Loading...Amy stormed into her dorm room and threw her books on her desk.
“Damnit, I’m freaking failing this class!”
Her roommate Carey looked up at her, wide eyed, from her computer.
“What class is it?” she asked, eyeing her rather angry friend.
“Stupid Computer Science! I fucking hate it, but I need the stupid credit!” Amy snarled, her voice sharp.
“The professor sits up there, all high and mighty, and thinks that we can ‘magically’ understand all of his geek speak. I mean, come on, we’re not all geniuses.”
She flopped onto her bed in exasperation, her red hair fanning out over the pillow. She didn’t want to mention to Carey that she’d secretly been lusting over the guy who was teaching the class while she was supposed to have been taking notes. And that for all the time she’d wasted dreaming about a night with him instead of paying attention, he didn’t seem to notice her at all.
Carey frowned along with her friend and asked, “Isn’t that Professor Moore’s class? He’s a newer prof, ain’t he?”
“Yeah, he’s new,” Amy sighed, ” and he’s tough. Really tough! Have you ever seen him?”
“Why? Is he cute?” giggled Carey.
Amy rolled over onto her belly, her pillow hugged to her chest.
“Well, maybe he is,” She grinned. “Why don’t you judge for yourself? Come to class with me tomorrow and see!”
Carey giggled harder. Amy rolled back over, holding her pillow tighter still.
“What the hell! Why not?” Carey said.
Amy looked at her upside down from the bed. She hadn’t expected that answer, and now didn’t quite know if a tag-along critic was what she really wanted. Especially one who knew her well enough to realize that there was no way she should be in this much trouble in what should have been a simple class for her. Oh well!! It was out there. No graceful way to back out now.
“Sure, why not?” Amy repeated, trying to be enthusiastic. “I could use the moral support.”
The next day, the two girls found themselves walking across the quad towards the Computer Sciences building. Neither said very much. Carey seemed uncharacteristically lost in thought. Amy was trying to come up with any sort of a good excuse to go this one alone.
“Maybe you should talk to him,” Carey finally offered. ” I’ll bet he’d be willing to help.”
Amy just shrugged and held her books tighter to her chest. Her glasses slipped a bit, and she pushed them back up with a practiced motion. Finally, she made the decision to come clean.
“Ok, ok, so maybe he would help. I haven’t talked to him because…well…I have a bit of a crush on him, and I’m a bit tongue tied around him, ok?”
She rushed through the last few words, hoping maybe they’d just slip by.
Carey looked at her with both approval and amazement.
“Ah-ha! I knew it had to be something like that!! He must be cute!” Carey giggled tauntingly.
“Terrific,” thought Amy. “Just what I need!!”
She hadn’t wanted to mention her crush to Carey because Carey had no problem attracting guys and being able to talk to them. With her long straight light brown hair, her ready smile and knockout curves, she had them eating out of the palm of her hand in minutes. Even though she wasn’t a wallflower by any stretch, Amy had always felt a bit dowdy around Carey. She was shorter but curvy, and her long red hair and fair skin were enviable. Today she had her hair back in a ponytail and was wearing an oversized mans dress shirt, tied up to show just the right amount of skin over her tight, hip-hugging jeans. Still, she had herself convinced that all the sideways glances from they guys they passed as they walked must’ve been aimed at Carey, not her. Finally they reached their building, and as they entered the classroom, Carey’s giggles echoed in her mind, haunting her.
Class was torture, with Carey whispering dirty or suggestive remarks in her ear all the time. From the moment the professor entered the room, she couldn’t concentrate at all…as per usual. She watched his mouth as he lectured, his lean frame as he walked in front of the whiteboard, and became more and more nervous as the class drew to a close. When the bell rang, Carey pushed Amy towards the desk as the rest of the students filed out. With a nervous look over her shoulder, she approached the professor and cleared her throat.
“Um, Professor Moore? Can I…um…talk to you for a minute?”
He looked up from gathering his notes into his attaché case to see who had approached him.
“Um…..Amy? Right?” He said, waving at the final few students as they filtered out of the lecture hall.
Carey saw her friend’s face flush when she realized that he actually knew her by name from the sea of anonymous CompSci students.
“And you?” he said, turning to Carey, “I’m afraid I don’t recognize you. What happened? Did Amy drag you along to try to keep her awake during class? I see she didn’t nod off, so you must’ve been keeping her stimulated.”
Carey snickered, thinking about what the teacher would think if he really knew what she’d been doing to keep Amy’s attention.
“Nice to meet you. My name’s Carey. And yeah…I’m just passing through today.”
“Well Carey, I’m hoping you’ll be a positive influence on your friend here. For reasons I can’t explain, she’s just hanging on by a thread in this class. I’ve seen her transcripts and have no idea why this is such a struggle for her.” He turned his attention over to Amy. “But I’m afraid the bottom line is that if you don’t do something to turn yourself around soon, you’ll be right back here taking this class again next semester.”
Amy felt a bit ill hearing those words spoken out loud.
“So ladies, what can I do for you?”
“Um…look, Professor, I really need to pass this class, and I’m wondering if there is a way to get some tutoring, or make up work, or…”
Amy faltered, her courage deserting her in the face of his stern look. She licked her lips, and tried to summon up her arguments again. Carey kicked her ankle, and she stumbled forward, spilling her book and notes onto his desk. Red faced, Amy mumbled an apology, and the professor stopped her with an upraised hand.
“Really Amy, you’re almost too far behind as it stands. I don’t think that makeup work is going to cut it. Tutoring might help, but the semester is almost over, and I really don’t see what we can do.”
Amy’s eyes watered, and she nodded mutely as she gathered up her books and notes she had spilled. The professor helped gather a few of her papers nearest him, and after glancing at them he paused and looked at her with a raised eyebrow. She blushed fiercely when she realized that the notes he held were from the day before, and they weren’t computer science jargon. She had been daydreaming about kissing him and writing about it during the class.
He cleared his throat.
“So…I’m beginning to get an idea of what the problem is,” he said, his face becoming even more stoic than before. The whole situation was calling up memories of how she used to feel as a kid when her father would scold her for something she had done, and she had to genuinely fight the urge to just turn and run away. Even Carey felt a bit awkward standing there, watching the scene unfold.
“Look,” he continued, “If there’s one thing that burns me, it’s a talented student throwing away a promising situation because her mind isn’t where it should be in class. I know what you’re capable of. I know this should be a snap for you.”
She squirmed uncomfortably in place. He sighed, and thought for a moment.
“I’ll tell you what. You’re not going to get an A in this class, but you’re not guaranteed an F either. If you really ace the final, you’ve got a chance of squeaking out of here with a D. Why don’t you swing by my office tomorrow evening and I’ll give you a one-night, crash tutoring session. You’re bright. You should soak this up in a snap! Maybe it’ll be enough to just put you over the top.”
Her face brightened.
“But…” he continued, “You’d better come prepared to study! A semester’s worth of review in a night isn’t gonna be a piece of cake!”
“Oh don’t worry!!” Amy said, suddenly hopeful, “I’ll make you proud of me!”
“So go on then! Get out of here, and I’ll see you tomorrow…my office, 7:30.”
“Don’t worry, Mr. M!” Carey replied. “I’ll make sure she’s ready!”
Amy could barely make it through the next day. Luckily she didn’t have his class that day so she was able to block it out and focus on her other work. But then as the evening rolled around, she was starting to get the nervous jitters. Carey noticed, and just had to razz her a bit about it.
“Oh come on, lighten up you dweeb! You’re finally going to get a chance to see him all by yourself, and all you can do is fret about it.” She started rooting through Amy’s closet, pulling out top after top. “Damn, woman, don’t you own a single piece of clothing that shows of any kind of skin?!”
“I’m going there to study, Carey, not get laid!”
Amy looked at her friend with exasperation.
“Yes, I think he’s hot, but he’s not going to want anything like that from me.”
Carey looked at her from over her shoulder and smiled.
“Amy, take a chance. He’s young, cute, and he’s the one who made this late study session. It’s the perrfect opportunity!”
She grabbed out a black button down shirt, and tossed it aside.
“That’s it, I’m loaning you one of my shirts. I didn’t realize what a sorry shape your closet was in.”
Amy rolled her eyes, and nervously chewed a fingernail. Carey started tossing tops at her.
“Look, I know that you can be very shy, and that you haven’t had a lot of action. Is there anything I can do to help you relax?”
Amy shook her head, then started to pull off her own shirt to try on Carey’s. Carey looked at her friend with a bit of gleam in her eye. Amy had beautiful breasts that swelled with every breath, and her hips flared very nicely into her low rise jeans. Carey leered at her and said, “If he says no, he is missing out!”
Amy blushed. She pulled on a tight tank top that Carey had given her that left very little to the imagination. Carey smiled in a naughty way and winked. Amy looked at herself in the floor-length mirror, and shifted around,
“I think I’ll borrow this one,” she said, thinking that maybe she might…just might… take a chance after all.
Carey followed her to the professor’s office that evening, giving her all kinds of flirtation advice.
“If he comes over to point something out, brush your hand against his! If you have to go to him, lean over enough to give him a glimpse of cleavage…and hold it there for a second! Trust me, he’ll get the idea.”
Amy nibbled nervously on her lower lip and sighed. It wasn’t like she didn’t want to give it a try, but she was afraid that he would take offense and ask her to leave and that would lead to even more awkwardness in the classroom. Possibly also, she thought, to her dismissal from school.
“All right Carey, leave it be,” she said finally, her nervousness making her voice tremble just a bit. Carey looked at her friend and gave her a hug.
“You’ll be all right Honey. And hey… I’ll be just outside in case you need backup,” she said with a big grin.
Amy grinned back at her, trying to match her friend’s irrepressible good humor. Then she straightened her borrowed top, took a deep breath, and summoning up her moxie she knocked boldly on his office door. When he said, “Come in,” Carey gave her a big thumbs-up, a naughty wink, and sent her on her way.
She stepped into his office for what she realized was the first time. It was a bit more pedestrian than she’d imagined…bookshelves, closet, large desk, a few chairs, small sofa against the wall. Somehow she’d envisioned a swanky oak and velvet office for him, like you might see at Harvard or Oxford. And then she noticed him. He sat behind the desk, looking down at his notes as always. He was dressed much more casually this time. Gone were the professor’s slacks and ties from the classroom. Instead he was wearing a simple white T-shirt and a pair of vintage jeans. Amy did a double take when she saw him. She had to remind herself that this was a teacher and not some upper-classman that she might run into in the dorm or the local Starbucks.
“You know,” he said thoughtfully, and then finally looked up at her, “I’ve been thinking about how this would go all day long.”
Her heart leapt at those words. She had been thinking about it too…about a taboo late-night rendezvous between teacher and pupil.
“And I’ve decided,” he continued, “That the best way to go about this would be to pretty much summarize each unit we covered. It’ll go quicker that way, and you’re bright enough to read between the lines and fill in the details later.”
“Read between the lines,” she thought to herself. “God, if only HE would read between the lines!! Figure out why I’m wearing this damn tank top to a study session…why I’m flunking a class when I should be blowing the curve for everyone else!!”
“Amy?”
She realized she was doing it again. Letting her mind drift off on tangents rather than focusing on what she was really there to do.
“So what do you say Amy? Should we get to work?”
She sat down in one of the chairs, pulled it up by his desk, and pulled out her notebook. For a while they worked on a couple of units. She quickly came to realize that once she buckled down she was really getting the concepts quite rapidly. Still, she was finding it very hard to ignore the fact that he was barely three feet from her. She was acutely aware of the way he smelled, of the way the muscles moved under his tight t-shirt, and the timbre of his voice…so close she could hear it resonating in her ears and feel it sending shivers down her spine. Her nipples were achingly hard, and she had a hard time keeping that fact from him. He made computer language sound erotic; and the way he glanced up at her from over his glasses was making her heart skip beats. She started to lose focus again, her body taking over and shutting her brain down as he tried to review the third unit. He looked at her and blew out a tired breath.
“I think it’s time for a break,” he said, standing and stretching, and her jaw dropped watching him move. His jeans were just tight enough on him that she could see the curves of his thighs, and when he turned to walk around his desk, she saw the tight roundness of his ass. She literally had to shake herself out of her erotic reverie, and she stood up as well, rubbing at her eyes, trying to look inconspicuous.
“Well, we’re moving along at a good clip,” he said, sitting down on the couch and leaning back a bit. “I think we’ll be done in about 3 more hours. If you applied yourself this well in class, we wouldn’t have to be cramming like this.” “I know, Professor, I’m sorry,” she stammered, her eyes never leaving him. She walked over and sat on the opposite side of the couch, her heart pounding, her breathing coming faster. Her panties were getting damp from her heightened arousal, and her jeans felt tight from the swelling of her sex. “I do understand the concepts, I just get a bit…” She stumbled for the right word. “…Distracted, that’s all.” He arched an eyebrow at her, and smiled tiredly.
“I’ve noticed. Look…I know my classes don’t cover the most interesting topics in the world, and I know how hard it is to constantly pay attention, but you just can’t slack anymore!”
Something in the back of her mind started to think of all the little “tips” Carey had given her. Almost against her better judgment, she decided that if there was ever going to be a time to pull out the stops, the time was now. She smiled shyly at him and scooted a bit closer to him.
“I do pay attention,” she said, biting her lower lip as seductively as she could, “it’s just that sometimes I’m just not paying attention to the subject matter.”
She leaned closer and placed her hand on his knee. He looked at her in surprise for a moment and then abruptly stood up. The outraged look he gave her nearly melted her as he said, “I don’t really think that that is appropriate at all!!”
She stood up as well. Now that she’d made her real intentions for the evening known, he all of a sudden became very aware of her body and the unexpected ambush she had been trying to set. He could see her breasts swelling in her top as she breathed rapidly, and her nipples standing out in blatant detail against the tight fabric. And then he noticed what he knew was the real Amy. She was blushing furiously and tears stood out in her eyes, telling him she knew she had made a terrible, stupid mistake.
“Oh god! I’m sorry! I’m so sorry!! I should just get going!” she stammered, going over to gather up her notes.
He put his hand on her notes to stop her and shook his head.
“No, we need to finish this session. I don’t want you to fail Amy.”
As her named rolled off his lips she shut her eyes, trying to calm the rush of hormones making her dizzy with embarrassment, humiliation, and desire.
“I’m going to go get a coffee, give you a minute, then I’ll be right back.” With that, he walked out the door.
Amy watched him leave out of the corner of her eye. She sat down in her chair with a sigh, a whirlwind of emotions flooding her body. Part of her wanted to crawl under the desk and die. Another part of her kept telling her what a wonderful, sensitive, forgiving guy this had to be, and that part of her was setting her on fire. The door opened a bit, and Carey stuck her head in.
“I saw him leave,” she said, “how’s it all going?”
“Oh, I made a move, and he rebuffed me. I’ve made a total ass out of myself,” Amy said with a sarcastic sigh. “And regardless, I just don’t think he finds me attractive at all.”
“You’ve got to be kidding me! What the hell’s wrong with this guy?” Carey wondered out loud. “Ok…it’s not ending like this! Come with me!!” Carey grabbed Amy’s hand and yanked her back into the office.
“What the hell are you doing??!!” Amy yelled. “It’s over, OK?? I made a fool of myself, now it’s time for me to pass or fail on my own!”
Carey took her cell phone out, put it in camera mode, and handed it to Amy.
“Oh no…this isn’t over yet. You’re passing this class! Just be ready!” she said, and ran over to hide behind the closet door.
“Carey! What the hell are you doing?!” Amy yelled with an incredulous look on her face. “You’re gonna get me expelled!!”
She never got her answer as the door opened and Mr. Moore walked back in. Amy stood there, panting and confused.
“Are you OK?” He asked her, looking at her curiously. ” Ready to really get down to work?”
She looked nervously towards the closet. “Uh huh…”
“Good!” he answered with a smile.
He moved around and sat down behind his desk.
“Third unit….”
Just as he started, a half-naked Carey ran out from behind the closet door.
“NOW!” she shouted to Amy as she flew across the room and landed in the professor’s lap. Amy took out the cell phone and hit the camera button, catching a perfect shot of Carey kissing the professor, her naked breasts pressed up against his chest.
He struggled and finally lifted her up off of him and dropped her down on the desk.
“What the hell do you think you’re doing??!!” he demanded. “Are you looking to get yourselves kicked out of school??!!”
Carey looked at him like the cat that had swallowed the canary.
“Oh no,” she began, “Just the opposite!”
Amy looked at them, not knowing how to feel or react. She was embarrassed as hell, she was impressed with Carey’s initiative, and she was actually furious that Carey had been the one to kiss him and not her.
“You’re going to be passing my friend Amy here,” Carey continued.
“And why exactly would I be doing that??”
“Well,” A powerful grin crossed Carey’s face. “How do you think the administration would react to a picture of you kissing me behind your desk! And me?? Oh my, I was so hurt that a professor would take advantage of me like that!!”
He knew he was in trouble. She was right. No matter what the truth was, an accusation like that would probably end up forcing him to resign just on reputation alone. Amy could see the anger and frustration burning on his face.
“Fine!!” he yelled. “You’ve got your D. Now get the hell out of my office!!”
Amy felt terrible. Nothing about this situation was how she had wanted it. She wanted him to lust for her, not hate her. And she never…ever…thought she’d have to resort to blackmail just to pass a simple CompSci class.
He sat there at his desk, head down in his hands. Carey climbed off the desk and started to walk out of the room. When she looked at Amy, her jaw dropped in shock. A topless Amy motioned for her to join her as she walked slowly, silently around towards the desk.
“Mr. Moore?”
“Are you still here?” he asked with his head still buried. “I thought you were leaving.”
“Mr. Moore,” Amy said quietly, “I’ve never asked for anything that I wouldn’t want to earn. I wish you’d give me a chance to do that.”
He lifted his head and for the first time saw the two half-naked college coeds, one standing on each side of him. He was beaten, shocked, offended…but also intensely aware that his cock was suddenly hard as a rock. Amy continued talking to him.
“Why don’t we say that this is just a D?” She put on her best innocent pout. “Would you please let me try to earn a higher grade??”
Amy was trembling inside, shocked at her own boldness. She sat down on the edge of his desk, leaning forward slightly and started to run a hand down his arm. He stiffened and cleared his throat several times. Amy could see the bulge in his jeans and her mouth watered. Carey also perched on the edge of the desk, waiting for a cue from Amy, her own body now awake with anticipation. Amy glanced at once over to her beautiful friend, and with a nervous lick of her lips, leaned over and kissed him on the lips. He didn’t move for a moment but his lips relaxed into the kiss, and his eyes closed as he moved his hand up her arm to cup her jaw.
Carey, not wanting to miss any of this, leaned in as well to lightly swirl her tongue around the curve his ear. She sucked in the lobe, nibbling a bit, while running her hands down the taut swell of his chest, tugging up his shirt from his jeans.
Amy moaned and placed his hand on her bared breast, giving his hand a squeeze with her own. His fingers closed over her smooth flesh, her nipple hard and poking at his palm. He lightly pinched her nipple; pulling a bit and making Amy draw in a breath in reaction to the pleasure and the pain. She allowed her tongue to trace along his cheek to his other ear, nibbling and sucking on the lobe as he continued to caress her chest.
Carey lightly grabbed his other hand and placed it on her breast, encouraging him to give her the same treatment. Amy kissed her way down his neck, her hands helping Carey’s to move his shirt up, lightly running her nails over the hard planes of his belly and chest. She purred as her hands ran through the dark hair covering his chest, leading the way down into his now very tight jeans. He let out a moan, his brain and body on fire from the dual treatment. He gave in to the very determined young ladies lapping at his ears and neck and decided to play along. The truth was, his body was giving him no choice.
“All right,” he said breathlessly, pushing them both back onto the desk and adjusting his position in the chair to accommodate the rather large bulge in his jeans. “You have definitely earned that D. Now, what will you do for a C?”
He pulled his shirt off completely, and tossed it to the side. Amy was almost literally drooling at the sight of him sitting there in nothing but a pair of jeans, his hard on looking like it could break the buttons. She licked her lips and looked at Carey. She was grinning, clearly very into the scene. Reaching over, she pulled Amy in for a kiss. He was mesmerized as their lips met in front of him, and his cock gave another jump as the girls gave each other a long, wet kiss, their hands roaming up and down the smooth bared skin of each other’s backs. Amy glanced at him sideways and pressed closer to Carey, their breasts rubbing against each other. She had never been with a woman before and was finding the whole idea of doing this in front of him…FOR him…an incredible turn on.
He watched at the girls continued to explore each other. Carey was clearly the more aggressive of the two girls, but Amy continued to get more into what she was doing by the second. When Carey’s mouth finally found Amy’s nipple, the purest whimper of sheer pleasure escaped Amy’s lips. As Carey sucked at her chest, Amy looked at him. He was watching…intently.
“Do you like what you’re seeing Mr. Moore?” she asked him, fighting the words out through over her urge to simply melt into what Carey was doing.
“Of course I do.”
“So can I count on that C now?”
He got up from behind the desk. Amy made sure to soak in the view of every inch of his cock pressing against the denim as he made his way around to the front of the desk. He was so close to them now that she could smell his scent, and the combination of this and Carey’s mouth was bringing her closer to orgasm than she thought possible. She bit down on her lower lip and allowed her eyes to close so she could focus on her other senses.
“I don’t know Amy,” she heard him say, “I’m abandoning every ounce of integrity I have here tonight, so you’d better believe I’m going to make you work for every letter, plus, and minus you want.”
Her heart began to beat faster with both terror and anticipation.
“You think you’ve earned a C for a little nuzzling here in front of me? I could go home and see more than that on late-night Cinemax. Start with both of you getting naked and I’ll bump you up to a D+. But for a C……..”
She heard the sound of a zipper being undone. When she allowed her eyes to open, he was leaning against the edge of the desk, totally naked, his cock standing straight up at attention. She gasped when she finally got a look at what she’d fantasized about all semester, and a mini-orgasm shook through her body.”
“For a C, you’re gonna have to do a little more.”
Amy looked at Carey, and they both shared a wicked grin as they stood up together. Carey unzipped Amy’s jeans, sliding her hands over her hips and pulling them down slowly. She knelt down in front of Amy and kissed her damp panties, running her tongue over the spot covering her clit. Amy moaned and spread her legs more, rubbing her breasts and pinching her hard nipples.
Carey pressed Amy back onto the desk, moving her body until she lay in front of the professor. She couldn’t believe how tall and muscular he looked as she stared up at him, or how his cock just seemed to tower over her. Carey tugged her own jeans down and then slid off her thong, then helped Amy out of hers, allowing him to finally see all of what would soon be his. Carey was clean-shaven; Amy had neatly clipped her bush into a small rectangle just above shaved pussy lips. The sight of the sweet, succulent girls made him even harder, and his cock jerked a little as the first drop of pre-cum glistened at the tip.
Amy opened her lips and gently slid out her tongue, touching the very tip of his hardened cock. He jumped a bit at the delicate touch causing him to pull ever so slightly away, and leaving a tantalizing stream as the pre-cum they’d coaxed from him bridged the gap from his cock to her mouth. She smiled at the sensation she’d given him, then reached out her hand and grasped his silky smooth hard shaft at the base, tugging him closer to her. She lapped at it with her soft tongue, moaning as Carey began licking her as well. For a moment, the only sounds were the wet slurping sounds emerging from the girl’s mouths as they both enjoyed their treats. Carey sucked and nibbled on Amy’s clit making her body writhe, all the while pleasuring herself by sliding two fingers in and out of her own wet little pussy. Amy sucked her teacher into her mouth, wrapping her tongue around his cock as she pulled him in. She spread her legs for Carey as wide as she could, then grabbed him by his ass, inviting him into her mouth until she had swallowed him whole. His head fell back in pleasure as he felt himself sliding down the redhead’s throat, and he allowed Amy to set the rhythm of him fucking her mouth, guiding him with her hands on his ass. Carey, enjoying watching her friend emerge from her shell, slid her two pre-moistened fingers into Amy as she continued to nibble at her now throbbing clit.
Amy found herself moaning as she sucked him, her mind reeling from the feeling of Carey eating her out and finally having her lips wrapped around the professor. Carey fingered her faster, lapping harder at her clit, until with a muffled shriek she came on Carey’s face and fingers. Carey sucked harder on her pussy and clit, taking in every bit. He showed her no mercy either as he grabbed Amy’s face, thrusting into her mouth gently but fast. She squealed around her mouthful and held onto him, sucking and licking as fast as she could. He slowed and then pulled out, rubbing his full length along her cheek, leaving a wet trail in its wake.
When she’d finally caught her breath, Amy sat up and rolled over onto her hands and knees on his desk, looking at him through the tangles of her red hair. She placed one hand of the hard, flat muscles of his chest and pushed him gently backward, clearing some space for her to stand. She then climbed off the desk, motioning for Carey to get on.
She eased Carey onto her back, and then bent over in front of the professor, sticking her bottom out towards him. Amy began licking and kissing Carey’s wet labia, reveling in her first taste of another woman. It was different then she expected. Not at all as foul as her inhibitions had always led her to believe. Instead, there was almost a sweetness to the sensation…a warmth. When she found Carey’s clit, she heard a pleasure-filled gasp come from her roommate. As her own arousal began to build again, she spread her legs a bit and rubbed herself with her fingers. She made sure he knew she hadn’t forgotten he was watching to, wiggling her bottom at him a bit and plunging her fingers into her aching pussy, every once in a while making sure to show him the signs of her arousal on her fingers. He stroked himself a bit as he watched the tableau in front of him. Never had he ever thought that this would be happening to him, especially with two of his students.
Amy’s fingers plunged deep into Carey. When she finally lifted her legs up onto her shoulders, she heightened the sensation by licking her with wide licks up and down her slit. Carey squirmed and squealed with pleasure. Amy glanced back at him to see if he was enjoying the show. When she saw his pleased smile, a wicked thought came into her head.
Once again, Amy’s slid her fingers as far as they would go into her friend’s tight pussy. For a moment, she gently massaged her, making sure her fingers hit where Carey was most sensitive. She knew she’d found the spot when a loud moan escaped from the curvy brunette. Carey became instantly wetter on Amy’s fingers, and she could feel every muscle inside her grab onto her finger as she stroked. Amy knew she had her just as she wanted her.
Amy slowly slid her fingers from Carey’s pussy, making sure to bring along a wet trail of her wetness. Slowly, deliberately, she coated Carey’s pussy until she was wet and slick. Then, she brought that slickness down over to the rim of Carey’s ass, rubbing around the tight little hole until it permitted her to slowly slide her finger into it.. Carey let out a little “oh!” and sighed as Amy moved it gently in and out, before matching the rhythm with her thumb into Carey’s pussy. Once Amy’s tongue touched Carey’s swollen clit, she knew it wouldn’t take long. She kept kissing and sucking, moving her fingers faster and faster, until Carey arched her back and cried out in orgasm. The excitement of making her friend cum, of finding her face covered in Carey’s sweet juices turned Amy on more than she’d ever expected.
Carey sat up and looked at her redheaded friend, almost dumbfounded.
“That was amazing!” she told her, before kissing Amy, making sure to licking her own cum off of Amy’s face.
That was all Amy needed to push her towards taking the final step with the man she’d lusted after for a semester.
Amy moved to him and knelt in front of him, looking up at him through her now very tussled hair. She grasped his hot shaft in her hands and began to firmly stroke him from tip to balls. With the remnants of Carey still on her fingers she easily glided over the taut skin of his cock, and the sensation made him groan in pleasure. Her lips took him in as she sucked him all the way into her mouth, moaning at mingled taste Carey’s and his excitement. Carey climbed down and joined her on the floor in front of him, grasping at his balls and squeezing gently. They traded off sucking and licking him, their tongues tangling over him, until he stopped them both by pushing them away. Panting, they sat back and looked at him, and with the most innocent face she could produce Amy asked, “Have I earned that C yet, Mr. Moore?”
It took him a moment to regain his composure. He wasn’t kidding earlier when he had said he was abandoning his integrity by allowing these two students to trade sex for a grade. But the truth was it was hard to come to teach a class day after day and not fantasize about how it would be to get his hands on some of the gorgeous coeds that paraded around in front of him every day.
“That, ladies, was an excellent job! Yes, you’ve earned your C.”
Amy and Carrie both let out a small, contented smile.
“So,” he continued, “Are you satisfied with your grade now that you know you won’t be repeating the class?”
In any other time or place, Amy would have certainly taken the grade and run. But her lust had taken over, and there was no way she was stopping now.
“Actually,” she said, “I was thinking that we might try to go a little higher. I’ve got my GPA to consider here, and there’s no way I want to let a C blow my average. I was thinking maybe I’d like a higher grade still.”
Carrie looked at her with a bit of surprised look on her face. She really didn’t mind the prospect of another round with her friend and the teacher, but Amy had always been the conservative, reserved one. To hear her offering herself out so readily was very out of character for her straight-laced friend. She realized that the others were looking at her, wondering if she was willing to continue.
“You think I’m backing out now?” she asked. “This is the most fun I’ve had in weeks!!”
Much to his surprise, he was glad to hear this. He realized that the guilt of what he was doing was fading quickly when looking at the prospect of the two girls easing the throbbing he was feeling between his legs.
Carrie and Amy both sat on the edge of the desk in front of him. Amy took his cock in her hand and slowly began to stroke it while Carrie played gently with his balls.
“So Mr. Moore,” Amy began, “I’m finding your tutoring very educational tonight. What would it take for me to earn a B?”
He realized that the time to have his way with the girls was now. They may have coerced him into this situation, but now it was time for him to take control.
“Both of you, up on the desk,” he ordered. They were happy to comply. “I want you next to each other on your hands and knees, asses in the air for me.”
Both girls assumed the position he’d requested, and as the peered over their shoulders back at them, the wiggled their asses teasingly at him.
“Like this?” Carey asked seductively.
He didn’t need to be asked twice. Without hesitation, he plunged his cock into Amy’s dripping pussy, causing her to let out a squeal of ecstasy. She couldn’t believe how big and hard his cock felt as it thrust into her over and over.
Carey watched as her friend’s body rocked in synch to his thrusts. Her heart was pounding, knowing that soon it would be her doing the same thing. She didn’t have to wait long before he moved from Amy over to her. When he penetrated her, all she could do was gasp in delight. And as he fucked her, all she could do was whimper something that sounded like “Oh my god! Oh my god!” again and again.
He moved back and forth between them, fucking Amy, then Carey. Each time he switched girls his thrusts became a bit harder and faster. Every now and then, he’d give one of their asses a good firm spank, and it was probably debatable between the girls as to who it turned on more when he did.
He moved back to Amy, filling her pussy with his cock. Carey reached over and pinched her nipples lightly between her fingers as then began to gently kiss her. Amy could feel the orgasm building inside of her. She let out a scream, and suddenly for the first time in her life, a huge gush escaped her as she came. The feeling for him was incredible as her warmth and wetness covered him, and there was no way he was pulling from her to let it out. He continued to thrust into her hard, until his body, the floor, and everything on his desk was soaked with Amy’s pleasure. Finally, she slumped forward onto the desk, completely satisfied and completely drained.
Amy lay on the desk, her pussy still twitching, her mind blown at the rapture he had given her. She had never imagined that she could ever feel this way; her secret masturbatory fantasies never ending with the eruption he’d triggered, and never with the lingering aftershocks that continued to thrill her entire body.
He moved behind Carey, his cock still dripping from his conquest of Amy.
“Your turn,” he said, his voice seductive yet filled with lust.
He teased her pussy with his wet hard cock, smacking her with it every couple of breaths. Amy rolled over onto her back and slid closer to Carey, kissing her and fondling her breasts. As he watched them play he could feel the urges in him building, and he couldn’t wait to offer himself some relief by plunging into Carey’s wet, inviting hole.
He plunged into Carey, reaching around to play with her hard little clit. Soon, the sounds of her pleasure filled the room.
“Oh my god!! Yes!! Please!! Fuck me harder!!”
Somewhere in the back of his mind he wondered if he should be concerned about anyone walking past the office. Surely there was no way they’d miss what was going on behind the closed door. All his concerns were quickly put aside when Carey grabbed him by the wrist and said, “Please fuck me Robert! I want you to make me cum!”
He was more than happy to give her what she was asking for. For a moment, he teased the nub of her clit with the tip of his cock. Then he plunged into her once again, sliding into her until she had taken his entire length. Carey squealed and wiggled around his cock, clearly enjoying every inch the teacher had to offer. When they’d worked up a good rhythm together, Carey’s hand reached down between Amy’s legs to play with her still wet pussy as she lay there next to her. He noticed and joined in with Carey while he fucked her; both of them pushing their fingers into Amy’s already plundered body and rubbing her along her soaking wet mound. Amy moaned and thrust her hips up, inviting them deep into her body.
Wanting more, Amy maneuvered herself around until she was on her back under Carey, watching his cock pumping in and out of her. Carey eagerly dipped her head and started licking her, and she moved to lap at Carey’s clit. Suddenly the two girls found themselves in an amazing 69, Amy’s head getting bumped by his thighs as he slammed repeatedly into Carey. She reached up and grasped his shaft at the base, feeling the blood pumping and rushing in his cock. He moaned and thrust harder, then slowed down a bit, wanting to make this last for as long as possible.
The next thing he knew, Amy’s fingers were playing with him, coaxing him from Carey. He allowed her to take his cock from her friend’s pussy so that she could give it several slow sucks before she placed it back deep into Carey’s waiting hole. A few thrusts later, she did it again, and then again. Each time she’d place him back into her, Carey would give a squeal muffled only by the fact that her mouth would not let go of Amy’s swollen clit, and the vibrations that ran through Amy’s body quickly revived her excitement level.
Once again, Amy took him from Carey and gave him slow attention. When she released him this time, she peered up between Carey’s legs to him.
“Have we earned me an A yet?” she asked him.
“Oh no,” he replied. He tried to look in control, but the sight and the feel of his cock waiting in Amy’s hand was almost too much to take. “You’ve got a B right now. But for an A?? For an A you’re going to have to do something amazing to me. Hell, I’ve had sex before, so just making me cum will only get you a B+. For an A, you’re gonna have to make this something special!”
Amy crawled out from under Carey and staddled his leg. She kissed him hard while rubbing her cum-slick pussy on him, making sure there was no doubt he would understand just how much she wanted him again. Carey turned around to watch them, leaning back to lightly finger herself. When Amy was good and ready, she turned around so that her ass was once again facing him. She pulled Carey close to her, looked back at him over her shoulder, and said in a breathless voice, “Fuck me in the ass, Mr. Moore? Please fuck me hard?”
He didn’t to be asked twice. As he slicked up his cock with Amy’s wetness, he slid one finger into her tight little bottom, pumping lightly until she began to relax. When she was ready, he added another finger, making sure she was prepared for what he was going to do to her. There was no fear and no hesitation in the redhead though. She moaned and buried her face into Carey’s pussy, licking her like a woman possessed, wanting and waiting for him to have his way with her.
Carey encouraged him with breathless gasps.
“Come on, professor! Stick that hard cock into her ass! Make her scream!”
He slid in a third finger, causing Amy to squeal at the stretching. He slid his cock back into her dripping pussy to make sure he was good and ready for her, and as he pumped he felt her ass relaxing even more.
Finally, he felt she was ready. He removed his fingers and gently replaced them with the tip of his cock. She cried out, partly from pain but mostly from pleasure as he penetrated her for the first time. As she got used to the sensation, she slowly moved back against him, allowing more of him to slip inside.
Carey crawled out from under Amy and slowly came up behind him, rubbing her breasts against his back and grasping at his ass with her hands. He began to slowly pump in and out of Amy’s tight ass, going a bit deeper with each slow thrust, biting his lip at the amazing tightness surrounding his raging hard on.
Carey smacked him on the ass, making him jump and push in much deeper. Amy wiggled again, her breath coming out in heavy pants, and she whispered, “Oh god! Yes! More! Please give me more!”
Carey slapped him again, prompting him to drive in deeper. She continued doing this until his balls were pressed firmly up against her now sopping wet pussy.
Carey came back around and knelt down between Amy’s legs. The moment her tongue touched Amy’s clit, Amy began to uncontrollably shudder and moan. Her excitement caused her to tighten around his cock, and he moaned louder, feeling his own orgasm coming soon.
Carey reached up from below and gently squeezed his balls as he thrust harder and faster into Amy. Amy’s fingernails raked at the desk as he fucked her virgin ass. Never had she experienced anything like this. Once the initial pain gave way to pure pleasure, she completely gave over to the feeling, another huge orgasm building up with his every deep thrust. She screamed out loudly as she came with a second huge gush, flooding Carey’s mouth and his body with her orgasm. He could feel his orgasm coming as well, and he quickly pulled out of Amy and pointed to the floor.
“On your knees! Both of you!” he panted, stroking his slick cock. Carey and Amy knelt together, and looked up at him expectantly.
He looked down at the anxious, innocent looks on the two vixens who had seduced him into this and stroked himself faster until a huge orgasm began to overtake him. The first stream flew through the air and landed on Amy’s face, stretching from her eyes to her cheek. He made sure Carey got the same treatment, doing his best to satisfy his own lust and cover both girls thoroughly. His orgasm went on and on, repeatedly sending long, hot spurts flying towards both of the girls. When he finally was finished, both of them were still looking up at him, little smiles on their cum-covered faces.
He looked at the fantasy-come-true that kneeled down in front of him. In a stern voice, he commanded, “Now, lick each other clean…slowly. I want to hear sounds of delight as you enjoy what I gave you.”
Amy and Carey wrapped their arms around each other and kissed deeply. He watched an enjoyed as his cum was smeared across the faces of the girls as they rubbed together. Then, they began to take turns licking their treat off of each other. As as he’d requested, they made sure to let him know how much they were genuinely enjoying it.
“Mmmm! Oh Robert!! Your cum tastes so good!” Carey sighed as her tongue ran the length of Amy’s cheek. Amy chimed in as well when it was her turn to clean off her friend.
“Oh yeah Baby! I love the warm feeling as it slides down my throat!”
When they were finally finished, Amy looked up at her professor, her face still slick and her red hair in damp tangles clinging to her neck.
“So, professor Moore, do I get my A?”
All he could do was grin as he sat down on the edge of the desk.
“Ladies, you’ve done a remarkable job earning extra credit tonight,” he said. “Amy, I think you can rest assured that your GPA will be safe and you’ll be moving on from my class with no problem.”
The two girls smiled proudly at the compliment.
“Now,” he said as he started to straighten up his desk, “If you’ll both excuse me, I have some work I need to finish up.” He motioned towards the door as he said this, as if casually dismissing the girls at the end of a class.
“Yes Sir,” Amy replied. And the two girls scooped up their clothes and quietly exited his office into the empty hallway outside.
The following day was exam day. At the end of the test, Amy picked up her paper and walked it to the front of the lecture hall where he was seated at a small desk. She smiled at him as she placed it down, and he gave her a very subtle, knowing nod of his head.
One by one, the students finished their exams, deposited them on his desk, and exited the room, off to enjoy their vacations. As the room emptied, he began sorting through his briefcase, organizing the exams so he could begin grading them. Suddenly, a voice interrupted his train of thought.
“Mr. Moore?”
He looked up to find one of his students waiting at the desk.
“Yes…Miss……Robertes, I think it is?”
The pretty blonde girl smiled; impressed that he knew her name from the sea of anonymous students in the large lecture hall.
“Mr. Moore? I don’t think I did that well on my exam,” she said.
“Well, I guess we’ll find out after I grade them,” he answered.
She started to walk away, then stopped and turned around.
“I was wondering…” she began, but then paused. Just as he thought she had changed her mind, she continued.
“I was wondering if there was anything I could do to help bring up my grade on the exam. Maybe some extra credit or something?”
“I’m sorry Miss Robertes,” he answered. “The class is officially over. You should have come by to see me before the exam for some assistance.”
The blonde smiled.
“It’s funny,” she said, a mischievous gleam in her eye, “I had that very thought last night. So I walked across campus to your office. You seemed…busy. So I didn’t knock.”
He looked at her without blinking as the moment stretched into minutes. Finally, her grin faded a bit. She turned around and started for the exit, saying over her shoulder, “I’ll be there tonight around 7:00, OK Professor?”
Inwardly, he smiled as he watched her tight little ass in her jeans walk out the door, before returning to gathering up his papers.
“Tonight indeed.”