"Miss Marble? I think you put my backpack in your bedroom. Is it okay if I change into my swimsuit in there?" As eleven-year-old Jerry said that, he was desperately trying to cover his stupid boner. A hard one that just wouldn't go away. He had to get into that bedroom and jack off again before she noticed how big he had gotten.

"Of course Jerry! Just let me grab my suit out of my dresser first. I can change in the bathroom down the hall so you can have some privacy." Karen wished that he would change in front of her so she could see more of that wonderful bulge in his shorts, but alas, not going to happen...yet!

"I never asked Jerry, but can you swim? Or will I be giving swimming lessons in addition to math?" She hoped against hope that he couldn't swim, so she could teach him, touch him, feel him, oh my god she was so lost in lust for him!

"I'm sorry Miss Marble. I don't know how to swim, but you don't have to teach me. I can just stay in the shallow end of the pool. You are so good to me anyway. I don't want to be a bother to you." As Jerry said that he couldn't believe he had just turned down an opportunity to be closer to her and maybe even feel her wonderful body close to him. Fuck! What a dummy he was!

"I don't mind at all, it is an easy skill to learn and I would be happy to show you. But it is your choice, although I do hope you will allow me the chance to show you just how easy it is. One moment, let me grab my suit and we can change."

Miss Marble went down the hall to the bedroom, trying not to rush, hoping he would be watching her swaying hips. She loved the way he looked at her when he didn't think she noticed. Like he wanted to fuck her she imagined. Well. She could imagine couldn't she? Once in the bedroom she grabbed the suit she had bought the day before, something so daring, so tiny. Looking around the room, she checked to make sure her rubber "friend" was out of sight, but not realizing the class picture she treasured was in plain view.

Coming out of the bedroom she greeted her fantasy boy. "All yours, I'll meet you at the pool sweetie." She called out as she cruised down the hall shaking her booty for him, and then entered the bathroom.

Jerry dashed into the bedroom and quickly jumped out of his shorts. He couldn't wait to get his underwear off because his dick was hurting from being hard for so long. Standing there naked about to get into his suit, he happened to look up and spotted his school class picture on her nightstand. Upon closer inspection he noticed a big red heart drawn around his face. It wasn't hard for him to put two and two together and figure out the boy she was talking about in that magazine was him! Fuck! Wow! She really thought of him that way he wondered?

The only way he could possibly go out to the pool was to jack one more time, so he stood in front of a picture of her on the dresser and pulled his hard fucking meat once more, squirting hot jizz on her face. Using his underwear, he wiped the cum off of the glass frame and quickly put on the suit to join her at the pool.

Karen leaned against the bathroom door, breathing deeply, trying to slow the shaking in her legs. Was she really going to go through with this? Did she dare wear this tiny scrap of material in front of him? She slowly took her clothes off, about to drape them over the towel rack she noticed her special magazine had been moved to the top of the pile. He had looked at it she now realized!!

Not sure if that was a good thing or not she reached for it and slowly started flipping through the pages, stopping at two pages slightly stuck together. Peeling them apart, she knew immediately what was causing them to stick together. Holding the magazine under her nose she breathed in deeply. It was that familiar smell, the same smell she remembered from when he returned from the bathroom. Unable to help herself, she drew a finger through the wetness, lifted to her mouth and slowly licked it. Salty, mildly bitter, it sent tremors through her body.

Putting the magazine down she put on the tiny bikini, barely covering her aureoles, her perky nipples so noticeable, and drawing the bottoms up so tight her cunt lips were proudly displaying a nice crotch smile. It's now or never she thought, and went to meet him at the pool. She really liked the look on his boyish face when he saw her strutting towards him. Mouth gaping open like he couldn't believe what he was seeing. She imagined it was a look of lust, and hoping that was true!

Oh my god Jerry thought. She might as well be naked in that suit she was wearing. Her big tits were totally exposed except for a little patch over her nipples. And the string bottoms were tucked up real tight on her pussy lips. Was she displaying herself for Him he wondered? If the picture on her dresser was any indication, then yes, she was showing off her body for him! My god that made him hot just thinking that might be true?

Jerry was beginning to think she might want him for more than tutoring. Or at least not for math anyway? He decided to wait and see if she did anything else that would be a clue. He didn't want to get into trouble by making a mistake about this. He had to somehow cover his crotch until he got into the water. Once in, he didn't have to hide as much. God she looked so hot, he knew he would have a boner even in the cold water.

"I'm ready for whatever you want to teach me Miss Marble (how to fuck?)."

Karen had to swallow twice before she could answer him. Only eleven years old but his body, though not fully grown, was tight, smooth, and more muscled than she had imagined. Even the bulge in his tight fitting speedo was more than she had expected. His cock was going to be a really big one some day. It looked to be about six inches already. What she wouldn't give to taste it!

What I want to teach you she he pondered? I wonder if you have any idea what I really want to teach you she thought. She was thankful the water was so cold and refreshing, or was it just that she felt so hot? Moving toward him, she hoped the water temperature would help her gain some control. What she really wanted was to pull that suit off of him and rub her mouth all over his crotch. What she did do was reach out with one hand and helped him down to the deeper water.

"Just relax honey. I won't let anything happen to you; we aren't going in to deep. Your feet will always be able to touch the bottom. I want you to hold onto the rail as I lift your body up. I'm going to hold you up with my arms under your legs and stomach to help you stay in the swimming position.

Now Jerry, this is important. You have to understand I will be touching you in such a way that your mom or other teachers might think is inappropriate. But It's necessary in order to teach you how to kick with your legs. You will sort of float until you get used to the feeling of how your arms and legs work together. You just have to trust me on this! Are you okay with me touching you in whatever way I may need to Jerry?"

God it was so exciting to be almost naked and this close to her. When she took his arm and helped him into deeper water her touch felt electric. Oh how much he hoped it was true that she thought about him with some kind of desire. Wow, that would be amazing. He decided there wasn't anything he could do about his fat dick, she would see it plain as day sooner or later, cold water or not.

"Thank you Miss Marble. I've always wanted to learn how to swim. I will do everything you tell me to do, and don't worry about where you touch me. You can put your hands anywhere on me you like."

How about on your cock honey? Or that sweet bubble ass of yours? My god if that wasn't an open invitation he just gave her, she didn't know what was?

"I am going to have one arm under your chest and one under your legs, and it will feel a little like you might be sinking, but I will be supporting you I promise. Now lean forward and relax. Just let the water help you to float."

Jerry's skin was so warm when he leaned over and rested his chest against her arm. Running her other arm down his body, she couldn't help slowing down as her hand brushed his hard cock. God it felt so good to the touch! She had to fight the desire to just grab it. Moving to his upper thighs she lifted and helped him float instead. This was going to be a lot harder than she imagined it to be.

"See how easy that was (not for her though)? Just relax and remember the water isn't deep and I am here to help. I'll move you around a bit so you can feel how to float (and I can cop a feel maybe), We will have so much more fun once you can learn to swim (fuck me)! Shifting her position, her arm moved a little higher on his thighs and her breasts were pressed tighter against his upper body.

"I hope I am not making you feel uncomfortable with how I am holding you. Our bodies are pressed together some and I apologize for my breasts poking you in the side, but it can't be helped. I just want to make sure you are firmly held and safe love." She said tongue in cheek. She actually loved pressing her tits against his side knowing he was getting pleasure from it too.

Oh my god she brushed his cock with her arm and he thought he would just die! He wondered if she had a clue how much she was turning him on? Her hands were so soft and felt so good touching him. He didn't want to ever stop the lessons.

"Miss Marble am I doing it right? I'm a little bit scared right now. You won't let me sink will you? You can hold me any way that you want too. I trust you Miss Marble. Just don't let me sink! Hold me as tight as you want?" He meant it too. She felt so great against his body. Her tits were pressed against him now and he loved the feeling. And her arms and hands were touching him everywhere and almost touching...oh man!

"I promise you won't sink, and I am so glad you trust me, that is very important between friends don't you think? And I would like to think of you as my friend Jerry; right from the first day of class I thought you were a very special young man. You must do a lot of sports, you have a wonderful body. I know as a teacher I shouldn't say things like that but as your friend I am amazed at your muscles! I bet you have a lot of girlfriends, I am sure they must be chasing you all over the place."

Karen could feel him relax a bit more and she held him a little closer. In doing so, she moved her arm even higher on his thigh, she could feel the heat radiating between his legs, even through the cool water. She knew as soon as she got him kicking those magnificent slim muscled legs, that his cock would be brushing her arm, just as she was brushing his side with her nipples, she knew how dangerous it was but she couldn't stop herself.

He could feel her tits on his shoulder now and couldn't resist turning his face towards them, his mouth almost on top of her big eraser-sized nipples. Wow did that ever feel good with them pushing against his face. He almost bit one, but then he pulled away quickly so it wouldn't be obvious what he had done. Jerry's hand went down to check himself from what he thought was sinking, and it landed on her butt. Right on the left half of her heart-shaped cheeks. He wanted to squeeze it so bad, but decided he better not. This might all be his imagination that she wanted to do some things with him he worried.

"I don't have any girlfriends Miss Marble. Thanks for the compliment about my body. I can't begin to tell you how great I think yours is. You must work out a lot to have such a pretty one. I'm sorry, I shouldn't have said that I suppose? It's no secret how I feel about you Miss Marble. It's so hard for me to concentrate in class because you are so beautiful. And I love you of course."

"You can say anything you like, we are friends right? You make me feel so good when you tell me you love me Jerry. I have love for you to honey, we just have to keep that a secret though. It wouldn't be right if the other kids thought I would be playing favorites or something. So we have to keep those feelings hidden young man."

"No girlfriends? You have to be joking, if I had a boy around that looked like you when I was young I would have been doing anything I could to get him to notice me. I do a little work out each morning, have to look good for my boys now don't I?" She laughed and hugged him a little closer. Did he just touch her ass or was that just wishful thinking on her part? She felt a familiar wetness between her legs that had nothing to do with the pool water. And she could swear he rubbed his face on her tits.

"Let's take a little break before we try some kicks Jerry?" She asked changing her thoughts from the dangerous things she was feeling for the boy.

"Okay Miss Marble. This is fun. Thank you for... You know? Loving me too. And calling me your friend. Could I uh... Would you be able to... I'm sorry, but this is kind of embarrassing to ask. A girl at school wanted to kiss me the other day and I uh... Well, I almost ran away from her because I didn't know what to do? Miss Marble... I don't know how to kiss. I was just too embarrassed to tell her. How is a guy supposed to know how to do something like that anyway Miss Marble? I really felt stupid!"

"I guess it is something you just learn from doing, you just need a nice girl to practice with. Believe me Jerry, everyone has to have a first time. It's really not hard to learn and it only takes a short time. I... Well, I guess I could help you with that, I mean if you don't mind kissing an old lady like me. But you do know that if anyone found out I could get fired and in a lot of trouble? Maybe even go to jail. It would have to be a super big pinky-swear secret. Do the kids still swear that way Jerry?"

"Pinky swears are good. That's for little kids though. I swear Miss Marble that I would never say anything about... You know? About what we do at your house. I mean... That is if you... Oh crap Miss Marble. Will you really teach me that? You're not an old woman. I think you are so hot! I've dreamed about... Oh crap Miss Marble. I promise not to ever say anything." Jerry was so tongue-tied he could hardly put two words together without sounding like a fucking sped.

"It's settled then, because I sure won't be saying anything either. Maybe it's something we should do indoors rather here in the backyard though. Would you rather do that than learn how to swim dear?" Karen couldn't believe her luck! This tender young fifth-grade boy wanting kissing lessons? She had hoped he would say yes, because she wanted so badly to taste him.

"Aw gee-whiz Miss Marble. That would be so great... I wasn't thinking you should... I mean, I'm really embarrassed now Miss Marble. I mean it would be wonderful to learn that from you. You know that I have a crush on you anyway. I don't know? It's so embarrassing to think about doing that with you. Do you really want to teach me that? I would really like to if you mean it? I say it again, I wouldn't tell anyone honest. I can learn to swim anytime, but I would really like to know how to kiss. I can't believe I said that. You must think I'm really stupid Miss Marble?"

"Not at all Jerry! I think you are a wonderful young man, and it would be my pleasure (oh my god yes) to help you in any way I can. I understand all about having crushes. I think I have had one on you as well honey, so stop worrying about that. Our feelings for each other are part of the secrets we are keeping you know. You impressed me so much that first day of school, I often wished I really was your age so I could have a chance at being your girlfriend! There! I just told you my secret fantasy about you. Now we both have a secret fantasy about each other, so we can move on. I think swimming lessons are over for the day, lets go inside and see if we can do something about your kissing troubles!"

Jerry was having a problem breathing just thinking about what was going to happen. He couldn't believe he was actually going to be kissing her. He also was having trouble believing that she just admitted wanting to be his girlfriend if she were his age. He would like to be her boyfriend anyway. He was beginning to like older women. Well, one anyway! He had jacked off so many times thinking about doing something like kissing her, and now it was really going to happen. He hoped he did it right. He wanted to please her so much. God he was starting to shake he was so afraid.

Now that one of her dreams was about to come true, Karen was terrified! What if he told someone? His mom for instance? What if he freaked out somehow and she made a mess of this? What if he didn't like the way she kissed? Not that she knew a lot about kissing, having spent most of her adult life avoiding men her own age, but surely it was like riding a bike? Some things you never forget right? Oh fuck she was really losing it! Get it together Karen! Leading him into the house, she tried to think of a way to make the most of this opportunity and not fuck it up. God she was acting just like a little school girl.

"Why don't you get out of your wet trunks, just pull your shorts back on and I will be in the bedroom in a moment, I think this would go best if we were both on the bed, so wait for me there?" Not waiting to see his response to that she went into the bathroom, peeled off her wet suit, and began to rub her throbbing clit. Not allowing herself to cum, she put on her housecoat and came back to the bedroom. Her breath caught in her throat as she caught a glimpse of a smooth white little boy butt just before his shorts covered it up.

As Karen approached the bed, she noticed her picture frame was facing a different direction than she usually had it pointing, and out of curiosity picked it up. There was a trace smell that she recognized right away. How in the hell did his cum get on her picture? Damn she wished she knew the answer to that one! He actually beat off in her bedroom. How hot was that making her now?

"Oops! I'm sorry I wasn't fast enough." Jerry said buttoning zipping up his shorts. "That was probably the last thing you wanted to see was me mooning you Miss Marble!. Sorry." Jerry actually did that on purpose knowing she was coming in the room. He wondered what she was wearing under that robe, if anything? He sure wished he knew what he was supposed to do now? He would just have to wait and let her teach him.

"I didn't mind at all," She laughed. "As I said before, you have a beautiful body Jerry, and I don't mind seeing any and all of it." Oh my god did she really just say that? He could really be freaking out now she supposed. He might be thinking his Tutor is a Pedo! She sat down on the edge of the bed and patted the space beside her. "Lie down here and lets see if we can figure how to start. I don't mind telling you that I am a little shy about this and not really sure where to start. I have never taught kissing before, but not to worry, I know how."

"I don't know what to do Miss Marble. Just tell me what I'm supposed to do and I'll try my best. I've never kissed anyone before other than good night stuff with mom. I'm afraid Miss Marble. Really I am!" Jerry then lay down with his head on her pillow and waited expectantly. He really was nervous now!

Seeing how pale the boy looked, Karen couldn't help herself from saying something that she really didn't want to say.

"You know Jerry. We don't have to do this if you are frightened? I don't want to do anything that will scare or upset you! You just say the word and we will forget all about this and go back to doing math." She leaned over and hugged him cheek to cheek, afraid he might take her up on the offer and decide he didn't want t his. She knew she wouldn't force it and would stop if he asked her to.

"It really isn't a hard thing, and believe it or not it isn't any harder than kissing your mom goodnight, it's just a little different, not a lot. And if it's with the right person, say, someone you love, then it can give you amazing feelings! Feelings that you will want to have again and again. Since we both love each other, I'm guessing when we kiss it will be really special!" Karen said sort of holding her breath and hoping he wouldn't chicken out at the last minute.

"I really want to Miss Marble. Please show me what I should do?" Jerry was so excited now; he wanted her to do something soon. His cock was as hard as ever, and he didn't even know why? He hadn't put his underwear back on because they were soaked with cum, and he had hidden them in the trashcan. Because there wasn't anything to hold it in place, the head started slipping out the bottom of his shorts much to his horror. He tried turning sideways a little to hide it best he could, but wasn't optimistic because it was touching her leg.

Karen decided it was time to just go for it, and leaned down real close and said; "Just kiss me on the mouth like you would if you were saying goodnight to your mom." She then touched her mouth against his soft pouty lips briefly, and then she sat back and looked at him. My goodness he had the most amazing blue eyes. There was so much about him to like she hadn't really paid that much attention to his eyes, but now she did. What she saw was definitely lust.

"See? That wasn't so hard, now lets do it again but a little slower. I will leave my mouth on yours a little longer this time. Just relax and enjoy it honey." She sure as hell was. She had felt a jolt like never before when kissing adult mouths. This was so erotic and of course against the rules of society. That made it all the more pleasuable.

This time when she pressed her lips against his, she put one hand on the back of his head to control the length of the kiss. Tilting her head slightly, she pressed her mouth back against his a little more. Letting her hand drop she pulled her lips from his with great effort. She wanted to stay there for ever!

"Sometimes it helps to use a hand like i did. Do you think you could do that again, only this time using your hands?" This was more than she even fantasized about. Why was it such a rush to kiss a young boy she wondered? Was it the freshness of being the first kiss? She thought it was more than that! She really was falling in love with him! God, how sick was that? Karen was having to come to grips with the fact that she was a fucking pervert! She wondered if the sex in prison would be as good?

Oh man that felt so great Jerry thought. Her lips were so soft and he felt light-headed when they were touching like that. Her body was pressing against his as she lay close beside him. He didn't think she had anything on under the robe because he could see the top of her tits now. They were so beautiful!

"That feels so good Miss Marble. Am I doing it okay?" In answer to his question she pushed him back down and started a longer kiss, he was in heaven. His only problem now was that fucking dick betraying him! The head was poking out the bottom of his shorts and pressing against her bare leg real close to her crotch. He was sure she was naked now, because he could feel some hair on the end of his dick, and the only place that could be was...oh baby!

Leaning over him she couldn't stop kissing him over and over, devouring him like she had dreamed about doing for so long. This had gone far beyond a lesson in how to kiss. She was in a real make-out session with her new little boyfriend and loving every minute of it. The taste of him on her lips was enough to make her crazy! His skin was so soft it invited her hands to wander over his chest, down his belly, stopping only when she felt the edge of his shorts. She knew her robe was gaping open, if he opened his eyes she was sure he could see her breasts, her tight nipples. Just the smell of him, and the taste was so intoxicating she didn't care anymore. Karen didn't know what to do about his cock head touching her bush though? Was she going to far with the lesson?

Karen brushed her mouth along the line of his jaw, to the corner of his mouth before pressing her lips against him again. Her hand was still playfully stroking his chest, fondling lightly his small hardening nipples. She was so lost in her lustful feelings for the boy that she didn't even care that her nakedness was beginning to find his flesh in many different ways.

She was making him a little crazy with her hands moving all over him. She was playing with his nipples and he had never thought that something as simple as that would ever feel so good? She was also pressing more against him as if she knew what that was touching her leg. He couldn't help himself and started rubbing his dick against her a little, sort of like he was pretending to fuck her or something. Not that he knew anything about fucking that is. His flesh against her flesh felt so wonderful! Her robe was open at the top now and he could see her all of her tits. This was so much more than he ever dreamed about happening with her. He realized it would be easy to keep their secret about today, because who the fuck would believe him anyway! No one, that's who!

Moving from his mouth to his ear, Karen kissed along his jaw before lightly licking the curve of his earlobe. She was in seventh heaven! She could feel the hard and surprising length of his cock along her leg now, actually touching her bush. She pressed against it harder, wishing she had the nerve to touch it, to stroke it, to kiss it and so much more! But did not want to scare him by going to far to fast. She then drifted her hand down his body and traced the top of his shorts back and forth with her fingers, occasionally dipping a finger under the band, softly rubbing the top of his groin. Whispering in his ear that she loved him, knowing that's what he wanted to hear.

"Don't forget, you have hands too Jerry. A big part of kissing is the enjoyment of touching the other person's body while you do. You have my permission to touch me anywhere you like honey. I really would like that!"

Jerry had never been so lost as he was in her arms at that moment. He no longer cared about whether he should or shouldn't be doing things like this with his Math teacher. It was plain to see now that she was inviting him to touch her, how she felt. He was no longer afraid, and he wanted to feel her beautiful breasts so bad. He put a hand on one and started squeezing and playing with the nipple. It was amazing, and he never wanted to stop.

"Oh Miss Marble you are so wonderful! This is the best day of my life! I love you Miss Marble! I love everything about you!"

Her back arched and her body shuddered the second she felt his hand on her breast. When he paused to play with her nipple she thought she was going to have an orgasm right then and there. And the way her new little lover was talking to her made her produce more and more cream than ever!

"That feels so good Jerry! Please don't stop! Honey, It's only fair if you can play with my body this way, that I should be able to play with yours don't you think?"

Without waiting for an answer, she lowered her hand those few precious inches and wrapped her fingers around his surprising thickness. She started to rub and lightly scratch at the shape through his shorts, eventually pushing the leg opening all the way up releasing his package. Exploring the length and the width of his wonderful man-sized cock, she loved how his entire body jumped, and how his hand tightened on her tit while she fondled him.

Oh my god she's playing with my dick! That feels ten times better than anything I've ever felt before he thought! This is the best day of my entire fucking life he mused!

"Miss Marble your hand feels so good touching me. I'm so happy you want to do that with me. You can do anything you want Miss Marble because I don't want it to ever stop! I love what you are teaching me, and I love you so much!" Then Jerry put her tit in his mouth and started sucking and licking it while starting to hump his cock against her bare leg and magic fingers.

She had to feel his entire package, cock and balls. She had to hold it in her hands, and feel the weight of it. Flicking the button on his shorts, and pulling down his zipper, she simply pulled his shorts down past his knees, to the pleasing sound of his soft moans. She began to molest him in smooth strokes, slowing his frantic humping, wanting to go slower to extend the moment forever.

Karen knew he wouldn't last much longer, and wanted so bad to take him in her mouth. She also didn't want to frighten him off either. 'Next week', she thought? Next Saturday after he had all week to remember this moment, maybe she could move things along a little faster. His mouth was hot and wet on her nipple; his cock was twitching like it had a life of its own. She knew any moment he would explode, and knew also that she would as well.

Jerry couldn't hold back any longer and his balls just forced the cum out and up the shaft squirting into her hand and onto her leg. He couldn't stop shooting as rope after rope started filling her cupped hand and leaking onto her naked thigh. He had never delivered such a load before. It had been building up all afternoon and now it was the most amazing thing he ever experienced. God he loved her so much!

"Miss Marble that is so fantastic what you did? I'm sorry to make such a mess on you. I love you so much Miss Marble. Thank you for teaching me so much today. I hope we can do this again?" And he had never meant anything as much as that! He wanted to do this a whole lot more. Next Saturday was already looking so far away; he knew the week would drive him crazy waiting.

The second she felt the hot sticky cum spill on her hand and leg, her own orgasm hit. Shuddering, she moaned loudly to the strength of it. Her body shaking, breathless, she knew Jerry was talking, but she could hardly make sense of what he was saying.

"That was so wonderful Jerry! Thank you so much for letting me teach you the pleasures of kissing." She couldn't help but chuckle over how fast the kissing lesson went from something almost innocent to something so carnal.

"Don't worry about the mess, I certainly am not. I hope we can continue next Saturday, if you still want too! Give me a kiss, and then we better clean you up and get you on your way home." Karen was floating, ecstatic, and already couldn't wait until next Saturday, and he hadn't even left yet!

Jerry was surprised to see her absently scoop up the cream off of her leg and lick her fingers clean like it was chocolate syrup or something. He would ask her about that next week.

Continued...