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Fucking for Grades – Graded for Fucking

Barbara stood in front of the bulletin board and searched for her student number. Sliding her finger down the print out, she found her number and her test score written beside it – 55. It was barely an improvement over her last score and she realized that she was going to flunk her course in humanities. A lot rode on this. She’d gone off to university with all of her friends after graduation and had a great time at school. Unfortunately, her priorities were parties and sororities and not studies.

By the middle of her sophomore year she was on probation and her parents brought her back home. They laid down the law to her – she had to attend the local community college and could only go back to State after she completed her two-year degree. With this grade, her chances of passing and graduating were sliding fast.

She liked her professor and he seemed to enjoy flirting with her. She usually sat in class and put on a little show for him as he lectured. She had also just heard a rumor that her boyfriend was starting to fuck around in her absence and she decided that two could play the same game. She thought that perhaps if she seduced her professor, she might be able to get him to pass her. Knocking on the door of his office, she straightened her blouse and then opened the top button, revealing her deep cleavage.

“I just saw my grade,” she said as she entered the office. She closed the door behind her and heard it click. “Is there anything I can do to pass your class?” she asked with a smile.

“What do you have in mind?” he asked her, his voice filling with banter.

“Well, you know,” she started, not knowing exactly how to suggest what she had in mind. He realized what she was up to and decided to make her sweat it out.

“No, I don’t know,” he teased her.

“Well, I…..” she started again. He sat silently. She got really embarrassed as she humiliated herself in front of her professor. “Well, you like me,” she said. He sat motionless. “You do like me, don’t you?” she asked.

“Yes, but what does that have to do with anything?” he asked her.

“Oh!!!” she screamed softly. “I thought that…..” she started again. He waited for her to continue. “I thought that if we…you know,” she said, her face flushed with embarrassment.

“Oh, I get it,” he said. “You thought that if you fucked me, I would pass you in the class,” he said. She thought that he’d phrased it rather crudely but he did get the gist of the idea. “Why didn’t you just say so?” he chided her. “I’ll tell you though, it’s not quite that easy,” he explained. “I’ll tell you what I’ll do. We’ll do what you suggest and I’ll give you a grade on how well you do. Then we’ll average that in with your GPA and see if you pass,” he said. “You can retest as often as you like until your GPA gets over 70,” he said. Barbara thought that was fair enough. She knew she had a great body and thought she was a pretty good lay – after all, she’d never gotten any complaints. She figured it would only take a roll or two in the hay to graduate.

The professor waited and she sat silently in her seat. Finally, he came up to her and held out his hand. She got up as he led her over to the sofa and she let him freely enjoy her beautiful body as he fucked her for the next hour or so. When they finished, she reached for her clothes and got dressed, confident that she had passed the class or was pretty close. It hadn’t been a bad experience either she thought to herself. Her professor sat down on the edge of the desk and opened his grade book. He wrote down a number and closed the book.

“How’d I do?” she asked, her voice filled with confidence.

“Actually, about the same as your last test score – mid 50s,” he replied.

“What?” she gasped as all the color ran out of the young girl’s face as her mouth dropped opened. “I don’t understand,” she said in a whisper as her face paled.

“It’s really quite simple,” he began to explain. “You are seeing this all from your vantage point. You are not looking at it from my perspective,” he said. She looked perplexed and a bit annoyed. “You came in here looking to get me to do something; something that puts me at risk in terms of my profession. You allowed me to enjoy your body but you didn’t do anything to ingratiate yourself to me or make me want to do something nice for you,” he said. “You spread your legs, let me fuck you and then expected that I’d give you whatever you wanted,” he said.

“But I did the things you wanted of me,” she protested.

“Yes, you did, in part,” he said, “but that isn’t enough. Let me explain,” he continued. “When you go out on a date with a guy, you wait to see if he impresses you, if he entertains you sufficiently, if he turns you on. If he does enough to please you, then you oblige him by letting him enjoy your body, correct?” he explained. He didn’t wait for a reply but continued. “Well, here too, it works in reverse, you need to impress, entertain and turn me on if you expect me to come across with what you want. I’ll bet you think you’re a pretty good lay,” he chided her. “I’ll bet you’ve never had a complaint,” he added. “But you’ve been dealing with boys not men,” he said. “I’m sure you’ve never been graded on your sexual performance,” he said and she nodded. “Let’s do a little review since I want you to understand.

“First of all, if you wanted to seduce me for your grade you could have come in here and done just that. You might have undressed for me or approached me seductively. You didn’t and you lost points. You couldn’t even tell me what you wanted to do – you lost more points. You did let me caress your body freely, and it is a beautiful body, but you did not guide my hands or my mouth to any of your erogenous zones or bring them to me. Again you lost points. You let me kiss you, but you were passive, not at all passionate, again you lost points. You stroked my body but only after I guided your hands to my crotch and you sucked on me only after I asked you to. Again you lost points. You sucked on me admirably but only until you sensed that I was going to cum and then you removed your mouth. I am willing to bet that it was because you didn’t want to taste my semen. If you had let me cum in your mouth, you would have earned bonus points and if you had taken me into your throat, you also would have earned extra points. When you slid my cock into your pussy, I was certain it was to avoid having me cum in your mouth. When I caressed your asshole, you pulled my hand away. For that you lost points. If you had let me take you in the ass, you also would have earned bonus points and if you had offered me your ass you really would have earned points,” he said. Barbara sat speechless as she heard him critique her ability as a lover. She knew that everything he had said was true but she hadn’t thought about pleasing him, only about her own sacrifice of her body for the sake of the passing grade.

“I must say that you do give good head,” he said as her thoughts were drawn back to what he was saying, “and your pussy is amazingly tight. Your love muscles are powerful and talented and for that you did earn points,” he explained. “Now, how many times did you cum?” he asked her.

“Six or seven,” she answered softly.

“I’m glad,” he said. “How could you have shown your appreciation for that experience, one I’m not sure you experience every time you are with a man?” he asked. He was right about the number of orgasms, she’d rarely had more than one or two and usually even less than that. She wasn’t sure what he had in mind though. She looked puzzled.

“If you have received pleasure from a man’s cock, you should lick and kiss it when you are finished, to show him how much you appreciate the pleasure he has given you,” her professor suggested. She’d never thought about that.

“In short, you are a good fuck but there is definitely a lot lacking in the attitude and the passion that goes into making love. You have a beautiful body, good technique and amazing potential but it all seems to be wasted,” he chided her. She had never been criticized for her skill as a lover and she sat flabbergasted on the couch. He waited for his words to sink in.

“Now, here are your choices as I see things,” he explained. “First, you can call this all off and fail my class. That will mean you don’t graduate and I’m sure that there will be ramifications elsewhere for that,” he said. Was he ever correct, Barbara thought to herself. “Second, I will give you a bonus of ten points on your GPA for our little encounter here and you can study your pretty, little ass off for the next quiz and two tests. That means you’re taking your chances. By the way, I should tell you that if you have to make up the class this summer, I am the only professor teaching it and you’ll find yourself back here with me and probably in the same situation,” he told her.

“Third, you can continue to be a passive participant and I will take you when and where I choose and you will get 5 points for today and 5 points for each future encounter, regardless of quality, until you get to 70 points. That means, let’s see,” he opened his grade book. Reaching for a piece of paper, he added up her grades and took the average – 53 points. “You have a GPA of 53, that means, four more sessions,” he said as he closed the book. “Incidentally, if this is your choice, it means that I will continue to do what satisfies me, regardless of how much it satisfies you. I doubt that you will enjoy the experience but you will come out none the worse for wear. At least I will have the satisfaction of knowing that I can have you whenever I want you and I can make you perform whatever sexual act that I want,” he said with a certain sparkle in his eye.

“And lastly, you can give yourself to me completely and learn something about what it means to be a lover,” he said with a smile. “After all I am a teacher and though I haven’t been able to teach you much about Humanities, perhaps I can teach you something about your body and the pleasures it can give and receive,” he suggested. Barbara was still in shock as she listened to him criticize her skills as a lover and present her options.

“You don’t have to decide now,” he said. “You consider your options until this evening,” he said. “Do you have a class tonight?” he asked and she nodded. “Good. I’ll be in the auditorium where your class meets tonight. After class meet me there and be prepared to make your choice and act on it,” he said. Barbara sat silently on the couch as she thought about her options. Part of her knew he was right, part of her was angry and thought he was an asshole for the way he’d criticized her. She didn’t know what to do.

He walked over and held out his hand. She placed her hand in his as she got up off of the couch. He walked her to the door. His hand slid under her top and he cupped her massive breast. “You think about it and see me after class,” he said as he held the door and gave her a playful swat on the ass as she left.

She spent the rest of the day mulling over what he’d said and her options. The more she thought about it, the angrier she got. That evening after class, she waited for him in the back of the auditorium. When the room was completely empty, she walked up to him. He gazed at her and she wore a pair of old, worn overalls that fit loosely over her magnificent body. Under the bib, she wore a half-shirt that fit tightly around her upper body. She looked good.

“What do I have to do?” she asked. Obviously, she hadn’t decided to learn anything. Actually, he was a bit glad that he’d be able to fuck her this way. Now he would only have to worry about satisfying himself.

“You almost done in here?” she heard someone yell. It was the security guard.

“I’ll go out this way,” he called back. “You can lock up and go home,” The guard nodded and closed the door.

“In there,” he said, pointing to a door that went into the next room. As he opened the door, he flicked the switch and the room got very bright. She looked at what appeared to be a small theater with a room set up in the middle of the stage. She saw that there was a large bed in the middle of the set and there were other furnishings.

“What is this?” she asked a bit concerned.

“Actually, this is a rehearsal hall and this is a set from a drama production,” he explained. “I thought this room would be a bit more private than the auditorium,” he said as he ushered her inside and closed the door. The bright lights would allow him to film their encounter with the cameras he’d positioned around the set.

“So you decided that you didn’t want to learn anything,” he chided her as he looked at her beautiful body. “Too bad, I guess I’ll just have to take you and just enjoy myself,” he said as he drank in her beauty. Walking around her body, he stepped up behind her and reached out, sliding his hands under the bib of her overalls. She could feel his hands as they rubbed across the firm muscles of her abdomen and she could feel his hard cock as it pressed between her firm asscheeks and then his hands slid up over her firm breasts. He squeezed her full breasts and then let his fingers slide up under the brass buttons that held the bib to the shoulder straps. In an instant, he’d opened them and her overalls fell down to the floor around her ankles. She stood before him, wearing only her top and a pair of microscopic panties. His hands slid back up to her breasts and he began to squeeze them as he rubbed his cock into the crack of her ass. He released his grip on her tits and then sliding his hands up under her top and peeled it up over her magnificent tits. His fingers closed around her taut nipples and began to pinch and twist her hard nubbins. She moaned as her body began to respond.

“Over here,” he said as he slid his hands down to her waist and then guided her body towards the large wooden table in the middle of the set. He pressed her hips against the table and then pressed her upper body down onto the tabletop. Barbara felt her warm tits mash against the cold surface of the table. She felt his hands slide down over her firm asscheeks and then he slipped his fingers under the narrow waistband of her panties. In one swift motion, he pulled her panties down to her knees and then pressed his cock to her naked ass. He rubbed his cock through the crack of her ass several times and then stepped back to open his pants. Pulling his cock from his pants, he pressed the tip down towards her pussy and then teased her swollen labia with the tip of his ramrod.

“Uugghhh!” she gasped as she felt him ram his cock all the way into her tight pussy. She could feel her pussy stretch to accommodate his huge cock as it filled her tight quim. She had never been taken so directly before in her life; no foreplay, no kissing, she was pretty dry inside and his cock did not slide easily into her tight pussy. Her body lurched forward until her thighs hit the edge of the table and her body stopped moving forward. His cock continued to ram into her tightness as he shoved it all the way in. She tried to lift her body up but he placed his palms on her shoulder blades and forced her back down onto the table. He continued to stroke his cock into her tight pussy and then slid one hand down across the small of her back to her hip. Holding her down on the table, he began to ram his cock deep into her magnificent, young body. She was unbelievably tight as he fucked her. She’d been pretty dry when he’d entered her but her pussy quickly began to ooze its sweet flow as he rammed his cock deep into her loins. She was a little surprised at how quickly her pussy moistened as he shoved his cock deep into her young body.

Barbara felt his cock piston into her tight pussy as her body lurched forward on the table and her huge breasts were mashed to the tabletop. As he continued to fuck her, he pressed her firm cheeks apart and gazed down at her puckered asshole. He’d decided to take her in the ass. Licking his finger, he pressed it to her tight sphincter and Barbara began to thrash about. It hurt.

“Be still,” he said as he prodded her asshole with the tip of his finger while his other hand pressed against her upper back and held her down on the table.

“Please don’t do that,” she pleaded as she turned her head.

“Why not?” he asked sarcastically as he pushed his fingertip into the entrance of her tight asshole and the young girl gasped.

“I’ve never done this before,” she confessed.

“Oh,” he said. “You see, I’ve already cum in your pussy and so I want to enjoy and fill each of your available holes,” he said as he continued to prod her ass with his finger. Barbara realized that his intent was to fuck her in her ass now and her mouth next time. She was not enjoying this experience at all. She’d thought she’d let him fuck her and be done with it but it wasn’t going to be that simple.

“Wait,” she said as she tried to lift her chest off of the tabletop.

“Yes,” he said as he shoved his cock all the way into her tight pussy and kept his finger stuck in the entrance to her asshole.

“I don’t think I want to do things this way,” she said.

“What do you suggest?” he said sarcastically as he continued to prod her tight sphincter.

“Can I take you in my mouth instead?” she asked as he shoved his finger a bit further into her tight and dry ass.

“Yes,” he said. Barbara pressed her hands to the tabletop and lifted her body slowly. Her professor stepped back and let his cock slide from her tight pussy. She turned her body to face him and looked down to see that his cock glistened with her own sweet juices. She looked up at him and then sank to her knees in front of him. Barbara could smell the sweet scent of her pussy on his cock and she swallowed hard as she realized what she was going to have to do. She had sucked on men before but she’d never let one cum in her mouth and she had never licked a cock that was wet with her own juices. He waited as she gazed at his cock but made no move to take him in her mouth. Then she felt his fingers slide around the back of her neck and pull her face to his cock.

Barbara reached up with her hand and grasped his cock and then closing her eyes she parted her lips and slid her mouth onto his ramrod. She tasted the sweetness of her own pussy as her tongue slid down the length of his cock. She felt him force her head up and down the length of his shaft as she began to suck on him. She didn’t particularly like the sensation of his forcing her head but she licked and sucked on him as she felt his cock get even harder in her mouth. His hips began to shove forward as she felt the tip of his cock prod against her soft tonsils as his cock filled her mouth. She could hear and feel his breathing quicken as he rammed his cock between her soft lips. She realized that he wasn’t going to stop until he came and she decided to help him do it so he would then leave her alone.

The professor felt Barbara reach up with her other hand and grasp his heavy balls through his pants as she gently squeezed his balls. Her hand began to rub the base of his cock as her tongue began to caress the sides of his shaft as she sucked on his cock. He began to moan with pleasure as he fucked her face. When his cock slid back, she flicked the tip of her tongue over the tip of his cock and he gasped. He pulled her face back down the length of his shaft but when he slid it back to the tip, she flicked her tongue across his piss hole and with a gasp he held her head tightly as his cock erupted in her mouth. Barbara wanted to pull her face away but he held her tightly. She tasted his salty cum as it sprayed across her tongue and filled her mouth, mixing with the sweet taste of her own juices. He watched her as his cum filled her mouth. She didn’t swallow. He wasn’t sure but he figured this was her first mouthful. With his cock almost out of her mouth, only the tip between her lips, her mouth had room to collect his cum. As he pulled her face back down his shaft, his cock filled her mouth and his cum began to ooze out of her mouth and down onto her chin and then drip onto her heaving breasts.

Barbara looked up at him as she knelt before him, her mouth filled with his cock and his cum as it continued to ooze out of her mouth. He smiled down at her and then he pinched her soft nose closed. Barbara couldn’t breathe and instinctively, she swallowed what was in her mouth and gasped for air. It was a cruel trick but it worked every time. Barbara had swallowed her first load of cum. Actually it wasn’t all that bad, she thought to herself. Releasing her nose, he again held her head and guided it up and down his shaft. She licked his cock but the intensity of his earlier fucking had passed. When he’d been satisfied, he eased his grip on her head and let her slide his cock from between her soft lips.

Barbara was stunned as he slid his cock back into his pants, zipped his fly and walked away from her kneeling body. She sat there on her knees, her panties stretched across her lower thighs, her top pulled up over her huge breasts, her tight sphincter a bit sore and cum dribbling down her soft chin and dripping onto her panting breasts. He was done and he was leaving. She was stunned.

As he got to the door, he turned and looked at her. “Tomorrow night after class, I am going to fuck you in the ass,” he said. Barbara sat humiliated and appalled as he walked away from her. “The door will lock behind you, when you leave,” he said as he closed the big lights and left the room. Barbara sat there for several minutes in the darkened room, getting angrier by the minute. She had never been treated this way and didn’t like it one bit. Finally, she got up and rearranged her clothes. She was fuming as she put her overalls back on and left the stage set. She had a lot to think about and the idea of him fucking her in the ass the way he was about to tonight, was troubling, to say the least.

Her professor would return early in the morning to retrieve the tapes.

Barbara spent the entire next day thinking about her options. It wasn’t like she hadn’t been around, after all this was college and people in college fuck. She had thought about what he wanted her to do and reconsidered her previous choices. She did not like the idea of being “taken” as he’d put it and maybe she did have something to learn but she was terrified of the idea of his huge cock being rammed into her tight, virgin asshole. She decided that if he planned to fuck her in the ass, that she had better do everything possible to make it as painless as possible, perhaps even pleasant. She thought about him and how she’d been so flirtatious with him all semester and realized that he really did turn her on and that she just might have something to learn about her body and how she could use it to give and receive pleasure. She was startled by just how precise his criticisms of her lovemaking had been. She decided what she would do and then spent the rest of the day thinking about how she was going to do it.

After class the following night, Barbara waited until everyone was gone and then approached him. He looked at her and saw that she wore a short top that buttoned down the front and tied just below her huge breasts and a very tight denim mini-skirt with a thick brass zipper in the front. It was very short and barely covered her magnificent ass. Her slender waist was bare and she looked very good.

“Can I ask you a question?” she said nervously. “If I decide to seduce you, as you put it, will you still want to fuck me in the ass?” she asked, her face filled with humiliation. He smiled at her.

“Don’t you realize how it all works?” he said to her as he reached out and cupped her chin. “You provide me with pleasure and in the process, I provide you with pleasure. You have a magnificent body and it is capable of giving and receiving enormous amounts of pleasure. When you give, you get. When you give, you can also ask for things that make you feel good. I was a bit rough on you last night but that can be totally changed if you decide to change. It’s all up to you, but you have to act, not talk,” he said. “You are afraid I want to take my pleasure in your beautiful ass. I’m sure you’ve never done that before. In fact, it can be wonderfully pleasurable if approached gently. If you are giving yourself to me, you can ask me to be gentle or rough with you, depending on what you want at the moment. You need to pay attention to how I am responding to know what I want you to do and in turn, I will pay attention to how your body responds to know what you like and want at a given moment,” he explained as Barbara began to relax. “You can also ask if you’re not sure,” he added. There was a long silence as she looked down at the floor. She was making the effort and he decided to help her a little.

“Do you want to give yourself to me?” he asked her. Barbara nodded meekly as he smiled at her. “I’m glad, I would much rather you give me pleasure and get pleasure than my having to take it. Besides, you just might learn something,” he smiled at her. “I want you to relax and think about all the fantasies you’ve ever had about seducing a man,” he said. That’s all she’d been thinking about for the entire afternoon. “Don’t worry about making a fool of yourself. You won’t. Your main aim now is to provide me with as much pleasure as you can. However, this time I am going to let you feel what it was like for me the other day with you. I am going to be very passive and you are going to have to do all the work. I want you to feel what it is like. I’m sure it is a feeling that you have given to a lot of men,” he said. Barbara nodded. “Let’s go in there,” he said. As they walked into the rehearsal room, Barbara took a deep breath and took the lead. She reached back for his hand and pulled him into the studio. As she walked, she reached up and pulled the tie just below her pendulous breasts. As they entered the room, he reached over and turned on the lights once again. Once up on the small stage, she turned her body and wrapping her arms around his neck, she kissed him passionately and rubbed her beautiful body against his, her pendulous breasts mashing firmly against his chest. She pressed her tongue into his mouth and probed his mouth with her soft tongue. Then she sucked his tongue into her mouth as she felt his hands wrap around her slender waist and then slide down over her firm ass as she ground her pussy against the huge lump in the front of his pants.

Barbara felt her body responding to his body as she threw caution to the wind and pressed his body back from hers. Reaching up to his shirt, she unbuttoned it and helped him slide it off of his shoulders. He tossed it aside as she nodded to him and he sat down on the edge of the bed. Barbara sank to her knees before him and then placed her hands on his knees. Leaning forward, she slid her hands up his thighs and rubbed the huge lump in the front of his pants. He smiled down at her and then she reached for his zipper and pulled it open with one hand as she unsnapped his jeans with her other hand. As she peeled open the front of his pants, she lowered her huge tits to his cock and rubbed her magnificent tits over his ramrod. Then lifting her body slightly, she guided his cock under the edge of her top and between her pendulous breasts. She heard him moan softly as she slid her body down and his cock pressed up between her huge tits. Slowly she rocked her body back and forth as his cock slid up and down between her magnificent breasts. As she gazed down, she could see the head of his cock slide out from between her breasts. She pressed her breasts together around his cock and continued to rock back and forth.

Then easing his cock from between her breasts, she reached around his thighs and pulled his pants down and then slid her hands all the way down his legs, dragging his pants as she went. She sat back and removed his sandals and then slid his pants off. Reaching up to his briefs, she peeled them back over his cock and then down his long legs. She looked at his ramrod as it stuck straight up before her. She pressed his thighs apart and then inched closer, lowering her face to his crotch as he felt her warm breath on the soft skin of his cock.

Wrapping her hand around the base of his cock, Barbara held it firmly as she kissed the tip of his cock and heard him moan deeply. She wrapped her lips around the head of his cock and licked the tip with her tongue as he leaned back and propped himself up on his elbows. She looked up at him as his cock lay between her soft lips. He smiled at her as she continued to lick the tip of his cock. Slowly, Barbara teased his cockhead with her tongue as she sucked on the tip of his cock. Then sliding her lips over the top, she licked the length of his cock all the way down to the base. Her other hand came down to his heavy balls and she massaged them as her tongue caressed his cock. He stretched his legs out around her body as she knelt before him and licked his cock. She lowered her mouth to his balls and sucked his hairy balls into her mouth and massaged them with her lips and her tongue. She heard him moan again as her finger slid into the crack of his ass and teased his puckered asshole.

Her professor watched as Barbara tried her best to seduce him. She licked his cock as her tongue traced its way all the way back to the tip. Then wrapping her lips around the head of his ramrod, she slid as much of his cock into her mouth as she could. He moaned deeply as her hands continued to massage his balls as her lips and tongue pleasured his cock. She looked up at him and saw that he was smiling. Then she sat back on her knees and lifted her face from his crotch. Reaching down to her huge tits, she rubbed her hands over her full breasts and then brought her fingers to the two buttons that remained closed on her top. He watched as she slowly opened the two buttons and then her fingers slid between her full breasts and she peeled open the front of her top. He gazed down at her pendulous breasts as she pulled the shirt back and slid it off of her shoulders. What a magnificent body she had and it was his to enjoy.

As she dropped the top on the floor, she rose up and then leaned forward as her huge tits swung forward under her chest. Then lowering her chest, she rubbed her huge tits across the length of his ramrod. She positioned her dangling breasts astride his ramrod and then dragged her huge tits back and forth over his cock. She looked up at his face as she teased his cock with her tits. Reaching down to his cock, she lifted it up and then wrapped her magnificent tits around the length of his shaft. She glanced down and could see his cock pressed between her pendulous breasts as the tip stuck up from between her tits and pointed at her face. Slowly, she began to move her body up and down once again as his cock slid back and forth between her massive tits. She pressed them tightly around his shaft as she fucked his cock with her huge mams.

Barbara massaged his cock with her huge tits for several minutes as he moaned softly. She kept pressing her tits around his ramrod as she slid her body back and forth. Finally, she let go of her tits and brought her lips back to his cock and sucked it into her mouth. She wrapped her lips around the head and then let her tongue tease the tip and especially the small hole at the head. She could feel his body begin to respond.

After sucking on his cock for several minutes, the young beauty eased her lips from around his shaft and sat back on her knees. Reaching down to the large ring on the front of her mini-skirt, she pulled up on it as it opened. Rising up on her knees, she pulled the ring to the very top and the skirt fell open. Barbara reached down and lifted his lower legs and as she pressed forward, he slid his body back all the way onto the bed. Barbara pressed down on the edge of the mattress and lifted her body up. She looked down at his naked body. He looked up at her as she stood before him, naked except for her tiny thong, her huge tits standing out proudly. She brought her hands up to her firm breasts and rubbed them gently. Sliding her hands down over her narrow waist, she hooked her thumbs into the waistband of her panties and then leaning forward, slid them down her long, tapering legs as her huge breasts swung forward.

Her professor spread his body out on the bed and she knelt on the mattress between his legs and crawled forward. He watched as her huge breasts swayed gently below her chest as she crawled forward on the bed. He smiled up at her as she once again lowered her mouth to his cock and sucked the head between her soft lips. He moaned as she sucked on his cock, and her long, dark hair cascaded over his crotch.

Here she was, naked and seductive and he was totally passive. She’d never had a man react that way to her body before. Now she was beginning to understand what he’d said earlier about her passivity. She made the connection and now decided to really do her best.

She licked and sucked on his manhood until she began to move forward and lick and kiss her way up his body as her huge tits dragged along his chest. He felt her hard nipples rub across his body as she straddled his waist and then lowered her huge tits to his lips. He sucked her nipple between his lips and teased it with his tongue as she ground her pussy against his crotch. This was the first active thing he’d done since she’d started pleasuring his body with hers. He switched to her other breast and then sucked her nipple into his mouth. Barbara moaned softly as she felt his lips and tongue caress her rock hard nipple.

Lifting her tits from his mouth, she slid her body down and rubbed her soft pussy over his ramrod as she mashed her huge tits to his chest. She felt his hands wrap around her body and then slide down over the firm globes of her ass. She ground her pussy hard against his cock and then kissed him passionately as her tongue probed deep into his mouth.

He had planned to be totally passive but given her powerful seduction, he couldn’t help himself. She felt his hands cup her firm globes as he seemed to be pulling her body forward. She raised her lips from his mouth and began to move forward. He pulled on her body as she raised her chest from his and he guided her forward until she straddled his face. He could smell the sweet, powerful scent of her quim as he pulled her pussy to his mouth. Barbara gasped as she felt his tongue slide between her moist labia and suck the sweet juices that oozed out of her pussy. She braced her hands on the headboard of the bed as she felt his hands wrap around her open thighs and press her pussy to his face.

“Aaaghh!” she screamed softly as a powerful orgasm wracked her beautiful body. She felt her body begin to quiver as his tongue caressed her most intimate flesh. Again her body stiffened as a powerful orgasm overwhelmed her young body. She felt his fingers slide into the crack of her ass and gently tease her tight sphincter as his tongue probed her pussy and licked her sweet cum. She ground her crotch against his face as she felt him suck her erect love button between his soft lips. Gently biting down on her clit, he teased the tip with his tongue as orgasms began to ripple through her magnificent body.

After several minutes, he pressed her ass up and then forward as he let his tongue slip into the crack of her magnificent ass. Barbara gasped as she felt his soft tongue lick at her tight sphincter and much to her surprise, her body began to shake with excitement. She looked down as the top of his head stuck out from between her open thighs and her huge tits were heaving with passion as he excited her naked body. Barbara wanted his cock inside of her and she wanted it now.

Lifting her body from his face, she slid back and lowered her panting tits to his mouth. He sucked her hard nipple into his mouth as she slowly moved her lower body backwards and then lowered her drenched pussy down onto his ramrod. Barbara rubbed her soft muff across the hardness of his cock and then slowly rolled her hips until she was able to trap the tip of his cock between her very moist and very engorged pussy lips. Bracing her hands on the mattress, she lifted her chest from his mouth and then slowly eased her body back and down as his ramrod slid easily into her tight and exceptionally wet pussy. He smiled up at her as she buried his cock to the hilt in her tightness.

She gasped as he flexed his cock deep in her loins and her powerful inner muscles clamped tightly around his impaling shaft. Slowly, she pressed her body forward as her huge tits swung gently above his face and her pussy slid up the length of his ramrod. He watched her as she began to piston her body up and down his ramrod as her huge tits bounced gently below her chest. He moaned with pleasure as she fucked him. His hands came up to her bouncing titflesh and he squeezed and teased her huge tits as she impaled her beautiful, young body onto his ramrod. He raised his knees behind her as she leaned back and then bracing her hands on his knees, she pistoned her pussy up and down his cock as she rolled her hips with each thrust. His hands came to her open thighs and then slid down their length until they met above her oozing pussy. His thumbs teased her open labia as his cock disappeared into her seething quim. As her body moved along his ramrod, his thumbs found her erect clit and he began to tease it with his thumbs. Barbara could not believe the sensations shooting through her pussy as she thrust her pussy down hard onto his impaling cock and his thumbs massaged her most sensitive clit. She screamed as her body erupted in the most powerful orgasm of her entire life. She watched his face as she rammed her pussy onto his cock and orgasms continued to ripple through her sweet loins.

He was trying desperately not to cum but her tight pussy and the rolling of her hips was getting to be too much for him. She watched his face and realized that he was almost at the edge. She smiled at him and throwing her body forward, she crushed his chest with her huge tits as she rammed her pussy down hard onto his cock and her powerful inner muscles grasped at his invading cock.

“Aaaaaggghhh!” he screamed as he shoved his hip upwards and she screamed with passion as his cock erupted deep in her tightness and her own powerful orgasm overwhelmed her. Her huge tits heaved as they pressed against his chest and her powerful muscles milked every drop of cum from his spurting cock. She felt his hands caress her back as she continued to milk his cock and then she pressed her lips to his and probed his mouth deeply with her tongue as his cock filled her tight and very drenched pussy.

“Now isn’t’ this much better?” he asked her as she collapsed on his chest. All he heard was a soft moan as she squeezed his body with her arms and legs. She lay silently on his chest as her breathing eased and then she stretched her long legs out beside his as he hugged her body to him. She waited as she felt his cock begin to soften inside her body. When it finally slid out from between her drenched pussy lips, she lifted her body slightly and slid down over his body as she dragged her huge tits over his skin. He moaned as he felt her huge tits brush over his moist cock and she felt the stickiness of their cum as it coated his shaft. Lowering her face to his crotch, she licked the length of his shaft with her tongue as she kept her arms forward around his chest. She heard him moan as her tongue caressed his shaft and then she wrapped her soft lips around the head of his cock and sucked it all the way into her mouth. He continued to moan as she caressed his cock with her talented tongue. She felt his fingers slide through her thick hair but he gently held her head and guided her mouth – it was so different from the previous day when he held her head and shoved his cock down her throat. She liked the feel of his fingers as he massaged her scalp.

Having licked all of the cum from his cock, Barbara once again lifted her body up and dragging her huge tits over his stomach once again, lay down across his body. The two of them rested quietly as she felt a warm glow envelop her young body. She had done a fair amount of fucking in her young life, but nothing to compare with what she’d just experienced. Both of them dozed off.

When he awoke, he wrapped his arms around her sleeping body and rolled them over. Barbara lay spread open on the bed as he began to lick and nibble his way down over her magnificent body. She began to moan as he sucked her nipple into his mouth and gently caressed it with his tongue. Moving to her other breast, he sucked her other nipple to hardness and then began to nibble his way down her sleeping body. Licking at the edges of her pussy, she began to awaken as she felt his tongue probe between her engorged pussy lips. She relished the sensations that were coursing through her body as his tongue probed deep into her oozing pussyflesh. He sucked her clit between his lips and began to tease the tip with his tongue. Barbara moaned as her hips began to rotate, pressing her pussy closer to his tongue.

He trapped her clit between his teeth and gently applied pressure as his tongue teased the head of her love button. Her body convulsed in a powerful orgasm as he continued to tease her clit. He extended his tongue and licked between her open labia. She moaned with pleasure. Again he moved his lips to her erect clit and caressed it. His teeth applied pressure and his tongue teased it as she again exploded in a powerful orgasm. It seemed that he was able to bring her to one orgasm after another, almost at will and her body just succumbed to the passion of his caresses. Barbara was fully awake now and could feel her huge tits heave as her breathing was labored as he brought her to one orgasm after another.

Lifting his face from her pussy, he turned his body around and straddled her face as he once again lowered his mouth to her seething pussy. Barbara looked up and saw his cock hanging above her face and as she reached up with her hand, she guided his hardening cock to her moist lips. She heard him moan as she wrapped her soft lips around the head of his cock and licked the head. Then he spread his knees apart and lowered his cock all the way into her mouth. He continued to suck on her clit as her hips were shaking wildly and his cock filled her mouth.

Sliding his arms around her thighs, he pulled her legs up and then pulled them back, folding her body in half as her pussy pointed towards the ceiling. He continued to lick and probe her tight pussy as she felt his warm breath on her spread ass. He pressed his nose into the crack of her ass as his tongue probed deep into her quim. Barbara was wondering if he was going to go after her tight asshole and he wasn’t planning on disappointing her. As his tongue teased her pussy and ass, his fingers descended deep into her dripping pussy and he probed deeply into her seething love hole.

Her body shook as she felt his tongue caress her tight rosebud. She’d never allowed a man to touch her asshole before and it felt strange yet wonderful. Her ass was fully spread and she felt his warm breath in the crack of her ass. His tongue licked over her sculptured globes and then descended into her crack. Her body began to shake as his tongue teased her asshole and his fingers probed her tight pussy. Then she felt the tip of his tongue press inside. She gasped as she felt the tip of his tongue enter her asshole as his fingers probed deep into her seething quim. She’d never had both of her holes filled before and it felt strangely erotic. His tongue continued to lick at her tight sphincter as she sucked hard on his cock as it filled her mouth. Her fingers wrapped around his hairy balls and she massaged them as she felt his wet fingers prod her tight sphincter. The combination of his finger and his tongue did not hurt. It felt good and passion began to overwhelm her writhing, young body.

Slowly and gently, he began to open her asshole up with his finger and tongue. Her body began to buck as he teased her pussy and asshole with his fingers and tongue. Her sucking on his cock became stronger as she felt her body overwhelmed by what was happening to her. Suddenly she felt him press her cheeks apart and his tongue began to tease her opening asshole. She gasped as she felt his tongue press all the way into her asshole. She was surprised at how good it felt and how much it excited her. As his tongue probed her virgin asshole, his thumb descended into her dripping pussy. He pumped gently into her twin holes and then she felt his thumb press against her sphincter. She gasped as he easily slid his thumb all the way into her ass. She could feel her sphincter close around his invading digit as he gently pumped it into her virgin asshole.

Lifting his cock from her mouth, Barbara realized that he was ready to take her. He turned his body around as he allowed her to lower her long, sleek legs. She braced her feet on the mattress as she lifted her hips slightly. As he lowered his body into her sweet saddle, Barbara reached down and grasping his cock, guided it between her spread thighs. She was a bit surprised that he aimed his cock into her oozing pussy. She felt him slip his thumb out of her ass as he slid his cock all the way into her tight pussy. Barbara began to roll her hips to meet his thrusting cock as he fucked into her magnificent, young body. She lifted her legs and wrapped them around his body as he fucked into her tight pussy. Then she felt him slide his hands around her thighs and pull her legs up further as he tucked them under his shoulders, bending her beautiful body in half once again. With her legs positioned this way, his penetrations of her pussy were maximal and he rammed his cock deep into her oozing pussy as once again orgasms began to ripple through her young body.

Pulling his legs up close to her body, he sat back on his knees as her legs pressed against his chest. He gazed down at her panting titflesh as he wrapped his fingers around her lower legs and then slid them up to her slender ankles. She looked up at him as he slowly pulled her legs wide apart. Slowly he lifted her legs slightly as he held them wide apart and continued to thrust his cock into her seething pussy. Barbara felt her huge tits rolling on her chest as he fucked deep into her young body. Then he pulled her legs to one side and she felt her body begin to roll over as he kept his cock buried deep in her tightness. Barbara realized what he wanted to do and helped him roll her over onto her side. He lifted his leg over her soft thigh and continued to thrust into her body as she moved her upper leg forward. His hand moved down to her heaving breast and he squeezed her firm tit as his other hand came down to her ass. Barbara’s body was writhing as she felt his cock piston into her tight pussy and his hands tease her tits and ass.

Then he stopped in her body and pressing on her upper leg, she rolled over completely onto her chest. She felt her huge tits press against the firm mattress as her long legs splayed out wide below him. She laid her head on the pillow as his cock began to move in her tightness once again. He lowered his body onto hers and she felt his hands slide under her breasts as his cock began to move in her pussy once again. As he fucked deep into her pussy, her clit rubbed against the soft sheets and in a moment orgasms began to ripple through her beautiful body once again. She felt his legs move between hers as he lifted his legs over hers and then bending his knees, slid his knees up beside her slender waist and sat up. Barbara moaned as he continued to shove his cock deep into her pussy and his hands teased her massive breasts.

Barbara felt his hands slide down to her flaring hips as he lifted his body and pulled her up onto her knees. Her body rose and she pressed her hands to the mattress as her huge breasts hung heavily below her chest. He adjusted his body slightly and continued to ram his cock into her tight pussy as her huge tits began to bounce back and forth below her chest. He gazed down at her stretched sphincter and then reaching under her body, he rubbed his fingers along her drenched pussy lips. Then leaning back again, he pressed his fingers, coated with her cum, into the crack of her magnificent ass and Barbara gasped as she felt the moistness slide into her tight asshole. For the first time in her life both of her holes were filled completely. Gently he began to probe her ass as her sphincter began to stretch once again. It was not painful, though she could feel the stretching. As her ass opened, he slid a second finger into her hole and began to gently fuck her ass with his fingers as his cock continued to fuck into her tight pussy. Barbara’s body began to heave at the double assault on her twin holes. With a loud gasp the young beauty came powerfully, flooding her tight pussy with her warm flow. She had never had both of her holes filled at the same time. Finally, he slid his fingers out of her ass and pressed his thumb between her sculptured orbs and deep into her opened asshole. As he fucked her pussy with his cock, he fucked her virgin ass with his thumb and her huge tits bounced wildly below her chest as she came again. Barbara gasped and lowered her massive tits to the mattress as her twin holes elevated for his pleasure and her own.

He continued to fuck her this way until he felt that her asshole was open enough to accommodate his cock. Then easing his cock from her tight pussy, he looked down and could see that it was coated completely with her warm, wet flow. Adjusting his position slightly, he pressed the tip of his cock to her virgin asshole. Barbara gasped as he slid his thumb out of her ass and pressed the tip of his cock against her open sphincter. He wedged the tip inside and then brought his hands down to her smooth hips. Holding her tightly, he slid his hips forward slowly as she felt his cock begin to press into her virgin asshole. As the tip entered her body, she moved forward slightly.

“Give me the pillows,” he said softly and Barbara reached forward and pulled the two pillows back around her side. Her professor slid them under her body and then slowly eased her down onto them as he kept his cock wedged into her asshole. Barbara felt the pillows under her hips as her ass was pressed upwards and her huge tits mashed to the mattress.

“Relax,” he whispered as he leaned forward and kissed her on the back of her slender neck. A chill ran through her young body. Then he lifted his upper body and slowly lowered his hips as his cock began to move into her tight asshole. Barbara felt his cock penetrate her tight asshole as it slowly pressed into her open sphincter. She was surprised that it didn’t hurt. Her hips were thrust upwards by the pillows as his cock slowly descended into her bowels. Barbara gasped as she felt the length of his cock slide all the way into her virgin asshole as his hips finally pressed against her firm asscheeks. He was all the way in. He waited as his cock filled her virgin ass and her tight sphincter stretched a bit more to accommodate the thickness of his cock. She felt his tongue tease the nape of her neck and nibble at her ear. She gasped as a deep shudder enveloped her body.

“Aaahhh!” she gasped as she felt his body begin to move and his cock slid out of her ass. When only the tip remained buried in her asshole, he then slid forward slowly as the warm, wet flow that coated his cock lubricated her tight asshole. Gently, he began to slide his cock in and out of her ass as her body began to respond to her first ass fucking. When she felt that her sphincter had fully stretched, she braced her hands on the mattress and as he pulled back, she lifted her ass and pressed her body backwards until she knelt before him. She felt his hands on her hips and he continued to piston his cock into her virgin ass as she pressed her hips back to meet his thrusts. Once again she felt her huge tits begin to bounce wildly below her chest as her nipples dragged across the soft pillows. She felt him lean over her body as his hands came under her chest and squeezed her massive tits as he rammed his cock deep into her virgin ass. She was really surprised at how much she was enjoying the experience.

Cupping her heaving tits in his hand, he lifted her upper body and sat back on his knees, bringing her with him. She sat on his lap, his cock buried to the hilt in her magnificent ass. As his hands caressed her panting tits, she ground her ass onto his impaling cock. His hand slid down from her breasts and then eased between her open thighs. He began to caress her pussy as his cock filled her asshole. Then his other hand came down to her pussy and he peeled her swollen labia apart and began to tease her erect clit as a powerful orgasm ripped through her body. He quickly brought her to another orgasm and then began to nibble on her soft shoulders. Barbara hips were in a constant state of motion as she teased his cock as it filled her virgin asshole.

Pressing her body forward once again, she went back to all fours and then he pressed her back down until she was lying prone on the bed, her hips thrust upwards by the pillows. Barbara felt him lower his body onto hers as her huge tits were mashed to the mattress. His hands slid under her breasts as she felt his legs slide out and press along the outside of her own legs. He nibbled on the nape of her slender neck as his cock slid in and out of her virgin asshole. His hands slid down her arms and he grasped her wrists as he pulled her arms out to her sides. His fingers slid between hers and he grasped both of her hands in his. Holding her hands firmly to the mattress he lifted his body slightly and began to really thrust into her virgin asshole. Barbara felt like she was forced down onto the mattress and she relished the feeling of being immobilized between his hands and his huge cock as it pistoned into her naked body. Her ass began to rise to meet every thrust into her loins.

He brought her arms down to her sides and then slowly he began to roll them over, first onto the side and then he rolled onto his back as she lay on top of him. Her long legs splayed out to either side as she felt his hands released her own and began to caress her body. He teased her tits, playing with her very erect nipples and then his hands slid down to her spread pussy and teased her drenched quim as his cock filled her ass.

Feeling his hands slide under her soft shoulders, he pushed upwards and Barbara, sat up on his body. She pulled her legs back and knelt astride his hips as his cock filled her ass. Leaning forward, she braced her hands on his raised knees and began to thrust her body up and down on his impaling cock. Barbara began to really ram her ass down onto his cock as he felt her powerful muscles begin to clamp tightly around his invading ramrod. She felt his hands on her hips and then they slid up across her ribs and pulled her gently backwards. Barbara braced her hands beside his chest as her back arched and her huge tits were thrust forward. She changed the position of her legs, lifting her knees and bracing her feet on the mattress. He watched as she lifted her ass and began to rotate her hips as she plunged down hard onto his ramrod.

She could hear him moaning as she fucked her ass hard onto his shaft and she gasped each time his huge cock filled her tight asshole. She got a very determined look on her face and braced her body as she ravaged his. It was going to be very hard for him to resist her tight ass and as she thrust her asshole onto his cock, he finally grunted loudly and rammed his hips upwards as she felt her ass impaled completely on his cock and it erupted deep in her bowels, sending buckets of hot cum to fill her virgin ass. Barbara gasped as another powerful orgasm enveloped her beautiful, young body and then she fell backwards onto his chest as her thighs remained raised and spread. She felt his tongue on her ear as his hands came up and caressed her heaving titflesh. He held her tightly as he kissed her neck and ear and she brought her hands up to his and held them firmly to her breasts.

Barbara lay silently on top of his body, his cock still buried deep in her ravaged ass. She relished the feeling of his hands on her body and his cock in any of her holes. She rested for a moment and then remembering what he’d said the first time, she lifted her body up and then eased her ass from his cock. Turning around between his legs, she looked down at him and then traced her eyes across his chest and down to his spent cock. Both of her hands came down to his cock and then she leaned forward and parting her soft lips, she wrapped them around his cock, sucking as much of his shaft into her mouth as she could fit. He moaned deeply as he felt her talented tongue caress the sides of his cock as her fingers closed around his hairy balls. He watched her as she licked and sucked on his cock.

When she had licked all of the cum from his cock, she sat back on her knees. He smiled up at her and extended his arms. She eased her body forward as she lowered herself onto him. Her huge, panting breasts grazed across his firm stomach and then slid down over his chest as she lay her magnificent body across his. She felt him wrap his arms around her as he kissed her cheek and then their lips met and he pressed his tongue between her lips and probed her mouth with his tongue. She lay silently on his chest as her panting breasts pressed against his chest and his spent cock brushed against the soft skin of her inner thighs as cum oozed from her twin holes. She drifted off to sleep for a moment as he caressed her back.

After a moment or two, he rolled her over onto her side and then onto her back as he once again lay in her warm saddle. She looked up at him as he lowered his mouth to hers and they kissed once again. Then he rolled off of her and she rolled onto her side and placed her head on his chest as he wrapped his arm around her soft shoulder. She was amazed at how good her body felt. When he finally got up, he helped her to sit up and then stand. He kissed her as he caressed her breasts and then the two of them began to get dressed. Gathering up their things, he turned off the lights as they got to the door.

“This was excellent,” he said to her as his hand wrapped around her slender waist. “Much better than last time,” he said. She nodded as she smiled.

“What was my grade?” she asked.

“Well, let’s see. With bonus points, 110,” he said. “You keep this up and you could ace my course,” he teased. Barbara smiled at him. She did end up with an “A” in the course by the time the semester ended.