Fucking For Grades

Having licked all of the cum from his cock, Barbara once again lifted her body up and dragging her huge tits over his stomach once again, lay down across his body. The two of them rested quietly as she felt a warm glow envelop her young body. She had done a fair amount of fucking in her young life, but nothing to compare with what she'd just experienced. Both of them dozed off.

When he awoke, he wrapped his arms around her sleeping body and rolled them over. Barbara lay spread open on the bed as he began to lick and nibble his way down over her magnificent body. She began to moan as he sucked her nipple into his mouth and gently caressed it with his tongue. Moving to her other breast, he sucked her other nipple to hardness and then began to nibble his way down her sleeping body. Licking at the edges of her pussy, she began to awaken as she felt his tongue probe between her engorged pussy lips. She relished the sensations that were coursing through her body as his tongue probed deep into her oozing pussyflesh. He sucked her clit between his lips and began to tease the tip with his tongue. Barbara moaned as her hips began to rotate, pressing her pussy closer to his tongue.

He trapped her clit between his teeth and gently applied pressure as his tongue teased the head of her love button. Her body convulsed in a powerful orgasm as he continued to tease her clit. He extended his tongue and licked between her open labia. She moaned with pleasure. Again he moved his lips to her erect clit and caressed it. His teeth applied pressure and his tongue teased it as she again exploded in a powerful orgasm. It seemed that he was able to bring her to one orgasm after another, almost at will and her body just succumbed to the passion of his caresses. Barbara was fully awake now and could feel her huge tits heave as her breathing was labored as he brought her to one orgasm after another.

Lifting his face from her pussy, he turned his body around and straddled her face as he once again lowered his mouth to her seething pussy. Barbara looked up and saw his cock hanging above her face and as she reached up with her hand, she guided his hardening cock to her moist lips. She heard him moan as she wrapped her soft lips around the head of his cock and licked the head. Then he spread his knees apart and lowered his cock all the way into her mouth. He continued to suck on her clit as her hips were shaking wildly and his cock filled her mouth.

Sliding his arms around her thighs, he pulled her legs up and then pulled them back, folding her body in half as her pussy pointed towards the ceiling. He continued to lick and probe her tight pussy as she felt his warm breath on her spread ass. He pressed his nose into the crack of her ass as his tongue probed deep into her quim. Barbara was wondering if he was going to go after her tight asshole and he wasn't planning on disappointing her. As his tongue teased her pussy and ass, his fingers descended deep into her dripping pussy and he probed deeply into her seething love hole.

Her body shook as she felt his tongue caress her tight rosebud. She'd never allowed a man to touch her asshole before and it felt strange yet wonderful. Her ass was fully spread and she felt his warm breath in the crack of her ass. His tongue licked over her sculptured globes and then descended into her crack. Her body began to shake as his tongue teased her asshole and his fingers probed her tight pussy. Then she felt the tip of his tongue press inside. She gasped as she felt the tip of his tongue enter her asshole as his fingers probed deep into her seething quim. She'd never had both of her holes filled before and it felt strangely erotic. His tongue continued to lick at her tight sphincter as she sucked hard on his cock as it filled her mouth. Her fingers wrapped around his hairy balls and she massaged them as she felt his wet fingers prod her tight sphincter. The combination of his finger and his tongue did not hurt. It felt good and passion began to overwhelm her writhing, young body.

Slowly and gently, he began to open her asshole up with his finger and tongue. Her body began to buck as he teased her pussy and asshole with his fingers and tongue. Her sucking on his cock became stronger as she felt her body overwhelmed by what was happening to her. Suddenly she felt him press her cheeks apart and his tongue began to tease her opening asshole. She gasped as she felt his tongue press all the way into her asshole. She was surprised at how good it felt and how much it excited her. As his tongue probed her virgin asshole, his thumb descended into her dripping pussy. He pumped gently into her twin holes and then she felt his thumb press against her sphincter. She gasped as he easily slid his thumb all the way into her ass. She could feel her sphincter close around his invading digit as he gently pumped it into her virgin asshole.

Lifting his cock from her mouth, Barbara realized that he was ready to take her. He turned his body around as he allowed her to lower her long, sleek legs. She braced her feet on the mattress as she lifted her hips slightly. As he lowered his body into her sweet saddle, Barbara reached down and grasping his cock, guided it between her spread thighs. She was a bit surprised that he aimed his cock into her oozing pussy. She felt him slip his thumb out of her ass as he slid his cock all the way into her tight pussy. Barbara began to roll her hips to meet his thrusting cock as he fucked into her magnificent, young body. She lifted her legs and wrapped them around his body as he fucked into her tight pussy. Then she felt him slide his hands around her thighs and pull her legs up further as he tucked them under his shoulders, bending her beautiful body in half once again. With her legs positioned this way, his penetrations of her pussy were maximal and he rammed his cock deep into her oozing pussy as once again orgasms began to ripple through her young body.

Pulling his legs up close to her body, he sat back on his knees as her legs pressed against his chest. He gazed down at her panting titflesh as he wrapped his fingers around her lower legs and then slid them up to her slender ankles. She looked up at him as he slowly pulled her legs wide apart. Slowly he lifted her legs slightly as he held them wide apart and continued to thrust his cock into her seething pussy. Barbara felt her huge tits rolling on her chest as he fucked deep into her young body. Then he pulled her legs to one side and she felt her body begin to roll over as he kept his cock buried deep in her tightness. Barbara realized what he wanted to do and helped him roll her over onto her side. He lifted his leg over her soft thigh and continued to thrust into her body as she moved her upper leg forward. His hand moved down to her heaving breast and he squeezed her firm tit as his other hand came down to her ass. Barbara's body was writhing as she felt his cock piston into her tight pussy and his hands tease her tits and ass.

Then he stopped in her body and pressing on her upper leg, she rolled over completely onto her chest. She felt her huge tits press against the firm mattress as her long legs splayed out wide below him. She laid her head on the pillow as his cock began to move in her tightness once again. He lowered his body onto hers and she felt his hands slide under her breasts as his cock began to move in her pussy once again. As he fucked deep into her pussy, her clit rubbed against the soft sheets and in a moment orgasms began to ripple through her beautiful body once again. She felt his legs move between hers as he lifted his legs over hers and then bending his knees, slid his knees up beside her slender waist and sat up. Barbara moaned as he continued to shove his cock deep into her pussy and his hands teased her massive breasts.

Barbara felt his hands slide down to her flaring hips as he lifted his body and pulled her up onto her knees. Her body rose and she pressed her hands to the mattress as her huge breasts hung heavily below her chest. He adjusted his body slightly and continued to ram his cock into her tight pussy as her huge tits began to bounce back and forth below her chest. He gazed down at her stretched sphincter and then reaching under her body, he rubbed his fingers along her drenched pussy lips. Then leaning back again, he pressed his fingers, coated with her cum, into the crack of her magnificent ass and Barbara gasped as she felt the moistness slide into her tight asshole. For the first time in her life both of her holes were filled completely. Gently he began to probe her ass as her sphincter began to stretch once again. It was not painful, though she could feel the stretching. As her ass opened, he slid a second finger into her hole and began to gently fuck her ass with his fingers as his cock continued to fuck into her tight pussy. Barbara's body began to heave at the double assault on her twin holes. With a loud gasp the young beauty came powerfully, flooding her tight pussy with her warm flow. She had never had both of her holes filled at the same time. Finally, he slid his fingers out of her ass and pressed his thumb between her sculptured orbs and deep into her opened asshole. As he fucked her pussy with his cock, he fucked her virgin ass with his thumb and her huge tits bounced wildly below her chest as she came again. Barbara gasped and lowered her massive tits to the mattress as her twin holes elevated for his pleasure and her own.

He continued to fuck her this way until he felt that her asshole was open enough to accommodate his cock. Then easing his cock from her tight pussy, he looked down and could see that it was coated completely with her warm, wet flow. Adjusting his position slightly, he pressed the tip of his cock to her virgin asshole. Barbara gasped as he slid his thumb out of her ass and pressed the tip of his cock against her open sphincter. He wedged the tip inside and then brought his hands down to her smooth hips. Holding her tightly, he slid his hips forward slowly as she felt his cock begin to press into her virgin asshole. As the tip entered her body, she moved forward slightly.

"Give me the pillows," he said softly and Barbara reached forward and pulled the two pillows back around her side. Her professor slid them under her body and then slowly eased her down onto them as he kept his cock wedged into her asshole. Barbara felt the pillows under her hips as her ass was pressed upwards and her huge tits mashed to the mattress.

"Relax," he whispered as he leaned forward and kissed her on the back of her slender neck. A chill ran through her young body. Then he lifted his upper body and slowly lowered his hips as his cock began to move into her tight asshole. Barbara felt his cock penetrate her tight asshole as it slowly pressed into her open sphincter. She was surprised that it didn't hurt. Her hips were thrust upwards by the pillows as his cock slowly descended into her bowels. Barbara gasped as she felt the length of his cock slide all the way into her virgin asshole as his hips finally pressed against her firm asscheeks. He was all the way in. He waited as his cock filled her virgin ass and her tight sphincter stretched a bit more to accommodate the thickness of his cock. She felt his tongue tease the nape of her neck and nibble at her ear. She gasped as a deep shudder enveloped her body.

"Aaahhh!" she gasped as she felt his body begin to move and his cock slid out of her ass. When only the tip remained buried in her asshole, he then slid forward slowly as the warm, wet flow that coated his cock lubricated her tight asshole. Gently, he began to slide his cock in and out of her ass as her body began to respond to her first ass fucking. When she felt that her sphincter had fully stretched, she braced her hands on the mattress and as he pulled back, she lifted her ass and pressed her body backwards until she knelt before him. She felt his hands on her hips and he continued to piston his cock into her virgin ass as she pressed her hips back to meet his thrusts. Once again she felt her huge tits begin to bounce wildly below her chest as her nipples dragged across the soft pillows. She felt him lean over her body as his hands came under her chest and squeezed her massive tits as he rammed his cock deep into her virgin ass. She was really surprised at how much she was enjoying the experience.

Cupping her heaving tits in his hand, he lifted her upper body and sat back on his knees, bringing her with him. She sat on his lap, his cock buried to the hilt in her magnificent ass. As his hands caressed her panting tits, she ground her ass onto his impaling cock. His hand slid down from her breasts and then eased between her open thighs. He began to caress her pussy as his cock filled her asshole. Then his other hand came down to her pussy and he peeled her swollen labia apart and began to tease her erect clit as a powerful orgasm ripped through her body. He quickly brought her to another orgasm and then began to nibble on her soft shoulders. Barbara hips were in a constant state of motion as she teased his cock as it filled her virgin asshole.

Pressing her body forward once again, she went back to all fours and then he pressed her back down until she was lying prone on the bed, her hips thrust upwards by the pillows. Barbara felt him lower his body onto hers as her huge tits were mashed to the mattress. His hands slid under her breasts as she felt his legs slide out and press along the outside of her own legs. He nibbled on the nape of her slender neck as his cock slid in and out of her virgin asshole. His hands slid down her arms and he grasped her wrists as he pulled her arms out to her sides. His fingers slid between hers and he grasped both of her hands in his. Holding her hands firmly to the mattress he lifted his body slightly and began to really thrust into her virgin asshole. Barbara felt like she was forced down onto the mattress and she relished the feeling of being immobilized between his hands and his huge cock as it pistoned into her naked body. Her ass began to rise to meet every thrust into her loins.

He brought her arms down to her sides and then slowly he began to roll them over, first onto the side and then he rolled onto his back as she lay on top of him. Her long legs splayed out to either side as she felt his hands released her own and began to caress her body. He teased her tits, playing with her very erect nipples and then his hands slid down to her spread pussy and teased her drenched quim as his cock filled her ass.

Feeling his hands slide under her soft shoulders, he pushed upwards and Barbara, sat up on his body. She pulled her legs back and knelt astride his hips as his cock filled her ass. Leaning forward, she braced her hands on his raised knees and began to thrust her body up and down on his impaling cock. Barbara began to really ram her ass down onto his cock as he felt her powerful muscles begin to clamp tightly around his invading ramrod. She felt his hands on her hips and then they slid up across her ribs and pulled her gently backwards. Barbara braced her hands beside his chest as her back arched and her huge tits were thrust forward. She changed the position of her legs, lifting her knees and bracing her feet on the mattress. He watched as she lifted her ass and began to rotate her hips as she plunged down hard onto his ramrod.

She could hear him moaning as she fucked her ass hard onto his shaft and she gasped each time his huge cock filled her tight asshole. She got a very determined look on her face and braced her body as she ravaged his. It was going to be very hard for him to resist her tight ass and as she thrust her asshole onto his cock, he finally grunted loudly and rammed his hips upwards as she felt her ass impaled completely on his cock and it erupted deep in her bowels, sending buckets of hot cum to fill her virgin ass. Barbara gasped as another powerful orgasm enveloped her beautiful, young body and then she fell backwards onto his chest as her thighs remained raised and spread. She felt his tongue on her ear as his hands came up and caressed her heaving titflesh. He held her tightly as he kissed her neck and ear and she brought her hands up to his and held them firmly to her breasts.

Barbara lay silently on top of his body, his cock still buried deep in her ravaged ass. She relished the feeling of his hands on her body and his cock in any of her holes. She rested for a moment and then remembering what he'd said the first time, she lifted her body up and then eased her ass from his cock. Turning around between his legs, she looked down at him and then traced her eyes across his chest and down to his spent cock. Both of her hands came down to his cock and then she leaned forward and parting her soft lips, she wrapped them around his cock, sucking as much of his shaft into her mouth as she could fit. He moaned deeply as he felt her talented tongue caress the sides of his cock as her fingers closed around his hairy balls. He watched her as she licked and sucked on his cock.

When she had licked all of the cum from his cock, she sat back on her knees. He smiled up at her and extended his arms. She eased her body forward as she lowered herself onto him. Her huge, panting breasts grazed across his firm stomach and then slid down over his chest as she lay her magnificent body across his. She felt him wrap his arms around her as he kissed her cheek and then their lips met and he pressed his tongue between her lips and probed her mouth with his tongue. She lay silently on his chest as her panting breasts pressed against his chest and his spent cock brushed against the soft skin of her inner thighs as cum oozed from her twin holes. She drifted off to sleep for a moment as he caressed her back.

After a moment or two, he rolled her over onto her side and then onto her back as he once again lay in her warm saddle. She looked up at him as he lowered his mouth to hers and they kissed once again. Then he rolled off of her and she rolled onto her side and placed her head on his chest as he wrapped his arm around her soft shoulder. She was amazed at how good her body felt. When he finally got up, he helped her to sit up and then stand. He kissed her as he caressed her breasts and then the two of them began to get dressed. Gathering up their things, he turned off the lights as they got to the door.

"This was excellent," he said to her as his hand wrapped around her slender waist. "Much better than last time," he said. She nodded as she smiled.

"What was my grade?" she asked.

"Well, let's see. With bonus points, 110," he said. "You keep this up and you could ace my course," he teased. Barbara smiled at him. She did end up with an "A" in the course by the time the semester ended.

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