Marsha chose a new victim every year, although she
hardly thought of them as victims. She was also sure
that they never saw themselves as such. It was her way
of celebrating the start of the summer vacation. She
reasoned she earned it, and the young man was never
Paul was eighteen and, strictly speaking, no longer
her student, so she was breaking no law. He was tall
and shy and well mannered and there was something
about him that made the blood hurry in Marsha’s veins.
He had a summer job at the supermarket, mostly just
stacking shelves. He was making pocket money and
waiting for university to swallow him up. She’d sought
him out in the store and chatted with him while he
worked, finding out when he finished.
When he emerged they appeared to meet by accident.
Her cart was loaded and he, quite naturally, offered
to help. Minutes later he found himself sat in her
car, headed for her apartment; he promising to help
her with her groceries and she offering to pay him
with a beer and a snack.
He perched on the bar stool, his elbow on the
breakfast counter with the promised beer in his hand.
Paul couldn’t believe the change in his teacher. She
was barely recognizable. If she’d not spoken to him in
the store he’d never have known it was her. Now, here,
in her apartment, he watched this sexy woman move
around, making them a snack.
Day after day, forever it seemed, he’d watched her and
listened to her in the classroom. Just another
teacher, vaguely female but by far the easiest to stay
awake with during class. He loved history and she made
it come alive. But her hair had always been pinned up.
She’d worn loose sweaters and calf length skirts.
Anything, he realized, to hide the woman he was seeing
She’d just been Ms. Sims. He’d not even known her
first name was Marsha.
“A penny for them?”
“Huh?” He snapped back to the here and now.
“A penny for your thoughts.”
“Sorry, I was thinking about how different you look.”
“Oh, not the plain, dull, boring old schoolmarm?”
“You weren’t boring or old or,” he forgot which
adjectives she’d used.
“I tried not to be boring, but plain I did try for,
and I am old.”
He looked at the new Ms. Sims, “You’re not old,” he
said, with genuine sincerity.
“You’re eighteen Paul, multiply that by three.”
Paul’s mental arithmetic wasn’t too bad, “Fifty-four?”
She stepped closer to him, her cleavage little more
than a foot from his face, her skirt brushing his
knees. “Fifty four Paul, just about old enough to be
Paul put down his empty beer bottle. No beer drinker,
he now had a bit of a buzz. He could smell her
perfume. His cock burrowed urgently in his boxers and
jeans. He badly needed to adjust himself. There seemed
to be no answer for her last remark.
“Grandma Sims? Yes students have called me that. But
sometimes, away from school, I disguise myself and
become Marsha.” She paused, “What else were you
Paul’s blush darkened and he glanced down at her chest
and guiltily back into her eyes, “Nothing.”
“Nothing, Paul? Weren’t you thinking about my tits?”
He had been of course. In the blouse they looked huge,
bigger than they’d ever looked in the loose clothes
she always wore in class. But he couldn’t bring
himself to say so.
“Of course you were Paul.” She moved closer pressing
her thighs against his knees. “I was thinking things
too. Do you want to know what I was thinking?”
Paul’s trapped cock was hurting him. Trapped and
swollen it needed to straighten. God she was turning
“I was thinking about your cock, Paul. Wanting to see
it. Wanting to touch it, to do all sorts of things to
Paul swallowed audibly. He looked down, away from her
eyes but all he could see was the deep cleavage
between those breasts. He didn’t know what to do or to
“Take it out for me Paul, take your cock out and let
me see it.”
Had she what he thought she’d said? He wanted to take
it out, it hurt where it was but … open his fly, take
his erect cock out in front of Ms. Sims? Just like
that? He couldn’t, just couldn’t.
“I could help,” Marsha said and reached for him. He
flinched and tried to draw back.
“Paul, I want to, I want to look. Is it hard? Is it
hard because of me?”
“Please, Ms. Sims …”
“Paul? Please do or please don’t?” She moved her hand,
running her fingers over the tight denim of his groin.
His intake of breath was a loud hiss through his
“Don’t or I’ll … I’ll …”
“You’ll what Paul? Are you so aroused that you might
come in your pants?”
He nodded, eyes pleading.
“That’s very flattering Paul. Very flattering, do you
know that? A young man near orgasm just looking at my
“There’s nothing old about you!” He said the words
“Everything is fifty-four years old on Grandma
Marsha,” her tone was light even if the words held a
note of sadness.
“So,” she said very quietly, “you’d better take him
out yourself if he’s so fragile.”
Of course, part of Paul wanted to do this. His fingers
moved towards his zipper but then he froze.
Marsha said, “Look.”
Paul looked. She raised her hands to her blouse and
undid the top button. She looked meaningly down at his
zipper. Paul swallowed. She undid another button. Paul
drank in the view as lacy, white bra and the swells of
her breasts appeared.
His fingernail found the tag of the zipper and, with
finger and thumb. He slid it down.
Marsha reached and hooked a forefinger in the
waistband of his boxers and pulled outwards and down.
His swollen cock reared up from inside his shorts.
“Oh it’s beautiful,” she said.
Nobody had used the word beautiful about his cock
before, but she sounded sincere.
“Jerk off for me Paul.”
“What!” He couldn’t believe she’d said it.
“We need to relieve some of that pressure young man. I
want you focused while you pleasure me.”
“But I can’t just, just, just do it, while you watch
me.” How could she say such things?
She tugged at the waistband of the boxers. “You’ll
have to drop those pants Paul.” She pulled again and
he slid off the stool and stood. He was trembling, a
mix perhaps of nervousness and excitement. She undid
the snap of his jeans and they were down, round his
ankles, before he could catch them.
“There,” said Marsha in triumph and reached to pull
down his underwear.
“No, let me do it,” Paul had felt like a little boy
for a moment, maybe it was the age difference. But if
his shorts were coming down, he’d do it.
She watched as he did it. “I’ve never seen a man make
himself come,” she announced.
“I’ve never done it while anyone watched.” He wondered
why she would want to watch. He’d rather she did it
for him. There was something else he’d never
experienced. Through all this, his rigid cock hadn’t
softened in the least.
“Get back up on the stool Paul, I want to watch close
He went on tip-toe and slid his bare ass back onto the
“My God, Paul, you’re all cock, all lovely, lovely
cock. What a lucky girl am I.”
Marsha turned to the counter and slid the butter dish
towards Paul. “Here, you’ll need some lubrication.”
Suddenly he wanted this, wanted to come for her,
wanted what he was sure would follow. He dipped his
fingers into the near-liquid butter and wrapped his
hand round his cock.
“Yes Paul, do it, make yourself come for Marsha.” She
pressed up against his knees and stared down at his
hand and his cock. Paul looked down too, at her
cleavage, and wished she’d ask him to slip his cock in
between her fifty-four year old tits. That thought did
it. He began to pump slowly at his cock, gripping it
tight, thinking of her tits, imagining fucking them.
In no time at all it seemed, he felt the familiar
hot-tension behind his balls. He leaned back until the
seat-creaked and his legs straightened and stiffened.
“Oh God!” he hissed through gritted teeth.
“Yes Paul, come for me, come Paul.”
Come he did, his first spurt hit her under the chin
and she squealed in almost little-girlish delight.
Each spurt was a little softer than the previous … on
her throat, on her throat a little lower down and
then, into her cleavage, until he was spent. With each
gush she whispered, “Yes Paul, again.”
When he was done, Paul slumped awkwardly on the stool
breathing hard, eyes closed, a small smile on his
Marsha looked down at his hand. It still held his
dwindling cock. His cock-head glistened with the
butter. The last of his come oozed from the tip of his
cock, trickled down over his knuckles and fell to the
His come had trickled down from her chin and throat to
join the little lake in her cleavage. She dipped a
finger in it, hesitated a long moment and then lifted
it to her lips. It was almost tasteless. The ‘almost’
was the magic. She searched for a word to qualify the
‘almost-taste,’ then gave up and dipped in all her
fingers. She began smearing his juice over her
breasts, marvelling at the silky texture of the
wetness between her fingertips and breast-skin.
Already very aroused this was turning her on further.
She realized her thighs were aching; she had had them
clamped tightly together all through Paul‘s efforts.
She looked up from her breasts to find him watching
her. His eyes fixed on her caressing fingers. She saw
the blush sweep over him as he caught her glance.
“I’m so sorry about that,” he gestured at her wet
“Don’t be sorry. I loved watching it happen. It’s very
erotic you know.”
“Yes,” she answered his unfinished question, “it’s a
big turn on, watching you come like that, feeling the
heat of you splash onto me.”
She looked down at his cock; it was half-hard again.
“Are you a tit man then?”
“What do you mean?”
“Do tits turn you on?”
“Yours do Ms. Sims,” the words didn’t come out easily.
“Just Marsha OK? And I promise not to call you Mr.
Roberts.” Then she added, “Is it only my tits that
turn you on Paul.”
He gestured towards her with a hand, “You’re all
beautiful I think.”
“Thank you Paul. Now, about these tits that seem to
turn you on. Would you like to look at one?”
He could only nod.
She slowly unfastened the remainder of the blouse’s
buttons and opened it. The white bra was perhaps on
the small side. But the effect was delightful and she
knew it. Her breasts threatened to spill out over the
tops of the cups and her cleavage was deep.
Marsha slipped the blouse off her shoulders and let it
slide to the floor. She eased the left shoulder strap
down her arm and looked at Paul. He was wide eyed and
his mouth was open a little. His cock, even as she
looked at it, lifted off his thigh.
She hefted her breast with one hand and peeled the bra
cup down with the other.
At fifty-four, breasts don’t just stick out any more
and Marsha’s certainly didn’t. But they were big and
still firm. Even with gravity taking its toll, she was
proud of what she showed to Paul.
He shifted on the stool and his cock waved. She moved
closer to him and lifted the breast.
“Kiss it,” she told him, offering the nipple.
The nipple was big and dark. The areola was dark too.
Marsha didn’t like her nipples. She wished they were
pink and smaller and sometimes, she wished they were
Paul bent his head and kissed the nipple. The bolt of
energy that whipped down to her pussy made her gasp.
“Suck it Paul. I can come if you do. Make me come
His eyes looked up into hers and he released her
nipple. “Really?“ There was disbelief in his voice.
“Hush and just suck.”
He bit harder.
“You hold it now,” she said, guiding his hands.
He took hold of the big breast and Marsha put her
hands behind his head and told him how to hold and
squeeze and how to bite and suck and pull and not to
be afraid of hurting her.
He didn’t hurt her. Well, yes he did, but she loved
it, loved his clumsy hunger.
It took less time that she’d expected to take her to
the edge. The tightening in her thighs, the delicious
contractions happening up inside her. Her breathing
speeded up and she heard herself begging, “More, more.
Her orgasms were always so intense. And this hungry
puppy, suckling at her nipple, produced an explosion
inside her that had her sobbing with the joy of it.
Her knees began to buckle and she pulled herself
against him, pressing his face into her breast.
“My God Paul, that was incredible.” She moved sideways
a little and eased forward, taking his knee between
her thighs. She needed pressure against her pussy and
longed to hump his thigh, to just grind against him.
She couldn’t remember arousal like this in a very long
Paul had never made a woman come before and he felt a
glow of pride. How easy it had been, just sucking on
her nipple. How it had grown in his mouth and the urge
to bite only matched by his fear of hurting her. He
had hurt her a little, he knew, but she’d begged him
not to stop.
Now his cock was like an iron bar again. How he longed
to slide it into her. Was she going to let him? He
knew somehow that she was and the prospect had his
heart pitter-pattering in crazy anticipation.
“Would you do it to the other one?” she asked him.
He’d love to. He nodded and grinned. He could feel the
heat of her where she was pressed down on his thigh.
She raised herself and he looked down. There was a
dark, wet patch on his jeans where her pussy had been
pressing. He glanced up at her.
“Yes Paul, I’m wet, I came, you made me come. That’s
from inside me Paul.”
He needed to grab his cock and stroke it. He was as
horny as before and needed … needed? God he needed to
bring himself off again.
She leaned down and whispered in his ear, “Paul, my
panties are soaked.”
He almost came; her hot breath, her words, the image
of her wearing those soaked panties she was telling
him about. He looked down, precum was drooling from
the little slit in his cock-head.
She peeled the other bra strap off her shoulder and
slowly bared the other breast. The bra slipped to her
waist, she was suddenly, deliciously, topless. She
shook her shoulders and her breasts jostled and swung,
big and heavy and beautiful. Paul couldn’t take his
eyes off them. She was like one of those porn stars
but she was there, close and so very real.
Marsha reached out and took his hand and pulled
gently. He slid off the stool again and she led him
into the living room, his cock waving proudly in front
“Lie on the floor on your back, Paul.”
Paul was so aroused, so desperate for more of Marsha
that he sprawled on the floor without a thought.
She moved to stand astride him. He tried to peer up
her skirt but it was too long to see beyond her knees.
She wore stockings or pantyhose. It became very
important to know which. Everything under that skirt
was suddenly very, very important to Paul.
Marsha sank to her knees, settling her ass on his
stomach. The back of her skirt settled over his groin,
adding to his torment as the fabric slid across his
cock. And that soaked panty-crotch was pressed
against him, just above his belly button. He imagined
he could feel its wetness.
“Now Paul, you know that women can come over and over,
He nodded. He’d read about it somewhere but had never
given the matter much thought.
She reached behind her took hold of his cock through
her skirt and gave him a squeeze. A hard, painful
squeeze. He gasped; he’d likely have come if she’d not
gripped him so hard.
“Young men like you seem to recover very quickly but
even you’re limited. Do you think you can satisfy me
Paul thought he could fuck her until she pleaded for
She released his cock. “Think you can fuck me to death
Paul? That’s what you were thinking, wasn’t it?”
She cupped her breasts and squeezed, her fingers
pressing deep into her softness. He stared at the big
nipples. She squirmed her ass on his stomach. “You’re
going to make me come Paul, make me come three times
to each of yours. You already owe me two.” She looked
down at him between her breasts and cocked an eyebrow.
“Think you can do it Paul?”
He nodded, quite sure he could.
“Close your eyes,” she said and watched, waiting for
him to comply.
He closed his eyes. He felt her hands next to his
shoulders, felt warmth on his face, that was her
breasts, he knew. The fabric of her skirt was chaffing
gently on his cock and he groaned.
“Your skirt on my cock, I nearly came.”
“Don’t come Paul. If you come now you’ll owe me five.”
He felt her moving and then the skirt was gone.
Something touched his lips. He opened his eyes.
“Make me come again Paul.” Her voice was unsteady. He
wondered if she could be as aroused as him. He didn’t
think it possible.
She dragged her right nipple back and forth across his
lips. He opened his mouth and drew it in. How big it
was, how firm. His body responded, his cock felt
suddenly harder, if that were possible. He looked up
at her. Her mouth was open, her eyes closed. She
raised herself and the nipple popped out of his mouth.
“Don’t let go Paul.”
He captured it again, and again she lifted away and
again it escaped.
“Hold on Paul, suck harder.”
“I don’t want to hurt you.”
“Don’t worry about hurting me Paul.” The nipple, wet
and hard, slid across his lips again.
Paul’s world became all breast. His mouth was full of
nipple. Soft breast-flesh kept pressing over his nose,
making him snuffle like a puppy. His arms were trapped
by her legs so he had to struggle his head from side
to side to breathe. Each time her nipple escaped her
pendulous breast swung free, so big so unutterably
Each time Marsha would gasp and move her shoulders
trying to give him back the nipple. And Paul would
hungrily seek it. As soon as he had it she would
murmur, “Yes Paul, suck at Marsha, make me come
It took longer the second time but his erection never
subsided. All the while Marsha murmured encouragement,
urging him on in language he‘d not have believed her
capable of using. His jaws ached but it didn’t matter
as long as he could keep the swollen nipple in his
mouth, the softness of her breast against his face.
She ground her crotch against his belly as if she were
fucking him, fucking him through her wet panties.
When at last she came, she collapsed on him and
writhed and struggled like an animal. She didn‘t
scream or shout but her body told of her feral joy, as
did the obscenities she spoke in his ear.
His own arousal seemed to fade in the face of hers.
Paul felt real fear as her orgasm ran its course; fear
of its intensity, fear that she might even die. He’d
never imagined that women could react like this; a
part of his mind had imagined that the female climax
was really a myth. Paul was learning a lot from his
When at last she returned from wherever she’d been,
Marsha struggled up onto hands and knees and crouched
above him. She glistened with sweat and her breathing
was still deep.
“Sorry Paul, I rather lost it there didn’t I?”
He nodded, “It was a bit scary. I thought you were
“No, not ill. It’s the most wonderful feeling in the
Marsha sat up, her ass felt warm and wonderful on his
stomach and hips. She ran her hands over her breasts.
“Paul, that was beautiful, just beautiful.” She
reached behind her and found his cock, his erection
was gone. She giggled. “I think I frightened him.”
She got awkwardly to her feet. “Don’t go away, I’ll be
Paul didn’t go away. He lay enjoying the glow of this
unbelievable experience. He watched the swing of her
hips, her naked back and shoulders as she crossed the
room. He touched his cock, it was in that soft,
semi-erect state and he imagined it waiting for
whatever was next.
She was soon back, a small plastic bottle in her hand.
She knelt and got onto her back beside him.
“I think you can owe me my third climax for a while,
my pussy and I need a rest.”
She half rolled towards him and uncapped the bottle.
He saw the word ‘lubricant’ and realized what it was.
She squeezed some into her palm and reached for him.
He groaned as her hand moved over his cock. It felt
wonderful. So different, so much better than his own
She rolled onto her back again. “Oh God, don’t stop!”
he protested as her hand left him.
“Hush,” she said, “fuck my tits Paul, come here and
fuck these soft tits.”
Paul needed no second bidding. He scrambled onto his
hands and knees and knelt astride her, his
semi-tumescent cock pointing between her breasts. She
took it in her hand again and gently pumped him to
He knew what she intended, how could he not? He leaned
down and lay his erection between her breasts. With
her hands Marsh brought her breasts together engulfing
him and Paul began to fuck them.
“Take it easy Paul, let’s make this last. Slow down
when you get close.”
If he heard, Paul gave no sign. He was in heaven. He
hung his head and watched himself. Her big breasts
easily accommodated him and the head of his cock only
appeared at the end of each thrust; peeping out, its
slit gaping open like an eye.
The sensation was incredible. Marsha didn’t just lie
there and let it happen. He watched as she varied the
pressure on his cock by squeezing her breasts together
or relaxing her hands. When she squeezed he had to
thrust hard to force his cock in, when she relaxed her
tits did little more than caress him.
Soon enough he felt the familiar sensation of an
approaching orgasm. She seemed to sense it too because
she relaxed her hand and let her breasts separate,
leaving him nothing to fuck.
“Sit back Paul, relax. Let the moment pass. We can
tease that lovely cock for a while.”
He sat back on his haunches and tried to relax. She
stared at his cock and he looked down at it too. It
glistened with the lubricant, precum oozed from the
Marsha’s hands moved to her breasts and she began
slowly caressing them. How big they were he thought.
Her nipples jutted and he knew she was aroused too.
Her fingers and thumbs began working on those nipples
and he felt her moving under him, writhing slowly.
He’d never realized women played with themselves like
With himself back under a little control he leaned
forward to rest on his hands, offering cock. She
engulfed him again.
“Come on tit-fucker. Does it feel as good to you as it
does to me?”
“Oh God yes. Yes! Yes! Yes!”
She squeezed her breasts cruelly making herself even
tighter this time. He had to thrust harder too to move
his cock in the tunnel of her tits.
“Oh - baby - it - feels - so - good - fuck - my -
pretty - titties.” She said each word to a thrust of
Twice more they managed to anticipate his orgasm and
twice more he sat back and paused.
Breathing hard Paul looked down and watched his cock
lift with each beat of his heart. Marsha reached out a
finger and touched the end of his cock and collected a
drop of precum. She withdrew her hand slowly and a
gossamer thread stretched finer and finer betwixt her
fingertip and the tip of his cock. She poked out her
tongue and licked.
She stared at him and waggled her tongue, “Paul
flavoured,” she whispered.
Marsha reached for the lubricant and dribbled some
onto her chest, between her breasts. Scooping them
with her hands, she made a cleavage for him again.
Paul let himself fall forward onto his hands and
plunged his erection between her breasts.
There was no stopping this time. He simply slammed
himself into the tunnel, fucking her frantically.
Humping hard and fast, bringing his climax nearer and
Marsha’s fingers and thumbs pinched at her nipples,
squeezing, pulling. Her eyes held his as he thrust and
thrust and thrust.
Paul went rigid, groaned, thrust again and once more.
“Oh fuck! Oh God!” And he came.
For the second time Marsha’s chin and throat received
Paul’s outpourings. He thrust and thrust, crushing her
breasts, fucking her tits
Finally spent he rolled off her and lay on his back,
his chest heaving, his heart hammering.
For the second time, Marsha happily massaged his come
into her breasts. She revelled in the slippery
wetness, as her palms and fingers roamed over her
Paul began snoring very quietly. Marsha got slowly to
her feet and looked down at him. He has lost his
erection. His cock was soft and lolled harmlessly to
one side. ‘So small, just a little pee spout,’ she
She thought of kneeling and waking him with her mouth
on the lovely morsel. But she needed a coffee break
and perhaps a snack too. She went through to the
She started a new brew of coffee and started work on
the sandwiches again. Bodies need fuel, horny bodies
or otherwise. And she was horny, she’d been that way
since she’d woken and the chance meeting with Paul had
set all this in motion. Her arousal had been
spiralling upwards ever since.
The swing and jostle of her naked breasts and the
wetness between her legs were enough to sustain the
longing. And she kept smelling his come, the scent of
it rolling up with the warmth of her breasts. She
crossed her legs and shut her eyes and yearned for
that cock to be inside her.
He startled her when he slid his hands round her and
cupped her breasts. Not a move she’d have expected
somehow, from one so young. He kept his hands in
place while she worked. She deliberately moved her ass
against him and soon enough she felt his hardness
against her. ‘Did young cocks never rest?’ she