She adjusted her backpack over her shoulder as she stood before the door to his apartment. Butterflies fluttered in her stomach. She could still back down, still pull out. She didn't have to take it any further. It could all end right here and he would never have to know how close she came. She knocked on the door. Mr. Thomson, her high school science teacher, pulled open the door. He was a bit surprised to see Annie standing in the doorway, looking vulnerable in her school uniform--a short blue pleated skirt showing shapely alabaster white legs with a white blouse, the top button unbuttoned, hinting at firm, well-formed breasts beneath--with her backpack hitched over her shoulder. "Hello Annie," he said in his teacher's voice. "I wasn't expecting to see you today." "I know Mr. Thomson," she replied, "but I've been having some real problems in your class and was hoping I could talk to you about it." "Well, come on in, Annie," he motioned her through the door into his apartment, surprisingly large and lush for a teacher's salary, but then he was independently wealthy, and taught because he liked it. As Annie stepped past him and into his apartment, he took a closer look at her. Her light blonde hair fell straight to just between her shoulder blades and her beautiful oval face, with bright blue eyes and full, sensuous red lips, were angelic. At 5'2" he estimated she wasn't over a hundred pounds, but it was in all the right places. Only fifteen, he thought, as he took in her form, from those perfect legs to the gently flaring hips and firm, tight, round ass to her narrow waist which led to breasts large for a girl her age and her size. She had been flirting outrageously with him for the past few weeks--which wasn't that unusual, his age, 35, and his looks made him popular with the young ladies just coming into their sexuality. Usually, though, it was just harmless flirtation on their part to be met with ignorance of their posturing on his. She set her book bag down on the table just outside his kitchen and turned toward him, looking at him apprehensively. Her body gave itself a slight shudder and she placed her arms across her breasts, thinking how good looking he was--tall and strong and good looking. She knew she was failing science, and she knew she had a huge crush on her science teacher, and the solution seemed to fit so well, but now she was not so sure. She took a deep breath, staring at the ground, while Mr. Thomson pulled out a chair from the table and sat down. "I haven't been doing so well in science, Mr. Thomson..." she began. "Actually," he broke in, "you are failing." He held up a hand when she looked like she was going to continue. "I know you've been staying after class for extra help but it hasn't helped you much--you always seem a distracted. Is everything all right at home?" It was a red herring, but he wanted to see how far she would take this game. He had a good idea why she was there; he just had to decide if he wanted to play along. "I know," she sighed, sitting down and placing her hands together on the table, her slender white fingers curling about each other. "I thought you could give me private lessons, ya' know?" She still wouldn't look at him, and had to clench her hands to keep them from shaking. "I'm not sure I know what you mean, Annie," he said, knowing exactly what she meant. Looking at her gorgeous blushing face and fine young body he made up his mind. He was going to do it. He was going to fuck this gorgeous teen and make her scream in pleasure. He wanted to feel her tight cunt squeezing his cock for all it was worth. He wondered if she was a virgin. She certainly acted like it, but it was hard to tell these days, and with a body like hers all the boys were after her. She stood up and took a tentative step toward him. She couldn't keep her body from shivering now. "I was thinking," she said softly as she took another step until she stood over him; "I was thinking..." she almost whispered as she slid her arm along the table until her face was near his ear, her body leaning over his seated form; "I was thinking you could teach me...other things," she whispered as she rubbed her cheek against his, his stubble tickling her face and thrilling her. She lowered her face until it rested against his neck, her lips pressing against his flesh, the smell of him intoxicating her. She was shaking uncontrollably now--she had done it, she had gone all the way. She waited, fearfully, excitedly, waited for him to react, not really knowing what she wanted him to do. Brilliant sensations shot through his body as her soft, full lips pressed against his neck, her hot breath teasing his nerves, making his cock grow turgid and his hands clench. He paused, and moved his hands slowly to her hips, momentarily struggling for control. Then he took a deep breath and moved his hands away, shuddering at the unexpected excitement this young teen was pulling from him. He placed a hand on her head and moved so that he was holding her face between his hands, her face just inches from hers. He could feel the trembling in her young body and the confusion in her clear, beautiful blue eyes. He answered her by pulling her face toward him and softly kissing her lips. A soft mewling noise came from her throat as his lips met hers, sending increased shivers through her body. Her mind was overwhelmed by the sensation whirling through her body as his lips pressed harder against hers, her mouth opening with his, feeling his tongue in her mouth, her body shaking uncontrollably as pleasure raced through her. Her hands rested on his shoulders to keep her weak knees from letting her fall, and she seemed to melt onto his lap, her legs straddling his, the breath coming hard from her nostrils as unbelievable sensations rocked through her young body. He hugged her small, hot body against his, his mind working furiously. She squirmed in his lap, her groin rubbing against his hard cock through his jeans, driving his lust higher. He regained control of himself with some effort and broke their kiss, sliding his face around to her neck, laying kisses along the tender white flesh, loving the way she quivered in his arms. She was holding herself tight against him now, her breath coming in tiny gasps of pleasure as he sucked at her neck, his hands moving to pull her blouse from her skirt, his hands sliding up along the hot flesh of her sides and stomach. His mouth on her neck and his hands on her smooth flesh was driving her crazy. She never knew she could feel like this. Every nerve in her body seemed to tingle as he caressed her back and side, his hands running over her bra strap. Anticipation ran through her body as he deftly released her bra, her nipples, mashed against his strong body, growing hard. They weren't going to stop, they were going to go all the way. They were going to have sex, and she shivered violently in pleasured anticipation. She unconsciously rolled her hips, pleasure arching from her virgin cunt as she drove it against his groin. It was so good. She was practically rutting against him now, her hips fucking against his cock. He gripped her hair and brought his lips hard against hers, his tongue probing the hot cavity of her mouth, her lips soft and slippery beneath his. She was hot, burning, as he worked one hand between them and began to unbutton her blouse, his hands lingering around her breasts as it rose and fell with her panting. She shucked off the blouse when he had finished unbuttoning it, breaking their kiss long enough to let him pull her bra from her also. She looked at him as he held her arms against her sides, her full breasts thrusting proudly from her chest, her small pink nipples rock hard, pointing straight at him. She watched him as he gazed at her body, her face flushed with lust, her whole body on fire. Her arms went around his neck as he stared into her eyes, his dark eyes piercing her, making her shudder with lust. God she had gorgeous breasts, large round mounds sitting high on her narrow chest, seemingly held up by magic. And her face, flushed and twisted by lust, almost made him lose control again. He hugged her to his body and stood, lifting her easily, and carried her to the couch, laying her down gently. She was beginning to calm down, the shaking in her body lessening as he took the time to remove her shoes before reaching under her head and kissing her deeply. She responded amateurishly but eagerly, her hands gripping his head. On his knees beside the couch he ran his other hand over her prone form, loving the way she gasped when his fingers would brush against her nipples. She squirmed uncontrollably on the couch, her teenaged body overcome with sensations. Each brush against her breasts was maddening, but she wanted more. Her cunt burned and she found herself humping her hips up and around, clenching her thighs to send exquisite pleasure through her body. "Oh god," she mumbled, pulling his lips from her as his hand brushed against her inner thigh. She shuddered violently, the first orgasm of her young life making her eyes wide, her body shake, sweat pop out on her naked skin, glistening in the light. She moaned and thrust her hips toward his hand, which cupped her sex as she orgasmed again. His eyes widened in surprise as he saw her shake at his mere touch, an orgasm rolling through her body to be joined by another. She was too good to be true, with her firm young flesh hot under his hand, her teenaged pussy grasping and humping in lust. He decided he was going to make her his, make her into the perfect slave to serve him. He spun her as her body quieted from its orgasm until he was between her legs and she lay slumped on the couch. He quickly pulled her skirt and panties from her body, leaving her completely nude. He gazed down at her ripe young body, his for the taking, with her long, shapely legs, her angelic face twisted in lust, her heaving breasts, her lightly furred mound with that gorgeous pussy peeking out to tempt him. She was in a stupor of pleasure as he twisted her about. She had never believed it possible to feel so good, so intensely. Her head lolled to the side, her eyes closing, as he pulled the rest of her clothes from her. There was going to be more, she knew, more which would be even better. She looked up at him, anticipation glowing in her eyes, her legs naturally parting wider as her small pink tongue ran over her lips. He ran his hands down her thighs, feeling the firm, warm, smooth flesh under his hands and lowered his head to her groin, his hot breath striking her glistening mound as he brushed her labia with his lips, holding her jerking thighs down as she moaned. "What...ooooooh...what...ooooo...are...oooooh...oooooh...you doinoooooh?" she gasped between moans as his lips made her teenaged hips jerk against his hands, the tingling in her body increasing tenfold, pleasure humming across every nerve in her body, with the cunt at its center. She could feel his tongue as it force itself between her labia, sending unbearable shocks of pleasure through her young body. "Ahhhh!" she moaned as his tongue lightly brushed her swollen clit, her back arching, her hands gripping his head in a viselike grip. Her whole body was trembling and jerking as he enclosed her clit with his lips, barely touching it with the tip of his tongue as he rolled it between the soft flesh of his lips. She moaned continuously as small orgasms shook her teenaged body, her cunt dripping with her juices. He could sense a big one building up inside her as her thighs began to shake violently, the strong muscles tensing and untensing with growing lust, her fingers daggers against her head. "Jesus jesus jesus" she babbled as every nerve in her body vibrated with pleasure, it growing loader and loader as she tossed her head from side to side, he blond hair damp with sweat sticking to her face and shoulders and breasts. She tried to hold him there, hold his lips and tongue where they were doing such wonderful things to her when he pulled away. "Please," she begged in her passion, "don't stop, don't stop." She was panting heavily now as she gazed at him through lidded eyes, watched as he undid his pants, her eyes widening as she saw his stiff manhood reveal itself, jutting from his body like a spear. He felt like he was about to burst, her erotic moaning and pleading and shaking driving him crazy. He was going to pound this little girl as hard as he could and damn the consequences. The look on her face as she stared at his cock as if hypnotized was almost enough to make his shoot his load right there, but he wanted to be inside the pussy, that sweet teenaged pussy. He knelt down and hooked his arms under her knees, rising as he folded her in half, her cunt gaping lewdly beneath his as he positioned his cock against it, ready to take her, ready to drive into her sweet cunt. "Are you a virgin," he whispered in her ear as she shook beneath him, anticipation and fear filling her at this final step. She nodded her head, nodded that he was the first, was going to be the first to plunge his cock deep into her belly. "Oh god, oh god oh god," she repeated over and over again as he slowly pressed his cock into her virgin cunt. Her sex charged body shook as she felt her pussy forced open by his cudgel, pain fighting with incredible pleasure through her teenaged body as he slid more and more of his cock into her. His hot breath was at her neck and her head was whipping back and forth as he sunk himself into her depths, her body shaking violently in reaction, the pain of her first fuck seeming to add to her growing sexual frenzy. He gasped as he began to push into her--she was so slick, yet so tight it hurt to push it in, but he couldn't, wouldn't stop. He pushed it in, burying his head in her neck, sucking violently on it as she shook and thrashed beneath his until he had skewered this teenaged slut on his pole. He held it there for a minute, luxuriating in the tightest, hottest, wettest piece of ass he had ever had, her cunt spasming violently as she jerked beneath him. "Aaaahhhh!" she moaned as he began slowly circling his hips, driving deeper inside her, pressing against her cervix, making her whole body flush and tremble with incredible pleasure. It was unbearable, it was too much, she wanted it to go on forever, she wanted it to end, she wanted to devour him, suck him in and eat him, she wanted more and more and more. He was too close, too close as the tip of his cock ground against her cervix. With a growl he shifted his hands to her ankles and bore down on her, pulling his cock almost all the way out of her cunt before slamming it back in, fucking the teenager violently, brutally, mercilessly. "Aaaahh! Aaaah! Aaaaah!" she gasped with each brutal thrust, her whole groin on fire with pleasure and pain, her head thrown back over the back of the couch, her body possessed by an unbearable passion. Her hands clawed convulsively at his shoulders as he fucked her, her nerves jangling with pleasure, her body humming louder and louder with pleasure until she felt him drive hard into her cunt, his cock spasming in her cunt channel, and she knew he was coming inside her, filling her, and she screamed out in ecstasy, her teenaged body quaking and jerking and humping as sparks flashed before her eyes and her vision went dim and her heart seemed to stop as ecstasy rolled through her body. He held on as he came, his face a grimace of pleasure as he filled her teenaged cunt with his spunk, feeling her go wild beneath him as she screamed out her own orgasm. He held her tight as his cock pumped again and again in an incredible orgasm, joining her body to his, possessing her, pressing her face against his chest, feeling her warmth against his. Finally it seemed to stop, his grip on her relaxed. She moaned in satiation as he pulled his cock from her cunt and slumped down beside her, letting her legs fall to the ground. He was stroking her hair, and she gazed at him, her eyes sparkling. She snuggled up against him, her body still suffused with pleasure, to feel his warmth. They sat together for almost a half hour, not speaking, just relaxing after their orgasms. Finally he disentangled himself from her and pulled up his pants and began gathering her clothes. He knew her eyes were on her and knew that this was the time when he would have to corral her if he wanted her, and he wanted her now more than ever. She was the sweetest cunt he had ever fucked, and he wanted as much as he could stand. "Go wash up," he said, handing her her clothes and patting her head as he directed her to his bathroom. She showered, her mind numb, her body aching with remembered pleasure. Doubts began to assail her, doubts about what she had done-- she had given away her virginity--she had allowed a man to have sex with her. Then she remembered how good it had felt and shuddered. Had it been good for him too? She wondered. She wanted him to enjoy it, wanted him to love her body. She shook her head, water cascading across the shower as her hair spun wide, to clear her mind. The sex was so good, but it was bad. She shuddered when she thought what would happen if her mother found out about this, her mother who had raised her alone since she was five, her mother who she loved. No, it had been wonderful--she closed her eyes remembering the sensations--it had been wonderful having sex with Mr. Thomson, but this was it: no more. He would give her an A now in science and they wouldn't do this again, no matter how much he wanted to, how much she wanted to, her mind whispered. He was waiting for her as she came out of the bathroom fully dressed, not looking at him, standing five feet from where he sat in the chair as she spoke, "...my science grade, Mr. Thomson?" "You were getting an F," he said matter-of-factly, as if he hadn't just finished fucking her brains out. "I think today's little tutoring session raised it to a C." "A C!?" she blurted, looking at him, seeing no change of expression on his face. "A C?!" she stuttered, "I thought...I thought...." "A C," he stated again. "If you want and A come back Sunday afternoon, one o'clock, for another tutoring session." She swallowed, and nodded, not knowing what she was going to do. She turned, picked up her bag, and ducked under his arm as he held it open to let her out. A C? she kept saying to herself as she walked home.