The thought of his lips on her clit sent a buzz through her belly and up her spine -- like sexual thoughts had intoxicated her mind when she was a teenager.

But she was no longer a teenager.

Professor Sherry looked in the mirror in the restroom before she walked back to her class. She didn't look 40. She definitely didn't feel 40. Her palms pushed down against her pert breasts covered in her deep purple blouse. She didn't remember the last time they were used sexually -- that was a drunk one night stand, and that guy was clueless as much as she could remember. He groped weakly at her curves and slumped his pathetic manhood into her body.

That night was a miserable experience. Almost as miserable as the mail that greeted her three days ago. All of her education -- a bachelor's degree in both English and Public Speaking; a master's degree in communications' a Ph.D. in Linguistics -- and the only words she could manage in reaction of the situation was:

"Fucking AARP. I'm not old."

She had told her basic communications class about the letter two days before. The AARP -- American Association For Retired People -- sent her a form letter informing her of her new eligibility, since she was turning 50-years-old.

But she wasn't 50. She was just turning 40. Just barely out of her sexual peak -- not that the fact mattered. Sherry spent most nights of her sexual peak reading love novels and snuggling against an oversized teddy bear her daughter gave her for Christmas.

She ranted about the letter to her class. Most of the 18-year-old freshman students paid it little attention. An older student -- Matthew -- kidded with her about it.

"Maybe the AARP is getting too old itself to do numbers accurately. Cognitive math skills are some of the first skills to leave, Professor Sherry. Or maybe they think your qualify -- the way you act as opposed to your actual age."

She threw an eraser at him in a joking matter, and he threw it back. A small battle of erasers and wadded paper took place until everyone was laughing about the way the two "adults" of the class could act so silly and flirtatious.

Matthew wasn't like the majority of students. He was in his mid-twenties and had spent the previous eight years traveling the world and doing "classified" duties as a Navy SEAL. When everyone introduced themselves on the first day of the semester, he said he got out of the military when he was shot in his knee and his ACL was destroyed. He could have stayed in as a desk jockey, but decided to go back to college.

It was final's week at the college. Matthew was acing the course unless he really fumbled the final -- and Sherry doubted that would happen.

He didn't look like a Navy SEAL. He was thinner than she thought he'd be. Muscular, but not John Rambo like. Matthew was cute, though. Very cute.

Very -- what's the word she heard her daughter use in describing her online friend? "Doable." That's what Matthew was. About 6 feet 2 inches tall, short brown hair, brown eyes and a quick smile.

Sherry admonished herself for even thinking about it. The guy was closer to her 18-year-old daughter Samantha's age. Matthew was at least 15 years younger than her -- and a student no less.

Still, she considered her own 5 foot 9 inch body melding onto his -- riding him slowly as they made love. Her long brown hair falling around his shoulders. His smile widening as he entered her seemingly dormant sex. Sherry felt the pinch of desire drift from her eyes down her spine.

"Jesus, woman. Get a hold of yourself."

She straightened herself and went to the classroom. There he was -- a brightspot among the other coeds. Not in a fraternity. Not trying to fit in. But not an outcast either. One of those few people who was comfortable with who he was and what he wanted. He simply desired to learn and travel.

It was a day for final speeches, and Professor Sherry watched as four students gave 15 minute presentations. Jen the Cheerleader talked about fashion; Randolph the Geek spoke about Star Trek and the computer systems of the Enterprise; John the Fratboy discussed the importance of fraternities.

Than Matthew stood up to give his presentation. How America must be careful when trying to establish its culture to other countries -- and how it needs to embrace other societies instead of trying to homogenizing them.

It was smart, witty, and somehow sexual.

At least, the way he was looking at Professor Sherry seemed sexual. Eye contact. "Strong" she wrote next to the word on her grading paper. Expression "Great" she jotted down. Sherry felt her eye contact falling toward his crotch and was finding herself staring at his khakis' bulge. Maybe it was just the lay of the fabric. Maybe it was his instrument of sexuality.

She wondered if any of the other students were staring as well. Surely some of the girls had to be impressed with him. Or maybe they were simply too young to understand why he was significant. Sherry understood. She adjusted herself in her seat and felt moisture within her wanting to spread. Her eyes closed trying to avoid the dirty thoughts.

As he finished up, he referred back to the AARP letter. "We must know how to treat other cultures -- if they speak different from us. If they look different from us. If they are older than us," he smirked. "Because those who speak differently, look different and those who are older than us all have something to teach each of us -- individually and as a nation."

He went to sit back down, and Sherry stood up. The two brushed against one-another, and the dirty thoughts returned.

She turned on the overhead that gave an overview of the speeches and the next week of classes.

"Thank you, Matthew. Good job. Now, that was the last speech of the day. Finals' study sessions are going to be held on Tuesday and Thursday. With that, I'll cut you all loose early today. Stay out of trouble," she told the class. The students grabbed their bookbags and left, leaving her in a room half-dark.

She was filling out Matthews' speech critique when he walked back inside the room.

"Hi, Professor. I forgot my bookbag," he said.

"No problem. No problem at all. Good to see you again," she smiled. "You aced that speech, by the way. Unless you fail the final, you're getting an 'A' in this class."

"No pressure."

"No. You did a good job this semester."

"Thanks. You're a good instructor."

There was a silence between the two. The flirtations between the two had rubbed like a match against a matchbox for three months. Sherry initialized his speech critique.

"Since you're here, you might as well take this," she offered the form. Matthew walked to her -- closer than he needed to -- to accept the grade. "As you can see, I think your expression was 'great' and your eye contact was 'strong'".

He smiled. "It's easy to talk in front of a friendly crowd."

Their fingers touched slightly -- longer than they needed to -- as they both looked at the sheet. His eyes spied the AARP letter resting on the desk. Matthew picked it up and held it with his speech critique.

"So here it is. You're officially old," he smirked.

"I can still change your grade," Sherry glared as she touched his hand and the letter. "I'm not old. They are ten years early."

"I agree. I still think you look very young. If I can be so bold, very kissable."

Their hands were touching again. Her knees weakened more like they were when she was 16 and kissing a boy for the first time.

"You want to be that bold?"

"I do," he responded, leaning his body to hers -- both licking their lips, wetting them as their mouths met in the classroom. For a minute, it was tender, exploring kissing -- like 16-year-olds. Neither talked. The taboo of a teacher and student, even at the college level with two consenting adults, was one both quietly feared. But both had longed to break the taboo was well.

The second minute, the kissing grew more intense. Her eyes opened in the half-dark of the room to see the overhead glow against Matthew's face. Their breathing raced as her hands brushed against his body tentatively, her fingernails running along his cheek and neck, down the middle of his chest and against his firm abdomen. In turn, his hands stroked her shoulders and back, down to the curve of her ass. She pulled against him; in turn he pushed against her. His lips tongued the flesh of her neck like she was a sweet fruit. With his teeth, he unbuttoned her deep purple blouse -- one of his hands pulling it slightly open and exposing her bra to anyone who might walk in the classroom.

Using his fingers, he tentatively pulled up on her knee-length dress -- but her moans only encouraged him as his fingers touched the slick feel of her pantyhose. He flexed his neck against the shape of her legs and the form of her passion. Against the pantyhose as inhaled hard against her clit. It was like her body was a cigarette -- as he inhaled, her face flushed like the cherry of a burning cigarette, her own throat felt overcome with steam.

"Oh, God."

With one hand reaching toward her abdomen and breasts, Matthew reached his other around and pulled down on Professor Sherry's black pantyhose and white conservative panties, stripping them down her legs and letting them regrip at her knees. Without hesitation he returned to inhaling against his teacher's pussy and licking against her tenderness. The dress laid on his short hair. Sherry leaned back, her hand around the neck of Matthew as she lowly moaned. Wetness greeted him, and he lapped greedily at it. Like Merlot wine, his favorite drink.

Sherry opened her eyes to see her dark silhouette from the overhead against the white screen. As she moved, so did her erotic shadow. She lowered her neck to find the fingers that had been caressing her nipples through her 36B bra. Sherry held Matthew's hand and than began sucking on two of his fingers like she would his cock. She couldn't even recall the last time she gave oral, much less received it.

Like the kissing of lips, his mouth against her passion went from a stage of exploring and tenderness to intensity as he sucked on her skin like a thirsty man sucked on a quart of water. She felt the tearing of her panties and pantyhose as she spread her legs farther to accommodate his tongue against her inner thighs -- his nose breathing at her light blonde bush, warm air on her swelling clit.

"Oh, God," she exhaled again. It only encouraged Matthew to suck on her harder. It hadn't been too long since his last experience with a woman -- but it had been a few months -- and that girl, another girl in this class in fact, was either too self-conscious or too drunk to enjoy the oral. But not his professor. She was breathing hard and verbalizing her enjoyment -- quietly but-firmly.

He felt her left knee give as her orgasm grew closer. Her fingernails raked along his shoulders as she rapidly inhaled and exhaled like a runner in a sprint.

"Yes. Oh yes. Oh Matthew, right there. Just like that," she told him.

"Just like that" to Matthew meant "just a little faster. Just a little more harder." And it increased the lapping of his tongue as fast and hard as his neck and lips allowed. Every 10 drinking laps of her pussy, he sucked on her clit for 10 seconds. He began working it into a rhythm until she was frantically trying to kick off the restraints of her pantyhose to climax. Just when she was on the edge, Matthew sank his index finger deep into her body and pulled it toward her front, finding and rubbing on her G-spot while he sucked hard on her clit.

Not only her face, but her entire body grew flush with the experience of the inside massaging and the outer sensation. She started shaking her body violently and sucked hard on Matthews' hand.

"OH MY GOD!" she exclaimed with his fingers in her mouth, apparently no longer caring who heard. The dean of the communications department could have been walking by the classroom and Professor Sherry wasn't sober enough to hold back. She was experiencing an orgasm like she hadn't in 40 years. Her ex-husband, her former lovers, nobody oraled her like her student was -- with desire and conviction.

He kept sucking on Sherry's body until she reached a second climax -- her wetness slipping onto his mouth like wine.

Matthew -- after 14 minutes -- pulled back from his instructors' womanhood and looked up to her, the light of the overhead encasing her like an angel. Her face was no longer that of a teacher, but a lover -- her lips open as she exhaled. Virtually nothing was said. He smiled at her, she smiled down at him. He kissed up her tummy, licking deep against her naval and then her chest. He slipped an arm around her back and in one move unclipped her bra. He pushed the cups over her breasts and lovingly suckled her hardening nipples one at a time. As he licked one, he massaged the other breast with his palm and fingers. He switched back and forth between her breasts -- his tongue licking the distance between her breasts, then continued upward to kiss against her neck again.

Professor Sherry's hands had been stroking against his body hard now, pulling his polo shirt out of his khaki pants. She pulled against the bulge of his pants, now convinced what she had stared at during the speech was what she desired. Sherry found his belt and pulled at the strap until he loosened.

"We don't have to do this here," he whispered in her ear as she unbuttoned and unzipped his pants. "We don't have to do this at all," he added. He didn't want to rush.

"Yes. We really do," Sherry said kissing him. "I need to feel you fill me, Matthew." She sank her hand into his khakis and gripped his hardness with her hand. His cock was large, firm and as heated as her pussy was between her legs. She pulled his pants to his knees and ran her palm over the precummed head of his manhood. Sherry sank her hand into her own passion liquid as she kissed Matthew hard and -- slick with her wetness -- returned to stroking his hardness. He moaned softly into her mouth with the pleasure. His cock strained in the inches of air between it and her pussy.

She stopped momentarily and looked at the young man. "I need this off," she said and pulled his shirt over his neck, dropping it on his speech critique and her AARP letter. Sherry was momentarily mesmerized by his physique. He hid it well under a lot of sweatshirts and sweaters and large T-shirts -- her student Matthew had the body of a Greek God. Her fingers and fingernails glided against his chest as she smiled looking at his body. She had never been with a man as good looking and as good at oral.

Finally, she looked at his eyes, still somewhat hypnotized.

"Wow," she managed. All of her degrees, and that was the best English she could manage.

Matthew smiled and kissed her. She reached between her legs to his cock and pulled him forward -- pulling him into her 40-year-old body, the heat and hardness slowly sinking into her, stretching her, wetting her more. He took his time maneuvering into his instructor. He wasn't an 18-year-old boy just wanting to cum and go. He wanted to please her. He had studied Tantra and wanted to explore that concept with Sherry, but didn't think it was a good time to bring up the subject. As the were fully joined, they began to push and pull against each other in rhythm. After three minutes of slow rocking, Matthew stood up, his pants still around his knees and held her in midair as they made love.

Holding Sherry by her ass, he thrust up into her for three or four more minutes. He sat back onto her professor's chair and let her ride him. She pushed her body down onto his, actively reaching between her legs -- her fingers forming a V around his cock to double the eroticism for him. Her long brown hair draped down on his shoulders as she kissed him and sucked on his tongue.

His hands fumbled with her lower torso to rip the rest of the pantyhose and panties from her legs. He only got so far. Her left leg was naked -- her right had waddled pantyhose, panties and her high heel still attached. He kicked off his shoes and whipped his khakis from his legs. He briefly crossed his legs Indian Style to pull off his socks. The position thrust his cock deep into his lover, and she came for a third time. He felt his seed filling heavy in his groin. He maneuvered from her chair and onto the cold tile floor.

Professor Sherry reacted with chills and nearly complained, but than she felt her lover push as hard as he had as deep as he had in the missionary position. Matthew started crashing into her walls of her passion like a demolition derby -- banging, slamming, smoking. His balls slapped against her pussy and ass like a bass drum without pause. She pulled his face to her neck and felt his heated exhalation breathing against her. He moaned and began groaning loudly.

"Yes, lover. It's okay, baby," she encouraged. "Feels so good ... so-so good."

"Professor Sherry. I'm close, Professor Sherry," Matthew said, sounding like a student needing just a hint of instruction.

"It's okay, Student Matthew. Cum all over my skin -- all over my belly and hips."

He thrust six more times into her, his cock swelling inside her like a flame struck with gasoline. He pulled out of her and ran the length of his seven inches along her pussy's lips and then pushed down on her clit. Five long streams of his climax rained onto her waist and against her pulled up skirt. He rubbed his cumming cock down on her clit, sending Sherry into a fourth climax as her fingernails ripped down his back and ass. Their moaning was audible to everyone on the entire side of the school building, but nobody knew exactly from which room the cumming was coming.

They laid together on the tile, their own body heat and sweat warming the once cold stone plates. Matthew kissed his professor on the lips.

"Sherry, I think the AARP is not doing its numbers accurately. Cognitive math skills are some of the first skills to leave, you know. And I now know a few more skills that seem about 30 years from leaving you."