Podcasts about 34b

Corporate spies stealing Slack messages. Adam Neumann raising another $100M (for WeWork 2.0?). AI startups hitting $34B valuations with zero revenue and ordering Ben & Jerry's ice cream over 15 payments with Klarna on DoorDash. April was wild, and Jack Kuveke joins the show to unpack the chaos, controversy, and insanity behind the biggest startup headlines. This is different than our normal episodes— definitely a much lighter twist, to be taken with a grain of salt. Let us know what you think!Why You Should ListenWhy Adam Neumann can raise billions—but you can't raise your seed roundHow a $40B valuation for AI startups might not be as insane as it soundsWhy espionage is moving from Wall St to Silicon ValleyWhat Klarna and DoorDash teaming up says about consumer debt cultureWhy A16Z thinks VCs will be the last job standing when AI takes overKeywordsAdam Neumann, AI startups, Silicon Valley espionage, A16Z, Klarna DoorDash, startup news, corporate spies, consumer debt, tech valuations, VC funding00:00 Intro01:45 Neumann's new $500 M raise and the WeWork déjà‑vu08:20 Deel‑vs‑Rippling spy saga uncovered13:00 11x growth scandal and TechCrunch backlash18:25 Marc Andreessen says only VCs are irreplaceable20:38 ChatGPT's $10 M “please & thank‑you” GPU bill26:10 Safe Super‑Intelligence and the $34 B pre‑revenue club30:00 Klarna × DoorDash lets you finance ice cream37:40 How consumer debt became America's default setting41:55 Quick survival guide for founders (and a few rants)Send me a message to let me know what you think!

India begins military action into Pakistan, Canada's Mark Carney meets with Trump at the White House, Trump halts bombing in Yemen as Oman announces a U.S.-Houthi ceasefire, U.K. and India reach a $34B free trade agreement, Merz wins a second vote to become Germany's chancellor, the Supreme Court allows Trump's transgender military ban to proceed, the U.S. orders a 20% cut in top military ranks, New Zealand proposes banning under-16s from social media, OpenAI abandons plans to become a for-profit company, Zhao Xintong becomes China's first world snooker champion, the world's first nonverbal Neuralink patient makes a YouTube video. Sources: www.verity.news

Shoot us a Text.Episode #1026: California dealers are taking legal action against Scout Motors over its direct-sales model. Elon Musk plans to scale back his government role amid Tesla's slumping sales. And new code reveals OpenAI may soon integrate Shopify directly into ChatGPT, turning the AI into a full retail assistant.The California New Car Dealers Association is going to court over Scout Motors' retail strategy, saying the VW-owned startup is sidestepping franchise laws and undercutting the state's dealer network.Dealers claim Scout violates California Vehicle Code Section 11713.3, which bars automakers from bypassing franchised dealers if the brand is affiliated with an existing franchise network.A 2024 amendment clarifies that new EV brands under a legacy OEM must sell through franchised dealers if they share ownership.CNCDA argues that VW can't legally claim Scout is “independent” when it's wholly owned by Volkswagen AG.The association says VW dealers are being unfairly excluded from selling Scout's high-demand electric SUVs and pickups, and the lawsuit seeks over $35M in fines, plus a full sales halt and deposit freeze in California.“Illegal competition will harm not only dealers but also the communities and car buyers that they serve,” said CNCDA President Brian Maas.Elon Musk says he'll scale back his government work next month and refocus on Tesla, where sales are dropping, margins are thinning, and investors are restless.Musk says the “slog” of setting up the Department of Government Efficiency (DOGE) is mostly done, but still plans to spend 40% of his time on it.Tesla stock jumped 5.5% after Musk's remarks on an earnings call; shares are still down nearly 50% from their December peak.Tesla's Q1 revenue missed estimates at $19.34B, with auto revenue down 20% and net profit down 71%.Musk reiterated support for lower tariffs but acknowledged Tesla isn't immune to "macro demand for cars," noting that economic uncertainty leads consumers to "pause on doing a major capital purchase like a car."Tesla is on track for a mid-2025 launch of an affordable EV and a June debut of its Austin-based robotaxi fleet.OpenAI is setting the stage for ChatGPT to become a full-fledged shopping assistant, as new code hints at a direct integration with Shopify that could streamline the entire purchase journey—from query to checkout.Code found in ChatGPT's public web assets includes tags like “buy_now” and “shopify_checkout_url,” suggesting native shopping support.If confirmed, this would allow users to move from query to checkout in seconds—no affiliate links, just direct Shopify-powered transactions.OpenAI's move mirrors Microsoft's April launch of the Copilot Merchant Program, which embeds shopping directly into the AI experience.Join Paul J Daly and Kyle Mountsier every morning for the Automotive State of the Union podcast as they connect the dots across car dealerships, retail trends, emerging tech like AI, and cultural shifts—bringing clarity, speed, and people-first insight to automotive leaders navigating a rapidly changing industry.Get the Daily Push Back email at https://www.asotu.com/ JOIN the conversation on LinkedIn at: https://www.linkedin.com/company/asotu/

In Episode 15 of Matt Likes Beer, Matt samples PVD Pils, an Italian Pilsner from Long Live Beer Works in Providence, Rhode Island. While there wasn't much information to be found on the beer itself, Matt makes the most of it—digging into the brewery, the elusive Italian Pilsner style, and his love-hate relationship with beer rating standards. Matt shares insights on: The unique, dry-hopped character of Italian Pilsners and their unexpected origin story. His thoughts on Long Live Beer Works' dual locations in Providence and Boston, and their mission to never brew a flagship beer. The pros, cons, and addictive temptation of beer delivery app Tavour, which introduced him to this beer in the first place. Matt evaluates PVD Pils as a German Pilsner + dry hopping under BJCP's 34B "mixed-style" category, scoring it a strong 41 out of 50. He praises its crisp balance and soft bitterness, though wishes the dry hopping came through a bit more boldly. With no one-star reviews available, this episode skips that segment—but not before delivering a full pour of beer nerd insight, judging challenges, and personal anecdotes. Listen now at Neozaz.com, BigMonsterBrewing.com, or wherever you get your podcasts. If you're curious about Italian Pilsners or want a crash course in evaluating mixed-style beers, this episode's got you covered.

Although Bitcoin is pushing higher and higher, all eyes were on US spot Bitcoin ETFs, which saw eye-watering numbers. BlackRock posted $1.1B in inflows yesterday, with all 11 ETFs bringing in $1.34B — a number that surprised even the most seasoned ETF analysts. After a Bitcoin rundown, we go through a complete overview of Ethereum as it stands, why it is currently thriving and perhaps even hinting at a "monster rally." Then we will look at an uncomfortable emerging trend as yet another prominent crypto figure is kidnapped.Further reading:BTC price sets fresh all-time high near $77K amid 'long squeeze' fearsBTC investors pour $1.1B into BlackRock ETF as Bitcoin marks another highEthereum set for a ‘monster rally' as price nears $2.9KEthereum deploys nearly $500M to ecosystem projects in 2022–23: ReportEthereum fees poised for rebound amid L2, blob uptickEthereum holder turns $38K into $30M after 8 yearsWonderFi CEO kidnapped and forced to pay $1M ransom: ReportRise'n'Crypto is brought to you by Cointelegraph and is hosted and produced by Robert Baggs. You can follow Robert on Twitter and LinkedIn. Cointelegraph's Twitter: @CointelegraphCointelegraph's website: cointelegraph.comThe views, thoughts and opinions expressed in this podcast are its participants' alone and do not necessarily reflect or represent the views and opinions of Cointelegraph. This podcast (and any related content) is for entertainment purposes only and does not constitute financial advice, nor should it be taken as such. Everyone must do their own research and make their own decisions. The podcast's participants may or may not own any of the assets mentioned.

Frank Slootman turns the 'founder mode vs. manager mode' debate on its head. Frank's track record in B2B land is iconic: He took Data Domain from pre-revenues to a $2.5B acquisition by EMC. He led the IPO at ServiceNow, and when he left the company, it was worth $34B. Frank then took Snowflake public, and the company was worth over $70B when he retired earlier this year. After three successful CEO stints, Frank isn't buying Silicon Valley's fairytales about founders. His leadership style combines a manager's prowess with a founder's passion. Frank epitomizes what some might call “owner mode!” (00:07) Frank's thoughts on 'founder mode' vs. 'manager mode' (00:47) The role of non-founder managers and CEOs (09:59) How to manage effectively without micro-managing (17:11) The importance of intellectual honesty (18:32) Frank's thoughts on being 'in the arena' (21:04) What it really takes to build a viable business (28:34) Contrasting ServiceNow and Snowflake (33:40) The impact of AI on business (39:01) The future of app ecosystems (44:50) Becoming a student of leadership (46:31) Managing investor relationships (48:04) Why Frank doesn't think about his legacy (50:17) Closing Thoughts

I meet and befriend a homeless woman.by Sénor Longo. Listen to the ► Podcast at Connected.CHAPTER 1.To be continued, by Sénor Longo.It was the sign I saw first. “HOMELESS,” it said; just some marker on a torn sheet of cardboard about three feet high and less than two wide. “Anything will help. Please!” I looked around at the modern shopping center and the hundreds of mostly new cars and wondered not for the first time how something like this could happen. Then I wondered what would happen tonight when the temperature was supposed to go down to 23; nine degrees below freezing. By this time I had driven my Honda Accord past the unfortunate guy and was on the way to the highway.I'm no softy. I grew up just outside New York City and I've seen beggars aplenty; both in the city and on gambling junkets down in Atlantic City, where the boardwalk is infested with them. In the past I'd just driven or walked on, ignoring and not even making eye contact, but something about this bothered me. I'd taken early retirement; really early, and moved to “warmer climes,” as the saying goes. I lived now north of Myrtle Beach, South Carolina where everyone seemed to have plenty of money; money for golf, restaurants, shows and clubs in addition to the necessities of life; yet there were still some with no food and no shelter, and worse; no hope. Here, where there were so many with so much, there was still someone who could freeze to death in a matter of hours.Instead of the highway I turned into Home Depot to swing around in a circle that would bring me back to the desolate soul leaning there against the stop sign. Parking my car nearby in the huge lot I walked up to the beggar. “I'd give you some money, buddy, but what guarantee do I have that you won't spend it on cheap booze or snort it up your nose?”“You have my word, Mister.” I was taken aback by the voice. I had expected it to be gruff; matching the rough clothes and heavy boots, but it wasn't. Then, taking a really close look, I saw this beggars face was clean shaven; okay, not shaven, but hairless. Hidden under the knit cap and heavy sweatshirt and jeans was, I was sure, a woman.Reaching out, I lifted the beggar to his/her feet and pulled the cap from its head. Several cars had driven past when her auburn hair fell around her dirty face. “I don't believe it. You're a girl!”“Nobody's called me a girl in years. I'm a woman and what's not to believe?”“Mind telling me how old you are? And what the hell are you doing here?”“Why is it your business?”“You're sitting here begging for money and I have some, but I'm not turning any over to you until I get some answers.” I'd noticed that the sun was setting and in the few minutes I'd been here the temperature had dropped ten degrees. I was getting cold and I was dressed in heavier clothes than she was. “Why don't we continue this conversation in my car where it's a lot warmer?”“So you can rape me? I don't think so.”“You know, for a beggar you're awfully particular. I'm trying to help you and all I get is lip. I have half a mind to put you over my knee.”She appeared shocked at my words, but slowly followed my lead as I walked to my car. I held the door for her then walked around to the driver's seat. “So, why don't you tell me your story? How on earth did you wind up here?”“I think I'd rather hear your story before I share mine. How do I know I can trust you?”I was tempted to laugh, but I didn't. Actually, the more I thought the more I considered it a good idea. “Okay, that's fair enough, my name is Douglas Robert Preston, Doug. I'm 34 and I'm officially retired.”“At 34?”“Yeah. Ever hear of the computer learning programs, 'S A T for Idiots' or ‘A S V A B for Idiots' or ‘Spanish for Idiots'? I wrote that entire series; all twenty-three of them, and I made a real good living, especially since there were only three people in my company. I wrote code in my home office while my secretary and bookkeeper kept track of orders in my dining room. It was great; no commuting, no arguing with partners, and since I had no actual physical product, no production or mailing or returns costs. My customers downloaded every program and my overhead was almost nothing, less than a hundred and twenty thousand a year. Virtually all of that was for my employees' salaries and our insurance premiums.“I was clearing close to a million dollars a year after taxes and then I got a brilliant idea; ‘Investments for Idiots.' There are plenty of computer programs for every subject under the sun, but the investment field is like a deep dark jungle. I often think that the so-called experts make it that way so they can justify the billions they make at the public's expense. My instructional programs analyzed a person's errors and created new remedial lessons. The investment program works much the same way in that it asks questions just like the other programs, but it takes the data you put in on a stock, bond, or mutual fund and actually analyzes the information using daily info it picks up from the internet then it tells you what to do. It can even analyze stocks and bonds at random and make recommendations or do the whole buying and selling process automatically. To test it I used it every day for almost two years and it never made even a single mistake. I made millions; returning more than twenty percent in a market that was static at best, so much that the SEC came knocking at my door, thinking I had some inside information. Unfortunately, their “secure investigation” leaked like a sieve.“I can't tell you the name of the company, but when they learned about my program they figured their gravy train would be toast. Why pay some jerk five percent commission year after year when you could buy all of his expertise and more for a few hundred dollars? A few days later I answered my door and they were there with a bunch of lawyers wanting to buy me out. Their offer was too good to ignore. I sold the entire company and the rights to all of my programs. Even after taxes I still had more than I could spend in a lifetime. They agreed to hire my two employees for a minimum of five years at the same salary and benefits and I walked away with more than a hundred million, how much more will have to be my secret for the time being.”“What? You made a hundred million and you're driving an effing Honda?”“Why not? A car is just a way to get from point A to point B. A Honda does that as well as a Mercedes and it's a lot cheaper to maintain. This car has almost everything a Mercedes or BMW would have at less than half the price. What's not to like? Anyway, I moved south to get away from the snow and here I am. Now you know my story; what's yours?”She looked down and took a deep breath. “My name is Jessica Fuller, Jessie. I'm twenty-three and I've been on my own since I was seventeen. I ran away from home because my step-father was raping me several times a week.”“Couldn't you have gone to the police?”She laughed. “That rat bastard was the county sheriff. He had me watched like a hawk, told everyone it was for my protection because he claimed I was out of control. I was an honor roll student back in high school. How out of control could I have been? I had just graduated when he and my mother went on a cruise, leaving me home alone. One of the deputies was supposed to look in on me, but one night I bolted right after he left. I took my mother's car and drove it down to the train station thinking that might throw them off the track then I grabbed my backpack and hiked five miles out to the interstate where I hitched a ride.“I'm no fool. I knew I'd have to come across as payment for a lot of the rides either with a blow job or fucking. It was worth any price to get away from that asshole. My mother was no better. I tried to tell her what was happening and she called me a liar then she hit me and accused me of trying to steal her man. What the fuck? Why the hell would I want a fifty year-old man with a gut like Santa Claus?“I figured that if I just kept on traveling I'd be able to keep myself away from them. That's what I've been doing for the past five years; hitching rides and staying alive. I can't tell you how many men I've fucked in that time, but I'm away from him. Every now and then I call a friend and she gives me the low-down on everything since my last call. Seems the mighty sheriff has had his hand in the till and the state cops are all over him. With luck he might get himself arrested. My last big ride was with a long-haul trucker; a nice guy who didn't even try to get his way with me. He fed me and let me sleep in his cab for three days, but he reached the end of the line out in Lumberton, you know, up in North Carolina. I got a ride here from a Canadian couple day before yesterday. That's my story. Not much, is it?”“I don't know. Seems you're a survivor. I think a lot of people would have given up by now. Ever think of settling in one place and getting a job?”“My step-father would be all over me as soon as my employer listed my social security number and I got a paycheck. I'm free of him, but I'm fucked job-wise.”I sat silently for a few minutes before speaking. “You'd better buckle up. Driving in parking lots can be dangerous.”“Where are we going?”“Walmart, I can't take you to dinner looking like that. You'll need some new clothes and let me see your head for a second. Hmmm, you have head lice. Not too surprising considering how you've been living. We'll have to get something to treat it.”“Why are you doing this? You don't know me.”“Neither have any of the men who've picked you up since you've been on the road. Let's just say for now that I don't want to read that you've frozen to death when I pick up tomorrow's paper.” I started the car and drove maybe a quarter mile, parking only a few slots from Walmart's entrance. I sent her in to the women's clothing department with instructions to get at least three sets of everything; more for underwear, bras, and socks. “See about some sneakers and maybe some shoes. If there's nothing you like there's a shoe store right down the lot, maybe a hundred yards. I'm off to the pharmacy to get something for your hair. I think I'll get you some regular shampoo and conditioner, too.” I pushed a cart in her direction then took one of my own. She turned left and I turned right when we were in the huge store.I had to wait on line to speak with a pharmacist, but that was hardly a surprise. It was Walmart, after all. I explained briefly about the problem and she recommended a product on the shelves, telling me that a fine-toothed comb was included. After listening to her instructions closely I picked up a bottle of the shampoo then went looking for some other “necessities.” Shampoo and conditioner were first then a toothbrush and some mild soap for her face. I already had plenty of deodorant soap. I picked up some razors and shaving cream and some anti-perspirant. Then I walked into foreign territory; feminine hygiene products. I had no idea what she used so I got one of each figuring that we could just leave the others at the cashier. Thinking that I had everything I walked away, but turned back when I realized she would need a comb and brush, at least.I found her in the women's department with three pairs of Levi's, two pairs of Capri's, four tops, and a sweater. “I hope it's not too much.”“No, if anything it's not enough, but it'll be enough for now. How about some underwear and socks Then we can throw your old stuff into the trash. I don't see any jackets here. Take a look at what I have and we can pick up the rest of the clothes.” She looked at all the feminine products and laughed. “Well, I assume you have your period. You're too young for menopause and I had no idea what you used.”“Most of the time it was whatever rag I could find. Thanks.” She picked up a box of tampons and put them in her cart then I added everything not a feminine product and abandoned my cart. A few minutes later we had bras; 34B's, and panties and socks. Amazingly, we found a cashier line with only one person ahead of us. Once we had checked out we returned to the car and I drove down to the shoe store. One of the clerks gave Jessie a dirty look which I suppose might have been justified considering her appearance, but my withering glare turned him in the opposite direction fast.Jessie picked out a pair of New Balance sneakers and a pair of basic black; well, I'd call them ‘loafers,' but I was sure they were actually called something else. Back in my car, I drove to my house.“I live about twenty-five minutes away up in Sunset Beach, North Carolina. When we get there I'd like you to go to my guest bathroom. Drop your clothes outside the door. You can lock all three doors so you'll be assured of privacy. Use the medicated shampoo on your hair then if you wrap one of the big towels around your body I'll come in and use the fine-toothed comb to pull out any nits. Now, don't be insulted, but the pharmacist said you might have them in your pubic area, too. She suggested either the shampoo or shaving the area. That would wash any lice and nits down the drain. I think you should check your armpits, too. If we don't get everything the first time around we can continue tomorrow morning. You can have your choice of the extra bedrooms, okay?”“Like I'm going to argue. I assume you'd like to fuck me so why am I sleeping in a separate room?”“Let's get things straightened out before we even think about it. I'll make an appointment with my doctor tomorrow, too. I think you should be tested for STD's. Again, please don't be insulted. Did every one of your partners use a condom? I'll bet not, and you weren't exactly in a position to insist.”I had turned off US-17 North onto NC-179; Beach Road; that would lead straight to my house. I pulled through the gate about ten minutes later. Carrying the bags of clothes into the living room, I stopped before taking all the personal items into the guest bath. I locked the two doors that led to the two adjacent bedrooms and placed everything on the vanity. “Need anything else?”“Some clothes.”“Of course; I'll cut the tags off while you shower and wash your hair. I'll bring in a set of clothes for you when I comb out your hair.” I opened the linen closet and removed a wash cloth and a big thick bath towel. “I think this will cover you. I'll get a trash bag for your clothes. They'll have lice in them so they have to go. Just drop them outside the door. I'll have the bag ready. Make sure you remove any personal items you might have in the pockets. Okay, see you once you've cleaned up then we'll go out to dinner.” I closed the door and heard her lock it. I was back in less than a minute with a heavy-duty trash bag and I was just in time to take the items directly from her outstretched hand.I selected the rear bedroom for her thinking it would be quieter and made the queen bed there before cutting the tags from her clothes and placing them either on hangers in the closet or into drawers in the dresser. I selected a top, bra, panties, Capri's, and socks for her to wear. I was just about finished when I heard her open the door. “Doug?”“I'm right here. Here are some clothes for you. I hope everything matches okay. Why don't you sit on the stool while I comb your hair?” She did and I ran the comb through her hair exactly as the pharmacist had told me to, the teeth flush with her scalp. I must have pulled a hundred nits; lice egg cases; from her scalp before running them down the drain with steaming hot water. I could see the bite marks where the lice had feasted on her blood. What a shame that a decent human being had to live like this.All told I spent almost a half hour combing her hair, even going over the same areas two and three times until the comb was clean. Then I left Jessie to dress. I was somewhat surprised at how well she had cleaned up. I guessed her height at about 5 feet 9 inches and she was painfully thin, no doubt because she hadn't eaten regularly. She had small breasts, I thought for the same reason and narrow hips. Her face was an almost perfect oval with blue eyes and high cheekbones I hadn't noticed before. I left her alone and five minutes later she was ready.CHAPTER 2.I set the house alarm and led her out to my Honda. It really was a pretty decent car. I'd bought it new when I moved here last year. There's a big difference between buying a car in New York and buying one here. For one thing, the sales people actually make you believe they're glad to have you in their showroom. Many times in New York I'd stood around for half an hour while they completely ignored my presence. I only give people like that one chance. I'd never go into that dealership again, but I always made sure to write an explanatory letter to the general manager. The biggest difference was that I paid for this car with a personal check. In New York an official bank check was always required and, even then, I had to sit around the dealership while they called the bank to ensure that it was real.I opened the door for Jessie and backed out into the driveway. A minute later we were back on Beach Road headed toward the nearby village of Calabash. I parked in the lot at Boundary House. It was just after eight so the early rush of senior citizens was long gone. We were shown straight to a table by the hostess. Once we had our menus I asked Jessie, ”Would you like a drink? They might ask you for ID, but maybe not since I come here often.”“It's okay, I have my expired driver's license from Iowa. What would you have? The drink, I mean.”“I usually have a Margarita on the rocks. I enjoy it. You can barely taste the tequila through the lemon-and lime juice in it.”“I think I'll join you.” That was what we ordered when the waitress came to the table. I explained what I knew about the menu. “I've had the baked potato soup several times. I think it's really good. When was the last time you ate?”“Day before yesterday with the Canadian couple; a burger and some fries with a Coke for lunch.”“Then you're probably hungry enough that you can handle the soup. It's pretty filling. Also, the salads here are big and really good with cheese, bacon, and almonds in addition to the standard lettuce and tomatoes. For entrees I suggest the shrimp; grilled or fried; the chicken fingers, ribs, or prime rib. They're all usually pretty good. I had the filet once and it was okay, but just okay. I'm going to have the ribs.”Jessie did order the soup, suggesting we share, the salad with Italian, and the ribs with baked sweet potato. I had the salad with bleu cheese and the ribs with baked potato. I toasted with Jessie once the drinks had arrived. “Here's to better days.”She smiled and took a sip. “Good choice; I really like it.”Now I smiled. “Don't like it too much. They can really sneak up on you. They're stronger than you might think. That's why I never have more than two.” A minute later our soup arrived and I could tell by the expression on her face that it was another good choice. I could also tell that she was reluctant to share, but, after eating about half, she pushed the bowl across the table. I only ate a little bit and returned the bowl to her.I loved the salads here and the accompanying croissant was always fresh and delicious with its drizzle of honey butter. Jessie must have been really hungry because she finished everything and even agreed to share a dessert of New York cheesecake even though she told me she'd never had it before. “Your other suggestions worked out well. I'll trust you on this one.” The restaurant claims their cheesecake is flown i

The Daily Business and Finance Show - Monday, 5 August 2024 We get our business and finance news from Seeking Alpha and you should too! Subscribe to Seeking Alpha Premium for more in-depth market news and help support this podcast. Free for 14-days! Please click here for more info: Subscribe to Seeking Alpha Premium News Today's headlines: Google loses antitrust suit over search payments Palantir Technologies Non-GAAP EPS of $0.09 beats by $0.01, revenue of $678.13M beats by $25.71M Realty Income FFO of $1.07 beats by $0.02, revenue of $1.34B beats by $130M 'Not a time to panic:' Wedbush pounds table for tech trade amid global sell-off Capital Southwest NII of $0.63 beats by $0.19, Total investment income of $51.35M beats by $2.26M Hims & Hers Health GAAP EPS of $0.06 beats by $0.01, revenue of $315.65M beats by $13.22M Selloff rocks the globe as markets start the week in panic mode Simon Property raises dividend by 2.5% to $2.05 Hims & Hers Health rises 6% following Q2 beats, raising 2024 revenue outlook (updated) Explanations from OpenAI ChatGPT API with proprietary prompts. This podcast provides information only and should not be construed as financial or business advice. This podcast is produced by Klassic Studios Learn more about your ad choices. Visit megaphone.fm/adchoices

This week, we discuss Forrester's LLM Wave, Nvidia's Market Cap Dilemma, and why everything is code. Plus, Matt Ray explains more about Australian slang. Watch the YouTube Live Recording of Episode (https://www.youtube.com/watch?v=jfWDSWwjpPM) 472 (https://www.youtube.com/watch?v=jfWDSWwjpPM) Runner-up Titles Is pig latin American? The final boss for Duolingo The Corrections Episode You can always get it from the leader Frito Lay of Chips Everything is code Rundown Forrester has no idea what its talking about (https://www.threads.net/@aakashg0/post/C78Ob6MBYxv) Get it from Google (https://cloud.google.com/resources/forrester-wave-ai-foundation-models?hl=en). Nvidia Nvidia Earnings: Stock Rallies As AI Giant Reports 600% Profit Explosion, 10-For-1 Stock Split (https://www.forbes.com/sites/dereksaul/2024/05/22/nvidia-earnings-stock-rallies-as-ai-giant-reports-600-profit-explosion/?sh=18dffe2e4679) Nvidia: Short bets against stock top $34B (https://finance.yahoo.com/video/nvidia-short-bets-against-stock-143717553.html) Nvidia to Become $10T Company: I/O Fund's Kindig (https://www.bloomberg.com/news/videos/2024-05-23/i-o-fund-s-kindig-nvidia-to-become-10t-company-video) Intel CEO Fires Back at Nvidia in Battle for AI Chip Leadership (https://www.bloomberg.com/news/articles/2024-06-04/intel-ceo-fires-back-at-nvidia-in-battle-for-ai-chip-leadership) Peak Nvidia (https://x.com/netcapgirl/status/1797994922735522260) Solomon Hykes & Dagger (https://www.thecloudcast.net/2024/06/solomon-hykes-dagger.html) Relevant to your Interests Ghost jobs : The Indicator from Planet Money (https://www.npr.org/2024/06/07/1197965117/ghost-jobs) Apple to ‘Pay' OpenAI for ChatGPT Through Distribution, Not Cash (https://www.bloomberg.com/news/articles/2024-06-12/apple-to-pay-openai-for-chatgpt-through-distribution-not-cash) Broadcom soars as demand for AI chips power forecast raise (https://finance.yahoo.com/news/broadcom-soars-demand-ai-chips-121601719.html) Clouded Judgement 6.14.24 - Is Seat Based Pricing Dead? (https://cloudedjudgement.substack.com/p/clouded-judgement-61424-is-seat-based?utm_source=post-email-title&publication_id=56878&post_id=145395123&utm_campaign=email-post-title&isFreemail=true&r=2l9&triedRedirect=true&utm_medium=email) Olivier Pomel (CEO, Datadog) Shares Every Lesson From Scaling to $40B (https://www.theloganbartlettshow.com/archive/ep-108-olivier-pomel-ceo-datadog-shares-every-[…]om-scaling-to-40b?utm_source=substack&utm_medium=email) US sues Adobe for hiding termination fees and making it difficult to cancel subscriptions (https://techcrunch.com/2024/06/17/us-sues-adobe-for-hiding-termination-fees-and-making-it-difficult-to-cancel-subscriptions/) Senior Engineer Fatigue (https://luminousmen.com/post/senior-engineer-fatigue?utm_source=changelog-news) AWS' AI And GenAI Leader Leaves For DigitalOcean As New CTO (https://www.crn.com/news/cloud/2024/aws-ai-and-genai-leader-jumps-to-digitalocean-as-new-cpto) The Framework Laptop 13 is about to become one of the world's first RISC-V laptops (https://www.theverge.com/2024/6/18/24181278/framework-laptop-risc-v-laptop-isa-arm-amd-intel-x86) A Look Back at Q1 '24 Public Cloud Software Earnings (https://open.substack.com/pub/cloudedjudgement/p/a-look-back-at-q1-24-public-cloud?r=2l9&utm_medium=ios) Nonsense You can renew U.S. passports online again (https://www.washingtonpost.com/travel/2024/06/12/passport-renewal-online-travel/) The Excel superstars throw down in Vegas (https://www.theverge.com/c/24133822/microsoft-excel-spreadsheet-competition-chapmionship) Conferences DevOpsDays Amsterdam (https://devopsdays.org/events/2024-amsterdam/welcome/), June 19-21, 2024, Coté speaking. DevOpsDays Birmingham, August 19–21, 2024 (https://devopsdays.org/events/2024-birmingham-al/welcome/) DevOpsDays Antwerp (https://devopsdays.org/events/2024-antwerp/welcome/), 15th anniversary, Sep 4th-5th. SpringOne (https://springone.io/?utm_source=cote&utm_campaign=devrel&utm_medium=newsletter&utm_content=newsletterUpcoming)/VMware Explore US (https://blogs.vmware.com/explore/2024/04/23/want-to-attend-vmware-explore-convince-your-manager-with-these/?utm_source=cote&utm_campaign=devrel&utm_medium=newsletter&utm_content=newsletterUpcoming), August 26–29, 2024 SREday London 2024 (https://sreday.com/2024-london/), September 19th to 20th, Coté speaking. 20% off with the code SRE20DAY (https://sreday.com/2024-london/#tickets) SDT news & hype Join us in Slack (http://www.softwaredefinedtalk.com/slack). Get a SDT Sticker! Send your postal address to stickers@softwaredefinedtalk.com (mailto:stickers@softwaredefinedtalk.com) and we will send you free laptop stickers! 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Recommendations Brandon: Houston Public Library (https://houstonlibrary.org/mylink) and Libby (https://libbyapp.com/interview/welcome#doYouHaveACard) Matt: Dissect podcast (https://dissectpodcast.com/) Coté: Ikea RIKLIG (https://www.ikea.com/nl/en/p/riklig-teapot-glass-40297848/) - small, glass teapot. Photo Credits Header (https://unsplash.com/photos/a-small-animal-standing-on-top-of-a-pile-of-rocks-pk8WuEOSPHA) Artwork (https://unsplash.com/photos/close-up-photography-of-green-motherboard--9jmFkN-_U4) Wave (https://www.threads.net/@aakashg0/post/C78Ob6MBYxv)

After Lab One, the students exchange places for Lab Two. Fallatio & Cunnilingus. By zachattack163 and adapted for this platform. Listen to the ► Podcast At Steamy Stories. Lab One was done, and 6 students reclined in their chairs, in the bliss of post-orgasm. The professors, Phoebe & Antonio Garza, were admiring the success of their well-prepared lesson plan. But they need things to move along and keep the class on schedule. The professors marked some charts as the students participated in Lab One. They were graded on how well they followed both the instruction and the demonstration that the professors provided. Lab Two The 12 students were in the same pairs, for this 2nd lab, as they were for the 1st. The partners were as follows: ·      Erika & Jackson. ·      Rebecca & Devon. ·      Alexis & Thomas. ·      Bethany & William. ·      Michelle & Bruce. ·      Elizabeth & Malcolm. Bruce led the way as he got up excitedly, and helped Michelle to her feet before getting her to sit back down on the chair and spread her legs. Michelle was already incredibly wet in anticipation, and she was also very turned on from having just swallowed Bruce's cum, her first-ever. Bruce immediately dove between her legs and began to lick her sweet pussy. As he pushed his finger inside Michelle, Bruce was a little surprised to find how tight Michelle was inside. ‘Wow! She feels like she's never had a cock inside of her,' Bruce thought, ‘I really hope I get the chance to stick my cock inside of her at some point because this tight pussy is going to feel so good.' Michelle laid back and enjoyed Bruce's oral attention, knowing that it wasn't going to take long for her to have an orgasm since she was already so aroused. Everyone else in the class began to switch with their partners and soon the classroom was once again filled with the sounds of people moaning in pleasure. Rebecca was working hard to get much of Devon's huge cock in her mouth and was just marveling at how big he was. ‘Wow, I'm definitely going to have to feel this pussy stretcher in me at some point,' thought Rebecca. Devon was just laying back and enjoying the attention Rebecca was paying to his cock. He had never had a girl touch his cock and now one of the best looking girls on campus was sucking him off. He knew he wouldn't last very long and so he looked down to admire Rebecca's big ass before once again focusing on her big green eyes as she serviced his cock. Jackson was so turned on that he knew he was going to finish very quickly, after Erika put his cock in her mouth. Erika wasn't the best at giving a blowjob but Jackson was so pent up he didn't even care, and looking down behind her head to see her nice round ass. He got distracted as he saw her big tits bouncing while she bobbed on his cock. It was too much for Jackson, and he tapped Erika on the shoulder and moaned, “Oh god, yes!” as he began ejaculating in Erika's mouth. Erika, surprised at the quickness of Jackson's orgasm, quickly began trying to swallow his semen. Alexis was working really hard to get Thomas's fat cock in her mouth but she was having trouble getting past the head. Thomas realizing her difficulty grabbed her head so she would look up at him and told her, “That's okay just keep sucking on my head and looking at me. That will be enough to get me off.” She looked up at him with her big brown doe eyes and just continued licking the head of his fat cock. Malcolm decided that he wanted to pay attention to Elizabeth's big breasts first. So he started licking one of her nipples while fondling the other tit, while his other hand got busy between Elizabeth's legs, fingering her. Malcolm still couldn't believe that such a short skinny girl could have such big tits but he realized they were definitely real as he was fondling them. Hearing Elizabeth's moaning getting louder he realized that he should start licking her pussy soon before he made her cum just from fingering her, so he got between her widely-parted legs and began licking away. Bethany was enjoying William's efforts as he licked away at her pussy. ‘Wow! William is pretty good at eating pussy. Definitely better than I would have expected.' Her thoughts were interrupted when she heard a voice behind her. “Here, William; let me help you out a bit,” she turned around to see Mr. Garza standing behind her. Mr. Garza then reached around and cupped one of Bethany's huge boobs in each of his hands. He then began fondling Bethany's large tits and said, “Wow Bethany you have such nice breasts and I can tell that they are real, which is very nice to see with breasts this large.” Bethany just relaxed and enjoyed the sensation of William licking her pussy while her teacher fondled her huge tits in his strong hands. All the sudden the combined pleasure of what the two men were doing to her was too much, and Bethany felt herself began to experience one of the best orgasms she had ever had, as she moaned loud enough for the entire class to hear. Hearing Bethany's orgasmic moans and feeling Bruce's tongue and middle finger inside of her, was too much for Michelle as she started a very powerful orgasm. Bruce felt Michelle's already tight pussy get even tighter on his finger, as she started orgasming and he continued to lick her rock-hard clit through her orgasm. Rebecca's continued assault on Devon's huge cock was too much and he moaned, “Oh please don't stop.” Rebecca gave the big cock a few more bobs before she felt his testicles tense up in her hand, and immediately pulled up so just the head of Devon's cock was in her mouth as he began ejaculating. After all the attention Malcolm had given her, and all the stimulation of sex moans going through the room, Elizabeth could no longer take it. She grabbed Malcolm's head and pushed it between her legs and started cumming like crazy, having her legs shake a bit in the process. Alexis was still working on Thomas's fat cock head and her attentions were getting him very close. He told her, “Oh god, Alexis don't stop, you're doing so well. Oh! I'm so close, keep going Alexis.” Following his encouragement Alexis started sucking at his cock head harder while her tongue found the sensitive underside of his glans. She was rewarded with a large load of cum very quickly. She worked at swallowing all of Thomas's semen while he continued to cum in her mouth. Eventually, the excess ran down her chin. As his explosions subsided, she gave the underside of his tip one last tickle. Thomas pleaded; “Stop!” Alexis slid back off his tip, causing an audible smacking sound. Then she looked into his eyes with a sultry smile; while slowly scooping his excess spunk from her chin with her finger. Unaware that the entire classroom was watching her, she slowly lifted her frosted finger to her tongue and licked all the icing off, then inserted her wet finger deep into her mouth and rolled her tongue around it. Then she winked at him. Silence continued in the room, until the professor spoke. “All right, now that everyone has reached a satisfying orgasm, you are free to leave,” Mr. Garza told the class. “Now remember if at any point you want to practice what you have learned you are free to practice with one of your classmates,” Mrs. Garza reminded the students as they started getting dressed and getting all of their stuff together. “No one is required to do anything outside these structured labs. And please; do not discuss anything from these labs with anyone, even each other. What happens here, stays here. You all want your privacy respected.” When the students were dressed, Mr. Garza pressed the button by the chalkboard, and remotely unlocked the classroom doors. Session Two Dismissed As the students left the classroom, several of them pulled out phones and asked for their lab partner's numbers. Professor Phoebe felt her Antonio come up behind her, and press his once again rock hard cock, against her round ass. He then reached up to cup one of her large tits in each of his strong hands. “So what did you think about that lesson?” he asked Phoebe, as he fondled her breasts while rubbing his hard cock against the crack of her large ass. “It certainly looked like you were enjoying yourself when you were sucking on Malcolm's huge cock head. I might have to punish you for that later,” he added as he whispered in her ear. “As I recall, you enjoy the fact that I enjoy having a cock in my mouth,” she responded, as she grounded her ass harder into his cock. “Besides it's not like you weren't enjoying yourself when you were holding on to Bethany's huge tits while William was licking her pussy.” “Well I was just following your example,” he said to his wife. “Now why don't you go over to the table and bend over so you can receive your punishment.” “Yes sir,” Phoebe responded to her husband's discipline fantasy, as she moved to bend over the teacher's table while shaking her shapely rear end enticingly. Antonio then walked over to his wife. He admired her firm round ass while rubbing one hand up and down her cheek enjoying the smoothness of her skin. He then brought his hand back to give her a firm but pleasurable smack on her ass. Phoebe yelped slightly as she enjoyed the ‘punishment'. Antonio gave his wife's fantastic ass a couple more spanks before bringing his large cock up and smacking his cock against his wife's ass. “Oh babe enough teasing I really need it now,” Phoebe moaned to her husband, her pussy was practically dripping after the display in the classroom and the teasing spanks from her husband. With very little warning, Antonio quickly shoved his large cock into her pussy. “Oh yeah babe give me that big fuck pole!” Phoebe yelled. Antonio had his head back enjoying the fantastic sensations of his wife's tight pussy grabbing his thick cock. He then looked back down to see her nice round ass bounce each time he thrust his cock deep inside of her. “Wow baby you just have such a nice ass, I love this view,” he said. “Here let me show you how you can enjoy the view even more,” she said back to her husband as she placed her hand on his hip so he would stop thrusting for a moment. Antonio stopped his thrusting, just leaving a bit of his cock still in his wife and watched as she proceeded to back her ass up on his cock before getting into a rhythm so that she was bouncing her round ass on her well-hung man. “Oh yeah babe how's that view? Are you working up a big load for me?” she asked. “Oh yeah baby I'm definitely working up a huge load for you in these big balls of mine,” he responded. “Oh babe, give it to me I want to feel you shoot your nut up inside of me. Come on give me your nut,” Phoebe begged. All the pleasure and encouragement was too much for Antonio and he pushed his large cock as far as it would go into his buxom lover, while reaching up to grab her swinging tits in his hands. He then unloaded his pent up cum into her with extreme force. “Oh yeah babe, I can feel you shooting it all inside me. I'm going to cum too!” Phoebe wailed as she started having and orgasm. She could feel her pussy grabbing Antonio's ejaculating penis as she had one of the best orgasms of her life. Phoebe couldn't believe how much cum he was shooting into her, Wow he must have really enjoyed the students' display if he's cumming this hard, she thought to herself. Eventually, Phoebe's orgasm wained, and Antonio pulled out his exhausted cock from his sex-goddess wife. Phoebe then turned to look at her man and said, “Wow babe, I thought you shot a lot of cum into my mouth earlier, but that was a huge load. I can still feel it deep in my pussy.” “Yeah, I don't know what happened, but it felt so good to shoot that much cum in you. I guess seeing all those students performing oral sex was more stimulation than I realized. I can't wait for these sessions to continue. I especially can't wait until we get to the end of the class and we get an opportunity to fuck the students,” he said. “Yeah I know what you mean. After seeing all of those girls sucking the boys' cocks I can't wait to try having those young cocks inside me,” she said. “Well now, time to prepare for the next lesson.” Session Three Devon greeted his classmates in the hall of the building, He was surprised at being the last student to arrive. His nerd reputation might just took a direct hit. But he was happy to be greeted so warmly by all of them. And especially when Rebecca, his lab partner from last session, winked at him. All of the students were waiting outside the classroom door when the lock buzzed and opened for them. As they filed in and walked down the many steps toward the front, Mr. Garza counted all 12 students, then pressed the button again and the locks clicked. Then the classmates began stripping off their clothes in excited anticipation of what today's sex lesson would hold. Once all the students were completely naked and situated on the sofas, Mr. and Mrs. Garza stood to greet their students completely nude. “I want to commend the entire class on both your presentation and deportment in the last session.” Mrs. Garza said. “You all seem to keep very good personal hygiene. That's essential. And you all demonstrated kindness, patience, and encouragement to one another. We can't say enough just how essential that is to positive and pleasurable human sexuality.” “We hope that continues,” Mr. Garza added; “and you all spare us the uncomfortable duty of speaking to you personally about either your hygiene, or your unconstructive interactions with others in the class.” “Now class I'm sure some of you are already anticipating this, but, today we will be talking about sexual intercourse, or what is commonly referred to simply as sex,” Mrs. Garza said to the class. “I'm sure most of you know this but, sexual intercourse is when the man puts his penis inside the woman's vagina,” Mr. Garza said to the class as his own penis had reached full erection from seeing his attractive young female students naked. “I'm sure most of you know, sexual intercourse is how a man gets a woman pregnant, but I know all the young ladies in this class are taking their birth control so we won't have to worry about that,” Mrs. Garza commented to the class, “and let me tell you young ladies it a very good thing that you are on birth control because feeling a man's penis ejaculating inside of you is an amazing experience.” “Another thing to note about sexual intercourse is there are a number of different positions you can have sex in,” said Mr. Garza. “We believe that it would be too difficult for just the two of us to show you all the different sexual positions. So after the fantastic results of last class period, we decided that we will pair all of you up so that you can show your classmates all the different positions,” Mrs. Garza told the class. This caused quite a bit of excitement amongst the students, as they were surprised and intrigued that they would get to have sex with their classmates so quickly. Mr. Garza addressed the class, “so what we will do now is pair each of you with a new partner. Once we pair you with your partner we want the two of you to get together and start arousing each other. Once all of you are properly aroused for sex then we will let you know what position you and your partner are going to demonstrate for the class.” Lab Three “Now let's figure out what these partnerships are going to be,” Mrs. Garza said excitedly. “Now, let's have; ·      Rebecca & Bruce. ·      Bethany & Devon. ·      Erika & Malcolm. ·      Alexis & Jackson. ·      Michelle & William. ·      Elizabeth & Thomas. Well these all seem like good partnerships. Now get together with your assigned partner, and remember what we learned from our previous lessons, and use those techniques to arouse your partner, sexually. Alright, chop chop; go get together and find a place to sit with your partner.” All the students got up from their sofas and proceeded to meet up with the student they had been partnered with. For most of them, their bashfulness came back, and this was a reality check. They were expected to immediately be affectionate and spontaneous, without the direct coaching of the professors, to blame it on. Mr. and Mrs. Garza started to walk around the classroom to observe how their students were preparing for the next part of the lesson. Eventually, the 6 pairs found ways to get past all inhibitions, and the foreplay was well underway. Jackson was gently sucking on one of Alexis's pert nipples, while one of his hands was busy between her legs fingering her. Alexis, for her part, had her hand wrapped around Jackson's erect cock, and was slightly stroking it, but seemed more occupied with what Jackson was doing to her. Bethany and Devon were intensely making out, while Devon had one of his hands fondling Bethany's huge breast, Bethany was busy using two hands to stroke Devon's long, fat cock. Michelle had already taken William's cock in her mouth, and was giving him a relaxed blowjob, while also having one of her hands in between her own legs, rubbing her clit, to make sure she was prepared for her first cock. Thomas seemed to have a similar idea to Michelle, as he was in between Elizabeth's legs licking away at her pussy while the short, stacked student gently fondled her 34D breasts. Thomas also had one hand wrapped around his thick cock, to make sure it stayed hard for Elizabeth. By far, one of the most interesting ways the students were practicing foreplay was Rebecca and Bruce. Rebecca had positioned her backside so that she was grinding her large, fat ass into Bruce's cock while he had one hand reaching around grabbing one of Rebecca's firm 34B breast while his other hand was reached around, busy between her legs fingering her very wet pussy. Finally they observed the last couple, as Erika had Malcolm's very fat cock head in her mouth, and seemed to be sucking on it, quite successfully. Not to be outdone though, Malcolm had one hand busy between Erika's legs, as he eagerly fingered her, while using the other hand to hold onto, and gently massage one of Erika's large, heavy tits. As they watched their students please and arouse each other, Mrs. Garza reached out to grab hold of her husband's cock, to find it as hard as she could ever remember feeling it. She gave her husband's hard 9-inch shaft, several short strokes before she addressed the class again. Missionary Position “Alright, now that everyone seems properly aroused, I think it's time to proceed to the next part of the lesson.” Her ‘professor' voice seemed to bring the students out of a sexually induced stupor, and they all turned to pay attention to their buxom teacher. “Now the first position we are going to demonstrate is called the missionary position. This is one of the most common positions in the world, and is very popular. Now for this position the woman lies on her back with her legs spread, while the man gets in position on top of her, so they are face-to-face. Once the man is in position between the woman's legs he slides his penis inside of her. In this position he is free to kiss the woman on her lips, or if he so desires he can pay attention to and kiss her breasts; or sometimes just to look into her eyes.” The six paired-off couples continued to fondle each other while the lecture continued; “Now since the woman is underneath the man, she doesn't have the ability to move as much, but she can still kiss and make out with the man. Also, something that both partners find enjoyable in this position is when the woman wraps her legs around the man and brings his hips closer to her. This helps to pull the man's penis deeper inside the woman, and lets the man know how much she is enjoying him,” Mrs. Garza told the class. “Now let's see who should our first couple be? I think that we will have William and Michelle start us off with our demonstrations.” Demonstration One Michelle gave William's fat cockhead one last good suck, before she stood up. William eventually got up, still in a bit of a daze from Michelle's fantastic blowjob. He looked up to see Michelle walking toward the tumbling mat, that the teachers had put out for the demonstration. She turned around to look at him, and when she noticed he wasn't following her, she shook her ass a bit to entice him to follow her. William quickly awoke from his trance by the giggles of the classmates, then got up and followed Michelle over to the mat. Michelle laid down on the mat on her back and spread her legs a bit to show William what he was aiming for. Michelle had a beautiful brown landing strip of pubic hair on her otherwise shaved pussy. Her outer labia was thick and engorged even wider, from the foreplay and anticipation. William was very excited for this part of the lab, and quickly got between Michelle's spread legs. As he was about to plunge his cock inside her he felt a hand on his shoulder. He quickly turned around almost getting one of Mrs. Garza's golden breasts straight in his mouth. Mrs. Garza crouched down with him and said, “Now before you just shove your cock inside Michelle you need to make sure she is ready for you.” Mrs. Garza then reached down and grabbed William's thick cock. “Well, I see Michelle definitely got you ready for her. That's one hard cock you have, now. So what you should do first is gently rub the tip of your cock against her vagina to make sure she is wet and ready for you. Like this,” and with that she took William's cock and began rubbing it against Michelle's slit. William could feel Michelle's wetness spread across his cock head. Michelle began to moan as she felt William's fat cockhead rub against her slit especially when Mrs. Garza pushed William's cock against her clit. “Class, circle around and observe.” Mr. Garza added; “Take note of Michelle's wide-set labia. As a female becomes very aroused, her outer labia becomes puffier and slightly more wide-set. It's yet another way to affirm that she's ready for intercourse.” Mrs. Garza gently squeezed Michelle's engorged labia to emphasize the point. Mrs. Garza stood back up and said, “Well it seems like she's ready for you, William. Why don't you give it a try.” William then grabbed his thick hard cock and lined it up with Michelle's vagina. As he tried to push in he couldn't get it in so he pulled back and tried again. On the second try he was only able to get the head of his cock inside Michelle and she cried out as she felt his fat cock head enter her pussy. The other partners were standing above the demonstration, and couldn't see the bit of blood trickle down Michelle's labia. They had no clue she was ending her virginity in front of the classmates and professors. William knew. He stopped for a moment and laid his body gently onto her, his cheek pressed against hers. “Are you okay?” he whispered softly. “Oh, gawd, yes!” She softly assured him. Now don't draw attention to my secret, and let's have a good slow fuck. I need to pass this class.” Then she grabbed his face and opened her mouth to give him her tongue, in a sloppy, arousing exchange. Eventually, William's cock hungered to go deeper. Eventually his cock resumed it's descension. ‘Holy cow! her pussy is so tight I can barely get my cock inside her,' William thought to himself. ‘Let me just go slowly at first and let her adjust to my cock.' William began slowly moving his cock in and out of Michelle's pussy getting a little deeper each time. “That's real good” she assured him. “You're doing just fine. I'm loving this!” Eventually he was able to get all of his cock inside Michelle. As he felt her pussy adjust to his large intruder, he raised up off her chest and looked down at Michelle, then softly asked if she was okay. “I'm more than okay, this feels amazing and you feel really big inside of me,” Michelle said in a sultry voice, as she looked up into William's bright blue eyes. “That's because you're really wonderfully tight,” William moaned as he continued to thrust in and out of Michelle's tight vagina. “Remember what Mrs. Garza said. Don't forget about the rest of me.” Michelle reached and grabbed his hands and brought them up to her firm full breasts, so he could fondle them while he continued to fuck her. Michelle loved the feeling as William grabbed tight onto her tits, as he continued thrusting his large cock deep inside of her. As William got more into his thrusts, Michelle got even more excited, and wrapped her legs around William, to push him even deeper inside her tight pussy, while he continued to make out with her. After a while of doing this, Mr. Garza interrupted their passionate lovemaking, “Alright you two. I think that's enough for the demonstration. Why don't you two disengage so we can continue with the rest of the lesson.” William and Michelle looked up from their position on the mat looking up at their teacher very, very disappointedly. “I know, I know. But don't worry, you'll have an opportunity to continue this once the rest of the demonstrations are done. Well, for our next demonstration, Bethany & Devon, stay here. And the other partners can return to the sofas. Why don't we try woman-on-top position, commonly known as the cowgirl position. Now in this position the man lies on his back while the woman gets on top of him, and inserts his penis inside of her vagina.” Mrs. Garza handed some paper towels to Michelle, as Mr. Garza continued his lecture. Michelle handed William some of them and he slowly raised onto all fours. Michelle swiftly wiped herself and wadded the spent towels. Then William reached in to slide his towels along the length of his still-rigid shaft and tip. She took his towel and prepared to eventually get up. They heard Mr. Garza continue his instructions; “Devon and Bethany will demonstrate this position for us.” Bethany and Devon were standing next to each other; Devon's arm around Bethany's ass-cheek. as Bethany stroked Devon's long, fat cock while Devon was gently fingering Bethany's vagina, which was very wet. Bethany stepped forward when she heard Mr. Garza call hers and Devon's names. She gently pulled Devon along with her, by his very hard cock, as a dog is walked on a leash. As they reached the mat, Bethany gently pushed Devon down so he was lying on his back. Bethany then straddled, facing Devon, and adjusted into position above his towering huge cock. Mr. Garza asked William & Michelle to sit down and recoup on the leather sofa next to the Chaise Lounge. William led Michelle to the sofa and lay down on his side. Then he patted the cushion, gesturing for her to lay with him. She gladly accepted his suggestion and they ‘cuddled' for the next demonstration. Demonstration Two ‘Oh my gosh, I can't believe I'm about to sit on this huge dick,' Bethany thought to herself. She reached down to grab Devon's rock hard cock and rubbed the head gently against her slit. ‘Holy crap he's not even inside me yet and feels so huge against the outside of my pussy.' Eventually she took a hold of Devon's cock and began sliding her pussy on to it. She couldn't believe how big he immediately felt inside of her. For Devon's part, he threw his head back and moaned in pleasure, as he felt Bethany's tight pussy pulling his cock into her. Devon reached up to caress Bethany's pendulous breasts, rubbing her nipples with his thumbs. ‘Holy shit, this is a huge cock,' Bethany thought, as she continued to take more of Devon's big cock into her pussy. ‘And he's driving me wild with his fingers on my nipples!' Eventually she felt like she had most of his cock inside her, and she began to pull back up, and started to ride his cock. While Devon was definitely enjoying the sensation of Bethany riding his cock, he slid both hands down to caress her hips and try to enhance her rhythm with a bit of his own movement. He couldn't resist staring up and watching Bethany's huge 32F breasts sway while she rode his huge cock. Bethany looked down at Devon and said, “You know this position is perfect for grabbing my tits. Mine are very, very sensitive. Here let me help you.” She then reached down to grab his arms and brings his hands back up to her large breasts. “Oh yeah, fuck that feels good. I love when a guy plays with my tits and it's even better because you have a huge fucking cock,” Bethany moaned as Devon fondled her huge tits, making sure to also rub her hard, stiff nipples. Bethany's comments brought more confidence to Devon and she felt his cock get stiffer in her pussy while he fondled her breasts. With his extended confidence, Devon began pushing his cock up into Bethany from beneath her. This drove Bethany wild, and she moaned out loud, “Oh god, yes! Keep fucking me with your huge cock!” After a moment of pushing up into her, Devon grabbed Bethany's hips and brought her down deeper onto his cock which made Bethany tense up a bit as Devon went deeper than any other guy she had been with, by a lot. After a bit of this, Mrs. Garza said, “Alright I think that's enough, you two. Let's move on to the next pair.” Bethany slowly stood up on shaky legs, as she felt Devon's rigid cock withdraw from her well-fucked pussy. Mrs. Garza the told the class, “Now the next position we are going to demonstrate is commonly known as doggy style because it is similar to how most mammals have sex. Now most women really enjoy this position because it allows for very deep penetration. Men also like this position because it gives them free access to enjoy the woman's body. You can reach around and feel a woman's breasts or reach around and rub her clit to give her extra pleasure or you can simply grab onto her ass and pound away. “Now for this position“ Mr. Garza said; “I think we will have Rebecca and Bruce give us a demonstration.” Devon then stood up as well, and helped Bethany, as they went back to the open sofa. To be continued. By zachattack163 for Literotica

After Lab One, the students exchange places for Lab Two. Fallatio & Cunnilingus. By zachattack163 and adapted for this platform. Listen to the ► Podcast At Steamy Stories. Lab One was done, and 6 students reclined in their chairs, in the bliss of post-orgasm. The professors, Phoebe & Antonio Garza, were admiring the success of their well-prepared lesson plan. But they need things to move along and keep the class on schedule. The professors marked some charts as the students participated in Lab One. They were graded on how well they followed both the instruction and the demonstration that the professors provided. Lab Two The 12 students were in the same pairs, for this 2nd lab, as they were for the 1st. The partners were as follows: ·      Erika & Jackson. ·      Rebecca & Devon. ·      Alexis & Thomas. ·      Bethany & William. ·      Michelle & Bruce. ·      Elizabeth & Malcolm. Bruce led the way as he got up excitedly, and helped Michelle to her feet before getting her to sit back down on the chair and spread her legs. Michelle was already incredibly wet in anticipation, and she was also very turned on from having just swallowed Bruce's cum, her first-ever. Bruce immediately dove between her legs and began to lick her sweet pussy. As he pushed his finger inside Michelle, Bruce was a little surprised to find how tight Michelle was inside. ‘Wow! She feels like she's never had a cock inside of her,' Bruce thought, ‘I really hope I get the chance to stick my cock inside of her at some point because this tight pussy is going to feel so good.' Michelle laid back and enjoyed Bruce's oral attention, knowing that it wasn't going to take long for her to have an orgasm since she was already so aroused. Everyone else in the class began to switch with their partners and soon the classroom was once again filled with the sounds of people moaning in pleasure. Rebecca was working hard to get much of Devon's huge cock in her mouth and was just marveling at how big he was. ‘Wow, I'm definitely going to have to feel this pussy stretcher in me at some point,' thought Rebecca. Devon was just laying back and enjoying the attention Rebecca was paying to his cock. He had never had a girl touch his cock and now one of the best looking girls on campus was sucking him off. He knew he wouldn't last very long and so he looked down to admire Rebecca's big ass before once again focusing on her big green eyes as she serviced his cock. Jackson was so turned on that he knew he was going to finish very quickly, after Erika put his cock in her mouth. Erika wasn't the best at giving a blowjob but Jackson was so pent up he didn't even care, and looking down behind her head to see her nice round ass. He got distracted as he saw her big tits bouncing while she bobbed on his cock. It was too much for Jackson, and he tapped Erika on the shoulder and moaned, “Oh god, yes!” as he began ejaculating in Erika's mouth. Erika, surprised at the quickness of Jackson's orgasm, quickly began trying to swallow his semen. Alexis was working really hard to get Thomas's fat cock in her mouth but she was having trouble getting past the head. Thomas realizing her difficulty grabbed her head so she would look up at him and told her, “That's okay just keep sucking on my head and looking at me. That will be enough to get me off.” She looked up at him with her big brown doe eyes and just continued licking the head of his fat cock. Malcolm decided that he wanted to pay attention to Elizabeth's big breasts first. So he started licking one of her nipples while fondling the other tit, while his other hand got busy between Elizabeth's legs, fingering her. Malcolm still couldn't believe that such a short skinny girl could have such big tits but he realized they were definitely real as he was fondling them. Hearing Elizabeth's moaning getting louder he realized that he should start licking her pussy soon before he made her cum just from fingering her, so he got between her widely-parted legs and began licking away. Bethany was enjoying William's efforts as he licked away at her pussy. ‘Wow! William is pretty good at eating pussy. Definitely better than I would have expected.' Her thoughts were interrupted when she heard a voice behind her. “Here, William; let me help you out a bit,” she turned around to see Mr. Garza standing behind her. Mr. Garza then reached around and cupped one of Bethany's huge boobs in each of his hands. He then began fondling Bethany's large tits and said, “Wow Bethany you have such nice breasts and I can tell that they are real, which is very nice to see with breasts this large.” Bethany just relaxed and enjoyed the sensation of William licking her pussy while her teacher fondled her huge tits in his strong hands. All the sudden the combined pleasure of what the two men were doing to her was too much, and Bethany felt herself began to experience one of the best orgasms she had ever had, as she moaned loud enough for the entire class to hear. Hearing Bethany's orgasmic moans and feeling Bruce's tongue and middle finger inside of her, was too much for Michelle as she started a very powerful orgasm. Bruce felt Michelle's already tight pussy get even tighter on his finger, as she started orgasming and he continued to lick her rock-hard clit through her orgasm. Rebecca's continued assault on Devon's huge cock was too much and he moaned, “Oh please don't stop.” Rebecca gave the big cock a few more bobs before she felt his testicles tense up in her hand, and immediately pulled up so just the head of Devon's cock was in her mouth as he began ejaculating. After all the attention Malcolm had given her, and all the stimulation of sex moans going through the room, Elizabeth could no longer take it. She grabbed Malcolm's head and pushed it between her legs and started cumming like crazy, having her legs shake a bit in the process. Alexis was still working on Thomas's fat cock head and her attentions were getting him very close. He told her, “Oh god, Alexis don't stop, you're doing so well. Oh! I'm so close, keep going Alexis.” Following his encouragement Alexis started sucking at his cock head harder while her tongue found the sensitive underside of his glans. She was rewarded with a large load of cum very quickly. She worked at swallowing all of Thomas's semen while he continued to cum in her mouth. Eventually, the excess ran down her chin. As his explosions subsided, she gave the underside of his tip one last tickle. Thomas pleaded; “Stop!” Alexis slid back off his tip, causing an audible smacking sound. Then she looked into his eyes with a sultry smile; while slowly scooping his excess spunk from her chin with her finger. Unaware that the entire classroom was watching her, she slowly lifted her frosted finger to her tongue and licked all the icing off, then inserted her wet finger deep into her mouth and rolled her tongue around it. Then she winked at him. Silence continued in the room, until the professor spoke. “All right, now that everyone has reached a satisfying orgasm, you are free to leave,” Mr. Garza told the class. “Now remember if at any point you want to practice what you have learned you are free to practice with one of your classmates,” Mrs. Garza reminded the students as they started getting dressed and getting all of their stuff together. “No one is required to do anything outside these structured labs. And please; do not discuss anything from these labs with anyone, even each other. What happens here, stays here. You all want your privacy respected.” When the students were dressed, Mr. Garza pressed the button by the chalkboard, and remotely unlocked the classroom doors. Session Two Dismissed As the students left the classroom, several of them pulled out phones and asked for their lab partner's numbers. Professor Phoebe felt her Antonio come up behind her, and press his once again rock hard cock, against her round ass. He then reached up to cup one of her large tits in each of his strong hands. “So what did you think about that lesson?” he asked Phoebe, as he fondled her breasts while rubbing his hard cock against the crack of her large ass. “It certainly looked like you were enjoying yourself when you were sucking on Malcolm's huge cock head. I might have to punish you for that later,” he added as he whispered in her ear. “As I recall, you enjoy the fact that I enjoy having a cock in my mouth,” she responded, as she grounded her ass harder into his cock. “Besides it's not like you weren't enjoying yourself when you were holding on to Bethany's huge tits while William was licking her pussy.” “Well I was just following your example,” he said to his wife. “Now why don't you go over to the table and bend over so you can receive your punishment.” “Yes sir,” Phoebe responded to her husband's discipline fantasy, as she moved to bend over the teacher's table while shaking her shapely rear end enticingly. Antonio then walked over to his wife. He admired her firm round ass while rubbing one hand up and down her cheek enjoying the smoothness of her skin. He then brought his hand back to give her a firm but pleasurable smack on her ass. Phoebe yelped slightly as she enjoyed the ‘punishment'. Antonio gave his wife's fantastic ass a couple more spanks before bringing his large cock up and smacking his cock against his wife's ass. “Oh babe enough teasing I really need it now,” Phoebe moaned to her husband, her pussy was practically dripping after the display in the classroom and the teasing spanks from her husband. With very little warning, Antonio quickly shoved his large cock into her pussy. “Oh yeah babe give me that big fuck pole!” Phoebe yelled. Antonio had his head back enjoying the fantastic sensations of his wife's tight pussy grabbing his thick cock. He then looked back down to see her nice round ass bounce each time he thrust his cock deep inside of her. “Wow baby you just have such a nice ass, I love this view,” he said. “Here let me show you how you can enjoy the view even more,” she said back to her husband as she placed her hand on his hip so he would stop thrusting for a moment. Antonio stopped his thrusting, just leaving a bit of his cock still in his wife and watched as she proceeded to back her ass up on his cock before getting into a rhythm so that she was bouncing her round ass on her well-hung man. “Oh yeah babe how's that view? Are you working up a big load for me?” she asked. “Oh yeah baby I'm definitely working up a huge load for you in these big balls of mine,” he responded. “Oh babe, give it to me I want to feel you shoot your nut up inside of me. Come on give me your nut,” Phoebe begged. All the pleasure and encouragement was too much for Antonio and he pushed his large cock as far as it would go into his buxom lover, while reaching up to grab her swinging tits in his hands. He then unloaded his pent up cum into her with extreme force. “Oh yeah babe, I can feel you shooting it all inside me. I'm going to cum too!” Phoebe wailed as she started having and orgasm. She could feel her pussy grabbing Antonio's ejaculating penis as she had one of the best orgasms of her life. Phoebe couldn't believe how much cum he was shooting into her, Wow he must have really enjoyed the students' display if he's cumming this hard, she thought to herself. Eventually, Phoebe's orgasm wained, and Antonio pulled out his exhausted cock from his sex-goddess wife. Phoebe then turned to look at her man and said, “Wow babe, I thought you shot a lot of cum into my mouth earlier, but that was a huge load. I can still feel it deep in my pussy.” “Yeah, I don't know what happened, but it felt so good to shoot that much cum in you. I guess seeing all those students performing oral sex was more stimulation than I realized. I can't wait for these sessions to continue. I especially can't wait until we get to the end of the class and we get an opportunity to fuck the students,” he said. “Yeah I know what you mean. After seeing all of those girls sucking the boys' cocks I can't wait to try having those young cocks inside me,” she said. “Well now, time to prepare for the next lesson.” Session Three Devon greeted his classmates in the hall of the building, He was surprised at being the last student to arrive. His nerd reputation might just took a direct hit. But he was happy to be greeted so warmly by all of them. And especially when Rebecca, his lab partner from last session, winked at him. All of the students were waiting outside the classroom door when the lock buzzed and opened for them. As they filed in and walked down the many steps toward the front, Mr. Garza counted all 12 students, then pressed the button again and the locks clicked. Then the classmates began stripping off their clothes in excited anticipation of what today's sex lesson would hold. Once all the students were completely naked and situated on the sofas, Mr. and Mrs. Garza stood to greet their students completely nude. “I want to commend the entire class on both your presentation and deportment in the last session.” Mrs. Garza said. “You all seem to keep very good personal hygiene. That's essential. And you all demonstrated kindness, patience, and encouragement to one another. We can't say enough just how essential that is to positive and pleasurable human sexuality.” “We hope that continues,” Mr. Garza added; “and you all spare us the uncomfortable duty of speaking to you personally about either your hygiene, or your unconstructive interactions with others in the class.” “Now class I'm sure some of you are already anticipating this, but, today we will be talking about sexual intercourse, or what is commonly referred to simply as sex,” Mrs. Garza said to the class. “I'm sure most of you know this but, sexual intercourse is when the man puts his penis inside the woman's vagina,” Mr. Garza said to the class as his own penis had reached full erection from seeing his attractive young female students naked. “I'm sure most of you know, sexual intercourse is how a man gets a woman pregnant, but I know all the young ladies in this class are taking their birth control so we won't have to worry about that,” Mrs. Garza commented to the class, “and let me tell you young ladies it a very good thing that you are on birth control because feeling a man's penis ejaculating inside of you is an amazing experience.” “Another thing to note about sexual intercourse is there are a number of different positions you can have sex in,” said Mr. Garza. “We believe that it would be too difficult for just the two of us to show you all the different sexual positions. So after the fantastic results of last class period, we decided that we will pair all of you up so that you can show your classmates all the different positions,” Mrs. Garza told the class. This caused quite a bit of excitement amongst the students, as they were surprised and intrigued that they would get to have sex with their classmates so quickly. Mr. Garza addressed the class, “so what we will do now is pair each of you with a new partner. Once we pair you with your partner we want the two of you to get together and start arousing each other. Once all of you are properly aroused for sex then we will let you know what position you and your partner are going to demonstrate for the class.” Lab Three “Now let's figure out what these partnerships are going to be,” Mrs. Garza said excitedly. “Now, let's have; ·      Rebecca & Bruce. ·      Bethany & Devon. ·      Erika & Malcolm. ·      Alexis & Jackson. ·      Michelle & William. ·      Elizabeth & Thomas. Well these all seem like good partnerships. Now get together with your assigned partner, and remember what we learned from our previous lessons, and use those techniques to arouse your partner, sexually. Alright, chop chop; go get together and find a place to sit with your partner.” All the students got up from their sofas and proceeded to meet up with the student they had been partnered with. For most of them, their bashfulness came back, and this was a reality check. They were expected to immediately be affectionate and spontaneous, without the direct coaching of the professors, to blame it on. Mr. and Mrs. Garza started to walk around the classroom to observe how their students were preparing for the next part of the lesson. Eventually, the 6 pairs found ways to get past all inhibitions, and the foreplay was well underway. Jackson was gently sucking on one of Alexis's pert nipples, while one of his hands was busy between her legs fingering her. Alexis, for her part, had her hand wrapped around Jackson's erect cock, and was slightly stroking it, but seemed more occupied with what Jackson was doing to her. Bethany and Devon were intensely making out, while Devon had one of his hands fondling Bethany's huge breast, Bethany was busy using two hands to stroke Devon's long, fat cock. Michelle had already taken William's cock in her mouth, and was giving him a relaxed blowjob, while also having one of her hands in between her own legs, rubbing her clit, to make sure she was prepared for her first cock. Thomas seemed to have a similar idea to Michelle, as he was in between Elizabeth's legs licking away at her pussy while the short, stacked student gently fondled her 34D breasts. Thomas also had one hand wrapped around his thick cock, to make sure it stayed hard for Elizabeth. By far, one of the most interesting ways the students were practicing foreplay was Rebecca and Bruce. Rebecca had positioned her backside so that she was grinding her large, fat ass into Bruce's cock while he had one hand reaching around grabbing one of Rebecca's firm 34B breast while his other hand was reached around, busy between her legs fingering her very wet pussy. Finally they observed the last couple, as Erika had Malcolm's very fat cock head in her mouth, and seemed to be sucking on it, quite successfully. Not to be outdone though, Malcolm had one hand busy between Erika's legs, as he eagerly fingered her, while using the other hand to hold onto, and gently massage one of Erika's large, heavy tits. As they watched their students please and arouse each other, Mrs. Garza reached out to grab hold of her husband's cock, to find it as hard as she could ever remember feeling it. She gave her husband's hard 9-inch shaft, several short strokes before she addressed the class again. Missionary Position “Alright, now that everyone seems properly aroused, I think it's time to proceed to the next part of the lesson.” Her ‘professor' voice seemed to bring the students out of a sexually induced stupor, and they all turned to pay attention to their buxom teacher. “Now the first position we are going to demonstrate is called the missionary position. This is one of the most common positions in the world, and is very popular. Now for this position the woman lies on her back with her legs spread, while the man gets in position on top of her, so they are face-to-face. Once the man is in position between the woman's legs he slides his penis inside of her. In this position he is free to kiss the woman on her lips, or if he so desires he can pay attention to and kiss her breasts; or sometimes just to look into her eyes.” The six paired-off couples continued to fondle each other while the lecture continued; “Now since the woman is underneath the man, she doesn't have the ability to move as much, but she can still kiss and make out with the man. Also, something that both partners find enjoyable in this position is when the woman wraps her legs around the man and brings his hips closer to her. This helps to pull the man's penis deeper inside the woman, and lets the man know how much she is enjoying him,” Mrs. Garza told the class. “Now let's see who should our first couple be? I think that we will have William and Michelle start us off with our demonstrations.” Demonstration One Michelle gave William's fat cockhead one last good suck, before she stood up. William eventually got up, still in a bit of a daze from Michelle's fantastic blowjob. He looked up to see Michelle walking toward the tumbling mat, that the teachers had put out for the demonstration. She turned around to look at him, and when she noticed he wasn't following her, she shook her ass a bit to entice him to follow her. William quickly awoke from his trance by the giggles of the classmates, then got up and followed Michelle over to the mat. Michelle laid down on the mat on her back and spread her legs a bit to show William what he was aiming for. Michelle had a beautiful brown landing strip of pubic hair on her otherwise shaved pussy. Her outer labia was thick and engorged even wider, from the foreplay and anticipation. William was very excited for this part of the lab, and quickly got between Michelle's spread legs. As he was about to plunge his cock inside her he felt a hand on his shoulder. He quickly turned around almost getting one of Mrs. Garza's golden breasts straight in his mouth. Mrs. Garza crouched down with him and said, “Now before you just shove your cock inside Michelle you need to make sure she is ready for you.” Mrs. Garza then reached down and grabbed William's thick cock. “Well, I see Michelle definitely got you ready for her. That's one hard cock you have, now. So what you should do first is gently rub the tip of your cock against her vagina to make sure she is wet and ready for you. Like this,” and with that she took William's cock and began rubbing it against Michelle's slit. William could feel Michelle's wetness spread across his cock head. Michelle began to moan as she felt William's fat cockhead rub against her slit especially when Mrs. Garza pushed William's cock against her clit. “Class, circle around and observe.” Mr. Garza added; “Take note of Michelle's wide-set labia. As a female becomes very aroused, her outer labia becomes puffier and slightly more wide-set. It's yet another way to affirm that she's ready for intercourse.” Mrs. Garza gently squeezed Michelle's engorged labia to emphasize the point. Mrs. Garza stood back up and said, “Well it seems like she's ready for you, William. Why don't you give it a try.” William then grabbed his thick hard cock and lined it up with Michelle's vagina. As he tried to push in he couldn't get it in so he pulled back and tried again. On the second try he was only able to get the head of his cock inside Michelle and she cried out as she felt his fat cock head enter her pussy. The other partners were standing above the demonstration, and couldn't see the bit of blood trickle down Michelle's labia. They had no clue she was ending her virginity in front of the classmates and professors. William knew. He stopped for a moment and laid his body gently onto her, his cheek pressed against hers. “Are you okay?” he whispered softly. “Oh, gawd, yes!” She softly assured him. Now don't draw attention to my secret, and let's have a good slow fuck. I need to pass this class.” Then she grabbed his face and opened her mouth to give him her tongue, in a sloppy, arousing exchange. Eventually, William's cock hungered to go deeper. Eventually his cock resumed it's descension. ‘Holy cow! her pussy is so tight I can barely get my cock inside her,' William thought to himself. ‘Let me just go slowly at first and let her adjust to my cock.' William began slowly moving his cock in and out of Michelle's pussy getting a little deeper each time. “That's real good” she assured him. “You're doing just fine. I'm loving this!” Eventually he was able to get all of his cock inside Michelle. As he felt her pussy adjust to his large intruder, he raised up off her chest and looked down at Michelle, then softly asked if she was okay. “I'm more than okay, this feels amazing and you feel really big inside of me,” Michelle said in a sultry voice, as she looked up into William's bright blue eyes. “That's because you're really wonderfully tight,” William moaned as he continued to thrust in and out of Michelle's tight vagina. “Remember what Mrs. Garza said. Don't forget about the rest of me.” Michelle reached and grabbed his hands and brought them up to her firm full breasts, so he could fondle them while he continued to fuck her. Michelle loved the feeling as William grabbed tight onto her tits, as he continued thrusting his large cock deep inside of her. As William got more into his thrusts, Michelle got even more excited, and wrapped her legs around William, to push him even deeper inside her tight pussy, while he continued to make out with her. After a while of doing this, Mr. Garza interrupted their passionate lovemaking, “Alright you two. I think that's enough for the demonstration. Why don't you two disengage so we can continue with the rest of the lesson.” William and Michelle looked up from their position on the mat looking up at their teacher very, very disappointedly. “I know, I know. But don't worry, you'll have an opportunity to continue this once the rest of the demonstrations are done. Well, for our next demonstration, Bethany & Devon, stay here. And the other partners can return to the sofas. Why don't we try woman-on-top position, commonly known as the cowgirl position. Now in this position the man lies on his back while the woman gets on top of him, and inserts his penis inside of her vagina.” Mrs. Garza handed some paper towels to Michelle, as Mr. Garza continued his lecture. Michelle handed William some of them and he slowly raised onto all fours. Michelle swiftly wiped herself and wadded the spent towels. Then William reached in to slide his towels along the length of his still-rigid shaft and tip. She took his towel and prepared to eventually get up. They heard Mr. Garza continue his instructions; “Devon and Bethany will demonstrate this position for us.” Bethany and Devon were standing next to each other; Devon's arm around Bethany's ass-cheek. as Bethany stroked Devon's long, fat cock while Devon was gently fingering Bethany's vagina, which was very wet. Bethany stepped forward when she heard Mr. Garza call hers and Devon's names. She gently pulled Devon along with her, by his very hard cock, as a dog is walked on a leash. As they reached the mat, Bethany gently pushed Devon down so he was lying on his back. Bethany then straddled, facing Devon, and adjusted into position above his towering huge cock. Mr. Garza asked William & Michelle to sit down and recoup on the leather sofa next to the Chaise Lounge. William led Michelle to the sofa and lay down on his side. Then he patted the cushion, gesturing for her to lay with him. She gladly accepted his suggestion and they ‘cuddled' for the next demonstration. Demonstration Two ‘Oh my gosh, I can't believe I'm about to sit on this huge dick,' Bethany thought to herself. She reached down to grab Devon's rock hard cock and rubbed the head gently against her slit. ‘Holy crap he's not even inside me yet and feels so huge against the outside of my pussy.' Eventually she took a hold of Devon's cock and began sliding her pussy on to it. She couldn't believe how big he immediately felt inside of her. For Devon's part, he threw his head back and moaned in pleasure, as he felt Bethany's tight pussy pulling his cock into her. Devon reached up to caress Bethany's pendulous breasts, rubbing her nipples with his thumbs. ‘Holy shit, this is a huge cock,' Bethany thought, as she continued to take more of Devon's big cock into her pussy. ‘And he's driving me wild with his fingers on my nipples!' Eventually she felt like she had most of his cock inside her, and she began to pull back up, and started to ride his cock. While Devon was definitely enjoying the sensation of Bethany riding his cock, he slid both hands down to caress her hips and try to enhance her rhythm with a bit of his own movement. He couldn't resist staring up and watching Bethany's huge 32F breasts sway while she rode his huge cock. Bethany looked down at Devon and said, “You know this position is perfect for grabbing my tits. Mine are very, very sensitive. Here let me help you.” She then reached down to grab his arms and brings his hands back up to her large breasts. “Oh yeah, fuck that feels good. I love when a guy plays with my tits and it's even better because you have a huge fucking cock,” Bethany moaned as Devon fondled her huge tits, making sure to also rub her hard, stiff nipples. Bethany's comments brought more confidence to Devon and she felt his cock get stiffer in her pussy while he fondled her breasts. With his extended confidence, Devon began pushing his cock up into Bethany from beneath her. This drove Bethany wild, and she moaned out loud, “Oh god, yes! Keep fucking me with your huge cock!” After a moment of pushing up into her, Devon grabbed Bethany's hips and brought her down deeper onto his cock which made Bethany tense up a bit as Devon went deeper than any other guy she had been with, by a lot. After a bit of this, Mrs. Garza said, “Alright I think that's enough, you two. Let's move on to the next pair.” Bethany slowly stood up on shaky legs, as she felt Devon's rigid cock withdraw from her well-fucked pussy. Mrs. Garza the told the class, “Now the next position we are going to demonstrate is commonly known as doggy style because it is similar to how most mammals have sex. Now most women really enjoy this position because it allows for very deep penetration. Men also like this position because it gives them free access to enjoy the woman's body. You can reach around and feel a woman's breasts or reach around and rub her clit to give her extra pleasure or you can simply grab onto her ass and pound away. “Now for this position“ Mr. Garza said; “I think we will have Rebecca and Bruce give us a demonstration.” Devon then stood up as well, and helped Bethany, as they went back to the open sofa. To be continued. By zachattack163 for Literotica

After Lab One, the students exchange places for Lab Two. Fallatio & Cunnilingus. By zachattack163 and adapted for this platform. Listen to the ► Podcast At Steamy Stories. Lab One was done, and 6 students reclined in their chairs, in the bliss of post-orgasm. The professors, Phoebe & Antonio Garza, were admiring the success of their well-prepared lesson plan. But they need things to move along and keep the class on schedule. The professors marked some charts as the students participated in Lab One. They were graded on how well they followed both the instruction and the demonstration that the professors provided. Lab Two The 12 students were in the same pairs, for this 2nd lab, as they were for the 1st. The partners were as follows: ·      Erika & Jackson. ·      Rebecca & Devon. ·      Alexis & Thomas. ·      Bethany & William. ·      Michelle & Bruce. ·      Elizabeth & Malcolm. Bruce led the way as he got up excitedly, and helped Michelle to her feet before getting her to sit back down on the chair and spread her legs. Michelle was already incredibly wet in anticipation, and she was also very turned on from having just swallowed Bruce's cum, her first-ever. Bruce immediately dove between her legs and began to lick her sweet pussy. As he pushed his finger inside Michelle, Bruce was a little surprised to find how tight Michelle was inside. ‘Wow! She feels like she's never had a cock inside of her,' Bruce thought, ‘I really hope I get the chance to stick my cock inside of her at some point because this tight pussy is going to feel so good.' Michelle laid back and enjoyed Bruce's oral attention, knowing that it wasn't going to take long for her to have an orgasm since she was already so aroused. Everyone else in the class began to switch with their partners and soon the classroom was once again filled with the sounds of people moaning in pleasure. Rebecca was working hard to get much of Devon's huge cock in her mouth and was just marveling at how big he was. ‘Wow, I'm definitely going to have to feel this pussy stretcher in me at some point,' thought Rebecca. Devon was just laying back and enjoying the attention Rebecca was paying to his cock. He had never had a girl touch his cock and now one of the best looking girls on campus was sucking him off. He knew he wouldn't last very long and so he looked down to admire Rebecca's big ass before once again focusing on her big green eyes as she serviced his cock. Jackson was so turned on that he knew he was going to finish very quickly, after Erika put his cock in her mouth. Erika wasn't the best at giving a blowjob but Jackson was so pent up he didn't even care, and looking down behind her head to see her nice round ass. He got distracted as he saw her big tits bouncing while she bobbed on his cock. It was too much for Jackson, and he tapped Erika on the shoulder and moaned, “Oh god, yes!” as he began ejaculating in Erika's mouth. Erika, surprised at the quickness of Jackson's orgasm, quickly began trying to swallow his semen. Alexis was working really hard to get Thomas's fat cock in her mouth but she was having trouble getting past the head. Thomas realizing her difficulty grabbed her head so she would look up at him and told her, “That's okay just keep sucking on my head and looking at me. That will be enough to get me off.” She looked up at him with her big brown doe eyes and just continued licking the head of his fat cock. Malcolm decided that he wanted to pay attention to Elizabeth's big breasts first. So he started licking one of her nipples while fondling the other tit, while his other hand got busy between Elizabeth's legs, fingering her. Malcolm still couldn't believe that such a short skinny girl could have such big tits but he realized they were definitely real as he was fondling them. Hearing Elizabeth's moaning getting louder he realized that he should start licking her pussy soon before he made her cum just from fingering her, so he got between her widely-parted legs and began licking away. Bethany was enjoying William's efforts as he licked away at her pussy. ‘Wow! William is pretty good at eating pussy. Definitely better than I would have expected.' Her thoughts were interrupted when she heard a voice behind her. “Here, William; let me help you out a bit,” she turned around to see Mr. Garza standing behind her. Mr. Garza then reached around and cupped one of Bethany's huge boobs in each of his hands. He then began fondling Bethany's large tits and said, “Wow Bethany you have such nice breasts and I can tell that they are real, which is very nice to see with breasts this large.” Bethany just relaxed and enjoyed the sensation of William licking her pussy while her teacher fondled her huge tits in his strong hands. All the sudden the combined pleasure of what the two men were doing to her was too much, and Bethany felt herself began to experience one of the best orgasms she had ever had, as she moaned loud enough for the entire class to hear. Hearing Bethany's orgasmic moans and feeling Bruce's tongue and middle finger inside of her, was too much for Michelle as she started a very powerful orgasm. Bruce felt Michelle's already tight pussy get even tighter on his finger, as she started orgasming and he continued to lick her rock-hard clit through her orgasm. Rebecca's continued assault on Devon's huge cock was too much and he moaned, “Oh please don't stop.” Rebecca gave the big cock a few more bobs before she felt his testicles tense up in her hand, and immediately pulled up so just the head of Devon's cock was in her mouth as he began ejaculating. After all the attention Malcolm had given her, and all the stimulation of sex moans going through the room, Elizabeth could no longer take it. She grabbed Malcolm's head and pushed it between her legs and started cumming like crazy, having her legs shake a bit in the process. Alexis was still working on Thomas's fat cock head and her attentions were getting him very close. He told her, “Oh god, Alexis don't stop, you're doing so well. Oh! I'm so close, keep going Alexis.” Following his encouragement Alexis started sucking at his cock head harder while her tongue found the sensitive underside of his glans. She was rewarded with a large load of cum very quickly. She worked at swallowing all of Thomas's semen while he continued to cum in her mouth. Eventually, the excess ran down her chin. As his explosions subsided, she gave the underside of his tip one last tickle. Thomas pleaded; “Stop!” Alexis slid back off his tip, causing an audible smacking sound. Then she looked into his eyes with a sultry smile; while slowly scooping his excess spunk from her chin with her finger. Unaware that the entire classroom was watching her, she slowly lifted her frosted finger to her tongue and licked all the icing off, then inserted her wet finger deep into her mouth and rolled her tongue around it. Then she winked at him. Silence continued in the room, until the professor spoke. “All right, now that everyone has reached a satisfying orgasm, you are free to leave,” Mr. Garza told the class. “Now remember if at any point you want to practice what you have learned you are free to practice with one of your classmates,” Mrs. Garza reminded the students as they started getting dressed and getting all of their stuff together. “No one is required to do anything outside these structured labs. And please; do not discuss anything from these labs with anyone, even each other. What happens here, stays here. You all want your privacy respected.” When the students were dressed, Mr. Garza pressed the button by the chalkboard, and remotely unlocked the classroom doors. Session Two Dismissed As the students left the classroom, several of them pulled out phones and asked for their lab partner's numbers. Professor Phoebe felt her Antonio come up behind her, and press his once again rock hard cock, against her round ass. He then reached up to cup one of her large tits in each of his strong hands. “So what did you think about that lesson?” he asked Phoebe, as he fondled her breasts while rubbing his hard cock against the crack of her large ass. “It certainly looked like you were enjoying yourself when you were sucking on Malcolm's huge cock head. I might have to punish you for that later,” he added as he whispered in her ear. “As I recall, you enjoy the fact that I enjoy having a cock in my mouth,” she responded, as she grounded her ass harder into his cock. “Besides it's not like you weren't enjoying yourself when you were holding on to Bethany's huge tits while William was licking her pussy.” “Well I was just following your example,” he said to his wife. “Now why don't you go over to the table and bend over so you can receive your punishment.” “Yes sir,” Phoebe responded to her husband's discipline fantasy, as she moved to bend over the teacher's table while shaking her shapely rear end enticingly. Antonio then walked over to his wife. He admired her firm round ass while rubbing one hand up and down her cheek enjoying the smoothness of her skin. He then brought his hand back to give her a firm but pleasurable smack on her ass. Phoebe yelped slightly as she enjoyed the ‘punishment'. Antonio gave his wife's fantastic ass a couple more spanks before bringing his large cock up and smacking his cock against his wife's ass. “Oh babe enough teasing I really need it now,” Phoebe moaned to her husband, her pussy was practically dripping after the display in the classroom and the teasing spanks from her husband. With very little warning, Antonio quickly shoved his large cock into her pussy. “Oh yeah babe give me that big fuck pole!” Phoebe yelled. Antonio had his head back enjoying the fantastic sensations of his wife's tight pussy grabbing his thick cock. He then looked back down to see her nice round ass bounce each time he thrust his cock deep inside of her. “Wow baby you just have such a nice ass, I love this view,” he said. “Here let me show you how you can enjoy the view even more,” she said back to her husband as she placed her hand on his hip so he would stop thrusting for a moment. Antonio stopped his thrusting, just leaving a bit of his cock still in his wife and watched as she proceeded to back her ass up on his cock before getting into a rhythm so that she was bouncing her round ass on her well-hung man. “Oh yeah babe how's that view? Are you working up a big load for me?” she asked. “Oh yeah baby I'm definitely working up a huge load for you in these big balls of mine,” he responded. “Oh babe, give it to me I want to feel you shoot your nut up inside of me. Come on give me your nut,” Phoebe begged. All the pleasure and encouragement was too much for Antonio and he pushed his large cock as far as it would go into his buxom lover, while reaching up to grab her swinging tits in his hands. He then unloaded his pent up cum into her with extreme force. “Oh yeah babe, I can feel you shooting it all inside me. I'm going to cum too!” Phoebe wailed as she started having and orgasm. She could feel her pussy grabbing Antonio's ejaculating penis as she had one of the best orgasms of her life. Phoebe couldn't believe how much cum he was shooting into her, Wow he must have really enjoyed the students' display if he's cumming this hard, she thought to herself. Eventually, Phoebe's orgasm wained, and Antonio pulled out his exhausted cock from his sex-goddess wife. Phoebe then turned to look at her man and said, “Wow babe, I thought you shot a lot of cum into my mouth earlier, but that was a huge load. I can still feel it deep in my pussy.” “Yeah, I don't know what happened, but it felt so good to shoot that much cum in you. I guess seeing all those students performing oral sex was more stimulation than I realized. I can't wait for these sessions to continue. I especially can't wait until we get to the end of the class and we get an opportunity to fuck the students,” he said. “Yeah I know what you mean. After seeing all of those girls sucking the boys' cocks I can't wait to try having those young cocks inside me,” she said. “Well now, time to prepare for the next lesson.” Session Three Devon greeted his classmates in the hall of the building, He was surprised at being the last student to arrive. His nerd reputation might just took a direct hit. But he was happy to be greeted so warmly by all of them. And especially when Rebecca, his lab partner from last session, winked at him. All of the students were waiting outside the classroom door when the lock buzzed and opened for them. As they filed in and walked down the many steps toward the front, Mr. Garza counted all 12 students, then pressed the button again and the locks clicked. Then the classmates began stripping off their clothes in excited anticipation of what today's sex lesson would hold. Once all the students were completely naked and situated on the sofas, Mr. and Mrs. Garza stood to greet their students completely nude. “I want to commend the entire class on both your presentation and deportment in the last session.” Mrs. Garza said. “You all seem to keep very good personal hygiene. That's essential. And you all demonstrated kindness, patience, and encouragement to one another. We can't say enough just how essential that is to positive and pleasurable human sexuality.” “We hope that continues,” Mr. Garza added; “and you all spare us the uncomfortable duty of speaking to you personally about either your hygiene, or your unconstructive interactions with others in the class.” “Now class I'm sure some of you are already anticipating this, but, today we will be talking about sexual intercourse, or what is commonly referred to simply as sex,” Mrs. Garza said to the class. “I'm sure most of you know this but, sexual intercourse is when the man puts his penis inside the woman's vagina,” Mr. Garza said to the class as his own penis had reached full erection from seeing his attractive young female students naked. “I'm sure most of you know, sexual intercourse is how a man gets a woman pregnant, but I know all the young ladies in this class are taking their birth control so we won't have to worry about that,” Mrs. Garza commented to the class, “and let me tell you young ladies it a very good thing that you are on birth control because feeling a man's penis ejaculating inside of you is an amazing experience.” “Another thing to note about sexual intercourse is there are a number of different positions you can have sex in,” said Mr. Garza. “We believe that it would be too difficult for just the two of us to show you all the different sexual positions. So after the fantastic results of last class period, we decided that we will pair all of you up so that you can show your classmates all the different positions,” Mrs. Garza told the class. This caused quite a bit of excitement amongst the students, as they were surprised and intrigued that they would get to have sex with their classmates so quickly. Mr. Garza addressed the class, “so what we will do now is pair each of you with a new partner. Once we pair you with your partner we want the two of you to get together and start arousing each other. Once all of you are properly aroused for sex then we will let you know what position you and your partner are going to demonstrate for the class.” Lab Three “Now let's figure out what these partnerships are going to be,” Mrs. Garza said excitedly. “Now, let's have; ·      Rebecca & Bruce. ·      Bethany & Devon. ·      Erika & Malcolm. ·      Alexis & Jackson. ·      Michelle & William. ·      Elizabeth & Thomas. Well these all seem like good partnerships. Now get together with your assigned partner, and remember what we learned from our previous lessons, and use those techniques to arouse your partner, sexually. Alright, chop chop; go get together and find a place to sit with your partner.” All the students got up from their sofas and proceeded to meet up with the student they had been partnered with. For most of them, their bashfulness came back, and this was a reality check. They were expected to immediately be affectionate and spontaneous, without the direct coaching of the professors, to blame it on. Mr. and Mrs. Garza started to walk around the classroom to observe how their students were preparing for the next part of the lesson. Eventually, the 6 pairs found ways to get past all inhibitions, and the foreplay was well underway. Jackson was gently sucking on one of Alexis's pert nipples, while one of his hands was busy between her legs fingering her. Alexis, for her part, had her hand wrapped around Jackson's erect cock, and was slightly stroking it, but seemed more occupied with what Jackson was doing to her. Bethany and Devon were intensely making out, while Devon had one of his hands fondling Bethany's huge breast, Bethany was busy using two hands to stroke Devon's long, fat cock. Michelle had already taken William's cock in her mouth, and was giving him a relaxed blowjob, while also having one of her hands in between her own legs, rubbing her clit, to make sure she was prepared for her first cock. Thomas seemed to have a similar idea to Michelle, as he was in between Elizabeth's legs licking away at her pussy while the short, stacked student gently fondled her 34D breasts. Thomas also had one hand wrapped around his thick cock, to make sure it stayed hard for Elizabeth. By far, one of the most interesting ways the students were practicing foreplay was Rebecca and Bruce. Rebecca had positioned her backside so that she was grinding her large, fat ass into Bruce's cock while he had one hand reaching around grabbing one of Rebecca's firm 34B breast while his other hand was reached around, busy between her legs fingering her very wet pussy. Finally they observed the last couple, as Erika had Malcolm's very fat cock head in her mouth, and seemed to be sucking on it, quite successfully. Not to be outdone though, Malcolm had one hand busy between Erika's legs, as he eagerly fingered her, while using the other hand to hold onto, and gently massage one of Erika's large, heavy tits. As they watched their students please and arouse each other, Mrs. Garza reached out to grab hold of her husband's cock, to find it as hard as she could ever remember feeling it. She gave her husband's hard 9-inch shaft, several short strokes before she addressed the class again. Missionary Position “Alright, now that everyone seems properly aroused, I think it's time to proceed to the next part of the lesson.” Her ‘professor' voice seemed to bring the students out of a sexually induced stupor, and they all turned to pay attention to their buxom teacher. “Now the first position we are going to demonstrate is called the missionary position. This is one of the most common positions in the world, and is very popular. Now for this position the woman lies on her back with her legs spread, while the man gets in position on top of her, so they are face-to-face. Once the man is in position between the woman's legs he slides his penis inside of her. In this position he is free to kiss the woman on her lips, or if he so desires he can pay attention to and kiss her breasts; or sometimes just to look into her eyes.” The six paired-off couples continued to fondle each other while the lecture continued; “Now since the woman is underneath the man, she doesn't have the ability to move as much, but she can still kiss and make out with the man. Also, something that both partners find enjoyable in this position is when the woman wraps her legs around the man and brings his hips closer to her. This helps to pull the man's penis deeper inside the woman, and lets the man know how much she is enjoying him,” Mrs. Garza told the class. “Now let's see who should our first couple be? I think that we will have William and Michelle start us off with our demonstrations.” Demonstration One Michelle gave William's fat cockhead one last good suck, before she stood up. William eventually got up, still in a bit of a daze from Michelle's fantastic blowjob. He looked up to see Michelle walking toward the tumbling mat, that the teachers had put out for the demonstration. She turned around to look at him, and when she noticed he wasn't following her, she shook her ass a bit to entice him to follow her. William quickly awoke from his trance by the giggles of the classmates, then got up and followed Michelle over to the mat. Michelle laid down on the mat on her back and spread her legs a bit to show William what he was aiming for. Michelle had a beautiful brown landing strip of pubic hair on her otherwise shaved pussy. Her outer labia was thick and engorged even wider, from the foreplay and anticipation. William was very excited for this part of the lab, and quickly got between Michelle's spread legs. As he was about to plunge his cock inside her he felt a hand on his shoulder. He quickly turned around almost getting one of Mrs. Garza's golden breasts straight in his mouth. Mrs. Garza crouched down with him and said, “Now before you just shove your cock inside Michelle you need to make sure she is ready for you.” Mrs. Garza then reached down and grabbed William's thick cock. “Well, I see Michelle definitely got you ready for her. That's one hard cock you have, now. So what you should do first is gently rub the tip of your cock against her vagina to make sure she is wet and ready for you. Like this,” and with that she took William's cock and began rubbing it against Michelle's slit. William could feel Michelle's wetness spread across his cock head. Michelle began to moan as she felt William's fat cockhead rub against her slit especially when Mrs. Garza pushed William's cock against her clit. “Class, circle around and observe.” Mr. Garza added; “Take note of Michelle's wide-set labia. As a female becomes very aroused, her outer labia becomes puffier and slightly more wide-set. It's yet another way to affirm that she's ready for intercourse.” Mrs. Garza gently squeezed Michelle's engorged labia to emphasize the point. Mrs. Garza stood back up and said, “Well it seems like she's ready for you, William. Why don't you give it a try.” William then grabbed his thick hard cock and lined it up with Michelle's vagina. As he tried to push in he couldn't get it in so he pulled back and tried again. On the second try he was only able to get the head of his cock inside Michelle and she cried out as she felt his fat cock head enter her pussy. The other partners were standing above the demonstration, and couldn't see the bit of blood trickle down Michelle's labia. They had no clue she was ending her virginity in front of the classmates and professors. William knew. He stopped for a moment and laid his body gently onto her, his cheek pressed against hers. “Are you okay?” he whispered softly. “Oh, gawd, yes!” She softly assured him. Now don't draw attention to my secret, and let's have a good slow fuck. I need to pass this class.” Then she grabbed his face and opened her mouth to give him her tongue, in a sloppy, arousing exchange. Eventually, William's cock hungered to go deeper. Eventually his cock resumed it's descension. ‘Holy cow! her pussy is so tight I can barely get my cock inside her,' William thought to himself. ‘Let me just go slowly at first and let her adjust to my cock.' William began slowly moving his cock in and out of Michelle's pussy getting a little deeper each time. “That's real good” she assured him. “You're doing just fine. I'm loving this!” Eventually he was able to get all of his cock inside Michelle. As he felt her pussy adjust to his large intruder, he raised up off her chest and looked down at Michelle, then softly asked if she was okay. “I'm more than okay, this feels amazing and you feel really big inside of me,” Michelle said in a sultry voice, as she looked up into William's bright blue eyes. “That's because you're really wonderfully tight,” William moaned as he continued to thrust in and out of Michelle's tight vagina. “Remember what Mrs. Garza said. Don't forget about the rest of me.” Michelle reached and grabbed his hands and brought them up to her firm full breasts, so he could fondle them while he continued to fuck her. Michelle loved the feeling as William grabbed tight onto her tits, as he continued thrusting his large cock deep inside of her. As William got more into his thrusts, Michelle got even more excited, and wrapped her legs around William, to push him even deeper inside her tight pussy, while he continued to make out with her. After a while of doing this, Mr. Garza interrupted their passionate lovemaking, “Alright you two. I think that's enough for the demonstration. Why don't you two disengage so we can continue with the rest of the lesson.” William and Michelle looked up from their position on the mat looking up at their teacher very, very disappointedly. “I know, I know. But don't worry, you'll have an opportunity to continue this once the rest of the demonstrations are done. Well, for our next demonstration, Bethany & Devon, stay here. And the other partners can return to the sofas. Why don't we try woman-on-top position, commonly known as the cowgirl position. Now in this position the man lies on his back while the woman gets on top of him, and inserts his penis inside of her vagina.” Mrs. Garza handed some paper towels to Michelle, as Mr. Garza continued his lecture. Michelle handed William some of them and he slowly raised onto all fours. Michelle swiftly wiped herself and wadded the spent towels. Then William reached in to slide his towels along the length of his still-rigid shaft and tip. She took his towel and prepared to eventually get up. They heard Mr. Garza continue his instructions; “Devon and Bethany will demonstrate this position for us.” Bethany and Devon were standing next to each other; Devon's arm around Bethany's ass-cheek. as Bethany stroked Devon's long, fat cock while Devon was gently fingering Bethany's vagina, which was very wet. Bethany stepped forward when she heard Mr. Garza call hers and Devon's names. She gently pulled Devon along with her, by his very hard cock, as a dog is walked on a leash. As they reached the mat, Bethany gently pushed Devon down so he was lying on his back. Bethany then straddled, facing Devon, and adjusted into position above his towering huge cock. Mr. Garza asked William & Michelle to sit down and recoup on the leather sofa next to the Chaise Lounge. William led Michelle to the sofa and lay down on his side. Then he patted the cushion, gesturing for her to lay with him. She gladly accepted his suggestion and they ‘cuddled' for the next demonstration. Demonstration Two ‘Oh my gosh, I can't believe I'm about to sit on this huge dick,' Bethany thought to herself. She reached down to grab Devon's rock hard cock and rubbed the head gently against her slit. ‘Holy crap he's not even inside me yet and feels so huge against the outside of my pussy.' Eventually she took a hold of Devon's cock and began sliding her pussy on to it. She couldn't believe how big he immediately felt inside of her. For Devon's part, he threw his head back and moaned in pleasure, as he felt Bethany's tight pussy pulling his cock into her. Devon reached up to caress Bethany's pendulous breasts, rubbing her nipples with his thumbs. ‘Holy shit, this is a huge cock,' Bethany thought, as she continued to take more of Devon's big cock into her pussy. ‘And he's driving me wild with his fingers on my nipples!' Eventually she felt like she had most of his cock inside her, and she began to pull back up, and started to ride his cock. While Devon was definitely enjoying the sensation of Bethany riding his cock, he slid both hands down to caress her hips and try to enhance her rhythm with a bit of his own movement. He couldn't resist staring up and watching Bethany's huge 32F breasts sway while she rode his huge cock. Bethany looked down at Devon and said, “You know this position is perfect for grabbing my tits. Mine are very, very sensitive. Here let me help you.” She then reached down to grab his arms and brings his hands back up to her large breasts. “Oh yeah, fuck that feels good. I love when a guy plays with my tits and it's even better because you have a huge fucking cock,” Bethany moaned as Devon fondled her huge tits, making sure to also rub her hard, stiff nipples. Bethany's comments brought more confidence to Devon and she felt his cock get stiffer in her pussy while he fondled her breasts. With his extended confidence, Devon began pushing his cock up into Bethany from beneath her. This drove Bethany wild, and she moaned out loud, “Oh god, yes! Keep fucking me with your huge cock!” After a moment of pushing up into her, Devon grabbed Bethany's hips and brought her down deeper onto his cock which made Bethany tense up a bit as Devon went deeper than any other guy she had been with, by a lot. After a bit of this, Mrs. Garza said, “Alright I think that's enough, you two. Let's move on to the next pair.” Bethany slowly stood up on shaky legs, as she felt Devon's rigid cock withdraw from her well-fucked pussy. Mrs. Garza the told the class, “Now the next position we are going to demonstrate is commonly known as doggy style because it is similar to how most mammals have sex. Now most women really enjoy this position because it allows for very deep penetration. Men also like this position because it gives them free access to enjoy the woman's body. You can reach around and feel a woman's breasts or reach around and rub her clit to give her extra pleasure or you can simply grab onto her ass and pound away. “Now for this position“ Mr. Garza said; “I think we will have Rebecca and Bruce give us a demonstration.” Devon then stood up as well, and helped Bethany, as they went back to the open sofa. To be continued. By zachattack163 for Literotica

Remedial Students watch the two professors demonstrate fellatio & cunnilingus, then reenact the lessons in the labs. By zachattack163 and adapted for this platform. Listen to the ► Podcast At Steamy Stories. The class participants are as follows. Professors: ·       Phoebe Garza – sports a natural 36DD bust with a buxom figure. A thirty-eight year old with a PhD. ·       Antonio Garza – packs a 7 inch flaccid cock which surpasses 9 inches when rigid. He's a Spanish man with a doctorate. He's 39 with a hard body from playing Rugby with the faculty team. The female students: ·       Bethany – fills out a 36F bra. She's 5 foot 9, with shoulder-length brown hair. Captain of the cycling team. She has an ‘Amazonian' stature, but a very friendly personality. She makes friends easily, but several fella's are too intimidated to ask her for a date. ·       Michelle – has a nice 34C chest. She went to an all-girls high school. A stunningly gorgeous brunette virgin with striking green eyes.  ·       Erika – An ebony who fills out her 36D bra, with a buxom ass to match. She's not shy at all about her sexuality. ·       Alexis – is a petite 32B with a shy disposition. Her big beautiful brown eyes are captivating.  She was very sheltered by her religious upbringing. ·       Rebecca – A natural blonde has a unique 34B bust. Her breasts are pointed & her nipples are long, on her pert tits. She's short, with a big ass that sways seductively when she walks. ·       Elizabeth -  A ginger who defies nature with her long natural 34D ‘banana' breasts, on a short, busty, skinny frame, with long brown hair. The male students: ·       William – is a gentle and outgoing student with a slender 7 inch rod. ·       Bruce – is a wrestler with a ripped physique. He has almost no body fat and well-defined chest. an upwardly-curved 8 inch shaft. ·       Malcolm – is a ruddy Irish student. Stocky build with a very thick 7 inch tallywhacker. ·       Jackson – is a quiet fella with a dark complexion. the only thing more remarkable than his ‘movie-star smile' is his 9 inch uncircumcised cock. ·       Devon – is a tall blonde. A bashful nerd who has never dated. He revealed his 10 inch beast on the first day. ·       Thomas – is short, & sports a very thick 6 inch ‘woody', which only fits in special condoms.  "Next we are going to demonstrate on each other, just like in the last class,“ Mr. Garza told the class. "However, this time we would request that you do not masturbate to orgasm during the demonstration as there will be a special activity after the demonstrations this class period. You can still gently touch yourselves but we would request that you do not bring yourself to an orgasm. You'll understand why when we do our labs.” He then sat down the wrestling mat in the middle of the floor, with his back to the students. Then he laid back, so the students could see what was about to be demonstrated on the 9 inch pole  ascending from between his legs Demonstration One Mrs. Garza continued the instruction; “ I will start by demonstrating a blowjob on my husband,” she said to the class as she walked toward her husband. When she reached her husband she got between her husband's spread legs, on her knees, to start stroking his cock, which was already very erect. She addressed the class again, “Now since I will be using my mouth to pleasure my husband I will describe to you what I will be doing to my husband before I start with the blowjob.” She bent over on her knees facing the students with Mr. Garza laid out in front of her; to better show the class what she was going to do to her husband's penis. “First, what I like to start with is simply licking up the shaft of the penis, you can also alternate with swirling your tongue around the man's shaft. Also one thing you young women should note is that generally the most sensitive part of a man's penis is the head so you want to make sure you are paying a lot of attention to the cock head when you are giving a blowjob.“ Mrs. Garza was stroking her man, as she continued; ”So, what I do after I lick the man's shaft is; I will put only the cock head in my mouth and swirl my tongue around the head. This drives most men wild. Once you have done that for a bit you can start bobbing your head on the man's penis. You can also use your hand to stroke the shaft of his cock while you suck on it and bob your head. Now one of the big things I'm sure you have heard of with giving a blowjob is deep throat. This can be difficult at first and takes practice; and also depends on the size of the man's penis. You can try to deep throat a man but it will probably take a few tries for you to accomplish it.” Every young man on the sofas was stroking his own cock, in synchronized rhythm with Mrs Garza's expert lead. She looked to the ladies in the class and advised; “One thing you also need to think about when you give a man a blowjob is where he is going to cum. Now I know most of you young women might be a little unsure about letting a man cum in your mouth but I can tell you that most men prefer to come in a woman's mouth when they are receiving a blowjob. The key is for all you young men in the class to let the girl know when you are about to cum so she can be prepared for your orgasm.”  The female students were all leaning forward on the sofas, admiring the stiff phallus in Mrs. Garza's hand. She lifted and fondled Mr. Garza's ball sack while she continued. “Now just like when I was showing you how to give a hand job, you should pay attention to a man's testicles while you are giving him a blowjob especially when you feel his testicles pulling closer to his body as this is usually a very good indication that he is about to have an orgasm.” The female professor then revealed some of her own techniques; “Now when a man lets me know that he is about to come, I pull back so that only the head of his penis is in my mouth and I swirl my tongue around the head until I feel him ejaculating in my mouth. Then I flick my tongue underneath the head of his cock and suck on it harder until he is done ejaculating. For my personal preference, after the man is done ejaculating, I like to give his cock head one last good hard suck, and swirl my tongue around the head again. For most men, their penis is very sensitive after having an orgasm, and this usually drives the man crazy and sometimes I even get one last little shot of semen.” The young males were now so hard just from listening to her instruction. She wasn't done yet. She started her lecture in the classic tone of an academic professor. But by know, her tone had become obviously quite bawdy. Her sensual enthusiasm had become evident as she added some of her expert tips. “Also,” she added; “another thing you can do while the man is ejaculating is to fondle his balls. This usually causes the man to release a larger load of semen, and enhances the orgasmic experience.” Mrs. Garza was still stroking her husband's penis during her entire explanation. Mr. Garza was now squirming from the slow pace of the instruction, and the sultry erotic instructions. He loved his wife's increasingly lusty voice, foretelling what he was going to experience. And he loved that all these students were going to watch it happen to him. Antonio managed one bit of advice while breathing heavily; “Fella's remember to hold off, for now. You'll be glad you saved it for the lab portion of today's session..” With that admonition, all the guys' hands went still, but the agony of sexual impatience grew worse. The Erika chuckled at the tormented look on Devon's face. He winked to her. She winked back. Professor Antonio Garza couldn't take any more of Phoebe's long dissertation, and blurted out; “Oh baby you've got me so turned on now I really need your mouth on my dick,” He was practically moaning to his wife. Just as her husband had requested, Doctor Phoebe Garza leaned down and began licking his penis, just as she had described to the remedial human sexuality class. It was only the second day of this summer remedial class for students who failed their Human Sexuality one oh one requirement. The students were simply naked spectators, so far. But as they were all becoming more comfortable with their own nudity in this class of 12 students, they had no idea just how much they provided visual pleasure and encouragement to each other. Very few of the students knew each other, even cordially. It was a ‘Breakfast Club' of sorts; if you were familiar with the famous brat-pack movie from the 80s. After licking the male professor's penis for a while, the female professor then moved and proceeded to put the head of his penis in her mouth. Mr. Garza began moaning as his wife pleasured the head of his large cock. After a while of pleasuring his head she grabbed his penis with one hand and began stroking it while she bobbed her head up and down on his shaft. At one point she removed her hand and pushed her mouth all the way down to the base of his penis. Mr. Garza groaned as he felt his long cock enter his wife's throat. She held his dick there for a bit before coming back up for air and began stroking her husband's manhood. Several of the girls were amazed that Mrs. Garza could deepthroat her husband's penis because he was very long and thick. The guys were all moaning in vicarious delight. Devon watched with anticipation as he stroked his large 10-inch dick. He had always thought that since he was so large, no woman would be able to deepthroat him; but watching Mrs. Garza swallow her husband's penis had given him hope. In fact, he was really hoping that maybe at some point Mrs. Garza would give him a blowjob and deepthroat him. Mrs. Garza continued to pleasure her husband. All the sudden he moaned, “I'm close baby.” Mrs. Garza pulled back until only the head of her husband's penis was in her mouth. She continued stroking his shaft with one hand while she fondled his testicles with the other hand. After a few moments Mr. Garza groaned as he came in his wife's mouth. Mrs. Garza continued stroking her husband's penis while he enjoyed his orgasm. After a moment you could hear Mrs. Garza suck very hard on her husband's penis and he groaned one last time. Mrs. Garza pulled her mouth off of her husband's cock and the class could see her bloated cheeks & watch her throat movement as she swallowed his cum. “Now, that is how, you give a man a blowjob,” she told the class. “Does anyone have any questions?” she asked. “What does a man's semen taste like?” asked Erika as she fondled one of her large breasts. “Well that usually depends on each man and what his diet is. Now listen young men; one way to make your semen taste sweeter, which let's face it, most girls love sweet things, is to eat citrus fruit, especially pineapples. I would encourage all of you to eat more citrus, especially if you know you are going out with a girl and think you might be getting a blowjob,” answered Mrs. Garza. Demonstration Two “Well, if that's all of the questions, then I think that it is time to move on to the next part of the lesson,” said Mr. Garza as he stood up,  still recovering from his orgasm. “Baby why don't you go lay down across that table and get ready for me.” Mrs. Garza grabbed a throw pillow from a sofa & went to lie down on the table. When she lay down she brought one hand up to one of her large breasts and her other hand between her legs to slowly stroke her vagina. “Now class, just like my wife did before; I'm going to describe what I'm going to do to my wife, before the demonstration, since my tongue will be otherwise occupied during the demonstration,” he said as he smiled seductively to the class, making several of the female students blush. “Well first of all, I like to start by kissing my partner and similar to pleasuring a woman with your hands, I make my way down her body kissing her along the way. I start by kissing her neck making my way down and then along her collarbone. Most women really enjoy this especially if it's done in a slightly teasing way. After I've done that for a bit I move down to kiss the woman's breasts, making sure that I pay attention to her nipples and that I make them really hard.” Now the guys were sitting up, elbows on knees, as they watched the buxom Mrs. Garza finger herself. “I try to play with the woman's breasts for a while until her pussy is really wet and she is begging for me to lick her.” Mr. Garza continued his lecture. “I then kiss down her stomach until I reach her pussy. Just to arouse the woman a little more, I like to kiss both of her inner thighs before I make my way to her pussy. I start by just licking her pussy lips. I do this for a while making sure the woman is very wet; and then I start flicking my tongue in and out of her pussy. If your partner wants you to, then you can also finger her while you lick her pussy. Now an important thing for you young men to remember is that the most sensitive part of a woman's vagina is her clitoris. Now you don't want to just randomly start by licking the woman's clit. What I like to do is to just occasionally flick it with my tongue while I'm licking her pussy; and as she gets closer to orgasm, I start licking it more and more until she tells me she's about to cum and then I start just flicking her clit with my tongue.” Mr. Garza's voice had gradually changed from professorial tone, to hot sexy voice, as his bawdy topic became more explicit. He then said; “This drives most women crazy and is sure to help you bring the woman you are with to a satisfying orgasm. Make sure you keeping licking the woman through her orgasm. Most women will eventually pull your head away when they start to get too sensitive.” The female students were all leaning back on the sofas and fingering their clits as they heard Mr. Garza's narrative. “Babe quit talking and come over here,” his wife said as she absent-mindedly stroked her pussy. Mr. Garza walked over to his wife and began kissing her very passionately while reaching one hand down to cup one of her large breasts. After passionately kissing his wife for a bit Mr. Garza suggested to the class; “If you need to see the demonstration better, feel free to stand up and perhaps move to a better place to observe; but leave us plenty of space.” Then he moved to the far side of the table and began kissing his way down his wife's neck. He began to kiss his wife's large breasts before making his way to her very hard nipples. As he began to kiss and suck on his wife's nipples, Mrs. Garza started moaning from her husband's attentions. After sucking on his wife's nipples for a bit Mr. Garza kissed his way down his wife's stomach causing her to shiver a bit from her stomach being slightly ticklish. He then kissed right above his wife's vagina before he picked up one of his wife's legs, which were hanging over the end of the table. He extended it up by the calf and started kissing his wife's inner thigh, making his way towards her vagina; before passing over her vagina to kiss up her other thigh. He continued to kiss and caress around his wife's vagina until Mrs. Garza finally said, “Oh, babe stop teasing me. I need your tongue in me now.” Mr. Garza grinned as he obliged his wife's request by just barely licking her slit, which elicited a pretty loud moan from his wife. He then brought one hand up to slide a finger in her pussy to spread her moisture around. Mr. Garza then continued to lick and tongue his wife's pussy as Mrs. Garza began to moan even louder. The students were now all standing in a big half-circle, around the other end of the table from where Mr. Garza was leaned over between his wife's legs. “Yeah babe, keep licking my pussy. You're doing such a good job,” Mrs. Garza moaned encouraging her husband. She continued moaning very loudly as her husband pleasured her with his tongue. Mrs. Garza had one hand holding one of her large tits while the other hand held on to her husband's head, forcing him further between her legs. She arched her neck and saw the assembled group of eager students. It made her even hornier, knowing she had an audience vicariously sharing her enjoyment. Eventually her moaning increased even more and she said, “Oh babe, don't stop, I'm so close. I'm about to cum.” Mr. Garza then began to relentlessly lick his wife's clit, as her moans became cries, as she had a very powerful orgasm. She twisted and pulled both knees upward and her husband tightly held his hands under her ass, holding his tongue lodged tightly to her clit. The students observed her head arch back as she stared at the ceiling, then her eyes rolled even higher in their sockets, as she jerked and trembled. Eventually she couldn't take it anymore and reached down to push her husband's head away from her pussy. He resisted, and she pressed her heels against his shoulders, to overpower his efforts to send her orgasm higher than she could tolerate. Mr. Garza then got up to grab paper towels to wipe off his face while Mrs. Garza laid back, breathing deeply as she recovered from her orgasm. The students had slowly returned to the sofas, pondering the intensity of what they just saw, up close. Mr. Garza gently placed some tissues in Mrs. Garza's hand, while he was wiping up the puddle between her legs. Lab One Then Professor Antonio Garza turned back around to the class and said, “Okay, now here is the bonus part of the lesson. You will now demonstrate what you just learned on some of your classmates.” Most of the students looked around the class nervously while some of the guys seemed very excited at the prospect of receiving oral sex from their classmates. Mrs. Garza then got up on shaky legs, having mostly recovered from her orgasm. Mr. Garza was busy spreading a dozen classroom chairs, spaciously in an arced row, across the floor, facing the sofas. She then stepped forward, turned to the class, and said; “now to start, I want William, Erika, Bruce, Rebecca, Malcolm, and Alexis to line up and sit down in these chairs.” All the students who had been recognized got up from their sofas and then sat down in this arced row, facing the other half of the classmates, who were still seated on the sofas. Mr. Garza then contemplated the students who were still sitting at their sofas. “Alright, Bethany; I want you to come kneel in front of William. Jackson I want you to come kneel in front of Erika. Michelle, you will be giving Bruce a blowjob and Devon, I want you to come lick Rebecca. Elizabeth, I want you with Malcolm and finally Thomas you are going to pleasure Alexis.” Mr. Garza then watched as the other students went to kneel in front of their assigned classmate. Bethany got up quickly and enjoyed having William stare at her large 32F breasts as she went over to him. She contemplated his impressive 7-½ inch penis, which also had a very nice pronounced cock head. ‘Wow, he's got a nice cock, it's long and pretty thick as well I'm definitely going to enjoy this,' she thought to herself as she approached William. Jackson then got up, his long 9-inch penis proudly standing at attention after watching his teacher's display and checking out Erika's large 36D breasts. ‘Man, Erika is hotter than I realized,' he thought to himself, ‘I hope I also get a chance to grab that big ass of hers that I noticed earlier, but those tits are also really nice.' Michelle then got up proudly displaying her body as she approached Bruce while accessing his long 8-inch cock. ‘Well, that's a pretty nice cock you've got there Bruce,' she thought to herself, ‘It's pretty long but good thing it's not very thick because I want to try and swallow that cock.' As she got closer to Bruce, to make sure to entice him more by reaching up and grabbing both of her full, natural 34C breasts and pulling on her nipples. She was happy to see that this action made Bruce's cock throb a little harder. Devon then stood up still a little nervous about displaying his large, thick 10-inch cock to the classroom, but he quickly began gaining confidence when he realized that all the women in the classroom, including his teacher, were staring at his large cock. ‘Wow I guess they really do like my cock,' he thought to himself. He looked over at Rebecca who was staring very intently at his cock. ‘Rebecca is really hot,' he thought. ‘I mean I always try to sneak a peek at her big ass when she's walking down the hall and I've definitely masturbated while thinking about that ass, but I never thought I would get the chance to lick her pussy. Maybe I can even reach up and grab her ass to pull her pussy closer to my face while I lick her.' Elizabeth then got up, proudly displaying her large 34D breasts, which looked even larger on her petite frame. She was very proud of her curvy body especially her round ass that she had been working on very hard through a regime of squats. As she walked over to Malcolm she checked out his 7-inch cock. ‘Well at least it's not too long of a penis but wow; does Malcolm have a big cock head, I mean his head is a least twice as thick as the rest of his shaft.' She then knelt down in front of Malcolm and licked her lips seductively, which made Malcolm's cock throb in anticipation. Finally, Thomas stood up to walk toward Alexis proudly displaying his 6-inch cock. While he knew that his cock wasn't very long he knew that he more than made up for it with how thick it was, as his cock was probably thicker than any other guy in the classroom. He started to check out Alexis as he approached her. ‘Nice! Alexis is really cute; I can't believe I'm getting the opportunity to eat her out. I've always thought she was really pretty, and now I get the chance to check her out naked and lick her nice pussy.' After all the students paired up with their respective partners Mr. Garza again addressed the class, “Now class for those of you that I determined will kneel in front of your classmates, you will perform oral sex on them until they have an orgasm. You will then switch with your partner, and they will perform oral sex on you until you reach orgasm. Does everyone understand this?” All the students nodded in acceptance. “Alright; well then, you may begin pleasuring your partner,” Mr. Garza told the class. The students each started pleasuring their partner and Mr. and Mrs. Garza went over to observe the students as they used the information the teachers had just taught the students. Thomas was gently kissing Alexis's neck while fondling one of her firm 32B breasts paying special attention to her long nipple. Elizabeth was holding on to Malcolm's cock with her hand while also licking up and down his shaft. Devon was already licking one of Rebecca's 34B breasts while fondling her other breast. Michelle already had Bruce's cock head in her mouth while she played with his balls with her hand. Jackson was already in between Erika's legs as he was gently kissing her thighs. Bethany was licking up and down William's cock as he moaned in pleasure. As the teachers were walking by, Bethany decided to take William's cock in her mouth and slid her lips down his shaft, which caused him to moan a little louder. He also heard Erika moan as Jackson began licking her slit and looked over at her. Her head was back and her eyes were closed. William was then transfixed as he watched Erika's large chest heave as she breathed deeply in pleasure. As though she could feel William's eyes on her, she opened her eyes and looked at William. She noticed as he stared intently at her chest. “You can touch them if you want,” she said to William. “What?” he stuttered as he was broken out of his trance of staring at her chest. “Here,” she said as she reached down to grab one of his hands and brought it up to her nice full right breast. “It feels good when someone is touching my breasts.” William couldn't believe what was happening as he cupped one of Erika's large, heavy breasts. Erika then relaxed her head again and closed her eyes as she enjoyed the pleasure of having William fondle her sensitive right tit while Jackson ate out her pussy. ‘Wow this is amazing,' she thought to herself revealing in the pleasure of two different guys paying attention to her body. Bethany looked up at William only to see that he was paying more attention to Erika and her big tits, than the girl giving him a blowjob. Not to be outdone she repositioned herself higher on her knees and grabbed William's other hand and placed it on her even larger breast. William was drawn back to Bethany as she placed his other hand on her very large tit. ‘Wow! I can't believe this; I'm feeling up two of the bustiest girls on campus while one of them sucks my cock. This is the best thing ever,' he thought to himself. Meanwhile, Bruce was seriously enjoying the blowjob that Michelle was giving him. She was bobbing up and down on his cock while occasionally pulling up to swirl her tongue around the head of his cock. After some time going up and down on his cock she steadied herself and then began pushing all of his 8 inch cock into her mouth. Bruce moaned loud enough to get several of his classmates to notice him, as he felt Michelle swallow his cock. ‘Oh my god I can't believe this,' he thought to himself. ‘How was I so lucky that I got the girl who already knows how to deep throat a cock? Man, Michelle is great at giving head. This is awesome!' Rebecca was really enjoying what Devon was doing to her with is tongue. She was also enjoying having his hands on her hips, even though she knew he probably just wanted to be grabbing her big ass. ‘Well he is doing a pretty good job with his tongue, I guess I can give him what he wants plus I enjoy it when a guy grabs onto my big ass,' she thought to herself. She started to slide her hips forward until a lot of her ass was off the seat. She then gently put pressure on Devon's hands forcing them around her hip and giving him permission to grab hold of her round ass. Devon took full advantage of this when he realized what Rebecca wanted. He used both hands to grab hard onto her ass and pulled her pussy closer to his face and began licking her with more intensity. In response, she rested her elbows on the chair and lifted her ass off the surface. ‘Holy crap this is amazing,' Rebecca thought to herself as she felt Devon hold tightly onto her full ass and lick her pussy even harder. ‘Damn, I'm definitely going to have to work hard on sucking his huge cock when it's his turn, cause this is amazing.' She closed her eyes and threw her head back in pleasure as she enjoyed what Devon was doing to her pussy. Malcolm was really enjoying having Elizabeth suck on his cock. She was bobbing her head up and down while also stroking his cock. ‘Man, this feels really good but I wish Elizabeth would spend more time sucking my cock head because it feels really good when she comes up to my head,' Malcolm thought to himself. As if she was reading his mind, Mrs. Garza walked over to Elizabeth and tapped her on the shoulder. Elizabeth pulled her mouth off of Malcolm's cock and looked up at her teacher. “Here let me show you something,” Mrs. Garza, said to her student. “Now, remember that I said that a man's cock head is the most sensitive part of the penis? And Malcolm here, has a very nice cock head so why don't you pay more attention to the head of his penis like this.” Malcolm couldn't believe it as his very hot teacher took his cock into her mouth and began swirling her tongue around his large cock head. Holy shit this is amazing! I can't believe Mrs. Garza is licking my cock. He groaned in pleasure as his teacher licked his cock. Mrs. Garza eventually pulled her mouth off of her student's penis, and looked back at Elizabeth. “See how much he enjoyed it when I paid more attention to his cock head?” Elizabeth nodded her understanding. “So why don't you continue what you were doing, except when you reach the top of his penis spend some time swirling your tongue around his cock head and I'm sure you will have him cumming in no time.” Mrs. Garza then got up to continue to observe the other students while Elizabeth went back to work on Malcolm's cock. She made sure to put more focus on his cock head and got a moan from Malcolm in response. She smiled to herself and began working on his cock again. Alexis was leaning back enjoying what Thomas was doing to her pussy as she pulled at her long hard nipples. Wow this feels amazing, Alexis thought to herself, ‘This is so much better than when I masturbate. Thomas is really good with his tongue. I can't believe that I'm about to cum already.' Alexis pulled Thomas's head further between her legs as she continued playing with her nipple with the other hand. She felt herself approaching a powerful orgasm but just before she was able to cum, she heard Bruce moan, “Oh here it cums.” Alexis looked over to see Michelle pulling up until just the head of Bruce's cock was in her mouth as he began ejaculating in Michelle's mouth. The stimulation of this display was too much for Alexis, and she felt herself having a very intense orgasm as Thomas continued to lick her pussy. Erika, hearing two of her classmates' cumming, was also close to succumbing to her orgasm. Having William fondle one of her heavy tits while Jackson had reached up to grab hold of her other breast while relentlessly continuing to lick her pussy was too much for the young stacked student, who reached a shaking orgasm under all the attention she was receiving. William felt Erika reach her orgasm while he was fondling her breasts. Bethany's oral attention to his cock was getting him very close and he decided that he really wanted to enjoy Bethany. He removed his hand from Erika's breast and reached down to grab hold of both of Bethany's huge breasts, and softly moaned to her, “I'm so close.” Upon hearing this, Bethany renewed her efforts to pleasure William's nice cock. She loved the feeling as he groped both of her fantastic tits while she sucked on him. Suddenly she felt William tense up and he began ejaculating thick ropes of cum into her mouth. She continued to try and pleasure William's cock as he came very forcefully in her mouth. Bethany couldn't believe that William could shoot so much cum. She hadn't given many guys blowjobs before but none of them had ever cum this much. ‘I guess that means I'm really good at this,' she thought to herself. Rebecca loved what Devon was doing to her and was also finding it quite arousing to listen to her fellow classmates reach orgasm. Suddenly she felt an intense sense of pleasure as she reached a very powerful orgasm. She shifted her weight on her left elbow while she grabbed Devon's hair in her right hand, and forced his head further between her legs while he grabbed on to her huge ass and held on for dear life. Elizabeth, realizing that all her classmates had already brought their partner to orgasm, renewed her efforts of pleasuring Malcolm's big cock head. Malcolm, overwhelmed with this new assault on his cockhead moaned, “Oh god, don't stop,” as he grabbed hold of Elizabeth's long brown hair. Soon he felt his testicles tense up and then began shooting cum into Elizabeth's mouth. Elizabeth continued her oral assault on Malcolm's large cockhead until he was finished cumming, then following her teacher's advice gave Malcolm's big cock head one last hard suck while swirling her tongue around it. Malcolm groaned again as he felt Elizabeth lick his over-stimulated cockhead one last time. As half of the class sat back enjoying their post-orgasmic joy Mr. Garza addressed the class. “Now class, remember that whenever you receive oral sex from a partner you always need to reciprocate this action. So once you are recovered from your orgasm you need to perform oral sex on your partner so that they know you appreciate what they did for you. This completes Lab One. You're going to begin Lab Two.” To be continued. By zachattack163 for Literotica

Remedial Students watch the two professors demonstrate fellatio & cunnilingus, then reenact the lessons in the labs. By zachattack163 and adapted for this platform. Listen to the ► Podcast At Steamy Stories. The class participants are as follows. Professors: ·       Phoebe Garza – sports a natural 36DD bust with a buxom figure. A thirty-eight year old with a PhD. ·       Antonio Garza – packs a 7 inch flaccid cock which surpasses 9 inches when rigid. He's a Spanish man with a doctorate. He's 39 with a hard body from playing Rugby with the faculty team. The female students: ·       Bethany – fills out a 36F bra. She's 5 foot 9, with shoulder-length brown hair. Captain of the cycling team. She has an ‘Amazonian' stature, but a very friendly personality. She makes friends easily, but several fella's are too intimidated to ask her for a date. ·       Michelle – has a nice 34C chest. She went to an all-girls high school. A stunningly gorgeous brunette virgin with striking green eyes.  ·       Erika – An ebony who fills out her 36D bra, with a buxom ass to match. She's not shy at all about her sexuality. ·       Alexis – is a petite 32B with a shy disposition. Her big beautiful brown eyes are captivating.  She was very sheltered by her religious upbringing. ·       Rebecca – A natural blonde has a unique 34B bust. Her breasts are pointed & her nipples are long, on her pert tits. She's short, with a big ass that sways seductively when she walks. ·       Elizabeth -  A ginger who defies nature with her long natural 34D ‘banana' breasts, on a short, busty, skinny frame, with long brown hair. The male students: ·       William – is a gentle and outgoing student with a slender 7 inch rod. ·       Bruce – is a wrestler with a ripped physique. He has almost no body fat and well-defined chest. an upwardly-curved 8 inch shaft. ·       Malcolm – is a ruddy Irish student. Stocky build with a very thick 7 inch tallywhacker. ·       Jackson – is a quiet fella with a dark complexion. the only thing more remarkable than his ‘movie-star smile' is his 9 inch uncircumcised cock. ·       Devon – is a tall blonde. A bashful nerd who has never dated. He revealed his 10 inch beast on the first day. ·       Thomas – is short, & sports a very thick 6 inch ‘woody', which only fits in special condoms.  "Next we are going to demonstrate on each other, just like in the last class,“ Mr. Garza told the class. "However, this time we would request that you do not masturbate to orgasm during the demonstration as there will be a special activity after the demonstrations this class period. You can still gently touch yourselves but we would request that you do not bring yourself to an orgasm. You'll understand why when we do our labs.” He then sat down the wrestling mat in the middle of the floor, with his back to the students. Then he laid back, so the students could see what was about to be demonstrated on the 9 inch pole  ascending from between his legs Demonstration One Mrs. Garza continued the instruction; “ I will start by demonstrating a blowjob on my husband,” she said to the class as she walked toward her husband. When she reached her husband she got between her husband's spread legs, on her knees, to start stroking his cock, which was already very erect. She addressed the class again, “Now since I will be using my mouth to pleasure my husband I will describe to you what I will be doing to my husband before I start with the blowjob.” She bent over on her knees facing the students with Mr. Garza laid out in front of her; to better show the class what she was going to do to her husband's penis. “First, what I like to start with is simply licking up the shaft of the penis, you can also alternate with swirling your tongue around the man's shaft. Also one thing you young women should note is that generally the most sensitive part of a man's penis is the head so you want to make sure you are paying a lot of attention to the cock head when you are giving a blowjob.“ Mrs. Garza was stroking her man, as she continued; ”So, what I do after I lick the man's shaft is; I will put only the cock head in my mouth and swirl my tongue around the head. This drives most men wild. Once you have done that for a bit you can start bobbing your head on the man's penis. You can also use your hand to stroke the shaft of his cock while you suck on it and bob your head. Now one of the big things I'm sure you have heard of with giving a blowjob is deep throat. This can be difficult at first and takes practice; and also depends on the size of the man's penis. You can try to deep throat a man but it will probably take a few tries for you to accomplish it.” Every young man on the sofas was stroking his own cock, in synchronized rhythm with Mrs Garza's expert lead. She looked to the ladies in the class and advised; “One thing you also need to think about when you give a man a blowjob is where he is going to cum. Now I know most of you young women might be a little unsure about letting a man cum in your mouth but I can tell you that most men prefer to come in a woman's mouth when they are receiving a blowjob. The key is for all you young men in the class to let the girl know when you are about to cum so she can be prepared for your orgasm.”  The female students were all leaning forward on the sofas, admiring the stiff phallus in Mrs. Garza's hand. She lifted and fondled Mr. Garza's ball sack while she continued. “Now just like when I was showing you how to give a hand job, you should pay attention to a man's testicles while you are giving him a blowjob especially when you feel his testicles pulling closer to his body as this is usually a very good indication that he is about to have an orgasm.” The female professor then revealed some of her own techniques; “Now when a man lets me know that he is about to come, I pull back so that only the head of his penis is in my mouth and I swirl my tongue around the head until I feel him ejaculating in my mouth. Then I flick my tongue underneath the head of his cock and suck on it harder until he is done ejaculating. For my personal preference, after the man is done ejaculating, I like to give his cock head one last good hard suck, and swirl my tongue around the head again. For most men, their penis is very sensitive after having an orgasm, and this usually drives the man crazy and sometimes I even get one last little shot of semen.” The young males were now so hard just from listening to her instruction. She wasn't done yet. She started her lecture in the classic tone of an academic professor. But by know, her tone had become obviously quite bawdy. Her sensual enthusiasm had become evident as she added some of her expert tips. “Also,” she added; “another thing you can do while the man is ejaculating is to fondle his balls. This usually causes the man to release a larger load of semen, and enhances the orgasmic experience.” Mrs. Garza was still stroking her husband's penis during her entire explanation. Mr. Garza was now squirming from the slow pace of the instruction, and the sultry erotic instructions. He loved his wife's increasingly lusty voice, foretelling what he was going to experience. And he loved that all these students were going to watch it happen to him. Antonio managed one bit of advice while breathing heavily; “Fella's remember to hold off, for now. You'll be glad you saved it for the lab portion of today's session..” With that admonition, all the guys' hands went still, but the agony of sexual impatience grew worse. The Erika chuckled at the tormented look on Devon's face. He winked to her. She winked back. Professor Antonio Garza couldn't take any more of Phoebe's long dissertation, and blurted out; “Oh baby you've got me so turned on now I really need your mouth on my dick,” He was practically moaning to his wife. Just as her husband had requested, Doctor Phoebe Garza leaned down and began licking his penis, just as she had described to the remedial human sexuality class. It was only the second day of this summer remedial class for students who failed their Human Sexuality one oh one requirement. The students were simply naked spectators, so far. But as they were all becoming more comfortable with their own nudity in this class of 12 students, they had no idea just how much they provided visual pleasure and encouragement to each other. Very few of the students knew each other, even cordially. It was a ‘Breakfast Club' of sorts; if you were familiar with the famous brat-pack movie from the 80s. After licking the male professor's penis for a while, the female professor then moved and proceeded to put the head of his penis in her mouth. Mr. Garza began moaning as his wife pleasured the head of his large cock. After a while of pleasuring his head she grabbed his penis with one hand and began stroking it while she bobbed her head up and down on his shaft. At one point she removed her hand and pushed her mouth all the way down to the base of his penis. Mr. Garza groaned as he felt his long cock enter his wife's throat. She held his dick there for a bit before coming back up for air and began stroking her husband's manhood. Several of the girls were amazed that Mrs. Garza could deepthroat her husband's penis because he was very long and thick. The guys were all moaning in vicarious delight. Devon watched with anticipation as he stroked his large 10-inch dick. He had always thought that since he was so large, no woman would be able to deepthroat him; but watching Mrs. Garza swallow her husband's penis had given him hope. In fact, he was really hoping that maybe at some point Mrs. Garza would give him a blowjob and deepthroat him. Mrs. Garza continued to pleasure her husband. All the sudden he moaned, “I'm close baby.” Mrs. Garza pulled back until only the head of her husband's penis was in her mouth. She continued stroking his shaft with one hand while she fondled his testicles with the other hand. After a few moments Mr. Garza groaned as he came in his wife's mouth. Mrs. Garza continued stroking her husband's penis while he enjoyed his orgasm. After a moment you could hear Mrs. Garza suck very hard on her husband's penis and he groaned one last time. Mrs. Garza pulled her mouth off of her husband's cock and the class could see her bloated cheeks & watch her throat movement as she swallowed his cum. “Now, that is how, you give a man a blowjob,” she told the class. “Does anyone have any questions?” she asked. “What does a man's semen taste like?” asked Erika as she fondled one of her large breasts. “Well that usually depends on each man and what his diet is. Now listen young men; one way to make your semen taste sweeter, which let's face it, most girls love sweet things, is to eat citrus fruit, especially pineapples. I would encourage all of you to eat more citrus, especially if you know you are going out with a girl and think you might be getting a blowjob,” answered Mrs. Garza. Demonstration Two “Well, if that's all of the questions, then I think that it is time to move on to the next part of the lesson,” said Mr. Garza as he stood up,  still recovering from his orgasm. “Baby why don't you go lay down across that table and get ready for me.” Mrs. Garza grabbed a throw pillow from a sofa & went to lie down on the table. When she lay down she brought one hand up to one of her large breasts and her other hand between her legs to slowly stroke her vagina. “Now class, just like my wife did before; I'm going to describe what I'm going to do to my wife, before the demonstration, since my tongue will be otherwise occupied during the demonstration,” he said as he smiled seductively to the class, making several of the female students blush. “Well first of all, I like to start by kissing my partner and similar to pleasuring a woman with your hands, I make my way down her body kissing her along the way. I start by kissing her neck making my way down and then along her collarbone. Most women really enjoy this especially if it's done in a slightly teasing way. After I've done that for a bit I move down to kiss the woman's breasts, making sure that I pay attention to her nipples and that I make them really hard.” Now the guys were sitting up, elbows on knees, as they watched the buxom Mrs. Garza finger herself. “I try to play with the woman's breasts for a while until her pussy is really wet and she is begging for me to lick her.” Mr. Garza continued his lecture. “I then kiss down her stomach until I reach her pussy. Just to arouse the woman a little more, I like to kiss both of her inner thighs before I make my way to her pussy. I start by just licking her pussy lips. I do this for a while making sure the woman is very wet; and then I start flicking my tongue in and out of her pussy. If your partner wants you to, then you can also finger her while you lick her pussy. Now an important thing for you young men to remember is that the most sensitive part of a woman's vagina is her clitoris. Now you don't want to just randomly start by licking the woman's clit. What I like to do is to just occasionally flick it with my tongue while I'm licking her pussy; and as she gets closer to orgasm, I start licking it more and more until she tells me she's about to cum and then I start just flicking her clit with my tongue.” Mr. Garza's voice had gradually changed from professorial tone, to hot sexy voice, as his bawdy topic became more explicit. He then said; “This drives most women crazy and is sure to help you bring the woman you are with to a satisfying orgasm. Make sure you keeping licking the woman through her orgasm. Most women will eventually pull your head away when they start to get too sensitive.” The female students were all leaning back on the sofas and fingering their clits as they heard Mr. Garza's narrative. “Babe quit talking and come over here,” his wife said as she absent-mindedly stroked her pussy. Mr. Garza walked over to his wife and began kissing her very passionately while reaching one hand down to cup one of her large breasts. After passionately kissing his wife for a bit Mr. Garza suggested to the class; “If you need to see the demonstration better, feel free to stand up and perhaps move to a better place to observe; but leave us plenty of space.” Then he moved to the far side of the table and began kissing his way down his wife's neck. He began to kiss his wife's large breasts before making his way to her very hard nipples. As he began to kiss and suck on his wife's nipples, Mrs. Garza started moaning from her husband's attentions. After sucking on his wife's nipples for a bit Mr. Garza kissed his way down his wife's stomach causing her to shiver a bit from her stomach being slightly ticklish. He then kissed right above his wife's vagina before he picked up one of his wife's legs, which were hanging over the end of the table. He extended it up by the calf and started kissing his wife's inner thigh, making his way towards her vagina; before passing over her vagina to kiss up her other thigh. He continued to kiss and caress around his wife's vagina until Mrs. Garza finally said, “Oh, babe stop teasing me. I need your tongue in me now.” Mr. Garza grinned as he obliged his wife's request by just barely licking her slit, which elicited a pretty loud moan from his wife. He then brought one hand up to slide a finger in her pussy to spread her moisture around. Mr. Garza then continued to lick and tongue his wife's pussy as Mrs. Garza began to moan even louder. The students were now all standing in a big half-circle, around the other end of the table from where Mr. Garza was leaned over between his wife's legs. “Yeah babe, keep licking my pussy. You're doing such a good job,” Mrs. Garza moaned encouraging her husband. She continued moaning very loudly as her husband pleasured her with his tongue. Mrs. Garza had one hand holding one of her large tits while the other hand held on to her husband's head, forcing him further between her legs. She arched her neck and saw the assembled group of eager students. It made her even hornier, knowing she had an audience vicariously sharing her enjoyment. Eventually her moaning increased even more and she said, “Oh babe, don't stop, I'm so close. I'm about to cum.” Mr. Garza then began to relentlessly lick his wife's clit, as her moans became cries, as she had a very powerful orgasm. She twisted and pulled both knees upward and her husband tightly held his hands under her ass, holding his tongue lodged tightly to her clit. The students observed her head arch back as she stared at the ceiling, then her eyes rolled even higher in their sockets, as she jerked and trembled. Eventually she couldn't take it anymore and reached down to push her husband's head away from her pussy. He resisted, and she pressed her heels against his shoulders, to overpower his efforts to send her orgasm higher than she could tolerate. Mr. Garza then got up to grab paper towels to wipe off his face while Mrs. Garza laid back, breathing deeply as she recovered from her orgasm. The students had slowly returned to the sofas, pondering the intensity of what they just saw, up close. Mr. Garza gently placed some tissues in Mrs. Garza's hand, while he was wiping up the puddle between her legs. Lab One Then Professor Antonio Garza turned back around to the class and said, “Okay, now here is the bonus part of the lesson. You will now demonstrate what you just learned on some of your classmates.” Most of the students looked around the class nervously while some of the guys seemed very excited at the prospect of receiving oral sex from their classmates. Mrs. Garza then got up on shaky legs, having mostly recovered from her orgasm. Mr. Garza was busy spreading a dozen classroom chairs, spaciously in an arced row, across the floor, facing the sofas. She then stepped forward, turned to the class, and said; “now to start, I want William, Erika, Bruce, Rebecca, Malcolm, and Alexis to line up and sit down in these chairs.” All the students who had been recognized got up from their sofas and then sat down in this arced row, facing the other half of the classmates, who were still seated on the sofas. Mr. Garza then contemplated the students who were still sitting at their sofas. “Alright, Bethany; I want you to come kneel in front of William. Jackson I want you to come kneel in front of Erika. Michelle, you will be giving Bruce a blowjob and Devon, I want you to come lick Rebecca. Elizabeth, I want you with Malcolm and finally Thomas you are going to pleasure Alexis.” Mr. Garza then watched as the other students went to kneel in front of their assigned classmate. Bethany got up quickly and enjoyed having William stare at her large 32F breasts as she went over to him. She contemplated his impressive 7-½ inch penis, which also had a very nice pronounced cock head. ‘Wow, he's got a nice cock, it's long and pretty thick as well I'm definitely going to enjoy this,' she thought to herself as she approached William. Jackson then got up, his long 9-inch penis proudly standing at attention after watching his teacher's display and checking out Erika's large 36D breasts. ‘Man, Erika is hotter than I realized,' he thought to himself, ‘I hope I also get a chance to grab that big ass of hers that I noticed earlier, but those tits are also really nice.' Michelle then got up proudly displaying her body as she approached Bruce while accessing his long 8-inch cock. ‘Well, that's a pretty nice cock you've got there Bruce,' she thought to herself, ‘It's pretty long but good thing it's not very thick because I want to try and swallow that cock.' As she got closer to Bruce, to make sure to entice him more by reaching up and grabbing both of her full, natural 34C breasts and pulling on her nipples. She was happy to see that this action made Bruce's cock throb a little harder. Devon then stood up still a little nervous about displaying his large, thick 10-inch cock to the classroom, but he quickly began gaining confidence when he realized that all the women in the classroom, including his teacher, were staring at his large cock. ‘Wow I guess they really do like my cock,' he thought to himself. He looked over at Rebecca who was staring very intently at his cock. ‘Rebecca is really hot,' he thought. ‘I mean I always try to sneak a peek at her big ass when she's walking down the hall and I've definitely masturbated while thinking about that ass, but I never thought I would get the chance to lick her pussy. Maybe I can even reach up and grab her ass to pull her pussy closer to my face while I lick her.' Elizabeth then got up, proudly displaying her large 34D breasts, which looked even larger on her petite frame. She was very proud of her curvy body especially her round ass that she had been working on very hard through a regime of squats. As she walked over to Malcolm she checked out his 7-inch cock. ‘Well at least it's not too long of a penis but wow; does Malcolm have a big cock head, I mean his head is a least twice as thick as the rest of his shaft.' She then knelt down in front of Malcolm and licked her lips seductively, which made Malcolm's cock throb in anticipation. Finally, Thomas stood up to walk toward Alexis proudly displaying his 6-inch cock. While he knew that his cock wasn't very long he knew that he more than made up for it with how thick it was, as his cock was probably thicker than any other guy in the classroom. He started to check out Alexis as he approached her. ‘Nice! Alexis is really cute; I can't believe I'm getting the opportunity to eat her out. I've always thought she was really pretty, and now I get the chance to check her out naked and lick her nice pussy.' After all the students paired up with their respective partners Mr. Garza again addressed the class, “Now class for those of you that I determined will kneel in front of your classmates, you will perform oral sex on them until they have an orgasm. You will then switch with your partner, and they will perform oral sex on you until you reach orgasm. Does everyone understand this?” All the students nodded in acceptance. “Alright; well then, you may begin pleasuring your partner,” Mr. Garza told the class. The students each started pleasuring their partner and Mr. and Mrs. Garza went over to observe the students as they used the information the teachers had just taught the students. Thomas was gently kissing Alexis's neck while fondling one of her firm 32B breasts paying special attention to her long nipple. Elizabeth was holding on to Malcolm's cock with her hand while also licking up and down his shaft. Devon was already licking one of Rebecca's 34B breasts while fondling her other breast. Michelle already had Bruce's cock head in her mouth while she played with his balls with her hand. Jackson was already in between Erika's legs as he was gently kissing her thighs. Bethany was licking up and down William's cock as he moaned in pleasure. As the teachers were walking by, Bethany decided to take William's cock in her mouth and slid her lips down his shaft, which caused him to moan a little louder. He also heard Erika moan as Jackson began licking her slit and looked over at her. Her head was back and her eyes were closed. William was then transfixed as he watched Erika's large chest heave as she breathed deeply in pleasure. As though she could feel William's eyes on her, she opened her eyes and looked at William. She noticed as he stared intently at her chest. “You can touch them if you want,” she said to William. “What?” he stuttered as he was broken out of his trance of staring at her chest. “Here,” she said as she reached down to grab one of his hands and brought it up to her nice full right breast. “It feels good when someone is touching my breasts.” William couldn't believe what was happening as he cupped one of Erika's large, heavy breasts. Erika then relaxed her head again and closed her eyes as she enjoyed the pleasure of having William fondle her sensitive right tit while Jackson ate out her pussy. ‘Wow this is amazing,' she thought to herself revealing in the pleasure of two different guys paying attention to her body. Bethany looked up at William only to see that he was paying more attention to Erika and her big tits, than the girl giving him a blowjob. Not to be outdone she repositioned herself higher on her knees and grabbed William's other hand and placed it on her even larger breast. William was drawn back to Bethany as she placed his other hand on her very large tit. ‘Wow! I can't believe this; I'm feeling up two of the bustiest girls on campus while one of them sucks my cock. This is the best thing ever,' he thought to himself. Meanwhile, Bruce was seriously enjoying the blowjob that Michelle was giving him. She was bobbing up and down on his cock while occasionally pulling up to swirl her tongue around the head of his cock. After some time going up and down on his cock she steadied herself and then began pushing all of his 8 inch cock into her mouth. Bruce moaned loud enough to get several of his classmates to notice him, as he felt Michelle swallow his cock. ‘Oh my god I can't believe this,' he thought to himself. ‘How was I so lucky that I got the girl who already knows how to deep throat a cock? Man, Michelle is great at giving head. This is awesome!' Rebecca was really enjoying what Devon was doing to her with is tongue. She was also enjoying having his hands on her hips, even though she knew he probably just wanted to be grabbing her big ass. ‘Well he is doing a pretty good job with his tongue, I guess I can give him what he wants plus I enjoy it when a guy grabs onto my big ass,' she thought to herself. She started to slide her hips forward until a lot of her ass was off the seat. She then gently put pressure on Devon's hands forcing them around her hip and giving him permission to grab hold of her round ass. Devon took full advantage of this when he realized what Rebecca wanted. He used both hands to grab hard onto her ass and pulled her pussy closer to his face and began licking her with more intensity. In response, she rested her elbows on the chair and lifted her ass off the surface. ‘Holy crap this is amazing,' Rebecca thought to herself as she felt Devon hold tightly onto her full ass and lick her pussy even harder. ‘Damn, I'm definitely going to have to work hard on sucking his huge cock when it's his turn, cause this is amazing.' She closed her eyes and threw her head back in pleasure as she enjoyed what Devon was doing to her pussy. Malcolm was really enjoying having Elizabeth suck on his cock. She was bobbing her head up and down while also stroking his cock. ‘Man, this feels really good but I wish Elizabeth would spend more time sucking my cock head because it feels really good when she comes up to my head,' Malcolm thought to himself. As if she was reading his mind, Mrs. Garza walked over to Elizabeth and tapped her on the shoulder. Elizabeth pulled her mouth off of Malcolm's cock and looked up at her teacher. “Here let me show you something,” Mrs. Garza, said to her student. “Now, remember that I said that a man's cock head is the most sensitive part of the penis? And Malcolm here, has a very nice cock head so why don't you pay more attention to the head of his penis like this.” Malcolm couldn't believe it as his very hot teacher took his cock into her mouth and began swirling her tongue around his large cock head. Holy shit this is amazing! I can't believe Mrs. Garza is licking my cock. He groaned in pleasure as his teacher licked his cock. Mrs. Garza eventually pulled her mouth off of her student's penis, and looked back at Elizabeth. “See how much he enjoyed it when I paid more attention to his cock head?” Elizabeth nodded her understanding. “So why don't you continue what you were doing, except when you reach the top of his penis spend some time swirling your tongue around his cock head and I'm sure you will have him cumming in no time.” Mrs. Garza then got up to continue to observe the other students while Elizabeth went back to work on Malcolm's cock. She made sure to put more focus on his cock head and got a moan from Malcolm in response. She smiled to herself and began working on his cock again. Alexis was leaning back enjoying what Thomas was doing to her pussy as she pulled at her long hard nipples. Wow this feels amazing, Alexis thought to herself, ‘This is so much better than when I masturbate. Thomas is really good with his tongue. I can't believe that I'm about to cum already.' Alexis pulled Thomas's head further between her legs as she continued playing with her nipple with the other hand. She felt herself approaching a powerful orgasm but just before she was able to cum, she heard Bruce moan, “Oh here it cums.” Alexis looked over to see Michelle pulling up until just the head of Bruce's cock was in her mouth as he began ejaculating in Michelle's mouth. The stimulation of this display was too much for Alexis, and she felt herself having a very intense orgasm as Thomas continued to lick her pussy. Erika, hearing two of her classmates' cumming, was also close to succumbing to her orgasm. Having William fondle one of her heavy tits while Jackson had reached up to grab hold of her other breast while relentlessly continuing to lick her pussy was too much for the young stacked student, who reached a shaking orgasm under all the attention she was receiving. William felt Erika reach her orgasm while he was fondling her breasts. Bethany's oral attention to his cock was getting him very close and he decided that he really wanted to enjoy Bethany. He removed his hand from Erika's breast and reached down to grab hold of both of Bethany's huge breasts, and softly moaned to her, “I'm so close.” Upon hearing this, Bethany renewed her efforts to pleasure William's nice cock. She loved the feeling as he groped both of her fantastic tits while she sucked on him. Suddenly she felt William tense up and he began ejaculating thick ropes of cum into her mouth. She continued to try and pleasure William's cock as he came very forcefully in her mouth. Bethany couldn't believe that William could shoot so much cum. She hadn't given many guys blowjobs before but none of them had ever cum this much. ‘I guess that means I'm really good at this,' she thought to herself. Rebecca loved what Devon was doing to her and was also finding it quite arousing to listen to her fellow classmates reach orgasm. Suddenly she felt an intense sense of pleasure as she reached a very powerful orgasm. She shifted her weight on her left elbow while she grabbed Devon's hair in her right hand, and forced his head further between her legs while he grabbed on to her huge ass and held on for dear life. Elizabeth, realizing that all her classmates had already brought their partner to orgasm, renewed her efforts of pleasuring Malcolm's big cock head. Malcolm, overwhelmed with this new assault on his cockhead moaned, “Oh god, don't stop,” as he grabbed hold of Elizabeth's long brown hair. Soon he felt his testicles tense up and then began shooting cum into Elizabeth's mouth. Elizabeth continued her oral assault on Malcolm's large cockhead until he was finished cumming, then following her teacher's advice gave Malcolm's big cock head one last hard suck while swirling her tongue around it. Malcolm groaned again as he felt Elizabeth lick his over-stimulated cockhead one last time. As half of the class sat back enjoying their post-orgasmic joy Mr. Garza addressed the class. “Now class, remember that whenever you receive oral sex from a partner you always need to reciprocate this action. So once you are recovered from your orgasm you need to perform oral sex on your partner so that they know you appreciate what they did for you. This completes Lab One. You're going to begin Lab Two.” To be continued. By zachattack163 for Literotica

Remedial Students watch the two professors demonstrate fellatio & cunnilingus, then reenact the lessons in the labs. By zachattack163 and adapted for this platform. Listen to the ► Podcast At Steamy Stories. The class participants are as follows. Professors: ·       Phoebe Garza – sports a natural 36DD bust with a buxom figure. A thirty-eight year old with a PhD. ·       Antonio Garza – packs a 7 inch flaccid cock which surpasses 9 inches when rigid. He's a Spanish man with a doctorate. He's 39 with a hard body from playing Rugby with the faculty team. The female students: ·       Bethany – fills out a 36F bra. She's 5 foot 9, with shoulder-length brown hair. Captain of the cycling team. She has an ‘Amazonian' stature, but a very friendly personality. She makes friends easily, but several fella's are too intimidated to ask her for a date. ·       Michelle – has a nice 34C chest. She went to an all-girls high school. A stunningly gorgeous brunette virgin with striking green eyes.  ·       Erika – An ebony who fills out her 36D bra, with a buxom ass to match. She's not shy at all about her sexuality. ·       Alexis – is a petite 32B with a shy disposition. Her big beautiful brown eyes are captivating.  She was very sheltered by her religious upbringing. ·       Rebecca – A natural blonde has a unique 34B bust. Her breasts are pointed & her nipples are long, on her pert tits. She's short, with a big ass that sways seductively when she walks. ·       Elizabeth -  A ginger who defies nature with her long natural 34D ‘banana' breasts, on a short, busty, skinny frame, with long brown hair. The male students: ·       William – is a gentle and outgoing student with a slender 7 inch rod. ·       Bruce – is a wrestler with a ripped physique. He has almost no body fat and well-defined chest. an upwardly-curved 8 inch shaft. ·       Malcolm – is a ruddy Irish student. Stocky build with a very thick 7 inch tallywhacker. ·       Jackson – is a quiet fella with a dark complexion. the only thing more remarkable than his ‘movie-star smile' is his 9 inch uncircumcised cock. ·       Devon – is a tall blonde. A bashful nerd who has never dated. He revealed his 10 inch beast on the first day. ·       Thomas – is short, & sports a very thick 6 inch ‘woody', which only fits in special condoms.  "Next we are going to demonstrate on each other, just like in the last class,“ Mr. Garza told the class. "However, this time we would request that you do not masturbate to orgasm during the demonstration as there will be a special activity after the demonstrations this class period. You can still gently touch yourselves but we would request that you do not bring yourself to an orgasm. You'll understand why when we do our labs.” He then sat down the wrestling mat in the middle of the floor, with his back to the students. Then he laid back, so the students could see what was about to be demonstrated on the 9 inch pole  ascending from between his legs Demonstration One Mrs. Garza continued the instruction; “ I will start by demonstrating a blowjob on my husband,” she said to the class as she walked toward her husband. When she reached her husband she got between her husband's spread legs, on her knees, to start stroking his cock, which was already very erect. She addressed the class again, “Now since I will be using my mouth to pleasure my husband I will describe to you what I will be doing to my husband before I start with the blowjob.” She bent over on her knees facing the students with Mr. Garza laid out in front of her; to better show the class what she was going to do to her husband's penis. “First, what I like to start with is simply licking up the shaft of the penis, you can also alternate with swirling your tongue around the man's shaft. Also one thing you young women should note is that generally the most sensitive part of a man's penis is the head so you want to make sure you are paying a lot of attention to the cock head when you are giving a blowjob.“ Mrs. Garza was stroking her man, as she continued; ”So, what I do after I lick the man's shaft is; I will put only the cock head in my mouth and swirl my tongue around the head. This drives most men wild. Once you have done that for a bit you can start bobbing your head on the man's penis. You can also use your hand to stroke the shaft of his cock while you suck on it and bob your head. Now one of the big things I'm sure you have heard of with giving a blowjob is deep throat. This can be difficult at first and takes practice; and also depends on the size of the man's penis. You can try to deep throat a man but it will probably take a few tries for you to accomplish it.” Every young man on the sofas was stroking his own cock, in synchronized rhythm with Mrs Garza's expert lead. She looked to the ladies in the class and advised; “One thing you also need to think about when you give a man a blowjob is where he is going to cum. Now I know most of you young women might be a little unsure about letting a man cum in your mouth but I can tell you that most men prefer to come in a woman's mouth when they are receiving a blowjob. The key is for all you young men in the class to let the girl know when you are about to cum so she can be prepared for your orgasm.”  The female students were all leaning forward on the sofas, admiring the stiff phallus in Mrs. Garza's hand. She lifted and fondled Mr. Garza's ball sack while she continued. “Now just like when I was showing you how to give a hand job, you should pay attention to a man's testicles while you are giving him a blowjob especially when you feel his testicles pulling closer to his body as this is usually a very good indication that he is about to have an orgasm.” The female professor then revealed some of her own techniques; “Now when a man lets me know that he is about to come, I pull back so that only the head of his penis is in my mouth and I swirl my tongue around the head until I feel him ejaculating in my mouth. Then I flick my tongue underneath the head of his cock and suck on it harder until he is done ejaculating. For my personal preference, after the man is done ejaculating, I like to give his cock head one last good hard suck, and swirl my tongue around the head again. For most men, their penis is very sensitive after having an orgasm, and this usually drives the man crazy and sometimes I even get one last little shot of semen.” The young males were now so hard just from listening to her instruction. She wasn't done yet. She started her lecture in the classic tone of an academic professor. But by know, her tone had become obviously quite bawdy. Her sensual enthusiasm had become evident as she added some of her expert tips. “Also,” she added; “another thing you can do while the man is ejaculating is to fondle his balls. This usually causes the man to release a larger load of semen, and enhances the orgasmic experience.” Mrs. Garza was still stroking her husband's penis during her entire explanation. Mr. Garza was now squirming from the slow pace of the instruction, and the sultry erotic instructions. He loved his wife's increasingly lusty voice, foretelling what he was going to experience. And he loved that all these students were going to watch it happen to him. Antonio managed one bit of advice while breathing heavily; “Fella's remember to hold off, for now. You'll be glad you saved it for the lab portion of today's session..” With that admonition, all the guys' hands went still, but the agony of sexual impatience grew worse. The Erika chuckled at the tormented look on Devon's face. He winked to her. She winked back. Professor Antonio Garza couldn't take any more of Phoebe's long dissertation, and blurted out; “Oh baby you've got me so turned on now I really need your mouth on my dick,” He was practically moaning to his wife. Just as her husband had requested, Doctor Phoebe Garza leaned down and began licking his penis, just as she had described to the remedial human sexuality class. It was only the second day of this summer remedial class for students who failed their Human Sexuality one oh one requirement. The students were simply naked spectators, so far. But as they were all becoming more comfortable with their own nudity in this class of 12 students, they had no idea just how much they provided visual pleasure and encouragement to each other. Very few of the students knew each other, even cordially. It was a ‘Breakfast Club' of sorts; if you were familiar with the famous brat-pack movie from the 80s. After licking the male professor's penis for a while, the female professor then moved and proceeded to put the head of his penis in her mouth. Mr. Garza began moaning as his wife pleasured the head of his large cock. After a while of pleasuring his head she grabbed his penis with one hand and began stroking it while she bobbed her head up and down on his shaft. At one point she removed her hand and pushed her mouth all the way down to the base of his penis. Mr. Garza groaned as he felt his long cock enter his wife's throat. She held his dick there for a bit before coming back up for air and began stroking her husband's manhood. Several of the girls were amazed that Mrs. Garza could deepthroat her husband's penis because he was very long and thick. The guys were all moaning in vicarious delight. Devon watched with anticipation as he stroked his large 10-inch dick. He had always thought that since he was so large, no woman would be able to deepthroat him; but watching Mrs. Garza swallow her husband's penis had given him hope. In fact, he was really hoping that maybe at some point Mrs. Garza would give him a blowjob and deepthroat him. Mrs. Garza continued to pleasure her husband. All the sudden he moaned, “I'm close baby.” Mrs. Garza pulled back until only the head of her husband's penis was in her mouth. She continued stroking his shaft with one hand while she fondled his testicles with the other hand. After a few moments Mr. Garza groaned as he came in his wife's mouth. Mrs. Garza continued stroking her husband's penis while he enjoyed his orgasm. After a moment you could hear Mrs. Garza suck very hard on her husband's penis and he groaned one last time. Mrs. Garza pulled her mouth off of her husband's cock and the class could see her bloated cheeks & watch her throat movement as she swallowed his cum. “Now, that is how, you give a man a blowjob,” she told the class. “Does anyone have any questions?” she asked. “What does a man's semen taste like?” asked Erika as she fondled one of her large breasts. “Well that usually depends on each man and what his diet is. Now listen young men; one way to make your semen taste sweeter, which let's face it, most girls love sweet things, is to eat citrus fruit, especially pineapples. I would encourage all of you to eat more citrus, especially if you know you are going out with a girl and think you might be getting a blowjob,” answered Mrs. Garza. Demonstration Two “Well, if that's all of the questions, then I think that it is time to move on to the next part of the lesson,” said Mr. Garza as he stood up,  still recovering from his orgasm. “Baby why don't you go lay down across that table and get ready for me.” Mrs. Garza grabbed a throw pillow from a sofa & went to lie down on the table. When she lay down she brought one hand up to one of her large breasts and her other hand between her legs to slowly stroke her vagina. “Now class, just like my wife did before; I'm going to describe what I'm going to do to my wife, before the demonstration, since my tongue will be otherwise occupied during the demonstration,” he said as he smiled seductively to the class, making several of the female students blush. “Well first of all, I like to start by kissing my partner and similar to pleasuring a woman with your hands, I make my way down her body kissing her along the way. I start by kissing her neck making my way down and then along her collarbone. Most women really enjoy this especially if it's done in a slightly teasing way. After I've done that for a bit I move down to kiss the woman's breasts, making sure that I pay attention to her nipples and that I make them really hard.” Now the guys were sitting up, elbows on knees, as they watched the buxom Mrs. Garza finger herself. “I try to play with the woman's breasts for a while until her pussy is really wet and she is begging for me to lick her.” Mr. Garza continued his lecture. “I then kiss down her stomach until I reach her pussy. Just to arouse the woman a little more, I like to kiss both of her inner thighs before I make my way to her pussy. I start by just licking her pussy lips. I do this for a while making sure the woman is very wet; and then I start flicking my tongue in and out of her pussy. If your partner wants you to, then you can also finger her while you lick her pussy. Now an important thing for you young men to remember is that the most sensitive part of a woman's vagina is her clitoris. Now you don't want to just randomly start by licking the woman's clit. What I like to do is to just occasionally flick it with my tongue while I'm licking her pussy; and as she gets closer to orgasm, I start licking it more and more until she tells me she's about to cum and then I start just flicking her clit with my tongue.” Mr. Garza's voice had gradually changed from professorial tone, to hot sexy voice, as his bawdy topic became more explicit. He then said; “This drives most women crazy and is sure to help you bring the woman you are with to a satisfying orgasm. Make sure you keeping licking the woman through her orgasm. Most women will eventually pull your head away when they start to get too sensitive.” The female students were all leaning back on the sofas and fingering their clits as they heard Mr. Garza's narrative. “Babe quit talking and come over here,” his wife said as she absent-mindedly stroked her pussy. Mr. Garza walked over to his wife and began kissing her very passionately while reaching one hand down to cup one of her large breasts. After passionately kissing his wife for a bit Mr. Garza suggested to the class; “If you need to see the demonstration better, feel free to stand up and perhaps move to a better place to observe; but leave us plenty of space.” Then he moved to the far side of the table and began kissing his way down his wife's neck. He began to kiss his wife's large breasts before making his way to her very hard nipples. As he began to kiss and suck on his wife's nipples, Mrs. Garza started moaning from her husband's attentions. After sucking on his wife's nipples for a bit Mr. Garza kissed his way down his wife's stomach causing her to shiver a bit from her stomach being slightly ticklish. He then kissed right above his wife's vagina before he picked up one of his wife's legs, which were hanging over the end of the table. He extended it up by the calf and started kissing his wife's inner thigh, making his way towards her vagina; before passing over her vagina to kiss up her other thigh. He continued to kiss and caress around his wife's vagina until Mrs. Garza finally said, “Oh, babe stop teasing me. I need your tongue in me now.” Mr. Garza grinned as he obliged his wife's request by just barely licking her slit, which elicited a pretty loud moan from his wife. He then brought one hand up to slide a finger in her pussy to spread her moisture around. Mr. Garza then continued to lick and tongue his wife's pussy as Mrs. Garza began to moan even louder. The students were now all standing in a big half-circle, around the other end of the table from where Mr. Garza was leaned over between his wife's legs. “Yeah babe, keep licking my pussy. You're doing such a good job,” Mrs. Garza moaned encouraging her husband. She continued moaning very loudly as her husband pleasured her with his tongue. Mrs. Garza had one hand holding one of her large tits while the other hand held on to her husband's head, forcing him further between her legs. She arched her neck and saw the assembled group of eager students. It made her even hornier, knowing she had an audience vicariously sharing her enjoyment. Eventually her moaning increased even more and she said, “Oh babe, don't stop, I'm so close. I'm about to cum.” Mr. Garza then began to relentlessly lick his wife's clit, as her moans became cries, as she had a very powerful orgasm. She twisted and pulled both knees upward and her husband tightly held his hands under her ass, holding his tongue lodged tightly to her clit. The students observed her head arch back as she stared at the ceiling, then her eyes rolled even higher in their sockets, as she jerked and trembled. Eventually she couldn't take it anymore and reached down to push her husband's head away from her pussy. He resisted, and she pressed her heels against his shoulders, to overpower his efforts to send her orgasm higher than she could tolerate. Mr. Garza then got up to grab paper towels to wipe off his face while Mrs. Garza laid back, breathing deeply as she recovered from her orgasm. The students had slowly returned to the sofas, pondering the intensity of what they just saw, up close. Mr. Garza gently placed some tissues in Mrs. Garza's hand, while he was wiping up the puddle between her legs. Lab One Then Professor Antonio Garza turned back around to the class and said, “Okay, now here is the bonus part of the lesson. You will now demonstrate what you just learned on some of your classmates.” Most of the students looked around the class nervously while some of the guys seemed very excited at the prospect of receiving oral sex from their classmates. Mrs. Garza then got up on shaky legs, having mostly recovered from her orgasm. Mr. Garza was busy spreading a dozen classroom chairs, spaciously in an arced row, across the floor, facing the sofas. She then stepped forward, turned to the class, and said; “now to start, I want William, Erika, Bruce, Rebecca, Malcolm, and Alexis to line up and sit down in these chairs.” All the students who had been recognized got up from their sofas and then sat down in this arced row, facing the other half of the classmates, who were still seated on the sofas. Mr. Garza then contemplated the students who were still sitting at their sofas. “Alright, Bethany; I want you to come kneel in front of William. Jackson I want you to come kneel in front of Erika. Michelle, you will be giving Bruce a blowjob and Devon, I want you to come lick Rebecca. Elizabeth, I want you with Malcolm and finally Thomas you are going to pleasure Alexis.” Mr. Garza then watched as the other students went to kneel in front of their assigned classmate. Bethany got up quickly and enjoyed having William stare at her large 32F breasts as she went over to him. She contemplated his impressive 7-½ inch penis, which also had a very nice pronounced cock head. ‘Wow, he's got a nice cock, it's long and pretty thick as well I'm definitely going to enjoy this,' she thought to herself as she approached William. Jackson then got up, his long 9-inch penis proudly standing at attention after watching his teacher's display and checking out Erika's large 36D breasts. ‘Man, Erika is hotter than I realized,' he thought to himself, ‘I hope I also get a chance to grab that big ass of hers that I noticed earlier, but those tits are also really nice.' Michelle then got up proudly displaying her body as she approached Bruce while accessing his long 8-inch cock. ‘Well, that's a pretty nice cock you've got there Bruce,' she thought to herself, ‘It's pretty long but good thing it's not very thick because I want to try and swallow that cock.' As she got closer to Bruce, to make sure to entice him more by reaching up and grabbing both of her full, natural 34C breasts and pulling on her nipples. She was happy to see that this action made Bruce's cock throb a little harder. Devon then stood up still a little nervous about displaying his large, thick 10-inch cock to the classroom, but he quickly began gaining confidence when he realized that all the women in the classroom, including his teacher, were staring at his large cock. ‘Wow I guess they really do like my cock,' he thought to himself. He looked over at Rebecca who was staring very intently at his cock. ‘Rebecca is really hot,' he thought. ‘I mean I always try to sneak a peek at her big ass when she's walking down the hall and I've definitely masturbated while thinking about that ass, but I never thought I would get the chance to lick her pussy. Maybe I can even reach up and grab her ass to pull her pussy closer to my face while I lick her.' Elizabeth then got up, proudly displaying her large 34D breasts, which looked even larger on her petite frame. She was very proud of her curvy body especially her round ass that she had been working on very hard through a regime of squats. As she walked over to Malcolm she checked out his 7-inch cock. ‘Well at least it's not too long of a penis but wow; does Malcolm have a big cock head, I mean his head is a least twice as thick as the rest of his shaft.' She then knelt down in front of Malcolm and licked her lips seductively, which made Malcolm's cock throb in anticipation. Finally, Thomas stood up to walk toward Alexis proudly displaying his 6-inch cock. While he knew that his cock wasn't very long he knew that he more than made up for it with how thick it was, as his cock was probably thicker than any other guy in the classroom. He started to check out Alexis as he approached her. ‘Nice! Alexis is really cute; I can't believe I'm getting the opportunity to eat her out. I've always thought she was really pretty, and now I get the chance to check her out naked and lick her nice pussy.' After all the students paired up with their respective partners Mr. Garza again addressed the class, “Now class for those of you that I determined will kneel in front of your classmates, you will perform oral sex on them until they have an orgasm. You will then switch with your partner, and they will perform oral sex on you until you reach orgasm. Does everyone understand this?” All the students nodded in acceptance. “Alright; well then, you may begin pleasuring your partner,” Mr. Garza told the class. The students each started pleasuring their partner and Mr. and Mrs. Garza went over to observe the students as they used the information the teachers had just taught the students. Thomas was gently kissing Alexis's neck while fondling one of her firm 32B breasts paying special attention to her long nipple. Elizabeth was holding on to Malcolm's cock with her hand while also licking up and down his shaft. Devon was already licking one of Rebecca's 34B breasts while fondling her other breast. Michelle already had Bruce's cock head in her mouth while she played with his balls with her hand. Jackson was already in between Erika's legs as he was gently kissing her thighs. Bethany was licking up and down William's cock as he moaned in pleasure. As the teachers were walking by, Bethany decided to take William's cock in her mouth and slid her lips down his shaft, which caused him to moan a little louder. He also heard Erika moan as Jackson began licking her slit and looked over at her. Her head was back and her eyes were closed. William was then transfixed as he watched Erika's large chest heave as she breathed deeply in pleasure. As though she could feel William's eyes on her, she opened her eyes and looked at William. She noticed as he stared intently at her chest. “You can touch them if you want,” she said to William. “What?” he stuttered as he was broken out of his trance of staring at her chest. “Here,” she said as she reached down to grab one of his hands and brought it up to her nice full right breast. “It feels good when someone is touching my breasts.” William couldn't believe what was happening as he cupped one of Erika's large, heavy breasts. Erika then relaxed her head again and closed her eyes as she enjoyed the pleasure of having William fondle her sensitive right tit while Jackson ate out her pussy. ‘Wow this is amazing,' she thought to herself revealing in the pleasure of two different guys paying attention to her body. Bethany looked up at William only to see that he was paying more attention to Erika and her big tits, than the girl giving him a blowjob. Not to be outdone she repositioned herself higher on her knees and grabbed William's other hand and placed it on her even larger breast. William was drawn back to Bethany as she placed his other hand on her very large tit. ‘Wow! I can't believe this; I'm feeling up two of the bustiest girls on campus while one of them sucks my cock. This is the best thing ever,' he thought to himself. Meanwhile, Bruce was seriously enjoying the blowjob that Michelle was giving him. She was bobbing up and down on his cock while occasionally pulling up to swirl her tongue around the head of his cock. After some time going up and down on his cock she steadied herself and then began pushing all of his 8 inch cock into her mouth. Bruce moaned loud enough to get several of his classmates to notice him, as he felt Michelle swallow his cock. ‘Oh my god I can't believe this,' he thought to himself. ‘How was I so lucky that I got the girl who already knows how to deep throat a cock? Man, Michelle is great at giving head. This is awesome!' Rebecca was really enjoying what Devon was doing to her with is tongue. She was also enjoying having his hands on her hips, even though she knew he probably just wanted to be grabbing her big ass. ‘Well he is doing a pretty good job with his tongue, I guess I can give him what he wants plus I enjoy it when a guy grabs onto my big ass,' she thought to herself. She started to slide her hips forward until a lot of her ass was off the seat. She then gently put pressure on Devon's hands forcing them around her hip and giving him permission to grab hold of her round ass. Devon took full advantage of this when he realized what Rebecca wanted. He used both hands to grab hard onto her ass and pulled her pussy closer to his face and began licking her with more intensity. In response, she rested her elbows on the chair and lifted her ass off the surface. ‘Holy crap this is amazing,' Rebecca thought to herself as she felt Devon hold tightly onto her full ass and lick her pussy even harder. ‘Damn, I'm definitely going to have to work hard on sucking his huge cock when it's his turn, cause this is amazing.' She closed her eyes and threw her head back in pleasure as she enjoyed what Devon was doing to her pussy. Malcolm was really enjoying having Elizabeth suck on his cock. She was bobbing her head up and down while also stroking his cock. ‘Man, this feels really good but I wish Elizabeth would spend more time sucking my cock head because it feels really good when she comes up to my head,' Malcolm thought to himself. As if she was reading his mind, Mrs. Garza walked over to Elizabeth and tapped her on the shoulder. Elizabeth pulled her mouth off of Malcolm's cock and looked up at her teacher. “Here let me show you something,” Mrs. Garza, said to her student. “Now, remember that I said that a man's cock head is the most sensitive part of the penis? And Malcolm here, has a very nice cock head so why don't you pay more attention to the head of his penis like this.” Malcolm couldn't believe it as his very hot teacher took his cock into her mouth and began swirling her tongue around his large cock head. Holy shit this is amazing! I can't believe Mrs. Garza is licking my cock. He groaned in pleasure as his teacher licked his cock. Mrs. Garza eventually pulled her mouth off of her student's penis, and looked back at Elizabeth. “See how much he enjoyed it when I paid more attention to his cock head?” Elizabeth nodded her understanding. “So why don't you continue what you were doing, except when you reach the top of his penis spend some time swirling your tongue around his cock head and I'm sure you will have him cumming in no time.” Mrs. Garza then got up to continue to observe the other students while Elizabeth went back to work on Malcolm's cock. She made sure to put more focus on his cock head and got a moan from Malcolm in response. She smiled to herself and began working on his cock again. Alexis was leaning back enjoying what Thomas was doing to her pussy as she pulled at her long hard nipples. Wow this feels amazing, Alexis thought to herself, ‘This is so much better than when I masturbate. Thomas is really good with his tongue. I can't believe that I'm about to cum already.' Alexis pulled Thomas's head further between her legs as she continued playing with her nipple with the other hand. She felt herself approaching a powerful orgasm but just before she was able to cum, she heard Bruce moan, “Oh here it cums.” Alexis looked over to see Michelle pulling up until just the head of Bruce's cock was in her mouth as he began ejaculating in Michelle's mouth. The stimulation of this display was too much for Alexis, and she felt herself having a very intense orgasm as Thomas continued to lick her pussy. Erika, hearing two of her classmates' cumming, was also close to succumbing to her orgasm. Having William fondle one of her heavy tits while Jackson had reached up to grab hold of her other breast while relentlessly continuing to lick her pussy was too much for the young stacked student, who reached a shaking orgasm under all the attention she was receiving. William felt Erika reach her orgasm while he was fondling her breasts. Bethany's oral attention to his cock was getting him very close and he decided that he really wanted to enjoy Bethany. He removed his hand from Erika's breast and reached down to grab hold of both of Bethany's huge breasts, and softly moaned to her, “I'm so close.” Upon hearing this, Bethany renewed her efforts to pleasure William's nice cock. She loved the feeling as he groped both of her fantastic tits while she sucked on him. Suddenly she felt William tense up and he began ejaculating thick ropes of cum into her mouth. She continued to try and pleasure William's cock as he came very forcefully in her mouth. Bethany couldn't believe that William could shoot so much cum. She hadn't given many guys blowjobs before but none of them had ever cum this much. ‘I guess that means I'm really good at this,' she thought to herself. Rebecca loved what Devon was doing to her and was also finding it quite arousing to listen to her fellow classmates reach orgasm. Suddenly she felt an intense sense of pleasure as she reached a very powerful orgasm. She shifted her weight on her left elbow while she grabbed Devon's hair in her right hand, and forced his head further between her legs while he grabbed on to her huge ass and held on for dear life. Elizabeth, realizing that all her classmates had already brought their partner to orgasm, renewed her efforts of pleasuring Malcolm's big cock head. Malcolm, overwhelmed with this new assault on his cockhead moaned, “Oh god, don't stop,” as he grabbed hold of Elizabeth's long brown hair. Soon he felt his testicles tense up and then began shooting cum into Elizabeth's mouth. Elizabeth continued her oral assault on Malcolm's large cockhead until he was finished cumming, then following her teacher's advice gave Malcolm's big cock head one last hard suck while swirling her tongue around it. Malcolm groaned again as he felt Elizabeth lick his over-stimulated cockhead one last time. As half of the class sat back enjoying their post-orgasmic joy Mr. Garza addressed the class. “Now class, remember that whenever you receive oral sex from a partner you always need to reciprocate this action. So once you are recovered from your orgasm you need to perform oral sex on your partner so that they know you appreciate what they did for you. This completes Lab One. You're going to begin Lab Two.” To be continued. By zachattack163 for Literotica

Wow, holy s**t, insane, overwhelming, incredible, the future is here!, "still not there", there are many more words to describe this past week. (TL;DR at the end of the blogpost)I had a feeling it's going to be a big week, and the companies did NOT disappoint, so this is going to be a very big newsletter as well. As you may have read last week, I was very lucky to be in San Francisco the weekend before Google IO, to co-host a hackathon with Meta LLama-3 team, and it was a blast, I will add my notes on that in This weeks Buzz section. Then on Monday, we all got to watch the crazy announcements from OpenAI, namely a new flagship model called GPT-4o (we were right, it previously was im-also-a-good-gpt2-chatbot) that's twice faster, 50% cheaper (in English, significantly more so in other languages, more on that later) and is Omni (that's the o) which means it is end to end trained with voice, vision, text on inputs, and can generate text, voice and images on the output. A true MMIO (multimodal on inputs and outputs, that's not the official term) is here and it has some very very surprising capabilities that blew us all away. Namely the ability to ask the model to "talk faster" or "more sarcasm in your voice" or "sing like a pirate", though, we didn't yet get that functionality with the GPT-4o model, it is absolutely and incredibly exciting. Oh and it's available to everyone for free! That's GPT-4 level intelligence, for free for everyone, without having to log in!What's also exciting was how immediate it was, apparently not only the model itself is faster (unclear if it's due to newer GPUs or distillation or some other crazy advancements or all of the above) but that training an end to end omnimodel reduces the latency to incredibly immediate conversation partner, one that you can interrupt, ask to recover from a mistake, and it can hold a conversation very very well. So well, that indeed it seemed like, the Waifu future (digital girlfriends/wives) is very close to some folks who would want it, while we didn't get to try it (we got GPT-4o but not the new voice mode as Sam confirmed) OpenAI released a bunch of videos of their employees chatting with Omni (that's my nickname, use it if you'd like) and many online highlighted how thirsty / flirty it sounded. I downloaded all the videos for an X thread and I named one girlfriend.mp4, and well, just judge for yourself why: Ok, that's not all that OpenAI updated or shipped, they also updated the Tokenizer which is incredible news to folks all around, specifically, the rest of the world. The new tokenizer reduces the previous "foreign language tax" by a LOT, making the model way way cheaper for the rest of the world as wellOne last announcement from OpenAI was the desktop app experience, and this one, I actually got to use a bit, and it's incredible. MacOS only for now, this app comes with a launcher shortcut (kind of like RayCast) that let's you talk to ChatGPT right then and there, without opening a new tab, without additional interruptions, and it even can understand what you see on the screen, help you understand code, or jokes or look up information. Here's just one example I just had over at X. And sure, you could always do this with another tab, but the ability to do it without context switch is a huge win. OpenAI had to do their demo 1 day before GoogleIO, but even during the excitement about GoogleIO, they had announced that Ilya is not only alive, but is also departing from OpenAI, which was followed by an announcement from Jan Leike (who co-headed the superailgnment team together with Ilya) that he left as well. This to me seemed like a well executed timing to give dampen the Google news a bit. Google is BACK, backer than ever, Alex's Google IO recapOn Tuesday morning I showed up to Shoreline theater in Mountain View, together with creators/influencers delegation as we all watch the incredible firehouse of announcements that Google has prepared for us. TL;DR - Google is adding Gemini and AI into all it's products across workspace (Gmail, Chat, Docs), into other cloud services like Photos, where you'll now be able to ask your photo library for specific moments. They introduced over 50 product updates and I don't think it makes sense to cover all of them here, so I'll focus on what we do best."Google with do the Googling for you" Gemini 1.5 pro is now their flagship model (remember Ultra? where is that?

In this work, we introduce Mini-Gemini, a simple and effective framework enhancing multi-modality Vision Language Models (VLMs). Despite the advancements in VLMs facilitating basic visual dialog and reasoning, a performance gap persists compared to advanced models like GPT-4 and Gemini. We try to narrow the gap by mining the potential of VLMs for better performance and any-to-any workflow from three aspects, i.e., high-resolution visual tokens, high-quality data, and VLM-guided generation. To enhance visual tokens, we propose to utilize an additional visual encoder for high-resolution refinement without increasing the visual token count. We further construct a high-quality dataset that promotes precise image comprehension and reasoning-based generation, expanding the operational scope of current VLMs. In general, Mini-Gemini further mines the potential of VLMs and empowers current frameworks with image understanding, reasoning, and generation simultaneously. Mini-Gemini supports a series of dense and MoE Large Language Models (LLMs) from 2B to 34B. It is demonstrated to achieve leading performance in several zero-shot benchmarks and even surpasses the developed private models. Code and models are available at https://github.com/dvlab-research/MiniGemini. 2024: Yanwei Li, Yuechen Zhang, Chengyao Wang, Zhisheng Zhong, Yixin Chen, Ruihang Chu, Shaoteng Liu, Jiaya Jia https://arxiv.org/pdf/2403.18814v1.pdf

Rep. Britt Raybould, R-Dist. 34B, reflects on the 2024 Idaho Legislative Session with Brandon Isle. She also talks about the initiative to change Idaho's elections and her reelection campaign.

Mike has an intense encounter with a mysterious cosplayer. by AlexRaistov, Listen to the Podcast at Steamy Stories.   The con has been fairly packed this year. And now that they're getting some big name guests, like Doctor Who's Matt Smith and Alex Kingston are here.  I think it's going to give Fan Expo Boston a run for its money. Hell, maybe even New York ComiCon. I think the fact that the convention center is connected to the hotel is a huge advantage. [[MORE]] The contest was at 2pm this afternoon, so I wanted to head over and register early. Making my way through the crowds, I got stopped a couple of times to do the "Gaston Pose" with the Wolverine claws popped out. There was even a couple dressed as Beauty and the Beast, so we got a couple of pics together. I'll text them to you later. Needless to say I got there later than I expected, so I was second to last in line. But it was fine because while I was waiting my turn to go up on stage, I found myself chatting with a dude from New York who was up with his buddy for the weekend. The guy was dressed as mashup of Deadpool and Eleven from Stranger Things. It was hysterical: a full Deadpool costume but with a blonde wig and dress. We got to talking about the con and cosplaying and after a few minutes he said with a chuckle, "Dude, be careful. I think the local law enforcement is checking you out." I gave him a strange look because I had no fucking clue what he was talking about. He motioned with his head and I turned around. So picture this: two girls, both in variations of the 'Slave Leia' bikini from 'Return of the Jedi.' One girl's costume was all white and she was wearing a Stormtrooper helmet. The other was in all black, wearing a Darth Vader mask and a flowing cape. And holy shit their bodies were fucking amazing. You know I've always been a boob man. Both girls were easily 32-34B and their brassieres were doing a wonderful job of highlighting their fantastic assets. Both of them had stunning hourglass figures. When 'Madame Vader' turned and leaned in to say something to her Stormtrooper, it was pretty clear by the amount of skin she was showing, there was most likely nothing under the long black loincloth. I watched as the Stormtrooper nodded to something 'Madame Vader' said. At this point I didn't know what else to call her. She then lifted her prop gun and started walking in our direction. "You're in for it now man," said Eleven Deadpool. The sexy Stormtrooper came right up to me and pointed her weapon. "You. Rebel Scum," she barked, "You're to come with me immediately." I raised my eyebrow, my cigar jammed firmly in my teeth. I figured what the hell, if we were gonna do this, have fun with it. "Rebel scum?" I growled, "Sweetheart, do I look like rebel scum to you?" The trooper pressed the nozzle of her weapon into my chest. "Now." I glanced over to Eleven Deadpool who shrugged, "Don't look at me man. I'm a mercenary, remember?" I leaned in towards the Stormtrooper and grunted, "You know, no one fights like Gaston. And with these claws I bet it would be an interesting fight. But okay, I'm game." As I stepped away from the line, I heard my new friend shout, "Vaya Con Dios, my son! Go with God.” The Stormtrooper led me over to 'Madame Vader' who had her hands on her curvy hips. I also got a chance to admire her thigh-high black boots, laced up the front with buckles going up the sides. She had a black belt around her waist which hung a light saber hilt. As I got closer and saw a tan line on her exposed hip, I was convinced more than ever that she was wearing nothing underneath. 'Madame Vader' looked at me from head to toe. "Something I can do for you?" I said in my best Hugh Jackman voice. For a moment she stood there silently. I almost expected to hear the raspy Vader breathing. "You!" she said finally in a commanding but very sultry voice, "will follow me. There will be no questions. Is that understood?" So okay, you know I don't like games or bullshit or anything like that. But there was something about this situation...I'm just gonna say it: I got rock hard. I swore my dick was going to explode out of my pants. Again, I can practically hear you laughing. But we've always been pretty open about this kind of shit, so obviously I'm not going to stop now. Anyway, I rubbed my scruffy chin, (careful not to poke myself with my claws, and took the cigar out of my mouth. "You're Jedi mind tricks ain't working here, sister," I snarled, "But I'll play along for now." Without another word, she turned, her cloak sweeping behind her. I felt a poke in my back: the Stormtrooper was nudging me to start moving. I followed 'Madame Vader' around a large curtain that led to behind the stage. From there we walked to a set of doors that led to a maintenance corridor. Now I'm not going to lie, this was all starting to make me a little bit nervous. Sexy as these two were, I had no idea who they were, what they looked like under their helmets or what was really going on. I was just about to say enough is enough and head back into the main convention floor when we stopped in front of another door marked "storage." 'Madame Vader' reached down with one of her gloved hands and pulled down on the handle, opening the door. "Inside," she commanded. I looked at her and the Stormtrooper, who appeared to be setting up for guard duty. I shrugged and stepped inside. The room was full of stacked chairs and folding tables. One table was set up with a few chairs around it. There were some papers on top of it. My guess is some of the Con organizers had probably used this room for planning the floor layout. The door closed and it was just me and 'Madame Vader' in the room. As she walked past me, her hands lifted up and unlocked the chain holding her cape together. She let it drop to the floor. With the cloak gone, I was able to get a better look at her body. The thin straps of her black brassiere didn't fully cover her tan lines, so I could tell she definitely enjoyed spending time in the sun. She was also more toned than I realized, though her hips still had a very lovely curve to them. Sure enough, the rear loincloth, which had up until now been hidden by her cape, was a little bit narrower than the front one, and her amazing ass, cheeks were poking out ever so slightly on either side. With her still to me, she turned her masked head slightly. "I understand no one fights like Gaston," she said, continuing with a deep, ominous voice. "So I hear," I replied gruffly. "I wonder," she said with a dramatic pause, "if no one fucks like Gaston?" Now you know it takes a hell of a lot to throw me for a loop and leave me speechless. But there I was, eyes wide and my mouth partially open in shock. 'Madame Vader' removed her gloves, revealing black nail polish on perfectly manicured fingers. "No response?" she mused, "Well perhaps not in words. But other parts of you appear to," she pointed at my bulging crotch, "be speaking for themselves." Now let me just remind you, she was still wearing that fucking helmet. I literally had no idea who this person was. And, God help me, I was turned on like never before. She walked over and sat on the edge of the folding table, her legs spread and the black loincloth falling between them. Slowly she lifted the cloth to the side, confirming what I had all but surmised from the minute I saw her. Her bare pussy was now right there for me to see. Her puffy pink lips were wide open, glistening and extremely inviting. "This is fucking crazy." I said aloud. "The door is right behind you," 'Madame Vader' replied nonchalantly, "My guard is only outside to ensure we are not disturbed. If you wish to leave you can at any time." She reached down between her legs and spread her pussy lips wider while her fingers began to explore her tantalizing, wet hole. "Alternatively, you could come over here, eat me out and then bend me over this table and fuck me from behind." So again, you know it takes a lot to stun me. And believe me, I was stunned. But I'm also not fucking stupid. I removed my gloves with the Wolverine claws built in and set them on the closest chair next to me. I then made my way over to the table and sank to my knees in front of 'Madame Vader.' I inhaled the wonderful, sweet musky smell that was coming from her pussy. I was just about to dive in when I stopped and looked up at her, "I don't suppose you're taking that off, are you?" "Are you going to ask questions that you already know the answer to, or are you going to begin," she said ominously. I shook my head, "No ma'am." I replied and dove into her beautiful, wet slit. I let my tongue casually explore her red pussy lips, enjoying the sweet and savory flavor. There was an aching moan from under the mask. "More," she whimpered, dropping the authoritative tone in her voice. My tongue began to flick up and down quickly. Her hands slammed down and gripped the edge of the table as she began to grind her pelvis in my face. I brought my hand up to my mouth and paused my licking just briefly to lick my thumb. As I resumed, I let my thumb slip into the upper folds of her slit, searching for her clit. It wasn't hard to find -- it was like a small cherry pit, hard and inviting. Her breaths came shallow and for a moment I wondered if she was going to pass out under the helmet. "Please," she begged without the slightest hint of any of her former bravado, "Oh God, I'm so close." My thumb kept playing with her pulsing button as I licked feverishly. After several more seconds I withdrew my thumb and attacked her clit directly with my tongue. That was the right move to push her right over the edge. "Oh my god oh my god oh my God," she cried under her mask, "I'm coming. Oh Jesus yes! Yes!" Her body convulsed and contorted as my face was showered by her intense orgasm. I kept lapping though, enjoying the sweet juices slicking her thighs and my face. Slowly, her tremors began to subside as she leaned back onto her elbows on the table. I stood up over her. "Are you sure you don't want to take that mask off?" I asked, genuinely concerned. "I," she stammered, still slightly out of breath, "I like it this way." She shifted forward off the table and stood in front of me. "And now," she said, trying to regain some of her earlier in-character composure, "I believe you have another service to provide." She reached forward and unbuckled my costume belt, letting it drop to the floor. She then lifted up my shirt slightly and undid my pants. Her fingers grasped the fabric of both my pants and underwear and pulled down, freeing my throbbing and aching cock. "Excellent." 'Madame Vader' said with a slight nod, "I was right to choose you." She turned around and bent over the table, resting on her forearms. I took a step forward and lifted the rear loincloth of her costume, exposing a perfectly tanned ass (string bikinis for the win). I adjusted my position, spread her cheeks slightly and guided myself into her soaking wet hole. Her pussy lips wrapped perfectly around the head of my cock and we stayed in that position for a moment. Then slowly I inched forward until I was completely buried inside her. "Yes," she hissed softly. I placed my hands on her hips and began slow, rhythmic motions. She was so wet, every thrust was a silky smooth ride. But I could still feel her pussy walls constrict around my shaft every time I moved back and forth. Her body began to match my movements, her ass and pelvis pushing backwards against me. There was a brief moment when I was extremely tempted to reach forward and attempt to knock the helmet off her head. Would she stop this incredible moment or were we too far gone that she wouldn't care? But the sound of her ass slapping against my lower abdomen shook me out of the thought. "Fuck it," I think I said out loud as I increased the speed of my thrusts. "Yes baby," she cried, "Yes, god yes. Come for me baby. Come inside me." Before I could protest, she added, "It's fine. I'm protected. Just come. Come deep inside me, please!" I continued pumping her pussy until I felt that familiar tingling sensation at the base of my cock. I started tensing up, "Oh fuck, I'm coming!" I thrust one final time and stayed there as far in her as I could while my sperm erupted from my dick, filling the depths of her pussy. She gasped, "Oh god, I can feel you filling me up so much!" She wasn't kidding, because just a few seconds later I felt the wonderful mix of her juices and my cum spilling out of her pussy. I took a step back, then pivoted so that I was leaning against the table next to her. "That was," I gasped, still trying to guess what she looked like under the mask, "insane." Slowly, she rose off the table, the loincloth slipping back down on its own to cover her bare ass. "Seriously," I said, watching as she silently stepped over to pick up her cloak and gloves, "please tell me who the hell you are. Or that we can meet up again?" She made her way to the door and stopped. Her hands slowly made their way up towards her helmet and grasped it on both sides. And then they dropped back down. "If you find me," came the ominous voice from under the mask, "then we will see." She opened the door, where I caught a glimpse of her friend waiting, and slipped out. The door closed behind her, leaving me in the room in a daze with my pants half way down my legs and my flaccid, wet dick now feeling the chill of the storage room's air conditioning. Realizing there was no one outside guarding the room anymore, I quickly zipped up, gathered my costume accessories and got the fuck out of the room. I stumbled into the hallway and made my way quickly back to the convention hall. Naturally neither girl was anywhere to be seen in a crowd of other cosplayers and attendees. I made my way out of the convention center, back through to the hotel and came up to my room. And that's where I am right now. Like I said, I tried calling you. And then I opened my tablet and started writing. Needless to say I have no clue who won the cosplay contest. Maybe Deadpool/Eleven. And of course I can hear you saying, "I think I pretty much 'won' anyway!" LOL But seriously, I have to find her again. There's two more days left to the con. I'll keep you posted, cuz. Love ya! By AlexRaistov, for Literotica

Mike has an intense encounter with a mysterious cosplayer. by AlexRaistov, Listen to the Podcast at Steamy Stories.   The con has been fairly packed this year. And now that they're getting some big name guests, like Doctor Who's Matt Smith and Alex Kingston are here.  I think it's going to give Fan Expo Boston a run for its money. Hell, maybe even New York ComiCon. I think the fact that the convention center is connected to the hotel is a huge advantage. [[MORE]] The contest was at 2pm this afternoon, so I wanted to head over and register early. Making my way through the crowds, I got stopped a couple of times to do the "Gaston Pose" with the Wolverine claws popped out. There was even a couple dressed as Beauty and the Beast, so we got a couple of pics together. I'll text them to you later. Needless to say I got there later than I expected, so I was second to last in line. But it was fine because while I was waiting my turn to go up on stage, I found myself chatting with a dude from New York who was up with his buddy for the weekend. The guy was dressed as mashup of Deadpool and Eleven from Stranger Things. It was hysterical: a full Deadpool costume but with a blonde wig and dress. We got to talking about the con and cosplaying and after a few minutes he said with a chuckle, "Dude, be careful. I think the local law enforcement is checking you out." I gave him a strange look because I had no fucking clue what he was talking about. He motioned with his head and I turned around. So picture this: two girls, both in variations of the 'Slave Leia' bikini from 'Return of the Jedi.' One girl's costume was all white and she was wearing a Stormtrooper helmet. The other was in all black, wearing a Darth Vader mask and a flowing cape. And holy shit their bodies were fucking amazing. You know I've always been a boob man. Both girls were easily 32-34B and their brassieres were doing a wonderful job of highlighting their fantastic assets. Both of them had stunning hourglass figures. When 'Madame Vader' turned and leaned in to say something to her Stormtrooper, it was pretty clear by the amount of skin she was showing, there was most likely nothing under the long black loincloth. I watched as the Stormtrooper nodded to something 'Madame Vader' said. At this point I didn't know what else to call her. She then lifted her prop gun and started walking in our direction. "You're in for it now man," said Eleven Deadpool. The sexy Stormtrooper came right up to me and pointed her weapon. "You. Rebel Scum," she barked, "You're to come with me immediately." I raised my eyebrow, my cigar jammed firmly in my teeth. I figured what the hell, if we were gonna do this, have fun with it. "Rebel scum?" I growled, "Sweetheart, do I look like rebel scum to you?" The trooper pressed the nozzle of her weapon into my chest. "Now." I glanced over to Eleven Deadpool who shrugged, "Don't look at me man. I'm a mercenary, remember?" I leaned in towards the Stormtrooper and grunted, "You know, no one fights like Gaston. And with these claws I bet it would be an interesting fight. But okay, I'm game." As I stepped away from the line, I heard my new friend shout, "Vaya Con Dios, my son! Go with God.” The Stormtrooper led me over to 'Madame Vader' who had her hands on her curvy hips. I also got a chance to admire her thigh-high black boots, laced up the front with buckles going up the sides. She had a black belt around her waist which hung a light saber hilt. As I got closer and saw a tan line on her exposed hip, I was convinced more than ever that she was wearing nothing underneath. 'Madame Vader' looked at me from head to toe. "Something I can do for you?" I said in my best Hugh Jackman voice. For a moment she stood there silently. I almost expected to hear the raspy Vader breathing. "You!" she said finally in a commanding but very sultry voice, "will follow me. There will be no questions. Is that understood?" So okay, you know I don't like games or bullshit or anything like that. But there was something about this situation...I'm just gonna say it: I got rock hard. I swore my dick was going to explode out of my pants. Again, I can practically hear you laughing. But we've always been pretty open about this kind of shit, so obviously I'm not going to stop now. Anyway, I rubbed my scruffy chin, (careful not to poke myself with my claws, and took the cigar out of my mouth. "You're Jedi mind tricks ain't working here, sister," I snarled, "But I'll play along for now." Without another word, she turned, her cloak sweeping behind her. I felt a poke in my back: the Stormtrooper was nudging me to start moving. I followed 'Madame Vader' around a large curtain that led to behind the stage. From there we walked to a set of doors that led to a maintenance corridor. Now I'm not going to lie, this was all starting to make me a little bit nervous. Sexy as these two were, I had no idea who they were, what they looked like under their helmets or what was really going on. I was just about to say enough is enough and head back into the main convention floor when we stopped in front of another door marked "storage." 'Madame Vader' reached down with one of her gloved hands and pulled down on the handle, opening the door. "Inside," she commanded. I looked at her and the Stormtrooper, who appeared to be setting up for guard duty. I shrugged and stepped inside. The room was full of stacked chairs and folding tables. One table was set up with a few chairs around it. There were some papers on top of it. My guess is some of the Con organizers had probably used this room for planning the floor layout. The door closed and it was just me and 'Madame Vader' in the room. As she walked past me, her hands lifted up and unlocked the chain holding her cape together. She let it drop to the floor. With the cloak gone, I was able to get a better look at her body. The thin straps of her black brassiere didn't fully cover her tan lines, so I could tell she definitely enjoyed spending time in the sun. She was also more toned than I realized, though her hips still had a very lovely curve to them. Sure enough, the rear loincloth, which had up until now been hidden by her cape, was a little bit narrower than the front one, and her amazing ass, cheeks were poking out ever so slightly on either side. With her still to me, she turned her masked head slightly. "I understand no one fights like Gaston," she said, continuing with a deep, ominous voice. "So I hear," I replied gruffly. "I wonder," she said with a dramatic pause, "if no one fucks like Gaston?" Now you know it takes a hell of a lot to throw me for a loop and leave me speechless. But there I was, eyes wide and my mouth partially open in shock. 'Madame Vader' removed her gloves, revealing black nail polish on perfectly manicured fingers. "No response?" she mused, "Well perhaps not in words. But other parts of you appear to," she pointed at my bulging crotch, "be speaking for themselves." Now let me just remind you, she was still wearing that fucking helmet. I literally had no idea who this person was. And, God help me, I was turned on like never before. She walked over and sat on the edge of the folding table, her legs spread and the black loincloth falling between them. Slowly she lifted the cloth to the side, confirming what I had all but surmised from the minute I saw her. Her bare pussy was now right there for me to see. Her puffy pink lips were wide open, glistening and extremely inviting. "This is fucking crazy." I said aloud. "The door is right behind you," 'Madame Vader' replied nonchalantly, "My guard is only outside to ensure we are not disturbed. If you wish to leave you can at any time." She reached down between her legs and spread her pussy lips wider while her fingers began to explore her tantalizing, wet hole. "Alternatively, you could come over here, eat me out and then bend me over this table and fuck me from behind." So again, you know it takes a lot to stun me. And believe me, I was stunned. But I'm also not fucking stupid. I removed my gloves with the Wolverine claws built in and set them on the closest chair next to me. I then made my way over to the table and sank to my knees in front of 'Madame Vader.' I inhaled the wonderful, sweet musky smell that was coming from her pussy. I was just about to dive in when I stopped and looked up at her, "I don't suppose you're taking that off, are you?" "Are you going to ask questions that you already know the answer to, or are you going to begin," she said ominously. I shook my head, "No ma'am." I replied and dove into her beautiful, wet slit. I let my tongue casually explore her red pussy lips, enjoying the sweet and savory flavor. There was an aching moan from under the mask. "More," she whimpered, dropping the authoritative tone in her voice. My tongue began to flick up and down quickly. Her hands slammed down and gripped the edge of the table as she began to grind her pelvis in my face. I brought my hand up to my mouth and paused my licking just briefly to lick my thumb. As I resumed, I let my thumb slip into the upper folds of her slit, searching for her clit. It wasn't hard to find -- it was like a small cherry pit, hard and inviting. Her breaths came shallow and for a moment I wondered if she was going to pass out under the helmet. "Please," she begged without the slightest hint of any of her former bravado, "Oh God, I'm so close." My thumb kept playing with her pulsing button as I licked feverishly. After several more seconds I withdrew my thumb and attacked her clit directly with my tongue. That was the right move to push her right over the edge. "Oh my god oh my god oh my God," she cried under her mask, "I'm coming. Oh Jesus yes! Yes!" Her body convulsed and contorted as my face was showered by her intense orgasm. I kept lapping though, enjoying the sweet juices slicking her thighs and my face. Slowly, her tremors began to subside as she leaned back onto her elbows on the table. I stood up over her. "Are you sure you don't want to take that mask off?" I asked, genuinely concerned. "I," she stammered, still slightly out of breath, "I like it this way." She shifted forward off the table and stood in front of me. "And now," she said, trying to regain some of her earlier in-character composure, "I believe you have another service to provide." She reached forward and unbuckled my costume belt, letting it drop to the floor. She then lifted up my shirt slightly and undid my pants. Her fingers grasped the fabric of both my pants and underwear and pulled down, freeing my throbbing and aching cock. "Excellent." 'Madame Vader' said with a slight nod, "I was right to choose you." She turned around and bent over the table, resting on her forearms. I took a step forward and lifted the rear loincloth of her costume, exposing a perfectly tanned ass (string bikinis for the win). I adjusted my position, spread her cheeks slightly and guided myself into her soaking wet hole. Her pussy lips wrapped perfectly around the head of my cock and we stayed in that position for a moment. Then slowly I inched forward until I was completely buried inside her. "Yes," she hissed softly. I placed my hands on her hips and began slow, rhythmic motions. She was so wet, every thrust was a silky smooth ride. But I could still feel her pussy walls constrict around my shaft every time I moved back and forth. Her body began to match my movements, her ass and pelvis pushing backwards against me. There was a brief moment when I was extremely tempted to reach forward and attempt to knock the helmet off her head. Would she stop this incredible moment or were we too far gone that she wouldn't care? But the sound of her ass slapping against my lower abdomen shook me out of the thought. "Fuck it," I think I said out loud as I increased the speed of my thrusts. "Yes baby," she cried, "Yes, god yes. Come for me baby. Come inside me." Before I could protest, she added, "It's fine. I'm protected. Just come. Come deep inside me, please!" I continued pumping her pussy until I felt that familiar tingling sensation at the base of my cock. I started tensing up, "Oh fuck, I'm coming!" I thrust one final time and stayed there as far in her as I could while my sperm erupted from my dick, filling the depths of her pussy. She gasped, "Oh god, I can feel you filling me up so much!" She wasn't kidding, because just a few seconds later I felt the wonderful mix of her juices and my cum spilling out of her pussy. I took a step back, then pivoted so that I was leaning against the table next to her. "That was," I gasped, still trying to guess what she looked like under the mask, "insane." Slowly, she rose off the table, the loincloth slipping back down on its own to cover her bare ass. "Seriously," I said, watching as she silently stepped over to pick up her cloak and gloves, "please tell me who the hell you are. Or that we can meet up again?" She made her way to the door and stopped. Her hands slowly made their way up towards her helmet and grasped it on both sides. And then they dropped back down. "If you find me," came the ominous voice from under the mask, "then we will see." She opened the door, where I caught a glimpse of her friend waiting, and slipped out. The door closed behind her, leaving me in the room in a daze with my pants half way down my legs and my flaccid, wet dick now feeling the chill of the storage room's air conditioning. Realizing there was no one outside guarding the room anymore, I quickly zipped up, gathered my costume accessories and got the fuck out of the room. I stumbled into the hallway and made my way quickly back to the convention hall. Naturally neither girl was anywhere to be seen in a crowd of other cosplayers and attendees. I made my way out of the convention center, back through to the hotel and came up to my room. And that's where I am right now. Like I said, I tried calling you. And then I opened my tablet and started writing. Needless to say I have no clue who won the cosplay contest. Maybe Deadpool/Eleven. And of course I can hear you saying, "I think I pretty much 'won' anyway!" LOL But seriously, I have to find her again. There's two more days left to the con. I'll keep you posted, cuz. Love ya! By AlexRaistov, for Literotica

Mike has an intense encounter with a mysterious cosplayer. by AlexRaistov, Listen to the Podcast at Steamy Stories.   The con has been fairly packed this year. And now that they're getting some big name guests, like Doctor Who's Matt Smith and Alex Kingston are here.  I think it's going to give Fan Expo Boston a run for its money. Hell, maybe even New York ComiCon. I think the fact that the convention center is connected to the hotel is a huge advantage. [[MORE]] The contest was at 2pm this afternoon, so I wanted to head over and register early. Making my way through the crowds, I got stopped a couple of times to do the "Gaston Pose" with the Wolverine claws popped out. There was even a couple dressed as Beauty and the Beast, so we got a couple of pics together. I'll text them to you later. Needless to say I got there later than I expected, so I was second to last in line. But it was fine because while I was waiting my turn to go up on stage, I found myself chatting with a dude from New York who was up with his buddy for the weekend. The guy was dressed as mashup of Deadpool and Eleven from Stranger Things. It was hysterical: a full Deadpool costume but with a blonde wig and dress. We got to talking about the con and cosplaying and after a few minutes he said with a chuckle, "Dude, be careful. I think the local law enforcement is checking you out." I gave him a strange look because I had no fucking clue what he was talking about. He motioned with his head and I turned around. So picture this: two girls, both in variations of the 'Slave Leia' bikini from 'Return of the Jedi.' One girl's costume was all white and she was wearing a Stormtrooper helmet. The other was in all black, wearing a Darth Vader mask and a flowing cape. And holy shit their bodies were fucking amazing. You know I've always been a boob man. Both girls were easily 32-34B and their brassieres were doing a wonderful job of highlighting their fantastic assets. Both of them had stunning hourglass figures. When 'Madame Vader' turned and leaned in to say something to her Stormtrooper, it was pretty clear by the amount of skin she was showing, there was most likely nothing under the long black loincloth. I watched as the Stormtrooper nodded to something 'Madame Vader' said. At this point I didn't know what else to call her. She then lifted her prop gun and started walking in our direction. "You're in for it now man," said Eleven Deadpool. The sexy Stormtrooper came right up to me and pointed her weapon. "You. Rebel Scum," she barked, "You're to come with me immediately." I raised my eyebrow, my cigar jammed firmly in my teeth. I figured what the hell, if we were gonna do this, have fun with it. "Rebel scum?" I growled, "Sweetheart, do I look like rebel scum to you?" The trooper pressed the nozzle of her weapon into my chest. "Now." I glanced over to Eleven Deadpool who shrugged, "Don't look at me man. I'm a mercenary, remember?" I leaned in towards the Stormtrooper and grunted, "You know, no one fights like Gaston. And with these claws I bet it would be an interesting fight. But okay, I'm game." As I stepped away from the line, I heard my new friend shout, "Vaya Con Dios, my son! Go with God.” The Stormtrooper led me over to 'Madame Vader' who had her hands on her curvy hips. I also got a chance to admire her thigh-high black boots, laced up the front with buckles going up the sides. She had a black belt around her waist which hung a light saber hilt. As I got closer and saw a tan line on her exposed hip, I was convinced more than ever that she was wearing nothing underneath. 'Madame Vader' looked at me from head to toe. "Something I can do for you?" I said in my best Hugh Jackman voice. For a moment she stood there silently. I almost expected to hear the raspy Vader breathing. "You!" she said finally in a commanding but very sultry voice, "will follow me. There will be no questions. Is that understood?" So okay, you know I don't like games or bullshit or anything like that. But there was something about this situation...I'm just gonna say it: I got rock hard. I swore my dick was going to explode out of my pants. Again, I can practically hear you laughing. But we've always been pretty open about this kind of shit, so obviously I'm not going to stop now. Anyway, I rubbed my scruffy chin, (careful not to poke myself with my claws, and took the cigar out of my mouth. "You're Jedi mind tricks ain't working here, sister," I snarled, "But I'll play along for now." Without another word, she turned, her cloak sweeping behind her. I felt a poke in my back: the Stormtrooper was nudging me to start moving. I followed 'Madame Vader' around a large curtain that led to behind the stage. From there we walked to a set of doors that led to a maintenance corridor. Now I'm not going to lie, this was all starting to make me a little bit nervous. Sexy as these two were, I had no idea who they were, what they looked like under their helmets or what was really going on. I was just about to say enough is enough and head back into the main convention floor when we stopped in front of another door marked "storage." 'Madame Vader' reached down with one of her gloved hands and pulled down on the handle, opening the door. "Inside," she commanded. I looked at her and the Stormtrooper, who appeared to be setting up for guard duty. I shrugged and stepped inside. The room was full of stacked chairs and folding tables. One table was set up with a few chairs around it. There were some papers on top of it. My guess is some of the Con organizers had probably used this room for planning the floor layout. The door closed and it was just me and 'Madame Vader' in the room. As she walked past me, her hands lifted up and unlocked the chain holding her cape together. She let it drop to the floor. With the cloak gone, I was able to get a better look at her body. The thin straps of her black brassiere didn't fully cover her tan lines, so I could tell she definitely enjoyed spending time in the sun. She was also more toned than I realized, though her hips still had a very lovely curve to them. Sure enough, the rear loincloth, which had up until now been hidden by her cape, was a little bit narrower than the front one, and her amazing ass, cheeks were poking out ever so slightly on either side. With her still to me, she turned her masked head slightly. "I understand no one fights like Gaston," she said, continuing with a deep, ominous voice. "So I hear," I replied gruffly. "I wonder," she said with a dramatic pause, "if no one fucks like Gaston?" Now you know it takes a hell of a lot to throw me for a loop and leave me speechless. But there I was, eyes wide and my mouth partially open in shock. 'Madame Vader' removed her gloves, revealing black nail polish on perfectly manicured fingers. "No response?" she mused, "Well perhaps not in words. But other parts of you appear to," she pointed at my bulging crotch, "be speaking for themselves." Now let me just remind you, she was still wearing that fucking helmet. I literally had no idea who this person was. And, God help me, I was turned on like never before. She walked over and sat on the edge of the folding table, her legs spread and the black loincloth falling between them. Slowly she lifted the cloth to the side, confirming what I had all but surmised from the minute I saw her. Her bare pussy was now right there for me to see. Her puffy pink lips were wide open, glistening and extremely inviting. "This is fucking crazy." I said aloud. "The door is right behind you," 'Madame Vader' replied nonchalantly, "My guard is only outside to ensure we are not disturbed. If you wish to leave you can at any time." She reached down between her legs and spread her pussy lips wider while her fingers began to explore her tantalizing, wet hole. "Alternatively, you could come over here, eat me out and then bend me over this table and fuck me from behind." So again, you know it takes a lot to stun me. And believe me, I was stunned. But I'm also not fucking stupid. I removed my gloves with the Wolverine claws built in and set them on the closest chair next to me. I then made my way over to the table and sank to my knees in front of 'Madame Vader.' I inhaled the wonderful, sweet musky smell that was coming from her pussy. I was just about to dive in when I stopped and looked up at her, "I don't suppose you're taking that off, are you?" "Are you going to ask questions that you already know the answer to, or are you going to begin," she said ominously. I shook my head, "No ma'am." I replied and dove into her beautiful, wet slit. I let my tongue casually explore her red pussy lips, enjoying the sweet and savory flavor. There was an aching moan from under the mask. "More," she whimpered, dropping the authoritative tone in her voice. My tongue began to flick up and down quickly. Her hands slammed down and gripped the edge of the table as she began to grind her pelvis in my face. I brought my hand up to my mouth and paused my licking just briefly to lick my thumb. As I resumed, I let my thumb slip into the upper folds of her slit, searching for her clit. It wasn't hard to find -- it was like a small cherry pit, hard and inviting. Her breaths came shallow and for a moment I wondered if she was going to pass out under the helmet. "Please," she begged without the slightest hint of any of her former bravado, "Oh God, I'm so close." My thumb kept playing with her pulsing button as I licked feverishly. After several more seconds I withdrew my thumb and attacked her clit directly with my tongue. That was the right move to push her right over the edge. "Oh my god oh my god oh my God," she cried under her mask, "I'm coming. Oh Jesus yes! Yes!" Her body convulsed and contorted as my face was showered by her intense orgasm. I kept lapping though, enjoying the sweet juices slicking her thighs and my face. Slowly, her tremors began to subside as she leaned back onto her elbows on the table. I stood up over her. "Are you sure you don't want to take that mask off?" I asked, genuinely concerned. "I," she stammered, still slightly out of breath, "I like it this way." She shifted forward off the table and stood in front of me. "And now," she said, trying to regain some of her earlier in-character composure, "I believe you have another service to provide." She reached forward and unbuckled my costume belt, letting it drop to the floor. She then lifted up my shirt slightly and undid my pants. Her fingers grasped the fabric of both my pants and underwear and pulled down, freeing my throbbing and aching cock. "Excellent." 'Madame Vader' said with a slight nod, "I was right to choose you." She turned around and bent over the table, resting on her forearms. I took a step forward and lifted the rear loincloth of her costume, exposing a perfectly tanned ass (string bikinis for the win). I adjusted my position, spread her cheeks slightly and guided myself into her soaking wet hole. Her pussy lips wrapped perfectly around the head of my cock and we stayed in that position for a moment. Then slowly I inched forward until I was completely buried inside her. "Yes," she hissed softly. I placed my hands on her hips and began slow, rhythmic motions. She was so wet, every thrust was a silky smooth ride. But I could still feel her pussy walls constrict around my shaft every time I moved back and forth. Her body began to match my movements, her ass and pelvis pushing backwards against me. There was a brief moment when I was extremely tempted to reach forward and attempt to knock the helmet off her head. Would she stop this incredible moment or were we too far gone that she wouldn't care? But the sound of her ass slapping against my lower abdomen shook me out of the thought. "Fuck it," I think I said out loud as I increased the speed of my thrusts. "Yes baby," she cried, "Yes, god yes. Come for me baby. Come inside me." Before I could protest, she added, "It's fine. I'm protected. Just come. Come deep inside me, please!" I continued pumping her pussy until I felt that familiar tingling sensation at the base of my cock. I started tensing up, "Oh fuck, I'm coming!" I thrust one final time and stayed there as far in her as I could while my sperm erupted from my dick, filling the depths of her pussy. She gasped, "Oh god, I can feel you filling me up so much!" She wasn't kidding, because just a few seconds later I felt the wonderful mix of her juices and my cum spilling out of her pussy. I took a step back, then pivoted so that I was leaning against the table next to her. "That was," I gasped, still trying to guess what she looked like under the mask, "insane." Slowly, she rose off the table, the loincloth slipping back down on its own to cover her bare ass. "Seriously," I said, watching as she silently stepped over to pick up her cloak and gloves, "please tell me who the hell you are. Or that we can meet up again?" She made her way to the door and stopped. Her hands slowly made their way up towards her helmet and grasped it on both sides. And then they dropped back down. "If you find me," came the ominous voice from under the mask, "then we will see." She opened the door, where I caught a glimpse of her friend waiting, and slipped out. The door closed behind her, leaving me in the room in a daze with my pants half way down my legs and my flaccid, wet dick now feeling the chill of the storage room's air conditioning. Realizing there was no one outside guarding the room anymore, I quickly zipped up, gathered my costume accessories and got the fuck out of the room. I stumbled into the hallway and made my way quickly back to the convention hall. Naturally neither girl was anywhere to be seen in a crowd of other cosplayers and attendees. I made my way out of the convention center, back through to the hotel and came up to my room. And that's where I am right now. Like I said, I tried calling you. And then I opened my tablet and started writing. Needless to say I have no clue who won the cosplay contest. Maybe Deadpool/Eleven. And of course I can hear you saying, "I think I pretty much 'won' anyway!" LOL But seriously, I have to find her again. There's two more days left to the con. I'll keep you posted, cuz. Love ya! By AlexRaistov, for Literotica

Canadian journalist Nora Loreto reads the latest headlines for Thursday, April 4, 2024.TRNN has partnered with Loreto to syndicate and share her daily news digest with our audience. Tune in every morning to the TRNN podcast feed to hear the latest important news stories from Canada and around the world.Find more headlines from Nora at Sandy & Nora Talk Politics podcast feed.Help us continue producing radically independent news and in-depth analysis by following us and becoming a monthly sustainer.Sign up for our newsletterLike us on FacebookFollow us on TwitterDonate to support this podcastReferenced articles:Story 1 - A Longueuil cop sexually assaulted someone whose sexual assault case he was working on. Story 2 - Two Indigenous fishermen taken on a Starlight Tour in Nova Scotia by DFO officers. Story 3 - Trans-mountain pipeline set to open in time for International Workers Day. Only cost us $34B. Story 4 - Pro-Kurdish mayoral candidate in Van is reinstated after being DQed. He won with 55% of the vote. Story 5 - Thailand's Move Forward Party might be dissolved and its leaders banned from politics after it tried to amend the royal defamation law.

Speaker CFPs and Sponsor Guides are now available for AIE World's Fair — join us on June 25-27 for the biggest AI Engineer conference of 2024!Soumith Chintala needs no introduction in the ML world — his insights are incredibly accessible across Twitter, LinkedIn, podcasts, and conference talks (in this pod we'll assume you'll have caught up on the History of PyTorch pod from last year and cover different topics). He's well known as the creator of PyTorch, but he's more broadly the Engineering Lead on AI Infra, PyTorch, and Generative AI at Meta.Soumith was one of the earliest supporters of Latent Space (and more recently AI News), and we were overjoyed to catch up with him on his latest SF visit for a braindump of the latest AI topics, reactions to some of our past guests, and why Open Source AI is personally so important to him.Life in the GPU-Rich LaneBack in January, Zuck went on Instagram to announce their GPU wealth: by the end of 2024, Meta will have 350k H100s. By adding all their GPU clusters, you'd get to 600k H100-equivalents of compute. At FP16 precision, that's ~1,200,000 PFLOPS. If we used George Hotz's (previous guest!) "Person of Compute" measure, Meta now has 60k humans of compute in their clusters. Occasionally we get glimpses into the GPU-rich life; on a recent ThursdAI chat, swyx prompted PaLM tech lead Yi Tay to write down what he missed most from Google, and he commented that UL2 20B was trained by accidentally leaving the training job running for a month, because hardware failures are so rare in Google.Meta AI's Epic LLM RunBefore Llama broke the internet, Meta released an open source LLM in May 2022, OPT-175B, which was notable for how “open” it was - right down to the logbook! They used only 16 NVIDIA V100 GPUs and Soumith agrees that, with hindsight, it was likely under-trained for its parameter size.In Feb 2023 (pre Latent Space pod), Llama was released, with a 7B version trained on 1T tokens alongside 65B and 33B versions trained on 1.4T tokens. The Llama authors included Guillaume Lample and Timothée Lacroix, who went on to start Mistral.July 2023 was Llama2 time (which we covered!): 3 model sizes, 7B, 13B, and 70B, all trained on 2T tokens. The three models accounted for a grand total of 3,311,616 GPU hours for all pre-training work. CodeLlama followed shortly after, a fine-tune of Llama2 specifically focused on code generation use cases. The family had models in the 7B, 13B, 34B, and 70B size, all trained with 500B extra tokens of code and code-related data, except for 70B which is trained on 1T.All of this on top of other open sourced models like Segment Anything (one of our early hits!), Detectron, Detectron 2, DensePose, and Seamless, and in one year, Meta transformed from a company people made fun of for its “metaverse” investments to one of the key players in the AI landscape and its stock has almost tripled since (about $830B in market value created in the past year).Why Open Source AIThe obvious question is why Meta would spend hundreds of millions on its AI efforts and then release them for free. Zuck has addressed this in public statements:But for Soumith, the motivation is even more personal:“I'm irrationally interested in open source. I think open source has that fundamental way to distribute opportunity in a way that is very powerful. Like, I grew up in India… And knowledge was very centralized, but I saw that evolution of knowledge slowly getting decentralized. And that ended up helping me learn quicker and faster for like zero dollars. And I think that was a strong reason why I ended up where I am. So like that, like the open source side of things, I always push regardless of like what I get paid for, like I think I would do that as a passion project on the side……I think at a fundamental level, the most beneficial value of open source is that you make the distribution to be very wide. It's just available with no friction and people can do transformative things in a way that's very accessible. Maybe it's open source, but it has a commercial license and I'm a student in India. I don't care about the license. I just don't even understand the license. But like the fact that I can use it and do something with it is very transformative to me……Like, okay, I again always go back to like I'm a student in India with no money. What is my accessibility to any of these closed source models? At some scale I have to pay money. That makes it a non-starter and stuff. And there's also the control issue: I strongly believe if you want human aligned AI, you want all humans to give feedback. And you want all humans to have access to that technology in the first place. And I actually have seen, living in New York, whenever I come to Silicon Valley, I see a different cultural bubble.We like the way Soumith put it last year: Closed AI “rate-limits against people's imaginations and needs”!What It Takes For Open Source AI to WinHowever Soumith doesn't think Open Source will simply win by popular demand. There is a tremendous coordination problem with the decentralized nature of the open source AI development right now: nobody is collecting the valuable human feedback in the way that OpenAI or Midjourney are doing.“Open source in general always has a coordination problem. If there's a vertically integrated provider with more resources, they will just be better coordinated than open source. And so now open source has to figure out how to have coordinated benefits. And the reason you want coordinated benefits is because these models are getting better based on human feedback. And if you see with open source models, like if you go to the /r/localllama subreddit, like there's so many variations of models that are being produced from, say, Nous research. I mean, like there's like so many variations built by so many people. And one common theme is they're all using these fine-tuning or human preferences datasets that are very limited and they're not sufficiently diverse. And you look at the other side, say front-ends like Oobabooga or like Hugging Chat or Ollama, they don't really have feedback buttons. All the people using all these front-ends, they probably want to give feedback, but there's no way for them to give feedback… So we're just losing all of this feedback. Maybe open source models are being as used as GPT is at this point in like all kinds of, in a very fragmented way, like in aggregate all the open source models together are probably being used as much as GPT is, maybe close to that. But the amount of feedback that is driving back into the open source ecosystem is like negligible, maybe less than 1% of like the usage. So I think like some, like the blueprint here I think is you'd want someone to create a sinkhole for the feedback… I think if we do that, if that actually happens, I think that probably has a real chance of the open source models having a runaway effect against OpenAI, I think like there's a clear chance we can take at truly winning open source.”If you're working on solving open source coordination, please get in touch!Show Notes* Soumith Chintala Twitter* History of PyTorch episode on Gradient Podcast* The Llama Ecosystem* Apple's MLX* Neural ODEs (Ordinary Differential Equations)* AlphaGo* LMSys arena* Dan Pink's "Drive"* Robotics projects:* Dobb-E* OK Robot* Yann LeCun* Yangqing Jia of Lepton AI* Ed Catmull* George Hotz on Latent Space* Chris Lattner on Latent Space* Guillaume Lample* Yannic Kilcher of OpenAssistant* LMSys* Alex Atallah of OpenRouter* Carlo Sferrazza's 3D tactile research* Alex Wiltschko of Osmo* Tangent by Alex Wiltschko* Lerrel Pinto - RoboticsTimestamps* [00:00:00] Introductions* [00:00:51] Extrinsic vs Intrinsic Success* [00:02:40] Importance of Open Source and Its Impact* [00:03:46] PyTorch vs TinyGrad* [00:08:33] Why PyTorch is the Switzerland of frameworks* [00:10:27] Modular's Mojo + PyTorch?* [00:13:32] PyTorch vs Apple's MLX* [00:16:27] FAIR / PyTorch Alumni* [00:18:50] How can AI inference providers differentiate?* [00:21:41] How to build good benchmarks and learnings from AnyScale's* [00:25:28] Most interesting unexplored ideas* [00:28:18] What people get wrong about synthetic data* [00:35:57] Meta AI's evolution* [00:38:42] How do you allocate 600,000 GPUs?* [00:42:05] Even the GPU Rich are GPU Poor* [00:47:31] Meta's MTIA silicon* [00:50:09] Why we need open source* [00:59:00] Open source's coordination problem for feedback gathering* [01:08:59] Beyond text generation* [01:15:37] Osmo and the Future of Smell Recognition TechnologyTranscriptAlessio [00:00:00]: Hey everyone, welcome to the Latent Space podcast. This is Alessio, partner and CTO in residence at Decibel Partners, and I'm joined by my co-host Swyx, founder of Smol AI.Swyx [00:00:15]: Hey, and today we have in the studio Soumith Chintala, welcome.Soumith [00:00:17]: Thanks for having me.Swyx [00:00:18]: On one of your rare visits from New York where you live. You got your start in computer vision at NYU with Yann LeCun. That was a very fortuitous start. I was actually listening to your interview on the Gradient podcast. So if people want to know more about the history of Soumith, history of PyTorch, they can go to that podcast. We won't spend that much time there, but I just was marveling at your luck, or I don't know if it's your luck or your drive to find AI early and then find the right quality mentor because I guess Yan really sort of introduced you to that world.Soumith [00:00:51]: Yeah, I think you're talking about extrinsic success, right? A lot of people just have drive to do things that they think is fun, and a lot of those things might or might not be extrinsically perceived as good and successful. I think I just happened to like something that is now one of the coolest things in the world or whatever. But if I happen, the first thing I tried to become was a 3D VFX artist, and I was really interested in doing that, but I turned out to be very bad at it. So I ended up not doing that further. But even if I was good at that, whatever, and I ended up going down that path, I probably would have been equally happy. It's just like maybe like the perception of, oh, is this person successful or not might be different. I think like after a baseline, like your happiness is probably more correlated with your intrinsic stuff.Swyx [00:01:44]: Yes. I think Dan Pink has this book on drive that I often refer to about the power of intrinsic motivation versus extrinsic and how long extrinsic lasts. It's not very long at all. But anyway, now you are an investor in Runway, so in a way you're working on VFX. Yes.Soumith [00:02:01]: I mean, in a very convoluted way.Swyx [00:02:03]: It reminds me of Ed Catmull. I don't know if you guys know, but he actually tried to become an animator in his early years and failed or didn't get accepted by Disney and then went and created Pixar and then got bought by Disney and created Toy Story. So you joined Facebook in 2014 and eventually became a creator and maintainer of PyTorch. And there's this long story there you can refer to on the gradient. I think maybe people don't know that you also involved in more sort of hardware and cluster decision affair. And we can dive into more details there because we're all about hardware this month. Yeah. And then finally, I don't know what else, like what else should people know about you on a personal side or professional side?Soumith [00:02:40]: I think open source is definitely a big passion of mine and probably forms a little bit of my identity at this point. I'm irrationally interested in open source. I think open source has that fundamental way to distribute opportunity in a way that is very powerful. Like, I grew up in India. I didn't have internet for a while. In college, actually, I didn't have internet except for GPRS or whatever. And knowledge was very centralized, but I saw that evolution of knowledge slowly getting decentralized. And that ended up helping me learn quicker and faster for zero dollars. And I think that was a strong reason why I ended up where I am. So the open source side of things, I always push regardless of what I get paid for, like I think I would do that as a passion project on the side.Swyx [00:03:35]: Yeah, that's wonderful. Well, we'll talk about the challenges as well that open source has, open models versus closed models. Maybe you want to touch a little bit on PyTorch before we move on to the sort of Meta AI in general.PyTorch vs Tinygrad tradeoffsAlessio [00:03:46]: Yeah, we kind of touched on PyTorch in a lot of episodes. So we had George Hotz from TinyGrad. He called PyTorch a CISC and TinyGrad a RISC. I would love to get your thoughts on PyTorch design direction as far as, I know you talk a lot about kind of having a happy path to start with and then making complexity hidden away but then available to the end user. One of the things that George mentioned is I think you have like 250 primitive operators in PyTorch, I think TinyGrad is four. So how do you think about some of the learnings that maybe he's going to run into that you already had in the past seven, eight years almost of running PyTorch?Soumith [00:04:24]: Yeah, I think there's different models here, but I think it's two different models that people generally start with. Either they go like, I have a grand vision and I'm going to build a giant system that achieves this grand vision and maybe one is super feature complete or whatever. Or other people say they will get incrementally ambitious, right? And they say, oh, we'll start with something simple and then we'll slowly layer out complexity in a way that optimally applies Huffman coding or whatever. Like where the density of users are and what they're using, I would want to keep it in the easy, happy path and where the more niche advanced use cases, I'll still want people to try them, but they need to take additional frictional steps. George, I think just like we started with PyTorch, George started with the incrementally ambitious thing. I remember TinyGrad used to be, like we would be limited to a thousand lines of code and I think now it's at 5,000. So I think there is no real magic to which why PyTorch has the kind of complexity. I think it's probably partly necessitated and partly because we built with the technology available under us at that time, PyTorch is like 190,000 lines of code or something at this point. I think if you had to rewrite it, we would probably think about ways to rewrite it in a vastly simplified way for sure. But a lot of that complexity comes from the fact that in a very simple, explainable way, you have memory hierarchies. You have CPU has three levels of caches and then you have DRAM and SSD and then you have network. Similarly, GPU has several levels of memory and then you have different levels of network hierarchies, NVLink plus InfiniBand or Rocky or something like that, right? And the way the flops are available on your hardware, they are available in a certain way and your computation is in a certain way and you have to retrofit your computation onto both the memory hierarchy and like the flops available. When you're doing this, it is actually a fairly hard mathematical problem to do this setup, like you find the optimal thing. And finding the optimal thing is, what is optimal depends on the input variables themselves. So like, okay, what is the shape of your input tensors and what is the operation you're trying to do and various things like that. Finding that optimal configuration and writing it down in code is not the same for every input configuration you have. Like for example, just as the shape of the tensors change, let's say you have three input tensors into a Sparstar product or something like that. The shape of each of these input tensors will vastly change how you do this optimally placing this operation onto the hardware in a way that will get you maximal throughput. So a lot of our complexity comes from writing out hundreds of configurations for each single PyTorch operator and templatizing these things and symbolically generating the final CUDA code or CPU code. There's no way to avoid it because mathematically we haven't found symbolic ways to do this that also keep compile time near zero. You can write a very simple framework, but then you also should be willing to eat the long compile time. So if searching for that optimal performance at runtime, but that's the trade off. There's no, like, I don't think unless we have great breakthroughs George's vision is achievable, he should be thinking about a narrower problem such as I'm only going to make this for work for self-driving car connets or I'm only going to make this work for LLM transformers of the llama style. Like if you start narrowing the problem down, you can make a vastly simpler framework. But if you don't, if you need the generality to power all of the AI research that is happening and keep zero compile time and in all these other factors, I think it's not easy to avoid the complexity.Pytorch vs MojoAlessio [00:08:33]: That's interesting. And we kind of touched on this with Chris Lattner when he was on the podcast. If you think about frameworks, they have the model target. They have the hardware target. They have different things to think about. He mentioned when he was at Google, TensorFlow trying to be optimized to make TPUs go brr, you know, and go as fast. I think George is trying to make especially AMD stack be better than ROCm. How come PyTorch has been such as Switzerland versus just making Meta hardware go brr?Soumith [00:09:00]: First, Meta is not in the business of selling hardware. Meta is not in the business of cloud compute. The way Meta thinks about funding PyTorch is we're funding it because it's net good for Meta to fund PyTorch because PyTorch has become a standard and a big open source project. And generally it gives us a timeline edge. It gives us leverage and all that within our own work. So why is PyTorch more of a Switzerland rather than being opinionated? I think the way we think about it is not in terms of Switzerland or not. We actually the way we articulate it to all hardware vendors and software vendors and all who come to us being we want to build a backend in core for PyTorch and ship it by default is we just only look at our user side of things. Like if users are using a particular piece of hardware, then we want to support it. We very much don't want to king make the hardware side of things. So as the MacBooks have GPUs and as that stuff started getting increasingly interesting, we pushed Apple to push some engineers and work on the NPS support and we spend significant time from Meta funded engineers on that as well because a lot of people are using the Apple GPUs and there's demand. So we kind of mostly look at it from the demand side. We never look at it from like oh which hardware should we start taking opinions on.Swyx [00:10:27]: Is there a future in which, because Mojo or Modular Mojo is kind of a superset of Python, is there a future in which PyTorch might use Mojo features optionally?Soumith [00:10:36]: I think it depends on how well integrated it is into the Python ecosystem. So if Mojo is like a pip install and it's readily available and users feel like they can use Mojo so smoothly within their workflows in a way that just is low friction, we would definitely look into that. Like in the same way PyTorch now depends on Triton, OpenAI Triton, and we never had a conversation that was like huh, that's like a dependency. Should we just build a Triton of our own or should we use Triton? It almost doesn't, like those conversations don't really come up for us. The conversations are more well does Triton have 10,000 dependencies and is it hard to install? We almost don't look at these things from a strategic leverage point of view. We look at these things from a user experience point of view, like is it easy to install? Is it smoothly integrated and does it give enough benefits for us to start depending on it? If so, yeah, we should consider it. That's how we think about it.Swyx [00:11:37]: You're inclusive by default as long as it meets the minimum bar of, yeah, but like maybe I phrased it wrongly. Maybe it's more like what problems would you look to solve that you have right now?Soumith [00:11:48]: I think it depends on what problems Mojo will be useful at.Swyx [00:11:52]: Mainly a performance pitch, some amount of cross compiling pitch.Soumith [00:11:56]: Yeah, I think the performance pitch for Mojo was like, we're going to be performant even if you have a lot of custom stuff, you're going to write arbitrary custom things and we will be performant. And that value proposition is not clear to us from the PyTorch side to consider it for PyTorch. So PyTorch, it's actually not 250 operators, it's like a thousand operators. PyTorch exposes about a thousand operators and people kind of write their ideas in the thousand operators of PyTorch. Mojo is like, well, maybe it's okay to completely sidestep those thousand operators of PyTorch and just write it in a more natural form. Just write raw Python, write for loops or whatever, right? So from the consideration of how do we intersect PyTorch with Mojo, I can see one use case where you have custom stuff for some parts of your program, but mostly it's PyTorch. And so we can probably figure out how to make it easier for say Torch.compile to smoothly also consume Mojo subgraphs and like, you know, the interoperability being actually usable, that I think is valuable. But Mojo as a fundamental front end would be replacing PyTorch, not augmenting PyTorch. So in that sense, I don't see a synergy in more deeply integrating Mojo.Pytorch vs MLXSwyx [00:13:21]: So call out to Mojo whenever they have written something in Mojo and there's some performance related thing going on. And then since you mentioned Apple, what should people think of PyTorch versus MLX?Soumith [00:13:32]: I mean, MLX is early and I know the folks well, Ani used to work at FAIR and I used to chat with him all the time. He used to be based out of New York as well. The way I think about MLX is that MLX is specialized for Apple right now. It has a happy path because it's defined its product in a narrow way. At some point MLX either says we will only be supporting Apple and we will just focus on enabling, you know, there's a framework if you use your MacBook, but once you like go server side or whatever, that's not my problem and I don't care. For MLS, it enters like the server side set of things as well. Like one of these two things will happen, right? If the first thing will happen, like MLX's overall addressable market will be small, but it probably do well within that addressable market. If it enters the second phase, they're going to run into all the same complexities that we have to deal with. They will not have any magic wand and they will have more complex work to do. They probably wouldn't be able to move as fast.Swyx [00:14:44]: Like having to deal with distributed compute?Soumith [00:14:48]: Distributed, NVIDIA and AMD GPUs, like just like having a generalization of the concept of a backend, how they treat compilation with plus overheads. Right now they're deeply assumed like the whole NPS graph thing. So they need to think about all these additional things if they end up expanding onto the server side and they'll probably build something like PyTorch as well, right? Like eventually that's where it will land. And I think there they will kind of fail on the lack of differentiation. Like it wouldn't be obvious to people why they would want to use it.Swyx [00:15:24]: I mean, there are some cloud companies offering M1 and M2 chips on servers. I feel like it might be interesting for Apple to pursue that market, but it's not their core strength.Soumith [00:15:33]: Yeah. If Apple can figure out their interconnect story, maybe, like then it can become a thing.Swyx [00:15:40]: Honestly, that's more interesting than the cars. Yes.Soumith [00:15:43]: I think the moat that NVIDIA has right now, I feel is that they have the interconnect that no one else has, like AMD GPUs are pretty good. I'm sure there's various silicon that is not bad at all, but the interconnect, like NVLink is uniquely awesome. I'm sure the other hardware providers are working on it, but-Swyx [00:16:04]: I feel like when you say it's uniquely awesome, you have some appreciation of it that the rest of us don't. I mean, the rest of us just like, you know, we hear marketing lines, but what do you mean when you say NVIDIA is very good at networking? Obviously they made the acquisition maybe like 15 years ago.Soumith [00:16:15]: Just the bandwidth it offers and the latency it offers. I mean, TPUs also have a good interconnect, but you can't buy them. So you have to go to Google to use it.PyTorch MafiaAlessio [00:16:27]: Who are some of the other FAIR PyTorch alumni that are building cool companies? I know you have Fireworks AI, Lightning AI, Lepton, and Yangqing, you knew since college when he was building Coffee?Soumith [00:16:40]: Yeah, so Yangqing and I used to be framework rivals, PyTorch, I mean, we were all a very small close-knit community back then. Caffe, Torch, Theano, Chainer, Keras, various frameworks. I mean, it used to be more like 20 frameworks. I can't remember all the names. CCV by Liu Liu, who is also based out of SF. And I would actually like, you know, one of the ways it was interesting is you went into the framework guts and saw if someone wrote their own convolution kernel or they were just copying someone else's. There were four or five convolution kernels that were unique and interesting. There was one from this guy out of Russia, I forgot the name, but I remembered who was awesome enough to have written their own kernel. And at some point there, I built out these benchmarks called ConNet benchmarks. They're just benchmarking all the convolution kernels that are available at that time. It hilariously became big enough that at that time AI was getting important, but not important enough that industrial strength players came in to do these kinds of benchmarking and standardization. Like we have MLPerf today. So a lot of the startups were using ConNet benchmarks in their pitch decks as like, oh, you know, on ConNet benchmarks, this is how we fare, so you should fund us. I remember Nirvana actually was at the top of the pack because Scott Gray wrote amazingly fast convolution kernels at that time. Very interesting, but separate times. But to answer your question, Alessio, I think mainly Lepton, Fireworks are the two most obvious ones, but I'm sure the fingerprints are a lot wider. They're just people who worked within the PyTorch Cafe2 cohort of things and now end up at various other places.Swyx [00:18:50]: I think as a, both as an investor and a people looking to build on top of their services, it's a uncomfortable slash like, I don't know what I don't know pitch. Because I've met Yang Tsing and I've met Lin Chao. Yeah, I've met these folks and they're like, you know, we are deep in the PyTorch ecosystem and we serve billions of inferences a day or whatever at Facebook and now we can do it for you. And I'm like, okay, that's great. Like, what should I be wary of or cautious of when these things happen? Because I'm like, obviously this experience is extremely powerful and valuable. I just don't know what I don't know. Like, what should people know about like these sort of new inference as a service companies?Soumith [00:19:32]: I think at that point you would be investing in them for their expertise of one kind. So if they've been at a large company, but they've been doing amazing work, you would be thinking about it as what these people bring to the table is that they're really good at like GPU programming or understanding the complexity of serving models once it hits a certain scale. You know, various expertise like from the infra and AI and GPUs point of view. What you would obviously want to figure out is whether their understanding of the external markets is clear, whether they know and understand how to think about running a business, understanding how to be disciplined about making money or, you know, various things like that.Swyx [00:20:23]: Maybe I'll put it like, actually I will de-emphasize the investing bit and just more as a potential customer. Oh, okay. Like, it's more okay, you know, you have PyTorch gods, of course. Like, what else should I know?Soumith [00:20:37]: I mean, I would not care about who's building something. If I'm trying to be a customer, I would care about whether...Swyx [00:20:44]: Benchmarks.Soumith [00:20:44]: Yeah, I use it and it's usability and reliability and speed, right?Swyx [00:20:51]: Quality as well.Soumith [00:20:51]: Yeah, if someone from some random unknown place came to me and say, user stuff is great. Like, and I have the bandwidth, I probably will give it a shot. And if it turns out to be great, like I'll just use it.Benchmark dramaSwyx [00:21:07]: Okay, great. And then maybe one more thing about benchmarks, since we already brought it up and you brought up Confident Benchmarks. There was some recent drama around AnyScale. AnyScale released their own benchmarks and obviously they look great on their own benchmarks, but maybe didn't give the other... I feel there are two lines of criticism. One, which is they didn't test some apples for apples on the kind of endpoints that the other providers, that they are competitors with, on their benchmarks and that is due diligence baseline. And then the second would be more just optimizing for the right thing. You had some commentary on it. I'll just kind of let you riff.Soumith [00:21:41]: Yeah, I mean, in summary, basically my criticism of that was AnyScale built these benchmarks for end users to just understand what they should pick, right? And that's a very good thing to do. I think what they didn't do a good job of is give that end user a full understanding of what they should pick. Like they just gave them a very narrow slice of understanding. I think they just gave them latency numbers and that's not sufficient, right? You need to understand your total cost of ownership at some reasonable scale. Not oh, one API call is one cent, but a thousand API calls are 10 cents. Like people can misprice to cheat on those benchmarks. So you want to understand, okay, like how much is it going to cost me if I actually subscribe to you and do like a million API calls a month or something? And then you want to understand the latency and reliability, not just from one call you made, but an aggregate of calls you've made over several various times of the day and times of the week. And the nature of the workloads, is it just some generic single paragraph that you're sending that is cashable? Or is it like testing of real world workload? I think that kind of rigor, like in presenting that benchmark wasn't there. It was a much more narrow sliver of what should have been a good benchmark. That was my main criticism. And I'm pretty sure if before they released it, they showed it to their other stakeholders who would be caring about this benchmark because they are present in it, they would have easily just pointed out these gaps. And I think they didn't do that and they just released it. So I think those were the two main criticisms. I think they were fair and Robert took it well.Swyx [00:23:40]: And he took it very well. And we'll have him on at some point and we'll discuss it. But I think it's important for, I think the market being maturing enough that people start caring and competing on these kinds of things means that we need to establish what best practice is because otherwise everyone's going to play dirty.Soumith [00:23:55]: Yeah, absolutely. My view of the LLM inference market in general is that it's the laundromat model. Like the margins are going to drive down towards the bare minimum. It's going to be all kinds of arbitrage between how much you can get the hardware for and then how much you sell the API and how much latency your customers are willing to let go. You need to figure out how to squeeze your margins. Like what is your unique thing here? Like I think Together and Fireworks and all these people are trying to build some faster CUDA kernels and faster, you know, hardware kernels in general. But those modes only last for a month or two. These ideas quickly propagate.Swyx [00:24:38]: Even if they're not published?Soumith [00:24:39]: Even if they're not published, the idea space is small. So even if they're not published, the discovery rate is going to be pretty high. It's not like we're talking about a combinatorial thing that is really large. You're talking about Llama style LLM models. And we're going to beat those to death on a few different hardware SKUs, right? Like it's not even we have a huge diversity of hardware you're going to aim to run it on. Now when you have such a narrow problem and you have a lot of people working on it, the rate at which these ideas are going to get figured out is going to be pretty rapid.Swyx [00:25:15]: Is it a standard bag of tricks? Like the standard one that I know of is, you know, fusing operators and-Soumith [00:25:22]: Yeah, it's the standard bag of tricks on figuring out how to improve your memory bandwidth and all that, yeah.Alessio [00:25:28]: Any ideas instead of things that are not being beaten to death that people should be paying more attention to?Novel PyTorch ApplicationsSwyx [00:25:34]: One thing I was like, you know, you have a thousand operators, right? Like what's the most interesting usage of PyTorch that you're seeing maybe outside of this little bubble?Soumith [00:25:41]: So PyTorch, it's very interesting and scary at the same time, but basically it's used in a lot of exotic ways, like from the ML angle, what kind of models are being built? And you get all the way from state-based models and all of these things to stuff nth order differentiable models, like neural ODEs and stuff like that. I think there's one set of interestingness factor from the ML side of things. And then there's the other set of interesting factor from the applications point of view. It's used in Mars Rover simulations, to drug discovery, to Tesla cars. And there's a huge diversity of applications in which it is used. So in terms of the most interesting application side of things, I think I'm scared at how many interesting things that are also very critical and really important it is used in. I think the scariest was when I went to visit CERN at some point and they said they were using PyTorch and they were using GANs at the same time for particle physics research. And I was scared more about the fact that they were using GANs than they were using PyTorch, because at that time I was a researcher focusing on GANs. But the diversity is probably the most interesting. How many different things it is being used in. I think that's the most interesting to me from the applications perspective. From the models perspective, I think I've seen a lot of them. Like the really interesting ones to me are where we're starting to combine search and symbolic stuff with differentiable models, like the whole AlphaGo style models is one example. And then I think we're attempting to do it for LLMs as well, with various reward models and search. I mean, I don't think PyTorch is being used in this, but the whole alpha geometry thing was interesting because again, it's an example of combining the symbolic models with the gradient based ones. But there are stuff like alpha geometry that PyTorch is used at, especially when you intersect biology and chemistry with ML. In those areas, you want stronger guarantees on the output. So yeah, maybe from the ML side, those things to me are very interesting right now.Swyx [00:28:03]: Yeah. People are very excited about the alpha geometry thing. And it's kind of like, for me, it's theoretical. It's great. You can solve some Olympia questions. I'm not sure how to make that bridge over into the real world applications, but I'm sure people smarter than me will figure it out.Synthetic Data vs Symbolic ModelsSoumith [00:28:18]: Let me give you an example of it. You know how the whole thing about synthetic data will be the next rage in LLMs is a thing?Swyx [00:28:27]: Already is a rage.Soumith [00:28:28]: Which I think is fairly misplaced in how people perceive it. People think synthetic data is some kind of magic wand that you wave and it's going to be amazing. Synthetic data is useful in neural networks right now because we as humans have figured out a bunch of symbolic models of the world or made up certain symbolic models because of human innate biases. So we've figured out how to ground particle physics in a 30 parameter model. And it's just very hard to compute as in it takes a lot of flops to compute, but it only has 30 parameters or so. I mean, I'm not a physics expert, but it's a very low rank model. We built mathematics as a field that basically is very low rank. Language, a deep understanding of language, like the whole syntactic parse trees and just understanding how language can be broken down and into a formal symbolism is something that we figured out. So we basically as humans have accumulated all this knowledge on these subjects, either synthetic, we created those subjects in our heads, or we grounded some real world phenomenon into a set of symbols. But we haven't figured out how to teach neural networks symbolic world models directly. The only way we have to teach them is generating a bunch of inputs and outputs and gradient dissenting over them. So in areas where we have the symbolic models and we need to teach all the knowledge we have that is better encoded in the symbolic models, what we're doing is we're generating a bunch of synthetic data, a bunch of input output pairs, and then giving that to the neural network and asking it to learn the same thing that we already have a better low rank model of in gradient descent in a much more over-parameterized way. Outside of this, like where we don't have good symbolic models, like synthetic data obviously doesn't make any sense. So synthetic data is not a magic wand where it'll work in all cases in every case or whatever. It's just where we as humans already have good symbolic models off. We need to impart that knowledge to neural networks and we figured out the synthetic data is a vehicle to impart this knowledge to. So, but people, because maybe they don't know enough about synthetic data as a notion, but they hear, you know, the next wave of data revolution is synthetic data. They think it's some kind of magic where we just create a bunch of random data somehow. They don't think about how, and then they think that's just a revolution. And I think that's maybe a gap in understanding most people have in this hype cycle.Swyx [00:31:23]: Yeah, well, it's a relatively new concept, so. Oh, there's two more that I'll put in front of you and then you can see what you respond. One is, you know, I have this joke that it's, you know, it's only synthetic data if it's from the Mistral region of France, otherwise it's just a sparkling distillation, which is what news research is doing. Like they're distilling GPT-4 by creating synthetic data from GPT-4, creating mock textbooks inspired by Phi 2 and then fine tuning open source models like Llama. And so I don't know, I mean, I think that's, should we call that synthetic data? Should we call it something else? I don't know.Soumith [00:31:57]: Yeah, I mean, the outputs of LLMs, are they synthetic data? They probably are, but I think it depends on the goal you have. If your goal is you're creating synthetic data with the goal of trying to distill GPT-4's superiority into another model, I guess you can call it synthetic data, but it also feels like disingenuous because your goal is I need to copy the behavior of GPT-4 and-Swyx [00:32:25]: It's also not just behavior, but data set. So I've often thought of this as data set washing. Like you need one model at the top of the chain, you know, unnamed French company that has that, you know, makes a model that has all the data in it that we don't know where it's from, but it's open source, hey, and then we distill from that and it's great. To be fair, they also use larger models as judges for preference ranking, right? So that is, I think, a very, very accepted use of synthetic.Soumith [00:32:53]: Correct. I think it's a very interesting time where we don't really have good social models of what is acceptable depending on how many bits of information you use from someone else, right? It's like, okay, you use one bit. Is that okay? Yeah, let's accept it to be okay. Okay, what about if you use 20 bits? Is that okay? I don't know. What if you use 200 bits? I don't think we as society have ever been in this conundrum where we have to be like, where is the boundary of copyright or where is the boundary of socially accepted understanding of copying someone else? We haven't been tested this mathematically before,Swyx [00:33:38]: in my opinion. Whether it's transformative use. Yes. So yeah, I think this New York Times opening eye case is gonna go to the Supreme Court and we'll have to decide it because I think we never had to deal with it before. And then finally, for synthetic data, the thing that I'm personally exploring is solving this great stark paradigm difference between rag and fine tuning, where you can kind of create synthetic data off of your retrieved documents and then fine tune on that. That's kind of synthetic. All you need is variation or diversity of samples for you to fine tune on. And then you can fine tune new knowledge into your model. I don't know if you've seen that as a direction for synthetic data.Soumith [00:34:13]: I think you're basically trying to, what you're doing is you're saying, well, language, I know how to parametrize language to an extent. And I need to teach my model variations of this input data so that it's resilient or invariant to language uses of that data.Swyx [00:34:32]: Yeah, it doesn't overfit on the wrong source documents.Soumith [00:34:33]: So I think that's 100% synthetic. You understand, the key is you create variations of your documents and you know how to do that because you have a symbolic model or like some implicit symbolic model of language.Swyx [00:34:48]: Okay.Alessio [00:34:49]: Do you think the issue with symbolic models is just the architecture of the language models that we're building? I think maybe the thing that people grasp is the inability of transformers to deal with numbers because of the tokenizer. Is it a fundamental issue there too? And do you see alternative architectures that will be better with symbolic understanding?Soumith [00:35:09]: I am not sure if it's a fundamental issue or not. I think we just don't understand transformers enough. I don't even mean transformers as an architecture. I mean the use of transformers today, like combining the tokenizer and transformers and the dynamics of training, when you show math heavy questions versus not. I don't have a good calibration of whether I know the answer or not. I, you know, there's common criticisms that are, you know, transformers will just fail at X. But then when you scale them up to sufficient scale, they actually don't fail at that X. I think there's this entire subfield where they're trying to figure out these answers called like the science of deep learning or something. So we'll get to know more. I don't know the answer.Meta AI and Llama 2/3Swyx [00:35:57]: Got it. Let's touch a little bit on just Meta AI and you know, stuff that's going on there. Maybe, I don't know how deeply you're personally involved in it, but you're our first guest with Meta AI, which is really fantastic. And Llama 1 was, you know, you are such a believer in open source. Llama 1 was more or less the real breakthrough in open source AI. The most interesting thing for us covering on this, in this podcast was the death of Chinchilla, as people say. Any interesting insights there around the scaling models for open source models or smaller models or whatever that design decision was when you guys were doing it?Soumith [00:36:31]: So Llama 1 was Guillaume Lample and team. There was OPT before, which I think I'm also very proud of because we bridged the gap in understanding of how complex it is to train these models to the world. Like until then, no one really in gory detail published.Swyx [00:36:50]: The logs.Soumith [00:36:51]: Yeah. Like, why is it complex? And everyone says, oh, it's complex. But no one really talked about why it's complex. I think OPT was cool.Swyx [00:37:02]: I met Susan and she's very, very outspoken. Yeah.Soumith [00:37:05]: We probably, I think, didn't train it for long enough, right? That's kind of obvious in retrospect.Swyx [00:37:12]: For a 175B. Yeah. You trained it according to Chinchilla at the time or?Soumith [00:37:17]: I can't remember the details, but I think it's a commonly held belief at this point that if we trained OPT longer, it would actually end up being better. Llama 1, I think, was Guillaume Lample and team Guillaume is fantastic and went on to build Mistral. I wasn't too involved in that side of things. So I don't know what you're asking me, which is how did they think about scaling loss and all of that? Llama 2, I was more closely involved in. I helped them a reasonable amount with their infrastructure needs and stuff. And Llama 2, I think, was more like, let's get to the evolution. At that point, we kind of understood what we were missing from the industry's understanding of LLMs. And we needed more data and we needed more to train the models for longer. And we made, I think, a few tweaks to the architecture and we scaled up more. And that was Llama 2. I think Llama 2, you can think of it as after Guillaume left, the team kind of rebuilt their muscle around Llama 2. And Hugo, I think, who's the first author is fantastic. And I think he did play a reasonable big role in Llama 1 as well.Soumith [00:38:35]: And he overlaps between Llama 1 and 2. So in Llama 3, obviously, hopefully, it'll be awesome.Alessio [00:38:42]: Just one question on Llama 2, and then we'll try and fish Llama 3 spoilers out of you. In the Llama 2 paper, the loss curves of the 34 and 70B parameter, they still seem kind of steep. Like they could go lower. How, from an infrastructure level, how do you allocate resources? Could they have just gone longer or were you just, hey, this is all the GPUs that we can burn and let's just move on to Llama 3 and then make that one better?Soumith [00:39:07]: Instead of answering specifically about that Llama 2 situation or whatever, I'll tell you how we think about things. Generally, we're, I mean, Mark really is some numbers, right?Swyx [00:39:20]: So let's cite those things again. All I remember is like 600K GPUs.Soumith [00:39:24]: That is by the end of this year and 600K H100 equivalents. With 250K H100s, including all of our other GPU or accelerator stuff, it would be 600-and-something-K aggregate capacity.Swyx [00:39:38]: That's a lot of GPUs.Soumith [00:39:39]: We'll talk about that separately. But the way we think about it is we have a train of models, right? Llama 1, 2, 3, 4. And we have a bunch of GPUs. I don't think we're short of GPUs. Like-Swyx [00:39:54]: Yeah, no, I wouldn't say so. Yeah, so it's all a matter of time.Soumith [00:39:56]: I think time is the biggest bottleneck. It's like, when do you stop training the previous one and when do you start training the next one? And how do you make those decisions? The data, do you have net new data, better clean data for the next one in a way that it's not worth really focusing on the previous one? It's just a standard iterative product. You're like, when is the iPhone 1? When do you start working on iPhone 2? Where is the iPhone? And so on, right? So mostly the considerations are time and generation, rather than GPUs, in my opinion.Alessio [00:40:31]: So one of the things with the scaling loss, like Chinchilla is optimal to balance training and inference costs. I think at Meta's scale, you would rather pay a lot more maybe at training and then save on inference. How do you think about that from infrastructure perspective? I think in your tweet, you say you can try and guess on like how we're using these GPUs. Can you just give people a bit of understanding? It's like, because I've already seen a lot of VCs say, Llama 3 has been trained on 600,000 GPUs and that's obviously not true, I'm sure. How do you allocate between the research, FAIR and the Llama training, the inference on Instagram suggestions that get me to scroll, like AI-generated stickers on WhatsApp and all of that?Soumith [00:41:11]: Yeah, we haven't talked about any of this publicly, but as a broad stroke, it's like how we would allocate resources of any other kinds at any company. You run a VC portfolio, how do you allocate your investments between different companies or whatever? You kind of make various trade-offs and you kind of decide, should I invest in this project or this other project, or how much should I invest in this project? It's very much a zero sum of trade-offs. And it also comes into play, how are your clusters configured, like overall, what you can fit of what size and what cluster and so on. So broadly, there's no magic sauce here. I mean, I think the details would add more spice, but also wouldn't add more understanding. It's just gonna be like, oh, okay, I mean, this looks like they just think about this as I would normally do.Alessio [00:42:05]: So even the GPU rich run through the same struggles of having to decide where to allocate things.Soumith [00:42:11]: Yeah, I mean, at some point I forgot who said it, but you kind of fit your models to the amount of compute you have. If you don't have enough compute, you figure out how to make do with smaller models. But no one as of today, I think would feel like they have enough compute. I don't think I've heard any company within the AI space be like, oh yeah, like we feel like we have sufficient compute and we couldn't have done better. So that conversation, I don't think I've heard from any of my friends at other companies.EleutherSwyx [00:42:47]: Stella from Eleuther sometimes says that because she has a lot of donated compute. She's trying to put it to interesting uses, but for some reason she's decided to stop making large models.Soumith [00:42:57]: I mean, that's a cool, high conviction opinion that might pay out.Swyx [00:43:01]: Why?Soumith [00:43:02]: I mean, she's taking a path that most people don't care to take about in this climate and she probably will have very differentiated ideas. I mean, think about the correlation of ideas in AI right now. It's so bad, right? So everyone's fighting for the same pie. In some weird sense, that's partly why I don't really directly work on LLMs. I used to do image models and stuff and I actually stopped doing GANs because GANs were getting so hot that I didn't have any calibration of whether my work would be useful or not because, oh yeah, someone else did the same thing you did. It's like, there's so much to do, I don't understand why I need to fight for the same pie. So I think Stella's decision is very smart.Making BetsAlessio [00:43:53]: And how do you reconcile that with how we started the discussion about intrinsic versus extrinsic kind of like accomplishment or success? How should people think about that especially when they're doing a PhD or early in their career? I think in Europe, I walked through a lot of the posters and whatnot, there seems to be mode collapse in a way in the research, a lot of people working on the same things. Is it worth for a PhD to not take a bet on something that is maybe not as interesting just because of funding and visibility and whatnot? Or yeah, what suggestions would you give?Soumith [00:44:28]: I think there's a baseline level of compatibility you need to have with the field. Basically, you need to figure out if you will get paid enough to eat, right? Like whatever reasonable normal lifestyle you want to have as a baseline. So you at least have to pick a problem within the neighborhood of fundable. Like you wouldn't wanna be doing something so obscure that people are like, I don't know, like you can work on it.Swyx [00:44:59]: Would a limit on fundability, I'm just observing something like three months of compute, right? That's the top line, that's the like max that you can spend on any one project.Soumith [00:45:09]: But like, I think that's very ill specified, like how much compute, right? I think that the notion of fundability is broader. It's more like, hey, are these family of models within the acceptable set of, you're not crazy or something, right? Even something like neural or DS, which is a very boundary pushing thing or states-based models or whatever. Like all of these things I think are still in fundable territory. When you're talking about, I'm gonna do one of the neuromorphic models and then apply image classification to them or something, then it becomes a bit questionable. Again, it depends on your motivation. Maybe if you're a neuroscientist, it actually is feasible. But if you're an AI engineer, like the audience of these podcasts, then it's more questionable. The way I think about it is, you need to figure out how you can be in the baseline level of fundability just so that you can just live. And then after that, really focus on intrinsic motivation and depends on your strengths, like how you can play to your strengths and your interests at the same time. Like I try to look at a bunch of ideas that are interesting to me, but also try to play to my strengths. I'm not gonna go work on theoretical ML. I'm interested in it, but when I want to work on something like that, I try to partner with someone who is actually a good theoretical ML person and see if I actually have any value to provide. And if they think I do, then I come in. So I think you'd want to find that intersection of ideas you like, and that also play to your strengths. And I'd go from there. Everything else, like actually finding extrinsic success and all of that, I think is the way I think about it is like somewhat immaterial. When you're talking about building ecosystems and stuff, slightly different considerations come into play, but that's a different conversation.Swyx [00:47:06]: We're gonna pivot a little bit to just talking about open source AI. But one more thing I wanted to establish for Meta is this 600K number, just kind of rounding out the discussion, that's for all Meta. So including your own inference needs, right? It's not just about training.Soumith [00:47:19]: It's gonna be the number in our data centers for all of Meta, yeah.Swyx [00:47:23]: Yeah, so there's a decent amount of workload serving Facebook and Instagram and whatever. And then is there interest in like your own hardware?MTIASoumith [00:47:31]: We already talked about our own hardware. It's called MTIA. Our own silicon, I think we've even showed the standard photograph of you holding the chip that doesn't work. Like as in the chip that you basically just get like-Swyx [00:47:51]: As a test, right?Soumith [00:47:52]: Yeah, a test chip or whatever. So we are working on our silicon and we'll probably talk more about it when the time is right, but-Swyx [00:48:00]: Like what gaps do you have that the market doesn't offer?Soumith [00:48:04]: Okay, I mean, this is easy to answer. So basically, remember how I told you about there's this memory hierarchy and like sweet spots and all of that? Fundamentally, when you build a hardware, you make it general enough that a wide set of customers and a wide set of workloads can use it effectively while trying to get the maximum level of performance they can. The more specialized you make the chip, the more hardware efficient it's going to be, the more power efficient it's gonna be, the more easier it's going to be to find the software, like the kernel's right to just map that one or two workloads to that hardware and so on. So it's pretty well understood across the industry that if you have a sufficiently large volume, enough workload, you can specialize it and get some efficiency gains, like power gains and so on. So the way you can think about everyone building, every large company building silicon, I think a bunch of the other large companies are building their own silicon as well, is they, each large company has a sufficient enough set of verticalized workloads that can be specialized that have a pattern to them that say a more generic accelerator like an NVIDIA or an AMD GPU does not exploit. So there is some level of power efficiency that you're leaving on the table by not exploiting that. And you have sufficient scale and you have sufficient forecasted stability that those workloads will exist in the same form, that it's worth spending the time to build out a chip to exploit that sweet spot. Like obviously something like this is only useful if you hit a certain scale and that your forecasted prediction of those kind of workloads being in the same kind of specializable exploitable way is true. So yeah, that's why we're building our own chips.Swyx [00:50:08]: Awesome.Open Source AIAlessio [00:50:09]: Yeah, I know we've been talking a lot on a lot of different topics and going back to open source, you had a very good tweet. You said that a single company's closed source effort rate limits against people's imaginations and needs. How do you think about all the impact that some of the Meta AI work in open source has been doing and maybe directions of the whole open source AI space?Soumith [00:50:32]: Yeah, in general, I think first, I think it's worth talking about this in terms of open and not just open source, because like with the whole notion of model weights, no one even knows what source means for these things. But just for the discussion, when I say open source, you can assume it's just I'm talking about open. And then there's the whole notion of licensing and all that, commercial, non-commercial, commercial with clauses and all that. I think at a fundamental level, the most benefited value of open source is that you make the distribution to be very wide. It's just available with no friction and people can do transformative things in a way that's very accessible. Maybe it's open source, but it has a commercial license and I'm a student in India. I don't care about the license. I just don't even understand the license. But like the fact that I can use it and do something with it is very transformative to me. Like I got this thing in a very accessible way. And then it's various degrees, right? And then if it's open source, but it's actually a commercial license, then a lot of companies are gonna benefit from gaining value that they didn't previously have, that they maybe had to pay a closed source company for it. So open source is just a very interesting tool that you can use in various ways. So there's, again, two kinds of open source. One is some large company doing a lot of work and then open sourcing it. And that kind of effort is not really feasible by say a band of volunteers doing it the same way. So there's both a capital and operational expenditure that the large company just decided to ignore and give it away to the world for some benefits of some kind. They're not as tangible as direct revenue. So in that part, Meta has been doing incredibly good things. They fund a huge amount of the PyTorch development. They've open sourced Llama and those family of models and several other fairly transformative projects. FICE is one, Segment Anything, Detectron, Detectron 2. Dense Pose. I mean, it's-Swyx [00:52:52]: Seamless. Yeah, seamless.Soumith [00:52:53]: Like it's just the list is so long that we're not gonna cover. So I think Meta comes into that category where we spend a lot of CapEx and OpEx and we have a high talent density of great AI people and we open our stuff. And the thesis for that, I remember when FAIR was started, the common thing was like, wait, why would Meta wanna start a open AI lab? Like what exactly is a benefit from a commercial perspective? And for then the thesis was very simple. It was AI is currently rate limiting Meta's ability to do things. Our ability to build various product integrations, moderation, various other factors. Like AI was the limiting factor and we just wanted AI to advance more and we didn't care if the IP of the AI was uniquely in our possession or not. However the field advances, that accelerates Meta's ability to build a better product. So we just built an open AI lab and we said, if this helps accelerate the progress of AI, that's strictly great for us. But very easy, rational, right? Still the same to a large extent with the Llama stuff. And it's the same values, but the argument, it's a bit more nuanced. And then there's a second kind of open source, which is, oh, we built this project, nights and weekends and we're very smart people and we open sourced it and then we built a community around it. This is the Linux kernel and various software projects like that. So I think about open source, like both of these things being beneficial and both of these things being different. They're different and beneficial in their own ways. The second one is really useful when there's an active arbitrage to be done. If someone's not really looking at a particular space because it's not commercially viable or whatever, like a band of volunteers can just coordinate online and do something and then make that happen. And that's great.Open Source LLMsI wanna cover a little bit about open source LLMs maybe. So open source LLMs have been very interesting because I think we were trending towards an increase in open source in AI from 2010 all the way to 2017 or something. Like where more and more pressure within the community was to open source their stuff so that their methods and stuff get adopted. And then the LLMs revolution kind of took the opposite effect OpenAI stopped open sourcing their stuff and DeepMind kind of didn't, like all the other cloud and all these other providers, they didn't open source their stuff. And it was not good in the sense that first science done in isolation probably will just form its own bubble where people believe their own b******t or whatever. So there's that problem. And then there was the other problem which was the accessibility part. Like, okay, I again always go back to I'm a student in India with no money. What is my accessibility to any of these closers models? At some scale I have to pay money. That makes it a non-starter and stuff. And there's also the control thing. I strongly believe if you want human aligned stuff, you want all humans to give feedback. And you want all humans to have access to that technology in the first place. And I actually have seen, living in New York, whenever I come to Silicon Valley, I see a different cultural bubble. Like all the friends I hang out with talk about some random thing like Dyson Spheres or whatever, that's a thing. And most of the world doesn't know or care about any of this stuff. It's definitely a bubble and bubbles can form very easily. And when you make a lot of decisions because you're in a bubble, they're probably not globally optimal decisions. So I think open source, the distribution of open source powers a certain kind of non-falsifiability that I think is very important. I think on the open source models, like it's going great in the fact that LoRa I think came out of the necessity of open source models needing to be fine-tunable in some way. Yeah, and I think DPO also came out of the academic open source side of things. So do any of the closed source labs, did any of them already have LoRa or DPO internally? Maybe, but that does not advance humanity in any way. It advances some companies probability of doing the winner takes all that I talked about earlier in the podcast.Open Source and TrustI don't know, it just feels fundamentally good. Like when people try to, you know, people are like, well, what are the ways in which it is not okay? I find most of these arguments, and this might be a little controversial, but I find a lot of arguments based on whether closed source models are safer or open source models are safer very much related to what kind of culture they grew up in, what kind of society they grew up in. If they grew up in a society that they trusted, then I think they take the closed source argument. And if they grew up in a society that they couldn't trust, where the norm was that you didn't trust your government, obviously it's corrupt or whatever, then I think the open source argument is what they take. I think there's a deep connection to like people's innate biases from their childhood and their trust in society and governmental aspects that push them towards one opinion or the other. And I'm definitely in the camp of open source is definitely going to actually have better outcomes for society. Closed source to me just means that centralization of power, which, you know, is really hard to trust. So I think it's going well

Welcome to The Nonlinear Library, where we use Text-to-Speech software to convert the best writing from the Rationalist and EA communities into audio. This is: Research Post: Tasks That Language Models Don't Learn, published by Bruce W. Lee on February 23, 2024 on LessWrong. Abstract We argue that there are certain properties of language that our current large language models (LLMs) don't learn. We present an empirical investigation of visual-auditory properties of language through a series of tasks, termed H-Test. This benchmark highlights a fundamental gap between human linguistic comprehension, which naturally integrates sensory experiences, and the sensory-deprived processing capabilities of LLMs. In support of our hypothesis, 1. deliberate reasoning (Chain-of-Thought), 2. few-shot examples, or 3. stronger LLM from the same model family (LLaMA 2 13B -> LLaMA 2 70B) do not trivially bring improvements in H-Test performance. Therefore, we make a particular connection to the philosophical case of Mary, who learns about the world in a sensory-deprived environment. Our experiments show that some of the strongest proprietary LLMs stay near random chance baseline accuracy of 50%, highlighting the limitations of knowledge acquired in the absence of sensory experience. Key Findings on H-Test 1. Insignificant Intra-Family Improvements. A stronger model in the same model family often does not bring meaningful improvement in H-Test performance. 2. Number of Examples Has Minimal Impact. The number of examples given neither increases nor decreases performance significantly, strongly hinting that the LLM is simply not learning from H-Test few-shot examples. 3. Deliberate Reasoning (CoT) Often Decreases Performance. If LLMs benefit from such logical, step-by-step semantic reasoning on the H-Test, this can also imply that H-Test is fundamentally solvable by developing stronger language-only models. But CoT decreases performances in general. 4. Training with more orthography-specific language data does not improve H-Test. We produced 1000 training instances per task in H-Test and fine-tuned gpt-3.5-turbo-0613 ten different times accordingly. After training for three epochs on each task, we evaluated them on H-Test at k = 50 and observed that no significant performance improvement was achieved. 5. Multi-modality does not automatically improve H-Test performance. At the time of writing, LLaVA V1.6 34B is the strongest open-source multi-modal model available. Despite the addition of visual modality, we observe that simply incorporating visual data into the training does not result in a straightforward improvement in H-Test performance. 6 (Important). But the H-Test is solvable, we just don't know how. In our paper, we have reported the seemingly unexplainable (jumping) performance improvement on H-Test from GPT-3.5 to GPT-4. This result is important as it shows that H-Test is indeed solvable (by a GPT-4-level system), but not through conventionally discussed language-only modeling techniques. Acknowledgments and Links I was inspired to do this research due to examples cases given in @Owain_Evans track application for the Constellation Fellowship. This research is not financially supported by a university lab, and Walnut Research is an independent research organization that runs on personal funding from myself and a few of my friends. ArXiv: https://arxiv.org/abs/2402.11349 GitHub: https://github.com/brucewlee/H-Test Twitter: https://x.com/BruceWLee1/status/1760736653747081681?s=20 Thanks for listening. To help us out with The Nonlinear Library or to learn more, please visit nonlinear.org

Mike has an intense encounter with a mysterious cosplayer.by AlexRaistov, Listen to the Podcast at Steamy Stories. The con has been fairly packed this year. And now that they're getting some big name guests, like Doctor Who's Matt Smith and Alex Kingston are here. I think it's going to give Fan Expo Boston a run for its money. Hell, maybe even New York ComiCon. I think the fact that the convention center is connected to the hotel is a huge advantage.The contest was at 2pm this afternoon, so I wanted to head over and register early. Making my way through the crowds, I got stopped a couple of times to do the “Gaston Pose” with the Wolverine claws popped out. There was even a couple dressed as Beauty and the Beast, so we got a couple of pics together. I'll text them to you later.Needless to say I got there later than I expected, so I was second to last in line. But it was fine because while I was waiting my turn to go up on stage, I found myself chatting with a dude from New York who was up with his buddy for the weekend. The guy was dressed as mashup of Deadpool and Eleven from Stranger Things. It was hysterical: a full Deadpool costume but with a blonde wig and dress.We got to talking about the con and cosplaying and after a few minutes he said with a chuckle, “Dude, be careful. I think the local law enforcement is checking you out.”I gave him a strange look because I had no fucking clue what he was talking about. He motioned with his head and I turned around.So picture this: two girls, both in variations of the ‘Slave Leia' bikini from ‘Return of the Jedi.' One girl's costume was all white and she was wearing a Stormtrooper helmet. The other was in all black, wearing a Darth Vader mask and a flowing cape.And holy shit their bodies were fucking amazing. You know I've always been a boob man. Both girls were easily 32-34B and their brassieres were doing a wonderful job of highlighting their fantastic assets. Both of them had stunning hourglass figures. When ‘Madame Vader' turned and leaned in to say something to her Stormtrooper, it was pretty clear by the amount of skin she was showing, there was most likely nothing under the long black loincloth.I watched as the Stormtrooper nodded to something ‘Madame Vader' said. At this point I didn't know what else to call her. She then lifted her prop gun and started walking in our direction.“You're in for it now man,” said Eleven Deadpool.The sexy Stormtrooper came right up to me and pointed her weapon.“You. Rebel Scum,” she barked, “You're to come with me immediately.”I raised my eyebrow, my cigar jammed firmly in my teeth. I figured what the hell, if we were gonna do this, have fun with it. “Rebel scum?” I growled, “Sweetheart, do I look like rebel scum to you?”The trooper pressed the nozzle of her weapon into my chest. “Now.”I glanced over to Eleven Deadpool who shrugged, “Don't look at me man. I'm a mercenary, remember?”I leaned in towards the Stormtrooper and grunted, “You know, no one fights like Gaston. And with these claws I bet it would be an interesting fight. But okay, I'm game.”As I stepped away from the line, I heard my new friend shout, “Vaya Con Dios, my son! Go with God.”The Stormtrooper led me over to ‘Madame Vader' who had her hands on her curvy hips. I also got a chance to admire her thigh-high black boots, laced up the front with buckles going up the sides. She had a black belt around her waist which hung a light saber hilt. As I got closer and saw a tan line on her exposed hip, I was convinced more than ever that she was wearing nothing underneath.'Madame Vader' looked at me from head to toe.“Something I can do for you?” I said in my best Hugh Jackman voice.For a moment she stood there silently. I almost expected to hear the raspy Vader breathing.“You!” she said finally in a commanding but very sultry voice, “will follow me. There will be no questions. Is that understood?”So okay, you know I don't like games or bullshit or anything like that. But there was something about this situation…I'm just gonna say it: I got rock hard. I swore my dick was going to explode out of my pants.Again, I can practically hear you laughing. But we've always been pretty open about this kind of shit, so obviously I'm not going to stop now.Anyway, I rubbed my scruffy chin, (careful not to poke myself with my claws, and took the cigar out of my mouth.“You're Jedi mind tricks ain't working here, sister,” I snarled, “But I'll play along for now.”Without another word, she turned, her cloak sweeping behind her. I felt a poke in my back: the Stormtrooper was nudging me to start moving.I followed 'Madame Vader' around a large curtain that led to behind the stage. From there we walked to a set of doors that led to a maintenance corridor. Now I'm not going to lie, this was all starting to make me a little bit nervous. Sexy as these two were, I had no idea who they were, what they looked like under their helmets or what was really going on. I was just about to say enough is enough and head back into the main convention floor when we stopped in front of another door marked “storage.”'Madame Vader' reached down with one of her gloved hands and pulled down on the handle, opening the door.“Inside,” she commanded. I looked at her and the Stormtrooper, who appeared to be setting up for guard duty. I shrugged and stepped inside.The room was full of stacked chairs and folding tables. One table was set up with a few chairs around it. There were some papers on top of it. My guess is some of the Con organizers had probably used this room for planning the floor layout.The door closed and it was just me and 'Madame Vader' in the room. As she walked past me, her hands lifted up and unlocked the chain holding her cape together. She let it drop to the floor.With the cloak gone, I was able to get a better look at her body. The thin straps of her black brassiere didn't fully cover her tan lines, so I could tell she definitely enjoyed spending time in the sun. She was also more toned than I realized, though her hips still had a very lovely curve to them. Sure enough, the rear loincloth, which had up until now been hidden by her cape, was a little bit narrower than the front one, and her amazing ass, cheeks were poking out ever so slightly on either side.With her still to me, she turned her masked head slightly.“I understand no one fights like Gaston,” she said, continuing with a deep, ominous voice.“So I hear,” I replied gruffly.“I wonder,” she said with a dramatic pause, “if no one fucks like Gaston?”Now you know it takes a hell of a lot to throw me for a loop and leave me speechless. But there I was, eyes wide and my mouth partially open in shock.'Madame Vader' removed her gloves, revealing black nail polish on perfectly manicured fingers.“No response?” she mused, “Well perhaps not in words. But other parts of you appear to,” she pointed at my bulging crotch, “be speaking for themselves.”Now let me just remind you, she was still wearing that fucking helmet. I literally had no idea who this person was.And, God help me, I was turned on like never before.She walked over and sat on the edge of the folding table, her legs spread and the black loincloth falling between them. Slowly she lifted the cloth to the side, confirming what I had all but surmised from the minute I saw her.Her bare pussy was now right there for me to see. Her puffy pink lips were wide open, glistening and extremely inviting.“This is fucking crazy.” I said aloud.“The door is right behind you,” 'Madame Vader' replied nonchalantly, “My guard is only outside to ensure we are not disturbed. If you wish to leave you can at any time.”She reached down between her legs and spread her pussy lips wider while her fingers began to explore her tantalizing, wet hole.“Alternatively, you could come over here, eat me out and then bend me over this table and fuck me from behind.”So again, you know it takes a lot to stun me. And believe me, I was stunned.But I'm also not fucking stupid.I removed my gloves with the Wolverine claws built in and set them on the closest chair next to me. I then made my way over to the table and sank to my knees in front of 'Madame Vader.'I inhaled the wonderful, sweet musky smell that was coming from her pussy. I was just about to dive in when I stopped and looked up at her, “I don't suppose you're taking that off, are you?”“Are you going to ask questions that you already know the answer to, or are you going to begin,” she said ominously.I shook my head, “No ma'am.” I replied and dove into her beautiful, wet slit.I let my tongue casually explore her red pussy lips, enjoying the sweet and savory flavor. There was an aching moan from under the mask.“More,” she whimpered, dropping the authoritative tone in her voice.My tongue began to flick up and down quickly. Her hands slammed down and gripped the edge of the table as she began to grind her pelvis in my face.I brought my hand up to my mouth and paused my licking just briefly to lick my thumb. As I resumed, I let my thumb slip into the upper folds of her slit, searching for her clit. It wasn't hard to find – it was like a small cherry pit, hard and inviting. Her breaths came shallow and for a moment I wondered if she was going to pass out under the helmet.“Please,” she begged without the slightest hint of any of her former bravado, “Oh God, I'm so close.”My thumb kept playing with her pulsing button as I licked feverishly. After several more seconds I withdrew my thumb and attacked her clit directly with my tongue.That was the right move to push her right over the edge.“Oh my god oh my god oh my God,” she cried under her mask, “I'm coming. Oh Jesus yes! Yes!”Her body convulsed and contorted as my face was showered by her intense orgasm. I kept lapping though, enjoying the sweet juices slicking her thighs and my face.Slowly, her tremors began to subside as she leaned back onto her elbows on the table.I stood up over her. “Are you sure you don't want to take that mask off?” I asked, genuinely concerned.“I,” she stammered, still slightly out of breath, “I like it this way.”She shifted forward off the table and stood in front of me.“And now,” she said, trying to regain some of her earlier in-character composure, “I believe you have another service to provide.” She reached forward and unbuckled my costume belt, letting it drop to the floor. She then lifted up my shirt slightly and undid my pants. Her fingers grasped the fabric of both my pants and underwear and pulled down, freeing my throbbing and aching cock.“Excellent.” 'Madame Vader' said with a slight nod, “I was right to choose you.”She turned around and bent over the table, resting on her forearms. I took a step forward and lifted the rear loincloth of her costume, exposing a perfectly tanned ass (string bikinis for the win). I adjusted my position, spread her cheeks slightly and guided myself into her soaking wet hole.Her pussy lips wrapped perfectly around the head of my cock and we stayed in that position for a moment. Then slowly I inched forward until I was completely buried inside her.“Yes,” she hissed softly. I placed my hands on her hips and began slow, rhythmic motions. She was so wet, every thrust was a silky smooth ride. But I could still feel her pussy walls constrict around my shaft every time I moved back and forth. Her body began to match my movements, her ass and pelvis pushing backwards against me.There was a brief moment when I was extremely tempted to reach forward and attempt to knock the helmet off her head. Would she stop this incredible moment or were we too far gone that she wouldn't care? But the sound of her ass slapping against my lower abdomen shook me out of the thought.“Fuck it,” I think I said out loud as I increased the speed of my thrusts.“Yes baby,” she cried, “Yes, god yes. Come for me baby. Come inside me.” Before I could protest, she added, “It's fine. I'm protected. Just come. Come deep inside me, please!”I continued pumping her pussy until I felt that familiar tingling sensation at the base of my cock.I started tensing up, “Oh fuck, I'm coming!” I thrust one final time and stayed there as far in her as I could while my sperm erupted from my dick, filling the depths of her pussy.She gasped, “Oh god, I can feel you filling me up so much!” She wasn't kidding, because just a few seconds later I felt the wonderful mix of her juices and my cum spilling out of her pussy. I took a step back, then pivoted so that I was leaning against the table next to her.“That was,” I gasped, still trying to guess what she looked like under the mask, “insane.”Slowly, she rose off the table, the loincloth slipping back down on its own to cover her bare ass.“Seriously,” I said, watching as she silently stepped over to pick up her cloak and gloves, “please tell me who the hell you are. Or that we can meet up again?”She made her way to the door and stopped. Her hands slowly made their way up towards her helmet and grasped it on both sides.And then they dropped back down.“If you find me,” came the ominous voice from under the mask, “then we will see.”She opened the door, where I caught a glimpse of her friend waiting, and slipped out.The door closed behind her, leaving me in the room in a daze with my pants half way down my legs and my flaccid, wet dick now feeling the chill of the storage room's air conditioning.Realizing there was no one outside guarding the room anymore, I quickly zipped up, gathered my costume accessories and got the fuck out of the room. I stumbled into the hallway and made my way quickly back to the convention hall. Naturally neither girl was anywhere to be seen in a crowd of other cosplayers and attendees. I made my way out of the convention center, back through to the hotel and came up to my room.And that's where I am right now. Like I said, I tried calling you. And then I opened my tablet and started writing.Needless to say I have no clue who won the cosplay contest. Maybe Deadpool/Eleven.And of course I can hear you saying, “I think I pretty much 'won' anyway!” LOLBut seriously, I have to find her again. There's two more days left to the con.I'll keep you posted, cuz. Love ya!By AlexRaistov, for Literotica

Ever been on an executive cruise? This episode is brought to you by UnCruise Adventures Small Ship Cruising that connects guests with nature and wildlife while exploring some of the most remote and scenic destinations on the West Coast of the Americas including Alaska, Baja, and Hawaii. Get the latest deals benleads.com/cruise-------Do You Innovate like the World's Best?Subramanian K (KS), CTO of Sensormatic Solutions, shares two powerful strategies he uses to inspire and drive innovation on a global scale.His powerhouse team and the broader organization make incredible impact ....

This is the version of Twin Sisters that I learned. The A part is similar to what most people play, but the B part has a "B" note, sorta similar to what Melvin Wine played. Does anyone else recognize this version of the tune ?

We've been taught to feel uncomfortable about aging. Think about it: anti-aging is a $34B industry. But writer and artist Sandra Cisneros argues that aging is awesome. Nely talked to Sandra about why we should embrace aging on the most perfect occasion, her birthday. Learn more about your ad choices. Visit megaphone.fm/adchoices

Welcome episode 226 of the Cloud Pod podcast - where the forecast is always cloudy! This week Justin, Matt and Ryan chat about all the news and announcements from Google Next, including - surprise surprise - the hot topic of AI, GKE Enterprise, Duet, Co-Pilot, Code Whisperer and more! There's even some non-Next news thrown into the episode. So whether you're interested in BART or Bard, we've got the news from SF just for you.  Titles we almost went with this week:

Today's Headlines: Yesterday, a faculty member was killed in a shooting at the University of North Carolina-Chapel Hill's laboratory building. The suspect was apprehended after a campus lockdown, and the relationship between the victim and shooter, as well as the motive, remains unclear. Hurricane Idalia is set to hit Florida's west coast and central areas as a category 3 storm, with concerns about storm surge due to warm Gulf waters. Former President Donald Trump faces arraignment on September 6th in the Georgia state election case and a trial date of March 4th, 2024 for the federal election interference case. Trump's campaign reportedly raised over $7 million since his booking, while the Department of Transportation fined American Airlines $4.1 million for extended on-board delays. Lastly, "Barbie" has become the highest-grossing film of 2023, surpassing the record set by a Harry Potter film. Resources/Articles mentioned in this episode: NBC News: UNC-Chapel Hill faculty member killed in shooting that sent campus into lockdown Orlando Sentinel: Tropical Storm Idalia projected to become major hurricane before hitting Florida  Axios: Trump arraignment set for Sept. 6 in Georgia election case NY Times: Trump arraignment set for Sept. 6 in Georgia election case  AP News: Trump campaign reports raising more than $7 million after Georgia booking  AP News: American Airlines fined $4.1 million for dozens of long tarmac delays that trapped passengers Deadline: ‘Barbie' Reaches $1.34B, Will Become WB's Biggest Movie Ever Worldwide On Monday; ‘Oppenheimer' Nears $800M Global – International Box Office Morning Announcements is produced by Sami Sage alongside Amanda Duberman and Bridget Schwartz Edited by Grace Hernandez-Johnson Learn more about your ad choices. Visit megaphone.fm/adchoices

With National Cinema Day in the US this past weekend, we're racing into the numbers of a full box office, with Gran Turismo making #1 while Retribution appears to struggle off the line. Matthew, Ryan, and Simon bring us all the numbers from the box office and break down the audiences for the latest titles to hit the big screen this week Behind the Screens. Topics and times: National Cinema Day - 0:44 Gran Turismo box office overview - 2:15 Gran Turismo audience analysis - 3:30 Retribution reception and box office - 6:55 Retribution audience analysis - 8:18 The Hill overview - 10:28 Box office holdover roundup - 11:49 2023 box office month-to-date - 13:53 Next Week - 16:34 Find us at https://www.linkedin.com/company/vista-group-limited/, and follow @moviohq & @numeroboxoffice on Twitter Box Office Overview: Gran Turismo took first place in the box office with $17.3M domestically across 3,800 screens, and $11M from 61 international markets. Those markets where the film was a holdover dropped only 28%, and the worldwide total currently sits at $54M. Barbie in its fifth week made a further $15M domestically and $18M internationally, bringing its totals to $593M domestic, $745M international, and $1.34B worldwide. Blue Beetle dropped only 49% from opening weekend, and its domestic total sits at $46M, international total $35M, and worldwide total $81M. Oppenheimer grossed $9M domestically and $29M internationally, for a worldwide cumulative total of $777M. Retribution debuted in 8th position, making $3.35M domestically and $52,000 internationally for a worldwide total of $3.4M.

Welcome episode 222 of The Cloud Pod Podcast - where the forecast is always cloudy! This week we take an in depth look at the latest earnings reports from all the major players, changes to IPv4 costs (inflation), Healthscribe, and all the news (in cybersecurity) that's fit to print.  Titles we almost went with this week:

Welcome to The Nonlinear Library, where we use Text-to-Speech software to convert the best writing from the Rationalist and EA communities into audio. This is: Meta announces Llama 2; "open sources" it for commercial use, published by LawrenceC on July 18, 2023 on LessWrong. See also their Llama 2 website here:, and their research paper here:/ From their blog post: Takeaways Today, we're introducing the availability of Llama 2, the next generation of our open source large language model. Llama 2 is free for research and commercial use. Microsoft and Meta are expanding their longstanding partnership, with Microsoft as the preferred partner for Llama 2. We're opening access to Llama 2 with the support of a broad set of companies and people across tech, academia, and policy who also believe in an open innovation approach to today's AI technologies. Compared to the first Llama, LLama 2 is trained for 2T tokens instead of 1.4T, has 2x the context length (4096 instead of 2048), uses Grouped Query Attention, and performs better across the board, with performance generally exceeding code-davinci-002 on benchmarks: They also release both a normal base model (Llama 2) and a RLHF'ed chat model (Llama 2-chat). Interestingly, they're only releasing the 7B/13B/70B models, and not the 34B model, "due to a lack of time to sufficiently red team". More importantly, they're releasing it both on Microsoft Azure and also making it available for commercial use. The form for requesting access is very straightforward and does not require stating what you're using it for: (EDIT: they gave me access ~20 minutes after submitting the form, seems pretty straightforward.) Note that their license is not technically free for commercial use always; it contains the following clauses: [1.] v. You will not use the Llama Materials or any output or results of the Llama Materials to improve any other large language model (excluding Llama 2 or derivative works thereof). 2. Additional Commercial Terms. If, on the Llama 2 version release date, the monthly active users of the products or services made available by or for Licensee, or Licensee's affiliates, is greater than 700 million monthly active users in the preceding calendar month, you must request a license from Meta, which Meta may grant to you in its sole discretion, and you are not authorized to exercise any of the rights under this Agreement unless or until Meta otherwise expressly grants you such rights. See also the Llama 2 Acceptable Use Policy (which seems pretty standard). Thanks for listening. To help us out with The Nonlinear Library or to learn more, please visit nonlinear.org.

This week we discuss the launch of Threads, the battle for Enterprise Linux and Coté tries HEY again. Plus, plenty of thoughts on packing for a long weekend. Watch the YouTube Live Recording of Episode (https://www.youtube.com/watch?v=7aW-9Zv1maQ) 423 (https://www.youtube.com/watch?v=7aW-9Zv1maQ) Runner-up Titles Capitalizing on Competitors Bring the Go Bag There are no backpacks in Gucci ads No bad vibes Rundown Threads Threads, Instagram's ‘Twitter Killer,' Has Arrived (https://www.nytimes.com/2023/07/05/technology/threads-app-meta-twitter-killer.html) Special Episode: Meta's Twitter Rival Arrives, with Adam Mosseri (https://www.nytimes.com/2023/07/06/podcasts/special-episode-metas-twitter-rival-arrives-with-adam-mosseri.html) Facebook's Threads is so depressing (https://jogblog.substack.com/p/facebooks-threads-is-so-depressing) Twitter, Threads, and the Great Social Implosion (https://staysaasy.com/product/2023/07/07/twitter-threads-social-implosion.html) Instagram's Threads app reaches 100 million users within just five days (https://techcrunch.com/2023/07/10/instagrams-threads-app-reaches-100-million-users-in-just-five-days/) How Threads' privacy policy compares to Twitter's (and its rivals') (https://arstechnica.com/security/2023/07/how-threads-privacy-policy-compares-to-twitters-and-its-rivals/) Instagram's Twitter rival is the latest in Meta's parade of copycat apps (https://www.axios.com/2023/07/06/metas-copycat-machine-threads?utm_source=newsletter&utm_medium=email&utm_campaign=newsletter_axiosmediatrends&stream=top) Linux Red Hat's open source rot began when IBM walked (https://www.theregister.com/2023/07/07/red_hat_open_source/) Keep Linux Open and Free—We Can't Afford Not To (https://www.oracle.com/news/announcement/blog/keep-linux-open-and-free-2023-07-10/) SUSE Preserves Choice in Enterprise Linux by Forking RHEL with a $10+ Million Investment (https://www.suse.com/news/SUSE-Preserves-Choice-in-Enterprise-Linux/) History Never Repeats. But Sometimes It Rhymes. (https://ciq.com/blog/history-never-repeats-but-sometimes-it-rhymes/) Oracle slams IBM's Red Hat over RHEL paywall (https://www.theregister.com/2023/07/10/oracle_ibm_rhel_code/?td=rt-3a) Automation at Scale: Migrating 200K Machines from CentOS 7 to RHEL 9 (https://engineering.salesforce.com/automation-at-scale-migrating-200000-machines-from-centos-7-to-rhel-9/) Shifting "Shift Left (and leave)" versus "Shift Left (and stay)" (https://newsletter.cote.io/p/shift-left-and-leave-versus-shift?utm_source=post-email-title&publication_id=50&post_id=134452721&isFreemail=true&utm_medium=email) Richard Seroter on shifting down vs. shifting left (https://cloud.google.com/blog/products/application-development/richard-seroter-on-shifting-down-vs-shifting-left) Matt's packing list (https://drive.google.com/file/d/1VTSZKJ9FQsW70spJtSHwN7TkuFqQdEux/view?usp=share_link) Gmail brings in Calendly-style availability sharing from Google Calendar (https://techcrunch.com/2023/07/12/gmail-brings-in-calendly-style-availability-sharing-from-google-calendar/) Relevant to your Interests DigitalOcean acquires cloud computing startup Paperspace for $111M in cash (https://techcrunch.com/2023/07/06/digitalocean-acquires-cloud-computing-startup-paperspace-for-111m-in-cash/) Snowflake vs. Databricks (https://open.substack.com/pub/aspiringforintelligence/p/snowflake-vs-databricks?r=2l9&utm_campaign=post&utm_medium=web) WebAssembly runtimes will replace container-based runtimes by 2030 (https://changelog.com/posts/webassembly-runtimes-will-replace-container-runtimes-by-2030) Jordan Schneider is at SEMICON JULY 11-12 on Twitter (https://twitter.com/jordanschnyc/status/1678128857763950593?s=46&t=-2GRjYw3L96Jh3hL9tDPcg) Court filing shows Microsoft Azure generated lower-than-expected $34B in revenue in 2022 (https://siliconangle.com/2023/06/29/court-filing-shows-microsoft-azure-generated-lower-expected-34b-revenue-2022/?ck_subscriber_id=512840665) Smart guy from Google decides not to compete with Apple Vision (https://twitter.com/marklucovsky/status/1678465552988381185) 87% Missing: the Disappearance of Classic Video Games | Video Game History Foundation (https://gamehistory.org/87percent/) IBM watsonx (https://www.ibm.com/watsonx) ChatGPT's explosive growth shows first decline in traffic since launch (https://www.reuters.com/technology/booming-traffic-openais-chatgpt-posts-first-ever-monthly-dip-june-similarweb-2023-07-05/) Cloud Native Computing Foundation Reaffirms #Istio Maturity with Project (https://twitter.com/CloudNativeFdn/status/1679143862256951297?s=20) Early Google exec Urs Holzle to step down from executive management role amid cloud shakeup (https://www.cnbc.com/2023/07/12/google-cloud-shakeup-urs-holzle-to-step-down-from-executive-management.html) Being acquired from a smallish start-up into VMware (https://apps-cloudmgmt.techzone.vmware.com/blog/being-acquired-smallish-start-vmware) Gartner Says Worldwide PC Shipments Declined 16.6% in Second Quarter of 2023 (https://www.gartner.com/en/newsroom/press-releases/2023-07-11-gartner-says-worldwide--pc-shipments-declined-16-percent-in-second-quarter-of-2023) Microsoft's Cloud Server Business in 2022 Was Less Than Half of AWS, New Document Reveals (https://www.theinformation.com/articles/microsofts-cloud-server-business-in-2022-was-less-than-half-of-aws-new-document-reveals) Microsoft confirms more job cuts on top of 10,000 layoffs announced in January (https://www.cnbc.com/2023/07/10/microsoft-confirms-more-job-cuts-on-top-of-10000-layoffs-in-january.html) Shopify deleted 12,000 meetings this year. (https://twitter.com/petergyang/status/1679130177819881475?s=20) Nonsense If you don't buy Jony Ive's $60,000 turntable, are you really a music fan? (https://techcrunch.com/2023/07/07/if-you-dont-buy-jony-ives-60000-turntable-are-you-really-a-music-fan/?guccounter=1&guce_referrer=aHR0cHM6Ly9uZXdzLmdvb2dsZS5jb20v&guce_referrer_sig=AQAAAJAa2W94DiGgNgW_6JYJlL5YfxUkrkPKqhok-JRQ7R9oVhR7RfppOcMzOmGT0a9ZAz5-Azv2dqgLtpchPjtcXX3gaH4jAqpgDPgaiAqQDjl2tqZwK5VnxICubA-JYISytIETZIZAiYbkVvkABjxuyQirthfmyE46rL3XWXEk94rv) Conferences August 8th Kubernetes Community Day Australia (https://community.cncf.io/events/details/cncf-kcd-australia-presents-kubernetes-community-day-australia-2023/) in Sydney, Matt attending. August 21st to 24th SpringOne (https://springone.io/) & VMware Explore US (https://www.vmware.com/explore/us.html), in Las Vegas. Explore EU CFP is open. Sep 6th to 7th DevOpsDays Des Moines (https://devopsdays.org/events/2023-des-moines/welcome/), Coté speaking. Sep 18th to 19th SHIFT (https://shift.infobip.com/) in Zadar, Coté speaking. October 6, 2023, KCD Texas 2023 (https://community.cncf.io/events/details/cncf-kcd-texas-presents-kcd-texas-2023/), CFP Closes: August 30, 2023 Jan 29, 2024 to Feb 1, 2024 That Conference Texas CFP Open 6/1 - 8/21 (https://that.us/call-for-counselors/tx/2024/) If you want your conference mentioned, let's talk media sponsorships. SDT news & hype Join us in Slack (http://www.softwaredefinedtalk.com/slack). Get a SDT Sticker! Send your postal address to stickers@softwaredefinedtalk.com (mailto:stickers@softwaredefinedtalk.com) and we will send you free laptop stickers! Follow us: Twitch (https://www.twitch.tv/sdtpodcast), Twitter (https://twitter.com/softwaredeftalk), Instagram (https://www.instagram.com/softwaredefinedtalk/), Mastodon (https://hachyderm.io/@softwaredefinedtalk), BlueSky (https://bsky.app/profile/softwaredefinedtalk.com), LinkedIn (https://www.linkedin.com/company/software-defined-talk/), TikTok (https://www.tiktok.com/@softwaredefinedtalk), Threads (https://www.threads.net/@softwaredefinedtalk) and YouTube (https://www.youtube.com/channel/UCi3OJPV6h9tp-hbsGBLGsDQ/featured). Use the code SDT to get $20 off Coté's book, Digital WTF (https://leanpub.com/digitalwtf/c/sdt), so $5 total. Become a sponsor of Software Defined Talk (https://www.softwaredefinedtalk.com/ads)! Recommendations Brandon: Hijack (https://tv.apple.com/us/show/hijack/umc.cmc.1dg08zn0g3zx52hs8npoj5qe3) Matt: Murderbot Diaries (https://www.goodreads.com/series/191900-the-murderbot-diaries) Coté: Fantastical (https://flexibits.com/fantastical), read-out of second HEY try. Photo Credits Header (https://paper.dropbox.com/doc/Is-the-enemy-of-my-enemy-my-friend--B78kG9125I6L26iQ7ANBrxDaAg-AymUiXqVRaytqe3gqMPDv) Artwork (https://labs.openai.com/e/MlTLNTDx8VvoCaCEiMc16oDi/oFNRSDbXIEng8pevJZCfCYnE)

A partir del 14 de junio solo podrá pagar con la Tarjeta de Movilidad en las rutas 34A y 34B del RTP Se esperan lluvias fuertes para esta tarde en el Valle de México

Chipotle (CMG) Chief Restaurant Officer, Scott Boatwright, joins Nicole Petallides to discuss CMG's latest earnings which were released April 25th, postmarket. He talks about how CMG's 1Q adjusted EPS came in at $10.50 versus an estimated $8.89 and its 1Q revenue came in at $2.4B versus an estimated $2.34B. He goes over how 1Q digital sales up 39.3% and 1Q comparable restaurant sales up 10.9%. He also notes what's next for CMG, and highlights that CMG had some favorable commodity tailwinds that should certainly support margin growth and expansion in Q1. Tune in to find out more about the stock market today.

Alphabet (GOOGL) earnings were released yesterday, postmarket. Renita Young discusses this as its adjusted EPS came in at $1.17 versus an estimated $1.07 and its revenue came in at $69.79B versus an estimated $68.84B. She talks about how GOOOGL announced a $70B buyback. She then goes over Chipotle's (CMG) earnings which were also released yesterday, postmarket. Its adjusted EPS came in at $10.50 versus an estimated $8.89 and revenue came in at $2.40B versus an estimated $2.34B. Tune in to find out more about the stock market today.

Seeler, 17th of Gracos, 301 YODThis is episode 34B, which follows Rubin, Tamacti, and Iris. Rubin is visited once again by an old friend and is uncertin on how to handle Lanya's recent confession. Tamacti is also settling with the idea of his mother's intentons for Etharis. Join the Split Party today in our ever growing community: https://linktr.ee/splitpartyAnd remember... Never split the party!Music used in Episode 34B: Give these guys some support for their awesome scores!To the end of time - Ean GrimmA Cold Presence - Adrian Von ZieglerMadan Eva's Tent - Sword Coast SoundscapesOath - Adrian Von ZieglerCeremonial Spell - Adrian Von ZieglerMists of Ravenloft - Sword Coast SoundscapesTainted Heart - Adrian Von ZieglerNails and Bones - Adrian Von Ziegler*All music used in this episode have been given the approval by their original composers for commercial use*For business inquiries contact us at: thesplitpartypodcast@gmail.com

After more than a year of respirator recalls, it's probably no surprise that Philips reported lower-than-expected revenues for the third quarter of this year. But that announcement also came with the revelation that the company is now laying off 4,000 workers and planning for even more restructuring. Fierce Medtech's Andrea Park discusses this latest news and digs into the long line of problems that led to this decision. Philips' downward slide started last June, with the recall of CPAP and BiPAP machines used to treat sleep apnea. As of this July, the FDA tallied 168 related deaths, and as of mid-October there were at least 342 pending class action cases against the company. Philips cuts 4,000 jobs, with more restructuring on the way, amid slipping sales and rising costs With FDA decision penciled in for May, GSK powers ahead in RSV race with Pfizer Johnson & Johnson doles out $16.6B to snatch up miniaturized heart pump maker Abiomed Thermo Fisher ties up $2.6B deal for cancer diagnostics maker The Binding Site Alkermes joins Bristol Myers in IL-2 exit with oncology business spinoff Pfizer boosts COVID vaccine projection to $34B on the back of strong Comirnaty haul See omnystudio.com/listener for privacy information.

1:17 | Do you need to brace for World War III? Vladimir Putin says he's "not bluffing" about using nukes. We open with a look at this developing story on the Russian President's plan in Ukraine. Plus, what would you do with $1.34B? That's the conversation two anonymous Americans are having after the third-largest lottery windfall in US history. 15:53 | The Unofficial Opposition Real Talk Round Table is back! Erica Ifill and Mo Amir have a chemistry you can't manufacture. Don't miss their takes on the Prime Minister at the piano, the "Mushy Middle" of the political spectrum, married couples seeking elected office together, and Alberta cabinet minister Kaycee Madu's expressed support of the "Freedom" convoy.  READ ERICA'S PIECE ON THE QUEEN: https://www.hilltimes.com/2022/09/21/the-queen-is-gone-and-im-glad-her-reign-is-over/383458 CHECK OUT MO'S SHOW: https://www.cheknews.ca/shows/this-is-vancolour/ 1:10:20 | It's a perfect time of year to visit beautiful Jasper, Alberta! This week's #MyJasper Memories lays out some wonderful options for seasonal experiences like (heated jacket) motorcycle/sidecar tours, Indigenous Fireside Storytelling, and Jasper Food Tours. PLAN YOUR OWN #MYJASPER MEMORIES: https://www.jasper.travel/ 1:13:30 | We get into the Real Talk mailbag to hear from Carolyn and Ron (in what we promise will be the last we discuss Justin Trudeau singing Queen...unless there are new developments). EMAIL THE SHOW: talk@ryanjespersen.com WEBSITE: https://ryanjespersen.com/ TWITTER: https://twitter.com/RealTalkRJ INSTAGRAM: https://www.instagram.com/RealTalkRJ/ TIKTOK: https://www.tiktok.com/@realtalkrj The views and opinions expressed in this show are those of the host and guests and do not necessarily reflect the position of Relay Communications Group Inc. or any affiliates.

Morse code transcription: vvv vvv New York governor Monkeypox is a disaster emergency Italy Outcry over killing of African migrant in town centre Co pilot dies after fall from plane in North Carolina Elmo 2 Fire burning 7,000 acres 0 contained GBI releases body camera video in case surrounding Georgia woman who fell out of patrol vehicle Iraq Muqtada al Sadr supporters storm parliament again Russias Gazprom halts gas supplies to Latvia Kansas The state where abortion is on the ballot Biden Tests Positive for Covid Again in Rebound Case US President Joe Biden tests positive for Covid after rebound infection Ukraine condemns Russias humiliating death tweet after prison attack Mega Millions 1.34B jackpot winning ticket sold at Des Plaines Speedway, lottery officials say Ukraines Zelenskiy announces mandatory evacuation of Donetsk region Kentucky 15 dead in flash floods that followed heavy rain Russian National Charged With Spreading Propaganda Through U.S. Groups Beach body ad edited out my prosthetic leg model Long March 5B Debris from Chinese rocket falls back to Earth Rusty Bowers defied Donald Trump what happens now

Morse code transcription: vvv vvv Biden Tests Positive for Covid Again in Rebound Case Russias Gazprom halts gas supplies to Latvia US President Joe Biden tests positive for Covid after rebound infection Kansas The state where abortion is on the ballot Italy Outcry over killing of African migrant in town centre Iraq Muqtada al Sadr supporters storm parliament again Russian National Charged With Spreading Propaganda Through U.S. Groups Beach body ad edited out my prosthetic leg model GBI releases body camera video in case surrounding Georgia woman who fell out of patrol vehicle Rusty Bowers defied Donald Trump what happens now Kentucky 15 dead in flash floods that followed heavy rain New York governor Monkeypox is a disaster emergency Co pilot dies after fall from plane in North Carolina Ukraine condemns Russias humiliating death tweet after prison attack Long March 5B Debris from Chinese rocket falls back to Earth Mega Millions 1.34B jackpot winning ticket sold at Des Plaines Speedway, lottery officials say Ukraines Zelenskiy announces mandatory evacuation of Donetsk region Elmo 2 Fire burning 7,000 acres 0 contained

Morse code transcription: vvv vvv Biden Tests Positive for Covid Again in Rebound Case Mega Millions 1.34B jackpot winning ticket sold at Des Plaines Speedway, lottery officials say GBI releases body camera video in case surrounding Georgia woman who fell out of patrol vehicle Ukraine condemns Russias humiliating death tweet after prison attack Beach body ad edited out my prosthetic leg model New York governor Monkeypox is a disaster emergency US President Joe Biden tests positive for Covid after rebound infection Elmo 2 Fire burning 7,000 acres 0 contained Kansas The state where abortion is on the ballot Russian National Charged With Spreading Propaganda Through U.S. Groups Russias Gazprom halts gas supplies to Latvia Italy Outcry over killing of African migrant in town centre Ukraines Zelenskiy announces mandatory evacuation of Donetsk region Long March 5B Debris from Chinese rocket falls back to Earth Rusty Bowers defied Donald Trump what happens now Kentucky 15 dead in flash floods that followed heavy rain Iraq Muqtada al Sadr supporters storm parliament again Co pilot dies after fall from plane in North Carolina

Start leading your workplace to become a happier and healthier place to be. Too often employee wellness gets pushed down the list by other priorities, but consider that teams with higher levels of wellness perform better, deliver stronger results, and have higher retention levels.  This emphasizes that employee wellness is something all leaders should be considering for themselves and their teams. I hosted Stephane Charbonnier, Chief Human Resources Officer of L'Oréal USA, who shares an essential strategy to lead wellness in the workplace and make everyone feel more productive and positive. Before joining L'Oreal in 2013, Stephane worked more than two decades in key HR leadership positions at global organizations including Towers Watson, PepsiCo, Kraft Foods, American Express and McDonalds in Europe and in the United States. In his current role as CHRO, Stephane is responsible for leading the company's overall HR strategy in the U.S., including talent acquisition, learning and development, total rewards, HR operations and people analytics. He has built a high-performing team inclusive of centers of excellence and division leads who are all focused on creating the best possible employee experience.” L'Oreal is the largest cosmetic company in the world with $34B in revenue and over 85,000 employees.   LinkedIn Profile https://www.linkedin.com/in/stephanecharbonnier/ (https://www.linkedin.com/in/stephanecharbonnier/) Company Link: https://www.loreal.com/en/ (https://www.loreal.com/en/) What You'll Discover in this Episode: Stephane's winning strategy that led companies in two different countries to achieve the top 10 best work. Three surprising strategies for work-life balance. Why should you encourage your team to bring their “whole self” to work. Why effective prioritizing is “ruthless” by nature. How to lead wellness in the workplace. The one trait he'd like to instill in every employee, and why it's important. How to use texting as a leadership skill. A surefire strategy to secure your place in the CEO's Inner Circle. The insidious cost that's even bigger than employee turnover. Three success strategies for anyone who wants to get promoted. ----- Connect with the Host, #1 bestselling author Ben Fanning https://www.benfanning.com/speaker/ (Speaking and Training inquires) https://followbenonyoutube.com (Subscribe to my Youtube channel) https://www.linkedin.com/in/benfanning/ (LinkedIn) https://www.instagram.com/benfanning1/ (Instagram) https://twitter.com/BenFanning1 (Twitter)

Top headlines for July 5, 2022:Deputies investigate vehicle vs. pedestrian crash near Folly Road1 killed, 3 injured in head-on crash in RavenelMan arrested on DUI charge in deadly Johns Island crashIncreased need for beach cleanup volunteers after busy weekendCharleston school seeks new security measures after fight with 10 studentsProgram allowing no cost meals to all students endsCharleston Co. Schools offering no-cost summer meals for kidsMilitary community adds more than $34B to state's economy each year

Tesla (TSLA) shares are on the rise today after the announcement of a stock split. The Tesla (TSLA) stock split would be in the form of a stock dividend. Also, the Shanghai lockdown shut down the Tesla gigafactory. Next, Joe Mazzola weighs in on Apple (AAPL) expecting to cut iPhone SE production by about 2 to 3M unites for the quarters. This is due to a weaker-than-expected demand. Also, XPeng (XPEV) earnings indicated -$0.24 in EPS and $1.34B in revenue. Joe Mazzola discusses Goldman Sachs maintaining a buy rating and a $127 price target on Advanced Micro Devices (AMD). Finally, Deere & Co. (DE) stock was upgraded to neutral from underweight at JPMorgan.

This episode features an interview with Laurie Krebs, CFO at Red Hat, the world's leading provider of open source solutions, which was acquired by IBM in 2018 for $34B.Laurie has spent 35 years in finance, serving in leadership roles for companies like KPMG, Nortel and Cree. While her specialty has been tax, Laurie's focus is also how to empower people. And it's her work on team building, D&I and retention that has helped support high-performance individuals drive the impressive growth of billion-dollar companies.On this episode, Laurie discusses supporting other women in finance, developing a business continuity plan, and working to lead the world in the way of the hybrid cloud.Quotes*“In the last few years, the role of the CFO itself has shifted. We're now seen as an even more strategic role than we were a decade ago. We're evolving as a crucial part of helping organizations validate and execute our strategy, but at the same time, we're often seen as one of the first lines of defense in risk management.”*“Data really helps propel companies forward and we can't live in a world without it today. It's how we track things. It's how we see what's going off the rails. The more we can dive into the data, the more we understand the problem we're trying to solve.”*“It's also helpful to provide employees with highlighting the victory lap when things are working. It's always important to recognize success. As long as you don't get too complacent with it, that's where you get in trouble.”*“I think one of the other interesting things on technology that we have learned over and over again is to make sure you put the processes in first that drive the result you want from the tool. So in other words, if you just put a tool in place without making sure you have the right processes, the right controls in place, um, then you might as well not put in the tools. So you always have to take the time and make sure that your own internal processes, education system, change management is all aligned to this wonderful tool that you're going to roll out. Otherwise it's not going to be successful.”Time Stamps*[0:28] Introducing Laurie Krebs, CFO at Red Hat*[6:47] Red Hat's journey to the hybrid cloud*[8:43] Diversity initiatives*[9:50] Starting the Women in Finance group*[13:25] Cash Crossroads*[20:53] Lessons learned from the pandemic*[24:33] Considering a tech stack*[26:03] The Playbook*[33:12] Report from the FutureSponsorThe Invisible Vault is powered by the team at Kyriba, the global leader in cloud treasury and finance solutions, empowering CFOs and their teams to transform how they activate liquidity as a dynamic, real-time vehicle for growth and value creation. To learn more visit www.kyriba.comLinksConnect with Laurie on LinkedInFollow Laurie on TwitterConnect with Daniel on LinkedInFollow Daniel on Twitter

We have two special guests for our podcast today:  Anita Ng, MD for Private Investments @ Cambridge Associates and Tanya Kemp, MD and Head of Private Markets at San Francisco Employees' Retirement System.  Anita has more than 25 years of investment experience, 15 of those managing client portfolios at Cambridge Associates (a global advisory investment firm responsible for advising on over $500B in aum).  She is a trusted advisor to a broad group of institutional clients, including endowments and foundations, public pension plans, and private clients. In 2020, Anita was named in Chief Investment Officer's annual list of Knowledge Brokers, a list of the most influential investment consultants and advisers.  Prior to joining Cambridge Associates in 2006, Anita was a technology investment banker at CIBC World Markets, Credit Suisse First Boston and Banc of America Securities and earlier in her career, worked in Hong Kong at Merrill Lynch.    Our co-guest is Tanya Kemp, Head of Private Markets.SFERS is a public plan with over $34B assets.  Tanya rose up through the ranks from inv analyst in VC then PE and head of Pvt mkts overseeing a $14 billion portfolio comprising private investments across leveraged buyouts, venture capital, growth equity, real estate and natural resources strategies.  Prior to joining SFERS, Ms. Kemp was Risk and Performance Analyst with Missouri State Employees Retirement System. She holds an MA, MBA, CFA and CAIA designations. She has received numerous awards including Private Equity Buyouts “Trailblazers: Ten women pioneering new paths in private equity” in 2016; Trusted Insights Top Public Pension Investment Directors 2021, Rising Star 2021 Venture Capital Journal.   Anita and Tanya are two highly talented, engaging women in our industry passionate about investing and their roles. What a pleasure it was for me to speak with them together during this podcast.     Without further delay, here is my conversation with Anita and Tanya.  

Procter & Gamble's (PG) 1Q revenue came in at $20.34B versus an estimated $19.85B. Arun Sundaram, Equity Research Analyst at CFRA Research, discusses the Procter & Gamble earnings report, as it was released today, October 19th, premarket. PG's 1Q organic sales growth is up 4%, and its 1Q biggest sales increase was in the healthcare unit. Additionally, CFRA has a buy rating and raised its price target to $157 from $155 on Procter & Gamble. Tune in to find out more.