Pass or Fail

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.