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 ï>¿Lessons Learned byM8dOvGlazÂ(C)

   Lessons Learned Ch.  01: The Class

   It was my last semester at college in 1999; my last term until I
completed my bachelor's degree and moved on to grad school in another
state. I was getting a bit of a late start, being twenty-eight now and
having finally returned to college earlier in the year so I could finish my
senior year.  I'd been delayed when I rashly married at twenty-one, then
ended up divorced at twenty-six.

   Luckily, I only had two serious classes left, along with a few weekend
workshops made up of electives to push me to full time level.  I had a
little work study job a few hours a week, and worked part time on top of
that while living at home, all so I could save money for my move in
January.

   My Tuesday-Thursday classes were Cultural Diversity and Psychology of
Human Sexuality.  It was in Human Sexuality that I first met Zach, and
became involved in a little research experiment of my own design that came
to be one of the most memorable events of my life.

   I arrived in class with a couple of minutes to spare and scouted out the
remaining seats.  To one side, it seemed most of the girls in class had
ended up flocking together, either giggling, checking their makeup, or
ignoring the rest of us as much as possible.  The middle section seemed to
be more where the middle aged 'return to college' folks ended up, and the
other side had a good grouping of empty seats.  A lone guy sat in the seat
I would have chosen for myself, back row, farthest right hand seat.  I
determined that I would sit in the seat next to him, and hope that next
class I could arrive early and steal it from him.  I was a bit mercenary
that way.

   As I sat, the guy flicked an alarmed look at me, and I almost felt
sympathy for him.  I often chose the same seat he was in to avoid having to
deal with too many people around me.  I gave him a friendly smile, which he
returned before his cheeks flushed pink and he returned to looking down at
whatever he was writing in his notebook.  Interesting.

   There was a commotion at the front of the classroom, and three young men
entered noisily, shoving each other a bit, one laughing.  They stopped
short and took in the seats as well.  They definitely had an interest in
the flock of chattery birds on the other side of the room, until their eyes
lit on my new seat neighbor, and the biggest of them nudged the other two,
said something in a low voice and they came clambering toward us.

   My new neighbor looked both alarmed and somehow resigned to their
oncoming presence.  I felt more than heard him sigh deeply.  He gave me an
apologetic look as they flopped into chairs, surrounding us like a pack of
hunting dogs, one in front of each of us, and the other to my left.

   "Hey, brainiac," the largest of them said to my neighbor and reached
over to rub his hand hard over the kid's head, mussing his hair.

   "Hey, Reggie," he answered neutrally, as he smoothed out his hair.

   "Think you're gonna learn anything in this class?  Like, maybe how to
have a better relationship with your right hand?" He made a gesture,
clearly indicating he was referring to jacking off.  The other two snorted
in amusement.

   My neighbor blushed a deeper red than he had earlier.

   "Excuse me, gentleman," I said smoothly, "but I'm going to have to ask
the two of you who just came in and sat next to me to move at least one
seat away.  At least one seat.  You might even want to move two.  See, I
have this medical condition, and well, it could be bad news for anyone
sitting too close." I looked to my neighbor, who was looking at me
incredulously.  "You should be okay.  You're not so close you might trigger
it.  And you're not covered in obnoxious cologne, which is really helpful,
so thank you."

   The two I had just requested they relocate looked at me like I had
sprouted a second head.

   "I'd really hate to have to ask the professor to get involved.  It might
even require going to the Dean of Student Affairs, since I have a written
accommodation on file specifically allowing me to arrange my classroom
seating for my, uh, maximum health benefit.  I just thought it would be
better to ask you nicely to help me out by moving without going through all
that stupid red tape, you know?" I gave them my most innocent smile.  "You
look like such sweet boys, I don't want to cause you any trouble.  And I
would hate it if you were, well, inconvenienced by my sometimes spontaneous
vomiting."

   I was bluffing my ass off.  I don't know what made me do it; I really
didn't care where these asshats sat, but something about them just made me
think of a pack of jackals, and I wanted them away.  I had no authority to
make it happen.  I've often found that just using a friendly, assertive
tone was enough to convince people I knew exactly what I was doing, and I
really just had their best interests at heart.

   "Yeah, okay," muttered the one next to me, and slid over two seats.  The
one in front of me was more reluctant but the big kid, obviously the
ringleader, punched his arm, muttering to him that they'd get there earlier
next class and sit where they damn well pleased.  Both of them ended up
moving a couple seats up to be near the third jackal, leaving me and my new
neighbor pretty much isolated.

   "Wow," the kid next to me muttered, and gave me a look that seemed to
contain more than a share of respect.  "That was like the best line of
bullshit I've ever heard anyone run on those guys and have it work."

   He glanced at the three, who were speaking to each other in a low tone,
with an occasional look back at the two of us.

   "Those guys are clearly dicks.  Are they friends of yours?  Do you want
to go sit with them?" I tried not to sound hopeful I was about to gain my
favorite seat.

   "No," he snorted.  "The blonde guy is my roommate though.  I wouldn't
exactly call him my friend.  They're his friends, that's how I know them."
He lowered his voice.  "And they are dicks."

   Our discussion was interrupted by the arrival of Dr.  B, one of the
professors who typically taught the graduate level psych students, except
for this one undergraduate course.  Because of that, I'd not had any
previous contact with him and had no idea what to expect aside from rumors
that he was a bit of an ass, with a dash of burnt out and bitter.

   Oh yeah, it was shaping up to be a great class.  I nearly rolled my
eyes.

   Dr.  B immediately started the class with a disclaimer that we were to
act like adults in his class, because the content was adult oriented
material, a serious branch of the field of psychology, and he wouldn't put
up with any nonsense from us.  He also warned that anyone overly sensitive
or unwilling to participate fully in the class, including graphic
discussions and watching of graphic videos should take themselves
immediately to get their schedule changed while other classes were still
open and available.

   And to prove his point, he turned on the TV and VCR and turned off the
lights.

   We sat in wide eyed silence, watching a clinical video about the
research of Masters and Johnson, which included excerpts of archived films
showing their tests subjects both masturbating and having intercourse. 
Naked, everyday people, calmly discussing their sex lives, or lack thereof,
with people in lab coats holding clipboards.  Volunteering to tell the most
intimate details of their lives to the researchers.  And not just tell, but
demonstrate.

   Maybe it's wrong, but there was something a bit sexy about sitting there
in the dark with total strangers and watching people fuck each other in the
name of science.

   After forty-five minutes of the visual and aural assault of this, the
lights were abruptly turned on and we sat blinking in the sudden
brightness.

   I'm pretty sure by the reactions of the people I checked out from the
corner of my eyes that I wasn't the only one who found the
film...interesting.  Some appeared horrified, some sat ramrod straight in
their chairs, staring straight ahead, while a few appeared studiously
interested in the top of their desk.  Not a few of them were shifting in
their seats, just a bit.  Making adjustments to remarkably too tight
clothing, perhaps.  I was trying hard not to shift in my chair.  I was
afraid my jeans were pressing most uncomfortably against my damp nether
regions.

   My neighbor was leaning forward, eyes halfway between the TV and his
desk, arms crossed in a way that rather effectively was hiding what I
suspected was an erection.  I wanted to look closer.  Instead, I tipped my
head back a tad and stared at the ceiling.  Must.not.look.

   Dr.  B gave us no time for recovery.  He launched into a description of
the rest of the semester, reviewing the textbook (which contained very real
photos and blunt discussions on a variety of sexual topics), the syllabus
(to include more videos, pretty much every class session), and a research
paper.  To be completed with a partner.

   "We will wait to discuss more about the research paper on Thursday,
after those faint of heart have had time to find a new course," Dr.  B
sneered.  "Now, take one of these and pass them around." He thrust a thin
stack of paper at the first student he could reach without having to take
too many steps.

   "Everyone has one?" he continued.  "Good.  Now partner up with someone
and spend the next 20 minutes getting to know them.  You will ask each
other the questions on this paper.  You will not take notes.  You will
listen to their responses.  Ask the question, respond, move on to the next
one.  This isn't Penthouse Forum!"

   I glanced at the first few questions and swallowed, nearly choking in
shock.  Partner up and ask someone about their first sexual experience,
whether it involved penetration or not?  Ask them at what age they lost
their virginity?  I could hear the others in class whispering and rattling
their papers.

   When I looked up, I saw the lead jackal's eyes light on my young
neighbor and immediately understood he was intent on needling this shy boy
for his own amusement.

   "I hope you don't mind," I said smoothly, turning to my perpetually
blushing neighbor.  "I thought we could partner up, then we don't even have
to move our seats." I smiled winningly, noting the alarm flashing across
his features.

   "Uhhh, yeah, uh, sure.  Yeah." His eyes flicked to the guy who had
managed to approach silently for such a bull sized human.  "Uh, hi Reg. 
Did you, uh, need something?"

   "Hey, chick," he said, addressing me instead.  "Are you sure you
wouldn't rather be partnered with a man who actually has something to talk
about besides some porno induced fantasy life?"

   I ignored him and kept my eyes on my neighbor.

   "Maybe we should turn our chairs to face each other?  Or would you
prefer to sit side by side?  I can scoot over." I didn't wait for him.  I
turned my chair so that my back was to interloper.  My new buddy turned his
chair to face me.

   The hulking mass behind me muttered something under his breath and
shuffled away.

   "Um, well, I guess if we're going to do this, maybe we should start by
introducing ourselves?" I put out my hand.  "I'm Brinna."

   "Zach," he replied, looking a bit like a deer in headlights as he
gripped my hand.  His hand was a little damp with nervous perspiration, and
I felt another pang of sympathy.  He seemed like a nice, if very shy, guy.

   "It's nice to meet you, Zach." I leaned forward just a little and spoke
quietly to him.  "Listen, Zach, I hope you won't be too uncomfortable being
partnered with me for this.  I'm really hard to embarrass, so there's not
much you could say that's going to throw off my groove, okay?  And I hope
you don't mind.  I mean, maybe you would rather be partnered with..." I
waved my hand vaguely toward the boys who sat near us.

   "No," he said in a rush.  "I mean, I don't mind being, uh, partnered,"
he stammered over the word a bit, "um, with you, and I don't want to be
partnered with any of them." He glanced at his paper.  "But I-I can't
promise not to be, well, embarrassed.  I, uh, is this normally how these
psych classes go?  Cuz this isn't exactly in my wheelhouse, ya know?"

   "And what is?" I asked, propping my chin on my hand and leaning forward
on my elbow.

   "I'm an engineering and math major.  We don't, uh, really have psych
classes in my major.  And we sure don't have this kind of class."

   "Engineering math?"

   "No, engineering, and math.  I'm a double major."

   "So you're like, super smart?"

   "Um, I guess."

   "And how'd you end up in a sex class?" I smiled internally as the flush
returned to his cheeks.

   "I had to have an upper level elective outside of my majors.  And I
guess my advisor thought this worked best with my schedule, because this is
what he wanted me to sign up for." He fidgeted with his pen, clicking it
nervously.  "What about you?"

   "I'm a psych major, it's required.  And what about your non-friends over
there?  What are their majors?"

   "They're all Health and Human Performance majors.  This is required for
them, they said." Ah, the HHS degrees.  Future PE teachers and football
coaches of the world, right here in our class, nudging each other and
making low voiced comments that made their friends snicker as Dr.  B glared
at them from his chair at the front of the room.

   "Oh.  Jocks." I let my tone show what I thought of that.  Zach's eyes
flashed and I took a moment to exam him from under my lashes.

   He was neither slim nor heavy, caught somewhere in the range of average,
in direct contrast to the buff hyenas that had encircled us earlier.  He
had pale blue eyes and dirty blonde hair.  He wore a button down Oxford
type shirt open at the neck, showing a plain white t-shirt beneath.  He
wore Dockers with black athletic shoes, and I was pretty sure he was
wearing contacts, which made me wonder just how he could look in a nice
nerdy pair of glasses.  He was neither handsome nor overly plain.  He had
full lips, and I glanced down at his hands as they continued to toy with
his pen.  They were large, though the fingers were slender and oddly
delicate.  From his seated height, I guessed he couldn't be much taller
than me when standing.

   "Ten minutes!" Dr.  B bellowed.  "Switch partners and allow the other
person to question you now."

   I hadn't really asked Zach anything.  I'd been stalling a bit to try and
spare him.

   "How old are you, Zach?" I asked curiously.  He seemed so young.

   "Twenty." He saw my raised eyebrow.  "I finished high school early and
started college at sixteen.  I'm a senior." He appeared embarrassed by this
confession.

   "That's so cool," I told him, meaning it.  I enjoyed smart people.  Even
the awkward ones.  Okay, especially the awkward ones.  They appealed to me.

   I glanced at my paper.

   "I guess I should probably get these questions answered, huh?  Go ahead
and ask me the first one."

   Zach was unable to look at me as he mumbled the first question.

   "I'm sorry, I couldn't hear you," I said innocently.

   Maybe it was cruel forcing him to repeat the question instead of reading
the question and just providing the answer to him.  He turned so red so
easily, and I was starting to find it endearing.  I'd never met anyone who
blushed at the drop of a hat before.

   "My first sexual experience?  Hmmmm." I concentrated.  "Well, I guess
that would have been when I gave my first real boyfriend a handjob in the
back row of the movie theatre.  I didn't really know what I was doing, but
I guess it worked, beacuse he came.  I was a little annoyed with it because
he ruined my popcorn.  He was annoyed because I wouldn't, oh, how should I
say it, clean up the mess I'd made of him.  We didn't stay together long
after that." Zach choked a bit more, still refusing to look up at me.  He
was flushed beet red, from his neck to his hairline.  He shifted in his
seat, and I wondered if he were getting aroused by my recitation.  "But as
far as, well, penetration, you know, intercourse," I savored the word as I
continued, "that came later, and with a different guy." I glanced at the
questionnaire.  What kind of weirdly perverted dude was Dr.  B, exactly? 
"Anyway, it didn't really hurt and I didn't bleed or anything, not like you
hear people say or see in movies.  A couple of years before that, a doctor
broke my hymen in an exam, so I didn't have that to deal with.  Only my
boyfriend then couldn't understand it and thought after we were done that I
had lied about being a virgin.  He was a little experienced but he still
came after just a couple of minutes, and he shot it all over my thigh."

   I wondered if Zach might die of a stroke right in front of my eyes. 
Since he wouldn't look at me, I was free to examine him all I wanted.  He
was definitely aroused, though I couldn't get a good look at his package
with his position and the edge of his shirt hanging over his crotch.  I
found myself both amused and somewhat aroused by him.  I admit I was trying
to give the impression I was being suitably clinical about my anecdote,
while at the same time seeing if I could provoke him in some way.

   "I only really had one other serious boyfriend before I got married when
I was twenty-one.  Then it was just my husband for the next five years
until we got divorced.  I've dated a bit since, had a few little harmless
flings, I guess, and here I am at twenty-eight, confessing my sex life to a
twenty year old genius."

   "Time's up!" Dr.  B snapped, and there was both a giant group exhale of
relief, along with a burst of excited chatter as people shifted and moved
back to their original chairs.

   "Um, excuse me, Dr.  B?" one of the chatty blondes raised her hand.  "We
aren't going to have to, like, stand up and tell this stuff to everyone are
we?  You know, like those stupid 'get to know you' intros some teachers
make us do?" "Christ, no!" Dr.  B blurted.  "This is simply an exercise. 
Now, when you survivors return on Thursday, I expect you to take the same
seats you are in now and stay in them for the remainder of the semester." A
few small groans at that; students always hate assigned seating.  "Now get
out of here."

   With that, class was dismissed.

   My new young friend didn't move, and I suspected I knew the source of
his problem.  He gathered his things slowly as I stood.

   "I'll see you Thursday, Zach," I said in a low voice, facing him as I
passed in front of his chair to exit the row.  I touched his shoulder very
lightly and his eyes jerked up to my face.  "It was nice to meet you."

   "Yeah," he said, a little breathlessly, and I felt him watching as I
spun and exited the class.

   * * *

   On Thursday, the class had shrunk, as Dr.  B had predicted.  He started
off the class by announcing we would need to partner up with another
student for a research paper, on a class textbook topic to be mutually
decided between partners.  I saw two of the jocks swing their heads toward
Zach, and I thought to myself that their master plan was likely to get
Zach, the brainiac as they called him, to do most of the work.

   "Would you like to maybe be my research partner?" I asked Zach, who
looked at me in shock.  "I mean, unless you'd rather team up with your
roommate, just because it'd be easier.  What with living with him and all.
Or maybe someone else in the class?  You won't hurt my feelings," I assured
him.

   "No.  I mean, yeah, sure, I meant no, I don't want to pair up with
Tyler. Or any of them.  They won't want to do any of the work." He gave me
a slightly suspicious look.  "I mean, you do want to team up, right?  You
don't think I'm just going to do the paper on my own because I'm smart and
you're pretty?"

   I liked the way he just plainly asked me my intentions.  I liked it more
than a bit that he found me pretty.

   "I'll do my share," I promised.  "I'm going to grad school after this
semester.  I carry my own load."

   "I didn't mean, I mean sure you do.  Sorry." He practically tripped over
his own tongue.

   "Zach," I said firmly.  "If we're going to be partners, the first thing
you need to know about me is that I appreciate candor.  And I like people
who lay it out there up front and don't have to be carried, like those
toddlers you have to deal with." I jerked my head toward the hyena pack.

   After taking down the names of the each partner group, Dr.  B asked if
we had any questions over the first two chapters, which we should have read
on our own, he reminded us.  People sat frozen, afraid to speak up. 
Rolling his eyes, he started today's video.

   More sex.  More talk about sex.  Close ups of people's privates.  Again,
a clinical tape presented in a straightforward way, and yet, there was a
certain tension that brewed in the room.  An energy you could almost taste.
People cleared their throats, found ways to avert their eyes while
appearing to stare at the screen, or flat out stared hard, while again
shifting in their seats.

   At the end of class, I touched Zach's forearm and he turned to me
reluctantly.

   "Do you have another class after this?"

   "No," he said hesitantly.

   "I have a work study office in the library basement, if you want to come
with me and talk about our research topic.  Or if you don't want to do it
today, maybe next week after class?"

   "No!  I mean, today is good, we don't have to wait until next week."

   I led Zach, who spent the first part of the walk holding his backpack in
front of him rather than wearing it on his back, to my little converted
storage closet-slash-office space in the far recesses of the library
basement.  Seriously, it was like Phantom of the Opera down there.

   I had been given an extremely neglected and out of the way little office
for my digital archiving project.  I picked up books or other papers the
librarian or professors selected and brought them down to my little
windowless space to scan into the computer before returning them to be
shelved.  Mostly I worked undisturbed and utterly forgotten down here. 
Even the janitor only came by once a month at most.  I chose my own hours
and had my own key.  There was a small nearby bathroom, but the vending
machines I lived out of were far on the other side of the basement.  I had
to make my way down a dank, poorly lit hallway to get to my corner of the
world.  I explained it all to Zach as we walked.

   "Wow," he said, when I let him into my glorious former storage room.  It
was now furnished with an old heavy wooden desk, a computer and scanner set
up in the corner, a crappy office chair that should have seen the landfill
ages ago, and two plain wooden student chairs that were filled with work to
scan.  I'd brought a lamp from home to try and add some extra light to my
windowless world.

   "Yeah.  It's actually kind of nice.  It's quiet, no one ever comes down
here and bugs me.  I like that.  I have introvert issues." I grinned as I
cleared off a chair for him.

   I got Zach seated next to me at the desk with our textbooks open before
us, perusing the table of contents to try and find a subject of interest to
us both.  That was too general, so we began to flip through the pages, each
lost to our own search.  I could sense him slowly tensing beside me, and I
saw from the corner of my eye he had to adjust his clothing, but again he
had whatever he was packing well hidden.  He seemed to be very experienced
at that, anyway.

   "Hey, Zach?" I said quietly, not looking at him.

   "Hmmm?"

   "I'd really like for us to be friends.  And one thing I like in my
friends is being open and honest with them.  But also, you know, being able
to count on their confidentiality.  I'm a pretty private person in general.
Except with my good friends.  And I choose them carefully." At this, I
looked up to meet his eyes.  "I feel like maybe you could be trustworthy.
Like maybe we could talk plainly together.  Especially since we seem to be
faced with rather sensitive material." I gave him a slightly crooked grin.
"Could we do that, Zach?  Could we be friends like that?"

   "Yeah," he whispered.

   "Could you try not to feel embarrassed with me?  And just talk to me
about anything you want?  Ask me anything you want?  I'd like it if you
would."

   "Yeah," he whispered again, and licked his lips nervously.

   "Zach," I paused and set my hand on the top of his thigh, which twitched
slightly under my hand.  "Are you aroused right now?"

   His eyes jerked away from mine, and he stared sightlessly at the
textbook before him.  He licked his lips again, and I could see him
struggling with how to answer.  A slow flush crept up his neck.

   "Yeah," he said finally, and although he wouldn't look at me, he didn't
pull away from my hand.

   "Could I see it?" I asked quietly, and this time his eyes flew to mine,
open in shock.  He opened his mouth, but no words came out.  "I know you're
shy.  I just don't want you to feel embarrassed with me.  We're going to
have to work together this semester.  We're going to be sitting next to
each other in class.  I don't know about you, but I find class...very, uh,
difficult in some ways.  I know it's supposed be a serious field, but it's
so fucking hot." His lips parted slightly as he continued to stare at me.
"I'm an adult woman, Zach.  I've been married, divorced.  I've had men, and
even one woman, but it turns out that's not my thing." I watched him
swallow hard.  "I'm not ashamed of any of it.  And I think maybe you aren't
as experienced as you might like to be.  So I wondered if maybe you'd like
to have someone you could, ummm, talk to about it.  Sex.  Women. 
Relationships." I squeezed his thigh lightly.  "Erections.  Fantasies. 
Desire.  Whatever."

   He swallowed again and closed his eyes, shutting me out for a moment.

   "Are you...are you making fun of me?"

   "What?  No!  Why would you think that?"

   "Girls, uh, women, don't talk to me.  They...they aren't interested in
me.  I'm not cute, or hot, or whatever it is they like.  I'm not buff, and
I'm, I'm...  a geek.  Girls don't like nerds."

   "I happen to like nerds." I kept my hand on his thigh.  "I'm not making
fun of you.  I don't have any shady motives.  I just thought you might like
the chance to, well, benefit from my experience.  But if you want to say
no, it's okay.  We'll just do our research paper and forget this
conversation if that's what you want.  I promise I will never bring it up
again.  I'll never tell anyone, and I'll just act like it never happened."

   "I, uh, I, yes, I would like that."

   Hiding a puzzling disappointment, I started to withdraw my hand.

   "No!" he blurted, "I meant, I would like to be friends.  Ones who, who
talk and stuff, like you said."

   I settled my hand on him again.

   "I think I have an idea about our research paper, too.  I'll tell you
and you can think about it and let me know next week, maybe come back with
a couple of topic ideas of your own to discuss.  But I think we should
focus on Chapter Ten, "Techniques of Arousal and Communication", and maybe
find a focus like how studies on open communication about sex can
positively impact relationships.  You want to think about it?"

   "I like it," he said, eyes darting around my office space, looking for
something else to stare at while he talked.  Unfortunately for him, there
was nothing but bare walls.  "I think it sounds like a really, uhhh, good
topic."

   We talked a bit more then, with me reading the chapter subtopics to him,
and feeling the tension in him increase as I did.

   "Zach?"

   "Yeah?" His voice was badly strained by now.

   "Will you show me your erection?  Or would you rather keep this to just
a research paper with a friend you can sometimes talk openly to and stuff?"

   There was a silence as he considered this.  I watched his index finger
absenting tracing random designs on his textbook. "You really want that?"

   "Yes."

   He pushed his chair back a bit, and my hand fell away from his thigh as
he did.  He reached with both hands toward his crotch, until I brought him
up short.

   "Stand up," I said softly.  "It'll be more comfortable."

   He stood, and as he did, his clothes were no longer able to hide the
bulge in his pants.  The very impressive bulge in his pants.  My mouth
suddenly went dry.  What was this kid packing?

   I considered offering to help him as he used shaking fingers to begin
unbuttoning his pants, but I wanted him to do this.  We had turned so that
we faced each other rather than the desk.

   "Should I, do you want me to take my pants all the way off?"

   "Just pull them down a bit.  And try not to hide it in your shirt,
okay?" He gave a short bark of nervous laughter.

   His pants came down to his the middle of his thighs.  His boxers tented
out in front of him and he tucked his shirt against his stomach and
clumsily tugged down his boxers.

   His huge erection sprang out, almost seeming to be relieved to have been
freed from its confines.

   "Oh my god," I breathed, a surge of desire beginning in my core.  I'd
already been a bit damp nonstop since class ended and I'd sat here
discussing all this with Zach.  His eyes found mine, a look I couldn't
quite interpret on his face.  He watched me looking at him, and I hoped he
couldn't see the hunger he had sparked inside of me.  "You have a beautiful
penis, Zach." I realized that might sound a bit stupid, but I was really
impressed.  And honestly, it was the most beautiful cock I'd ever seen.

   The engorged head was smooth and a thick drop of precum danced on the
tip as it oozed from his slit.  Everything about it was so perfectly shaped
and proportioned.  The shaft was veined, but not so heavily that it looked
like it needed to be ironed, the way some some did.  He had to be at least
10" erect.  Not only was it long, it was thick, with a wide head.  His
balls were large, and hung heavily below his rod, only a light smattering
of pubic hair visible on them.

   "Can I touch it?" I asked, a bit breathlessly to tell the truth.

   "Y-yes," he stammered, and I saw it twitch in response to my request.

   Moving slowly, I ran my fingertips over the head lightly, drawing a
choked moan from Zach as I did.  More precum pumped out, and I smeared it
over the glans and around the crown.  I wasn't lying to Zach; it was
beautiful, and I was reveling in it.  I grasped the upper shaft firmly, my
fingertips barely able to meet around the girth of it.  I gave him a light
squeeze, and he began to breathe more heavily.  I stroked him very slowly,
down to the base and up again.

   "Brinna, I-," he began, and I knew what was about to happen.  I saw his
balls contract and I felt his cock twitch in my hand.  His hips jerked and
he gave a low cry as he came abruptly.  A thick ropey jet of cum shot out
of the tip as I watched, fascinated.  It actually shot all the way over my
shoulder to splatter on the floor behind my chair as a second pulsing jet
landed on my thigh, a third, not going as high, splashed onto Zach's shirt,
the fourth drooled over the tip and ran over my closed fist.  Zach groaned
at the strength of his release, and I looked up, finding his hands fisted
at his side, his eyes closed tightly.  His lips were parted, his breathing
still heavy.  I stroked his rigid shaft gently, the cum offering a slippery
ride for my hand as I moved it.

   He opened his eyes and I saw the humiliation spread over his face.  He
jerked away from me, turning to try and stuff himself back into his
clothing, clumsy and ashamed.

   "I-I'm sorry, I'm so sorry, I'll go, I'll just go," he said in a rush,
and I heard tears in his voice.

   "Zach," I soothed, standing and reaching my dry hand for his shoulder.
"Stop.  Stop for a minute."

   "I'll go," he repeated, and I heard the touch of anger in his voice.  "I
didn't mean-I'll clean it up, just don't.  Don't look at me."

   "Zach," I said, gently pleading, "please just sit down.  It's okay, it's
all okay.  It's my fault, I shouldn't have pushed you that far.  Please
don't go." I grasped his upper arm and he stilled suddenly, though he kept
his head turned away from me.  "I wanted -"I liked it," I said lamely.  "I
don't mind.  I liked it.  I like you.  We said we'd be honest friends,
remember?"

   I got him to lean back against the desk, reassuring him over and over
that it was all right.

   "Let me go get some towels from the bathroom and we'll clean up.  But
please stay.  Wait for me to get back, and we'll talk, promise?"

   I saw his jaw clench stubbornly for a minute.

   "Yeah, okay, fine," he ground out, and reminding him I'd be right back,
I skipped out to go to the small bathroom so I could get some paper towels.

   I worried he would slip out while I was gone, but he kept his word and
waited for me to return with a pile of damp and dry paper towels.  He was
still not willing to meet my eyes, so I let him clean himself up while I
took care of the floor.  I'd cleaned my own mess while in the bathroom.

   He finally stopped fussing with his clothing, tossing the paper towels
in my small trash can.  I took his hand and tugged him back to his chair,
albeit with some resistance.

   He put his head in his arms as he leaned face down on my desk.  I rubbed
his shoulders gently without speaking for a few moments, until I felt some
of the tension drain from his back.  I stilled my hand.

   "Zach," I said gently, "I know you didn't want that to happen like that,
but I promised to be honest with you.  That was one of the sexiest things
to ever happen to me.  Thank you."

   He took a deep breath, then another.

   "Have you ever had sex?"

   "Kinda." He cleared his throat.  "There was a girl my sophomore year
here.  I was at a party.  I didn't even really want to be there, but my
advisor said I should try to be more social.  She took me to her dorm room.
We didn't really make out much, just kissed a little.  She had me put on a
condom.  It was uncomfortable."

   "It was probably too small.  I mean, you really need to get the ones
made for men like you."

   "Like me?"

   "Big.  Big like you are." I paused.  "You do know you have a really big,
um, penis, right?"

   "I guess?" he said uncertainly.  "That's what the girl told me.  We
started to, you know, do it, but I could only get it about halfway inside
and she started saying I didn't know what I was doing.  I got nervous. 
More nervous, I guess.  She grabbed me, you know, by the part still
outside, and she started to squeeze, and I came."

   "I've been thinking about something since we met," I said, and started
to slowly rub his shoulders again.  "Do you know what women like best about
men?"

   "No," he replied, slightly petulant.

   "Confidence.  Confident men are sexy.  They carry themselves
differently. Confidence, but not arrogance.  You're a smart guy, Zach. 
Smart is sexy, too.  And whether you know it or not, you have what we women
like to call a hell of a package on you.  What you don't have is
confidence."

   "I'm not good looking."

   "Well, I mean you aren't Brad Pitt, sure, but you aren't ugly.  I
actually think you're cute.  But you're also nice.  And nice guys don't
have to finish last."

   He finally looked up, distrust still evident in his face.

   "I have a proposal for you.  A research proposal.  Our own private
research." I leaned toward him.  "I want to help you gain some confidence.
I want to turn you into the sexiest damn nerd on campus." I smiled into his
eyes.  "I want to teach you how to make yourself last, until you're ready.
I want to teach you what pleases women and how to turn us into jelly.  I
want to see if helping you be better at sex makes you more confident in
other things.  You're shy, I know.  You blush so easily." As if to prove my
point, he went light pink.  "But you can still attract women.  In fact, I
think they might even flock to you." He snorted in disbelief.  "I want you
to be my sexual research partner, Zach.  I want to experiment with you, if
you'll let me."

   Another pause as he mulled over what must have been a pretty shocking
proposal from his end.  But really, a cock that beautiful should not be
hidden away from the world, I reasoned with myself, justifying my unusual
suggestion.  I really didn't spend my life making lewd proposals to near
strangers.

   "What do you get out of it?"

   "I'm too busy to date much," I said bluntly.  "I need someone I can be
with here on campus, without complications.  It'll just be a project,
between friends.  Fuck buddies, if you will.  But nothing more.  We won't
call each other, or go out, or see each other outside of class, nothing
outside this room.  It'll be good for me too.  I have needs, Zach. 
Sometimes masturbating just doesn't do enough, you know?" He flushed, and I
smiled at him.

   "Are you interested?"



   Lessons Learned, Ch 2: The Plan

   "Y-yeah," he said finally, and with that, the plan I'd been mulling over
all weekend dropped into place.

   Just so there were no misunderstandings, I explained to my furiously
blushing new friend that I intended to take his sexual confidence to a high
he couldn't imagine at this moment.  I laid out my ground rules and asked
him to think about it over the weekend.  He could let me know after class
on Tuesday.  If he decided he didn't want to do this, we would just resume
our regular classroom association and move on, no awkwardness.  I assured
him I would survive the rejection.  If he decided to proceed, we would
agree not tell anyone associated with the college about our project --
trust was paramount.  We wouldn't see each other socially.  This was
stricyly to be an experiment to see if I could improve Zach's sexual
skills, and by extension, his confidence.  We would both independently go
to the student health center and be tested for STDs, and bring the report
back to share next week.  If we were both clear, we would proceed with our
experiment.  We were allowed to see other people socially, even sleep with
them, but we had to use condoms with them.  I was on the pill because of my
periods anyway, and for other reasons, pregnancy was unlikely.  We would
discuss things openly, in detail, using any words we chose.  We could ask
any questions.  Everything had to be consensual.  We would not hold back. I
told him where my sexual boundaries were, and asked him to think about his
own.  At the end of the semester, we would go our separate ways, me to my
school out of state, and him to finish his degree here in spring.

   I was more anxious during the days between our next class than I would
have expected.  Now normally, I'm a pretty practical person, able to roll
with unusual situations without getting hung up on things, but I would
catch myself wondering how I would really react if Zach turned down my
proposal.

   And as much as I felt there was something about Zach that I could trust,
I also knew that young men liked to brag.  Especially if they lived with a
dickhead, who had dickhead friends over a lot.  Faced with some of the low
level bullying I saw from them just in class, I wondered if Zach would
spill his guts about what had happened between us after class, even after I
had specifically told him that telling his roommate was off limits.  If I
found out, the whole partnership was off.

   I did get to the health center the next day, and was able to pick up my
results on Tuesday morning.  I wondered if Zach had followed through, or if
he had allowed embarrassment to keep him from going there at all.  I
wondered if he even really wanted to do this with me.

   When I got to class, I didn't see Zach.  I fretted internally that he
had ended up disgusted by me, and had fled the class, or maybe even talked
the instructor into giving him a new seat and partner to get him away from
the sex-crazed woman next to him.

   His Neanderthal acquaintances were already in class.  I expected if Zach
had spilled his guts to them, they'd be giving me looks.  Right now, they
were ignoring me.

   As I was running multiple scenarios through my head, Zach rushed in,
head ducked down, breathless, and seated himself without looking at me.

   "Hi, Brinna," he said shyly, after a significant pause.

   "Hi, Zach." I smiled.  "Would you like to go work on our paper after
class today?  In my office?"

   "Yeah," he answered promptly.  "Yeah, I really would."

   We sat through another excruciatingly erotic video session, this time
somewhat less clinical in nature.  We watched a real couple's homemade 'sex
lessons' tape, where they talked about what they liked to do together, and
how to do it.  They used words like "stimulation", "vagina", "orgasm", as
well as many others, trying to be 'professional amateurs', but really, we
just watched them suck and fuck each other in a series of vignettes for
over half an hour.

   My pussy was dripping, and my nipples felt tight and hard.  I hoped no
one else knew.  Then I did decide that I wished Zach knew, but we had our
rules about what we could discuss in the classroom.  I wondered if he
noticed I'd worn a low cut blouse and knee length skirt, just for him.  Of
course he wouldn't know that.  He thought himself utterly unattractive, a
failure with women in all ways.

   Oh, but I throbbed with the desire prove him wrong.

   After class, we headed straight to my office, without talking.  Zach
immediately began to root around in his backpack, set out his textbook,
pen, and paper.  Then he pulled out a white envelope I recognized.  I had
one, too.

   "Here," he said, and I knew he was trying hard not to show me his
embarrassment.  I opened it and scanned the results.  All negative.

   I silently gave him my envelope, and he read it closely.  I noticed a
slightly shaking in his fingers and he fumbled the paper back to me.

   "So," I said finally.  "Are you willing to be my test subject this
semester?"

   "If you still want me to, yes." He took a breath.  "I hope I don't
disappoint you, Brinna.  I'm not experienced." He blushed so hard to tips
of his ears were red, and he seemed to find the floor tiles fascinating. 
"My only real experience is jacking off, usually in the shower in the
morning."

   His words planted the image in my head, and I felt myself grow warm.

   "Do you enjoy it?"

   "Yeah."

   "Do you fantasize while you do it, or do you just stroke yourself while
you think about, I dunno, math?"

   He gave a little snort of laughter then, and it made me happy to hear
it.

   "Mostly fantasize."

   "Did you fantasize about me any this weekend?" I held my breath.

   "Yeah." He cleared his throat.  "Yeah, I did." His eyes flickered around
the room momentarily as he struggled to control his shyness.  "Are you
grossed out?"

   "No," I said softly.  "It's actually turning me on." He sucked his
bottom lip at that, biting it gently.  "Do you get hard in class?"

   "Yeah.  Too much.  It's embarrassing.  I feel like everyone knows."

   "Everyone else is getting horny, too.  Don't worry about it."

   "Do you?  Get horny in class?" Now his eyes flickered between me, and
the corner of the room.

   "Yes.  And thinking about you sitting next to me, feeling the same."

   "Brinna?"

   "Hmm?"

   "What do I do now?" He glanced at me, all nervousness and puppy eyes.

   I smiled at him, and led him to sit next to me.  Looking in his eyes, I
gave him my advice.  I told him I thought he should go to the bathroom here
before each visit, and jack off so he could get rid of the pent up energy
from class.  I thought it would help him last longer during our experiments
if he came first.  I thought he should do it alone for now.  I suggested he
might even want a change of clothes, maybe some shorts or sweatpants and a
t-shirt.  He could leave them here to change if he wanted, or even go home
first before coming to the office here.

   Then I handed him a book I had purchased over the weekend, just for him.
It was an illustrated sex manual, with real photos of real couples engaged
in real sex.  There were some drawn diagrams, but for the most part, it was
full color, full on up close and personal pictures.  He hastily stuck it in
his backpack without even cracking it open.  Really, it was kind of sweet
how shy he could be.

   I told him to take it home this week and pick three things he wanted to
master, with two alternatives, just in case he chose something we couldn't
work out.  I had already selected mine, but wouldn't tell him until he was
ready with his.

   Then I gave him the second part of his homework.  While he masturbated
this week, he was to deliberately stop himself and wait five minutes before
starting again.  He would do this three times each time.  If he failed a
time or two, he wasn't to get upset or worried, just try again to meet his
goal the next time, and enjoy his orgasm even if he hadn't completed the
homework.

   After that, I made him turn to the glossary in the back of our book, and
asked him to start reading 'technical' terms for some of the things we were
studying together out loud to me.  He blushed furiously and mumbled through
the first three words, until I touched him lightly on the knee.

   "I can't hear you, Zach."

   "What if I can't do this?" he asked in a strained voice, "I-I want to,
Brinna.  But I can't say these things to you."

   "Yes you can." I thought over the problem for a moment.  "Let's turn our
chairs back to back."

   Rearranged, I told him to start again.  He started quietly, with a lot
of throat clearing and a bit of stuttering.  By the time he had reached the
letter D, his voice had smoothed out a bit.

   "I like your voice, Zach," I said, and leaned my head back so that it
rested against the back of his shoulder.  "Keep going."

   After he completed all the M words, I let him stop and offered to read
the rest to him if he would turn around and face me while I did it.  After
a hesitation, he agreed, and we made it through the entire glossary, with
him flushed and me keeping my eyes on the open book in my lap, with an
occasional glance up at him from under my lashes.

   "See, Zach?  You said all those words with me here in the room, and
neither of us died from shame." I smiled.  "Now the harder part.  Can I
have your hand?"

   He offered it to me with a hesitant expression.  I rested it palm up in
one hand, and delicately traced around his palm with my index finger.

   "Tell me some alternate words.  Slang now, no more proper or clinical
names.  Tell me another word for breasts."

   "Wh-what?"

   "Breasts," I said patiently.  "What's your favorite slang term?" I
watched his Adam's apple bob while he swallowed.  I continued slowly
stroking his palm with my finger and saw that his eyes had locked onto our
hands.  "Just say a word."

   "Tits," he whispered at last.

   "Good.  Another."

   "Boobs."

   "Which word do you like best?" My finger lightly stroked his wrist.

   "Tits."

   "Do you want to see mine?"

   He gulped, and nodded.

   "For now on, every word you give me, I'll undo a button.  Give me
another word for penis."

   "Dick," he whispered, and I withdrew my hands from his to undo the
bottom button of my shirt as he watched.

   "Another." "Cock." Another button undone.

   "That one's my favorite.  Good choice.  One more."

   "Prick."

   "Sounds more like another word for your roommate," I said slyly, and
worked another button.  Three down, three to go.  "Another word for
fellatio."

   His eyes starting roving again as he struggled to give me what I asked
for.  He might have been uncomfortable speaking, but his body was
responding to our little discussion if the bulge in his pants was any
indication.

   "Fellatio, Zach."

   His hands gripped his knees.

   "Blowjob," he mumbled, and his eyes darted to watch my hands undo
another button.

   "More."

   "Head." He might as well have had a sunburn, he was that red.  I was
about to prompt him again for another word to undo my last button when he
came out with it on his own.  "Hummer."

   "Zach, if you can give me another word for cunnilingus, I'll teach you
how to take off a woman's bra.  It's a skill all men should have." The
bulge was growing as I watched.

   "Eat out," he said finally, and I shrugged my blouse off, casting it
aside.  Pushing my chair back, I stood in front of him, putting him eye
level with my breasts, encased in a silky black bra that just covered my
taut nipples.

   "This one actually closes in the front, here," I touched my finger to
the clasp between my cleavage and watched the way his eyes followed my
finger.  "You sort of snap it in two, gently, then the two pieces lift
apart in opposite directions.  Unsnap it and take it off of me.  Take all
the time you want."

   He reached for me with fingers that shook, and a cock that was making
its presence known.  Although he worked carefully, his fingers brushed the
exposed skin of my breasts, and I broke out in goosebumps.  When he undid
the clasp and pulled the cups away from my chest, he paused, staring.  I
felt his eyes taking every inch of me in as I shrugged the bra off.

   "Are they okay?" I asked, wondering if he was more of a large boob man.
"I think they're too small."

   "No," he said absently.  "They're perfect.  Better than I imagined." His
hands had a death grip on his knees now.

   "If you look at my face, and tell me another word for vagina, you can
touch them if you want."

   He sucked in a breath and held it.  I waited patiently until his eyes
finally lifted to mine.  He licked his lips nervously, his gaze bouncing a
couple of times between my chest and face before settling again.

   "Pussy," he said hoarsely, and I felt a shiver up my back at his heated
tone.  I leaned forward enough to pry his hands off his knees and placed
his palms on my breasts, covering his hands with my own.

   "Gently," I prompted, when he got a little rough, squeezing too hard. 
"Some women like rough play on their breasts, but I like it soft." I sighed
as he adjusted his grip.  "Like that," I encouraged and pressed myself
against his hands.

   His palms were calloused at the point where his palm met the base of his
fingers.  I enjoyed the feel of them on my skin.  With my encouragement, he
would cup my breasts, then knead them gently, push them together, then pull
them apart.

   "You have a nice touch, Zach.  I want to show you something else.  Lift
your hands." He did, reluctantly.  I brought my fingers up and pinched my
nipples lightly.  "Not too hard," I instructed.  "This feels good.  I feel
it in my pussy."

   "Brinna," he said with a small groan, closing his eyes.

   "Are you getting too worked up?  Should we stop?"

   "Keep going." He took a deep breath and opened his eyes again.

   "And I like this." I rolled my nipples between my finger and thumb.  The
pleasure was a lightning bolt between my legs.  I flicked them twice, just
to show him there was more that could be done.  His eyes never left my
fingers.  "This is just what you can do with your hands.  Tongues are a
different element."

   "God, Brinna," he breathed.

   "Go to the bathroom and jack off for me.  Do it and come back and I'll
let you touch me some more.  Would you like it?"

   "Fuck yeah," he said with unguarded enthusiasm.

   "And Zach?  I want you to try and stop before you cum, and wait a few
minutes before you stroke it again.  Don't rush just to get back.  I'll
still be waiting.  Will you try, for me?"

   "I'll try, but it's going to be hard.  I'm, I've never, this is..." He
gave up and shook his head.

   "This is just the start of our research," I reminded him.  "You're going
to need some stamina." I reassured him again that I would be waiting, and
sent him on his way.

   I briefly considered getting myself off as well, knowing it was too soon
to count on Zach to be able to do much for me.  I did allow myself to put
my hand up my skirt and run a finger lightly over my damp panties, up and
down my slit as I thought about Zach, stroking his big cock just down the
hall, all because I got him hard.

   Reluctantly, I pulled my hand away from teasing myself, and tried to
focus on something else until Zach returned.

   He came back, flushed, his hairline slightly damp with sweat.  The tent
in his pants was mostly gone, though it seemed he hadn't gone completely
limp.  I couldn't stop looking at him.

   "Zach, do you stay kind of hard for a while, even after you cum?"

   "Uh, yeah, a lot of times.  I know the book said it wasn't, like,
normal, to get hard again fast, but I do."

   Be still, my pulsing pussy.

   "I don't think the book covers a lot of things well, from what I've read
so far."

   "According to the book, I'm not normal.  It kind of made me feel like a
freak."

   "Zach, I don't think there's really a normal.  Researchers are just
always trying to measure things, to quantify.  You know, nerds love numbers
and such." I grinned and he smiled back shyly.

   "Can I touch you again?"

   "Please." I think I may have sounded a bit like I was begging.  He
resumed stroking my breasts and teasing my nipples.  "Zach, would you like
to learn to use your mouth on me?"

   "What do I do?"

   "Take off your shirt.  No, wait, let me." He dropped his hands, and I
took my time unbuttoning his shirt.  I worked slowly, but soon I had his
white t-shirt pulled off over his head.  I found that I liked undressing
him.  I liked his pale skin, and I skimmed my fingers over one of his
shoulders.  "This next bit of instruction might seem a little unusual to
you.  But you know, women aren't the only one with nipples.  They can be
sensitive in men, too.  So I'm going to touch you, and then I'm going to
use my mouth.  Sit on the edge of your chair."

   Zach's skeptical look soon turned to shocked surprise as I ran my hands
gently over his chest, teasing him as I'd taught him to do to me. 
Kneeling, I smiled up at him before I leaned in to kiss the nipple closest
to his heart.  He gave a small gasp, and I began to tease him with my
tongue and lips, showing him what I liked using his body.  I stroked the
other with my fingers, and both hardened under my touch.

   "How was that?" I asked him, drawing back, looking up at him from under
half lowered lashes.

   "Surprisingly sexy," he confessed.

   "Would you like to try it on me?" He nodded.  I stood again, and watched
as he leaned in to take a nipple into his mouth.  I shivered when I felt
him give a soft moan.  It vibrated tantalizingly on my nipple as he sucked
and teased me.  "That's good, Zach," I breathed, cupping the back of his
neck lightly.  "Really good."

   His response was lick, suck, and kiss each breast enthusiastically in
turn while my fingers massaged the back of his head.  He used a hand on one
breast, and his mouth on the other, swapping after a couple of minutes.

   Soon, he had me pretty breathless with my own need, and he was hard
again.  He was proving to be a marvelous student, attentive, willing, and
not offended by small corrections to his technique.

   "Brinna," he groaned, stopping his ministrations, and pressing his
forehead to my chest, tucking his face neatly between my breasts.  His arms
encircled my waist, and he sat breathing heavily against my skin.  I
stroked his bare shoulders and upper back, rubbing his neck and playing my
fingers through his hair.

   "I want to watch you, Zach," I purred to him.  "I want to watch you jerk
off for me." He shuddered as I raked my nails lightly down his neck and
spine as far as I could reach.  "Will you?"

   "If you want me to."

   "Do you want to?"

   "Yeah," he whispered against my skin.  "I want you to watch."

   I disengaged from him and took a step back.  There was a large wet patch
of precum on the front of his pants.  My mouth watered knowing how excited
he had become.

   "I'll just stand here.  You can just pull your pants down, or take them
off, sit or stand, whatever you want.  You can touch me again if you want,
or not." I cupped his chin in my hand.  "But I don't want you to cum until
I tell you that you can.  Agreed?"

   "Yeah, a-agreed." He stood and shoved his pants down past his knees
before he sat back down hastily, never making true eye contact with me.  He
parted his legs as much as his trapped legs would allow and grasped his
impressive erection in his right hand.

   "I brought you something to make this easier," I said, and dug a fresh
tube of lubricant from my backpack.  When he placed his trembling hand out
to me, I squirted some of the lube into his palm, then set the tube aside.

   Zack ran his hand up and down his hard shaft, liberally coating it with
the lube I'd brought him.  He switched back to his right hand, and massaged
my breast with the lubed hand.  My pussy contracted in anticipation, and
not a little torment.  I pressed my breast into his palm and covered his
hand with my own.

   "I'm wet, Zach," I whispered silkily, and he started fisting his cock
with firm, steady strokes and a small moan.  "Don't forget to stop yourself
before you get too close.  Does it feel good?"

   "Yeah," he responded, eyes locked on my chest as he worked his cock.

   "What are you thinking about?"

   "Cumming on your tits," he answered, eyes glazed with lust.  I liked
that look on him.

   "You keep it up, and you might get your wish one of these days soon." He
made a noise deep in his throat and worked his hand faster.  When he began
to work just the top of his shaft and the engorged head, I reached down and
grabbed his wrist.  "Slow down, baby.  Are you getting close?"

   "Yeah," he ground out, and released his cock to let it spring free of
his grip.  I longed to take it in my own hands, but I already knew how that
would end.  Instead, I held both of his wrists.  "Sorry." He was breathing
hard.

   "Look at me, Zach."

   His eyes came up although he didn't lift his head.  I leaned down and
gave him a soft, almost platonic kiss on the lips.

   "Which word do you prefer, penis or cock?" He blinked, seemingly
confused by the question.  "I'm finding I like saying words considered
vulgar to you, Zach.  But if it makes you uncomfortable, I'll stop.  Which
word do you want to hear?"

   "Cock," he said clearly.  His fists clenched and released, then again.

   "You have a nice, big cock, Zach.  I like watching you stroke it." His
eyes fluttered closed, and his fists kept clenching and releasing.  "What
are you thinking about?"

   "Prime numbers," he said in a choked voice.  That was a new one.

   "Why?"

   "So I won't cum yet.  You said not yet."

   "I'll stop talking for a minute then.  Because all I want to talk about
right now is your cock and what I'd like to do with it." I grinned, but he
didn't see me.  "Grab your knees, and I'll stop touching you.  Let's say
for two minutes." I released him and took a step back, fighting my own
temptation to continue touching him in some way or another.  He wasn't the
only one struggling with the need to get off.  I let him think about his
prime numbers while I counted the passage of time.

   We proceeded that way for another twenty minutes.  He'd get going, and
start to get close to his orgasm, and I'd make him stop to wait for two
minutes.  Most of the time he couldn't look at me during his 'rest
periods', and I left him in peace, though I took advantage of the time to
look and enjoy the sight of him.

   When I finally decided it was time to let him finish, it wasn't because
I thought he'd had all he could take for the day, it was because I had.

   "Go and ahead and finish this time, if you want, Zach," I whispered in
his ear.

   I thought he would immediately start to work on himself again, but he
surprised me by spending a few moments giving my breasts more attention
with his mouth and hands.  The feel of his tongue circling my nipple caused
a small moan to escape my lips.  I felt him smile against my skin.

   "You like that, don't you, Brinna?"

   "I like it a lot," I confessed, and he gave the same treatment to my
other side.  "You learn fast."

   "I like it a lot, too," he said simply, and with that, he released me
and resumed stroking his cock at a steadily increasing pace.  He seemed to
be giving himself over to the task completely, and for once was managing
without blushing or darting about with his eyes.  "Touch yourself for me?"
His breathing became ragged when I complied for him, cupping my breasts in
my hands.  "I love the color of your nipples," he confessed, as I pinched
them between my fingers.  He began to concentrate on working the head and
first few inches of his rigid shaft and I knew it would be soon.

   "Tell me," I prompted, watching his hand work over his knob.  "I need to
hear you say it, Zach."

   "Ahhh, god, fuck, okay, I-I'm cumming, Brinna.  I can't stop now."

   "You don't have to stop." I pulled at my nipples and wondered how I
would ever managed to get home before I had to relieve myself of the
enormous tension in my body.

   "It feels too good to stop, fuck yes, this -"ah god, I'm cumming," he
moaned and before I could stop him, grabbed his t-shirt from the desk and
covered himself with it.  He gave a low, hoarse cry and continued to pump
his fist over his cock, beneath the shirt.  He held it and squirted into
it, squinting his eyes shut as he shuddered.

   When his hand stilled, he was panting and his head hung down over his
lap.

   "Zach," I stroked his hair and he grabbed at me, drawing an arm around
my back and pressing his damp forehead into my belly.  I felt his lips
press a kiss above my belly button, and his fingers stroked clumsily at my
back.  "Zach, why didn't you let me see?"

   "I-I was afraid I'd get it on you again.  I didn't want to gross you
out."

   "It's not gross, Zach." I continued stroking his hair.  "I like it. 
Next time I want to see you finish."

   "Don't girls think cum is gross?" he asked curiously, his lips brushing
my skin lightly as he spoke into my belly.

   "I don't.  I love it.  I love the way it feels inside me, or the way it
looks on my skin.  It's like the culmination of everything, the end product
of desire.  Mine, and yours.  Does every woman like it that way?  No.  Some
are grossed out.  I'm not.  Next time I want to see."

   "Oh, Brinna," he whispered, "you're not like anybody I ever knew." The
t-shirt was discarded with a toss and the other arm circled me.

   "Is that good or bad?" I asked uncertainly.  He laughed against my skin.
He really did have a nice laugh.

   "Good.  Very good, I think."

   We stood that way a couple of minutes more, until he took a deep breath
and released me.  Now he was back to avoiding my eyes as he pulled up his
pants and threw on his button down shirt.  Back to buttoned up Zach, I
thought.  That wasn't good, so I made him help me dress, having him snap my
bra closed on the reasoning he would get better and better at removal if he
understood the whole process.

   "Tell me another word for sexual intercourse and you can go for today,"
I teased, cupping his chin in my hand so he was forced to look at me.

   "Fuck," he said, and went a nice shade of pink.

   "Someday," I smiled, and sent him on his way with the promise of seeing
him Thursday.

   * * * * *

   Thursday saw us grumbling together over a pop quiz from Dr.  B, and
reviewing our private lesson plan from Tuesday.

   This time when Zach came, he didn't hide it, and he watched my face
carefully as I cleaned off his belly and thigh with some wet wipes and
paper towels I'd stashed in the desk.  He stood to retrieve the sweatpants
he'd discarded.

   "Brinna, are you--," he paused and swallowed, "I mean, do you get...get
anything out of it?"

   "You mean, am I wet and does this get me off?"

   "Yeah." Here came the blushes.

   "Zach, unzip my skirt." I turned and let him undo the zipper, then
dropped the skirt around my ankles before kicking it out of the way.  I
stood before him wearing only a purple pair of silky panties.  "Give me
your hand."

   He did, turning his head away from me and inhaling sharply when I placed
it between my legs.  I nearly grinned.  I pressed my near naked body
against his.

   "Can you feel how damp I am?" He nodded.  "Don't get quiet on me, Zach.
Can you?"

   "Yeah." He cleared his throat softly.

   "Put your hand directly on me." I guided his hand between my skin and
the soft material, until he was cupping my dripping sex in his hand.  Since
it was offered up to me, I took his earlobe between my lips and nipped it
gently.  I felt him suck in a quick breath.  "That's what you do to me,
Zach," I whispered, and traced the rim of his ear with the tip of my tongue
before nibbling the lobe again.  "Feel how wet I am for you."

   "Can I see?" he asked breathlessly, and I felt his fingers stir
restlessly against my lips.

   "Next week.  Just feel.  I'm soaked, Zach." I was still whispering in
his ear.  "Today I'll go home, and I'll work my fingers inside my wet pussy
until I cum."

   "Oh god," he moaned softly, and his fingers began timidly stroking my
flesh.

   "Maybe I'll even call your name when I do." I kiss behind his ear, just
below the lobe, and he shuddered.  "Would you like that, Zach?"

   "Fuck yeah," he growled, and groped for my free hand.  Once found, he
guided it to his stiffening cock.

   "Jesus, Zach, you just came for the second time like five minutes ago.
How can you be getting hard again already?" I tried for a lightly teasing
tone, though really it came out as a bit cockstruck.  The tips of my
fingers teased his balls, and he growled deep in his throat.  "You want to
fuck me, don't you?"

   "Yeah." He buried his face in my neck.  "But I can't yet." He sounded
pained.  I squeezed his tool gently, and he strained against my hand.  He
was hard, right?  I was ready for him, right?  What did he mean?

   "Can't?" I said dumbly.

   "I can't do it right yet, and I want it to be right with you.  I want it
to be good.  And even if I want to bury my cock inside of you right now, it
wouldn't be good.  I'd finish too fast and it'd be over.  I want you to
teach me, Brinna.  Like you said you would.  I want to fuck you right."

   I don't think I'd been more turned on in years.  It was all I could do
not to grind myself against him and beg him to do it anyway.  Jesus, if I
was going to be the teacher here, I'd better get a grip on myself.  The
last thing I needed was to push Zach too far, too fast.  I was pretty sure
I would lose him to our little experiment if he suffered another
humiliating premature ejaculation, like he had the first time I'd touched
him.  I didn't want that for him.

   "All right, Zach," I conceded with grudging admiration.  "You're right."
I kissed his cheek, not willing to touch his lips in the event I drove
myself too far again.  "I'm sorry, I shouldn't have even said that to you."
I left 'and that was such a sexy thing to say to me' off of my apology.

   "I liked it," he said, his face still tucked into my neck.  "I love it
when you talk dirty to me, Brinna.  But I just don't want to fuck this up.
Please?" He closed his hand over the one I had wrapped around his throbbing
prick.  "But no one said you couldn't have anything else you want from me."
He made a sound then, and I'm sure he was trying not to laugh.

   "Are you teasing me now?" I asked, giving him a squeeze.

   "Mmmm," he agreed, and I felt one of his fingertips probing my inner
lips.

   "But you're going to have to take your hand off my pussy now," I
whispered, "or I might lose control and take you by force." He did laugh
then, and slowly withdrew his hand.  "Be a good boy now, and you can take
these panties with you when you go home."

   He nipped my neck gently, and I ran my thumb across his slit, causing
him to gasp as I rubbed a large dollop of precum across the head.

   "Hmm, Zach?  We didn't get around to talking about the book I gave you.
Did you start looking at it?"

   "I read it."

   "The whole thing?  In two days?" I teased the crown of his glans.

   "Mmmm, yeah.  Lots of pictures." He began to kiss me across the top of
my collar bone.

   "Let's talk about it next week," I breathed, and forced myself to
release him and step away.  "We have to stop now."

   I caught a brief flash of hurt in his expression, and felt bad for
causing it.

   "It's me, Zach, I'm the one who needs to stop.  I'm sorry.  I shouldn't
-""

   "You don't have to apologize to me, Brinna," he interrupted brusquely,
and turned his back to find his clothes.  I watched him take an
extraordinary amount of time to put on his three pieces of loose clothing
before he turned back to find me still mostly naked.

   "Will you help me get dressed?"

   He regarded me silently, his expression unreadable, then finally gave a
brief nod.

   I didn't really feel forgiven until he was latching my bra behind my
back, and I felt the backs of his fingers stroke my shoulder blades next to
the straps.  He planted a little kiss at the juncture of my neck and
shoulder and I shivered a bit at the delicacy and care that went into it.

   "Are you going to wear these little skirts when the weather gets cold?"
he asked curiously as he buttoned up my skirt.

   "Probably not, unless I want to freeze to death."

   "I'd keep you warm," and with that, his cheeks pinked up and my shy,
sweet research partner returned full force.

   "See you Tuesday, Zach." I winked and pressed the panties I'd slipped
off into his hand as we parted.



   Lessons Learned Ch.  03: Field Trip

   Dr.  B liked to take the chapters out of order, so the following week we
skipped right to Chapter Eight, The Physiology of Sexual Response.  That
was the chapter Zach had read that made him feel like he wasn't normal.  I
watched him from the corner of my eye during the videos, catching the hint
of red on his cheeks in the faint light of the room.  At least some of the
information in the videos contradicted the book as people reported their
real experiences to the researchers.

   Once class was over, I turned to Zach after most of the other students
had escaped the room.

   "Zach, there's something I need to-," I began.

   "Hey, Zach," Reggie interrupted, turning toward us.  "I hope you're
paying attention, because this is probably the only place you're ever going
to get the chance to see so much vagina in your entire life." Tyler and
Lee snickered as they glanced back at us.

   "OUT!" Dr.  B shouted at the three of them.  Zach focused on stuffing
his things into his backpack, face flaming.

   "Zach-," I tried again.

   "Can we just get out of here now?  Please, Brinna?  We can talk on the
way to the library, okay?"

   We were halfway across campus when I stopped and turned to him.  There
was something I had forgotten to consider when we'd made our arrangement
together last week.

   "You've changed your mind," he said anxiously, looking closely at my
face.  "It's okay.  I-I understand."

   "Huh?  No.  No, that's not it."

   The look of relief on his face would have been comical, if he weren't
also so damned adorable in his eagerness.

   "It's my period," I blurted, and watched with interest as the blush
swept up from the base of his neck.  Regardless, he didn't drop his gaze
this time.

   "We don't have to do anything," he said hastily.  "I, uh, could I come
down to your office anyway?  I can just study.  I'll be quiet, I promise."

   "Zach," I laughed, "you don't have to hide in the corner.  I just wanted
to let you know, because I just, you know, I don't like to be messed with
below the waist when-"

   "It's okay!" he interrupted, and I wondered if anyone was going to let
me get through a complete sentence today.  "I just - I just want to hang
out with you.  You said we were friends.  Right, Brinna?  Friends hang
out." He bit his bottom lip.  "Are you okay, though?  Do you want me to
carry your backpack?"

   "My period didn't start right this minute, Zach," I said with a smile.
"I'm fine today.  It was a couple of days ago.  We just didn't talk about
what would happen when I'm on my period."

   "We can just work on our paper," he said, now looking at anything but
me.

   "You are awfully cute when you blush like that," I said with a smile.  I
resumed walking and he fell in beside me.  We walked in silence to the
library.

   Once in the office, Zach's eyes roamed around the room.  His gaze
flickered over the rolled-up yoga mats and pillow I had stuck in the corner
earlier that day.  I saw him swallow hard as he figured out why I'd brought
them in.  My desk was on one side of the room, with a computer and scanner
set up on the opposite side.

   "Can I check out your computer?" he asked abruptly.  "I've been wanting
to get my hands on it since I first came down here."

   "Should I feel slighted by that?" I teased.  "The two of us in this
room, and that's what you want to get your hands on?" He grinned shyly in
response.  "Go on, then."

   Zach played around with the computer system for a while, insisting on
running some of my scanning work through, so he could see everything in
action.  It was fascinating to watch the intensity on his face as he got
lost in his explorations.  He was so focused on the equipment in front of
him, I could almost be jealous.  I wondered if he focused on the homework I
gave him with the same intensity.

   After about half an hour, he snapped out of it and turned to me,
blinking.

   "Sorry," he muttered, looking embarrassed.

   I didn't say anything.  I brushed the backs of two fingers across his
cheek, and his breathing caught just a bit.

   "You wanted to study?"

   "Oh, uh, yeah.  Yeah, study."

   "You can use my desk if you want.  I'll work on the scanner for a
while."

   When he stood up to move to my desk, I brushed against him as I went to
sit down.  Flirting with him was turning out to be as much fun as my usual,
more direct, approach.

   We worked in silence for about twenty minutes, facing away from each
other, before Zach spoke up.

   "Brinna?  What's it like, having a period?"

   "Are you sure you want to know?" I smiled, though he couldn't see it
with my back to him.

   "Yes.  And no." He paused.  "Mostly yes."

   I was certain that, even though I couldn't see him, he would be blushing
as I described in excruciating detail what it was like to have a period
every single month.  He didn't say anything beyond a soft 'oh' when I
finished, and we worked quietly for a while longer.

   "Brinna?"

   "Yeah?"

   "Um, you know last week you said-, last time w-we were here together,
you..." He trailed off, and I waited patiently.  "Do you have any, uh," he
cleared his throat, "you know, sex toys?  At home?"

   My eyebrows went up.  I turned to look at him.  He had his nose buried
in a textbook.

   "If you want to talk to me about sex, I'm going to need you to look at
me." I stood up.  "Or maybe I should just come sit by you."

   I grabbed one of the wooden chairs and sat next to him at the desk.  He
was still fiddling nervously with his pencil, eyes bouncing between his
textbook and notebook.  The tops of his ears were red.

   I looked at the mathematics textbook he was studying.  Everything
appeared as incomprehensive squiggles to me.  I took a moment to admire his
ability to make sense of them.

   "Zach, why aren't you enrolled at a better school?" I asked suddenly. 
"Not that this school is bad, but what are you doing at a little regional
university?  Why aren't you at some Ivy League college?"

   "I could have graduated at fourteen, and I might have gone to one then.
My grandpa wanted me to wait.  My parents didn't care whether I waited or
not.  They just kept pushing me to go somewhere I didn't want to go.  Maybe
to get me far away from home," he said softly.  "So I decided to come here.
It's far enough from home, but also not too far, you know?  My grandpa
comes to see me every semester, and I hang out with him between semesters.
My parents didn't want to help me go here, so grandpa helps with my housing
and I have a scholarship for the rest.  I'll -"well, you didn't want to
know all that." He shrugged and began tapping his pencil rapidly against
his paper.

   "What about brothers and sisters?" I placed my hand on his to stop the
nervous tapping.

   "Two brothers, one sister.  My sister's twelve years older than me, and
my brothers are fourteen and sixteen years older.  My parents had a
timetable, spaced all their kids perfectly.  Except me.  I was the
mistake."

   "Zach-," I began, only to be interrupted for what seemed like the
twentieth time that day.

   "Sex toys, Brinna?" Zach said, giving me a challenging stare.  I smiled
into his eyes.

   "None currently." I dropped a hand to his knee and stroked his leg.

   "Would you ever get one?" His hands tightened into fists where they
rested on the desk.  Clench, release, clench, release.  I rested my head on
his shoulder, my face turned into his neck.

   "Would you like me to?" I whispered and kissed him under the jaw.

   "Y-yeah.  If you wanted to, I mean."

   "Mmmm," I answered, noncommittally, and trailed a few kisses down his
neck until I reached the collar of his shirt.  He sighed unevenly and I
felt his hand hesitantly touching my hair.

   I felt an idea tickling the edge of my mind.  "We could go shopping for
one.  Together."

   "Do you think they sell them in the Student Union?" Zach asked,
sounding completely shocked.

   I couldn't help it.  I laughed.

   "Oh, Zach.  How did you stay so sweet and innocent for so long?" I
lifted my head and captured his face between my hands.  "You really are
adorable." He rolled his eyes and snorted softly.  "I like it," I said as I
kissed his lips softly, quickly, and drew back.  "There's an adult toy
store on the edge of town.  What do you say to a field trip?"

   Zach didn't drive, so I offered to drive us.  He accepted my offer and
spent the whole car ride nervously running his hands back and forth over
the tops of his thighs and looking out the window.

   "Have you ever been to one?" I asked.

   "No." He drummed his long fingers on his knees.  "What's it like?"

   "You're going to find out soon." I took some pity on his nerves. 
"Mostly it's videos, magazines, toys for women.  Toys for men."

   "What if someone we know sees us together there?"

   "So what?  What are they doing there anyway?" I laughed.

   "Wouldn't it, uh, bother you if they see you with me?  In a store like
that?"

   "Do you think the whole class has met up there and is waiting for us?" I
reached over and set my hand on his thigh.  "I don't care who sees me
anywhere I want to go, and I really don't care if they see me with you."

   We pulled into the parking lot of the craptacular little adult store,
with its faded paint job and overall seedy look.  There was only one other
car in the lot, and I guessed it probably belonged to the employee inside.
You'd think they'd try to brighten the place up a bit, get a paint job. 
Anything to make it look a bit less shady, I thought.

   I grinned at Zach as I shut off the car.

   "Are you ready for your first trip to an adult toy store?" I asked
cheerfully.  "Because you're going to walk in first.  And you're not
allowed to slink in there either.  I want to see your head up and eyes out
front."

   "What?" he asked, wide-eyed.

   "You.  Walk in.  Go start looking around.  I'll be a minute or two
behind you."

   He stared at me, uncertainly.  I think he was waiting to see if I was
joking.

   "You can do this.  Confidence, remember?"

   He looked a bit betrayed as he got out of the car and slowly made his
way to the door.  He looked back once, and I nodded encouragingly to him.
As he disappeared through the door, I started counting slowly to one
hundred.

   When I walked in, the store clerk was busy reading a magazine while Zach
wandered around in wide-eyed wonder.  As the door shut behind me, I
squinted, adjusting to the contrast between dim lighting inside and the
bright sunshine outside.  The clerk glanced up, then did a double-take and
stared at me.  Great.  Creepy clerk alert.

   "Hey, baby," I said to Zach as I approached.  I linked my arm through
his and leaned in to kiss his cheek.  The clerk kept his eyes on us.  I
tugged Zach's arm gently.  "Found anything interesting?"

   "Brinna," he mumbled, "I don't even know what half of this stuff
is for."

   "Didn't you read the book I gave you?" I asked, wondering if he had done
his homework.  It seemed very unlike Zach to skip homework of any kind.

   "Yeah, but not the chapter on, uh, sex toys.  Yet.  Or the chapter on,
you know, men.  You said to pick out what I wanted to master." He looked at
the ceiling momentarily.  "I spent most of my time reading about positions
and, uh, how to, you know, how to please a woman.  I didn't know we were
doing the toy chapter!"

   I laughed at his expression and squeezed his arm fondly.

   As we walked down the first row, I explained in quiet undertones the
purpose for various items, and Zach tried not to let his eyes settle too
long on any one object.  He really was trying hard not to fail this
assignment.  I decided to let him off the hook about not reading all the
chapters.

   "See?  That guy doesn't even care that we're in here."

   "He doesn't care I'm in here.  He sure cares a little too much that you
are," he said, sounding a little grumpy.  Zach took a half-step and
effectively blocked me from the clerk's view.  He dropped his arm around my
waist, resting his hand on my hip.

   "Men are so possessive," I teased.

   "Do you mind?" he asked anxiously, and I sensed he was about to step
away from me any second.

   "No.  Not today, anyway." I nipped his earlobe lightly before turning my
attention back to the shelves.  "Here's what I believe you were interested
in." I waved a hand at the rows of various dildos and vibrators.

   "They're all different?  Why are there so many kinds?"

   "Big, regular, thick, slender, multiple colors, vibration, no
vibrations. Oh, and don't forget the ones that rotate."

   "What do you even need me for?" he blurted, then flushed.

   "Oh, Zach," I laughed.  "There's quite a difference between the real
thing and a hunk of battery powered plastic."

   "Silicone, mostly," he said absently, still taking in the array of
goods.

   "Toys are fun, but they're just a substitute.  For me anyway.  Some
women prefer them over the hassle of men," I winked at him, "and some women
use them with each other.  Sometimes couples enjoy playing with them
together.  I mean, you saw the video last week, right?"

   "Which one are you going to get?" he whispered.

   I gave him a smile and selected an average sized vibrator in a nice
purple color.  I never was much of a hot pink kind of girl.

   "Brinna?"

   "Mmm?" I asked, still browsing the shelves.

   "Let me buy it for you."

   "You don't need to spend money on me, Zach.  That was never part of the
deal."

   Zach glanced back at the clerk, who had returned to reading a magazine.
He turned, so that his back was to the clerk, and leaned in to whisper in
my ear.

   "Let me buy it for you," he repeated.

   "Why?"

   "I want to be able to think about you using something I bought you on
yourself.  To get off."

   "All right, Zach," I whispered back, enjoying the pleasant tingling his
words had stirred in my body, and the sensation of his breath across my
ear. "Since you asked so nicely, I promise to think about you when I put
this between my legs.  I'll think about you when I cum."

   He groaned deep in his throat a low, soft, sound that only I heard.

   "What's the first stage of erotic arousal?" I asked with a chuckle,
referring to our class lesson earlier in the day.

   "Excitement," he murmured, and surprised me by taking my hand and
pressing it between his legs.  He wasn't hard yet, but his cock twitched
under my hand and I could feel it beginning to swell.

   "Why, Zach, is that for me?" I fluttered my eyelashes at him playfully,
and the corner of his mouth flickered in a smile.  "So naughty, and in
public, too." I gave him a light squeeze and felt his cock jump.  "Maybe we
should pay and get out of here so we can take this somewhere private?"

   "Um, yeah.  Let's, uh, I thought you didn't want, I mean, you said not
today?"

   "No, I said I didn't like being messed with below the waist while I'm on
my period.  I never said I didn't want to mess with you below the waist."
I gave him another squeeze.  "I never said you couldn't touch me above the
waist, either.  As I recall, I was interrupted before I could finish
talking."

   "Oh, fuck, yeah, sorry.  I'll, um, ok, let's pay and get out of here. 
I'll give you some money and wait by the door."

   "Oh no you won't," I insisted.  "If you need to, we'll walk around a few
minutes, but you're going with me to the register.  And you're going to
look that guy straight in the eye.  Hell, wink at him if you want to, I
don't care.  You get the whole experience, baby." I removed my hand.  "Why
don't you think about prime numbers for a while?" I smiled and slipped away
from him.

   We browsed for a few more minutes, until Zach's excitement had settled
down, then went to check out.  Zach did great, right up until the time I
asked the clerk where I could find an extra-large cock ring.  Zach
desperately looked like he wished the ground would open and swallow him
whole.  The clerk raised his eyebrow at me, tossing a skeptical look at
Zach.

   "If you don't carry them that big, I'm sure I can find them somewhere
else," I said firmly.  "Do you have what we need, or not?"

   "Oh my god," Zach breathed, turning his body sideways to the counter and
looking up over my head, cheeks flaming.

   The clerk gestured and directed me to the selection.  I deliberately
brushed my hand across Zach's crotch as I sweetly asked him to wait for me.
I know the clerk saw it happen.

   The moment we had paid at the register, Zach quickly turned from the
counter.  It seemed that he might race me to the car, so I took his hand
and made him stroll casually out of the store together.  I released him
once outside the door.  He trailed me to the driver's side and insisted on
opening the door for me.

   "Just get in, Brinna," he ordered, then slammed the door shut before
racing around to the passenger side, as I started the car.

   Once in the car, he leaned forward and dropped his head in his hands.  I
was worried I might have pushed him too far at the end.  He groaned
pitifully.

   "You're the worst friend I've ever had," he said from behind his hands,
and then burst out laughing.  Granted, it was tinged with a bit of
hysteria, but it was still laughter.  I took it as a good sign.  When he
finally did look up, he was smiling.

   "Yeah," I agreed, grinning like an idiot, as I steered us back toward
the campus.  "And I don't know how to break this to you, but we have one
more stop."

   He groaned dramatically and flopped back in his seat.

   "God, what torture have you thought up now?"

   The torture I'd thought up was taking Zach to the drugstore to buy some
condoms and lube.  He really did need to have his own supply, and not rely
on any girls he might encounter, to have something more suitable to his,
uh, assets.  Plus, I suspected he didn't have much in the way personal
items like lube at his apartment.  Somehow, I just couldn't see Zach buying
it on his own.

   "Why couldn't we just have bought it at the other store?  I mean, we
were just there.  They had stuff." I think he was feeling a bit sorry for
himself, as a few stray shoppers observed our perusal of the condom aisle
with either a smirk or look of disapproval.  One was old enough to be his
grandmother.

   "Because you need to be able to walk into any place, and get what you
need, without being embarrassed.  You could go to the Student Health
Center, but they pretty much have the one-size-fits-all general condom
thing going.  Here you've got variety."

   Zach blew air out from between his lips, taking the box of condoms I
suggested for him, and rolling his eyes up as he grabbed a tube of
'personal lubricant' off the shelf nearby.

   "Oh my god," Zach said, sounding desperate as we neared the register. 
"Stop.  Stop, stop, stop.  C'mere!" He pulled me into the greeting card
aisle.  I thought he was trying to chicken out completely.  Or maybe he
just needed some time since I had been lightly brushing up against him,
with either my hand or my boobs, rather frequently ever since we entered
the store.  "That girl at the checkout is one of Lee's roommates!" he
hissed.

   "So?  A guy can't buy condoms and lube without some random guy's random
roommate judging him?"

   "It's not that," Zach insisted.  "You can't come up there with me.  She
might mention seeing us to Lee, and he'll know it's you if she describes
you at all.  Go to the car." I opened my mouth to object.  "Brinna, go to
the car!  Please!  I'll buy the stuff, I will.  Just go.  Let me do it."

   "You're so forceful," I said lightly, and kissed his cheek before
slipping out to wait in the car.

   It took the rest of the drive to the campus for Zach's cheeks to stop
burning red.  He shoved the drug store sack, and the cock ring I'd insisted
on, deep inside his backpack before we got out and headed back to our
hideaway.

   I caught his arm as he started to break away, and head toward the
restroom, to relieve some tension.

   "No."

   I stopped him outside the door of the office.

   "Do you trust me?" I asked, with a slight grin.

   "Yeah, Brinna." He looked slightly puzzled, likely trying to figure out
where things were going today.  I'd upset the routine of the previous two
weeks quite a bit today.

   "Wait out here for me for a couple of minutes." I smiled and took his
backpack from him.  Once I brought him into the room, I would have to move
fast for what I had in mind.  It would be a bit of an ambush.

   Having arranged the office space the way I wanted, I opened the door and
pulled Zach inside.

   "Take your clothes off, Zach," I ordered briskly, as I tugged his
t-shirt up and over his head, urging him to get his shoes and pants off
quickly.  "Lay down on the mat, close your eyes, and relax.  Count prime
numbers if you want."

   He'd had very little time to react, other than to follow my
instructions, and now he was stretched out on his back on the two layers of
yoga mats I'd spread on the floor, pillow under his head, eyes closed,
fingers twitching nervously.

   "Brinna?"

   "Hush, Zach.  I just want to look at you for a minute." I enjoyed the
sight of him, spread out, still flaccid, trusting, waiting, wondering what
was coming.  When placed next to his roommate, most females would have gone
for the tall, athletic Tyler, which was a shame, really.  Zach had
qualities that could be easily overlooked, quiet or hidden as they were,
especially with the way he carried himself.  He made a very attractive
package overall, if someone would just look past the shell.  That's where
we needed to get him.

   I knelt and straddled his lower legs, holding my weight off them.

   "I'm going to touch you, Zach," I warned, not wanting him to be
startled. I ran my hands up the inside of his thighs, and smiled to myself
when he sucked in a deep breath.  "Remind me again which phase is the
beginning of erotic arousal?" I teased, watching the subtle swelling
beginning between his legs.

   "Excitement," he said shakily.  "C-can I open my eyes, Brinna?"

   "I guess you might want to see this," I answered, distracted, as I took
his cock in my hand and it twitched in response to my touch.  Leaning
forward, just as Zach was propping himself up on his elbows to look down
his body at me, I took him in my mouth.

   "Oh my god," he groaned heavily.  His eyes rolled back in his head as I
applied gentle suction to his rapidly growing cock.  I took him deep into
my mouth while I could still manage the entire shaft.  I gave a small moan
of satisfaction as I felt him swell and pulse against my tongue.

   His eyes briefly found mine, then focused solidly on my mouth.  He was
growing hard so quickly, that I had to back off and concentrate on the top
half.  I lifted my mouth off his cock and grinned mischievously at the
disappointment that flashed across his face.

   "Have you been doing your homework, Zach?  All of it?  Have you been
holding yourself back from cumming too fast while you jerk off?"

   "Yeah," he panted, then growled low in his throat when I swirled my
tongue around the head of his cock.  "But I can't, uh, I can't promise I'll
last long with you doing that."

   "I've been wanting to get you hard with my mouth since we were shopping
earlier," I confessed.  I grasped the base of his shaft firmly in my hand
and ran my tongue up the exposed underside.  "What do you think, Zach? 
Would the clerk have cared if I dropped to my knees and sucked your cock in
the middle of his store?"

   "Oh, fuck," he moaned, cock rock-hard and straining now.

   "I'm going to stop for a minute now, Zach.  And you're going to tell me
what interests you most from the book I gave you.  First thing that comes
to mind.  What do you want to learn?"

   "Uh, the, uh, I want you from behind."

   "Doggie style?" I asked, squeezing his cock lightly.

   "Yeah.  Yeah, that."

   "Why that?"

   "It's hot," he answered simply.

   "I think it is, too," I said with a smile.  I licked the drop of pre-cum
from his slit with the tip of my tongue, causing him to suck air between
his clenched teeth.  "I like how deep a man can get inside me from that
position.  How he, how you can touch my breasts or clit with your hands,
how the head of your cock feels when you push inside of me."

   I saw his jaw clench, and I knew he was struggling to control himself.

   "What else?"

   "I want to make you cum.  With my hands.  And my mouth."

   "So, that's three things."

   "Two things in total," he insisted.  I raised an eyebrow at him. 
"Making you cum only counts as one.  I'm the Math major, Brinna, and it's
my formula." He gave me a half-smile, uncertain if I would accept his
reasoning.

   "Third thing?" I asked, conceding.  Just to remind him who was in charge
of this research project, I leaned in and teased the crown of his cock with
my tongue.  His fingers curled into fists and I saw something shift in his
eyes as he watched my tongue work.

   "I want to watch you ride my cock," he said with heat, no hint of
shyness in his expression.

   "Zach," I said intently, "I think you're going to make a very
considerate lover one day."

   I took a moment to squirt some lube into my free hand.

   "Brinna?" He licked his lips.  "Are you gonna use your mouth on me
again?"

   "You mean, am I going to suck your cock for you?" His cock gave a little
twitch in my hand.

   "Yeah."

   I smiled seductively at him.

   "No, Zach.  Not today I'm not.  I'm saving the full experience for the
next time we meet." He didn't bother to hide his disappointment.  My smile
turned a bit sly.  "I am going to use my hand though.  I want to see how
long you can last like this." I slathered the lube up and down his rigid
shaft.  "How long can you take it when I'm the one doing the stroking,
Zach?"

   "I don't know," he said hesitantly.

   "Have you been doing your homework, baby?"

   "Yeah.  Like you told me." He gasped a bit when I began to stroke him
slowly, from the base to the tip and back.

   "How long could you go by yourself, breaks and all?"

   "I went an hour last night," he whispered, watching my hand.

   "You won't last like that today," I said confidently.  "But that's okay.
I just felt like having you hard and fast right now.  Was last night the
last time you jerked off?"

   "Yeah," he sighed.  "I wanted to this morning but..."

   "But what?"

   "I don't know.  I just like to-," he paused with a small groan as I
increased my speed and gripped him a bit firmer, "I like to save it for
you, Brinna.  I should have gotten off first by myself in the other room. I
can't-I can't last long like this."

   "Do you like this?" I brought my other hand into the mix, and instead of
stroking up and down, I used one hand to squeeze him at the base, then
stroke up, over and off the head, then start the second hand at the base
and repeat.

   "Yeah," he breathed.

   "Tell me what you want.  What do you want me to do with my hands?  What
feels good to you?"

   "More pressure," he sighed.  "You can squeeze me harder.  Like- like you
did in the store earlier."

   "You liked it?"

   "I wish-" He lost the ability to speak for a moment, as I followed his
instructions and tightened my hand on his straining cock.  "I wish you
could have done what you said earlier."

   "Sucked you off in the store?" His hips lifted a bit, pushing his
slickened shaft through my hand.  "Did you want him to see me with your
cock between my lips?"

   "Yeah," Zach whispered.  "I did.  Faster, Brinna.  Your hand.  I need it
faster."

   "First, you tell me how you wanted that to end.  Me, on my knees in the
store, sucking you where anyone could walk in and see?  Where the guy there
could see it?  What did you want?"

   "I wanted to cum in your mouth," he groaned.  "I want to fuck your
pretty mouth and cum down your throat."

   "I love the way you talk to me when you get heated up, Zach.  When you
forget how shy you are.  I'm going to give you what you want." I grinned.
"On Thursday.  So you can think about it until we meet again." His
breathing went ragged, and I delivered on my promise to stroke him faster.

   "The top," he grated out, "work the top.  Oh fuck me, that's it, like
that!"

   I milked the top third of his shaft, and gently cupped his balls in my
free hand.

   "Oh god," he moaned, and they contracted, drawing up against his body.
"Brinna!"

   The first thick jet of semen shot across his stomach, a powerful stream
that landed neatly along the center of his chest.  I watched as the second
jet went nearly as far, falling just short by a couple of inches, then a
third.  He grabbed my wrist to slow my hand.  I watched closely until the
last pulse simply dribbled out over his cockhead, still held in my fist,
and a small dab oozed onto the backs of my top two fingers.  I was tempted
to lean down and lick it off him, just to feel the silky liquid on my
tongue.

   "I'm impressed, Zach," I said quietly.  "You lasted so much longer than
the first time I touched you.  You clearly have been, hmm, let's say,
diligent about your homework." I gave his softening cock a squeeze.  "I
want you to do something for me."

   "Anything," he breathed, and I wondered if he would be sorry he said
that.

   "Open your mouth a little." He complied.  "I want you to taste yourself,
and clean off my fingers." I slowly inserted the first two fingers of my
hand between his lips, and felt his tongue probe them cautiously while we
looked at each other.  He closed his lips around my fingers and sucked them
gently, still watching my eyes.  I shivered when he ran his tongue around
my fingertips.  He smiled slightly when he noticed, taking that wrist in
his hand and drawing my fingers out of his mouth slowly, placing a little
kiss on the tips before releasing me.

   "Salty.  Like you." He gave a short laugh and smiled warmly at me.

   "Stop that.  You're going to give a girl wet panties with that look," I
chided.  "Let me clean you up." He watched me work, lightly stroking my
wrist and arm with the fingers of one hand.

   "I like touching your skin," he said finally.  "Brinna?  Will you take
off your shirt and lay with me?  I just want to feel your skin against
mine." He rolled onto his side and watched me remove my shirt and bra. 
"With your back to me?"

   I laid down and he spooned against me, his chest pressed against my
back, arm thrown over me, hand resting on my stomach.  His fingers moved a
little restlessly, so I laid my hand lightly over the top of his.

   "Go ahead," I told him.  "I know you want to touch me."

   "Mmmm," he agreed wordlessly.  He slid his hand out from under mine, up
over my stomach, to cup my breast.  I sighed as his fingers toyed lightly
with my nipple.

   "If I do this too long, I'll end up hard again," he said.

   "Good.  Then you can tell me how you want me to use my hand again." He
pinched my nipple and rolled it between his fingers.  "Damn period," I
grumbled, aroused and unsatisfied, a heaviness between my legs.

   "Let me cum on your tits this time," he whispered into my hair.  "Let
me, Brinna, please?"

   "Zach," I whispered back, pressing my ass against him while I arched my
back to press my breast into his hand.  "Next week, you're going to learn
to use your hands and mouth on my pussy.  But this week is all for you."

   His hand squeezed me firmly, then he moved away from me a bit, pulling
me onto my back.  He slid down and took one hard nipple between his lips,
using his hand to toy with the other.  By the time he had spent a few
minutes lavishing attention on each of them, I was breathing hard and he
was pushing his erection against the side of my thigh.

   I gave him the handjob as he directed, also trying out a few different
moves of my own, for him to decide what felt best.  His eyes smoldered, and
he became more confident as we talked and stroked each other.  He had
lasted at least half an hour, with only two short breaks to catch our
breath, when he rolled me onto my back.  He rose to his knees and straddled
me, pushing my hands away.  He took his erection in one hand and braced
himself above me with the other.

   "My week," he mumbled, and began to pump his fist rapidly up and down
his hard prick.  "Cumming for you, Brinna." He sucked his bottom lip as I
listened to the wet sound of his hand working over his well-lubed cock.

   "Come on then, Zach.  Cum for me.  Cum on my tits.  You said you wanted
it." I laid my hands on his thighs while he hovered over me.

   He uttered a harsh grunt as he released his second load of the day.  I
watched as the hot liquid splashed across my chest, while Zach's eyes
locked on my cum-covered nipples.  He made soft, wordless, sounds in the
back of his throat as he finished his task.  Then, still holding his cock,
he collapsed beside me in a heap.

   "You have me so worked up, I may die of lust before my period ends," I
told him.

   "Please don't die before Thursday," he said, and we giggled and snorted
like idiots.

   Later, Zach and I parted with the promise to see each other again
Thursday, and I smiled a little at his reluctance to go.  His eagerness was
ultimately going to do a lot to overcome his shyness.



   Lessons Learned Ch.  04: Oral Exams

   Zach was a bundle of nervous energy in class Thursday, and I had to stop
him from rapidly tapping his pencil about ten different times during the
class and pop quiz.  When I touched the back of his hand, he would jump a
bit and cast apologetic looks my way.  I tried not to grin, guessing the
source of his restlessness had a lot to do with anticipation of our 'study
time' later.

   As we reached the sidewalk outside and headed toward the library, we
heard footsteps come pounding up behind us.

   "Zach!"

   We turned to find Zach's roommate Tyler approaching us.  Zach tensed, an
uneasy look in his eyes.

   "I need you to let me in the apartment.  I forgot my keys and my
practice gear is at home."

   "You can just take my key," Zach offered, swinging his backpack off his
shoulder.

   "C'mon, man, you know if I do that, then you won't have your key later
and I don't know when I'll be home tonight.  I'm not gonna leave a key
sitting around under a rock or something either.  You have to come with me
and let me in." He glanced at me.  "Sorry, Brinna," he added insincerely.

   I could see Zach didn't really like the idea, but he didn't seem to have
much choice in the face of Tyler's logic.  I think he was also tempted to
tell Tyler too bad, and leave him hanging.  What a shame he just wasn't the
type of guy.

   "It's all right, I'll catch up with you later," I said, and gave him a
wink that Tyler didn't see.  Zach gave me one last glance over his shoulder
as he moved off with Tyler.  I smiled, amused at how forlorn he looked at
having been diverted away from the session he had been so eager for all
afternoon.

   I worked with the scanner in my office to pass time while I waited for
Zach to walk to his off campus apartment and back.

   Close to an hour later, Zach came bursting through the door.  He'd
changed into sweatpants and slip-off shoes.  His cheeks were flushed,
though I didn't believe shyness was the cause this time.

   "That son of a bitch," Zach said, unusually agitated.  "He did that
deliberately, I know he did." He blew a frustrated breath between his lips.

   "Something bothering you besides the key?"

   I knew I'd hit on something as Zach's eyes darted to me, then away.

   "Zach?  Are they bothering you more than usual?"

   "He kept asking me about you.  And I think he's been trying to figure
out where we go to study.  He-," Zach cut off abruptly and turned to lock
the door.  He didn't turn back around and was holding himself very still. I
approached him and wrapped my arms around his waist, laying my cheek
against his shoulder.

   "Tell me."

   "He wants to ask you out.  He wants me to find out if you might be
interested in him." He fell silent momentarily.  "And last week they were
over at the apartment, talking and laughing and trying to get me to ask you
-"" he cut off.

   "Ask me what?" More silence.  I nudged him.  "Ask me what?"

   "They wanted to know if you're a real redhead.  You know, down there."

   "Down where?" I asked, torn between the ick factor of the goon squad
thinking about me intimately and wanting to smile at Zach's use of the
words 'down there.' He'd had his hand 'down there' just last week.

   "Do you want to, Brinna?"

   "Want to what?" I asked, distracted by the sudden desire to have my
hands on Zach's skin.  I ran my hands up inside his t-shirt and rested my
palms against his ribs.

   "Go out with Tyler."

   I did laugh then, the idea striking me as utterly ridiculous.

   "No, I do not want to go out with Tyler."

   "Really, Brinna?" he asked uncertainly.

   "Really," I said firmly.  "Tyler is not my type.  I date men who can ask
me out directly, and don't treat their roommates like shit." He exhaled
loudly, as if he'd been holding his breath this whole time rather than
talking.  "Hey, Zach?" I stroked one hand over his abdomen in a slow path.

   "Uh, yeah?"

   "They're so interested in my hair color.  What do you think they'd say
if they knew you'd had your hand on my pussy just last week?" I kissed the
back of his neck.  "Or that next week you're going to find out for sure if
I'm a real redhead?"

   "They wouldn't believe me," he said softly, "but I'm not going to tell
them.  I promised, remember?  We aren't telling anyone at school."

   "Zach?" I slipped my other hand into the waistband of his sweats and
held my palm firmly against his skin, above the pubic bone.

   "Yeah?" His breath seemed to catch in his throat.

   "Will you take off your shirt?"

   He fumbled the shirt off and tossed it aside, still facing the door.  He
braced one hand against the door, almost as if he were afraid to lose his
balance.  I ran my other hand over his back and shoulders, up and down his
spine.

   "You jerked off before you came here, didn't you?"

   "Yeah.  I, uh, I didn't take a lot of time.  Not like you wanted."

   "Good.  It's okay this time." I dragged my mouth across his shoulders,
delivering small kisses and lightly licking his skin.  "Zach, tell me what
you did with the panties I gave you last week.  Did you like them?"

   "Yeah." He shivered a little and shifted his weight so that he pressed
closer to me.  "They smelled like you.  And they're soft like your skin."
He shivered again.  "They remind me of being in here with you."

   I dropped my hand just a couple of inches lower and my fingertips
brushed against the top of his pubic hair.  He groaned quietly.

   "I think you did something with them.  Am I right?" I whispered against
his ear.  I took the opportunity to run the tip of my tongue over the edge
of his earlobe, hearing him gasp.

   "Yeah" he admitted, and his free hand covered the top of the hand I had
in his pants.  "I-I used them to stroke my cock.  You knew I would."

   "I hoped you would.  What did you think about?"

   "Being here with you.  When you watched me last week.  When you watched
me cum." His voice broke a little at the last.

   "What else?"

   "I thought about what it'd be like, being inside you." He pressed my
hand, indicating he wanted me to move it lower.

   "Not yet," I chided him.  "Getting hard, baby?"

   "Yeah.  Brinna?  Take off your shirt?"

   "Soon.  Did you jack off last night?" He nodded.  I pressed a kiss under
his jaw and he tilted his head to give me better access.  "I really like
that you're not much taller than me, Zach.  It makes this so much easier."
I continued letting my lips play across the rapidly beating pulse in his
neck.

   Zack made a small noise of frustration when I snaked my hand out from
beneath his and out of his sweatpants.  I smiled against his neck, and
dipped both hands into the waistband of his sweats, catching the edges with
my thumbs.  I dug my fingers lightly into his hipbones and worked his
sweats down just a couple of inches.

   "I can't believe you aren't wearing anything under these sweats, Zach.
Going commando doesn't seem like something a shy young man does." I
grinned. "It's pretty hot." I stroked my hands around his waist until my
fingers rested lightly on the top of his ass cheeks.  Zach let out a slow,
uneven breath as I inched my fingers down and gently massaged the flesh
beneath my fingers.  He pushed back against my hands just enough for me to
know he was enjoying what I was doing.

   "Brinna," he said in a tight voice, "please."

   "Please what?  Tell me what you want, Zach." I kissed the back of his
neck, like I had done earlier.  "If you tell me, I'll give it to you."

   "Put your hand on my cock."

   I sent my right hand questing around his waist until I found the base of
his throbbing hardon, and wrapped my hand around it.  He shuffled his feet
a bit restlessly as I held him.

   "Is that all you want?" I asked, prodding him further.  I knew what he
wanted, and I wasn't planning to relent until he told me out loud.

   "No." He swallowed.  "Y-You said you'd use your mouth today."

   "To do what?" Before he was able to answer, I danced my fingers down
further, and lightly caressed his balls.  "Do you like that?"

   "Yeah," he answered, sounding out of breath.

   "You'll tell me if I do something you don't like today?"

   "Yeah." He strained against my hand.  "But you never do anything I don't
like."

   "There's always a first time.  Tell me what I'm supposed to do with my
mouth today, Zach."

   "Give me a blowjob?" He sounded uncertain, as if this were a test he had
not prepared himself to take.

   "And I will." I smiled against his neck when he made a helpless little
noise.  "Is that what had you so anxious in class all afternoon?  The
thought of me with your cock in my mouth?"

   "Yeah, and it had me worked up since leaving here Tuesday," he choked
out, in what I thought was nearly a laugh.

   "You're very hard right now, Zach." He made a noise of agreement.  "I
like your, hmm, enthusiasm." I rubbed my thumb on the underside of his
shaft.  "I'm going to help you out of these sweats, and ask you to sit in
the chair at the end of the mats."

   "Can I help you?  With your clothes?  Your shirt and bra," he quickly
clarified.

   "If that's what you want, yes." I wondered if he had the slightest clue
how turned on I was by this time.  It was all I could do not to rip all my
own clothes off, and throw myself on him, regardless of what we'd discussed
Tuesday.  Another day with Zach, another day of learning that controlling
myself with him was a lot harder than I originally imagined when I had
proposed this idea to him.  Teaching him to help a woman out of her
clothes, and knowing he enjoyed doing it, was somehow a bigger turn on than
I imagined it would be.

   I shimmied Zach's sweatpants down, and kneeling, helped him free his
feet one at a time before tossing them onto the desk.  He turned toward me,
and I drank in the sight of him standing naked before me, erection jutting
prominently before him.  Zach fidgeted a little, shifting his weight from
one foot to the other, hands twitching a bit as he stood facing me.

   "I like looking at you, Zach," I offered reassuringly, and he look both
pleased and self-conscious to have my attention focused on him so intently.
"Now I believe you were going to help me out of this?" I stretched my arms
up over my head, and he stepped close to tug my shirt up and off, tossing
it onto the desk to join his sweatpants.

   I thought he would rush through getting me out of my bra.  Instead, he
set his fingertips on the tops of each of my shoulders, and ran them over
my upper arms to my elbows and up again.  His eyes followed his fingers as
they traveled alongside the strap of my bra to the swell of my breasts. 
His eyes flickered up to mine and I held my breath, waiting to see what he
was going to do.  It wasn't often he made eye contact without prompting. 
He gave me a small crooked smile, and let his fingers walk back up the same
path to my shoulders again.  One hand continued down my back, and with a
smooth movement, undid the clasp of my bra.  His hands slid the bra straps
down over my arms, freeing me completely from its confines, and tossing it
aside as well.  I thought he would look down then, but he didn't.  He kept
his eyes on mine and let his hands trail down to cup my breasts.  He rolled
his thumbs over my nipples almost roughly, causing me to gasp at the small
jolt it created inside me.  The jolt caused my stomach to clench
momentarily, and my eyes widened.  Zach leaned in and gave me a small peck
on the lips, drawing back quickly.  As he drew back, he finally dropped his
eyes to where his hands continued to play with my sensitive flesh.

   As much as I enjoyed the way his long, slender fingers played over my
hardened nipples, I drew back slowly from his hands, drawing his attention
to my face again.

   "What do I do next?" he asked in a voice that trembled just a touch.

   "Have a seat." I indicated the chair I'd told him I wanted him to sit
in, and he obediently went to it and sat, looking at me expectantly.  His
hands squeezed his knees nervously.

   I stepped onto the stacked mats and stood in front of him.  I took his
chin firmly in my hand and tilted his head up a bit so I could look him in
the eyes.

   "Listen to me, Zach.  I don't have a lot of expectations that you'll
last long this first time.  We're doing something a little new, so that's
okay.  I'm going to kneel and, when we're both ready, I'll start.  You can
touch me, you can put your hands on me, but don't try to grab me too hard,
don't try to force me further down on you, don't try to push your hips up.
You're big, and you're already really hard, so I'm not going to be able to
take a lot of you." I gave him a sly smile.  "What I want by the end of our
time together is to try and deep throat you," I paused as he gave a loud
groan, then continued.  "That's what I had picked out from the book I gave
you.  Maybe I'll manage, maybe I won't, but at least it'll be fun to try
it. But it's not going to happen today, so try and be careful with me,
Zach. Agreed?"

   "Yeah, agreed.  I'll try, Brinna, really." He swallowed.  "I wouldn't
want to do something to hurt or upset you, not on purpose."

   "I know," I reassured him.  "I just want to be clear up front about what
I expect, and what you can expect from me.  Part of the goal in
communication, right?" He gave a small sound of agreement.  "Now the other
thing.  Did you only cum once today?  Before you came here?"

   "Yeah." His forehead creased in a slight frown, not sure where I was
going with the question, uncertain if he had done something wrong.

   "You're not going to cum in my mouth this time." I tried not to smile at
the slight disappointment I saw in his face.  "Zach, you're like a damn
fire hose.  I don't mean that as a negative, I personally find it sexy as
hell.  If you feel like trying this a second time today, I'll let you, but
this first time, I want to make sure I don't drown." I grinned and he
relaxed a fraction, I suspect in response to being told there could be a
second time.  I kissed the tip of his nose and his hands rose to my hips.
He slid his arms loosely around my waist and leaned in, taking one of my
nipples between his lips and flicking it with the tip of his tongue.  I
gave a murmur of approval and slid my free hand to cup the back of his
neck.

   "You are getting good at that," I sighed, as he lifted his head and
moved to take my other nipple into his mouth.  I closed my eyes and enjoyed
the feel of his warm mouth on me.

   "I wish I could do more for you, Brinna," he said, leaning back and
releasing me.

   "Mmm-hmm," I agreed, wishing again to be able to relieve my own needs
right that minute.  Still, patience was required, so patience it would be.

   I dropped carefully to my knees, without sitting back.  That allowed me
to return the favor and use my lips and tongue to tease Zach's nipples for
a couple of minutes.  I felt his hand caress the back of my head, though he
followed my instructions and kept his touch light.

   Sliding myself down, and leaning back just a bit, I brought myself to a
comfortable level, finding myself face to face with Zach's now raging
erection.  I glanced up at him and licked my lips in anticipation.  He was
intently focused on my mouth, and I saw his eyes start to glaze over, as my
tongue wet my lips.

   "Are you ready?" I asked in a husky voice.

   "God, yes," he replied, and I felt his fingers tighten just a fraction
before going loose again.  He worked his hand gently into my hair, careful
not to pull, as he settled his fingers into my locks.

   As I leaned toward his cock, intent on catching the drop of precum that
was glistening and ready to fall from the ridge of his cockhead, he took a
deep breath and held it.  His anticipation caused me to smile, as my tongue
caught the clear liquid and continued across his slit.  He jerked just the
merest fraction at the contact.

   With one hand, I grasped him firmly at the base of his erection.  I used
the first two fingertips of my free hand to trace light circles around the
slit at the tip.

   "I really love how soft the skin is here," I observed, just before I
took the entire head of his shaft in my mouth and applied a gentle suction.
I used my tongue against the underside, and the resulting growl Zach made
in response was electrifying.  I glanced up at him from beneath my lashes,
to find a look of such naked desire on his face that it sent a river of
intense shockwaves all the way down to my toes.  In response, I increased
the strength of the suction I was applying and slid him further into my
mouth.

   "Oh god, Brinna," he whispered hoarsely, and his hips gave a small jerk.
I backed off a fraction, though his position in the chair kept him from
driving himself too far into my mouth.  "Sorry, sorry," he apologized, and
his head tipped back, taking his gaze away from the sight of my mouth on
his cock.  His eyelids slipped closed and the look on his face changed to a
different kind of concentration.

   I lifted my mouth off him slowly, until I held just the soft head
between my lips.  I kept my lips firm around it, raised my head, and let it
pop out of my mouth.  Zach groaned again, torn between heat and
frustration.

   "Prime numbers, Zach?" I asked in a teasing tone.

   "Formulas," he muttered.  "Need a bigger distraction." He took a deep
breath and looked down at me, watching my hand stroking his wet member. 
"Please don't stop, Brinna.  Please?"

   "Just a brief intermission," I promised.  "Next time, I want you to lie
down, so I have better access to your balls." He whimpered, and I smiled at
him.  "Warn me before you cum, Zach." He gave a quick nod.  "Do I even need
to ask if you're enjoying this?"

   "It's fucking amazing," he declared.

   "I love how soft and hard you are at the same time," I told him, kissing
his cockhead.  His cock gave a small twitch.  "Silk covered steel." I
released my grip on his cock and placed my palms on the tops of his thighs.
Turning my head, I placed several hot, wet kisses along the inside of his
thigh.  "Tell me what you want."

   "I want you to suck my cock 'til I cum," he replied, without hesitation
or a hint of reluctant shyness.  He wrapped one hand around the base of his
rod and, with the other, applied gentle pressure to the back of my neck,
guiding my mouth back to the broad head.

   I tapped Zach's wrist, and he released the hold on his shaft.  I dipped
my head, and extended my tongue, running it up the underside of his cock,
then flicking the tip along the little valley on the crown of it.  He eyes
stayed locked on my mouth, and the glazed look was returning to them.

   "Tell me what to do." I offered him control, for the moment.

   "Suck my cock, Brinna.  Take it in your mouth and don't stop 'til I
cum." He pressed more urgently on the back of my neck.  I opened my mouth,
allowing him to guide me, as his insistent cock slipped between my lips.

   As soon as I settled my mouth over the head, he eased off the pressure
on my neck, but his fingers maintained contact, rubbing gently.  The way he
was massaging my flesh felt good, and I sighed around his cock.  As I
leaned over him, some of my hair fell across my face, obscuring his view.
Zach's free hand gathered it, holding it back from my face.

   "I need to see you," he said simply.  "I've thought of your mouth for a
lot longer than just this week.  This is what I thought about when I jerked
off earlier.  I thought about how your mouth felt on me Tuesday.  The way
you sucked all of me 'til I was hard, and I got too big for your mouth,
just like now." He licked his lips.  "Take as much as you can, Brinna."

   His words renewed the flames inside me, and I went down on him greedily,
feeling his response in the tension of his fingers at my neck.  He stilled
his fingers, unable to keep rubbing my neck, while I was bobbing up and
down on his cock.  I continued to squeeze and then release the base
repeatedly with my hand as I took him as far into my mouth as I could
comfortably manage.

   I glanced up at him occasionally as I mouth fucked him, and noticed that
his lips parted and his breathing became heavier.  He made the loudest
sounds when I reached the head of his cock, taking a moment to tease him
with my tongue and a harder suction, before dipping my head down again.  I
varied the pace as I went.  When my lips touched the top of the fingers I
had wrapped around him, I would pause, with him as deep in my mouth as I
could hold him, before rising again.

   "Brinna, I'm nearly there," he said suddenly.  I lifted my head until
only the tip and first couple of inches remained in my mouth.  I used my
hand to stroke him as I increased the suction and worked my tongue over the
spongy head of his cock.  I moaned, and that vibration pushed him the rest
of the way.  "I'm gonna fucking explode," he warned.  I felt his cock jerk
in my mouth.  "Ahhhhh, fuck!"

   I lifted my mouth from him just as a powerful jet of cum shot from the
tip of his cock.  I continued using my hand to jerk him, and the hot, thick
liquid fell across my wrist.  I glanced up, and saw Zach's eyes scrunched
closed, an almost pained look on his face as he came.

   He managed to coat most of my hand, and his lower belly, by the time his
prick had finished jerking and pulsing.  He was breathing hard.  Without me
even noticing, his hands had become buried in my hair, while I was
distracted with watching him.

   While still on my knees, I pushed myself up as tall as possible, and he
slumped forward in his chair to rest his forehead gently against mine.

   "I'll never forget that, Brinna," he whispered.  He gave me a clumsy but
heartfelt kiss.  "It was amazing."

   "You did good, Zach.  You lasted longer than I expected."

   "Not long enough," he answered.

   "Shhh," I ordered.  "You did fine."

   "It'd have been over faster if you hadn't stopped earlier," he admitted.
"And formulas helped more than prime numbers this time." He gave a brief
laugh.

   "Let me clean you up," I said, giving him a little kiss before I stood.

   After using a few wet wipes and some paper towels, we again cuddled on
the yoga mats, nestled like spoons.

   "I still wish I could do more for you," he said, stroking my stomach
with his hand.

   "Next week you start to learn how." I rested my hand lightly on his as
it moved.

   "I like talking dirty to you, Brinna," he admitted quietly.  "I know it
turns you on."

   "It does."

   "Did, um, did your ex do that?  Talk to you that way?"

   I laughed a little.

   "No.  No, he was really conservative in the bedroom.  I knew it when we
got married, but I kind of hoped things would get better over time.  Like
he might learn to loosen up.  I'm not even sure he enjoyed sex that much,
really, or maybe it was just sex with me."

   "He must have been crazy," Zach marveled.

   "I come from a long line of sexually repressed women, Zach.  And I
promised myself after I got married, and especially after I got divorced,
that I wasn't going to be that way.  I was going to enjoy every bit of sex,
and do what I wanted."

   "Good news for me," he said, and kissed and nibbled my neck.  "Does it
bother you if I ask about him?  Your ex?"

   "No.  That's all over and done anyway.  Moved on."

   "Why did you split up?"

   "A lot of different little things that started to add up to something
bigger.  We just weren't going to be compatible long term.  I wanted more
than he could offer me, and he didn't want to grow as a person.  He was
perfectly happy being in a little box, with all his uptight ways." I
sighed. "It just wasn't going to work out after all."

   "I probably shouldn't say it, but I'm glad.  If it had worked out, we
wouldn't have ever met.  And we sure never would have been together like
this." He slipped his hand up to cup my breast.  "Have you ever done
something like this before?"

   "Are you asking if I'm a slut?"

   "Brinna, no!" he said in shock.  "I didn't mean that." He raised himself
up and hovered over me.  "I'd never say that about you, or even think it. I
don't really know why I asked.  Well, I mean, I guess I wanted to know if I
was, well, the first?" he finished lamely.

   I rolled onto my back so I could look up at him.

   "If you're special?" I asked.  I saw something I couldn't identify cloud
his face.  "You are special, Zach.  I saw it the first day of class.  I
don't know what it is, but it's there." I reached up and stroked his cheek.
"You can be more, too.  You just need to learn that, and to stop thinking
you're somebody's mistake."

   "Now you sound like my grandpa," he said, and I laughed at the
comparison.  After a moment, his lips twitched with humor, he said, "Okay,
maybe that sounded wrong."

   "Because you seem to like him so much, I'll take it as flattery."

   "I meant it that way," he assured me, smiling at last.  "Do you really
like me, Brinna?  I mean, you know, as a friend?"

   "I do." I grinned at him suddenly.  "Now kiss my tits and show me the
other thing I really like about you." His eyebrows rose, questioning. 
"You're a fast learner, Zach.  Show me your skills."

   Still wearing a smile, he moved to comply.  I sighed in satisfaction as
he kissed and licked the exposed skin of my breast.  He teased me by
playing his tongue over the swell of the breast, around the areola,
refusing give any attention to my hard, straining nipple.  He did all this
while cupping the other breast, and kneading it lightly.

   "I'm starting to get hard again, Brinna," he whispered against my skin.

   "Then ask me."

   "Will you suck my cock now?  Will you get me hard with your mouth?"

   "Lie back," I demanded, already turned on by the teasing of his mouth,
inflamed further by his request.

   He settled on his back quickly, and I wasted no time moving between his
legs.  His cock was alive with small twitches and jerks, a subtle swelling
taking place.  I looked at him, head propped up on the pillow, watching me
down the length of his body, and smiled my want at him.

   I took him in my mouth as he was growing, taking him to the root, my
nose bumping gently against his pubic bone.  He gave a deep moan, feeling
his cock entirely encased by my warm mouth.

   As I had before, I held him like that, feeling his cock swelling on my
tongue, and easing myself slowly back as he continued to rise and grow.  It
wasn't long until I could no longer keep his entire shaft in my mouth, and
I lifted my mouth completely off him momentarily.

   I crawled back up his body until we were face to face as I hovered over
him.  His eyes were hot and he raked me with a long slow look from my face
to my breasts.

   "Look how excited you are," he breathed.  He reached up to tweak my hard
nipples between his thumb and forefinger.  I couldn't stop the soft moan
that escaped my lips.

   "I want you to cum for me again," I demanded.  "I want you to cum in my
mouth this time." I was rewarded by a catch in his breathing, his whole
body pausing, as he absorbed my words.  Smiling in satisfaction, I leaned
down to kiss him, and ran the tip of my tongue along his bottom lip
lightly.

   "Wait," he said, surprising me.  I sat up, and waited as he snagged his
backpack, putting it behind him and slapping the pillow over it.  With this
arrangement, he was able to prop his shoulders higher.  "I can see you
better like this."

   "Then watch, because I'm going to swallow the whole load for you," I
promised, as I slid my way back down his body.

   Zach didn't hold back, and gave a deep growl when I began teasing him
with my mouth again.  I alternated with flattening my tongue while running
it over the top of his cock, and using the tip to flick the slit, as precum
drooled from it, swirling it around the crown.

   I wet my lips excessively, then placed my softly closed lips at the tip
of his cock.  I glanced up at him, making eye contact.  As he watched, I
grasped his cock mid-shaft, forcing it between my lips, using it to pry my
mouth open, and sliding it into my waiting mouth.  His hands tightened into
fists at his sides as he watched me go down on him.

   I played with him further, working my mouth slowly over him, down, down,
as far as I could go, before I had to stop or gag.  I hummed softly,
knowing the vibrations would excite him even more, and I was not
disappointed.  I spent several minutes slowly increasing the pace of it
all, occasionally looking up to gauge his reaction.

   With him lying prone, I was able to use one hand to gently cup his
balls, and my additional touch caused him to make a small noise of
surprise. Inspired by that, I lifted my head from his cock, continuing to
stroke him with the other hand, and dipped my head to lick them lightly. 
He groaned heavily when I took one into my mouth and worked it over gently.

   "Damn," he whispered.  I switched my mouth to the other ball to give it
the same treatment.  "If you keep that up, I'll cum for sure," he warned
me. "I'm getting close, Brinna."

   Satisfied, I used my tongue to wet his swollen flesh, before taking his
cock between my lips again.  Knowing he was close, I began to work my hand
faster at the bottom half of his shaft, while I sucked and licked the top
half with vigor.

   "I'm gonna cum, Brinna," he panted.  "I'm gonna cum for you, like you
wanted.  Right down your throat." His hips jerked upward, not enough to
concern me, as I continued riding his cock with my mouth.  "Fuck!" he
grunted, and I felt his cock twitch.

   The first spurt of warm liquid hit the back of my throat, and I
swallowed convulsively, applying more suction as the second jet landed
across the back of my tongue.  I moaned in ecstasy, causing Zach to cry out
again, as his cock convulsed a third and fourth time.  I swallowed every
drop of him.

   A minute later, I lifted my mouth from his softening cock.  He was
looking at me, blissed out.  He reached for me, pulling me up towards him.
He kissed me, open-mouthed, sloppy, but with passion.  I felt one of hands
stroking my hair, the other stroking my back.

   "Brinna," he whispered after releasing the kiss.  "That was one of the
hottest things I've ever seen." He closed his eyes and released a deep
breath.  "Thank you.  I know that sounds stupid -"."

   "Stop," I demanded.  "Nothing we say in here together is stupid, so
stop." I kissed the tip of his nose.  "You're welcome."

   He reached up and shoved the backpack away, his head now resting only on
the pillow.  He pulled me down on top of him, and I nestled my head into
his shoulder and neck, while he held me tightly against him.

   "Next week," he promised, "I'm going to learn to make you cum." He
paused.  "And I'll find out if you're a real redhead, too." I could hear
the smile in his voice.  He kissed the top of my head and sighed in
satisfaction.

   "And will you be disappointed if I'm not?" I asked playfully, feeling
extremely satisfied with myself, while at the same time regretting the
unbanked fire I still felt deep inside my core.

   "Never.  But I'll know, and other guys will just have to keep guessing."

   Maybe it was the way he said it, but both of us started laughing.  It
didn't last long, but it felt good.  Sometimes laughter can get you almost
(almost!) as high as sex.

   We cuddled together another ten minutes, not talking, each of us lost in
our own thoughts.  Zach would stroke his fingers over my back, dancing
those long fingers up and down my spine delicately.  I was content to be
still and let him touch me, and he seemed content to do it without the need
to speak further.

   "I should get dressed," I said at last, regretfully.  "I still have work
to get done, and I need to do some stuff for my diversity class."

   "Why don't you work on that, and I'll do some of the scanning?" he
offered.

   "It's boring, you don't have to stay and do that."

   "I like computers, I don't mind.  It's not boring if I'm helping you. 
You would have it done already if you weren't busy, uh, helping me."

   After a bit more wheedling on his part, I agreed to let him stay and
help while I studied.  I wasn't sure if he would be able to resist
interrupting me as I did my homework for my other class, but he worked
quietly and quickly while I studied.

   "Next week, Red?" he asked jokingly as I was locking up the office.

   "Wouldn't miss it," I answered, and we headed down the dark hallway
toward the exit together.



   Lessons Learned Ch.  05: Study Buddy

   The doors to the classroom were locked when I arrived.  A small group of
students milled around each of the doors, talking in low voices.  Zach was
leaning against the wall, head down, as he read a novel.  Reggie and Tyler
stood a short distance away.

   As I approached, Reggie nudged Tyler, and they both watched me come to a
stop next to Zach.

   "Hey, geek, you know what chapter we're supposed to be studying this
week?" Reggie asked.  I didn't like the predatory gleam in his eyes.

   "Sexual Health and Dysfunction," Zach replied absently, then jerked his
head up to meet my eyes, as he realized I was standing beside him.  He
started to smile.

   "Maybe you can explain premature ejaculation to your research
partner." Reggie and Tyler snickered.  "What was that girl's name again? 
The one you screwed for, like, thirty seconds?"

   If I could have shot flames from my eyes, and melted the two of them on
the spot, I would have done it.  Zach's smile dropped and he flushed a deep
red.  Even though he had told me about the experience, I knew he was
feeling deeply embarrassed to be publicly reminded of something he
considered a failure.

   "Why don't you go screw yourself and leave him alone?" I asked angrily,
glaring at the two of them.

   "Ooooo, Zach, I made your mommy mad." Reggie raked me up and down with
his eyes, smirking.

   I was prevented from responding by the appearance of Dr.  B and the
custodian.  It seems the classroom doors had been locked and Dr.  B had
gone to search for someone with a key.

   I stayed, locked in a glaring contest with Reggie, until Zach nudged my
elbow and nodded toward the open classroom door.  Reggie mouthed the word
'bitch' at me before he turned to push his way through the door, ahead of
the others waiting to get inside.

   "Don't worry about it, Brinna," Zach whispered after we'd found our
seats.  I continued staring holes through the back of Reggie's skull as the
third member of their merry band of assholes, Lee, came through the door
and took his seat next to Tyler.

   To make things worse, the videos we had to watch consisted of a variety
of sexually transmitted diseases.  There were no concerns about getting hot
and bothered based on the content of these particular videos.  Zach looked
distinctly pale under the low lighting in the classroom.  I was a little
nauseous myself by the end.

   Dr.  B handed out a one page quiz for us based on the content of the
video.  Once done, I insisted Zach let me turn them in.  Normally, Zach
assumed the duty of taking our papers to Dr.  B at the front desk.  He had
told me Tyler and Reggie would stare at my ass whenever I went up to the
front desk, and he didn't like it.

   I smiled politely at Dr.  B as I handed him the papers, then turned to
make my way back to my desk.  The path back to my chair took me past
Reggie's seat.  He looked up from his paper as I approached, and I raised
my right eyebrow at him.  He rolled his eyes and looked back down.  Just
then, I tripped over something in the aisle, reaching out to break my fall.
My hand landed on Reggie's desk, knocking over his open can of soda.  The
sticky liquid cascaded out, flowed over his paper, and splashed primarily
into his lap.

   "Oh!" I said, apparently horrified that I had been so clumsy.  "I
am so sorry, Reggie.  My foot got caught on something." I gave him the
most innocent look I could muster.  "Are you all right?"

   "God dammit," he hissed, belatedly reaching to right the nearly empty
can.  "You are such a bitch."

   "Go get some paper towels from the restroom and clean that mess up,
Butler," Dr.  B demanded.  I sashayed back to my seat as Reggie stood to
comply.

   Zach was looking at me, wide-eyed and speechless.  He realized that I
had engineered the 'accident' at Reggie's desk.  I grinned at him, causing
Zach, causing him to duck his head to avoid anyone seeing his answering
smile.

   "Thursday we'll be covering the section on sexual dysfunction.  Now get
out of here and make sure you do the reading," Dr.  B warned, dismissing
the class.

   "Reggie looks like he could have been the victim of premature
ejaculation himself, with that big wet spot on his pants," I observed to
Zach, pitching my voice low.  Not so low that it wasn't heard by the three
guys sitting closest to us.  I could have sworn I saw Lee cover a smile.

   "That fucking bitch," I heard Reggie tell Tyler as Zach and I slipped
past them.

   "You didn't have to do that, Brinna," Zach told me, once we were outside
the classroom.

   "I didn't have to," I laughed.  "But it sure was fun.  Who knew
revenge could be as sweet as a Coke?" Then I shrugged.  "He really can't
prove it was anything except an accident.  And I did apologize, after all."

   "Oh yeah," Zach said sardonically, "that was some sincere apology."
Laughing, he opened the library door for me.

   "We have to go to the Reference Desk and check on some journals I
ordered for our paper and I think we both need some time to get the images
from Dr.  B's horror movies out of our heads."

   "It was smart, what you did.  I mean, when you had us both go to Student
Health and get checked." He cleared his throat.  "I mean, I know I wasn't,
you know, active, but it was a good idea.  You know?" He caught my look. 
"Not that you needed to be checked, or um, ah hell," he said in
frustration, "I'm not saying this right."

   "It's okay, Zach.  I get it." He gave me a relieved smile.

   I sent Zach to the Reference Desk to retrieve my journal order, while I
headed for the nearby copy machine.  I suggested he introduce himself to
Jen, the girl at the counter.

   Jen worked the Reference Desk a few hours a week.  I knew Jen from work
study staff meetings, and I had used her help before when doing research
for papers before.  She was a cute girl; I knew she had recently broken up
with a boyfriend and had been lamenting the lack of 'decent men' in her
life.

   I leaned against the copy machine and watched Zach approach the desk.  I
could tell by his hesitant step he was feeling uncertain.  He knew I was
watching him closely, although a casual observer would not notice my
interest.

   He spoke to Jen, at one point indicating me over by the copy machine.  I
waved when her head turned to find me, and she nodded back.  She responded
to Zach, then disappeared into the stacks to retrieve my order.

   He brought the small pile of journals to me at the copier, looking for
all the world like he'd love to be anywhere else right now.

   "You could have told me you ordered a bunch of journals about sex
studies," he accused.  I simply grinned at him.

   "I told you they were for our paper."

   "Yeah, well." He cleared his throat.  "What now?"

   "Let's make copies of the cover and articles, then we can return the
journals."

   I made Zach go back to the desk a second time, to ask Jen for a stapler,
then a third time to return to the journals.  As we made our way down to
the basement, I told him I thought he should ask Jen out.

   "What?" he asked incredulously.

   "She's a pretty nice girl.  She's cute.  You just need to make some
small talk, then ask her out.  You know, it doesn't even matter what her
answer is, it'd be good practice for you."

   "But -"I don't know her at all.  Why would she want to go out with me?"
he considered.  "I don't even have a car, where would I even take a date?"

   "Zach, it's a college campus.  There are activities on campus all the
time.  Sports, movies, bowling nights, festivals, workshops, speakers, all
kinds of things." I nudged his arm.  "And you can get to know her on the
date." I gave a contented sigh.  "Yup, that's your new homework.  You need
to start asking girls out.  Check the calendar in the Student Activity
Center, see what's happening on campus, and start asking some girls if
they'd like to go with you to something.  You don't have to ask Jen if you
don't think you'd like taking her out.  But you should be asking at least
two or three girls a week."

   "Couldn't you just stick to finding ways to torture Reggie, and not me?"
He gave me a half-smile, sounding hopeful.

   "Confidence is sexy, Zach, remember?" I shut the door to the office,
flipping the lock and turning to him.  "I want you to feel confident
anywhere you go.  Walk into a room like you know exactly who you are, what
you want, and where you're going.  Don't be afraid of rejection, because
there's always someone else out there who will see your confidence and
respond to it.  Get immune to rejection; it can happen to anyone.  Some
people let it diminish them, and some people shrug it off as just one of
those things you can't control, so you shouldn't worry about it.  Stop
looking at your flaws because you're missing all the good stuff about
yourself." I paused to catch my breath.  "Lecture over."

   Zach looked thoughtful as he set his backpack down by the door.

   "I can't ask a girl out this week.  My best friend is coming to visit
this weekend, so I'll be busy." I gave him a skeptical look.  "Really,
Brinna!  You can meet him Friday if you want." He grinned, pleased to have
found a way out of his assignment for this week.

   I playfully rolled my eyes as I dug the copied articles out of my
backpack.

   "So, tell me about this best friend," I said, setting the papers on the
desk and sitting down behind it.  I patted the chair next to me and Zach
sat down, turning toward me.

   I learned his best friend's name was Matthew.  They'd gone to school
together since Zach, as a twelve year old kid, moved into Matthew's
freshman English class.  He and Zach took turns visiting each other at
their different colleges; this semester was Matthew's turn to visit.  It
was easy to see that Zach looked forward to seeing his friend.  By his own
account, Zach was so shy that it had been difficult for him to make many
friends at this campus.

   "So when is your grandpa coming to visit?"

   "A week or two after midterms." He smiled happily, excitement shining on
his face.  There was something infectious about it and I found myself
smiling back.  "You're really pretty when you smile like that, Brinna."
Almost as soon as the words were out of his mouth, his eyes widened
slightly and he appeared anxious.

   "Thank you, Zach," I said neutrally, trying to help him past his sudden
discomfort.  He turned his attention to the papers on the desk, cheeks
slightly flushed.  Impulsively, I brushed back a lock of hair that had
fallen across his brow.  He let out an almost imperceptible sigh as I
touched him.  "Want to look through these articles and see if there's
anything we can use for our paper?"

   "Sure," he said, sounding relieved to have a distraction.

   We worked together in a comfortable silence, underlining information we
thought might be usable for our research paper, making notes.  As in the
past, I admired the intensity that Zach brought to the work.  Oddly, I was
having difficulty concentrating on reading with his quiet presence at my
side.

   I pushed through the remainder of the last article, then shuffled it to
the side of the desk.  Shortly after, Zach also finished his work, too.

   "What did you think?"

   "I think the research on partners discussing, their, uh, sexual
fantasies is, um, really interesting," he said hesitantly.

   "So do I," I answered, standing up and stretching my arms up over my
head to work the kinks out of my back.  I dropped a hand onto Zach's
shoulder, causing him to turn his head toward me.  "Do you have a fantasy
you'd like to tell me about, Zach?" I asked in a low voice.  He swallowed
convulsively.

   "I had a dream about you this weekend.  Us, I mean.  I don't know if I,
uh, can tell you about it.  It was, it's, uh.  It was intense."

   "Now I have to hear it," I said teasingly.  "You can't say something
like that and then not tell me." I rubbed his shoulder gently.  "Push
your chair back from the desk a bit." He complied, glancing up at me.  I
gave him a smile before I threw one leg over him, straddling his legs as I
sat down on his lap.  We were now face to face, separated by several
inches. I felt Zach's hands come up and settle on my hips.  "Is this all
right?" I asked, cupping his face in my hands.

   "Yeah," he breathed.

   "Tell me about your dream and I'll tell you what I did this weekend," I
cajoled.

   "D-do you want me to go down the hall first?"

   "To jerk off?" He nodded.  "No.  If you take your dick out to stroke it
today, I want you to do it for me." Zach took a sharp breath and his
fingers tightened on my hips briefly.  "Touch me if you want to, Zach." I
leaned forward and gave him a little kiss.  "Anywhere.  I want you to," I
said softly against his mouth before nibbling lightly on his bottom lip.

   Zach ran a palm slowly up my spine, his fingers stopping to explore my
bra strap.

   "Anywhere I want?" he inquired.

   "Mmm-hmm." I murmured, kissing the corner of his mouth.  I dropped a
hand back to rest on the back of his neck, rubbing gently as I kissed along
his jawline.  "Tell me about your dream.  Your dream about us."

   Zach's hands trailed along the seam of my bra, coming around front to
cup my breasts through the layers of fabric.  He dropped his hands and
began to unbutton my blouse from the bottom up.  He worked carefully,
pausing to exhale shakily when I took his earlobe between my teeth and
nibbled it lightly.  I paused myself when the backs of his fingers
deliberately brushed over the flesh of my breasts not covered by the bra.
Zach snapped the clasp open and quickly pushed my blouse and bra off my
shoulders.  I shook my arms free and he tossed my clothing onto the desk
behind me.

   Zach covered my breasts with his hands, massaging gently.  I pressed
myself against his palms, kissing and nipping at his neck.

   "I dreamed we were in class," Zach began hesitantly.  "It was just a
regular class day.  Dr.  B was lecturing.  Then he said we didn't have any
videos to watch because we were going to see a live demonstration." His
fingers began working on my hard nipples.  I felt the flare of heat between
my legs.

   "Go on," I urged, prompting him to both keep talking and keep touching
me.

   "Dr.  B looked at us, then told us to come up front so we could
demonstrate." Zach gulped.  I dug my fingers into his hair as he dropped a
hand down to stroke my inner thigh.

   "Demonstrate what?" I placed a hand over the top of the one he was using
on my breast.

   "How to fuck." His hand slid to the juncture of my thighs.  "Anywhere?"
he asked again.

   "Are you teasing me?" I asked with sudden insight, intrigued.

   "A little?" He sounded uncertain, causing me to smile against his neck.

   "Anywhere." A wordless murmur escaped me when he pressed his hand
between my legs.

   "Are you, um, aroused?" He slid his hand back and forth in short
strokes.

   "I'm wet," I whispered to him, smiling wider as his hand pressed harder.
"Tell me the rest."

   "He made us come up to the front of the class.  Only, when we got there,
we were naked and-and they were all looking at us."

   "How did that feel?  Being naked with me in front of the class?" I
wished my layers of clothing weren't separating me from his touch.

   "I-I was embarrassed.  But I was also rock hard." I felt his lips suck
gently at the flesh where my shoulder and neck met.  "They were all so
quiet, just staring.  I didn't know what to do.  And then you, um, you bent
over the desk." His hands moved on me restlessly, grasping, losing the
smooth movements he had been using.

   "Then what?" I asked breathlessly, an image having formed in my head at
his words.  I found his mouth and opened his lips carefully with my tongue.
He gave a soft moan, his hands tightening on me.  I lifted my mouth from
his.  "You know Dr.  B's desk is really similar to this one." I paused to
let that idea take root in his mind.  "Tell me what happened next."

   "You looked at me over your shoulder," Zach answered, and I saw his lips
quirk into a smile.  "You said, 'Come on, Zach, it's for a grade.'"

   I laughed, my body warming from head to toe.  Zach chuckled, setting his
forehead against my shoulder.  The laughter did nothing to diminish how
turned on I was by his recollection.  If anything, it increased it.

   "What did you do?" I prompted, snaking a hand down to feel the hard
bulge between his legs.  The back of my hand brushed the back of his, the
one he was using to rub my pussy.

   "I fucked you," he said with heat.  I caught my breath.  I needed the
rest of my clothing off.  I needed Zach's hands on my bare flesh.  "I
fucked you from behind while everyone watched."

   "Oh, Zach," I moaned softly.

   "I woke up with my cock in my hand, stroking hard," he whispered.  "I
came, wishing I was inside you." He turned his head, burying his face in my
neck.  "I want to see your pussy, Brinna.  Show me.  Please show me.  I'm
so hard for you right now.  I just want see and touch all of you."

   I disengaged from him and stood, reaching for the button of my slacks.
Zach gently pushed my hands away.

   "Let me." He reached for the fastening with hands that shook slightly.
He fumbled a bit with the button, then pulled the zipper down.  I slipped
my shoes off, and kicked them out of the way, as he tugged the slacks down
over my hips and let them puddle at my feet.  His eyes locked on the lacy
black panties covering my dripping pussy and licked his lips.  His eyes
rose and found mine.

   "Go on, Zach.  Time to find out." I smiled warmly at him.  He took a
deep breath and hooked his fingers into the waistband, pulling the
lightweight material down over my thighs.  He released his grip as he
reached my knees, letting my panties fall to join my slacks on the floor.

   "Real," he muttered, his fingertips coming to rest at the top of the
triangle of red, tight curls between my legs.  He let his fingers trail
lightly through the curls as they sought out his ultimate destination.

   His fingers brushed lightly over my outer lips and I shifted, spreading
my legs a little wider to give him better access.

   "Zach?"

   He tore his eyes away from my snatch and looked up at me.

   "Would you like me to lay on the desk so you can get a better look?" He
nodded.  "And Zach?  I need you to keep your clothes on.  I'm incredibly
turned on and I might go further than we should right now."

   "Maybe you should go down the hall and get yourself off," he said
finally, giving me a smile.

   "Maybe," I said with a light laugh.  "Let me clear the desk."

   I turned to move the papers, my blouse, and bra from the desk top. 
Zach's hands found my bare ass and stroked it.  I put my hands flat on the
desk and pressed back into his palms.  My nipples were rock hard, my pussy
felt drenched, and I wanted to beg him to put his cock inside me.  I
settled for letting him knead my ass cheeks with firm fingers, as I tossed
everything across the desk into the chair on the other side.

   I moved away from Zach's questing fingers, to the end of the desk.  I
hopped up onto the edge and slid back just a bit.  The movements made me
aware of the slickness between my legs.  I leaned back, lowering myself
carefully onto the hard surface.  Zach moved away, puzzling me, until I saw
he had gone to get the pillow from atop the yoga mats.  He placed it behind
my head, then stood beside the desk, trailing his fingers lightly over my
skin.  I looked at the cock bulging in his pants and licked my lips.  In
response, he tweaked my nipples, then leaned over to take the one closest
to him into his mouth.  I moaned as he used his tongue to toy with the hard
nub, while his fingers continued to explore across my belly.  When they
reached my mound, they hesitated.  He straightened and looked into my eyes.

   "Can I look at you, Brinna?  I really want to see you." He swallowed
hard.  "And touch you."

   "Get your chair," I told him, placing my ass near the edge of the desk
and spreading my legs wider.  I bent my knees and put my feet on the top
edge of the desk.  "Oh god, I feel like I'm at the gynecologist," I said
with a small laugh.

   "I hope this isn't like that," Zach said sincerely, then gave a
responding chuckle.

   I closed my eyes as Zach rubbed his hands along my inner thighs, slowly,
kneading in soft circles, almost as if he were handling my breasts again. I
sighed contentedly when I felt him brush his palm across the top of my
triangle of curly red hair.

   "I can see how wet you are," he said softly, as I felt the first brush
of his fingers on my outer lips.  "Should I, I mean, I don't really know
what to do.  I don't want to hurt you." He sighed heavily.  "I'm so fucking
hard, Brinna."

   "Try this," I answered in a husky voice.  I ran my hand over my stomach
and stopped with my palm resting on my mound.  I extended a finger, and
lightly traced over my outer lips.  I heard Zach shift in the chair.  I
felt him lean forward, his breath touching my inner thigh.  I dipped my
finger into the hot liquid oozing from my depths, then smeared it around my
swollen lips.  Using my fingers, I spread my pussy wide for his view.

   "Oh, god," he muttered.

   "Go on," I urged, deeply aroused despite the nature of my position on
the desk.

   I twitched slightly when his finger first touched me.  He began
repeating my movements, from scooping up some of my juices to smearing it
around my hot sex.  My breathing became heavier when Zach hesitated at the
entrance of my pussy.

   "It's like a rose," he said finally.  "Like petals on a rose."

   "Zach, that's strangely romantic," I responded.  "And very sweet." I
shifted restlessly, my body craving more.  "Put your finger inside of me,"
I urged.  Without further prompting, he slowly pushed his finger forward,
slipping easily inside of my wet hole.  I moaned, unexpectedly loud,
causing Zach to freeze.

   "Am I hurting you?" he asked anxiously.

   "God, no.  It feels good.  This is so...I don't know.  I've never done
anything like this, it's so..." I trailed off, not even sure of the words I
needed.

   "It's hot, Brinna.  So fucking hot.  I'm still not sure I'm not having
the best dream ever." He resumed slowly moving his finger in and out of my
pussy.  "Will you show me what you like?  I want to know what you like."

   "All right." I gently pushed his hand away, scooting myself back on the
desk, moving into a more comfortable position.  What I really wanted was to
bury my fingers in my sopping hole and get off.  "Stand up and move in
closer," I said, "then let me have your hand."

   Guiding him with my hand spread over the top of his own, I pressed both
our index fingers into my slick hole.  He made an ecstatic little sound,
and I worked our fingers around gently inside me.

   His finger began to move a little faster and more firmly inside of me,
so I removed my own hand.  He didn't really know what he was doing yet,
moving his finger with no specific rhythm.  He was nowhere near my clit,
but it still felt good.

   "Two fingers now, Zach.  Not too fast.  Feel your way around."

   He explored while I lay under his hand.  He seemed to finally catch a
rhythm, working two fingers inside of me until I was on edge. 
Unconsciously, my hips found the rhythm of his hand and I began to move
slowly against his fingers.

   "Fuck," he moaned.  "My cock is going to explode in my pants, Brinna.  I
need to cum soon.  I'm sorry."

   "Shut up, Zach," I said kindly.  "I don't want apologies.  I need to cum
too, and I'm the one trying to teach you self-control."

   "I want to see you cum.  Please?" he asked eagerly.

   I was breathing hard now, excited beyond measure at the research partner
I had found for myself.  He was so much more than I had originally hoped
for: eager, willing, and intrigued by it all.  Inside our little room, he
was slowly growing beyond his shyness.

   I gently pushed his hand aside and two of my fingers dove in to replace
his.  With my thumb, I rubbed my clit, as I stroked fingers in and out of
my drenched slit.

   "Zach," I breathed, "you get me so wet, I never expected it to be like
this." With my free hand, I toyed with one breast, pinching and pulling my
nipple, teasing myself.  "Oh god," I whimpered, my hand moving faster as my
hips flexed just enough to push against my fingers.  "Look what you do to
me."

   "Brinna, I'm sorry, I need to -"I need to jack off.  I might cum
first," he warned.

   "It's okay," I moaned, aware he was taking his cock out of his pants
while he watched me get myself off.  "Do it.  Do it, Zach.  Stroke your
cock for me."

   His hip pressed against my leg, and his free hand dropped to my inner
thigh, though he didn't crowd me as I continued to work my pussy with my
hand.  I could feel the strokes he made through his connection with me.  It
took me to a new height of arousal to know he was pumping his cock in his
fist, so very close to me.

   "Brinna," he moaned, stroking himself hard and fast, "fuck, here it
comes." I heard Zach cry out softly as something warm and wet hit the back
of the hand.  Oh god, he'd come on the hand I was using to get off!

   Then it was my turn to moan as his second spurt hit my hand and wrist,
and, with that, I came hard.  The moan became a harsh shout as I envisioned
the erotic scene we had created.  My pussy spasmed relentlessly against my
rocking fingers.  I lost track of Zach as I rode the high on my orgasm.

   Finally my hand slowed, then stopped.  I opened my eyes to look for
Zach. He stood in the same spot, dick in hand, watching me.

   "That was amazing," he gushed.  Then he blushed and became shy with me
again.  "I'll go get you something to clean up.  Sorry."

   "Stop," I said, freezing him in his tracks.  I carefully removed my
drenched hand and sat up.  His hand had never left my thigh.  He slid it up
my leg and touched my damp curls with the tips of two fingers.  "Go on," I
said, "but gently.  I'm still sensitive." I grabbed his wrist, ready to
restrain him if he became too eager too fast.

   His fingers slowly invaded my depths.  I closed my eyes briefly, small
electric currents of pleasure throbbing inside of me, connecting my pussy
and nipples together on one circuit.

   "You could cum again, couldn't you, Brinna?  I mean, if I knew how to
make you, you wouldn't have to wait like a man, you could cum for me now."

   "Yes," I said with a low throaty growl.

   "Would you?  Make yourself cum again for me?"

   "You do it," I said, opening my eyes.  "Give me your hand again."

   Zach removed his fingers from my drenched pussy.  Instead of giving me
his hand immediately, he brought the fingers to his nose and inhaled deeply
while he watched me.

   "You smell good, Brinna.  How do you taste?" He didn't wait for an
answer.  He sucked his fingers into his mouth, then pulled them out slowly.
"God, Brinna.  You're fucking delicious."

   My pussy throbbed in response to his words.  I moved to reinsert my
fingers inside my waiting pussy, but Zach shook his head.

   He hastily tucked his half limp prick in his pants and zipped up.

   "Let me clean you up a little.  Do you want to use the mats?  It might
be more comfortable." He dug the wipes and paper towels out of the desk
drawer and cleaned his cum from my body and the desk.  "I'm sorry I
couldn't hold back and wait for you," he said softly.  "I got overexcited
watching you.  Come on." He helped me off the desk, spread the yoga mats
and retrieved the pillow.  I lay back and let him fuss over me.

   Once I was settled, he hovered over me on his hands and knees.  I
continued to watch him quietly, enjoying his solicitous attitude.  He
leaned down and pressed a kiss to my lips.

   "I need you to teach me how to kiss you.  I'm no good at it, I know. 
You can show me how.  And I want to learn what you like, so I can get you
as hot as you get me." His eagerness was sweet and heart wrenching at the
same time.  It did more to me than I liked to admit.  "You'll show me,
won't you?"

   "Yes."

   "Can I still touch you anywhere?"

   "Yes."

   He smiled suddenly, sliding down my body until his mouth was near my
aching pussy.  He glanced at me, anxiously seeking permission.

   "Go on," I whispered and watched as he bent his head to run his tongue
over my slit.  "Oh god, Zach," I moaned.  He was inexperienced, yes, but
made up for that with his obvious desire to please me.

   "Delicious," he muttered.  I felt his tongue probing delicately between
my sopping lips.  His mouth pressed against my opening and I set one hand
lightly on his head to encourage him.  He moaned against me, sending small
vibrations into my flesh.

   I placed my feet flat on the mat, knees bent and open wide to allow him
full access to me.  He licked me, inadvertently running the tip of his
tongue over my clit, causing me to groan and writhe beneath him.  I fought
the urge to grind myself against his mouth.  Being a fast learner, he
repeated the motion of his tongue and found my sweet spot again.

   "Is that your clit, Brinna?  Should I keep going?" He shifted slightly,
reaching down to adjust himself.  "I'm hard again, but I'll do better this
time, okay?" He smiled bashfully.  "Tell me what you did this weekend."

   "Zach!" I protested.

   "Please?" He slipped a finger inside of me.  "I'll do anything you want.
I'll ask that girl out, if that's what you really want.  You said you'd
tell me what you did if I told you about my dream." He added a second
finger.  "I told you, now you tell me."

   Appreciating his turnabout of my teasing earlier, I exhaled heavily,
pushing my frustration away.  Smiling at him, I reached up and began to toy
with my nipples while he watched me, eyes hot with desire.

   "I never dreamed I'd be between your thighs, watching you play with your
tits and tasting your beautiful pussy," he said.  "It's better than any
fantasy I ever had.  Now tell me."

   "I used the vibrator you bought for me, Zach," I said in a sultry voice.
"I thought about having your cock in my mouth and how you came down my
throat.  I fucked myself with it, just like you wanted.  I came so hard
remembering being with you last week.  I called out your name when I came.
And I came more than once.  I got off at least four times this weekend,
just thinking about you and your big cock."

   I pulled at my nipples while Zach rocked his fingers in and out of me.

   "I want to suck your cock again, Zach, but first I need to cum.  I'm
going to play with my clit now.  Watch closely because, next time, you're
going to be the one who gets me off."

   I used two fingertips to rub and grind my clit, while Zach continued to
work inside me with his fingers.  The closer I got to my second orgasm, the
more noise I began to make.  I was full of small sighs, soft moans, and
wordless murmurs as I rubbed my fingers in a tight circle on my clit.  I
fucked Zach's fingers with abandon when I felt myself on the verge of
orgasm.

   "Ooooohhhh, I'm cumming, Zach," I ground out.  "I'm cumming." My hips
bucked and I felt my pussy spasm on his fingers, drenching them in my
juices.

   "Fuck that's hot," he said.  I grabbed his wrist to stop his hand
moving, as the throbbing inside of me slowed and I fought to catch my
breath.  His free hand stroked up and down my thighs.

   I sat up, and Zach leaned in to kiss me, as he slipped his hand from my
damp folds.

   "I can taste myself on your lips," I whispered to him.  "You did great,
baby." I kissed him again.  "Now trade me places with me and let me taste
you again."

   Zach's cock stood out proudly, as I knelt between his legs.  Taking his
cockhead in my mouth and teasing it with my tongue, while applying steady
suction, I had him ready to come within minutes.  He cried out sharply as
he began to spurt into my mouth.  I swallowed rapidly, taking everything I
could from him as I squeezed his shaft, gently milking every drop from his
spent cock.

   "I'm going to make you cum next time," he promised me.  I smiled at his
assurance.  "Do you have any idea how hard it is to sit next to you in
class, watching sex videos, and not being able to touch you?"

   "I think I can relate to how that feels," I laughed.  He gathered my
clothes and insisted on helping me dress.  "It's so sexy to sit next to you
and know that, not long after class, we'll be together in here." I
straightened my blouse with a short tug.

   "Will you kiss me before I go?" he asked hopefully.

   I smiled softly and threw my arms around his neck, pressing myself
against him.

   "Is this what you want?" I asked, and slanted my mouth over his.  I kept
it simple, showing him with my actions what I liked.  His arms came around
my waist, holding me tight against him, as he slowly began to respond to my
lead.

   "Yeah, that," he answered breathlessly when I drew back.  "Brinna? 
Thanks for today," he said shyly.

   I almost rejected his thanks as unnecessary, but his sincerity stopped
me.  Instead, I gave him a quick peck on the cheek and stepped back.

   "Try not to smirk at Reggie and Tyler when they talk about my hair color
next time," I teased with a smile as he was leaving.  Zach gave me an
answering grin over his shoulder.  He walked out the door with a slight
bounce in his step.  I wondered if he was aware of it.

   "See you Thursday," he said happily, before adding, "Red."



   Lessons Learned Ch.  06: Study Skills

   Zach was already seated and watching for me as I entered the classroom.
He smiled as I slid into the desk next to his.  Casually, I moved my chair
a bit closer before returning the smile.

   "You look excessively cheerful today," I teased.  "Are you up to
something I should know about?"

   He was saved from replying by the entrance of Dr.  B, who quickly shut
the doors and began his lecture.  Once he'd started the video and lowered
most of the lights, I moved my desk even closer to Zach.

   "Brinna?" he whispered, raising an inquiring eyebrow.

   "Shhh."

   The video we were watching on sexual dysfunction was an improvement over
what we'd seen in the last class, but still contained much drier material
than our usual fare.  The class was rather bare; several people seemed to
be absent, including the trio of Reggie, Lee, and Tyler.  I leaned forward,
propping my left elbow on the desk and resting my chin in my hand, feigning
interest in the film.  Casually, I dropped my right hand over the side of
my chair and laid it on the inside of Zach's thigh.  He jerked in surprise,
knocking his notebook to the floor.  I retreated as he retrieved it.

   Once he was settled, I repeated the maneuver.  He didn't react as
strongly this time, though I could feel the muscle of his leg tensing
beneath my hand.

   "Brinna?" he whispered again.

   "Watch the video, Zach.  Unless you object?" I asked in a low voice.

   "No," he breathed.  "No objections."

   We sat in silence, eyes on the screen.  I let my fingers draw tight
little circles on the inside of his thigh, keeping my motions small so as
not to attract any attention.  Playing in class was not something we had
really discussed, having kept up the appearance that our only real
connection was being partners on our class research paper.  An unexpectedly
playful feeling had come over me when he had smiled at me earlier, and this
was the result.

   My fingers stilled after a few minutes, resting against Zach's thigh.  I
gave his leg a light squeeze, mildly surprised when his hand settled over
my own.  My surprise increased when he shifted my hand, bringing it to rest
between his legs, directly on his twitching cock.  I repressed a pleased
smile.

   We didn't dare look at each other, to avoid drawing any attention to our
back row game.

   Zach shifted in his chair as I continued to carefully rub his growing
prick through the fabric of his pants.  He managed to spread his legs a
fraction wider, allowing me better access.  His breathing was deliberately
slow and deep.  I was certain I heard a small, strangled sound emerge from
his lips when I stopped rubbing and squeezed him lightly through his layers
of clothing.

   Dr.  B rose abruptly from his desk, startling us both.  I carefully
withdrew my hand from Zach as Dr.  B inserted the second film into the
player and pressed play.  With that slight break, I stepped out of the
class, diverting to the nearby women's room.

   Returning a short time later, I slipped back into my desk quietly.  I
looked around carefully; no one was paying us the slightest attention.  Dr.
B was using a small light to read a book while the rest of us sat in the
near dark, watching a second film on types of sexual dysfunction and
treatments.  I turned and pressed my lips lightly against Zach's ear.

   "I'm getting wet, Zach.  I wish you could touch me right now and feel it
for yourself."

   He drew a sharp breath, nervously licking his lips.

   "Keep these for me," I whispered, transferring the panties I'd removed
in the restroom from my pocket into his hand.  "I'll want them back later."
I licked his earlobe and withdrew, facing forward, eyes focused on the
screen again.  I considered continuing to toy with him as long as the
lights were dim.  In the end, I decided I should stop, as I'd already
gotten both of us worked up enough.

   It didn't stop me from occasionally brushing the inside of his thigh
with my hand through the rest of the class period.  Zach made no attempts
to take my hand again.

   "I'll meet you there," he whispered to me as we prepared to leave class.
I nodded, and left the room while Zach was still gathering his things.

   I passed time working on my repetitious scanning task, distracting
myself from thinking about Zach or about the effects of teasing him during
class.  I would need to get myself well under control if we were going to
continue the explorations we had begun in our last meeting.

   Zach knocked twice, then let himself in before I could cross to the
door. He hastily locked the door behind him, kicking off his shoes and
shedding his backpack.  He'd changed into his sweats and t-shirt.  His
casual clothes belied the eager expression on his face.

   "Hi, Brinna," he said quietly, fidgeting and shifting from foot to foot
nervously.  With a half-smile, he pulled my panties from his pocket and
held the blue silken material out to me.  "You wanted these back, I think?"

   I reached for them but, drawing his hand closer to his body, he pulled
them just slightly out of my reach.  I raised a quizzical eyebrow, stepping
closer.  It seemed Zach had his own game he wanted to play this afternoon.
I repressed a smile, intrigued to see how much teasing Zach would do.

   "Maybe I'll keep these for later." He put his hand behind his back.  I
took another step, our bodies separated by a fraction of an inch.  He
wrapped one arm loosely around my waist, hand coming to rest against my
ass. He pulled me against him, his mouth next to my ear.  "You liked
teasing me in class today, didn't you, Brinna?  And giving me your wet
panties?" Zach whispered, his breath against my ear causing the skin of my
scalp to tighten and tingle, sending goosebumps down my neck.

   "Yes.  And you liked it, too." I grabbed him by the hips, pulling them
firmly against my own.

   "I'm not hard again.  Yet.  I stopped down the hall first.  Your scent
on these is what made me cum." He licked my earlobe.  "I was starting to
worry you'd take my cock out and start stroking it in class.  I worried
because I don't think I would have stopped you if you had."

   The tingling sensation spread to my nipples, which began to harden in
response to the words he spoke.  He was learning.  I grabbed the edge of
his shirt, ready to pull it off of him.

   "No," he said gently, so I let my hands fall back to his hips.  "You
said you'd teach me to kiss.  I want that first.  Then you can have these
back if you want them." He paused, before adding, "Please."

   "Sit down, Zach," I said, smiling.  I was pleased with his assertiveness
in stating what he wanted, and the sweetly added 'please' at the end.

   He sat in the same spot he'd taken Tuesday.  I straddled his lap again,
just as I had done then.

   I looked him in the eyes, ran one hand over his chest and settled it on
his heart.  His heartbeat increased, even as his hands hung by his sides,
and he sat almost rigidly in the chair.  "Are you getting shy on me again,
Zach?"

   He set one arm loosely around my waist and laid his hand on the small of
my back before he ran it lower, letting it rest on the curve of my ass.

   "You said you'd teach me to kiss," he reminded me, only the slightest
hint of hesitation in his voice.

   "All right." I smiled at him.  I leaned back a bit, and he lifted his
other arm to help support my back.  "Just remember, everything you're
learning is just the way I prefer to do it." His eyes widened a bit and I
chuckled.  "You're a fast learner, Zach.  It won't take you much time to
adapt to whoever you're with.  You'll figure out what they like." I kissed
his lips lightly.  "Just pay attention to how they react, and you'll know
if they like it.  Listen to their breathing.  Feel how their body responds.
Listen for their sounds.  Do they lean into you?  Do they touch you?" I
kissed his lips again and pulled back, my hand still resting over his
heart. "Does their heart race?" I smiled slyly.  "Your heart is."

   "It does that a lot around you," he admitted.  His fingers moved
restlessly against me where his hands rested.  He was beginning to relax,
slowly.

   "Are you ready to start?" He nodded, and I felt him tensing up again. 
"The first thing is, you need to relax." I cupped his chin in my hand. 
"Relax your mouth."

   I waited patiently while Zach mastered himself enough to let his mouth
loosen up.  I studied his full, pink lips as I waited.  We never spent much
time kissing.  Most of it was instigated by me when we did.  I realized now
he must have not felt certain enough

   "I want you to just sit relaxed like this, while I kiss you.  Just feel
how I'm using my mouth on you.  Then you'll try it on me, okay?" He nodded
again, eagerness returning to his expression.  I grinned briefly.  God, he
really was so sweet and endearing.  "First, we'll just start casual.  Let's
say you want to give a kiss to greet someone on friendly terms.  Not
someone you've been dating, nothing sexual."

   "Okay.  Is it the way you would kiss me if we met in public?  As
friends?"

   "Yeah, sure." I smiled cheerfully.  "Hey Zach, how are you?" I leaned in
to give him a quick buss on the cheek.  "See, friendly.  The kind of kiss
you'd give your own relative.  You don't really need me to show you that,
but it's just a place to start." It never hurt to start from scratch
anyway.

   "Would you ever kiss me like that in public, Brinna?"

   "Do I need to start greeting you with a kiss on the cheek?" I teased.

   "If we weren't in class.  If we just met walking across campus someday.
Like next semester, even."

   "I won't be here next semester," I reminded him.  "Ready to move to the
next step?"

   "Sure, Brinna." He went still again.

   "So let's say you're picking up a date, or dropping off a date.  You
feel a little past the friendly cheek kiss, but aren't close enough for too
much more.  You might say something like you're looking forward to tonight,
or you had a nice time out with them." I leaned in and gave him a light
kiss on the lips.  "You can let it last a little longer." I gave him a kiss
that lingered a few seconds longer than the one before.

   "Did anyone ever give you kissing lessons?" he asked curiously, always
the scholar.

   "No.  I just know what I like.  I learned over time."

   "Do you like to be kissed?  If a guy knows how to do it the way you
like?"

   "Yes, Zach, I like it.  A lot." I looked at him through half-lidded
eyes, starting to become surprisingly aroused by his questions, feeling
myself growing warmer.  "That leads us to the next kind of kissing, the
kind that leads up to the making out kissing.  Relax your mouth for me." I
took his face in my hands and tilted my head just a bit.  I pressed my lips
softly against his, kissing my way to the corner of his mouth, then across
to the other corner.  I hardened my kisses, moving my lips more insistently
against his mouth.  Zach's arm tightened around my waist.  I trailed my
kisses across his jawline, tilting his head so I could continue down his
neck.  Carefully, I nibbled at his neck until he drew in a noisy breath.

   His hand came to rest on the back of my neck as I took his earlobe
between my lips.

   "I-is it normal to get, uh, aroused, just from being kissed?" he asked
in a tight voice.  I smiled against his skin.

   "What's normal, anyway?" I asked softly, before finding his lips again.
His hand tightened on my neck as I played my lips across his once more.  I
lifted my mouth from his and regarded him.  The look on his face had
changed; there was hunger in it.  "Kiss me, Zach.  Show me what you
learned." I dropped my hands to his shoulders.

   He took my face in his hands, as I had done him, and cautiously pressed
his lips against mine.  I took a moment to enjoy the warm softness of them
before I returned his kiss.  I let him take the lead, and his hesitancy
slowly fell away as he repeated my actions.  I encouraged him with soft
murmurs as he sucked gently at my neck.  He had already improved over the
clumsy kisses he had given me in our past meetings.

   "I'm getting hard, Brinna," he whispered in my ear.  "You always get me
so hard." He dropped his hand back to my ass, pressing me forward as he
shifted his hips to press his stiff cock against me.  "Show me what's
next."

   "Open your mouth," I prompted, feeling my nipples tingling again, as the
heat continued to build between my legs.  "And Zach?  I'll try not to
slobber all over you," I said playfully, needing to lighten the intensity
for a moment.

   I kissed him, openmouthed.  I didn't use my tongue.  Instead, I showed
him how to use his lips to give a deep kiss without it.  I didn't have to
show him for long; he began to respond with cautious enthusiasm.  I ran my
hand up under his shirt, touching his chest and shoulders.

   "Take this off," I demanded, breaking away briefly.

   "I will if you will," he teased.  I reached for the edge of my shirt. 
"Wait.  Let me." He pulled my shirt off over my head and tossed it aside. I
did the same for him.  "Brinna," he said with intensity, "I didn't think
kissing would be like this.  I mean, hot like this." He slid his hand
behind my back and unhooked my bra.  I shrugged it off my shoulders and
tossed it onto the pile of discarded clothing.  "More please," he said with
false meekness, offering me his mouth.

   With deliberate slowness, I probed his open mouth with my tongue, gently
touching the tip to his own gently.  He groaned into my mouth, arms
tightening around me, pressing me against his bare skin.  My breasts
flattened against his chest and I wrapped my arms around his neck.

   Without a doubt, he needed more practice, but Zach proved himself my
ever-willing student once more.  His slight clumsiness would smooth out
further over time.  We kissed and stroked our hands over each other for
another ten minutes before breaking apart.  I rested my forehead against
his shoulder, trying to compose myself.  I felt drenched between my legs,
though I had not been touched there even once, yet.

   "I want to kiss you," he whispered in my ear.  "I want to kiss your
pussy, Brinna.  Like last time.  Please say yes."

   "Yes," I moaned softly, "Yes, Zach, yes."

   "Take your pants off, and I'll spread the mats."

   We untangled from each other and set about our tasks quickly.  Zach
hesitated when it came to removing his own pants.  I shook my head at him.
He dropped his hands away, leaving his sweatpants on for the time being. 
His cock tented out the front of them, with a damp spot showing evidence of
precum.

   "Brinna?" Zach put his hand out and I took it.  He drew me toward the
mats and waited as I made myself comfortable.  I watched as he knelt
between my feet.  His gaze roamed up and over my spread legs, coming to
rest on the juncture between them.  He lowered himself and kissed the
inside of my left knee.  He slid his mouth in a slow, hot trail up my inner
thigh, much as I had taught him to lick and nibble at my neck and breasts.
I found myself smiling slightly, anticipation settling over me.

   His hand was slowly stroking the inside of my other leg.  I shifted,
impatient suddenly to have him touching me between my legs.  I was careful
not to urge him on yet, willing myself to let him explore and tease at his
own pace.

   His hand reached my swollen lips, and his fingers separated them gently.

   "Your nipples are the color of peaches," he said suddenly, "but your
pussy is so pink." He flicked his tongue out, lapping at me once before
continuing.  "You have these light-colored freckles across your shoulders
and chest, lighter peach than your nipples.  I think I'll use my tongue to
play connect the dots later.  They all lead to your nipples."

   I laughed, enjoying his playfulness.  He looked at me, gauging the
laughter.  I stroked my hand over his hair and he smiled in relief.  He'd
been worried I was laughing at him.  His look changed, growing more heated.
Eyes on mine, he lowered his mouth to me again, running his tongue from the
bottom of my slit to the top.  My hand tightened in his hair.  He smiled
again, briefly, before repeating the movement.

   "Your breathing just got shallow," he reported.  "I think you like
this." He proceeded to run his tongue up and down, slowly, eyes still on
me. When my fingers started to relax in his hair again, he increased the
pressure, his tongue sliding deeper into my folds.  A small noise escaped
my lips, causing Zach to smile slightly.  His hand left my leg as he
reached down to adjust his cock inside his sweatpants.  I smiled in return,
knowing he was hard for me.

   "So wet," he commented, then plunged his tongue inside of me.

   "Yes," I moaned quietly, as he began to work his tongue rapidly in and
out of my slick tunnel.  He drew back slightly, and I could see my juices
glistening on his chin.

   "Touch your tits for me, Brinna.  Play with them while I tongue-fuck
you," he said, no hint of the shy nerd in his expression.

   I exhaled shakily, with a sudden explosion of breath.  He watched as I
lifted my hands and squeezed the fleshy globes in my hands.

   He returned to his task, eating me with increased vigor, alternating
between lapping and thrusting his tongue in and out of my drenched pussy.
His technique was by no means perfect, not yet, but he had me so turned on
I was squirming beneath him.  I closed my eyes and simply rode the
sensation.  Just as I controlled the urge to grind my pussy into his mouth,
he flicked his tongue over my clit causing me to cry out in surprise.  My
fingers clenched on the back of his neck.  He knew he'd stumbled onto
something, and began probing carefully to see what more he could draw out
of me.

   "Did I find your clit, Brinna?  I think I did, but I want to hear it
from you.  Am I doing it right, or should I stop?"

   "Yes, yes, and no."

   "Yes what?" he asked, grinning when I looked at him.

   "Yes, you found my clit.  Yes, you're doing it right, and no, don't
stop. Don't stop," I repeated, pinching my nipples, feeling a shockwave of
pleasure shoot straight to my pussy.

   He went back to his previous actions, now adding a strong flick of his
tongue across my clit.  I lost myself to the feeling of his tongue in my
pussy, stroking across my lips, and feasting on my clit.  My breath coming
faster, small sighs escaping my lips, I began to roll my hips in the rhythm
he'd established.  I became aware that his own hips were thrusting, rubbing
his erection against the mat through his sweats.

   "Zach," I moaned, feeling a jolt from my pussy to my nipples as I
realized what he was doing.  "I'm getting close." He moaned against my
arousal, creating a small vibration.  "Use your fingers," I begged, rolling
my nipples between my own fingers.

   Zach easily slipped two fingers inside of me, moving his lips to focus
on licking and sucking at my clit.  It took him a minute to establish a
rhythm, plunging his fingers inside of me carefully and deeply.

   "More, Zach," I begged, grinding my hips against his hand.

   "Oh, shit, Brinna," he moaned, withdrawing from me completely, sitting
up on his knees.  He fumbled his sweats down around his thighs before
leaning over me, kissing me, driving his tongue into my mouth.  I sucked on
it gently and he moaned against my mouth.  I felt his cock slide along my
dripping snatch, as he thrust his hips up.

   Thinking he was going to try and enter me, I did nothing to stop him,
wrapping my arms around his neck.  I felt his cockhead on my lower belly,
his shaft pressed against me, his balls resting on my mound of pubic hair.
He leaned on his right arm, shifting his weight slightly.  His fingers
slipped between us, driving inside of me, his thumb pressing against my
clit.

   "Brinna," he whispered, sounding desperate, his mouth coming down on
mine again.  The mingling of our tongues carried the taste of my own pussy
into my mouth.  He moaned helplessly against my lips.

   I felt it then, the twitch of his cock against my body, a splash of wet
warmth as his cum splashed across my belly.  His fingers continued to
thrust and retreat between my legs as he pumped his cock against me.  I
threw my right leg over his, riding his fingers with abandon.

   I tugged his hair, and he lifted his mouth from mine.  He was opening it
to speak when my orgasm hit me.

   "Oh, fuck, Zach," I cried out, closing my eyes as my pussy clenched on
his fingers as I peaked.  "Ahhhh!" I pulled my arm off his neck and reached
for his hand, stilling it, unable to take any more for the moment.

   His mouth found my earlobe, and he sucked it gently into his mouth.  I
panted, my orgasmic rush settling into several small aftershocks.

   "Did it-was it okay?" he asked hesitantly.

   "Oh, Zach," I said, half-laughing.  "You know you got me off, why even
ask that?"

   "Is it okay, what I did?  I wasn't trying to fuck you, Brinna, I
promise. I just knew I was going to cum and-," he broke off.  "I'm sorry,"
he murmured.

   "I might cut you off if you don't stop apologizing for cumming. 
Especially for cumming on me.  Jesus, Zach, you sent me over the edge
with that. Again." I didn't mention I would have let him fuck me if he had
tried.  He was right not to try, though.  It wouldn't have been a good
first time for us with his orgasm already approaching.  I lifted his hand
from between my legs and interlaced my fingers with his, our palms pressed
together.  "It was good, Zach.  Better than good.  You turned me on, you
got off, and you got me off.  What's wrong with how it went?  Please don't
be sorry anymore." I kissed him softly, lingering on his lips.  He
responded, our kisses quickly turning heated.

   "No more apologies for cumming," he said finally.  He smiled, looking
pleased.  "I made you cum this time." He kissed my neck, nipping lightly.
"I re-read the oral sex chapter in the book you gave me last night.  Good
tips." I laughed, my arm still around his neck, his cock still semi-hard
across my lower belly, his sticky cum gluing our bodies together at the
waist as he pressed lightly against me.

   "Clean me up," I directed, after giving and receiving a few more kisses.

   We spooned together on the mats, something that was becoming a habit.  I
prompted Zach to talk more about his upcoming visit with his friend
Matthew, who would be arriving tomorrow.

   "Why don't you try to talk to girls while your friend is there to play
wingman?" I asked, nudging him lightly with my elbow.

   "Brin-naaaa," he said, exasperated, attempting to dodge the question.

   "It might help you feel more secure."

   "Yeah, nothing like going down in flames in front of your best guy
friend."

   "Zach, you're smart, funny, cute, sweet, and you know how to make a
woman cum using just your mouth and your hands.  You just happen to be
extremely shy.  Overcome that, and you'll slay."

   He blew air out through his lips, tightening his arm around my waist.

   "Yeah, okay, whatever.  I'll think about it.  But usually we just hang
out, talk geek stuff and play games.  It's kind of our thing." He nuzzled
the back of my neck.  "Brinna?" He hesitated.  "Can I talk to Matthew about
you?  I won't tell him everything.  And he doesn't go here.  He won't tell
anyone, if I ask him not to."

   "If you want," I said finally, thinking it couldn't hurt anything.  "For
a price."

   "What?" Zach asked curiously.

   "I want you to write out a sexual fantasy for me.  I'll give you all
next week, since your friend will be here this weekend and you'll be busy.
Write it for me, and I'll do one for you later."

   "All right," he agreed, then let his lips trail over my shoulder.  "I
don't promise it'll be any good."

   "It doesn't have to be good, it just has to be your fantasy.  It doesn't
even have to mean you really want to try it, just that you've thought about
it, or thought it might be hot.  I won't even make you tell me if it's a
true desire you have, or just something you thought up for me."

   We talked a while longer, parting with our usual promise to see each
other next week.

   While I continued my scanning efforts, I put some thought into how to
help Zach break out of his shell with other people, especially those of the
female variety.  I gave it a lot of thought before I came up with an idea I
didn't think he could refuse.

   I wrapped up my work, and went to see which of my campus friends were
around.

   * * * * * * * * *

   After class Tuesday, I slipped a sealed envelope to Zach.

   "I'll be in the office for about an hour, but that's not where you're
going to come find me.  If you show up before an hour is out, without the
items you'll need, I'll know you didn't do what I'm asking."

   "What?" Zach asked, confused.

   "Read the note," I answered, winking.

   I'd given Zach a sort of scavenger hunt.  The note he was holding
directed him to go to a specific station in the campus food court and talk
to one of the girls working there.  She was a friend from one of my classes
last semester.  After he had made the required amount of small talk, she
would give him the next envelope.  He had a list of questions to ask her,
plus he was to come up with two of his own, and write the answers to all of
them on the note I'd given him in class.

   After that, he had to go to the Student Union and get a copy of the
activities calendar from a girl in the office, who would also require some
small amount of chatting up.  When he completed that task, she would give
him his next envelope.  Again he would have to take notes on her answers.

   That particular envelope he would be instructed to open while he was
alone.  It contained a Polaroid, the picture being one of a more personal
nature that I didn't care to have printed at the one-hour photo shop.

   After that, he would be off to the library to visit Jen.  Another list
of questions, another envelope to obtain and open, this one slightly larger
than the others.  It would be the final one, containing one final
instruction, my panties, and a clue to where I would be waiting for him in
the library.

   After I had decided enough time had passed that Zach should be getting
closer to looking for me, I headed up to a deserted corner of the third
floor in the library.  There was a small set of three little soundproof
study rooms, with a long, cushioned bench outside of them.  You could sit,
or even lie, comfortably, with a view of the campus out one window.  For
some reason, very few, if any, students ever came up here to use the space.
There was a small plaque over the bench, dedicating the area to the memory
of some former professor who had taught here for decades.

   Anticipating Zach's arrival, I wondered what prize he would claim for
completing his tasks.  I knew he would have felt reluctant to complete the
challenges, but he would have gone along with me anyway.  I just wasn't
sure if he could bring himself to talk to all the girls.  If he didn't
complete them, he wouldn't know where to find me.  I decided to give him
another thirty minutes before I returned to the office in the basement.

   Lost in memories of our last time together, I closed my eyes and sighed
quietly.  Thinking of Zach and his burgeoning sexual talents, I found
myself becoming aroused and hoped he would find me soon.  It was tempting
to go into one of the little study cubbies and do something about my
pulsing pussy.  It was more enticing to wait for Zach.

   "Was this some kind of punishment for not asking a girl out for the
weekend?" Zach groused with a half-smile when he found me twenty minutes
later.

   I smirked at him.

   "I was starting to wonder if you had bailed." I sat up and patted the
cushion next to me.  Zach sat, careful to keep a little distance between
us. I'm sure he was thinking that someone might approach and see us
together.  I slid over, my leg bumping against his.  He held the manilla
envelope, the last in his quest, in his lap.

   "You did tell me to take my time with the last step, before coming to
find you." His eyes flickered around, searching the area.  "But thanks for
the picture and the panties," he whispered.  "They made things less lonely
while jerking off."

   "Show me your notes."

   Zach flushed slightly as he dug out the four papers inside.

   "You're so adorable when you turn red," I teased.  "Here I thought you
were starting to lose that habit."

   "Just with you.  In our space.  I think I've been red all afternoon,
thanks to this." He shoved the notes into my hands.  I handed the calendar
back to him and scanned over the notes he'd taken after leaving each girl.

   "You asked them what operating system they use on their personal
computers?" I asked incredulously.

   "Well, yeah," he said defensively.  "I like to know."

   I laughed, brushing a lock of hair off his forehead.

   "Fair enough."

   "Speaking of that, what operating system do you use?" he asked in a low
voice, wiggling his eyebrows at me.

   "Windows?"

   "Ugh!  You're killing me, Brinna." He smiled, ducking his head.  "You're
still sexy as hell, though."

   "So, you did everything I asked," I said, settling my hand on his knee.
I saw him looking around again, searching for anyone nearby.  "Zach, no one
comes up here.  It's like they don't even know it exists."

   "I didn't even know, and I'm in the library a lot," he confessed.  "But
usually on the second floor, by the computer banks or the-," he stopped
suddenly.  "Never mind.  Yeah, I did everything you asked.  I brought your
proof." He leaned over and spoke in my ear.  "And I came on your panties,
so no, you can't have this pair back.  They're in my backpack.  I'll wash
them and give them back if you want."

   "Keep them with the other pair.  You're getting quite a collection of
women's underwear, Zach." I felt him smile against my skin.  "So now, as
promised, you can claim any prize you want from me.  Anything," I added in
a soft, promising voice.  "Except that there's one final twist on it, after
you tell me."

   Zach drew back and we looked at each other.  I waited, holding my
breath, to hear what he wanted.  He licked his lips, nervously I thought,
making me wonder just what he had come up with.

   "Anything, okay, anything." He cleared his throat.  "My grandpa wants
you to have dinner with us when he comes to visit after midterms," he said
in a rush.  "So that's what I want."

   I sat, blinking at him, trying to process what he was saying.

   "I know we said nothing social between us outside of our, uh, class
stuff.  This isn't a date or anything," he hastened to reassure me.  "My
grandpa just wants to meet you." He began to blush.  "I didn't tell him
anything about, you know, our, uh, sexual stuff, but I guess I talked
about you a lot, and now he wants to meet you when he comes to town." He
swallowed.  "That's what I want.  I want you to have dinner with us one
night.  If you can.  I know you commute and you work part time, but if you
can.  When he's here.  Please."

   "All right, Zach," I answered, "if that's what you want." I had to admit
to some disappointment that he hadn't asked for a sexual prize.  I shrugged
that aside because, when I considered it, we could be together any time
after our Tuesday or Thursday class.  I was simply thrown off guard by his
request.  I had told him to ask for anything, and hadn't put any
stipulations on it.  I didn't think it would do any harm if there were a
third party with us.  It could hardly be considered a date with his grandpa
being present.

   "Thanks, Brinna," he said, smiling broadly.  "I'll tell him when he
calls this weekend." He leaned forward and gave me a fast kiss.

   "Come with me into one of the rooms," I said, handing him back the
papers and watching him stuff them into the envelope.  I stood and led him
into the center room.  "Did you know they're soundproof?"

   "No.  What are we doing?" he asked nervously, peering out the narrow
window that ran alongside the door frame.

   "I'm going to suck your cock," I informed him, watching his eyes widen
in shock.  I sat in the office chair and hit the lever, dropping it into
the lowest position.  I turned Zach so that his back was to the window.

   "Oh my god, Brinna," he whispered, as if he were afraid someone were
standing right behind him.  "Someone could see!"

   "Does it turn you on?" I asked with a sly smile, reaching for his pants
and undoing the fly.

   "Oh my god," he repeated, as I pulled his cock free of its confines. 
Much as he might be shocked, there was a subtle swelling taking place in my
hand.

   "I'll stop if you really want me to," I offered.  I met his eyes,
watching as the heat of what we were doing flared in his eyes.  "But you
should know, I was going to suck you off out there on the bench.  We can
still go back out there if you don't like the room."

   "No," he said hoarsely, wrapping his long fingers around the back of my
neck.  "I want-I want you to suck me.  In here.  Now." His cock jumped at
his words.

   I leaned forward and took him deep into my mouth.  He groaned, his
fingers shifting up and digging into my hair at the back of my neck.

   "Your mouth feels so good," he said, eyes slipping closed.  He was
growing rapidly, forcing me to back off a bit.  "This is crazy, you know?
But I don't fucking care."

   Stroking him, I lifted my mouth and began to talk to him.

   "Tell me when you're ready to cum, Zach.  We don't want to leave a mess
behind here, do we?" I continued to stroke his hard shaft, watching his
lips part.  "You know, I think it's kind of hot to do this fully dressed.
Well, except for my panties.  You have those." I licked his slit and he
groaned again.  "What do you think, Zach?"

   "Fucking hot," he muttered.

   "I got worked up waiting for you, thinking about us together last week,"
I confided, squeezing his rock-hard prick.  "I thought about coming in
here, and getting off by myself, while I waited." I stroked him faster.  "I
wanted to wait for you.  I wanted to see what you would ask me for.  You
surprised me, Zach." I licked a fresh drop of precum from his tip.  "Then I
decided there was no reason we couldn't still come in here and fool
around." Stroking him faster, I saw him open his eyes and look down at me.
"What would you do if someone opened the door, Zach?  Would you want me to
stop?  Would you be able to stop?  Or should I just keep on and let them
watch you cum?"

   "Oh, fuck, Brinna," he growled, "as much as I get off hearing your dirty
mouth, I want you to put it back on my cock now."

   "Will you cum soon for me?  I want it, Zach." I gave him a sultry smile.

   "Yeah," he agreed, placing his hands on the side of my head.  "Your
mouth?"

   "Is that a question, or a request?" I teased, squeezing the base of his
shaft.

   "Request," he grunted.

   "Cum for me," I whispered huskily, lowering my mouth again.  I
transferred my hands to his hips as I raised and lowered my mouth over the
top half of his cock.

   "Brinna," he said, a warning note in his voice, "I'm close." I increased
the suction, thrilled at hearing his corresponding response.  "Oh god," he
moaned, fingers tightening in my hair, "that's it, like that.  Oh fuck,
baby, I'm gonna cum for you.  Gonna give you what you want." His hips
pressed against my hands insistently.  I knew he wanted to thrust his cock
deeper down my throat, but he let me hold him steady.  I reveled in his
desire for it, regardless.  "Ah, Brinna, fuck, I'm cumming," he ground out,
and with a hard twitch of his cock, the first of his load hit the back of
my tongue.

   After I had taken every last drop of him, I let his cock slip from
between my lips, looking up to find him watching me.  I couldn't read his
expression and felt a momentary stab of concern.  I thought that he might
be upset about us being in a room where, yes, if someone had come into this
area, they might have looked in and seen something.

   "Are you okay?" I asked.

   "More than okay," he answered, and I smiled, relieved.  "Stand up,
Brinna."

   I stood, curious.  Zach leaned in and kissed me, prodding gently with
his tongue so that I opened my mouth.  His tongue danced briefly with mine
before he pulled back.

   "I like kissing you, knowing you've had my cock in your mouth.  Is that
gross?"

   "Not to me," I answered, and returned his kiss.

   While we kissed, I tucked his softening member back in his pants.

   "I'm going home, Zach," I said quietly, "but I'm going to think about
you tonight." I kissed his cheek.  "Maybe I'll tell you about it when I see
you Thursday."

   I left as he was fastening his pants.  I smiled inwardly, knowing he had
turned, feeling his eyes following me.  I could have had more from him,
maybe in that room, maybe down in our special space.  Instead, I wanted to
savor this one act with him for today, and hopefully leave us both wanting
more the next time we met.

   I let my mind turn to Thursday, and wondered what it might bring.