"Seriously, Professor, I'll do anything to get an 'A' in this class... anything..." she said, eyes welling and bottom lip on the verge of trembling. She was really hoping her puppy-dog eyes full of tears would get to him. He was young, handsome, and, she hoped, a bit of an easy touch. So what if she'd have to swallow another load of cum for an 'A'. It's not like she was the first, or last, to ever do such a thing.
How many times he'd heard that very statement before. Her recent work just wasn't 'A' material. But, if he left the 'C-' grade stand, she'd lose her funding and she wouldn't be able to continue school. She had potential and she had been doing well until just before mid-terms.
"Sit down, please, Louise," he smiled. "You were doing well before. What happened?"
"I'm so worried all the time about getting cut. I hear it every time I call home..." her words trailed off into a sob.
"Maybe you shouldn't call home so often, then?" he tried to joke.
She reached into her low cut jumper and pulled a tissue from her cleavage. This always got them to focus on her tits and lose track of the conversation. The material of her bra was thin, perfectly chosen for effect. The thought of this professor's cock in her throat excited her enough that her nipples were at attention, clearly visible through her jumper.
"What has you so distracted, Louise, that you go from an 'A' student to barely passing?" he continued, trying to keep professional, even though he couldn't help but stare at her lovely, hard nipples. His growing erection wasn't helping much, either.
Louise noticed his discomfort, doing her best to hide a wicked smile. "I don't know, Professor Bailey. I can't be cut, though. My parents will disown me." She reached over and lightly touched his knee while staring into his eyes.
"If you want a passing grade, you'll need to work for it. I can give you some extra assignments to help with extra credit," he said, reaching into his desk for some paperwork.
"I don't want just a passing grade, I need an 'A', and I'll do anything, Professor, anything at all to get it." Louise reached up to the button holding Professor Bailey's trousers and gave it an expert flip while pulling down the zip with her other hand. Before he could muster an objection, Louise had his hardening penis safely in her grasp.
The touch of her hand to his cock thrilled him. He kept trying to tell himself he didn't want to raise her grade for such a thing, he wanted her to do the classwork. He respects women and doesn't want to use sex as a tool or a weapon and.... oh, fuck that feels good...
Louise smiled. She admired his cock, feeling it's weight in her hand, feeling the softness of the skin and the hardness of the tissue. She felt herself getting wet at the excitement of his cock in her hand.
"I really don't think this is a good idea..." he managed, just as she took him into her warm, wet mouth.
Fellatio was an act that often turned Louise on as much as the man she was with, and this time was no exception. She pushed herself from her chair, to get closer to him. She settled on her knees between his legs, taking his cock in a little deeper along the way. He squirmed some, but she held firm, feeling the head of his cock at the very back of her mouth. They both moaned their enjoyment.
She slowly pulled back, making sure her tongue caressed the sensitive underside of his cock. As she released his cock from her mouth, she beamed a wicked smile. "This is what's got me so distracted, Professor." She gave his length a few slow, full strokes and licked just under the head. "I've found I truly enjoy sucking cock. There are times when I feel I'll never get enough. This simple, beautiful act gets me so fucking worked up... I want it all the time."
No truer words were ever spoken. Louise would've rather had a cock in her mouth than practically any other activity. She'd even considered hiring herself out for stag parties, just so she could suck horny men's cocks.
"And just what the fuck do we have here, then?" came a rather annoyed sounding woman's voice from the doorway behind Louise.
"This isn't... I wasn't..."
"I know, Pete," she smiled. "You didn't instigate this. You're one of the few men on this campus with the integrity to actually not instigate something like this."
"I can explain..." said Louise, trying to get back into the chair.
"Look, child," the woman said sternly, "if you're going to suck him off, at least do it properly. Pete would be much more interested if you lost the jumper."
Louise looked at the woman and then at her professor.
"Louise, this is Denise, my wife. Denise, this is Louise, the student I told you about."
"I see. I came by to take you to lunch, but, from the look of things, you are lunch," she said with a laugh. Louise couldn't help but giggle. Pete smiled, too. Denise stepped over to the door and turned the latch. She turned her attention back to Louise, "Alright, then. Let's have a look at you."
"Sorry..." said Louise, unsure of what Denise was asking.
"Stand up, girl, and take off your clothes. If you're going to have the audacity to seduce my honest-man husband into raising your grade, you could at least have the decency to do it naked."
"I think I may have been misunderstood..." Louise said, turning to Pete with a pleading look.
"I didn't ask you for this," said Pete in a matter-of-fact tone.
"You started this, child," said Denise. "And it's all right here on video," she smiled, pointing to a tiny red light on the bookshelf above.
Louise's eyes grew wide as she looked to where Denise pointed.
"What kind of grade raise was she asking for, Pete?"
"A 'C-' to an 'A'," he smiled.
"What kind of work were you going to give her?"
"A few simple assignments in the book... parts she'd already been through, but where she'd struggled hardest. Pretty much review, really. D'ya mind if I put myself away here?"
"Not on your life, Mister!" Denise beamed. "You know I absolutely adore your cock, which is why I want..." she turned to Louise, "Louise, right?" She sheepishly nodded. Denise continued to Pete, "Which is exactly why I want Louise here to finish what she started."
"I thought she was cross," said Louise.
"I am... some," Denise said to Louise. "Look, Love, you're not the first woman to use sex as a way to better grades. I did it once with a maths professor, and she was far more difficult than this guy."
"She?" said Louise.
Denise licked her lips and gave a wicked smile. "Yeah... and she loved it... and so did I."
"This is going to get me an 'A'?"
"You started this," said Pete, still hoping Louise would choose doing the classwork to truly earn the grade.
Denise stepped closer to Louise and kissed her cheek. "I'm not cross," she whispered in her ear. "But I will be if you don't get out of those clothes." Denise reached for the hem of Louise's jumper and, before Louise could resist, she had the garment over Louise's head and tossed on Pete's office desk.
Denise looked at Louise's well filled, though practically see-through bra and smiled, "Look at her young, perky tits, Pete! She's gorgeous."
Pete smiled, his slightly deflated erection regained some. "Yes, she is lovely. The bra is kind of cute."
"Yeah, but I'd like it better if she took it off," she said, smiling at Louise.
Louise took the hint and reached behind herself to unclasp her bra. Keeping focus more on Denise than Pete, she unceremoniously slipped herself out of the bra and set it next to her jumper.
"Now doesn't that feel better?" smiled Denise. "And look, I told you he'd be more interested if you showed your tits. They are quite nice, aren't they, Pete?" Denise said as she cupped one of Louise's tits, feeling the weight and lightly strumming the excited nipple with her thumb.
Pete smiled as he watched his wife fondle his student's breast. His erection was at full staff, standing tall from between the open flaps of his trousers. "That's not quite fair, Love," he smiled. "You know what that does to me."
"Yeah, but you know how much I love a pretty set of tits," Denise said as she bent to lick the nipple of Louise's other breast.
Louise instinctively held Denise's head as her own fell back, mouth open in a silent moan of pleasure. Denise quickly turned from licking to sucking Louise's hard nipple. Louise's back arched, pushing her nipple even further into Denise's hungry mouth. Pete watched with a content smile on his face, trying oh, so very hard to not grab hold of his erection and wank.
A whimper escaped Louise's lips as Denise slid her hand down enough to slip her fingers into the waistband of Louise's kilt. Louise pulled Denise's face from her chest and kissed her. Denise accepted the kiss and took the opportunity to use both hands to undo the buckles on Louise's kilt.
"I've never been with a woman," whispered Louise in Denise's ear. "You have me so turned on right now. Please... don't have me be naked alone."
Denise lightly took Louise's chin in her hand and looked the student directly in the eye. "You certainly can't lick my fanny through my jeans."
Louise's kilt hit the floor, leaving her standing there in the tiniest little knickers. "What do you think, Pete, shaved bald?" Denise said in a very loud whisper.
Pete laughed. "She must be. Those knickers are far too small to be covering any pubes."
"As smooth as a baby's arse," laughed Louise. She surprised Denise by immediately taking her knickers off and stuffing them into Denise's hip pocket. She then sat back on Pete's desk and opened her legs wide, revealing her very excited, cleanly shaven, puffy pink paradise.
"Look how beautiful she is, Pete. I just may want to steal your girlfriend here for some serious girl on girl action... that is, if it's alright with you..." Denise smiled as she crouched between Louise's thighs. "I have a mind to give her an 'A' meself, and she's not even in any of my classes..."
Denise stuck out her tongue and sent Louise into shivers the instant her tongue made contact with the younger woman's fanny. Louise's entire body tensed and she fell on her back on Pete's desk, clutching her own breasts, emitting a low, sexy moan. Pete had never felt harder in his life. The urge to grasp himself was almost overwhelming, but his need to watch the two women was even greater.
After only a few short moments, but just enough to get Louise extremely worked up, Denise backed away from Louise's fanny with a wicked grin. Louise propped herself on her elbow with a very dismayed look on her face. "Wha...?" was all she could manage.
"I'll finish when you finish," Denise smiled to the younger girl. "You wanted his cock in your mouth... well, now's the time," she said, pointing at Pete's erection. She smiled at Pete, "Take yer trousers off, man! Give the girl some room to work."
Once Pete's trousers and shirt were safely on his desk with her clothes, Louise resumed her position between his legs, his solid erection, once again, in her warm, wet mouth. Her love of fellatio took her over as she truly made love to his cock with her mouth.
"Oh, my stars!" exclaimed Denise as she watched Pete's cock sliding in and out of Louise's willing mouth.
Louise took Denise's exclamation as encouragement, and started to take Pete even deeper, teasing him by touching the tip of her tongue to his balls. She pulled back to lick and suck the bulbous purple head, only to work him, again, deep into her throat. She pulled back and released him, but continued to stroke the length of his shaft, turning to Denise with a smile.
While Louise busied herself with Pete's very happy cock, Denise had also removed her clothes. Pete was able to watch his lovely wife strip, that is, when his eyes weren't shut tight from the intense pleasure Louise was so willingly giving. Denise took the chair Louise had occupied and sat next to Pete, taking his hand in her's. Louise smiled at seeing Denise had gotten naked. She could also see that Denise was very damp and very turned on. Louise reached for Denise.
Denise crossed her legs. "Not until his cum is all over your face and tits. Only then, you can have some of this," she smiled. Denise then opened her legs wide, sliding her forefinger past her trimmed pubes and deep into her soaking wet canal, only to withdraw her nectar covered finger. Louise stuck out her tongue, requesting a taste, but Denise put her finger, instead, into Pete's smiling mouth. Louise pouted momentarily, only to return to her oral pleasure with Pete.
"There's a good girl," cooed Denise. She then smiled at Pete, "Doesn't that feel good, Love? I'd wager it does... I can't wait to feel her licking my fanny... I hope she's as good at that as she seems at sucking your beautiful cock..." Denise kissed Pete.
Pete was getting far too turned on to have this experience last for very long. Louise's mouth was fantastic. She certainly had learnt something while she was in school.
"Cum for us, Baby... cum for her," Denise continued to coo. "She's working so hard... she deserves her reward... I want to see you cum all over her, Baby! Then you can watch me lick it up..." Denise got up out of the chair and moved to Pete's other side and leant in. "Suck on my tits, Pete... we both love that..."
Louise watched Pete sucking on Denise's very hard nipples and sped up her stroking and sucking of Pete's cock. Her other hand found her own very wet fanny and she instantly started rubbing herself in time to her strokes of Pete's cock.
Pete's body tensed and he groaned from under Denise's breast. Louise pulled her mouth from his cock and quickened her stroking. Denise smiled a wicked smile, very intent on watching Louise's every move. Louise smiled at Denise just as Pete's first burst hit her squarely on the chin. Her eyes lit up like a child on Christmas morning and she took the spewing end of Pete's cock into her mouth, allowing a few spurts to erupt on her happy, hungry tongue. She then pulled his cock back out, continuing to seriously stroke, and aimed it at her tits, allowing three more heavy spurts to hit her chest before taking him back into her mouth to suck out the last drops of his spunk.
Pete was shaking from the intensity of his orgasm, trying to smile, breathe, and not giggle, all at the same time. Denise kissed him lovingly on his mouth, allowing him access to her very hard, excited nipples. Louise licked Pete's cum from her fingers...