Making the Grade Ch. 02

"Then what do you do?"

"I play with...my breasts."

I watched in delight as her nipples hardened as she spoke, her skin showing goosebumps as her level of arousal slowly increased.

"Do you like to pinch your nipples?"

"Sometimes," she replied. "Sometimes they're too sensitive."

"What do you do next?"

"I...I'll lightly touch myself...through my panties."

"How does that feel when you do it?"

She was looking down at her lap. "Really good."

"Do you take off your panties or slip your hand under them?"

"Under," she whispered.

She was breathing heavy now, almost panting. I caressed her arm with the back of my hand then lightly touched her neck, down her chest, to her perfect little breasts. She took in a sharp breath.

"Do it," I whispered.

Jennifer's right hand slowly fell to her bare thigh as her legs parted slightly. She waited for what seemed an eternity, then began to caress her sex through her thin white panties. She made little noises as she did so, driving me absolutely crazy. I continued to caress her tits, occasionally pinching her nipples, which always got a little groan from her.

"Do you like how it feels when you touch yourself?"

"Yeah," she replied.

"Go ahead," I said.

She didn't at first, but after a few seconds, Jennifer slipped her hand under her panties, which showed signs of her arousal, and began to rub her pussy in a slow, circular motion.

"Is this what you want, Mr. Allison?"

"Yes," I said. I took her left tit into my mouth and sucked hard.

"Oh!" she moaned.

After a few moments, I said, "Go faster," I ordered.

Jennifer moaned as she picked up her tempo. I wasn't sure if she was comfortable enough to come yet, but at the very least I would get her ready for what was to come next.

"How does that feel?" I asked.

Her eyes closed, she answered, "So good...so good."

I took her other tit into my mouth and, sucking her nipple hard, scraped it with my teeth.

"Oh," she moaned.

Jennifer's hips began to gyrate as she continued to rub her pussy with increasing speed. Maybe she was going to have an orgasm after all. How perfect, I thought.

"Don't stop," I said. "I want to watch you come. You look so beautiful," I whispered in her ear.

"Oh, oh, oh," she moaned. She began to pant and whine as her orgasm approached. Her porcelain skin flushed around her chest, neck and face as she opened her mouth, closed it, then whined as her body shuddered in pleasure. She continued to touch herself, her legs trembling, her body convulsing, her left hand gripping the edge of the sofa for support as she slowly came down.

When she was finally done, I said, "That was beautiful."

She gave me a weak smile.

"You enjoyed it, didn't you? You liked touching yourself for me."

"I...can I go now, Mr. Allison? I don't know what came over me."

I had been leaning forward, taking in the erotic site of my young student making herself come in my office. I leaned back in the sofa, looked into Jennifer's eyes, then down to the obvious bulge in my pants. She followed my eyes. The look of surprise on her face was genuine and irresistible.

"You see what you do to me," I said.

She looked down at the large bulge then back up at me, her eyes questioning and unsure.

"Unbuckle the belt," I said in a soft voice.

"Please, Mr. Allison, don't make me do this...my boyfriend..."

"...isn't here," I interrupted, "and is just that - a boy. He has no idea how to satisfy you. Trust me."

I took her hand and placed it on my cock. She gasped in surprise.

"Squeeze it," I said. "Feel how hard I am for you."

Licking her lips, an involuntary motion I was sure, my student unbuckled my belt and unfastened the button to my pants. Helping to move things along, I pushed my pants down to my ankles, leaving me in my boxer briefs with a massive bugle that was aching for release.

"Oh my God," she whispered.

I'm not porn star big but certainly above average. Apparently, Jennifer's boyfriend was not. I smiled to myself at her reaction and that realization.

"Get on your knees," I said.

Jennifer looked at me with a pleading look. She had already proven to be a willing (if not reluctant) partner in this endeavor. I pointed between my legs and a moment later, Jennifer acquiesced.

"I'm sure you've given blow jobs before; am I right?"

She nodded. "Yes, sir."

"Take it out."

Jennifer bit her lower lip, then placed her tiny fingers inside my waistband. I lifted my hips as she slowly pulled my boxers down to my ankles.

Jennifer gasped, putting her hand to her mouth. It was great for my ego.

"Do you want to pass this course and graduate?"

"Yes, sir," she said in a resigned voice.

"Then take it in your hand."

Tentatively, Jennifer took hold of me in her little hand and squeezed just enough for a drop of pre-cum to ooze out.

Damn, her hot hand felt good wrapped around my cock. "Yeah," I croaked. "Now suck my cock."

Looking up at me with those big, expressive eyes, then at my cock, Jennifer licked her lips and took the head between her lips. I couldn't help but moan as I felt her hot breath on me, her lips wrapping around the head. Looking down between my legs and seeing this petite Asian schoolgirl with my dick in her mouth - it was like dream come true. I felt her tongue against the sensitive underside of my shaft as she slid my cock in further, slowly bobbing her head.

"Oh, God," I moaned, "that feels so good. You've done this a few times, haven't you?"

She didn't answer, except to increase her tempo and depth, taking over half of my length down her throat. I moved her hair out of the way, holding it in a ponytail.

"Yes," I hissed, "deeper."

Taking me as deep as she could, Jennifer gagged each time my cock hit the back of her throat. Using her hands now, she was obviously trying to get me off as quickly as possible. She had no idea I was just getting started.

"Come here," I said. "Kneel on the sofa here." I patted the space next to me.

Jennifer stood up and got on the sofa. Her lips were red, her eyes watery.

"Keep going."

She leaned over me on her knees and took me back into her mouth. I couldn't help but raise my hips to meet her, causing her gag on me. Pulling her hair up into a ponytail again, I took it in my left hand and began to gently push her down each time she pulled away. With my other hand, I grabbed her tight ass and spanked it. Once. Twice. Then, unable to contain my excitement, ripped her panties down to her knees.

"No!" Jennifer pleaded, momentarily coming off my cock.

"Did I say you could stop?"

I gently but firmly pushed her back down on my manhood. Reaching for and finding her warm, wet sex, I used my middle finger to put steady pressure at her entrance. Jennifer moaned on my cock then groaned as I penetrated her. Fuck, she was tight. As her rhythm quickened, I slipped a second finger inside her, quickly pumping her pussy while spanking her ass with my other hand.

Jennifer valiantly took everything I had until I felt my orgasm rapidly approaching. She must have felt I was close because she used her hand again to stroke me as my cock swelled in her mouth.

"Oh, FUCK!" I hissed. "Swallow it!"

I held her still as I thrust up, making her gag once more, unloading inside her mouth and down her throat. She struggled to take it all as some of my cum spilled out of the sides of her lips. When I was completely spent, I let her go. She fell back onto the sofa, her skin glistening with perspiration as she wiped her mouth.

"That was amazing," I said. "And I know you enjoyed it."

"Mr. Allison," she said in a hoarse voice. "Please, can I go now?" She whispered, "I feel ashamed."

I looked over at her lying back on the sofa. Her skin was glowing; her legs splayed open as she caught her breath. My eyes naturally drifted to her puffy, glistening pussy. I needed to taste her. In one quick motion, I grabbed her ankles, pulled her to me, and lowered my mouth to her sex.

"No! Please!" she exclaimed, kicking her legs in a feeble attempt to stop me.

I licked around her outer lips, sucking them into my mouth, dipping my tongue inside her slit, tasting her tangy-sweet nectar.

"No..." she signed, her legs relaxing as I pushed them down so her knees were by her head, giving me full access to her tight little hole.

I bathed her with my tongue, licking her from her butthole to her clit as Jennifer's protests slowly turned to moans of pleasure. I had her hold her legs in place to free my hands. I placed my thumb at her entrance as I lapped at her clit with increasing speed. Exerting the slightest of pressure, I allowed her pussy to take my thumb in when it was ready. When it finally slipped inside, Jennifer sighed, gyrating her hips ever-so-slightly as I began to push down on her sex.

"OH!" she moaned loudly, as I fucked her in a slow, steady rhythm.

I reached for her tits with my free hand, lightly pinching her hard nipples while continuing to suck on her clit and finger her wet hole.

Her legs trembling, her moans rising in pitch, I could tell Jennifer was close to coming. I took her to the edge, then released her clit while still fucking her, though with less pressure. She whined her displeasure. That's when I went to work again, sucking and licking her little bud of pleasure and pounding her sex with the weight of my hand thrusting down and in, the sofa squeaking with each downward thrust.

"Oh...Oh...OH!" she groaned.

I looked up at her. Jennifer's beautiful face betrayed her unbridled pleasure. She was close to coming, but I wasn't ready to let her. I wanted her to beg for it. Easing the pressure I was exerting on her swollen clit, I simultaneously stopped thrusting my thumb into her but continued to massage her vaginal walls, the sounds of her wet pussy making my cock ache.

"Oooooh," she moaned, opening her eyes. Her hips began to gyrate, trying to get me to continue; I don't even think she realized what she was doing.

When I felt she had sufficiently cooled down, I started again - first sucking her clit between my lips, licking her nub with long, flicking strokes; then, pulling my thumb out almost entirely, caressed that delicate area between her pussy and her butthole.

"OH GOD!!" she groaned loudly.

I licked her beautiful pussy for all I was worth, making love to her with my mouth. Fuck, she tasted so good, I had to consciously remind myself not to let her come.

Her moans filled the room as I licked her up and down, reaching for her tits, pinching her hard nipples, then closing my hand around her delicate neck. I squeezed - just enough to make her groan - then dipped my tongue between her engorged lips, tasting her juices.

Her moans rose to a fever pitch as she bucked against my face. She was close to an avalanche-like orgasm. I smiled to myself. She had completely given up her resistance; she was mine now. Just when I felt she was at the threshold, I backed off completely, standing up beside the sofa.

She whined, opened her eyes, a frantic look on her face. "Wha...please...why? I..." She was panting, her body trembling, her skin glowing in the soft light of my office.

My body was humming. I was more than ready.

"Turn around," I ordered.

Still on the sofa, she turned, getting on her hands and knees. I positioned myself behind her, my thick cock throbbing at her entrance.

"Tell me what you want," I said.

"Please," she whispered.

"Say it," I said. "Say it and I'll make you come harder than you've ever come before. Say it and I'll give you an A for the course."

"Fuck me," she said in a low, hoarse voice.

I placed my left hand on her shoulder and my right hand on her hip, then positioning the engorged head of my cock at her tight entrance, plunged in, going balls deep.

"ARRGH!" she grunted as I plowed into her body.

She was like a vice - so incredibly tight - I groaned and buckled over, falling on top of her. Staying there as she rested her chest against the sofa's arm cushion, I lifted myself off her momentarily, then plunged into her again, my pelvis smacking hard against her amazingly tight ass.

"You...feel...so...fucking...good," I grunted in between each hard thrust.

"OH, OH, OH!" she moaned as I pounded her again and again, the sound of our bodies smacking against each other filling the room.

I leaned back and pulled her with me by the hips, picking up my tempo.

"Yes...yes...yes!" she moaned softly.

I held her close to me, wrapping one arm around her chest, while the other reached between her legs - finding her clit and circling it with a steady rhythm that matched my hard thrusts.

I quickly rubbed her clit while grinding into her so that she felt every inch of me. I was like a man possessed. "You...going...to come...you...little...slut?"

"Oh, GOD!" she groaned. "Mr. Allison, please!"

I kept at it, kissing her neck, feeling her hard nipples against my forearm, the sound of her soaking wet cunt taking all I had to give. I was going to come. I could feel myself approaching the point of no return, my body tingling with anticipation. I held out for as long as I could, squeezing with my PC muscles until I couldn't hold back the deluge any longer.

"FUCK!" I hissed.

I kept on her clit, though my rhythm faltered as the massive convulsions of my orgasm rocked my body. I felt my shaft spasm inside her sex as I shot my load deep, buried to the hilt.

That must've sent her over the edge because Jennifer grunted, moaned, then pounded her fist against the sofa as she convulsed around my cock, sending a shiver down my spine as we came together. I held her tight as her orgasm took hold until finally we sunk in a heap on the sofa.

Still buried inside her, I brushed her long hair away from her face and kissed her on the temple. "That was incredible," I said in a soft voice. Now that it was over, I felt myself returning to a more normal state of being. "I...I hope you enjoyed it as much as I did."

We were on our sides, spooning, my slackening cock buried in my young student. She turned her head. "I should hate you for what you made me do," she said.

"But do you?" I asked.

"I have my A for the course?"

"You do."

"Then no, Mr. Allison; I don't hate you. I just don't particularly like you anymore."

I felt my cock twitch inside her tight pussy.

"I understand and accept that, Ms. Kim."

We eventually dressed, and Jennifer graduated on time and went to college the following fall.