Kim McCall bounded up the steps to the small brick house set back from the street. She rapped briskly on the door while checking her watch. Good, she was five minutes early. The black haired 20 year old Canadian girl bounced several times up and down on her toes, less from impatience than from her pent-up energy.

The door opened and Kim nearly laughed as the dignified older man standing in the doorway blinked at her several times rather blankly before asking "Can I help you?"

"Hi, Doctor Lake, its Kim. I'm baby-sitting your grandchildren tonight?"

The man's face animated. "Oh yes, Kim, please come in." He ushered her into the living room. Kim looked around. It was pretty much what she expected of a college professor's place. Filled bookshelves covered most of the walls. A table and desk seemed to groan under the stacks of papers covering them. He gestured to a worn, but comfortable looking sofa.

"Please sit down Kim. I'm afraid your charges aren't here yet. My daughter and her husband," Kim noted a scowl pass across his face, "Should be dropping them by any minute now. I was planning to stay with them myself, I really do love their company, but I have a faculty meeting that slipped my mind. Would you like a coke or a cup of tea?"

"Thank you Doctor Lake, a coke would be fine."

He returned in short order and handed her a cold glass. "Kim, I want to thank you for agreeing to this on such short notice. I was at my wits end until Professor Nolam learned of my dilemma and suggested you. She speaks very highly of you."





Kim smiled. "Professor Nolam is a wonderful lady. Her children are delightful, if a bit of a handful. It was fun and I have always enjoyed my time with them."

"Well, I happen to know that she and her husband were always pleased to get away and had no worries to interfere with their nights out together when you were with the children."

Kim smiled again. She wondered if Doctor Lake was aware of exactly how the Professor and her husband spent some of those evenings out. She had found out one night cuddled up with her roommate Pam.

"Do you know what I saw last night while you were babysitting?" the Southern US girl had giggled in her soft voice. "Professor Nolam was out at the Rodeo Round-Up Club. You would have never believed it was her. She was wearing a skirt neither you nor I would have worn, it was that short. She had on a low-cut blouse that was so tight you could not only see she didn't have a bra on, but you could see every little bump on her nipples. She was wearing nude pantyhose and high heeled boots. I nearly fell out of the booth I was in, in fact I had to hide behind Chad Daverling."

"I can't believe it," Kim had replied. "Professor Nolam? I thought she was out with her husband."

"Oh, she was," her roommate had assured her. "I didn't recognize him either. He was all decked out in tight jeans and boots and all himself. He sat beside her and struck up a conversation with her, bought her a drink and they acted like they didn't even know each other. I'll have to remember that. It looked really neat."

"Well," winked Kim. "Maybe I'll pick you up someday?"

"Yeah, right," came the reply, slightly muffled as Pam nibbled her roomie's bare shoulder. "Even in this day and age we'd probably get stoned. And not the fun kind of stoned" Then they had both forgotten about Professor Nolam and her husband and the Rodeo Club and Chad Daverling as their hands had begun to run over each other's bodies.

Kim brought herself back to the present just as a knock came on the door. Doctor Lake opened it to reveal a couple in their late twenties along with two little girls, one about six and the other four. She studied the adults. The woman was obviously Doctor Lake's daughter. She looked just like him.

She looked at the husband and then back at the wife. Something was definitely out of kilter here. They both looked unhappy, although they were making an effort to hide it.

"Hi Dad." The woman looked at Kim, curiosity on her face.

"Hello sweetheart. I'm afraid there's been a hitch in our plans. There's an unexpected department heads meeting tonight with the Dean that I absolutely have to attend. This is Miss McCall. She was one of my students last term and generously offered to keep the children when this conflict arose. She comes highly recommended and assures me she will watch the children carefully and won't be having visitors."

"I promise," said Kim brightly. "Nobody here but me and my math books."

In short order the two little girls were snuggled onto the couch, paying rapt attention to the flickering screen of the black and white television. The parents had gone and Doctor Lake showed Kim where the snacks were before going to get dressed. Kim settled herself between her two charges and made friends.

Lake reappeared, dressed neatly in a suit and tie. Kim had just risen to get some water for the girls and almost bumped into him on her way to the kitchen.

"Doctor Lake, you look very nice."

"Thank you, Kim."

"I suppose," Kim said thoughtfully, "That I will have to revise some of my assumptions. I guess I've always thought of you in those tweed jackets with the leather patches on the elbows and seen you trying to remember where you left the outline for the day's lecture. But that's just one side of you."

Doctor Lake laughed. Kim enjoyed his laughter, it was bright and cheery. She remembered him as so much more subdued in class.

"Kim, I'm sure that at your age you are quite sure that anyone my age, and a college professor to boot, must be befuddled and rather lost at the best of times. I'm sure I made that impression when you first arrived. I do confess that I am rather settled and a break in my routine tends to send me adrift. But I'm not nearly as lost as you might have thought."

"Well, I apologize, Doctor Lake."

"No need dear. I rather enjoy the role life has given me to play. I also enjoy stepping out of it sometimes."

The evening passed quickly. Kim got the girls to bed in the spare bedroom, a story and a soft song lulling them right off to sleep. She spread her books out on the kitchen table and became absorbed in her studies. Occasionally she shook herself free and returned to the bedroom to check on her charges.

Kim was almost surprised at how much time had passed when the parents returned. They looked a bit well, not happier, but more relaxed with each other. There still seemed to be an edge to their conversation that made Kim slightly uncomfortable, as though she was catching glimpses of something she shouldn't. Still, the happy smiles both of them gave their sleepy children reassured her.

They were still thanking Kim when Doctor Lake arrived home. He spoke to his daughter, kissed his grandchildren and waved until they drove out of sight. He came in the house and paid Kim the agreed upon amount, and added a bit more.

"You really earned it," he said. "The little ones really liked you. The hugs they gave you was proof of that."

"They're wonderful children and I enjoyed them so much I could have almost stayed with them for free." Kim laughed. "But I'm glad of the money."

Kim gathered her books and stuffed papers into the cavernous shoulder bag she used to carry everything around. She scanned the living room once more to make sure she hadn't left anything. Seeing nothing that belonged to her she went into the kitchen to tell her employer goodnight.

Doctor Lake was looking out the window. His gaze was not focused on the night. He seemed older, his shoulders a bit more slumped. And tired. The sensitive young woman felt a sense of weariness coming from him.

"Doctor Lake? Are you alright?" Hesitantly, she laid her hand on his arm.

"Oh I'm fine, my dear." Still looking out the window, he patted her hand with his. "Things seem overwhelming sometimes. When you find yourself on the down slope of life, things that you could shrug off when you were younger seem to carry so much more weight."

"Does it have something to do with your daughter and her husband? I'm not being nosey," Kim hastened to add. "Well, not much anyway. I just felt some really bad vibes when they were here."

"Well, yes. They dropped the girls off so they could go to counseling. The marriage is rocky. I'm afraid part of it is my fault. I never thought Alan was good enough for my daughter, and I'm sure I've showed it over the years. Of course I probably would have felt that about any guy." He turned towards Kim and gave her a lop-sided smile. "Just as I'm sure your father probably has thought about any young man you've brought home."

"Well, yes," Kim laughed. "I guess all Dads are protective." She sobered. "Its still more than that Doctor Lake. What else is making you feel like you do right now?"

His eyes took on the faraway look again. "Its Jean." Somehow he sensed more than saw her look of puzzlement. "My wife. This week it will have been four years since I lost her. Cancer."

"I'm so sorry," Kim said quietly.

The young woman's sincerity was obvious to the older man. He squeezed her hand. "Thank you. It has been very lonely since she's been gone. Still though," he looked at Kim, "I hope that you are as fortunate as I was in your choice of whomever you may spend your life with. The memories are very warming." Doctor Lake looked away again. "Don't be afraid of life Kim. Although I'm very sad this night, it would be infinitely worse had I never had those years with Jean."

Kim looked at the older man in a whole new light now. Her heart went out to this lonely man. At the same time, she realized that 54 didn't equal "Over-the-hill". Maybe he was a little sedentary, but he wasn't fat, and the arm she was touching still had muscles. In fact, his gray hair added to his appeal.

Appeal? Yes, she decided.

Kim whispered, "Doctor Lake?" When he turned to her, she put her hands around his neck. Standing on her toes, she kissed him. Caught by surprise, his mouth opened and she slipped her tongue between his lips.

For a long moment the two stood together. Then the man broke the kiss. "Kim!" He exclaimed. "What are you doing?"

The young woman's eyes twinkled. "I thought it was rather obvious what I was doing." She reached out and ran her fingers over the bulge in his slacks. "It seems like a part of you is well aware of what I'm doing."

Swallowing hard, Lake managed to push Kim's fingers away from his steadily hardening cock. "Now Kim, I can't say that I'm not flattered, and extremely tempted, but this isn't right. You're a student and I'm your professor." He stopped as Kim took two steps back. Reaching down, she caught the hem of her peasant blouse and pulled it over her head. Her breasts stood straight out from her body, small but perfectly rounded. Two hard pink nipples tipped them.

"That was last term." Kim reached down, unfastening her sandals and kicking them away. "This term I'm just your babysitter." He watched, unbelieving as her fingers unsnapped and unzipped her shorts. "And I'm an adult, not some child, Doctor Lake." The shorts slid down her tanned legs. She stepped out of them, leaving her only in a pair of blue cotton panties. She cupped one breast, offering it to him.

There was one moment of hesitation. Suddenly, Lake covered the distance between them in one stride. An arm went around her, the hand pressed against the middle of her back. The other hand gripped her butt. He lifted her small frame in the air with a surprising show of strength. With a growl he buried his face between her breasts.

Kim gasped. She arched her back as his mouth covered her right breast, sucking it in even as his tongue swirled over the nipple. He squeezed her ass, his strong fingers flexing against the cheeks firmed by hours of cheerleading and exercise.

Lifting her in the air, Lake carried her down the hall, his mouth still locked onto her breast. Kim wrapped her arms around his neck as they turned into the other bedroom. Reaching the double bed he bent over, laying her on the covers. She reached down, pushing her panties down, drawing one leg up and out of them and finally flinging them away with the toes of her other foot.

Lake stood over her, his eyes running up and down her firm body. She enjoyed his hot gaze, lifting her arms over her head and wiggling seductively on the bed. He shed his clothes, revealing a body that his five decades plus had treated very well.

As he undid his belt and unfastened his trousers, Kim rolled towards him, ending up on her tummy, her face towards him. She reached out, tugging his pants and shorts down. When his cock appeared she engulfed him in her mouth in one quick movement.

Lake's eyes widened. "Oh God, Kim!" He stood almost helpless as the lithe young woman sprawled in front of him, her head already bobbing as her lips slid up and down onto his cock. She cupped his balls, holding them in her hand, her fingers stroking them and giving the tiniest squeezes.

It must have been a long time for the Professor. Kim felt him already beginning to swell. She pushed her head all the way down until her nose touched his groin and increased the suction. His ball sac tightened and his hands fell onto her head, fingers locking into her short cut black hair. Then her mouth was filled with hot liquid as his balls emptied their load. She swallowed, letting his cum run down her throat.

His cock sagged in her mouth. She released it but began to run her tongue along its shrinking length for a minute. Then she slid sideways and up the bed until she had propped herself on the headboard, two pillows under her back.

"Aren't you joining me Doctor Lake?"

"Oh Kim, I'm sorry. Its just been so long and I..." Lake's words trailed off as Kim stretched out one shapely leg and then drew the other one up, exposing her tuft of hair. Droplets clung to the fine hair. She cupped her breast, then slid her hand down her flat tummy and between her legs. One finger parted her labia and she began to tease herself with quick flicking touches. A second finger joined the first and she leaned back, her pussy open to his view and her strokes.

Kim's eyes closed. The fingers on her one hand closed over her nipple and began to roll and tug it. Her other hand rubbed up and down her slit. At the top she would pause and circle her unhooded clit before her hand moved down. Lake managed to tear his eyes away from her and looked down to see his cock stiffening again. He climbed onto the bed, his eyes once again locked on the shapely coed as she masturbated.

The coed felt the bed move and smiled to herself. Her eyes opened as her breath came faster and she began to circle her clit and at the same time pull hard and twist her nipple. Then, just before she reached the point of no return, she stopped, reached out, and pulled the Professor to her. Almost falling in his haste to reach her, his body came to rest beside her.

Kim pushed Lake onto his back and climbed on top of him. Straddling him, she rose on her knees, her fingers running through the mass of hair covering his chest. He reached between them, guiding the head of his cock between her waiting lips. She lowered herself, her eyes closing as he slid up inside her.

She braced herself, moving slowly on Lake's cock. Somehow this felt like it should be slow and gentle. She flexed her knees, raising and falling. Her eyes remained closed as the man under her moved in time with her.

Lake's hands stroked over her hips and down the front of her thighs. Kim's eyes opened as she heard him softly moan.

"Oh Jean, Jean, Jean."

Kim's eyes watered. Lake's eyes were closed now. The young woman realized he was calling her by his late wife's name, letting himself imagine that he was with her. Leaning forward, she rested against his chest, her head on his shoulder. Her strong leg muscles continued to rock herself on his shaft. Her arms went under him, her hands slipping up to his shoulder blades.

"Oh God, Jean, I've missed you so much."

Kim blinked back the tears that threatened to blind her. What was Doctor Lake's first name? Don, no, Dan. That was it.

"I've missed you too Dan." Felling his body stiffen, she hugged him close. "Its okay Dan, its okay. Make love to me Dan. Make love to Jean."

Dan nodded wordlessly. Tenderly he pushed the coed onto her back, while he remained inside of her. He covered her body with his own, his hips moving slowly. She spread her legs, bending her knees and bracing her feet on the covers, moving in unison with him. He showered kisses over her neck and shoulders as he moved faster, gasping for air.

Kim moved under her older lover. She wrapped her arms around him and then threw one leg over his. His weight pinned her to the bed as he lost himself inside her. They clutched each other close as only hips moved back and forth. The hard nipples on her small jutting breasts pressed into his chest. Kim cried out as he seemed to reach further and further into her. Moving as one, they rode each other to orgasm.

The molded bodies slowed and then stopped. As Dan pulled out of her, Kim felt the sticky wetness of his cum trickle from her body. The amount he had somehow mustered after his first orgasm was surprising. She almost giggled but restrained herself, knowing it would break the older man's contended mood.

They spooned together until she felt from his relaxed breathing that he had fallen asleep. She slipped from the bed and found her clothes and dressed. She had just picked up her bag when Doctor Lake appeared in the living room, a sheet wound around his waist.

"Thank you." His eyes searched her face. "I don't know why you did what you did, but thank you. Not just for the sex, but for the other."

"You're welcome." Kim smiled. "And its not as if I planned any of this, nor as if I didn't thoroughly enjoy myself." She crossed to him, stood on her toes and kissed his cheek. "Sleep well tonight. Maybe things aren't quite as overwhelming now." She turned and left, closing the door behind herself.

As she climbed the step leading to her dorm, Kim suddenly sprouted a wicked smile as a very naughty idea crossed her mind. She hurried, wondering if her roommate was home, and alone. One thing about Pam, she was pretty much unshockable and Kim didn't think she would have much trouble persuading her to go along with her. If Doctor Lake could get as aroused as he had watching her touch herself, she wondered just how stiff he might get if presented with two young women touching themselves and each other.

Maybe another night she would find out.