Lessons Learned Ch 09 The Assignment

The story picks up during Week 14 of Brinna & Zach's Human Sexuality class.

Lessons Learned, Ch. 9: The Assignment

There was a sharp knock on the door, and I smiled in anticipation. Earlier, during Dr. B's class, Zach had passed me a note. It said he wanted to meet, in our private room, about an hour after class. He promised me a surprise.

I had worked for about forty-five minutes, then packed up. I prepared for his arrival by rolling out the yoga mats, and removing my bra and panties. He never knew if I would be fully dressed or not the times when we arrived separately.

"Come in," I called, rising from my chair as the door swung open.

"Hi," Zach said nervously. As he stepped through and to the side of the door, I noticed a tall, lanky, brown-haired young man lurking behind him. My eyes darted from the visitor to Zach and back again. "Uh, this is my friend, Matthew. You remember I mentioned him before? He's here to visit for the weekend." He looked back briefly at Matthew. "C'mon in, man. This is Brinna." He looked at me again and licked his lips nervously.

"Hi, Matthew," I said, walking around the desk and extending my hand.

"Uh, hi. Hi." He took my hand, giving it a quick, somewhat damp, squeeze.

"I, uh, I told him about us, uh,

studying

together," Zach said. I raised an eyebrow. "He doesn't go to school here, and he promised me he won't tell anyone," Zach said defensively. "He lives four hours away," he added, as if that made the biggest difference.

"Why don't you come in and have a seat, Matthew?" I gestured to the wooden chair at my far left and Matthew hurried to comply. He sat quickly, then began nervously wiping his palms back and forth over his legs. I grinned at Zach, who grinned back with a little shrug. I watched Matthew's eyes darting around our cozy little space, taking in the yoga mats and pillow, my mostly bare desk, and finally coming to rest on me.

While he examined the room, I examined him. He was a head taller than Zach, with brown hair and brown eyes. If possible, he seemed even more awkward than Zach had been when he first started coming to our little study space. Matthew had a splash of acne across his forehead and a heart-shaped mouth. He seemed to have 'geek' written all over him. I found it sexy.

Casually, I leaned back against the edge of my desk, propping my arms behind me, and crossing my feet at the ankles. This position caused my chest to stick out a little further than usual and I saw Matthew's eyes widen as he looked at my breats. The thin fabric of my cream-colored silk shirt made it obvious I wasn't wearing a bra. It wasn't as low cut as some I had worn for Zach before, but the cleft of my breasts was visible. Shamelessly, I felt my nipples start to harden under his appreciative gaze.

Zach shut the door and turned the lock. He tossed his backpack up against the door, then he peeled off his jacket, throwing it over his backpack.

"Why don't you take off your jacket and get more comfortable, Matthew?" I asked. Zach grinned then, knowing I had decided to play along with him, rather than kick them both out. He took his friend's jacket, tossing it on top of the pile he'd made.

"He doesn't believe me," Zach blurted. Matthew began to turn red. "He doesn't believe we, uh,

study

human sexuality together."

"I didn't say

that

!"

"You said I was a liar and there was no way a hot woman would fuck a nerd like me," Zach said with a laugh. Matthew's pimply face was now beet red. I admit that I felt flattered by the description of me as a hot woman. "He said he had to meet this figment of my imagination."

"Hmmm," I said neutrally, noting that Matthew was still avoiding direct eye contact with me but seemed to have no problem staring at my bare legs. "Speaking of imagination, what would you like to study today, Zach? It's your turn to choose the topic." I smiled devilishly at Zach and threw him a wink. I wanted to boost his confidence further, by letting him determine the activities for today's study session. I trusted him not to get too outrageous with a guest present.

Zach's grin widened as Matthew looked at him, then me.

"Today," he answered, voice dropping low, "I'd like you to get naked and show yourself to Matthew. I'll let you know after that."

Matthew's head swiveled wildly back and forth between us, with his mouth open in shock.

"All right," I said agreeably. "Is that all right with you, Matthew?"

His head bobbed up and down in agreement.

"I'm glad to hear it." I was tempted to ask Matthew if he'd like to undress me, but those weren't the instructions Zach gave. Today I wanted him to feel in charge in front of his friend. It'd do him good. "There's not much to take off today," I added, wetting my lips, and feeling the first spreading of warmth begin between my legs. I wondered curiously just what Zach had planned when he brought his friend to our session. We had previously discussed our various fantasies. He knew that the idea of being with two men excited me, even if one was only there to watch, rather than participate. I wondered how much information he had shared with Matthew.

While I pondered, I slowly unbuttoned my blouse, then spread it open, revealing my peach-tipped breasts. My nipples responded to Matthew's wide-eyed stare, becoming diamond hard. I glanced down at his crotch and noticed he was responding to my little show.

"She likes to have her nipples played with," Zach told him as he pulled off his t-shirt, tossed his shoes to the side, and began to shimmy out of his jeans. "Touch her tits if you want, she'll let you."

Matthew's eyes flicked up to mine and I gave him an encouraging smile. He leaned forward in the chair, reaching tentatively toward my chest. As his right hand closed over my left breast, I gave a soft sigh. He squeezed lightly and licked his lips. I brought my right hand up, lightly covering his, while my left hand undid the button on the back of my skirt.

"Go ahead, Matthew. Use both hands if you want." He wasted no time laying his other palm on my right breast, giving both breasts a strong squeeze, before beginning to knead them clumsily.

While Matthew got acquainted with my chest, I unzipped my skirt, hooking my thumbs in the waistband, and shoving it down my legs. It puddled at my feet before I kicked it into Zach's pile. Zach was now naked, cock standing at attention, already dripping with precum. My pussy responded to the sight, going from damp to fully heated, wet, and ready, in a heartbeat. I shrugged the shirt off my shoulders, letting it land on the desk.

Zach stepped toward me and extended his hand, palm up. I laid my hand on Zach's, and he gently drew me, away from Matthew, closer to himself. His erection brushed my belly. He grabbed my hips, spun me to face Matthew, and pressed himself against my back.

"Like this," he offered, his hands traveling from my hips to cup my breasts. He massaged them firmly, for a moment, before using his thumb and forefinger to squeeze each hard peak. I gasped, pressing myself back into his hard cock, where it rested against my ass crack. "She likes this." He rolled my nipples between his fingers and kissed my neck, while his friend stared in stunned silence.

Matthew, still looking like he couldn't believe what was happening, had dropped his hands to his lap, covering his obvious hard-on. I smiled dreamily at him, as Zach continued to play with my sensitive nipples.

"Touch yourself," Zach murmured in my ear. "Show Matthew how wet you are."

A soft sigh of anticipation escaped my lips. I let my fingers play over my swollen outer lips for a moment, turned on by the way Matthew's eyes were locked onto the movement. He was rubbing absently at the bulge in his pants. I dipped one finger into my waiting hole, sliding in easily. A second finger joined that one. I worked them in and out slowly, watching Matthew's reaction. He squeezed his erection through his pants. I felt sorry for him, remembering the sexual frustration Zach and I often felt in class when we watched sex videos.

Zach was sucking my ear lobe. He slowly trailed a hand down, over my stomach, until he reached my dripping pussy.

"So wet," he whispered to me, sliding a finger inside to join mine. I moaned and pressed against his hand. His cock twitched against my back. "Invite him to take his clothes off." He whispered so quietly that Matthew couldn't hear, even though we were all confined in that small space.

"Matthew, why don't you take off your pants? I think you'll be more comfortable." I grinned when he jumped to his feet and hurriedly began to fumble with his belt. He nearly forgot to kick his shoes off before he pulled his pants down. After a little hesitation, he also jerked his boxers down, his freed erection bobbing a bit as he finished undressing. His dick was so hard it nearly touched his stomach.

"Move your chair to the end of the mat," Zach advised, sounding a bit breathless. "And you might want to sit on your hands a few minutes instead of jerking off." He laughed a bit, then forced my hand away from my squelching pussy. I gave a small mewl of disappointment.

Zach took me by the shoulders and turned me again, so that I faced him. He gave me a hard open-mouthed kiss and I looped my arms around his neck while I pressed my body against his. I wiggled a bit, just to cause his cock to rub against me. I needed him inside of me, and soon.

"I'm going to fuck you good," he promised. "But first I'm gonna lay down. I want you to ride my cock, so Matthew can see the way your tits bounce. He's a tit man, like me. Except he thinks the real big ones are best, and I say yours are the perfect size." He pushed me back a couple of steps and went to the mat, stretching out on his back. His hard shaft jutted upright, waiting for me. His head was nearly touching Matthew's feet.

I dropped to my knees at his side, then threw one leg over him. I was now facing Matthew. Smiling at Matthew, I reached for Zach's erection so I could guide it into me.

"Slowly," Zach ordered, He always wanted to savor my slipping inch by inch down his rod.

I positioned myself so that the large head of his cock rested at my opening. I squeezed him playfully which caused him to give a little groan.

"You're so big and hard," I told him. I felt his cock twitch in response. He smiled at me, lacing his hands behind his head, like he didn't have a care in the world. "I love riding this cock." That caused his breathing to become heavier.

Slowly, I lowered myself onto his rigid member. My eyes rolled back in pleasure as I felt the large head enter my slick, tight tunnel. I continued to work my way down his shaft slowly until, at last, he filled me completely. I rolled my hips, grinding myself against his pelvic bone. Watching his face, I slowly began to lift myself up, as he'd requested. I paused, with the head resting just inside my opening, then lowered myself again. This time I took my eyes off Zach and looked at his friend.

Matthew was leaning forward, sitting on his hands as Zach had suggested. It was almost comical. His face was intent, his eyes locked on point where his friend's cock was buried inside of my juicy snatch.

"Ride me," Zach said, his hands coming to rest on my thighs. "Show Matthew how much you like hard cock."

Freed from the constraint of his earlier demand to go slow, I began to increase the pace, rising and sinking faster and faster. Zach was watching me watch Matthew. I put my hands on Zach's chest, to steady myself, as I began to ride in earnest.

As Zach had promised, my breasts began to bounce with the force of my motions. Zach's hands tightened on my thighs but, otherwise, he didn't make any move to touch me. I longed to play with my nipples, however, I didn't want Matthew to lose his unobstructed view. Each time I had Zach's length buried deep inside me, I would give a hard grind of my hips before rising again. I made sure not to get so carried away that I let him slip out of me.

"Your friend's got his hand on his dick," I informed Zach, and I know he didn't miss the excitement in my voice.

"Is he jerking off?"

"Not yet. But he sure looks like he wants to."

"You like it, don't you? You like him watching you ride cock."

"Yes," I moaned. Matthew's hand started to stroke his own cock which, while shorter than average, was quite thick. He wasn't built like Zach, but he was enthusiastic, and that counted.

"Stop," Zach said, grabbing my hips to prevent me from moving up and down on his shaft. Matthew, uncertain who the command was for, briefly stopped wanking. "I want you to get on your hands and knees, at the edge of the mat. I want to fuck you from behind."

It was one of Zach's favorite positions and, with the size of his cock, it had rapidly become one of mine too. His ability to penetrate me deeply, stimulating my G-spot with his large cockhead, made it one of the best ways for me to get off.

Winking at Matthew, I gave Zach one more hard grind with my hips, before rising and repositioning myself. My fingertips rested at the very edge of the mat, and I found myself near Matthew's glistening cockhead. I looked him in the eye and licked my lips. He was breathing heavily, still trying to restrain himself from stroking, while Zach rearranged us for Matthew's viewing pleasure.

Zach positioned his cock at my sopping wet entrance, grasping my hips. Matthew's eyes left my face and looked down my back.

"Now he can watch you get fucked," Zach said in a husky voice. He drove himself forward with a hard thrust, burying his entire length deep inside of me. I couldn't help myself; I gave a small cry at the sensation. He reared back, nearly slipping out of me, before returning to my depths with another hard thrust. I moaned and squirmed, pressing my ass back against Zach, loving how full he made me. "You like it when I ride you, don't you?" He drew back and paused.

"Yes!" I cried. "Yes I like it. Please, fuck me, Zach, fuck me!" He began to piston in and out, with deep strokes. He wasn't pounding me yet, but this was no gentle lovemaking. Everyone was breathing heavily and, for a full minute, the only sounds to be heard were our panting and the slapping of flesh-on-flesh, as Zach thrust into me hard enough to make my ass cheeks ripple.

"I want you to suck Matthew's dick," Zach panted. "Suck him off like you did for me the first time." His words seemed to excite him further and he slammed into me, balls slapping against my clit. He paused, holding himself still, buried deep inside of me. "Do you want her to give you head, Matthew?"

"Fuck yeah," Matthew answered thickly. He shoved the chair back, dropping to his knees in front of me, with his hand still wrapped around his cock. It wasn't as thick as Zach's, so I knew I could handle it easily.

I looked at Matthew, who had begun to sweat lightly, and was regarding me with lust-glazed eyes. As I reached for his cock, he let his hand drop away, eyes focused on my mouth. I grasped his hard shaft firmly, running my thumb over the head. There was a huge glistening drop of precum, so I smeared it over the head, toying delicately with his slit. He sucked in a breath and his cock jumped in my hand. Forming a circle around his cock with my thumb and index finger, I began to slowly stroke him, from the head down to the base and back. I slid my hand down, palming his balls. He groaned loudly, eyes half closed.

Leaning forward just a bit, I took the head between my lips, letting my tongue dance around it, just as my fingers had a moment ago. Zach moved with me, so that he continued to be buried balls deep inside me. I tongued Matthew's opening lightly, eliciting another groan from him. One of his hands came up and grasped the back of my head.

"Suck it," he ground out. "Suck my dick."

I conceded, sucking lightly and slipping my mouth further down his shaft. Slowly, I managed to take the entire cock into my mouth, sucking gently, while using my tongue on it.

"Oh fuck," he whispered.

I began bobbing up and down on his member, then allowed it to pop out of my mouth. His fingers tightened in my hair, but he didn't move otherwise. He was panting. I didn't think he was going to last much longer. Smiling up at him, I flicked my tongue out and licked another drop of precum from him. I let it form a thin, silvery line between the tip of my tongue and his cockhead, before slipping the head back between my lips and giving him a sudden, hard suck.

"Oh god," he moaned. This time he jerked his hips forward, sinking his fat little cock into my mouth. I gagged momentarily, as it brushed the back of my throat, then relaxed as I adjusted to it.

"Fuck her mouth," Zach said suddenly, "fuck her mouth and cum on her tits." He continued to hold himself still inside me. I pushed my ass back against him and he began to grind against me. I whimpered under the onslaught of sensation. On one end, I had a man's cock in my mouth and on the other end, in my cunt.

Next thing I knew, Matthew was holding my head and thrusting himself into my mouth. I gave up sucking, and just let him do as Zach had directed. Matthew was lost in the moment; there was nothing I needed to do, except be available. I palmed his balls again, squeezing them lightly. He grunted in response, as his cock twitched between my lips. He started pumping faster, and I tried to prevent myself from gagging.

I dropped a hand down to touch my clit, then used it to explore the joining of our bodies. I even managed to tickle Zach's balls. He responded by resuming his grinding against me.

"God you do that good," Zach panted. He cupped my breasts, squeezing, as I pressed myself into his hands.

Matthew was now grunting with each thrust, getting a little too enthusiastic. I stopped working my clit, gripping the base of his cock with two fingers and a thumb, in order to control him better.

"Aw fuck," he groaned. "I'm gonna cum, I can feel it in my balls."

"On her tits," Zach reminded him. "Not in her mouth, that's all mine." I felt a small thrill at his words, pleased that he didn't want his friend to cum in my mouth.

Matthew released my head, so I leaned back and allowed his cock to pop out of my mouth. He immediately began stroking it, his breathing hard and heavy. Zach put his hands under my arms, raising me, then sitting back on his haunches, with me in his lap and his cock still buried in me. Then Zach shuffled us forward, towards Matthew, who was now rapidly jerking his cock.

"Uggghh, fuck," Matthew grunted and, a second later, the first jet of his seed pulsed out, splashing across my left breast. Zach grabbed my hips, grinding me against his cock, as a second spray pumped out of his friend's fist, hitting the center of my chest. A third jet hit above my right breast as Matthew's eye squinted shut with the force of his orgasm. "Oh god, oh god," he repeated as he continued to work his meat in his hand. Witnessing his ecstasy prompted me to restart the work on my clit.

At last, Matthew's hand went still, and his eyes opened. He hungrily devoured the sight of my cum-covered chest, a gob of cum still hanging from my left nipple.

"Rub it into her tits," Zach said hoarsely. "She likes that."

Matthew wasted no time in bringing his hands to my breasts and massaging his seed into them. He pinched and pulled at my nipples until I was moaning and writhing on Zach's lap, my fingers working rapidly against my clit. I needed to come, I told them.

"Enough," Zach told Matthew, who withdrew his hands and sat back on his folded legs, eyes still on us. He still held his softening cock in one hand. Zach unceremoniously dumped me back on my hands and knees, forcing me to stop diddling my clit so I wouldn't fall forward. I whimpered at the loss of contact, so close to my orgasm.