Leo hunched forward and hung his head as Ms. Amandine’s voice droned on, his hands clasped together between his knees as he waited for her lecture to end. Endless words tumbled through his head as they passed from one ear to the other like cars going through a tunnel, just noise in the darkness as he closed his eyes.

Minutes felt like hours and time slowed to a snail’s pace each time he attended her class. Not a subject he needed or had interest in, just the additional course to meet requirements for his degree and the only option available this term.

Thoughts of last weekend played in his mind, images of the two little blondes from Economics sucking his cock as he stood above them.

It emerged as a video clip, the pair kneeling on the floor below him, two mouths and two tongues slurping and swirling until he sprayed his pearly jizz on their pretty faces. Bright eyes and smiles as he rubbed his swollen meat across their chins, smiling to himself as they shared a cum-covered kiss.

His cock hardened and became uncomfortable in his pants. He shook his head to clear the images and sat back in an attempt to actually listen. Leo found his mind wandering as he watched her strut around, thinking of how she was so full of herself, so condescending, such a bitch.

Hasn't had a good fuck in forty years, he thought to himself.

She was older than his mom, always wore her hair in a tight bun and loose-fitting pantsuits with long-sleeved jackets. The picture of a spinster in his mind, an old woman with an attitude and no sex appeal. He had noticed her aloofness with others in the class, showing no interest in small talk with anyone who approached her and seldom cracking a smile.

Ha, maybe I should offer to toss her a bone, he thought to himself, a wry smile developing at the idea.

He watched her with interest now, the thought of giving her a solid fucking likely getting him a free pass on this class. His looks and charm had worked on numerous women, his large cock and skills in bed appreciated by the various girls he had seduced easily.

Why not? Leo decided.

He made sure to be obvious in paying attention, noticing her glance his way more often than usual. Each time he gave her a bright smile and tried to get her eyes locked on his. When it happened she paused, stumbling over a few words before looking away and continuing.

As the class ended he grabbed his bag and strolled to the front, waiting behind the girls peppering her with questions and comments. He watched as she answered with precision and quickly dismissed them.

One lingered, Leo recognizing the look of unrequited desire on her face as she spoke quietly in some sort of appeal. Ms. Amandine gave her a slight smile and a shake of her head. A look of disappointment crossed the young brunette's face as she gave a light shrug and walked away, leaving them alone in the lecture hall.

Ms. Amandine turned to Leo with a questioning look on her face. He was surprised to find himself eye to eye with her, not realizing she was as tall as he was. Her dark eyes looked directly into his.

"Can I be of assistance to you, Mr. Mayer?"

"Actually, I thought maybe I could be of assistance to you?" Leo replied with a sly grin.

"Perhaps, you mean," she corrected.

"Perhaps?"

"Yes, perhaps, not maybe. Perhaps."

"I thought perhaps I could be of assistance to you," Leo replied.

"Possibly. Perchance. Conceivably," she replied in a solemn tone. "Any of those are a better option than maybe."

Bitch.

"Now, how do you imagine you could be of assistance?" she inquired as she glanced at her watch.

"Well, I've noticed you seem a little... uptight," he started. "I thought I could help you with your stress... perhaps help you relax and have some fun."

Her eyebrows raised slightly and she leaned back against the table, crossing her arms across her chest. She looked him over from head to toe with a sly grin on her face.

"I assume from your posturing and tone that you are referring to something physical?" she replied. "Perhaps you think I could use a good fuck from a young man such as yourself?"

Leo paused for a moment, slightly flustered, and gathered his confidence back. It did not go unnoticed.

"Or am I incorrect?" she continued. "Perhaps I misread your earlier actions as an attempt at flirting?"

"No, you are right," he answered with a smile.

"I am correct. Right is the opposite of left."

"Sorry" he replied. "You are correct. I was flirting with you."

"Hmm, intriguing," she said quietly. "So you assume that I would have sexual interest in you?"

"I hoped, not assumed," Leo admitted.

"Fair enough," she replied with a smile. "You are a handsome young man, known to be popular with the numerous young women that attend this institution. Rumor is they find you very appealing, possibly... irresistible. It would make sense that you may believe the rumors."

Leo felt both complimented and insulted at the same time as she stared into his eyes, a little smirk on her face as he unraveled what she had said.

She uncrossed her arms and turned to the table before Leo could reply. With a quick flourish, she scribbled on a note pad, tore off the page and turned back to him, stopping with her face inches from his. Leo caught a scent of perfume, light but musky, as she leaned in close.

"I believe this discussion is best continued elsewhere," she said in a low voice. "Be here tonight, eight o'clock sharp, and we will discuss your proposal."

"Eight tonight," he repeated.

"Yes, no sooner. I will be out for dinner prior to that," she explained as she picked up her bag from the table. "I actually do have a social aspect to my life, despite your assumptions."

Leo watched as she walked away and left him standing in the empty room. He looked at the address on the note before tucking it into his pocket.

*****

Leo had put on his black dress pants and a grey dress shirt after much consideration, concluding that an older woman would be more appreciative of that style of dress than of his usual jeans and casual shirt. He had showered, trimmed his short beard and dabbed on his favorite cologne as he prepared himself.

He waited for only a moment after knocking for the door to open. Ms. Amandine gestured for him to enter and closed the door behind him.

"Welcome." She smiled. "Please remove your shoes."

Leo stared at the woman in front of him. Her long hair was down and she wore a snug gray skirt, a blue blouse and four inch heels. A wide black belt of leather cinched above her hips and accented the real curves of her mature body. She towered over him and bore little resemblance to the aging spinster he was expecting. Her wry smile exposed that his reaction was expected.

"Well, don't you appear dashing, Mr. Mayer," she complimented. "A vast improvement over your usual choice of attire."

Once more Leo felt both complimented and insulted, but also proud to receive affirmation on his choice of clothes.

"Leo. Please call me Leo," he replied. "And thank you."

"Leo, then," she agreed as she walked into the living room and gestured at the couch.

He took a seat as she disappeared around the corner, setting his elbows on his knees and leaning forward with his hands clasped together. She reappeared with a glass in her hand and stopped in front him, holding it out to him just far enough away that he had to reach out to take it. He sat back and looked at the golden liquid.

"Canadian whiskey, neat," she explained. "A gentleman's drink."

She took a seat across from him, leaning back into the brown leather as she crossed her legs. Shapely legs encased in nylon appeared in view, the polished stilettos gleaming. He took a sip from the glass as his eyes moved past her knees and to her thighs until they disappeared under the grey material.

"I see you find my legs appealing," she announced as she sipped from her glass.

"Yes," he replied with a smile. "I do."

"My shoes?"

"Yes."

"Hmm," she mused as she slipped the left stiletto off and let it fall to the floor.

Leo took another large sip and cradled the glass in his hands as the legs uncrossed and crossed again, giving him a glimpse of bare thigh above the nylon. The other shoe dropped to the floor with a light thud.

"So... you feel that you are capable of fulfilling my needs and desires," she said with a grin. "That you can help relieve my 'stress', as you put it."

Leo smiled and nodded. "Oh, yes, I think I can help with that."

"You are a very confident young man, Mr. Mayer. Leo."

"I know what women enjoy, so yes," he replied proudly.

"You know what I enjoy, Leo? A nice foot rub," she stated as she stretched her leg out and wiggled her toes, the light polish on her nails showing through the nylon.

Leo put his glass down and knelt on the floor in front of her, taking the offered foot in his hands. His thumbs pressed into the sole as he began massaging, his efforts rewarded with a light moan of approval.

"Toes as well, Leo."

Leo rubbed her toes one at a time as he slid his hand higher up her thigh, lifting her leg enough to glimpse the shimmering blue material nestled between her thighs.

"Give them each a good suck," she demanded. "Then do the other foot."

Leo paused for a moment and looked up at her. He had never sucked on toes before.

"Go on," she urged gently. "Do as you are told."

He moved his mouth close and tentatively closed his lips on the nylon-covered toes, inhaling the aroma as he began to mouth them.

"Yes, that's better," she praised. "Give them a good suck, like those young girls suck your cock."

The sudden change in demeanor and tone of her voice surprised and enthralled him. His mouth surrounded the largest toe and he began sucking as she continued.

"There you go. Suck it, suck it good. Take it all in your mouth."

He felt excited as the words he had spoken now fell on his ears, guiding him as he had guided others.

"Now the other foot."

He turned his attention to the other foot, cupping her calf in one hand and massaging her foot with the other. He worked slowly and soon found himself sucking on the toes as she prodded him on.

"Yes, just like that. Ooh, give it a good sucking, Leo."

She moaned quietly as he took the entire toe into his mouth and sucked it like it was a little cock, amazed at how exciting he found it.

"Hmm, let's see what else that mouth can do," she said as she pulled her leg away. "Satisfy me."

Leo was surprised at the direct way she told him what to do, the tone of her voice telling him it was a command, not a request. Her legs parted as she slid down in the chair slightly, her satin-covered cunt now fully visible as he moved between her thighs. Her fingers pulled the material aside and revealed a glistening pout fringed with light hairs.

Leo moved in close and flicked his tongue out, taking a taste from between the plump folds before diving in. He worked his tongue and mouth vigorously, intending to prove his skills as she pushed her cunt into his face.

"Satisfy me, Leo. Show me what you can do."

He licked furiously trying to bring her to orgasm as she prompted him along.

"Push it in there... yes, like that. Move up a little, focus on my clit with that twirling tongue of yours."

Leo did as instructed, buzzing his tongue over the swollen nub.

"Take it between your lips! Suck it!"

He followed instructions and was rewarded with a wet face and loud moans as he finally brought her to climax, feeling her buck into him as the orgasm peaked. With a shudder, she relaxed and pushed his head away.

"Nicely done," she praised. "But I believe you could do better."

Leo's ego took a slight bruising at the pronouncement. He had always been highly praised on his oral prowess.

"Oh, don't pout, Leo," she admonished as she stood up. "It's very unbecoming. Now finish your drink, I will just be a moment."

Leo stayed kneeling on the floor as he drained his glass. He placed the empty glass on the coffee table, wiped his mouth with the back of his hand and stood up. He heard her beckon from the other room.

"Come here, Leo."

It was not an invitation. He was now becoming annoyed by her demands, shaking his head as he walked towards her voice.

"In here."

He walked into the room and stopped abruptly. She was now wearing black leather gloves and holding a black leather belt covered in silver studs.

The walls were lined with belts and tethers of various sizes, an assortment of chains and what appeared to be whips and canes. There was a dining room chair with armrests on one side of the room and a long narrow bench with a brown leather padded cushion on the other. In between was a wooden rack of some type, with one large hole in the middle and a smaller one on each side.

"Remove your clothes, Leo," she instructed as she closed the door behind him.

He paused for a moment, unsure of what was happening, and began to speak. Her finger went to his lips, the cold leather pressing against his mouth.

"Remove. Your. Clothes," she repeated impatiently. "Then take a seat in the chair."

"I... I... uh" he stammered.

She stepped close and put her arms around his neck. He felt the coldness of the studded belt on his neck as she pulled it tight and leaned in close. He began sweating and trembled slightly as she brushed her lips against his and pulled the belt tighter.

"Time for a proper education, Mr. Mayer," she whispered in his ear.

He swallowed as her warm breath caressed his neck and her teeth grazed his ear lobe.

"Now do as you're told," she growled as she bit down.

He winced as her teeth pinched tight on his ear lobe and quickly began to undress as she released the pressure. She stepped away, the edge of the belt leaving a slightly singed line in his skin as she zipped it off of his neck. The belt hung loose in her hand, swaying menacingly as he stepped out of his pants.

"Silk boxers," she commented. "Very stylish."

He looked at her sheepishly as he pulled his socks off and stood up, hesitating for a moment before removing his boxers. He jumped as the belt suddenly whipped past and felt a little sting on his outer thigh where it grazed the skin. He quickly removed the boxers and stood still. His cock was fully erect.

"Very appealing," Ms. Amandine purred as she slowly circled him. "Fit, trim, nicely equipped."

He felt the cool touch of her glove on his shoulder as her hand began to roam over his back and down to his ass. She gave a gentle squeeze.

"Firm… very nice," she praised as he felt her hand pat his cheek.

She leaned her mouth to his ear as her hand moved to the front and grasped his cock.

"So hard already," she whispered as she squeezed. "I get the impression that you find all of this rather titillating. Now have a seat in the chair."

Leo moved to the chair and sat down as she moved to the wall, hung up the belt and gathered some thin leather tethers.

"Uh, what are those for?" he asked nervously.

"These?" she replied as she held her hand out to him. "These are for your wrists and ankles."

Leo swallowed as she began to secure his wrists to the arms of the chair. Soon he was restrained, his wrists and ankles tethered tightly to the arms and legs of the chair. She gave each one a tug before putting her hands on his knees and leaning in to him.

His eyes were drawn to the swaying cleavage as the blouse fell open and once more his cock swelled to full hardness. She smirked and shook her shoulders, making the generous pillows jiggle in front of his hungry eyes.

One hand found his swollen cock and her gloved finger swirled around the tip as she moved to his side, pulled his face towards her and pressed her ample bosom into his face. She held him tight, smothering him with her breasts as she teased his swollen member with her fingers.

Leo's cock twitched and pulsed as her fingers teased him until he was close to exploding.

She pulled his head away, letting him take a gasp of air as she turned to look at the clock. She took her hands away and moved to the door, opening it without a word before leaving the room. It closed behind her and Leo sat in the quiet room while his cock strained, his impending orgasm now delayed.

The door opened and she returned to the room with a tall, slim black man in his thirties. He was dressed in a dark suit and a crisp white shirt.

"Leo, this is Clarence," Ms. Amandine introduced. "Clarence, this is Leo."

"Hello, Leo."

"Uh... hello, Clarence," Leo replied nervously. What the fuck?

"Clarence is another student of mine," she explained. "Well, a former student at the institute, now a personal student."

As she spoke Clarence removed his clothes, folding them neatly and putting them in a stack on the floor. He topped it with his boxers and socks before turning towards Leo. His cock was long and meaty, at least ten inches in Leo's opinion, and he slowly stroked it as he stood waiting.

"Clarence is here for his scheduled lesson," she continued as she moved to the wall and took a small silver chain down. "He is in the advanced class, and due to his... personal desires... has no qualms about being observed."

She moved close to him and held up one end of the thin chain, attaching a small clamp to one of his nipples.

"Is that an accurate statement, Clarence?"

"Yes, Ms. Amandine," he replied as she attached a second to the other nipple. "That is an accurate statement."

A long strand of chain hung down and Leo watched in amazement as she lifted his cock and attached another clamp to his heavy ball sack. She gave a gentle tug, making Clarence wince before she returned to the wall and took down a long, thin baton of some sort. Tapping it on her open palm she paused and rubbed it on Leo's still-hard cock, teasing him with its tip along his sensitive underside.

"The Pillory, Clarence," Ms. Amandine instructed as she teased Leo.

Clarence approached the Pillory, lifted the top and placed his head in the center and each wrist in the smaller holes. Ms. Amandine gave Leo's member a sharp whack with the baton, which he found both painful and enthralling, before moving over and closing the top of the pillory. She flipped a small latch over and Clarence was now locked in, hunched over and unable to move.

Leo winced as he watched her hook the chain with the baton and twitch it, making Clarence's dangling ball sack jerk with the movements of the chain. Ms. Amandine looked over at Leo as she did it again, a serious look on her face.

"Don't worry, Leo," she assured him. "This is just an orientation session for you, and Clarence has politely agreed to a shorter session. Is that a correct statement, Clarence?"

"Yes, Ms. Amandine," he quickly replied. "That is a correct statement."

Her hand moved the crop away and let the chain go slack.

"Thank you for the confirmation, Clarence," she said politely as the baton whistled through the air towards his buttocks.

"You are welcome, Ms. Amandine," he replied through clenched teeth as the baton stung his meaty cheek.

With slow and graceful movements she passed by Leo, running the baton gingerly along the side of his face as she returned to the wall. Leo turned his head to watch her, seeing her place the baton back and pick up a wide paddle. It twirled in her hand as she stopped in front of Leo and smiled. She glanced at Clarence while undoing the remaining buttons on her shirt.

"Well, you certainly seem able to maintain your composure," she praised as she looked down at Leo’s still-erect cock.

Her shirt parted and her now unrestrained breasts fell into view, swaying gently as she leaned forward. Her erect nipples grazed the tip of his cock as she slowly moved side to side, the generous pillows fueling Leo's need to cum. Droplets formed on the swollen tip and she dabbed them off with her fat nipples before standing up.

"Have patience, Leo."

She turned her attention to Clarence, reaching around his leg and stroking his huge cock with her gloved hand as she pressed her crotch into his hip. Leo watched the paddle rise and quickly fall, the loud slap echoing through the room as it made contact. Clarence twitched as the paddle came down again and landed in the same spot as the first blow, letting out a grunt as it fell for the third time.

His swollen cock began to seep and Leo could see a string of pre-cum dangling from the fat, swollen tip as Ms. Amandine kept stroking his massive shaft.

"Have you completed the assignments I gave you?" she asked.

"Yes, Ms. Amandine," Clarence answered.

The paddle whistled through the air and another slap echoed in the room.

"Yes, Ms. Amandine!" he exclaimed. "I have completed the assignments you gave me."

"Good. You see how important it is to reply correctly, Leo?"

"Yes, I do," Leo replied. "Ms. Amandine," he quickly added.

She smiled at him. "You are a quick learner, I see."

She suddenly paddled Clarence's ass numerous times in quick succession, the blows falling fast and the slaps sounding like hands clapping. She gripped Clarence by the balls and squeezed as she paddled, forcing out grunts and groans as Leo stared in amazement.

"Are you ready, Clarence?" she asked.

"Yes, Ms. Amandine. I am ready!"

She dropped the paddle to the floor, released his balls and moved behind him. Dropping to her knees she reached between his legs and grabbed his swollen cock with both hands, jerking it furiously as he let out a deep groan. Huge streams of cum erupted, rope after rope of his creamy jizz spraying across the floor and onto the base of the pillory as she milked his huge, swollen cock. Leo had never seen so much cum.

Clarence's legs wobbled and he struggled to stay up as the huge climax emptied him out. He moaned as she squeezed the last few drops from him, her hand squishing the fat tip until there was nothing remaining. She let his cock go and stood up, gently rubbing her hands across his lower back and ass as he relaxed and his breathing slowed.

"Are you satisfied, Clarence?"

"Yes, Ms. Amandine," he replied quietly. "I am satisfied."

Her hand flipped the latch and she released him from the pillory, allowing him to stand up and stretch. He glanced at Leo before moving to the door and dressing in silence as she hung the paddle back on the wall. Without another word he left.

"Now, Leo," she began as she stood in front of him. "I see you enjoyed the show."

His cock was rock hard and seeping, straining like a bratwurst on the grill, ready to burst open.

"Yes, Ms. Amandine," he answered. "I did enjoy the show."

"Well, well, you are an eager student, " she said with a big smile as she lifted her skirt. "As you have excelled in class today I think you are entitled to something special."

She turned around with her skirt at her waist, pulled down the blue satin panties and lowered herself down onto his waiting cock, wiggling her hips as she took him inside. Her wet cunt slowly enveloped him, the silky heat and slick wetness engorging him even further. She sat still for a few moments before beginning to slowly rock back and forth, massaging his prick with her insides as he felt the pressure build to an uncontrollable level.

"You may cum now, Leo," she urged. "I am ready."

Leo let out a deep, guttural groan as he erupted, thrusting his hips wildly as his balls emptied out and the massive orgasm squeezed his entire core.

He heard her moan with pleasure and saw her quivering as he pumped his huge load into her grasping cunt, wishing he could grab her generous breasts or hold her curvy hips.

She kept moving, grinding into him as the fluids began to push out and stream down his balls as he gasped and began to catch his breath.

She slowly rose up, releasing him from her grip and he felt the gush of his semen as it ran out of her. She paused for a moment before standing and then turned to face him.

"Well done, Leo," she praised with a smile.

"Thank you, Ms. Amandine," he panted.

"That completes our orientation session," she announced as she straightened her skirt and did up the buttons on her blouse.

"Would you like to continue with furthering your education, Mr. Mayer?"

"Yes, Ms. Amandine, I would."

"Very well. I will arrange a schedule for you."

Leo waited patiently as she shook out her hair and straightened the collar on her blouse. She gave him a wry smile as she crouched down and untied the tethers.

His eyes followed her as she strode to the small table along the wall. She peeled off the gloves and dropped them on the table before picking up a small remote.

“I record all sessions,” she said as she pointed it at the camera in the corner.

Leo had not noticed it.

“That way I can review and monitor my student’s progress.”

After placing the remote down she looked at the clock and went to the door, pausing as she opened it.

“I have work to do. I suggest that you review your e-mails tonight, I will be sending you some documents to print out. Please review them closely before signing and returning them to me. Once I receive them I will send you the schedule. Understand, Mr. Mayer?”

“Yes, Ms. Amandine, I understand,” he replied quietly as he nodded.

“Good. You may leave when you are ready. Good evening, Mr. Mayer.”

She disappeared through the doorway, leaving the door open and Leo alone in the room. He sat in the chair naked and spent, contemplating what he was getting himself into.