Ms. Matheson

As Ms. Matheson walked into the room, I felt my cock twitch.

That wasn't unusual. Even at 48 years of age, she was the most beautiful woman I had ever seen. She was also the best English teacher I ever had. In my final year of high school Ms. Matheson had been the first person to give me some direction in life. I was going to university to become a writer. Ms. Matheson obviously cared about each of her students, and wanted to see them all succeed.

But there was a slight edge to Ms. Matheson. Though her face showed some signs of age - laugh lines and perhaps the makings of some crow's feet - her body seemed that of a woman half her age. Still, it was that matronly feel that added even more lust to my 19-year-old mind, heart and body. Her exquisite form was the product of both nature, and regular workouts. And Ms. Matheson dressed to show it off. Her manner of dress wasn't slutty, mnd you, but probably just barely on the respectable side for the decision makers at the school board. Tight, short skirts and dresses gave me a great image of her strong, sleek legs each day, as well as her ample but tight ass.

She alternated between a wide variety of tops. But even the colourful and somewhat baggy blouses couldn't help but accentuate the curves of what appeared to be hand-crafted boulders on her chest. Sometimes she was covered to the neck in something just short of skin-tight. Once in a while there was a hint of gorgeous cleavage. Each day was a surprise.

Sometimes she wore her black hair up in a tight bun, other times she wore it down and it hung almost to her shoulders. There were streaks of grey and she made no effort to hide them.

Today, she was wearing a loose red blouse, and a tight black skirt that almost reached her knees. Despite the relative bagginess of her blouse, as usual her large breasts were prominant. As far as I was concerned, there wasn't one flaw with her body. There were the signs of age, in her face as I said and perhaps a little thickness around the middle, she wasn't model thin. But everything was in perfect proportion.

On this particular morning, we were receving one of our final essays back. I was nervous as usuaal - but I had already been doing quite well in Ms. Matheson's class. She was demanding but fair and obviously cared about all her students. I had been encouraged by her and was working hard. I'd pulled up my dangerously low C to a B+. I would need at least an A- to get into the school I wanted.

Most of the period went as normal. We discussed a few issues that were in the news that day. Then the class did a brief writing assignment on a short story we'd read for homework the night before, and had some quiet reading time for our class novel. That's when Ms. Matheson began handing out the marked essays.

I peered over the top of my book and followed her around the classroom, as I always did. My fantasies about my gorgeous and sexy english teacher were limited to my mind and my wet dreams at home. At 19, I had kissed a girl once and made out a little bit, but had no experience beyond that. Once a girl I met during a summer trip with my family got as far as pulling my 4 inch penis out the zipper of my jeans. She gave it a few tugs, watched my ejaculate dribble out almost immediately and laughed out loud. I certainly was no stud. "You must be so embarrased," she said to me. "You're such a little shit!"

When my paper dropped on my desk, I was surprised. There was no mark, no grade, just the note: 'Please see me' written in red ink. As the bell rang and everyone else left, I remained in my desk dumbfounded. A friend asked if I was coming. I said, not yet, I had to talk to Ms. Matheson. She followed the last of the students out the door then closed it and stood for a moment with her back facing me.

Ms. Matheson turned all of a sudden and walked briskly to her desk at the front of the room. She spoke without looking in my direction.

"Steve, I wanted to talk to you becuase your essay was not nearly up to your usual standards." She finally turned in my direction. With what appeared to be a slightly mischievous grin on her face, she strutted over to me and sat down on the desk in front of me, crossing her legs and danling them into the seat in front of me.

"It's much too late in the semester to be falling down this far," she said, looking directly into my eyes. I noticed her leaning over slightly to scratch her ankle, then lean back as she rubbed up her beautiful leg, resting her hands on her knee. Ms. Matheson wasn't a body builder, but whenever she stretched or flexed her legs, you could see the muscles in them rippling. The muscle tone in this woman's legs was incredible. And now those legs were right in front of my face.

"Your final grade is back to hovering at a low B, and I'm aware you need at least a low A to get into Eveland," Ms. Matheson said. Her voice sounded different. The regular linting and caring sound wasn't there. There seemed to be a coldness. Still, my small dick was pressing against the inside of my jeans. My heart was pounding, and I felt torrents of sweat rolling down my sides.

"You've seemed distracted. And I feel it may be my fault," she said.

I must've knitted my brow and looked at her in confusion.

"Well, I've spoken to some of your other teachers and they haven't noticed the same problems. It only appears to happen in my class. And no one else I've spoken to has noticed that little bulge in your pants, like I do every single day."

I gasped. I couldn't believe Ms. Matheson said that. I was completely speechless, and was probably slipping into some form of shock. I was frozen. She continued.

"You may not know that my husband and I have been separated now for six months. You've probably guessed that I"m a very sexual woman. Actually, I love sex Steven. And my husband hadn't been satisfying me for some time. I've been thinking I need a young stud to fuck me once in a while. And, quite honestly, I've always thought you were kind of cute."

As she spoke, she started undoing the buttons on her tight red blouse.

"So I decided. I can ensure you get the marks you need, if you do everything I ask, and keep your mouth shut about it. I'm sure you realize a teacher can't have sex with one of her students. That is, no one could know about it. I'm sure you'd be flattered to be my young stud. But, if you tell anyone, I'll deny everything I've done, and tell them that you had been sexually harassing me and threatened to make up this story if I didn't have sex with you. Your marks are already dropping, so not reaching the A- you need wll be no surprise. Besides, no one will ever believe you. And when they see your marks, they'll think you are trying to get back at me."

Her blouse fell to the ground, revealing a beautiful red bra, barely holding in a quarter of her meaty breasts. They were crammed into the material. They were the most beautiful thing I had ever seen to that point in my life. I thought I was about to cum in my pants, and again took a gasp of air.

Ms. Matheson reached out and somehow stood me up with one hand. In another motion, she stood up in front of me - she was about an inch taller than me. She smoothly unbuttoned and unzipped my jeans, shoved them down to my ankles, then pulled my briefs down to just below my balls. I was frozen in fear and shock.

My four inch erection pointed straight out at her.

"Oh, my," Ms. Matheson, looked shocked. Then she grinned. "That wasn't at all what I expected."

She slowly shook her head back and forth. Then she lifted her head up and looked me directly in the eyes.

"I'm very, very dissapoined, Steve."

Ms. Matheson leaned forward and crouched down to get a better look at my tiny cock. Her nose nearly brushed against it. When she spoke next, I could feel her hot breath on the end of my cock.

"Oh, my God, you're certainly not a man. Shit - I went through all this trouble, with great expectations, and you don't even have a cock to offer me. Hold on a second, here. You're obviously not very proud of it, either. And, heh, you seem a little nervous there, baby. Have you ever even had sex before, Steven?"

I just shook my head, no. I was on the brink of tears. My dream woman, my best wet dream, was humiliating me. She was right. I knew I wasn't man enough for her. I couldn't believe how lucky I was to be in this situation, and yet I was scared shitless. And I really didn't have anything to offer my dream woman when she came looking.

Now, she just laughed at that humiliation.

"Hee heee hee. My God! A 19-year-old virgin. That's no surprise, given the limits of your manhood. Oh, baby. What a little baby you are. ha ha ha!"

She reached out, roughly grabbing the back of my neck and pulled me in close for a harsh kiss. Her tongue darted through my mouth, as she pulled back, she bit my lower lip. It felt like she drew blood.

My small dick brushed against her hip, still covered in her short black skirt. Precum oozed out.

"My little baby's gonna get fucked for the first time."

It almost sounded like a threat. I shivered at her words.

Ms. Matheson popped off her bra, finally exposing her breasts completely. She unzipped her skirt, stepped out of it and her red thong underwear. She had a thick patch of pubic hair. Ms. Matheson pushed me right to the floor, where I landed with a thud and a grunt.

"This might hurt a bit, little baby," she whispered, then seemed to jump down on me, forcing my virgin cock into her beautiful pussy. The sensation blew me away. I couldn't figure out what I was feeling. She rolled over so that I was now on top. But her lower legs were hooked around mine. I couldn't get away. Her hands were on my face, stroking, caressing and scratching me.

"Fuck me, baby. Put your little cock in me. Don't you want to feel your cock inside me? I'm sure you dream of it. It'll make your tiny cock feel so good. C'mon baby put your....Hmmmph. ooops," she giggled. "I'm sorry. I forgot, baby. You're cock IS inside me. I can't even feel you in there! It's so tiny, baby!"

She guided my hips up and down with her hands, basically doing all the work for me. I was still in shock, and scared to death. She was so strong. I was completely in her control. She dug her sharp fingernails into my hips. I felt pain, and ecstasy at the same time. But I didn't understand any of it. For some reason, I felt myself start to cry. I was sobbing.

"Oh, baby. My baby's crying. C'mon baby, fuck me with that little dick. In and out, that's it. Are you' doing it yet? Yeah, I can see it, but I can't feel it. Fuck Ms. Matheson, you lucky little baby. Fuck me, you shit. C'mon...fuck me. Fuck me, little dick baby. Be a man. Hah hah, you're not a man, you'll never be a man, you're a dickless little baby, aren't ya? Are you going to fuck me? Are you scared? Are you trying to fuck me with your little tiny cock?"

My hips involuntarily moved into the rhytym, and Ms. Matheson's hands moved. One when to massage her clit, the other went to my back, holding me where I was.

"C'mon you little shit!" she yelled. "Fuck me! Fuck me, fuck me, fuck me!"

I continued crying.

"Fuck me like your life depends on it. I know it's your first time, little baby, but if I don't get off, I'm not going to be happy at all!"

I was really scared. But I was so turned on by what was happening. I couldn't differentiate between the pain, the fear, and the ecstasy. Ms. Matheson was now frigging her clit at a tremendous pace. She was moaning. The feeling of control must have turned her on. Now she was on the brink of an orgasm. But so was I.

"I think I'm going to cum," I called out between my sobs. "Oh, God, oh my God."

Ms. Matheson was enjoying jerking her clit. But she kept up the abuse.

"That little cock has cum in it? Are you even inside me yet? Where is your cock? Ha ha, how would you even know, baby boy? I'm getting myself off, you little shit. You can't get me off. I still can't even feel you. You're a tiny baby. C'mon, I told you to fuck me. Oh, oh, fuck me. Fuck, fuck, fuck..."

I felt my seed boilding up inside me. I yelled in ecstatsy as my sperm dribbled just inside Ms. Matheson's cunt lips.

"Ooooooooh, God."

"What's the matter, little baby. Did it break? Did you're little dick break?"

She didn't realize I'd cum. Her hands went back to my hips and began the cycle again. I had no choice but to continue fucking her with my limp, shrivelling dick. She certainly didn't notice any difference.

"I said Fuck Me!" she yelled. "I can't feel you! Oh my God you are such a useless shit. C'mon little baby and Fuck Ms. Matherson. Are you going to fuck me you dickless little wimp?"

My cock started swelling again to its erect four inches. I was getting used to this, and it was really starting to feel good. Ms. Matheson then brought herself to orgasm.

"Yes, yees. I'm fucking the smalled cock in the world, c'mon little baby dick. Fuuuuck meeeeee."

She shuddered. I wanted to keep going. I felt like I was about to come again. She released her grip and literaly lifted me off of her and threw me to the side. She got up, dressed quickly, and walked to her desk.

Naked on the floor, covered in sweat and Ms. Matheson's pussy juice. I looked down at my throbbing dick. It felt sore. As my erection would subside, the pain would increase. Every muscle in my body ached. I couldn't stand up.

Ms. Matheson's feet appeared in front of my face. She stuck one heel of her stiletto's into my mouth.

"Look at my little baby. Some stud you turned out to be. Shit. Did I make a bad choice, or what?"

She dropped a paper on me, and took her shoe out of my mouth. I looked down, the paper was my essay. It had a large D- in red ink.

"I doubt you'll ever make it in that school you're dreaming of going to.. You're still just a little baby. But I enjoy my little baby. You'll be back tomorrow. I'm a great teacher, but I don't know if I can teach a tiny-dicked baby how to fuck a real woman. I guess I can try, and keep reminding you how small your dick is. I'd enjoy that. I don't you to ever forget how useless you are. You'd better get dressed. And if I believe you might tell anyone about any of this, I'll report that you raped me."

Ms. Matheson opened her blouse and rubbed her huge beautiful breasts all over my tiny baby cock. She grabbed it with one hand and jerked it twice, stood back up, and rubbed my dick with her shoe, and I spurted cum all over the floor.

Gripping my spent cock tightly in her hand, where it dissapeared from view, Ms. Matheson laughed again.

"You're MY little baby. I control you. Bye-bye, baby. Coo coo."