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Episode 53: The Word is SEX. :D
A 53 minute episode. Of SexyTime.

Lesson 2: The Art of Foreplay


'This All Feels to Real..' Maka's thoughts were interrupted as her teacher started to feel and grope her newly grown breasts. 'No More Tiny-Tits anymore..' Maka thought again, she had went from a Flatter than A chest, to a C. Soul lost the nickname and started teasing her about becoming the next Blaire, and when would she be jumping in front of him. Her thoughts faded as quickly as they came as Stein's big hands were able to fully hold her chest, with one in each he massaged them, and rolled his thumb over the nipple softly. A small moan escaped from Maka's small mouth. Maka, unable to know how to deal with the situation, pondered about what she should do. 'Should I, let him finish…or should I just push him away..?' Her thoughts quickly ceased when reality hit her that Stein was a master meister, and could break her into a million pieces. Maka came back to the situation at hand when she had realized that Stein was fumbling over Maka's small buttoned black overcoat. She sighed and tried to stifle a laugh, his big hands couldn't undo the buttons, and she decided to go with it. She had no other choice, it was either submit, or get forcibly raped. She unbuttoned her black coat, as Stein worked on his own shirt, his chair already gone somewhere in the room. As she threw her yellow vest over her head, and unbuttoned the shirt under that, she was finally left in her skirt and bra. She looked up to her Professor, who looked down at her, and started to take his glasses off.

'N-No!' Maka's voice was louder than she intended it to be.

'W-what Maka?' Stein's voice had shaken a bit with the force of her voice ringing in his ears.

'Don't take them off.' She looked to the side. 'I, I like them.' Her face went a new shade of red as Stein smirked.

'Alright, I'll keep them on, just for you.' He picked Maka up, and set her on the desk, looking into her eyes, his seemed to be asking for permission. Maka, not knowing for what, gave a nod. Stein unhooked the white frilly bra that Maka had on, and took the right in his mouth, his tongue swirling around the nipple every once and awhile nibbling on it. His other hand didn't let the left go alone, fondling it and teasing the nipple he took it in between his thumb and index finger, squeezing the turning it. Maka acceptance showed as she voiced moans that weren't letting back.

'Maka, are you a virgin?' Stein looked up at her, his mouth off the mound of flesh that hung from Maka's chest. Maka nodded, and Stein smirked. 'I can tell, you're so easily pleased. I find it extremely sexy.' She turned her head in embarrassment, as Stein continued his journey with Maka's mounds he whispered sweet words that comforted Maka and crushed every bit of fear and doubt she had. Stein realized this, and cupped Maka's face in his hands, crushing their lips together, to Stein's surprise he found Maka's tongue licking his bottom lip, asking for entrance. He gladly let her in, and their tongue's danced together. Breaking away was Maka, for a gasp of air, and Stein tried to stifle a laugh. 'Was That..?' Stein questioned. Maka's blush returned to her face.

"Y-yes..." Stein smirked, and laughed a bit.

"You're very good for a beginner." He was cut off before he could say anything as Maka put her arms around his neck, pulling him in for another kiss. While pulling him in, she gasped as she felt something hard graze over her small thigh. She broke the kiss and looked at him, Stein, looking at her with confusion and realized the problem. 'That's right, you've never..' Maka shook her head, before Stein could comprehend the situation, she was already working on his pants, they were in the way anyway. Pulling them off, Stein stepped out of them only left in green and white stripped boxers.

'Now that's not fair...' Stein started she found the zipper to her skirt and pulled it down quickly. Revealing a pair of white cotton panties, with a small flower near the hem, Maka looked to the side, wishing she would have worn the pair that was just plain white.

"Those are cute Maka, don't be embarrassed." Stein bent down and kissed the small pink flower, as Maka emitted a small moan. Stein started to pull the white annoyance away and once it was he looked at Maka's womenhood in a stunned amazement. "Maka, you're beautiful."

Maka's face blushed crimson, she didn't know what to expect, but as Stein's tongue entered her Maka screamed out Stein's name. He continued to entrance her as his flexible muscle slid up and sown her slit. He nibbled at the pearl, and Maka let out a moan of pleasure. He looked up to see her red face, and he looked at her with a pleading eyes. Maka's eyes seem to shake, and she finally spoke. "Stein, please more.." Stein quickly obliged, he waved 3 fingers in front of Maka's face. She slowly took them into her mouth, swirling them around she pulled them out quickly with a 'pop' noise. He slowly pushed one of the saliva drenched fingers into her, letting Maka stretch to the newly entered phenomenon. Pain quickly subsided as it was replaced with pleasure. Stein plunged another digit in as Maka was getting bored one, quickly sliding them in and out making Maka wrap her legs around Stein's waist, begging for more. He groaned, as his member started going pass her thigh, still covered with his boxers. He smashed his 3rd finger into her and Maka screamed his name once more.

"Maka, you're spilling everywhere, everyone will have to redo their homework…" Maka had come, and she was shaking, her head was in his shoulders, breathing heavy as Stein smirked.

"Maka, you can't be so tired, we've still got one more lesson to go…" Stein had said slyly.