Disclaimer- This is a work of fiction. It has no basis on real events or the actors themselves. I do not encourage underage sex. In no way shape or form do I own this fandom.

Summary

Topanga has been giving Farkle dancing lessons for free and one day while they take a short break she offered another lesson and things quickly spiral out of control.

For the last three weeks Farkle has been taking private dancing lessons. Each lesson had his mind reeling afterwards and it wasn't due to the complexity of the dance moves that Mrs. Topanga Matthews choose to teach him in that particular lesson.

Each lesson was a different style of dance, Topanga as she requested to be called wanted to find the style best suited for him. Farkle believes it was to show off how many she has mastered as well as to have an excuse to dress up, as she believed dressing up in the proper costume helps him be in the right mind set, that's what she says but a suspicious voice in his head insist that was bogus. It might be for him but not for getting his mind on todays lessons.

Some of her dancing clothes was revealing too much skin or drew his mind to her well developed breast or her long sexy legs. He to had to dress up, but while dress up felt like a clown then a "confident handsome stud" as Topanga insisted he think of himself as when he first complained.

Then there are the times when he had to play the girl, thankfully he didn't had to dress up as one. Topanga hands always seemed to linger on him. He found himself enjoying it, but when the roles were reversed felt he was keeping his hand on her too long and Riley and his teacher, Cory Matthews, would be displeased so refrain from doing so, leading Topanga to reverse the roles once more, to elaborate where he went wrong. This sometimes lead her to tease that he purposely messed up so she had to touch him again, she always succeed in making him blush.

She has a marvelous laugh, he quickly discovered when the lessons first started. He made it a secret mission to make her laugh at least thrice in every lesson. Some of his jokes were lame but still she had the grace to laugh regardless.

So the various dance styles including the outfit, not knowing which ones will be taught for todays lesson what role he be playing or for how long and lastly all this was for free. She refused to be paid a single cent insisting her payment was having a good and fun time with him. All these things had him confused and kept him up at night trying to work out why she bothered with him at all.

This particular was much like the others except her hand was on his butt the entire time they dance. Then they had refreshment, she sat close to him, any closer and she might as well have been sitting on his lap.

"Your dancing is improving leaps and bounds Farkle" she commented, she never failed to dish out compliments stating he was in desperate need of confidence.

"It's all your doing"

"Pish posh" She replied. "You can lead a horse to water but you can't force it to drink"

"Err... yeah?"

"Farkle dancing is much like other sports, it requires a joint effort between you and your teammate, in this case your dance partner. As I told you before the men often leads and the girl follows his lead but it is still a joint effort and is not always the case. You are improving."

She patted his knee then left her hand there. Farkle looked at her hand then at her. He wondered if he should say something, perhaps asked why she touched his butt all during the lesson.

"Have you ever kissed a girl, I mean really kissed her?"

If he was drinking he would have sprayed his drink or choke on it.

"NO!"

"Kissed a boy?"

"Definitely not"

"Oh, well I'm pleased and a little sadden at that. Pleased that you are certainly into girls, sadden that I will never see the hot sight of you kissing a gorgeous boy"

"Topanga!"

"What? Guys get off watching two girls makeout so why can't I get excited watching two guys?"

"The girls are hot, seeing them kissing, one sucking the other tits, eating each other out. Boys doing it, gross"

"You are hot and I'm sure a boy that catches your eye will be just as hot and the body parts of what boys have is what I'm attracted too. But we getting off base here, you can now sweep a girl of her feet but you need to know how to make her swoon with your kisses"

... Farkle mind froze, is she suggesting what he think she was. She gave his knee a squeeze.

"We can spend 1 hour and 15 mins dancing then the last 15 minutes kissing. Cory and Stuart agreed its just a matter if your happy to practice kissing as well as dancing"

"Kissing with tongue?" She spoke to his dad and her husband about kissing him?

"Of course with tongue"

"You want to kiss me?"

She sighed.

"Why wouldn't I? You are cute, funny, ambitious, loyal"

So are dogs, he thought.

"Any girl would be lucky to be kissed by you, and so much more" she finished.

"More?" he moaned.

She grinned that grinned that he grew fond of, his cock raised a little, it seemed somehow dirtier then usual, the grin that is, not his cock.

"We talking about kissing here and already your planning on getting me out of my clothes" Topanga teased.

Farkle sputtered and tried to speak but failed miserably.

She caress the side of his face.

"Relax Farkle, I'm only teasing"

She leaned in and instinctively Farkle puckered up and closed his eyes.

"Every night when I returned from our lessons I imagined as doing so much more then dance and kiss" she whispered in his ear.

Farkle moaned, his mind cooking up images that he genuinely imaged she was implying. The hand that was on his knee travelled up his thighs.

"Say yes Farkle"

She stopped her hand before she reached his privates, his well now very hard private.

"Yes" he whispered, he seemed to lack air, but he couldn't bring himself to care.

Her lips was on his in a instant. She was in complete control. Her free hand was making itself at home, under his vest and shirt, exploring his modest chest, her other hand was groping him through his pants. Farkle would have liked to return the favor but his mind had shut down. The kiss was indeed was making his mind swoon, then there was the fact that a actual hot older woman was actually playing with his hard on, even if his pants acted as an barrier. She also had one hand up his shirt, her finger teasing his excited nipples.

He fought through the enjoyment knowing he be disappointed with himself if he just sat there and didn't do anything. So he slipped his tongue in her mouth and his hand travelled up the flapper dress she wore, her panties surprisingly felt wet. He nudge the material aside and traced her folds with his finger, moaning into the kiss at the thought he was actually touching a girl between her legs.

Topanga too was moaning though Farkle had no idea why, his finger wasn't inside her nor could it be the kiss.

"I want to see you naked" Topanga groaned out after they broke apart from kissing.

Topanga undress him and he undress her. It took him longer to get her naked even though she wore less, he just didn't comprehend the mechanics of unhooking her bra.

Naked in front of each other Farkle openly admired her nude form. She looked amazing and he said so, again she waved it off but he could tell she was fluttered. She got between his legs and got down low. She took a whiff of his arousal then took his entire shaft in her mouth in one go.

Farkle, a virgin had no chance of lasting and feed her his teen spunk in little time. Then she took a seat and spread her legs and Farkle used both hands to spread her folds out to expect his prize and locate her entrance and moaning at the hot sight before him went to work.

She tasted incredible and he lingered wanting this moment to last, he wanted her to tease herself recalling this very moment and doubted she ever will, but he will. His spent cock was hard already begging to replace his tongue, he stroke himself doubting Topanga would allow his cock to make itself home to her pussy. Topanga was playing with her breasts as he tongue fucked her.

"Oh baby! Yes! Yes! Fuck! Mmm"

Her moans and words sparred him on, his hand going faster on his rod. Her juices flowed more steadily, he swallowed when he needed to pleased at how well she tasted. With each passing minute he knew she be a reoccurring character in his fantasy and dreams.

"Oh, Oh, I'm gonna cum honey, Fuck"

He dived his tongue as deep as he could and wiggled it. Her walls convulsed, her orgasm came, Farkle groaned then felt some of her juice entering his mouth, the rest of it running down his chin and neck or her thighs, he swallowed what he could then licked her thighs clean.

"Kiss me" She ordered once she came down from her high.

He happily obeyed, he played with her breasts with his hands as they kissed.

"Are you ready for the second act?" she asked with that sinful grin.

"What have you got in mind?" he hoarsely replied.

"I want to feel that teen cock inside me"

"You mean?"

She nodded.

His cock was leaking precum, and she was wet, he could easily slid right inside and she had grown men so no additional prep work was needed. After already having cum less then 30 minutes ago Farkle lasted longer, slow steady strokes at first only building up speed once he felt his orgasm approaching again. Topanga moaned, cried out and asked to be kissed, Farkle happily complied.

Then with a final thrust he erupted his teen spunk deep inside the older women. Topanga having a flashback to Stuart cumming inside her for the very first time, just like with Stuart she knew this won't be Farkle's last.

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