Astor Heights Boy's Academy

by walterio

Author's note: This story is completely fiction and is bases on a story line supplied by a reader. I took the basic story line and embellished it. This story will contain vaginal, oral, anal, group and bi-sexual sex. All characters are at least 18 years of age. The story got a little long so I will submit it in chapters. In this chapter you will meet the school nurse and some of her lovers.

PRELUDE

Andy was nervous as hell when he arrived at Nurse Millie's office. He had just turned 18 years old and he was still a virgin. Andy attended the all boys academy at Astor Heights and the only females around were the faculty and some staff members. His colleagues told him to visit Nurse Millie if he wanted to get his rocks off. Andy had heard stories about Nurse Millie but he didn't believe most of them. Now he was standing at the office door and he was almost too petrified to enter. Just then the door opened and Andy was standing face to face with Nurse Millie.

Andy was taken with her beauty as this was the first time he was ever this close to her. He had seen her from a distance and he had always admired her. Andy knew that she was old enough to be his mother but none of the mothers he knew looked like Millie. He stared at her in her lily white nurses uniform. Millie had modified the uniform to her liking and she knew it excited the boys. Her skirt was cut short about 8" above the knee and her shapely legs encased in white hose were very visible. Millie wore thigh high hose and when she sat down the skirt would often ride high enough to reveal the elastic tops of her hose. Her uniform was tight and showed off her curvy 39 year old body. She kept the top four buttons on her blouse open so that she always showed ample cleavage.

Andy could not help himself and he looked down her blouse a gesture that Millie picked up on. "What can I do for you today Andy?" Millie asked.

"Andy struggled to get the words out. "I have this pain in my stomach," he replied remembering what Rick had told him to say.

"I see well why don't you come in and we will have a look at you," Millie said confidently.

Millie smiled to herself as she was familiar with the routine. Many a boy had come to her complaining about stomach pain or groin pain. The shyest ones always said stomach pain. Millie would examine the boy and observe him as his cock became erect almost immediately. She would then tease the boy unmercifully touching him around his privates. Most of the boys would ejaculate quickly before Millie even touched their cocks. The more disciplined boys would need a hand job or a blow job before they came. Millie loved the first time with each boy and they always came back for more.

"Hang up your jacket over there and hop up on the exam table," Millie instructed.

Millie then sat down at her desk and Andy watched as her skirt rode up over the tops of her hose. He could see the bare skin above her stocking tops and he felt his cock stir in his pants. Andy panicked as he did not want to have an erection when Millie examined him. He looked away from her momentarily in an effort to calm himself but he quickly returned his eyes to her and stared at her gorgeous legs. Andy was getting so excited that he felt that he might cum in his pants.

Mille stood up and walked over to the exam table. She tested Andy's reflexes with the small hammer and as she did he looked right down her blouse at the ample cleavage made possible by Millie's 35C breasts. Millie walked around the table checking Andy's ears, eyes and mouth. Then she had Andy lay back on the exam table as she pulled out the leg extension. Andy was very nervous now and he was breathing rapidly as Millie prepared to examine his stomach. She began pressing around his abdomen and asking if he felt any pain. Andy kept shaking his head no as he was unable to speak.

"Maybe it's not your stomach. Let's see if you have any swelling," Millie said.

Millie then unbuckled Andy's pants and unzipped his fly. She pulled his pants down below his waist about halfway to his knees. Andy turned beet red when his pants were lowered and he felt very exposed even though he still had his briefs on. Millie then pressed around Andy's abdomen dangerously close to his cock which was getting stiffer by the second. Millie smiled when she saw the erection form in his underwear briefs. Andy groaned slightly when the back of Millie's hand brushed against his stiff cock.

"Did that hurt?" Millie asked but recognizing the type of groan.

"No," Andy stammered.

"I still don't feel anything strange. I better have a better look for skin discoloration," Mille said this time showing excitement in her voice.

Millie took a hold of the waistband of Andy's briefs and pulled them down his body. She told him to lift his hips when she lowered them. Millie made sure that Andy's cock got snagged in the elastic waistband of his briefs as she pulled them down his legs. She shivered with excitement slightly as the cock got caught and then released from the briefs slapping against Andy's abdomen. Mille started at the young hard cock that looked to be about 7" long. Millie had seen cocks of all sizes in her lifetime and she could quickly assess the size of them. Andy's cock was beautiful just like so many of the other 18 year old students who had been on her exam table.

"Well I think that we have found the problem. It appears that your penis is swollen and needs to be relieved of its pressure," Millie said in a raspy voice.

Millie took the erect cock in her hand and stroked it gently. "Oh God!" Andy exclaimed clenching his fists tightly.

It only took a few strokes before Andy shot his load all over his stomach. Millie watched as the lovely cock spurted and fired several discharges into the air. Millie held the cock straight up so that Andy's semen would not land on his school clothes. Andy gasped, moaned and groaned and his body shook as he ejaculated. Millie stroked him until his balls were empty and his cock stopped spurting.

Andy lay still in a confused but euphoric state as Millie went about wiping his body clean of all his semen. Millie used paper towels and moisture wipes to cleanse Andy's body. Millie knew that Andy could cum several more times but she did not want spoil him on his first visit to her office. She knew that Andy would return many more times and she would teach him something new each time. Andy sat up and got dressed as Millie directed and then she dismissed him.

"That should take care of your problem for now. If you experience any more trouble come back and see me," Millie told him and a sheepish red faced Andy then left the office.

INTRODUCTION

Millicent Rawlings was born in the Midwest where she graduated from high school. She decided to pursue a career as an actress and when she was 18 years old she traveled to California in pursuit of her dream. Like so many aspiring actresses she fell on tough times and ended up as a porn star. The competition for acting jobs was so fierce and cut throat that she ended up sleeping with numerous men in search of the big break that never came.

Millicent was a very pretty young woman with a gorgeous figure. She stood at 5'7" tall and weighed a fit 125 pounds. She sported a 35-22-35 figure with shapely legs and a killer ass. She was a natural blonde with blue eyes and soon she was very much in demand by porn directors. Millicent was in numerous movies and she had done just about everything that a porn actress was required to do. She even did the required lesbian scene from time to time as well as group sex scenes. Initially she was not fond of anal sex but she went along with it since it was required for her to remain employed.

Millicent loved one thing about starring in porn movies and that was the volcanic like ejaculations of her male co-stars. She loved seeing them shoot and she loved having the warm semen land on her body. The one important thing about porn was the cum shot, so the men always came on her body. Her favorite was having a guy shoot his load on her buttocks and her next favorite was to have him cum on her tits. Millicent remained a porn actress until she was 25 years old and then she sought out a career in nursing.

After graduating from nursing school Millicent applied for the nursing position at a private boy's academy in California. The job did not pay as much as other nursing positions but it would be a more manageable pace and she would be around young virile men all the time. Millicent was certainly qualified to be the nurse but she still had to go through a background check. The principal of the school learned that she had been a porn actress but that had not been a problem. Millicent simply agreed to have sex with the principal from time to time and she was approved for the job.

Now at 39 years of age she was in her ninth year at Astor Heights. She loved the fact the there was always a fresh supply of young meat to satisfy her seemingly insatiable appetite for sex. The student body never aged and she always found willing 18 year old boys who were attracted to her body. Millie as she was now called did not have sex with any males except the 18 year old boys and the principal. The principal was married so he had to be discreet and careful. Millie did have an occasional fling with the school secretary but that was her only lesbian partner.

RICK AND MILLIE

One of the more seasoned and sexually experienced boys named Rick stopped by the nurse's office to see Millie. "So how did it go with Andy?" Rick asked cockily.

"I think it went very well for his first time. He was very shy but he did cum very quickly. He has a nice cock and I hope to see him again," Millie replied.

"I'm sure you will. I think he will be looking for more than a hand job next time," Rick advised.

"I'll take it slow with him. I don't want to scare him away. What's on your mind today?" Mille countered.

"I stopped by to see if we are still on for Sunday," Rick asked.

"Yes we are and who else is coming with you his time?" Millie questioned

"Tim and Ryan," Rick confirmed.

"Good, I like them," Millie replied with a sultry smile.

Rick looked at his watch and then asked Millie, "Do you have some time now?"

Millie smiled at the handsome young student and answered, "Yes, I can spare some time for you now."

Millie closed and locked her office door and then turned to face Rick who had already stripped down to his undershorts. Millie pulled his shorts to the side and freed Rick's big cock. She stroked it a few times before taking it in her mouth. Rick's body almost leaped off the table when she engulfed his cock in her mouth. He was so turned on from thinking about Millie that just after a few more sucks Rick flooded her mouth with cum. Millie let the student's cum run out of her mouth and over his cock and balls as she did not like to swallow semen.

"Now does that feel better?" Millie asked mockingly.

Rick jumped off the table and told Millie to sit on it. Millie sat on the edge and allowed Rick to push her back so that she was lying down. Rick pushed up her short white skirt and pulled her panties off her legs. He pushed her legs apart and plunged his mouth onto Millie's pussy. Millie was pleased as she knew that not many students ate pussy. Millie was still surprised by Rick's skill as he was clearly advanced for his years. Rick ate Millie to an orgasm and then he dropped his shorts and slipped his cock into her pussy.

Rick fucked Millie into frenzy as he pounded her cunt with his big cock. Rick stiffened and just as Millie was having her third orgasm he pulled out and shot his wad onto her pussy. Rick managed to stay hard after his second cum so he put his dick back in her and he kept right on fucking Millie. Millie pleaded with him to let up on her pussy so Rick pulled out of her and then had her bend over the exam table.

Rick then slipped his cock back into Millie's pussy from behind and he played with her shapely ass as he fucked her. Rick then thought about fucking Millie in the ass but as always he asked first.

"Can I fuck you in the ass?" Rick asked although he already knew the answer.

"Yes, but remember to put lots of lube on that monster of yours," Millie replied and pointed at the KY jelly.

Rick grabbed the KY from the counter and lubed up his cock and Millie's asshole. Rick then eased his cock into her pussy and fucked her from behind until Millie orgasmed once again. Then he moved his cock to her ass and fucked her for a longer time. Millie looked so hot leaning over the table with his cock sliding in and out of her asshole that he just couldn't prolong his ejaculation any longer. Rick pulled out and exploded on her ass. His cock seemed to keep firing round after round of semen and he watched as he coated Millie's buttocks.

Rick cleaned off his cock, picked up his clothes and got dressed. Millie continued to lean over the exam table with her shapely ass sticking up in the air. Rick looked at her and he knew that he would fuck her ass again on Sunday.

"Thanks Nurse Millie I'll see you Sunday," Rick said.

Millie pushed her skirt down and replied, "Yes, I'll see you Sunday."

Millie locked the door again and then cleaned herself up before putting her panties back on. Millie smiled to herself as she thought about having three youthful cocks in her at the same time. Millie recalled the first time that three boys Jake, Curt and Mike visited her home. Millie had the boys undress first. The boys had hesitated only briefly before they began removing their clothes. It wasn't as if Millie hadn't seen them naked yet, after all she did have sex with each one in her office. The boys removed every stitch of clothing as they had been told. They stood there naked all of them sporting boners as they waited for Millie's next instruction.

Millie had then told them to undress her. The boys surrounded Millie and they began with her blouse unbuttoning it slowly until every button was undone. They pulled her blouse out from the waistband of her mini-skirt. Millie let her hands drop after the blouse was removed and purposely let the back of her hands brush against their hard cocks. Millie smiled to herself as the boys jumped at the slight light touch. She wouldn't have been surprised if they had cum before they finished undressing her.

One of the boys unclasped her bra in the back and the two others eased it down her shoulders baring her beautiful breasts. The boys gasped with delight as her tits came into view and her nipples stuck out like hard eraser tips. Millie once again let her hands roam and she lightly scraped their abdomens with her finger nails causing each boy to flinch with a reflex action. Millie ran her fingertips over the heads of their cocks and she felt the pre-cum seeping out of their pee holes. The boys fondled her tits and played with her nipples as Millie tickled their crotches with her fingers.

The boys were breathing hard and anxious to get to the next step. They unzipped Millie's skirt and pulled the tight mini-skirt down her legs. Millie stepped out of the skirt when it reached the floor and she stood there in her panties, thigh high hose and heels. The boys were shaking with desire. Millie let her hands drift under the boy's scrotums and one by one she scraped underneath them with her fingernails. The boys flinched as the shock from her touch traveled through their bodies.

Millie then had the boys take her panties off next. They each grabbed part of the waistband and slowly peeled her panties down her shapely legs. Millie stepped out of her panties and then she had them take off her heels and hose. They peeled her hose off one leg at a time as they stared at her trimmed pussy and curvy ass. Millie told them to kiss her legs as they stood back up. The boys trailed kisses up her legs as they slowly made their way to their feet.

They began to caress Millie's body, feeling her tits, cupping her ass and touching her pussy. Millie told Jake to take the lube from the table and massage her asshole. The boys then had fingers in her ass and pussy as they fondled her tits. Millie let her hands dance around their cocks and abdomens. Every time she touch them lightly or gently scraped them with her finger nails, the boys bodies jerked with uncontrollable reflex actions. Millie led them into her bedroom to let the games begin.

Millie had Curt lay on his back and she straddled him lowering her hot pussy onto his throbbing cock. Curt groaned as he felt the warm cavern envelop his surging prick. Next Jake mounted her from behind and slid his cock into her greased asshole. Millie moaned this time as she felt the ample cock enter her anal chamber. Mike took his place in front of her face and Millie sucked his cock right into her mouth. Normally Millie would have the boys ejaculate on her body but they came too quickly. The boys didn't last two minutes once they were inside Millie's holes and one by one they spurted their huge loads into her mouth, ass and pussy. Millie was proud of herself that those three young virile men could be so turned on by her, that they would lose their loads so fast.

Millie knew that there was plenty more spunk left in the balls of these energetic students. The boys just kept fucking her as if they hadn't yet cum. Millie loved the feeling of their cocks squishing around in her pussy and asshole bathed in their own cum. The boys took longer the second time and Millie was able to experience two orgasms herself before they came again. This time Millie instructed them to pull out and cum on her. Their loads seemed to be just as voluminous as their first and Millie's body was covered with youthful cum. Millie's body shook as her third orgasm rocked her body. She disengaged and moved away from the students and plopped down on her back. She still had cum oozing from her pussy and asshole as she lay in bed. Then she had the boys stand around her bed and jerk off until they came on her body again.

Millie's thoughts were then interrupted by a knock on her door. Millie opened the door to see the pretty school secretary Jill standing there. "Hi, what's up?" Millie said in surprise.

"I just stopped by to see if we are still on for Saturday," Jill asked.

"Oh Saturday, yes we are still on. Why don't you be at my place around 10:00 AM," Millie confirmed.

"Great I'll see you at ten," Jill agreed and then walked off.

Millie watched the pretty Jill walk down the hall. Jill was wearing a tight mini-skirt that showed off her legs and curvy ass. Jill had smaller tits 34B but her great ass made up for it. She was a petite girl of 28 years at 5'5" tall and just about 100 pounds. Jill had brown hair that she wore short along with matching brown bedroom eyes. Jill had been a lesbian her entire life but she was no virgin. Her virginity was taken when she was 19 by a very experienced lesbian wearing a strap-on dildo. Millie felt her loins tingle again as she watched Jill walk away.

Millie and Jill planned to go shopping on Saturday and then spend the evening at Millie's place. It had been a month since the last time they went shopping and then made love afterward. Millie was actually looking forward to another day with Jill. Millie had picked up a special toy just for that occasion.

JILL AND MILLIE

Jill arrived at Millie's place at 10 AM sharp wearing tight slacks and a tube top with no bra. One look at Jill and you knew she was either wearing a thong or no panties at all. Millie also wore tight fitting slacks and she wore a cotton sweater to cover her braless tits. They took Millie's car to the shopping mall. When they parked the car they turned to each other and kissed allowing their hands to seek out the other's breasts. Then they broke the kiss and headed into the mall.

Millie and Jill shopped at a number of stores that day and as they did they teased each other relentlessly. They shared the same fitting rooms when they tried on clothes and they toyed with each other's body. Breasts were caressed, nipples were pinched and pussies were fingered continuously. Millie loved pulling Jill's tight slacks down and baring her curvy ass. Millie would plant kisses on Jill's buttocks driving her wild.
In one store they were caught by a saleswoman and they were asked to leave. The woman blushed when Millie whispered to the saleslady that she should join them next time. After lunch they hit a few more stores and then decided to return to Millie's home. At home Millie poured white wine for both of them and then they shed their clothes in favor of terry robes and relaxed on the sofa. They finished off a bottle of wine and then Jill asked if Millie was up to giving a massage. Millie agreed and the two of them went into her bedroom.

Millie and Jill entered the bedroom and Jill quickly lost the robe. Millie took off her robe as well since Jill liked her to be naked. Millie covered Jill back liberally with oil and began the massage. Jill was a petite brunette with smallish tits, great legs and a shapely ass. Millie loved massaging Jill's body and she particularly loved the way Jill's nipples stood out when excited.

The massage had just become foreplay for the two women over the past few months. Actually Jill couldn't wait to get at Millie's hot body. Millie's breathing became shallow and her moans became loudly audible. Millie began touching Jill's body now and she marveled in their mutual beauty. Jill began to purr in ecstasy. It seemed natural for them to be together and not taboo to be female lovers. As Jill's tongue circled Millie's right nipple she became increasingly aware that it was not going to take much more to make Millie cum. Millie felt Jill's fingers stroke her wet mound locating her swollen pussy, trying to find a way inside her. Millie moved her legs further apart trying to help Jill and soon Jill was fingering her with soft, slow, tender probes.

Millie couldn't take it any longer and she gently pushed Jill's head down. Jill nestled herself between Millie's legs, she used her hands to slowly open them and placed Millie's thighs on her shoulders. With one finger Jill traced the soft outer lips of the swollen pussy and applied gentle pressure spreading them open even further. Millie felt the familiar butterflies in her stomach as she gazed upon the sight of her moist lips inviting Jill's invasion. Jill put more fingers inside Millie and caressed her inner walls while the thumb positioned itself on the tip of her Millie's swollen clit; Jill lightly tickled it back and forth.

Jill moved herself slowly up Millie's body as she continued to finger fuck Millie's pussy, kissing and licking her way to Millie's tits. Jill took turns holding each nipple between her soft lips sucking and flicking at Millie's hard nipples. Millie in turn reached for Jill's breasts and felt her hard nipples across her palms as she stroked them. Millie pinched and rolled Jill's nipples between her fingers while Jill tongued her breasts. Jill whispered to Millie that she had to have her and then kissed her passionately. They moaned into each other's mouth as their fingers and thumbs tickled their swollen clits. Millie could feel the wetness of Jill's pussy saturating her thigh.

Jill broke off their kiss and smiled before descending toward Millie's aching pussy. As Jill reached Millie's wet mound she separated the lips fully opening her pink moistness and then Jill herself groaned with anticipated pleasure. The tip of her tongue touched Millie's center and her sweet liquid gushed into Jill's mouth. Jill was prepared for her gusher as she licked at her silky lips, losing herself in the feeling of Millie's beautiful hot body. She flattened her tongue and stroked Millie's center up and down firmly enough that Millie could feel it on her clit. Jill drove Millie mad as her swollen clit twitched and ached for more attention. Millie arched her back and pulled Jill's head to her mound trying to shove her engorged clit into Jill's mouth much like a man would shove his cock into a woman's mouth. Millie gasped as Jill's lips sucked her clit in further and further causing a strong tremor to run through her whole body.

Millie's hips lifted off of the mat as Jill sucked on the clit flicking it back and forth as her fingers probed deep inside Millie. Jill worked her fingers in and out slowly at first and then with more intensity as her tongue firmly, methodically pressed again and again against Millie's erect clit now totally exposed from its hood. At this point Millie's groans became very loud, her body was rocked with her second orgasm and she ground her pussy into Jill's face as the dam broke.

Jill continued to lap at the hard clit as Millie's body convulsed and with one orgasm after another. Slowly Millie relaxed after the last of one of the most intense climaxes. She lay back on the bed as Jill moved up to her lips and covered them kissing Millie tenderly, deeply and letting her tongue slip past Millie's lips so she could taste herself. Millie kissed Jill eagerly in return, loving the sweet taste of her own pussy. They lay on the bed cradled in one other's arms without saying a word savoring the feel of a woman's body in each other's arms.

"Come Millie I want you to make love to me now," Jill said.

Jill opened her legs and guided Millie between her thighs. Millie looked right at Jill's beautiful pussy and she leaned forward and slowly stuck out her tongue. Millie took one, slow lick as she flattened my tongue on Jill's swollen mound. It felt so smooth and warm and Millie knew she had achieved the desired effect from the moan she know that Jill enjoyed it. Millie pointed her tongue and burrowed into Jill's pussy as it parted the labia and her tongue was rewarded with the exquisite taste of Jill's juice.

Jill reached down with both hands and spread herself wide making it so much easier for Millie's tongue to explore her pussy. Jill was breathing rapidly and she moaned softly whenever Millie got near her hard pearl. As Millie searched out Jill's hard clit, still just barely hidden, Jill tensed and began to quiver. After Millie felt like she had teased Jill's opening as much as she could with her tongue it was time to see Jill's reaction when Millie's tongue finally touched the clit just as Jill had done to her earlier.

Millie burrowed her tongue as deep into Jill as she could and then she just sort of licked and sucked her way up. When Millie got to Jill's pearl she used the very tip of her tongue to push back the little hood. Millie was always amazed at its size as she flicked her tongue over it once and then used the tip to explore the folds of flesh on either side of it. Jill was now moaning and she used her fingers to pull her hood back as she arched herself so that her pearl stuck out even further like a little cock. Millie nuzzled it with her nose taking in Jill's scent and she licked it once more before she took it between her teeth and gently nibbled it.

Jill went wild and started bucking and calling out Millie's name. She let go of her own fleshy hood and pulled Millie's head to her pussy as she cried out in ecstasy. Millie sucked Jill's clit as deep in her mouth as she could and Jill humped her face for all she was worth. Millie was thrilled that she was able to get Jill that excited and she sucked harder and played with the clit with her lips, tongue and teeth. Millie didn't know exactly how many times Jill came but finally she finally went stiff and then collapsed on the bed, her body in spasms.

"That was beautiful you are something Millie," Jill sighed.

"Jill I have a surprise for you," she said in a sultry tone, "Look at what I have for you tonight."

Jill looked as Millie showed her a three prong dildo. Jill watched as Millie put two of the fake cocks through the holes in the harness. Then Millie inserted the third fake cock in her pussy and then fastened the harness to her body.

"What do you call that?" Jill asked almost laughing.

"It's called a three way. The two cocks are for your ass and pussy and the third cock is for my pussy," Millie explained.

"Where did you ever get such a thing?" Jill questioned.

"I ordered it from the catalog. I know how you like to be fucked in the ass as well as your pussy. Tonight you will have cocks in both your holes at the same time," Millie replied with a wicked smile on her face.

Millie knelt on the bed between Jill's legs and pressed her lips down hard on Jill's kissing her until her lips parted and Millie's tongue entered her mouth. Jill reached down and wrapped her hand around the fake cocks that were touching her inner thighs. Without a word Millie moved Jill's legs apart and slid the flexible dongs into Jill's soaking wet pussy and well lubed asshole. There was no resistance at all Jill was so wet and lubed that the cock heads slipped in easily.

As Millie slid the fake cocks inside, Jill lifted her knees and closed her eyes surrendering herself to Millie. Jill gave into her and whatever was to come next. Then Jill felt something fierce burst inside her as Millie thrust her hips in one hard fast motion driving into Jill causing her to cry out. Jill grasped Millie and her cries got louder with each thrust of Millie's cocks into her.

"Harder, harder fuck me harder," Jill screamed thrusting her hips up to meet Millie, "Oh God, yes, it's so good," she continued.

Millie hooked her arms under Jill's knees and held on as her thrusts became harder and faster. Jill could feel that tension building again that sweet fire that she so often sought and the pressure was mounting. Without warning Jill screamed out her body suddenly tensing and arching up off the bed. Jill's cumming along with the fake cock in Millie's pussy pushed Millie over the edge and both women exploded together. Millie collapsed on top of Jill their breasts pressing together. They lay quietly with the fake cocks still buried in both of them until Millie rolled off and lay on her back next to Jill. Jill looked down at Millie and the saw the menacing dildos pointing in the air with the third one still buried in Millie's cunt. They looked obscene on Millie's feminine body.

Jill thought to herself, "That she just had one of the best fucks of her life."

Millie removed the harness from her body and she showed Jill the dildos up close. "You see how it works. I really got off fucking you with this end in my pussy."

"I have to get one of those!" exclaimed Jill.

"You can have this one. When you masturbate you can hold on to this cock with the other two are in your holes," Millie explained further.

Can I use it on you now?" Jill asked hopefully.

"Absolutely, I'll help you put it on," Millie agreed.

Millie helped Jill with the harness and as soon as Jill had put one of the fake cocks in her pussy she was ready to fuck. Millie grabbed some lube and greased up her asshole in preparation of the anal intrusion. Then Millie lay back, opened her arms and welcomed Jill into her body. Jill eased the two fake cocks into Millie's pussy and asshole. Then it was off to the races and the two women fucked each other as if it were their first time together.

When they were done, Millie and Jill wiped each other down with towels and Millie cleaned the dildos and dried them. Millie put the dildos in a bag for Jill and then they put on their robes and had some more wine. Jill stayed awhile longer but they were done making love. Eventually Jill got dressed and left, thanking Millie once again for a great day. Millie finished her wine and then she retired for the evening. Tomorrow would be another big day for her as the boys were coming over in the afternoon.

MILLIE AN AFTERNOON DELIGHT

Rick, Tim and Ryan arrived at the house at noon just as Millie had instructed. They were there under the pretense of during some work around the house for Millie. Rick was one of the senior studs at the high school and the word was that he had had his share of girls when he was home on school break. Rick stood at 6'2" weighed 180 pounds and had dark hair. He was very fit and blessed with an 8" cock that was often a locker room topic. Tim was a handsome blonde haired boy at 6' tall and weighed 170 pounds. Tim was also very fit and he too had an impressive 7" cock. Ryan was also a fit 6'2" and 175 pounds along with dark hair and an above average 7" cock. It was rumored that Tim and Ryan knew their way around the girls as well when they were home. Of course guys always bragged but Millie was still pleased with their sexual prowess.

Millie answered the door when she heard the doorbell ring and invited the three boys into her home. They were surprised to see her dressed so formally as it did not look like she was dressed to do any work. Millie led the three boys into the kitchen and told them to have a seat at the kitchen table. The boys looked around the house and they were impressed with the décor. Millie offered them something to drink but they passed on the coffee or tea offer.

"Do you know why you boys here today?" Millie asked them.

"We sure do," Rick replied.

"I know you boys think naughty thoughts about me and that sometimes you get erections in school and you bring them to me at the nurse's office," Millie said in a sexy voice.

"Before we begin you must agree that what happens here stays here. We all have reputations at stake. I must keep mine as a nurse and you boys do not want to do get suspended from school. Now before we begin I want to be clear about the rules. I will tell you what to do and when to do it. If you don't do as I say I will call a stop to everything and you will have to leave. Do I make myself clear?"

There was anxious head nodding from the boys and then Millie went on. "You must not get ahead of me no matter how excited you may become or I will stop where ever we are. Also while you are in my home you will call me just Millie and not Nurse Millie. Now I think that we are ready to get started so please follow me," Millie concluded the instructions.

The three teenage boys followed Millie into her bedroom and as they did they watched her ass sway under the tight skirt. Her calves looked great encased in the nylon hose and the boys were anxious to see the rest of her legs. Millie had the three boys stand facing her in her bedroom and then the games began. Millie was never completely naked in the nurse's office and the boys were anxious to see her body.

"Rick you may remove my necklace and place in on my dresser and then you may unbutton my sweater."

Rick carefully unclasped the pearl necklace and placed it on her dresser as he was told. Then he moved back to Millie and with trembling hands he reached for her sweater and began to unbutton it starting with the top button. Rick couldn't believe that he was so nervous and that his hands were shaking. He had undressed plenty of high school girls and he had even become adept at unhooking the bra clasp with one hand. However now in front of Millie with his friends watching he could hardly manage the buttons on her sweater. One by one Rick finally did manage to unbutton Millie's sweater and it hung loosely on her. The boys stared at the first sign of bare flesh peeking through the open sweater.

"Tim and Ryan you may remove my sweater and place it on the chair," Millie said softly.

Tim stood on one side of her and Ryan stood on the other side. They peeled the sweater down and off Millie's arms and placed it on the chair as they were told. The three boys stood there with their tongues hanging out as they gaped at Millie's upper body clad only in her bra. It was the first time they had ever seen that much cleavage on her and they knew that there were great tits under her bra. Her stomach was ironing board flat and her waist was narrow emphasizing her breasts even more.

"Rick you may take off my skirt now."

As Rick dropped to his knees his cock got caught in his trouser leg and he had to adjust his pants. Millie smiled as she watched Rick move his erection around so that it stood straight up inside his pants. Rick then located the zipper and buttons to Millie's skirt which were on her hip. Rick unzipped the zipper and then unbuttoned the two buttons holding the skirt waist together. The skirt was so tight that it stayed on Millie's hips even in the unfastened state. Rick tugged the skirt down Millie's hips as he had done so many times with high school girls. Rick stared at Millie's beautiful legs as he lowered her skirt. It was as if a masterpiece sculpture was being unveiled. Tim and Ryan also stared as Millie's legs came into view and they both rubbed their cocks through their pants. Millie lifted one leg at a time so that Rick could remove the skirt. Then he stood up and placed the skirt on the chair. The three boys stared at the school nurse turned goddess before their eyes as she stood clad only in her bra, panties, stockings and garter belt.

"Now Tim and Ryan you may unhook my stockings and roll them down my legs. I want you to roll them down slowly and I want the three of you to stop rubbing your cocks in your pants. I don't want you to cum in your pants," Millie directed.

Tim knelt in front of one of Millie's legs and Ryan knelt in front of the other. On Millie's order they unfastened the stockings from the garter belt and then they slowly rolled the nylons down her shapely legs. In doing so the boys touched her naked skin and they were so excited that they thought that they may actually cum in their pants. Once the stockings were rolled all the way down, Millie again lifted one leg at a time so that the boys could remove her stockings completely. They placed the stockings on the chair and then faced Millie awaiting her next order. Millie noticed that all three boys had wet stains on the front of their pants and she was sure it was their pre-cum as they were excited beyond expectations. Millie then had Rick remove her garter belt and place it on the chair along with her other clothes.

"Ryan and Tim you may now remove my bra but I want you to slide it slowly down my arms and let the cups fall away from my breasts," Millie said softly barely concealing her own excitement at this point.

With nervous hands and trembling fingers the two students unhooked the bra and slowly moved the bra straps down her arms. As the straps neared her wrists the bra cups pulled away from her breasts and Millie's marvelous tits were bared for the boys to admire. Millie's tits were firm and they stood out proudly from her chest. Her areoles were puffy and highlighted her nipples which at that moment were fully erect.

"How about those tits, guys!" exclaimed Rick as he had seen them before.

Ryan and Tim just stared at the incredible tits before them as they subconsciously continued to hold on to the bra. It was all the boys could do to keep from grabbing their nurse's incredible tits and begin sucking on them. However they remembered the rules that they had to wait until Millie told them what to do.

"Put my bra on the chair boys. Now Rick you may take my panties off but I want you to remove them very slowly," Millie once again directed her voice cracking as she spoke.

It was all Rick could do to keep from ripping the nurse's panties off. His teenage hormones were running rampant and he was dying to fuck her. However he did not want to run the risk of having Millie call an end to their session so he did as he was told. Rick hooked his fingers into the waistband of Millie's panties and slowly pulled them down. As the panties cleared her buttocks, Tim and Ryan starred at her magnificent ass. It was perfectly shaped, curvy and round. Rick fastened his eyes on Millie's pussy as he lowered her panties. When it was uncovered Rick felt his cock throb in his pants. Her pussy was beautiful with neatly trimmed strawberry blonde hair accenting her tantalizing prize.

"Oh man this pussy is ready!" Rick exclaimed in a shaky voice.

"Rick, you have to check out her ass. It's amazing!" Ryan said not knowing that Rick had already fucked Millie's gorgeous ass.

Millie was pleased with the boy's reaction to her stunning body. Although she had heard words like these before in previous years from other students, she never tired of hearing them again and again. Rick pulled her panties all the way down her legs and again Millie lifted one leg at a time so that they could be removed. The boys now anxiously awaited her next instructions.
"Rick, I want you to kiss and lick my vagina. Ryan and Tim I want you boys to fondle my breasts and buttocks," Millie told them using the proper words.

Rick knelt down and buried his face in Millie's pussy and began to lick and probe her with his tongue. Rick had eaten her pussy before and Millie was glad that she had selected him to eat her first. Ryan and Tim stood on either side of Millie and they both had one of her tits and a cheek of her ass in each hand. Millie was amused at their inexperienced hands groping her breasts and buttocks but they excited her just the same. Then Ryan took one of her tits in his mouth and sucked on it and gently nibbled on an erect nipple. Tim watched Ryan and then Tim copied what his friend was doing. All the while Rick was exploring Millie's pussy with his tongue and fingers. He nibbled on her clit and he probed her pussy with two fingers. Millie directed Rick on how to locate her g-spot and when he did she knew that it wouldn't be long before she would cum.

Millie felt that familiar sensation in her loins and she placed her arms around Tim and Ryan for support as she announced, "I'm going to cum."

Rick grabbed Millie by the cheeks of her ass and pulled her close to him. His tongue worked its magic on her clit and Millie groaned loudly as he body shook in her climax. Pussy juice flooded Rick's mouth but he stayed glued to her cunt and drank every drop of her sweet nectar. Tim and Ryan had one arm around Millie's waist and their other hand each held her breasts. Tim and Ryan twirled her eraser hard nipples in between their fingers driving Millie wild as she orgasmed. Millie thought that she might faint from the intensity of her crescendo but she recovered quickly and stood on her own. The three boys still had their hands all over her body as it seemed they could not get enough of her shapely form.

"That was very good boys. Now it's time for you to take off your clothes but I want you to leave your undershorts on," Millie said in a calm voice now that she was composed again. "Now when you cum, I want you boys to cum on me and not in me. You can cum on any part of my body but I don't want you to cum in my mouth, vagina or bottom."

The three boys had their clothes off in record time and they stood in their underwear awaiting Millie's next command. She looked at the three well endowed teenagers and smiled at the swelling in their undershorts. She called Tim over and then she knelt down in front of him. Millie slowly pulled Tim's underwear down his legs making sure that the waistband caught on his stiff cock. Millie loved to see the youthful erect cock spring forward as she pulled the underwear down. Tim's cock leaped out as his undershorts passed over it and it bobbed in front of Millie's face. Tim closed his eyes and looked to the heavens as if he was praying. Millie lifted one foot at a time as she removed the undershorts from Tim's body.

Millie then lightly ran her hand over Tim's lower abdomen just above his stiff cock. Tim's cock twitched and pulsed as tingling sensations ran through his body. Millie knew exactly what she was doing as she teased the teenager. Then she ran her fingertips along the length of the rock hard shaft and tickled the sensitive soft mushroom head of Tim's cock. Tim groaned as his teacher toyed with him and he felt like he would cum just from her touches. Then Millie lowered her face toward the youthful cock and ran up tongue up and down the shaft and around the overly sensitive cock head.

"I'm going to bust a nut," Tim cried out.

That was Millie's cue and she covered Tim's cock with her mouth. Millie was an excellent cock sucker but it didn't take much to set Tim off at that point. He grunted and groaned and Millie pulled his cock out of her mouth and let seed spew onto her tits. None of the girls Tim had sex with had ever allowed him to cum on their tits. Millie milked Tim's cock dry as she stroked his perineum and fondled his taut ball sac. When he was done shooting, she began to nibble on his cock head again, Tim couldn't take the sensations that ran through his body and he backed away from Millie. Tim's cock was still hard and stiff even though he had just cum but Millie now turned her attention to Ryan purposely leaving Rick until last.

Millie duplicated her routine with Ryan but he was so excited that he came on her tits as soon as she touched his cock. Both Tim and Ryan had cum in buckets and Millie was pleased the volume of their youthful discharges. Her tits were covered with semen. Now she turned her attention to Rick and she was anxious to see his big cock. Rick already had a raging hard-on when Millie grasped the waistband of his boxer shorts and began to pull them down his legs. Just as she planned, his cock got caught in the waistband of his boxers and sprang free as the elastic passed over it. His cock dangled in front of Millie's face and she thought again about how much she loved to watch a cock spring free as she pulled a boy's shorts down.

Rick stood by the Millie with his erect cock standing straight out from his body. Rick was proud of his body and he stood still letting Millie admire his cock before she made his next move. Millie stared hungrily at his huge cock and then reached out with her hand to stroke it. She marveled at its size and compared it to the other boy's dicks. Rick sighed as she slowly masturbated him and toyed with him.

Millie leaned forward and her tongue snaked out and lapped at Rick's ball sac lightly, then she gently licked up and down his shaft. Her tongue circled his cock head as she slowly took the head of his penis into her mouth. Her lips slid further down the shaft as she was able to take half of his cock in her mouth drawing a moan from him. They hadn't spoken a word to each other since the foreplay began. Millie began to bob her head back and forth on his cock, sucking hard on his huge member and testing her gag line. She was able to get about six of his eight inches in her mouth. Millie slurped loudly on Rick's dick as her soft lips glided smoothly up and down his long cock.

Rick stood rigid before the shapely Millie as she sucked ravenously on his oversized cock. Her hand cupped his balls and gently caressed them as her tongue licked at the head of his dick each time it came out of her mouth. Rick placed his hands on the back of her head and guided her as she gave him an incredible blowjob. He loved the way she sucked his cock. She was so hot and he couldn't believe his good fortune as he watched her pretty face and sensuous mouth. Millie kept her eyes closed with her lips snugly wrapped around his shaft as she bobbed back and forth. She was still incredibly turned on and her pussy was soaked. Millie was so enamored with his impressive cock and she loved to suck on it. Millie was desperate to please Rick as she had Tim and Ryan. Millie wanted this to be Rick's best blow job ever and she put all her efforts into it and it did not take long to bring Rick to the edge.

Rick announced that he was cumming and he pulled his cock from her mouth. She could feel his cock jerk in her hand as volley after volley bounced off her tits. Then Millie squeezed more cum out the end of his dick. Millie wrapped her lips around it and sucked his man juice dry. She nibbled on his dick head causing him to shiver and he pushed her away. Rick's cock stayed hard and Millie marveled at the impressive organ before her. Then she looked at Tim and Ryan who were also still hard. Her tits were drenched with the three youthful ejaculations.

Millie then told the boys to caress her body and they did as they were told, feeling her tits, cupping her ass and touching her pussy. As they fondled her tits they rubbed their semen into her body as if it were a body lotion. The boys then had hands on her ass and fingers in her pussy as they fondled her tits. Millie let her hands dance around their cocks and abdomens. Every time she touch them lightly or gently scraped them with her finger nails, the boys bodies jerked with uncontrollable reflex actions. Millie eventually led them to her bed and the games began. Tim was the first one between Millie's legs. He was rock hard and he eased his impressive cock into Millie's pussy. Millie gasped when she felt the big cock enter her and she wrapped her legs around Tim's torso.

"Oh my you are a big boy, aren't you?" Millie sighed.

Tim started pounding away at her pussy with his big cock as he was really turned on and close to cumming. Then his body stiffened just before he pulled out and ejaculated onto Millie's cunt. Millie held the student tightly with her arms and legs as he shot streams of cum up between their bodies. Even though Tim came quickly, Millie knew that she was in for a long day with the three boys. It was not uncommon for Millie's young virile boys to cum four or five times in one day. Tim moved off of Millie and Ryan was there immediately to take his place. Millie felt another big cock fill her cunt and she wrapped her legs and arms around Ryan.

"Oh you are big too," she gasped.

Ryan fucked Millie with rapid strokes as he too would not last long. His body soon stiffened and then he covered Millie's cunt with his load. As soon as Ryan moved out of the way, Rick was in her and he too fucked her hard and fast before shooting his load onto her pussy. Millie put Rick's cock back in her pussy as she orgasmed. She wrapped her arms and legs around Rick and squeezed his body as she climaxed. Rick felt her cunt muscles working his cock as she came. Rick let Millie relax before he pulled his cock from her pussy. The three boys watched as cum trickled down Millie's cunt and coated her inner thighs.

All three boys were erect and their big cocks dangled in front of them. Millie stared at the impressive cocks that were above average size. She guessed Tim and Ryan to be in the range of 7-8 inches long and at least 5 inches around. Rick was a little longer and thicker than the other two boys. Millie liked cocks this size but she did not like real small cocks nor did she like cocks that were too big. Millie had had plenty of big dicks when she was a porn star. Millie beckoned Tim back between her legs and he slipped his cock into her cum drenched cunt.

Millie knew that Tim would last longer this time and that she would probably orgasm again before he came. Millie told Ryan and Rick to get on either side of her at the head of the bed. Ryan knelt along side Millie's head on one side and offered his cock to her mouth. Millie turned her head to one side and took the big dick in her mouth. Rick moved to the other side of her head and Millie took turns sucking on Rick's and Ryan's cocks as Tim fucked her. Millie had multiple orgasms before Tim came again. Then Millie said it was Ryan's turn to fuck her again while she sucked Tim's cock clean of their combined juices.

Millie sucked on Rick's cock and Tim's cock as Ryan fucked her silly. Millie had more orgasms and she felt weak and lifeless by the time Ryan fired a barrage of cum onto her pussy again. Then it was Rick's turn even though Millie had almost nothing left. She lay almost lifeless as Rick fucked her until he came again.

"Oh you boys have worn me out. I need to rest awhile. Go to the kitchen and you will find sandwiches in the refrigerator for you. There is also beer and soda for you to drink," Millie offered.

The three boys threw on their underwear and then went to Millie's kitchen to eat lunch and have a few beers. They were pleased that Millie had thought to have beer for them as they preferred that to soda. The beer was a real treat as they had no beer at the school. As the three boys ate lunch they discussed their good fortune. Not in a million years did they think that they would ever be having lunch in their nurse's kitchen after having fucked her brains out. As they talked about Millie they got excited again and looked forward to more sex after lunch. They finished eating and drinking and then returned to the bedroom where they stripped off their undershorts again. Millie was pleased to see the virile teenagers again and she was ready for them.

"Would you boys like to try something different? Would you like to put it in my bottom," Millie asked.

The three boys then realized that she was asking them to butt fuck her. Only Rick had ever fucked a girl in the ass so he replied, "Oh yeah, I would love to fuck you in your hot ass again." Tim and Ryan just nodded yes as this would be a first for them.

"Tim I want you to go first and then Ryan and then Rick," Millie directed and then added, "You have to get me ready first."

Millie rolled over and raised her hips so that her shapely ass stuck up in the air. She handed Tim a bottle of lotion and told him to make sure that she was nice and slick. Rick coached Tim who then got behind Millie and began to fondle her ass and tease her nether hole. Ryan got in front of Millie as he was told and fed his cock to her mouth. Millie sucked on the big dick as Tim fingered her asshole and pussy at the Ryan time. As Rick had told him to do, Tim had put an ample amount of lotion in her asshole and his finger moved around easily. Satisfied that she was ready, Rick told Tim to put lotion on his cock, spit in his hand making his cock very slick. Tim then knelt behind Millie and eased his cock into her asshole. Millie gasped on Ryan's cock when she felt the big cock worm its way onto her ass.

Millie had been butt fucked many times before so there was no pain for her just that familiar sense of fullness. Tim fucked her slowly as he fucked his first ass. He was mesmerized by his cock sliding in and out of her beautiful ass. Tim thought that it was the most erotic sight he had ever seen. As Millie sucked on Ryan's cock, Rick moved along side her and he played with her big tits as they hung down toward the bed. Tim tried to prolong fucking her ass as he loved watching his big cock slide in and out of her anal passage. He squeezed her fleshy buttocks as he fucked her ass and he like to see them jiggle when his thighs slapped against them. Millie wanted Tim to cum on her ass as she loved the wicked feeling of cum landing on her buttocks.

Millie felt Ryan's cock pulsate in her mouth and she sensed that he would cum before Tim came. Ryan held Millie's head gently in his hands as he erupted on her face. Even though it was his third load there was still plenty of it. Ryan's ejaculation finally subsided and Millie then sucked on his cock gently milking the remaining cum from his shaft.

Millie then felt the first jolt of cum shoot right at her anus as Tim began to ejaculate aiming his cock at her asshole. He fired five or six streams onto her anus and buttocks before the barrage stopped. Tim then pushed his cock back in her ass. Millie felt the fullness in her ass again and she used her anal muscles to squeeze every last drop of cum from Tim's cock. His cock eventually softened and slipped from her asshole with an audible pop. Millie relaxed for a minute and she felt Tim's cum trickle down her buttocks and inner thighs.

Millie did not relax long though as Rick was behind Millie and he pushed his impressive cock into her ass. Rick was excited to be in her ass again and he fucked it fast and furious. Rick too loved the way her buttocks jiggled as he slammed into her seeking another ejaculation. Millie was presented with Tim's cock to suck clean as Rick drilled her ass. Millie sucked on Tim's soft cock and she liked the feel of it in her mouth. Then she felt Rick stiffen, pull out and cum on her ass. Once again she was taken with the force and the amount of semen that the boys generated when they ejaculated on her.

The boys left the bedroom again and went to the kitchen to get another beer and relax for a few minutes. When they returned to Millie's room they were ready for more action even though they had all cum three times already. Millie wanted three cocks in her at the same time and Ryan said that he wanted her ass this time. Millie directed the action and she maneuvered into position as her pussy was guided onto Tim's cock as he lay on his back. Then Ryan shoved his lubricated cock into her ass and Rick pushed his cock into her mouth. Millie allowed herself to be used by her three students and this time she was thankful to have a cock in her pussy again. She too was horny again and her clit needed a good scraping.

The three boys fucked Millie for a long time before they finally came again. This time they did not pull out but Millie was too turned on and too exhausted to protest. She had had multiple orgasms and she had collapsed on Tim underneath her. Millie had nothing left and she lay still as the three boys sought their pleasure. Her mouth just closed around Rick's cock as he fucked her face until he came in her mouth. Instinctively she spit out his load. Ryan was the next to cum and he shot his wad in her ass. Finally Tim came in her pussy and then a sated and exhausted Millie moved off of him and lay face down on the bed. Cum was oozing from her asshole and her pussy.

Just looking at her, laying face down with her beautiful well fucked ass oozing cum, the boys got all excited again. Even though they had each cum four times their cocks were still hard and ready for action. They decided to fuck Millie in the ass again before they left. They pulled her up by her hips and then Tim knelt behind her and slipped his cock back into her ass. Ryan and Rick fondled her tits and played with her pussy as Tim fucked her ass again. It took quite awhile for Tim to cum again but he was in no rush as he loved fucking her in the ass and watching his cock slide in and out. Finally he did cum and Millie's anal muscles instinctively milked his cock dry.

Then Ryan took his place and fucked her ass until he came while Tim and Rick toyed with Millie's hot body. Finally it was Rick once more and he drilled her ass hard and fast. Tim and Ryan cheered Rick on as they watched his big cock slam into Millie's ass. Millie grunted each time the big dick filled her ass. Her shapely ass cheeks jiggled to the boy's delight as Rick pounded her bottom. It seemed that it was hours before Rick ejaculated into Millie's asshole and when he did he shoved his cock in all the way. Millie used her anal muscles to squeeze the large cock and milk it dry.

Rick eased his cock from her ass and Millie flopped down on her bed. The boys looked at her beautiful well fucked body as they dressed. They knew they would never look at their school nurse the same way again and they wondered how they would react when they saw her in school. The three boys dressed and then quietly left the bedroom as it seemed that Millie had passed out from exhaustion. They each grabbed another beer from the kitchen and then left the house.

Millie lay perfectly still in bed as she reflected on the day. It had gone even better than she hoped and she was pleased with the three students. They proved to be the very virile and capable sex partners that she had hoped they would be. She had been thoroughly fucked and she had had multiple orgasms. She was happy that they loved her ass so much and that they fucked it so many times. Millie eased her body out of bed and made her way to the bathroom to prepare a hot bath for herself. She added the bath beads as she planned to soak for hours. She opened a bottle of wine and sank down into the warm water and relaxed in the tingling bubbles.

Millie stayed in her bath for over an hour and finished her bottle of wine. She then got out of the tub, dried off and put on a terry robe. Millie changed the bed sheets on her bed as they were covered with dried semen. Her bedroom smelled of sex so she opened the windows to air it out. Then Millie crawled in bed naked and turned on the TV. She remembered to set the alarm before she dozed off to sleep. Monday would start another week at Astor Heights and she wondered who would come to her office with a swelling that needed attention.
In Chapter Two Andy will return to the nurse's office to receive more of Millie's special treatment. We will also meet some of the faculty and other students and learn what else goes on at the academy. Jill will also have a special visitor.