Note: This story was dynamically reformatted for online reading convenience.
 
 After arriving home getting a much needed bath Carol was still excited. 
She'd had several small orgasms during the tryst with Ben and Josh but she
needed screwing.  She'd not many dates in the last six months though she'd
dated two men who were interesting.  Emotionally, but did not fire her
ardor physically.  Having never been married, Carol knew she wanted more on
the intimacy front than what she got with her marital aid in her
nightstand.

   Throughout the next day of teaching her middle schoolers, Carol was
anxious and distracted.  She had fleeting thoughts of being in a heated
embrace with her adult student, especially the handsome black man Ben.  A
moderate middle Atlantic state native, Carol had none of the racial
attitudes which were still prevalent in her circles where mixing of races
was concerned.  But conversely she was not particularly drawn to blacks she
just treated them fairly.

   In her absentmindedness, just before lunch the attractive teacher had
perched rather carelessly on the corner of the desk as she gave assignment
instructions.  With her left leg crossed jauntily at the thigh she afforded
her students in the first rows an appealing look at the smooth flesh under
her aqua blue form fitting dress.  The two tousle haired boys directly in
front of her had an unimpeded gaze at the teachers under clothing below the
waist.

   Carol had long ago swore off wearing slips due to the oppressive heat in
Houston's climate.  So the youth could clearly see the pastel peach French
cut panties covering her loins.

   When Carol finished giving the assignment, she noticed the two boys
gazing longingly at her and thrilled immediately.  The rest of the day she
grew antsier with the realization of her increased desirability.  She also
knew her evening would certainly result in some auto erotic play with her
massager.

   Carol lay back in bed after her shower.  She wore a knitted terry cloth
robe with nothing on underneath.  She had rubbed a liberal amount of her
overnight lotion over her entire body before returning to the room.  Her
hair was brushed to a glossy shine, and she could feel the horny little
shutters in her stomach.

   Carol reclined back on four soft queen pillows scattered in disarray
with her thighs spread wide.  She slowly worked her six inch dildo in to
her wet grotto.  "UgUhh-Ohh-Shh!" she hissed and moaned as the delicious
feelings increased.

   The red plastic gode was slippery in her right hand already as she
shoveled it home at a moderate pace.  The sturdy plastic was streaked and
glazed with her shiny feminine sap.  But she was just getting warmed up.

   Draped across her bed and plugged into the wall outlet near her lamp was
a fifteen inch Hitachi Magic Wand Massager she was saving for the final use
after exhausting herself by manipulating the six inch dildo in her snatch.

   Turning onto her left side with her robe now askew on her lush body, the
teacher gripped the dildo with her right hand and drove it in her pussy
from behind with her right leg elevated slightly.  Her lush dark brown hair
fell wantonly into her face as she strove to reach her peak.

   Woman juice fairly frothed up and out her silky haired hole, causing the
thick pubic curls to shine wetly and obscenely.

   Her head cocked sexily, mouth gaped open in bliss, Carol increased the
speed of her thrust with the gode.  But still she couldn't get the purchase
she needed to come.

   Finaly after a dozen or more minutes of stroking her cunt with the fake
dick, the teacher was feverish with the need to orgasm.  She rolled onto
all fours and switched on the Hitachi.

   With her lush thighs spread wide and her upper body cantilevered over
strewn pillows, she clamped the Hitachi to the pebbly gristle of her clit
to hasten her orgasm.  "Uh, ahh, oh shittt...it feels so good!" she said
aloud.

   Carol's mind floated thrillingly though she consciously knew she now
wanted a live dick to bring her the exquisite feelings she was getting. 
And she wanted that dick to come from Ben and Josh.

   Just before departing the middle school on Friday, Carol's pager sounded
from within her purse.  She looked at the call back number, "281-338-7800",
but didn't recognize it.  She detoured to the Teacher's Lounge and returned
the call and was much surprised to find it was Ben calling her from Josh's
flat.

   With music blaring in the background, Ben gently insisted he needed to
see the olderwoman because he couldn't come to Friday evening's adult
class. He wanted her to stop at Josh's so they may speak in person before
going to Clear Lake for adult classes.

   Carol thought against it but detoured onto NASA Parkway and proceeded to
the flat.  She hoped the handsome man was not hurt or in some type of
trouble.

   When she stepped into Josh's flat she immediately noticed both men were
there in some manner of undress.  Josh wearing green baggy swim trunks and
Ben in thin navy blue running shorts.  Both very fit guys were sweaty and
were standing over a collection of dumbells as if they'd been lifting
weights or doing some kind of physical activity.

   Ben immediately stepped and turned the uptempo rock music down that was
coming through the stereo and then politely shook the teacher's hand. 
"Thanks for coming, Ms.  Lawson." Ben started plainly before concluding
with his bombshell.  " Josh and need to skip school occasionally and we
need you to mark us present and record passing grades for us."

   It sounded so matter of factly, then he added the coup de grace, he
reached for a single business envelope that held Xeroxed copies of the
obscene photos Josh had snapped of their sexual tryst from the other
evening.

   Carol suddenly felt very warm and her clothing seemed to constrict her
breathing.  Her white cotton blouse and chic beige skirt which showed off
her gorgeous legs and hips seemed to suddenly feel one size too small. 
Josh stepped near the shocked woman and removed the photo copies from the
envelope and lay them on the coffee table where they could be clearly seen
by all three adults.

   Ben stepped forward, placing his right arm around her waist and gently
guided her to the sofa, kissing her gently on the right cheek before then
stating further demands.  "We want you to let us skip one class a week,
record attendance and just a passing score for us both and come keep me and
Josh company sometime." He smiled evilly.

   Josh then added tartly, "And if you don't come keep us company we'll
have to tell your administrator about your,..  not showing the Powerpoint."

   Carol felt exceptional warm now even though they were in an air
conditioned room with a ceiling fan going.  It was if the laws of physics
didn't exist she wanted literally to melt between the cushions of the sofa
and disappear like loose change from someone's pocket.

   Her eyes glanced in disbelief at the copies which clearly showed her in
heated oral copulation with both husky young men.  Dreadfully she looked
down at her wrist watch and saw that she was already fifteen minutes late
for the start of adult class.

   Tiredly and doggedly Carol had made it through the class with her other
adult students.  Her mind often wandered from one equally tragic outcome to
the next.

   Should she let the blackmail proceed and fake grades and attendance for
the cruel but handsome men while allowing herself to be their sexual
plaything?  Even after stating their demands and knowing she was already
late for class, Ben would not let her leave until they had kissed and
groped her lush sensuous curves through her rumpled clothing.  Ben ordered
her to return to the flat after adult classes and tell them her answer.

   As she drove toward the apartment complex Carol decided she could not
take the chance with giving grades and attendance marks.  She fretted
because, conceivably the other students could find out and Carnes the
administrator could randomly audit her class and she could lose both of her
teaching positions.

   Entering the living room after Josh answered the door chime, looking
freshly showered and wearing a pair of surfer shorts, Carol wearily walked
to the sofa and sat down dejectedly before saying, "Where's Ben?  I can't
do the grade and records manipulation?" "But I -I'll do the other, just,
juuust give me a chance to get used to the idea." She blurted.

   "What do you mean you'll do the other?" Ben asked sternly looking
directly at the teacher as he walked into the living room, drying his hair
with a towel.  Having just come from the guest bedroom he'd only heard the
sexy older woman's latter comments to Josh.

   The teacher looked directly at Ben who stood with a towel securely
around his waist near one end of the sofa.  His flaccid manhood bulged the
towel slightly.  "I can't do grade changing, but I...I'll do the other
thing you want me to do." She added quickly already feeling a ticklish
sensation in her loins.

   Ben knelt with his left knee on the sofa armrest affording her a teasing
glimpse of his freshly showered torso.  "Say it in plain English so there's
no misunderstanding by Josh and me."

   She turned slightly toward him clutching her purse tightly.  "I'll do
what you want...the other...the coming to keep you company, to have sex
with you guys." She said with finality.

   Both guys were near enough to her to smell the teasing fragrances of her
perfume, lingering body talc, the outline of her black brassiere inside her
white blouse.  When she shifted on the sofa it caused her skirt hem to skid
up her legs giving a tantalizing view of her thighs.

   Ben spoke directly to her.  "Good Ms.  Lawson.  Now we are getting
somewhere." He leaned down and kissed her sensually on the mouth.  "We'll
let the grades sort themselves out over the next few weeks."

   Josh moved in and began to kiss her on the neck and unbutton her blouse.
Both men feeling their dicks grow turgid as they kissed and groped her as
if they had not a care in the world.

   Josh didn't even bother to remove her blouse or unhook the bra.  He just
left the blouse flapping open and pulled the bra cups up to her neck laying
her luscious tits on full display.  He plucked and agitated her juicy
nipples as if they were berries at a fruit stand.

   Josh shimmied out of his shorts with one hand exposing the rising
hardness of his meat just as Ben unknotted the towel from his waist.

   Carol felt a sudden rush of hot cream soaking the crotch of her sheer
mint green panties.  She almost moaned out loud.  Her cunt was dribbling a
steady hot flood of juice, soaking right through the crotch of her panties.
She was so horny, she couldn't control herself.  She was ashamed of the way
she'd sought relief all these long manless years, bringing herself off with
her own fingers, and battery operated toys but she just had to do it.  Her
need was overpowering.

   Ben helped her sure enough.  He pressed her skirt up against her
seething crotch and began to rub her swollen pussy.  This gorgeous brunette
with the big thrusting cantaloupe shaped breasts was his for the taking he
now knew.  She'd become an excellent play thing for he and Josh.

   It was a losing battle for the teacher.  She was so starved for sex, so
long without a man.  Carol needed no foreplay.  She needed it too much,
dammit.  She had to have it ...  Carol opened herself lewdly wide to the
men, setting her heels on the edge of the sofa, she reached with her left
hand and pulled the crotch strip of her panties to the side.  She began to
moan and whimper as Josh took the first fierce jabs with his dick. 
"Ohhhhh," Carol gasped, "ohhhhh...."

   Josh's and Ben's eyes gleamed lustily as she pulled her panties aside
and uncovered her dense brown triangular bush.  She began pumping her hips
in time to the young man's steady strokes, taking his dick as deep as
possible into her long-starved pussy.

   Ben for his part sat atop the back rest of the sofa within easy reach of
her and dangled his now hard throbbing dick.  The woman reached for the
dark sturdy organ and began to swipe her tongue over the purple dome,
quickly picking up the pungent taste of his precum.

   Josh thrilled keenly from the tight, wet clutching of her inner cunt
lips while he stared absently at her applying oral caresses to his black
friend.  As much as he liked being the first one to fuck Carol Lawson, he
was anxious to feel her lovely mouth sucking his dick as well.

   Her wet tongue left shiny swirls of her saliva lathered over the first 4
inches or so of the big dick.  Ben tingled in his entire muscular frame
from the exquisite sensation.

   Carol shivered in masochistic delight at the lewd performance she was
willing participant of.  Now plunging her lovely face forward and back on
the dark trunk of Ben's dick as Josh increased his tempo of strokes into
the warmth of her pussy.  "Shlrrrp, Ssplurt, Splorg!!" The sounds droned
from her mouth as she sucked feverishly, her hands grasping the black man's
waist as if she never wanted him to withdraw the tangy sustenance from her.
"Oh...Ohm Ike Dishl..".  She mouthed.

   Josh couldn't determine what she said but it sounded like, "Oh my it's
delicious." The former Air Force rescue specialist now very much wanted to
sample the teacher's oral charms.  "Dang I want some of that head.  Let's
get her on her hands and knees and switch.

   Ben obviously agreed with his friend and pulled his dick from her mouth
with an audible pop, trailing a six inch strand of saliva from Carol's
bottom lip!  He slumped to his knees and shoved her forward to the other
end of the sofa leaving him behind her haunches with his dick waving
proudly.

   Josh stood at the other arm rest of the sofa his dick peeping out from
his foreskin and glazed with a mixture of his pre-come and her feminine
moisture just out of her reach.  Carol eagerly scrambled forward on her
knees and began to lick the sopping wet dickhead, she wanted to be sure and
keep the man aroused.  She thrilled keenly tasting her own feminine
moisture.

   "Oh yesss...get closer let me take it in my mouth" the woman rasped out
loud enough for both guys to hear.

   Ben simply rolled her skirt up above her waist until it resembled a four
inch wide belt around her waist.  Her sheer green panties he simply grasped
and pulled them hooked over the lush curve of her right ass cheek.  Leaving
her thickly haired pussy fully exposed to his gaze, he shoved six inches of
dick into her on first shove.

   "Ohhhh, fuck..thats good!" The woman moaned out.  Just as Josh lined up
to insert his shiny wet dick into her hungry maw.  Her breast jostled and
swayed as she was fucked from behind like a common bitch in heat.

   Ben shoveled his dark gristle in her cunt, stirring the pussy walls as
if they were mortar and his dick a pestle.  Carol slurped and sucked
fiendishly on Josh's dick as she placed her hands on his nipples tweaking
them sexily.  Frothy white bubbles of her saliva and his pre-come sloshed
and spilt from the corner of her pretty mouth.

   Josh yelped out boldly to Ben, "Ah fuck...screw her harder and deeper
man!" "The more you fuck her the better she sucks me."

   Ben gripped her lush hind cheeks with each hand to steady her as he
punched his nine inch spike up into her snug grotto.  His mid-section
making a dull thud on her full backside on each entry.

   The 30 year old teacher, bawled like a heifer being branded.  It had
been months since she had felt such exquisite sexual pleasure.  Her Hitachi
delivered nowhere near the ecstasy she now felt.

   "Ohh...it's filling me so freaking good.  " "Don't stop...please don't
stop!" The woman blurted out excitedly as she strived to get her climax. 
Carol's lust inflamed nipples were swollen and tingly, just like her soggy
wet labia that gripped the black dick skewering her.

   Josh entwined his hands in her hair to gently steady her face as he
fucked into her wet mouth.  This caused her to take deep nerve wrenching
sucks on his pole as it slithered into her oral cavity.  Ben moved his left
hand from her buttock to her right shoulder to brace her body and then his
screwing increased in earnest.

   At this point, she let the Josh's dick escape from her mouth and started
running her tongue along the underside of it, dipping the tip down to lick
at his balls as he worked a hand to her left tit and pinched her juicy red
nipple.  Ben was ramming her good, drawing it almost all of the way out,
then thrusting his dick deep into her with a hard lunge.  She worked her
ass back to him, close to popping her rocks.  She liked getting fucked
doggy-style more than any other way, particularly if the man allowed her to
rub her clit or rubbed it himself.

   Carol had the head of Josh's dick back in her mouth and commenced
churning her lower jaw, making the cock jump in her warmly sucking mouth.
"Ohhhhh," the young man moaned, his dick head awash in the warmth of her
saliva as she laved her tongue under his foreskin.

   "Ohhhhh," John moaned again as Carol caught his balls and squeezed them
gently.  She began lowering her head, letting more and more of his cock
ride between her ovaled lips.

   Within seconds, her head was bobbing hungrily over the guy's cock.  She
was wiggling her ass wantonly, working it back to Ben as he fucked her
greedily, and drilling his spike into her as hard as he could.  Suddenly he
squeezed her ass cheek tighter and threw back his head as he froze, his
belly grinding against her ass.  His cum shot into her depths as he gasped
and grunted while her pussy muscles tightened and relaxed around the
deep-seated cock and Carol trembled hard as she started climaxing herself.

   She sucked harder and wilder on Josh's dick as she came.  "Don't stop,
don't stop," the white guy moaned, thrusting his hips up to push the last
inch of cock into her mouth.

   Ben slumped back on his knees, as he heaved drawing breath into his
lungs.  "Ohhhh, man," he sighed, "what a fuck." Slowly, he drew his
deflating dick out of her pussy, letting the slimy prick trail across her
right thigh as he did so.  He swiveled to a sitting position and watched as
Carol's head bobbed faster and faster over his friend's dick.

   "I'm going in the kitchen," he said.  "Anyone want water or a drink?"
Josh waved assent with a hand, to intent on the oral sex he was getting to
bother answering.

   "Ahhhhhh," Josh moaned, a few moments after his friend had left.  His
hips arched into the air and his thighs trembled violently.  Carol's throat
worked to swallow all of the hot ropy strands of cum he was shooting into
her mouth.  "Splorg!  Ssplurt!  Shlrrp!" the hot salty spurts of semen shot
into her mouth.

   The woman in her haste to swallow shoved down on the dick as the fourth
shot of his nut leapt from his pisshole and was sucked up into her nasal
passages stinging them fiercely.  Two greasy white bubbles of cum burst
from her pretty nostrils obscenely.  "Hmmmmm," she murmured, her cheeks
hollowing as she worked to drain his hairy nuts.

   Carol's face was flushed with delight when she finally lifted her head
from his loins, staying in her crouch to lick the last drop of cum from the
opening of his dick.  Her swaying tits were just as flushed and Josh
wondered if she'd cum while swallowing his load of sperm.

   The woman got up gingerly and walked up the hall to the bathroom
stopping in the kitchen archway where she playfully let Ben pat her on the
ass and tweak her nipples.  Her thighs rubbed together greasily as Ben's
cum load slithered from her hole and matted her pussy hair.

   It was only in the privacy of the bathroom did it dawn on her that she
was not using any contraceptives.

   Somewhat washed up and having restored her clothing, Carol returned and
sat demurely on the sofa in the very spot the men had screwed her.  She
shyly waited for the men to dismiss her, while silently hoping they still
wanted more sex.

   Ben ended her revelry by explaining in a very business-like fashion,
"Remember we want occasional absences covered and grade credit when we miss
out on class." "No if ands or buts."

   Carol Lawson suddenly felt her world sink around her and she lost the
sexual buzz she'd been enjoying so very much.