slides her fingers up and down my pole, milking it, squeezing it in her hot, slippery grip.

For an amateur, she has learned very quickly. It feels incredibly good. And I'm turned on by this young girl going to town on my cock, plunging up and down. Her firm, young tits bob up and down with the motion, her nipples standing out like hard buttons. My prick slides through her clutching fingers and into her young but eager mouth, which is stretched wide by the size of my tool. When she pulls back, her lips are pulled outward to drag along the stem, and her fingers rub along the sensitive area underneath.

"Oh, that's really sexy," I say. "It feels really good, Janice. Yes, baby, that's right. Suck my cock, honey. Squeeze it. Yes... yesss. That feels so good. Oh, your mouth is so hot, baby. Go down on me. Suck my dick. Oh, yes."

Janice is really going after me now, sucking hard on my cock and jacking up and down on the shaft. Her mouth is making little smacking sounds as she pulls on it. I can feel my cum start to build.

"Yes, baby. That's so good," I tell her. "You're gonna make me cum, all right. Do you want it, baby? Do you want my cum? Do you want me to cum in your mouth?"

For an answer, Janice increases her efforts, twisting her head back and forth on my cock, her hands flying up and down, her fingers gripping me tightly and twisting around on my prick. She's making little whimpering cries with the effort, urging me on, urging me to shoot my load into her tender, young mouth.

"Oh, yes," I moan, the cum rising in me. "Yes, baby, I'm going to do it. Oh, god, baby. Yes. Yes, here it comes. Oh, oh, AHHHHH!"

The cum boils out of me. I shoot one, two, three hard jets into Janice's eager, sucking teenage mouth, followed by several more weaker spurts. Janice hesitates briefly when the first shot of cum blasts into her. She almost chokes, but then she swallows and keeps on sucking and jerking on my cock, milking it with her fingers, urging me to shoot more of my cum into her welcoming mouth. She keeps on squeezing and sucking and swallowing until I am completely spent, drained, exhausted.

"Oh, god, baby," I tell her, "that was so good. You really made me cum hard."

Janice lifts her head off my cock and grins at me proudly.

"Did you really like it?" she asks. "Was it good? Did I do it right?"

"You did beautifully, honey," I say. "It was really sexy and wonderful. Did you like it?"

"I wasn't too sure at first," Janice admits. "That first shot of cum, I guess I didn't know what to expect. But it felt so sexy to make you shoot like that, and there was more cumming, and so I just swallowed it and kept on and it wasn't bad at all, just a little strange at first."

There's a dribble of cum that has escaped from her mouth and is running down her chin. I reach out and use a finger to wipe it up, then offer it to her mouth. Without hesitation, Janice opens her mouth and sucks my finger in, licking the cum off it. She works her tongue around inside her mouth, gathering up remnants, and swallows again.

"It's kind of sticky," she says.

"Yes," I say, "but you'll get used to it."

"I think I already am," Janice says. "I liked the way it felt. I liked making you cum and making you shoot into my mouth."

I pull her up to sit on the bed beside me. We hug and kiss for a while. I enjoy the feel of her firm, young tits against me. Our kisses grow increasingly passionate, and I lay Janice down on the bed, snuggling her close to me. My leg slips between hers, and I press it up against her pussy, still covered by her shorts. Janice presses back against me, rubbing her still-virgin cunt against my leg.

After a bit of this, I pull my leg away so that I can unfasten her shorts and work the zipper down. Then I slide my hand over her slim stomach and into her panties. Her pussy hair is still somewhat sparse. My finger finds her slot and slides along the lips, which are slick and wet with her juice. Without trying to penetrate, I work my fingers between the lips and stroke her cunt, making sure that the base of my finger rubs up against her clit.

Janice hugs me tightly, eyes closed. Her lips part, and her breath is rapid. When my finger strokes along her clit, she sucks in air through her teeth and moves her hips in response. Carefully, I slip the tip of my finger into the start of her fuck channel and work it around, then push in a little farther. Now, as I stroke Janice's cunt, my finger slides into her virgin pussy about an inch on each downstroke.

But it's cramped inside her tight shorts and panties. I withdraw my hand and start working her shorts down over her hips and, after a moment, Janice helps me. She lifts her hips and we gradually get the shorts down onto her thighs. Then I push her panties down, too, and drag both down her legs and off her feet.

Janice is trying bravely not to be shy. The teenager keeps her eyes closed except to look up at me once to see that I'm looking at her, not her pussy. She has pulled her legs together. I put my hand on her snatch and push between her thighs, beginning to stroke her again. Gradually, Janice relaxes, letting her thighs open to my hand. Before long, they're wide apart, giving me maximum access. I slide my finger up and down in her slot, push it back into her young pussy, and then move up to the top to stroke and roll her clit. She shudders with desire.

"Well," I tell her after a while, "I think it's time for me to return the favor."

Janice opens her eyes and looks at me uncertainly. "What do you mean," she asks. "I mean...Well, I don't..."