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Sarah lay on the carpet of her biology teacher's living room. Elbows near her books on the floor, her chin rested on her hands and blonde hair fell across her face and brushed the text she was trying desperately to understand. Mrs. Nolan lay across from her; Sarah was oblivious to her own heavy swinging breasts pressed against the top button of her regulation white button up t-shirt.

"I'll never get this!" Sarah cried out in frustration, sinking lower to the floor and pushing the limits of the small button on her top. Pleadingly her blue eyes rose to Mrs. Nolan's, "you have to pass me."

Her teacher snapped her eyes away from the tempting sight and re-aligned on the girls face. "I don't 'have' to do anything, Sarah. You are not applying yourself to your work. Pass or fail, it's up to you." She kept her teacherly voice cold and detached. "You haven't cared about my class all year, now at the end you come for tutoring, where was this desperation earlier in the semester?" Sarah's cheeks burned pink with shame, turning almost the same color as her heart shaped lips. "You will learn this material just like everyone else. You don't get a free pass just because you are suddenly taking an interest."

As the girl's eyes became watery with unshed tears, Mrs. Nolan sat up and turned away, allowing the girl time to compose herself. The living room dimmed as the sun set outside the curtained windows. A fire danced merrily from the hearth and the room was slowly rising in temperature. Mrs. Nolan took off her shoes and set them aside, then unbuttoned her own blouse which covered a lacy camisole. She looked back at her student who was still pink, but diligently had her nose back in her book. Mrs. Nolan reached to the near by coffee table and took a sip from her glass of merlot.

Sarah heaved another sigh as she turned the page in her book, she had reached the end of the chapter. Mrs. Nolan begged that evil button to burst. "I want you to take that chapter test before we finish tonight." Sarah merely nodded and reached for her nearby notebook and began her test. As the test became more difficult and the heat of the fire kept roaring Sarah kicked off her clunky uniform shoes, but left the white knee high stockings in their place. She sat up, concentrating so hard that she did not realize that her pleated skirt was showing off a small hint of blue panty to her teacher. Chewing on the end of her pencil, she looked at her teacher, clad only in her camisole. This was a sight most of the boys in her class would have killed to see. A small bead of sweat ran from Sarah's throat over the curve of her breast. Taking another look at her teacher, she quickly unbuttoned her own blouse and set it aside revealing a skimpy white tank top as her undershirt. Picking back up her test paper, she was determined to get it right.

Mrs. Nolan corrected the mini-test slowly, with many small sighs of disappointment. The pink blush came back to Sarah's cheeks as Mrs. Nolan made yet another mark with her red correction pen. Careful to look only into Sarah's face the teacher put the test aside and put her reading glasses on top of it. Her nyloned legs made a soft swish as she shifted toward her student. "This is very disappointing, Sarah. I don't know how you expect to pass our final test, let alone the final exam with this kind of work."

Sarah could not control herself any longer, she burst into tears. "I'm, I'm sorry!" She covered her face with her hands, "I'm trying my best." A tear splashed onto the top of her naked breast and Mrs. Nolan could not bare it any longer. She let go of her cold teacher voice, "I know honey, come here, it's all right."

Sarah crawled across the plush carpet to where her teacher sat against the couch. Mrs. Nolan maneuvered the girl between her spread legs and enveloped her into a warm hug. She made hushing noises as she stroked the seniors' back and her lovely hair. Sarah pressed her young breasts against her biology teacher as she searched for comfort in her arms. Mrs. Nolan picked up her wine glass, "drink this." As Sarah finished off the glass, her sobbings reduced to mere hic-ups. Mrs. Nolan drew a light blanket around the two of them and they sat for a moment in the fire lit room. "You must learn to relax, you won't be able to learn anything if you are on the verge of tears all the time." The cold and detached tone was back. She turned the girl so that she was leaning with her back against her. Mrs. Nolan's breasts pillowed the girl's slender frame.

Mrs. Nolan began rubbing Sarah's shoulders with light touches. She ran her red tipped manicured nails up and down the girl's arms beneath their blanket. Sarah relaxed against her. Mrs. Nolan wished she could see the supple body stretched out before her but kept the blanket in its place. It provided a sense of security to the girl beneath it. Her stroking fingers moved imperceptibly inward, stroking now the top of Sarah's chest. Then downward to the tops of her breasts encased in white lace. Sarah made a small noise as she slipped her fingers beneath the straps of her bra, but Mrs. Nolan kept her strokes even, slow and unstoppable. As she slipped the straps off the girl's shoulders, she made a small hushing noise and in her hard teacher voice, "you must relax, Sarah."

The straps kept the girls arms close to her sides, Sarah's hands resting on her teachers thighs. Only a thin layer of nylon separating her hot palms from her teachers flesh. Mrs. Nolan kept her light strokes across Sarah's collar bones and shoulders. She waited until the girl began to relax once more into her, fully trusting her teacher. As the girl laid her head back against Mrs. Nolan's shoulder, the light strokes moved beneath the girl's top. Her shirt and bra slipped down just mere centimeters before the massaging fingers moved back toward the girls shoulders. Repeating these motions, Mrs. Nolan waited until she could feel the softer tops of Sarah's areolas. One of Mrs. Nolan's hands came out from underneath the blanket and put a restraining palm on the girl's forehead, bringing her back against her shoulder before the girl had completed her attempt to sit up.

Simultaneously her other hand slipped fully underneath the student's plump breast. "I told you to relax," her voice was dripping with ice, the same tone that proceeded detentions in her class. Sarah froze, not relaxing but no longer struggling. "Stay as you are, I don't want to tell you again." Mrs. Nolan watched Sarah's bright blue eyes brim once again with tears. Her one hand on the girl's forehead, the other hand moved up her breast and found the tiny pebble of nipple. Stroking the nipple gently Mrs. Nolan kissed away the tear that made its way from Sarah's eye, "hush."

Keeping her movements slow and gentle, she brought a hand to each breast, torturing each nipple with light and persistent strokes. As the nipples hardened into points the girl laying on her teachers shoulders gasped. Sarah still had some tears, but her eyes had become dreamy. Tasting another tear with the tip of her tongue Mrs. Noland softened her voice, "very good. You can't worry so much, I'll help you relax." Sarah merely sighed and the last of the tension left the girls body. Sarah's back barely touched Mrs. Nolan's panties, and Mrs. Nolan resisted the urge to grind against the girl, knowing she'd scare her away. Instead Mrs. Nolan's teasing fingers increased their pressure on the girls nipples, began pulling and pinching. While one hand kept their ministrations on her breasts, her other slipped down the girl's side.

The girl sat with her legs folded at the ankle with knees spread open beneath the sheltering blanket. Mrs. Nolan put her free hand on the girl's tummy and scooted her back and firmly against her own aching self. She wrapped her own legs over the girls, insuring that the girl could not close her knees if she tried.

"Mrs. Nolan?" Sarah's voice was quiet and huskier than usual, "please, don't."

Mrs. Nolan's hands were back to the girls breasts, gently rolling her nipples between her fingers. Although she kept her own voice low, it was harsh even in her own ears, "are you not enjoying it Sarah? I think you are finally loosening up." One perfectly manicured hand moved back between the girl's legs, and pressed against the damp scrap of panty that was covering her. The girl struggled to rise but Mrs. Nolan's remaining hand on her breast kept her firmly in place. Mrs. Nolan gently moved the cotton panty out of her way as she gently ran a finger into the girl's soft, wet folds. "You are enjoying this, aren't you?"

"No!" The girl's voice wavered as Mrs. Nolan's searching finger found her buried clit and teased it.

"Aren't you?" Mrs. Nolan's voice was barely above a husky whisper, her slender finger flicking over the girls now engorged clit. Spreading her wide with her first finger and ring finger, her middle finger continued its ministrations. Sarah gasped something untranslatable. "Aren't you?" One hand pulled at a nipple, then massaged it back into its place, and pulled again. The other hand stretched the girl open even wider, a little nether mouth needing to be filled, her fingers flew over the little bundle of nerves.

Another gasp and Mrs. Nolan pulled harder on the nipple. "Yes," Sarah barely whispered the affirmative. Her body began to grind against the hand giving her pleasure, and unknowingly grinding against Mrs. Nolan. The teacher increased the speed of her fingers. "Yes!" The girl repeated louder, as the muscles in her thighs began to tremble. "Yes," her whole body tensed once again, but this time in pleasure. Mrs. Nolan could feel the powerful orgasm beneath her flying fingers, Sarah rode the wave of her pleasure with only a small cry of ecstasy. Mrs. Nolan slowed the pace of her finger. Milking the girl's pleasure with more gentle strokes. Sarah broke out in a sweat and lay heavily against Mrs. Nolan. The biology teacher moved her hand from her breast and stroked the girls blonde hair away from her face, gentle and lovingly. Her other hand moved from Sarah's clit, down to her sopping hole. A single finger slipped in gently, stopping short as it reached the barrier inside. Sarah was a virgin, and Mrs. Nolan couldn't repress her smile. She removed her finger and helped the girl straighten her clothing.

"I think you are more relaxed now, Sarah." Sarah could only nod, her eyes on the floor. "When you come over tomorrow night, we will try that test again."

"Yes, Mrs. Nolan."
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