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The Professor

"Come in?" Professor Carlson called out, tentatively. He wasn't certain whether he'd heard a knock at his office door or not at first. The door creaked slowly open, and she walked in, her eyes mostly down and only glancing up at him occasionally. He felt his face grow flush, and his position in his chair suddenly became pleasantly uncomfortable.

"Professor Carlson?" she asked. She was really nervous about this meeting, but she was determined to maintain her composure.

"Yes, Susie, what can I do for you?"

"Um, sir, I need to talk to you about my grade in your class."

Susie was a freshman in his general chemistry class, and by far the worst student he'd had in years. But she was also by far the sexiest. And she was exactly his type: very innocent and very slutty at the same time, with a gorgeous face and long, brown hair, pulled up into two high pony tails. She had rather a lot of make-up on, which he loved, and she wore large, hoop earrings. She was wearing a short, flared skirt, a low-cut, but tight, cropped shirt that came up just under her very large breasts. (He was pretty sure she wasn't wearing a bra.) Her very high heels accented her beautiful legs, and ... were those stockings?

"Please have a seat," he said, trying to maintain his concentration.

Susie walked carefully to his large desk, put her purse on the floor, and sank into the chair, taking a deep breath. She knew that she was failing miserably, and her only hope was to convince him to give her some sort of extra credit assignments. Maybe a short research paper? Or maybe he'd let her re-take one of the exams? She was desperate.

She crossed her legs and adjusted her skirt, and, for a moment Prof. Carlson thought he caught a glimpse of black panties. He cleared his throat and tried to keep his eyes on her face.

"What seems to be the trouble, Susie?" he asked.

"Well, sir, I..." She hesitated for a moment, and began again. "Sir, I know I'm not doing very well in your class. In fact, I'm pretty sure I must be failing."

Prof. Carlson glanced at the computer screen on his desk. "Yes, I'm afraid you're very right. And with only a week left in the semester, I fear that even a perfect score in the final exam wouldn't help you to pass."

Susie's lips began to curl and for a moment she looked as though she might cry. But at last she pulled herself together and said, "Sir, I know I haven't done anything to deserve it, but do you suppose we might find some sort of extra credit assignments that I might do to pull my grade up?"

"Susie, I really don't think that would be fair to the other students."

"Please, sir? My mom told me that if I fail this class, they'll send me to the community college in my hometown. I just know I'd end up working at McDonald's for the rest of my life!"

"Susie, I don't mean to sound cruel here, but you really should have thought of this several months ago, not just before the end of the semester."

"Maybe I could write an extra paper? Or if you let me re-take the mid-term exam, I'm just sure I could do much better!" As she spoke, she sounded more and more desperate, and she began to rise slightly from her chair.

Prof. Carlson paused. As she spoke, her breasts jiggled ever so slightly beneath her top. For a few seconds he could clearly see sheer black panties beneath her skirt, and ... a new thought crossed his mind: he could have this gorgeous little piece for himself for a few hours. He couldn't really believe what he was considering, but he just couldn't help himself. After all, he'd been secretly lusting after her all semester long, and here she was at his mercy. As he slowly realized what an opportunity he had, his pulse quickened and his cock began to harden between his legs.

"OK Susie, let me think about this for a moment. You need to pass my class or you'll spend the rest of your life flipping burgers. But all your ideas for `extra credit' mean that much more work for me; frankly I don't really want to grade yet another exam or read yet another long paper. You're asking me to help you out here, but you're not offering any help to me in return."

Susie was confused (a common state of mind for her). What did he mean? What else could she do? Surely he didn't mean ... Susie gasped softly at the idea of it. She did think Prof. Carlson was very handsome, but would he really be interested in her ... like that? She felt herself becoming wet as she began to fantasize about him undressing...

"Susie?" His voice startled her back to reality.

"Sorry, sir. I was thinking about ... something else."

"Well, what do you think? Is there something you could do to help me?"

"Um..." She squirmed a bit in her seat. "May be." Susie hesitated. Was she right about his intentions? How could she be sure? Then, as she shifted yet again in her chair, she glanced at the front of his trousers. Her suspicions were confirmed.

"Yes?" Prof. Carlson asked.

"Sir, if you help me to pass this class, I'd be willing to do anything you want." And then, after a pause, she added, "… any thing."

"I see. Then perhaps we can come to an agreement, Susie. I'm willing to give you a chance to improve your grade IF you'll do and say exactly what I tell you and answer every question I ask you for the rest of the day. Do you understand what I mean?"

"I think so."

"Then do you agree?"

Susie paused. He really was handsome, she thought. And judging by that bulge in his pants, she could really have some fun with him.

"Yes, sir, I agree ... I will do whatever you want."

Chapter 2: Q & A (or Tits & A)

Prof. Carlson smiled, then stood and locked his office door. He turned to face Susie, whose eyes went straight to the tent sticking out of his pants. Her nipples hardened at the thought of what he had under there.

"How old are you, Susie?" he asked as he took his seat again.

"Nineteen, sir."

"Do you have a boyfriend?"

"I did in high school. But we broke up after graduation."

"Did the two of you date for very long?"

"Most of our senior year."

"Was it serious?"

"Um, I'm not really sure what you mean."

"Were you very intimate with him?"

"Sort of." Susie's heart was pounding. "We made out a lot, and he touched me a few times."

"How did he touch you?"

Her face flushed at this question. "Um... he would touch my... my breasts."

"Tits, Susie. I want you to call them tits for me." He loved talking to her this way.

"He would touch my tits."

"Outside your blouse?"

"No, sometimes I would let him unbutton it and take off my bra."

"Are you wearing a bra now?"

"No, sir."

"I didn't think so. Well, why not?"

"Sir ... bras aren't very comfortable for a girl of my ... size."

"How big are your tits, Susie?"

"34D, sir." That was his guess, and his cock became even harder.

"Did your boyfriend ever lick your nipples?"


"Do you like that?"

"Oh, God, yes."

"Did you ever touch your boyfriend, Susie?"

"Um... yes. A couple of times."

"Tell me about it."

"Well, the first time was when we went out parking. We'd kissed for a while, and he was feeling me up under my shirt when my elbow bumped his ... thing."

"His cock?"

Susie gasped slightly at this word. "Yes, sir. His ... his cock."

"What happened then."

"He took my hand and put it on his ... cock, and I started rubbing it through his pants."

"And then?"

"After a while, he moved my hand away, unbuttoned and unzipped his jeans, and slid then down to his knees. He was still wearing boxers, but they didn't hide very much, so I helped him push them down, too."

"Was that the first time you'd seen a cock?"

"Yes, sir."

"And what did you think of it?"

"It looked huge. I couldn't imagine how it could possibly fit in a ... pussy."

"How big was it?"

"I'm not sure. May be five inches or so?"

Prof. Carlson smiled inside. He was relieved that her boyfriend was no match to him!

Carlson was anxious to show her what a real cock looked like. "And what happened next?"

"He put my hand back on his cock and showed me how to stroke it the right way. I did that for a few minutes and then he started breathing really hard and then..." Susie stopped.

"Yes? Did he come?"

"Yes. Stuff shot out of his cock and all over his thighs and my hand. It was very sticky."

"What happened next?"

"He got dressed and took me home."

"Did you ever do more with him than a handjob?"

"Once he tried to put his finger into my pussy, but that's all."

"Did you come?"

"I think so, but I'm not sure."

"Well, Susie, thank you for answering my questions so willingly. This afternoon, we're going to have a lot of fun. Why don't you stand up and turn around slowly for me so I can get a better look at your outfit."

Chapter 3: It Begins (or the Oral Examination)

Susie did as she was told. She couldn't believe how horny this situation was making her.

"Bend over the chair -- away from me," Prof. Carlson instructed.

She turned her back to him and bent at the waist over the chair. Her short skirt rode up her ass, showing him quite a lot of cheek and a flash of her panties.

"You are exceptionally beautiful, Susie. Now, sit back down, spread your legs wide, and raise your knees for me."

This was the moment of truth. Susie hesitated briefly, perhaps a little embarrassed, but soon did as he'd ordered. As she lifted her knees, he could see the crotch of her (very small) panties pulled tightly against the mound of her pussy. His heart was beating fast in his chest and his cock was harder than ever. He noticed that her panties appeared to be wet.

"Are you horny, Susie?"

"Oh yes."

"Rub your pussy through your panties for me, and squeeze one of your tits through your top."

Susie ran a hand down between her thighs and used her middle finger to rub her clit through her panties. She was soaking her panties, now. With her other hand, she lifted one of her huge tits and fondled the nipple through her shirt.
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