Pass or Fail

Amy stormed into her dorm room and threw her books on her desk.

"Damnit, I'm freaking failing this class!"

Her roommate Carey looked up at her, wide eyed, from her computer.

"What class is it?" she asked, eyeing her rather angry friend.

"Stupid Computer Science! I fucking hate it, but I need the stupid credit!" Amy snarled, her voice sharp. "The professor sits up there, all high and mighty, and thinks that we can 'magically' understand all of his geek speak. I mean, come on, we're not all geniuses."

She flopped onto her bed in exasperation, her red hair fanning out over the pillow. She didn't want to mention to Carey that she'd secretly been lusting over the guy who was teaching the class while she was supposed to have been taking notes. And that for all the time she'd wasted dreaming about a night with him instead of paying attention, he didn't seem to notice her at all.

Carey frowned along with her friend and asked, "Isn't that Professor Moore's class? He's a newer prof, ain't he?"

"Yeah, he's new," Amy sighed, " and he's tough. Really tough! Have you ever seen him?"

"Why? Is he cute?" giggled Carey.

Amy rolled over onto her belly, her pillow hugged to her chest.

"Well, maybe he is," She grinned. "Why don't you judge for yourself? Come to class with me tomorrow and see!"

Carey giggled harder. Amy rolled back over, holding her pillow tighter still.

"What the hell! Why not?" Carey said.

Amy looked at her upside down from the bed. She hadn't expected that answer, and now didn't quite know if a tag-along critic was what she really wanted. Especially one who knew her well enough to realize that there was no way she should be in this much trouble in what should have been a simple class for her. Oh well!! It was out there. No graceful way to back out now.

"Sure, why not?" Amy repeated, trying to be enthusiastic. "I could use the moral support."

The next day, the two girls found themselves walking across the quad towards the Computer Sciences building. Neither said very much. Carey seemed uncharacteristically lost in thought. Amy was trying to come up with any sort of a good excuse to go this one alone.

"Maybe you should talk to him," Carey finally offered. " I'll bet he'd be willing to help."

Amy just shrugged and held her books tighter to her chest. Her glasses slipped a bit, and she pushed them back up with a practiced motion. Finally, she made the decision to come clean.

"Ok, ok, so maybe he would help. I haven't talked to him because...well...I have a bit of a crush on him, and I'm a bit tongue tied around him, ok?"

She rushed through the last few words, hoping maybe they'd just slip by.

Carey looked at her with both approval and amazement.

"Ah-ha! I knew it had to be something like that!! He must be cute!" Carey giggled tauntingly.

"Terrific," thought Amy. "Just what I need!!"

She hadn't wanted to mention her crush to Carey because Carey had no problem attracting guys and being able to talk to them. With her long straight light brown hair, her ready smile and knockout curves, she had them eating out of the palm of her hand in minutes. Even though she wasn't a wallflower by any stretch, Amy had always felt a bit dowdy around Carey. She was shorter but curvy, and her long red hair and fair skin were enviable. Today she had her hair back in a ponytail and was wearing an oversized mans dress shirt, tied up to show just the right amount of skin over her tight, hip-hugging jeans. Still, she had herself convinced that all the sideways glances from they guys they passed as they walked must've been aimed at Carey, not her. Finally they reached their building, and as they entered the classroom, Carey's giggles echoed in her mind, haunting her.

Class was torture, with Carey whispering dirty or suggestive remarks in her ear all the time. From the moment the professor entered the room, she couldn't concentrate at all...as per usual. She watched his mouth as he lectured, his lean frame as he walked in front of the whiteboard, and became more and more nervous as the class drew to a close. When the bell rang, Carey pushed Amy towards the desk as the rest of the students filed out. With a nervous look over her shoulder, she approached the professor and cleared her throat.

"Um, Professor Moore? Can I...um...talk to you for a minute?"

He looked up from gathering his notes into his attaché case to see who had approached him.

"Um.....Amy? Right?" He said, waving at the final few students as they filtered out of the lecture hall.

Carey saw her friend's face flush when she realized that he actually knew her by name from the sea of anonymous CompSci students.

"And you?" he said, turning to Carey, "I'm afraid I don't recognize you. What happened? Did Amy drag you along to try to keep her awake during class? I see she didn't nod off, so you must've been keeping her stimulated."

Carey snickered, thinking about what the teacher would think if he really knew what she'd been doing to keep Amy's attention.

"Nice to meet you. My name's Carey. And yeah...I'm just passing through today."

"Well Carey, I'm hoping you'll be a positive influence on your friend here. For reasons I can't explain, she's just hanging on by a thread in this class. I've seen her transcripts and have no idea why this is such a struggle for her." He turned his attention over to Amy. "But I'm afraid the bottom line is that if you don't do something to turn yourself around soon, you'll be right back here taking this class again next semester."

Amy felt a bit ill hearing those words spoken out loud.

"So ladies, what can I do for you?"

"Um...look, Professor, I really need to pass this class, and I'm wondering if there is a way to get some tutoring, or make up work, or..."

Amy faltered, her courage deserting her in the face of his stern look. She licked her lips, and tried to summon up her arguments again. Carey kicked her ankle, and she stumbled forward, spilling her book and notes onto his desk. Red faced, Amy mumbled an apology, and the professor stopped her with an upraised hand.

"Really Amy, you're almost too far behind as it stands. I don't think that makeup work is going to cut it. Tutoring might help, but the semester is almost over, and I really don't see what we can do."

Amy's eyes watered, and she nodded mutely as she gathered up her books and notes she had spilled. The professor helped gather a few of her papers nearest him, and after glancing at them he paused and looked at her with a raised eyebrow. She blushed fiercely when she realized that the notes he held were from the day before, and they weren't computer science jargon. She had been daydreaming about kissing him and writing about it during the class.

He cleared his throat.

"So...I'm beginning to get an idea of what the problem is," he said, his face becoming even more stoic than before. The whole situation was calling up memories of how she used to feel as a kid when her father would scold her for something she had done, and she had to genuinely fight the urge to just turn and run away. Even Carey felt a bit awkward standing there, watching the scene unfold.

"Look," he continued, "If there's one thing that burns me, it's a talented student throwing away a promising situation because her mind isn't where it should be in class. I know what you're capable of. I know this should be a snap for you."

She squirmed uncomfortably in place. He sighed, and thought for a moment.

"I'll tell you what. You're not going to get an A in this class, but you're not guaranteed an F either. If you really ace the final, you've got a chance of squeaking out of here with a D. Why don't you swing by my office tomorrow evening and I'll give you a one-night, crash tutoring session. You're bright. You should soak this up in a snap! Maybe it'll be enough to just put you over the top."

Her face brightened.

"But..." he continued, "You'd better come prepared to study! A semester's worth of review in a night isn't gonna be a piece of cake!"

"Oh don't worry!!" Amy said, suddenly hopeful, "I'll make you proud of me!"

"So go on then! Get out of here, and I'll see you tomorrow...my office, 7:30."

"Don't worry, Mr. M!" Carey replied. "I'll make sure she's ready!"

Amy could barely make it through the next day. Luckily she didn't have his class that day so she was able to block it out and focus on her other work. But then as the evening rolled around, she was starting to get the nervous jitters. Carey noticed, and just had to razz her a bit about it.

"Oh come on, lighten up you dweeb! You're finally going to get a chance to see him all by yourself, and all you can do is fret about it." She started rooting through Amy's closet, pulling out top after top. "Damn, woman, don't you own a single piece of clothing that shows of any kind of skin?!"

"I'm going there to study, Carey, not get laid!"

Amy looked at her friend with exasperation.

"Yes, I think he's hot, but he's not going to want anything like that from me."

Carey looked at her from over her shoulder and smiled.

"Amy, take a chance. He's young, cute, and he's the one who made this late study session. It's the perrfect opportunity!"

She grabbed out a black button down shirt, and tossed it aside.

"That's it, I'm loaning you one of my shirts. I didn't realize what a sorry shape your closet was in."

Amy rolled her eyes, and nervously chewed a fingernail. Carey started tossing tops at her.

"Look, I know that you can be very shy, and that you haven't had a lot of action. Is there anything I can do to help you relax?"

Amy shook her head, then started to pull off her own shirt to try on Carey's. Carey looked at her friend with a bit of gleam in her eye. Amy had beautiful breasts that swelled with every breath, and her hips flared very nicely into her low rise jeans. Carey leered at her and said, "If he says no, he is missing out!"

Amy blushed. She pulled on a tight tank top that Carey had given her that left very little to the imagination. Carey smiled in a naughty way and winked. Amy looked at herself in the floor-length mirror, and shifted around,

"I think I'll borrow this one," she said, thinking that maybe she might...just might... take a chance after all.

Carey followed her to the professor's office that evening, giving her all kinds of flirtation advice.

"If he comes over to point something out, brush your hand against his! If you have to go to him, lean over enough to give him a glimpse of cleavage...and hold it there for a second! Trust me, he'll get the idea."

Amy nibbled nervously on her lower lip and sighed. It wasn't like she didn't want to give it a try, but she was afraid that he would take offense and ask her to leave and that would lead to even more awkwardness in the classroom. Possibly also, she thought, to her dismissal from school.

"All right Carey, leave it be," she said finally, her nervousness making her voice tremble just a bit. Carey looked at her friend and gave her a hug.

"You'll be all right Honey. And hey... I'll be just outside in case you need backup," she said with a big grin.

Amy grinned back at her, trying to match her friend's irrepressible good humor. Then she straightened her borrowed top, took a deep breath, and summoning up her moxie she knocked boldly on his office door. When he said, "Come in," Carey gave her a big thumbs-up, a naughty wink, and sent her on her way.

She stepped into his office for what she realized was the first time. It was a bit more pedestrian than she'd imagined...bookshelves, closet, large desk, a few chairs, small sofa against the wall. Somehow she'd envisioned a swanky oak and velvet office for him, like you might see at Harvard or Oxford. And then she noticed him. He sat behind the desk, looking down at his notes as always. He was dressed much more casually this time. Gone were the professor's slacks and ties from the classroom. Instead he was wearing a simple white T-shirt and a pair of vintage jeans. Amy did a double take when she saw him. She had to remind herself that this was a teacher and not some upper-classman that she might run into in the dorm or the local Starbucks.

"You know," he said thoughtfully, and then finally looked up at her, "I've been thinking about how this would go all day long."

Her heart leapt at those words. She had been thinking about it too...about a taboo late-night rendezvous between teacher and pupil.

"And I've decided," he continued, "That the best way to go about this would be to pretty much summarize each unit we covered. It'll go quicker that way, and you're bright enough to read between the lines and fill in the details later."

"Read between the lines," she thought to herself. "God, if only HE would read between the lines!! Figure out why I'm wearing this damn tank top to a study session...why I'm flunking a class when I should be blowing the curve for everyone else!!"

"Amy?"

She realized she was doing it again. Letting her mind drift off on tangents rather than focusing on what she was really there to do.

"So what do you say Amy? Should we get to work?"

She sat down in one of the chairs, pulled it up by his desk, and pulled out her notebook. For a while they worked on a couple of units. She quickly came to realize that once she buckled down she was really getting the concepts quite rapidly. Still, she was finding it very hard to ignore the fact that he was barely three feet from her. She was acutely aware of the way he smelled, of the way the muscles moved under his tight t-shirt, and the timbre of his voice...so close she could hear it resonating in her ears and feel it sending shivers down her spine. Her nipples were achingly hard, and she had a hard time keeping that fact from him. He made computer language sound erotic; and the way he glanced up at her from over his glasses was making her heart skip beats. She started to lose focus again, her body taking over and shutting her brain down as he tried to review the third unit. He looked at her and blew out a tired breath.

"I think it's time for a break," he said, standing and stretching, and her jaw dropped watching him move. His jeans were just tight enough on him that she could see the curves of his thighs, and when he turned to walk around his desk, she saw the tight roundness of his ass. She literally had to shake herself out of her erotic reverie, and she stood up as well, rubbing at her eyes, trying to look inconspicuous.

"Well, we're moving along at a good clip," he said, sitting down on the couch and leaning back a bit. "I think we'll be done in about 3 more hours. If you applied yourself this well in class, we wouldn't have to be cramming like this." "I know, Professor, I'm sorry," she stammered, her eyes never leaving him. She walked over and sat on the opposite side of the couch, her heart pounding, her breathing coming faster. Her panties were getting damp from her heightened arousal, and her jeans felt tight from the swelling of her sex. "I do understand the concepts, I just get a bit..." She stumbled for the right word. "...Distracted, that's all." He arched an eyebrow at her, and smiled tiredly.

"I've noticed. Look...I know my classes don't cover the most interesting topics in the world, and I know how hard it is to constantly pay attention, but you just can't slack anymore!"

Something in the back of her mind started to think of all the little "tips" Carey had given her. Almost against her better judgment, she decided that if there was ever going to be a time to pull out the stops, the time was now. She smiled shyly at him and scooted a bit closer to him.

"I do pay attention," she said, biting her lower lip as seductively as she could, "it's just that sometimes I'm just not paying attention to the subject matter."

She leaned closer and placed her hand on his knee. He looked at her in surprise for a moment and then abruptly stood up. The outraged look he gave her nearly melted her as he said, "I don't really think that that is appropriate at all!!"

She stood up as well. Now that she'd made her real intentions for the evening known, he all of a sudden became very aware of her body and the unexpected ambush she had been trying to set. He could see her breasts swelling in her top as she breathed rapidly, and her nipples standing out in blatant detail against the tight fabric. And then he noticed what he knew was the real Amy. She was blushing furiously and tears stood out in her eyes, telling him she knew she had made a terrible, stupid mistake.

"Oh god! I'm sorry! I'm so sorry!! I should just get going!" she stammered, going over to gather up her notes.

He put his hand on her notes to stop her and shook his head.

"No, we need to finish this session. I don't want you to fail Amy."

As her named rolled off his lips she shut her eyes, trying to calm the rush of hormones making her dizzy with embarrassment, humiliation, and desire.

"I'm going to go get a coffee, give you a minute, then I'll be right back." With that, he walked out the door.

Amy watched him leave out of the corner of her eye. She sat down in her chair with a sigh, a whirlwind of emotions flooding her body. Part of her wanted to crawl under the desk and die. Another part of her kept telling her what a wonderful, sensitive, forgiving guy this had to be, and that part of her was setting her on fire. The door opened a bit, and Carey stuck her head in.

"I saw him leave," she said, "how's it all going?"

"Oh, I made a move, and he rebuffed me. I've made a total ass out of myself," Amy said with a sarcastic sigh. "And regardless, I just don't think he finds me attractive at all."

"You've got to be kidding me! What the hell's wrong with this guy?" Carey wondered out loud. "Ok...it's not ending like this! Come with me!!" Carey grabbed Amy's hand and yanked her back into the office.

"What the hell are you doing??!!" Amy yelled. "It's over, OK?? I made a fool of myself, now it's time for me to pass or fail on my own!"

Carey took her cell phone out, put it in camera mode, and handed it to Amy.

"Oh no...this isn't over yet. You're passing this class! Just be ready!" she said, and ran over to hide behind the closet door.

"Carey! What the hell are you doing?!" Amy yelled with an incredulous look on her face. "You're gonna get me expelled!!"

She never got her answer as the door opened and Mr. Moore walked back in. Amy stood there, panting and confused.

"Are you OK?" He asked her, looking at her curiously. " Ready to really get down to work?"

She looked nervously towards the closet. "Uh huh..."

"Good!" he answered with a smile.

He moved around and sat down behind his desk.

"Third unit...."

Just as he started, a half-naked Carey ran out from behind the closet door.

"NOW!" she shouted to Amy as she flew across the room and landed in the professor's lap. Amy took out the cell phone and hit the camera button, catching a perfect shot of Carey kissing the professor, her naked breasts pressed up against his chest.

He struggled and finally lifted her up off of him and dropped her down on the desk.

"What the hell do you think you're doing??!!" he demanded. "Are you looking to get yourselves kicked out of school??!!"

Carey looked at him like the cat that had swallowed the canary.

"Oh no," she began, "Just the opposite!"

Amy looked at them, not knowing how to feel or react. She was embarrassed as hell, she was impressed with Carey's initiative, and she was actually furious that Carey had been the one to kiss him and not her.

"You're going to be passing my friend Amy here," Carey continued.

"And why exactly would I be doing that??"

"Well," A powerful grin crossed Carey's face. "How do you think the administration would react to a picture of you kissing me behind your desk! And me?? Oh my, I was so hurt that a professor would take advantage of me like that!!"