Pass or Fail

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."