"These people need to see me in my office before the exam," said Professor Smith. James scanned the list of student ID numbers on the board, and sure enough, his was one of them. His heart sank as he gathered his books and left the classroom. He knew he was doing poorly in the class, but he thought he could pull a "B". Apparently the instructor thought otherwise.
His mind kept drifting back to calculus class for the rest of the day. He had received C's on the first two exams. There was one exam left. He would have to ace it if he wanted to get a B in the class. He needed that B to have a chance to get into medical school, and he did not have the time or the money to retake a class. Part of the reason for his poor grades was the instructor. She was a decent teacher, but she was absolutely gorgeous. James was so hot for her that he found it very hard to concentrate during class. Professor Smith was a young brunette about 5'5" tall. She had long, dark, straight hair, and deep blue eyes that mesmerized James whenever he saw them up close. She also had a very curvaceous body. Her waist was tiny, but she had a voluptuous ass and a huge breasts. During class most of James' concentration was focused on undressing her with his eyes. At the end of the period, he usually had to stay seated for a few minutes to let his erection subside before he could get up.
Now James had to go sit near that body, look into those eyes, and focus on schoolwork. It was a daunting task to say the least. As he walked to her office, he kept reciting everything he would say over and over in his mind. When he walked into her office, however, he forgot it all.
The door was slightly ajar, so he gave a light knock and pushed it open. Those eyes met him and stopped him in his tracks.
"James, right?" said Professor Smith.
"Uh, yeah," James stammered. He was only lost in her eyes for a second. Her ample breasts were bulging out of the top of a blouse that was unbuttoned almost halfway down. The sides of the blouse had slipped away, leaving the front of her bra and plenty of cleavage visible.
She caught where he was looking and apologized.
"I'm sorry," she said, buttoning up the blouse. "I never was one for dressing up". James sat down and covered his growing erection with his jacket.
"Let's talk about your grades," said Professor Smith. "I know you are pre-med, and I know you need better grades than this to get into med school".
"Yes ma'am," James mumbled, looking at the floor.
"What are you doing to improve on the final?"
James gave some excuses and went into a long explanation about how he would study more. She listened for a few minutes and then stopped him.
"You seem like a hard worker, so I'm going to give you another option," said Professor Smith, getting up. She walked around the desk and stood in front of James. James' heart beat faster as she stood right in front of him, leaning back on the desk. She was wearing a red skirt that came down to mid-thigh. The boots she was wearing during class that day were gone, and she was barefoot.
James realized he was staring again, and looked up. She was smiling and those beautiful eyes seemed to twinkle just a bit. He could not hide his disbelief as she reached down and removed the jacket from his lap. The tent in his pants from his erection was pretty obvious, and she laughed.
"It's obvious that you find me attractive," she said.
James was speechless. He gaped at her stupidly, until she spoke again, breaking his trance. Professor Smith began undoing the buttons on her blouse again. When she finished, she slipped out of it, one shoulder at a time.
"My last boyfriend dumped me several months ago because I ignored him. I have been so wrapped up in my work for the last couple of years that I haven't been able to manage much of a sex life. I don't have time for the bars, and I can't keep a boyfriend. It doesn't help that I have to watch fifty of you young bucks in class every day."
James mind was racing. His eyes were glued to those voluptuous breasts pressing out against the bra that barely restrained them. He couldn't believe what he was witnessing. The teacher he had lusted after all semester was standing there stripping in front of him!
"I've decided to see this as an opportunity. You need extra credit, and I need some lovin'. Are you interested in an extra credit assignment, James?" she asked.
"Uh, I ah, I guess I," James stammered. Professor smith just laughed at his inebriated state. She leaned forward until her face was inches form his.
"Good," she whispered, leaning in and pressing her soft lips to his.
She hugged James close, pressing her breasts into him. He returned the embrace, and the kiss. It was all happening so fast, that he couldn't figure out exactly what was going on. He was putty in her hands. She tuned, brushing the few papers on her desk to the floor. She tuned him to the desk and pushed him back. The next thing he knew he was laying on his back on the desktop, and she was on top of him, ripping off his shirt. She was like a wildcat. Before he knew what she was doing, both of them were completely naked. She began massaging his already hard cock. He thought it was going to explode as her hands glided expertly around it, kneading it into a long shaft waiting to be plunged into her hot, wet hole.
As he lay there with the biggest erection he had ever experienced pointing straight up at the ceiling, she stood up on the desk over him. She straddled his waist and slowly lowered herself over his shaft. He gasped as the head entered her warm pussy. She was extremely tight, but her juices had already lubed everything up, and it glided in easily. She moved up and down a few times, working it in a little more each time. After a few thrusts, she sat on him, plunging his shaft into her pussy all the way up to the hilt.
"Uh" he grunted, and she giggled, leaning down to give him a quick kiss before she began fucking him like a mad woman.
She rode his cock hard, her breasts flailing about wildly as the rest of her body bounced up and down on James' shaft. James reached up and grabbed onto the magnificent globes floating above him. He pinched her nipples, causing her to squeal. She leaned in closer to him and put her arms around his neck while continuing to fuck his brains out.
James felt a climax building after a few minutes, and put his arms around her waist. He pulled her to him harder as she thrust against him. His hips bucked, meeting her thrusts and plunging his cock into her pussy harder and harder. With one final thrust that seemed to last several seconds, he exploded into her.
"Oh James!" she cried as he shot a huge load of cum deep into her. With that, he was done. They lay together for several minutes, before she got up and dressed. James lay there for a few more minutes, recovering from the best sex he had ever had.
He finally got up and put his clothes on. She put the papers back on the desk, and began to read them as if nothing had happened.
"I'll see you again tomorrow, same time." she said as he slipped out the door.