The Failing Grade

Karen hadn't been doing too well in school this year. She was a senior in prep school and was getting a little too antsy to graduate. She had been partying more and studying less. Now she was failing a class and she was desperate. The first thing she thought to do was to see her professor to try and get some, extra credit. Professor Watt was willing to bargain, but Karen had no idea what she was getting into.

Professor Watt was in his office grading some papers when there was a knock, "Come in." Karen slowly opened the door and shyly peeked her head in, then finally the rest of her. She was an attractive girl, sensuous really. Her legs were firm and silky smooth, covered mostly though, in her white knee high socks. This was part of her private schools standard uniform. Next there was her plaid skirt, tight around her curving waist. Her white blouse fell gently, in an accentuating way, onto her pert 34 C breasts. Underneath, the lacy white bra was just visible.

Professor Watt wasn't handsome himself. He was in his early thirties and in good shape. He had short brown hair with deep green eyes. He stood just over six feet tall and carried and intimidating air about himself. He noticed that he tended to make people nervous, especially the girls.

Professor Watt, or James as his friends call him looked Karen up and down in a blatant, ogling manner. Karen felt his eyes scanning her body and shivered. Why is he looking at me like that? She felt uncomfortable. She would have made and excuse and left, but she was stuck. She couldn't fail. She smiled the best she could and sat in the chair. James watched as she sat, as her legs cross, those delectable thighs rubbing together. He felt his cock begin to stir. "What can I do for you today Karen, could it have anything to do with your failing grade?" His voice was a little rough around the edges and made Karen shift uneasily in her seat.

"Well, yes, I know I haven't done as well as I could have, but I know I can make up for it. I'll do whatever you would feel is fair." Her eyes were pleading, desperate, James cock began to grow a little more. He was thinking to himself that Karen has no idea how right she was.

James stood up and began to think, "Yes, well, I'm sure something can be worked out." He walked toward his office door. "I wouldn't just let to you suffer." He locked his office door and turned toward her. "I do in fact have a little something in mind."

Karen didn't know what to do or how to respond. Her mind was racing. Was he being serious? Is he really saying what I think he's saying? He walked in front of her, leaning against his desk and put his hand on her thigh, pushing her skirt up a little. She couldn't do this, how could she do this? She stood quickly, not even knowing what she was going to do. "Ah, well, I forgot I have to go." She began to back toward the door. "Maybe we can talk about this another time." James wasn't going to let that happen. He cut her off and slipped between her and the door, their bodies brushing together. She felt his cock against her waist. "No, he said, we'll work this out right now." He grabbed her by the waist, knocking her books from her hands and shoved her toward the desk. "Please professor Watt, I don't want to do this. Please."

He grabbed her breast and squeezed, feeling it, so soft. "SSHH, it'll be ok." She continued to resist for another minute or two. But finally, as his hand was grazing up her thigh, she figured it wasn't that big of a deal. With her head down you could just hear the "Ok." That came out of her mouth. James immediately kissed her, she didn't return it at first so he gave her a shove against the desk and she did. "That's right," he said.

He let go her, moved the chair to the side of the room and placed her in front of the desk. He walked back to the door and looked at her. His voice was stern, "Unbutton your shirt" Karen stood, frozen. "I said take off your shirt, do it Karen." She snapped back into reality and began to unbutton her shirt, exposing her lace white bra. "Just pull it off, I want to see your tits, and hurry up." Karen moved faster, her hands were shaking. She pulled her blouse out of her skirt and slipped out of the sleeves. It took her a second, but when she saw that look come back in his eyes she quickly unsnapped her bra and let it fall to the floor. "Ah, those tits are fucking nice. Now touch them. I want to watch her rub your own tits Karen. Do it for me." She did as she was told and began to caress her breasts, pinching her nipples and watching them come to life. She then began to feel herself get wet. James unzipped his pants and began to stroke his throbbing cock.

He watched her as she touched herself. He could tell she was getting off. "Very nice Karen but now I want you to do something else. Slip your panties off." Reluctantly, but surely, Karen pulled her white cotton panties down. James then had her sit on the edge of the desk with her feet on the arm rests of the chair. Her legs were spread and her pink pussy glistened. "Touch your pussy Karen. I want to see you get yourself off." She slowly lowered her hand and began to rub her clit. She felt her pussy get wet in spite of herself. As she fingered her self she really started to get hot. "Oh I see your coming around now huh." He let go of his cock and walked to her, pulling her hand from her pussy. "Enough. I want your mouth on my cock now." She began to get to her knees. "Now." Karen took his pulsing cock into her mouth and began to suck on him. She could taste the salty precum on the tip. He put his hand to the back of her head and fucked her face. Her mouth was warm and wet, but he wanted more.

James lifted her up almost violently, turned her around and shoved her palms onto the desk. With his hot breath on her neck he said, "I'm going to fuck your tight little pussy whether you want it or not. Your going to take all my cock. Your my little slut now Karen." He guided the head of his cock to her pussy, despite her protests it was quite wet. Once he slipped inside her tight pussy he rammed her with no mercy; shoving his cock as deep as he could until he was about to cum. He pulled out and shoved her to the floor. "Clean your pussy juice off my cock. I need you to get it nice and wet because I'm fucking your ass next." Karen couldn't believe what she was hearing. She had never had anal sex and became quite nervous again.

When he felt she was done he returned her to her former position on the desk. He pushed his cock against her asshole and just looked at it between her firm ass cheeks. It was where his cock belonged; he gave her a stinging slap on the ass that left a glowing hand print. Now, with his hands on his hips he slowly let his cock slip into her virgin ass. It was the tightest hole his cock had ever been in. He pumped her hard, grabbing her tits for balance ramming her harder and harder so she could barely stand it. Again, right before he came he pulled out and shoved her back to the ground. He jerked his cock for a minute and then came on her face and bare tits as she lay on the floor, eyes closed, waiting for him to finish.

They were both getting dressed now. "You see Karen it wasn't that bad. Your pussy got nice and wet for me. Now, I'll expect to see you the same time next week to continue your extra credit." She was shocked to hear there was going to be more. She knew what she had to do though and agreed to return.