Passing Exams Pt. 03

Continued from Passing Exams, Part 2...

After the "education" from my well-hung roommate, I knew I was almost ready.

First, I got a container of lube. My roommate was smart and prepared for me, but I would need one to carry around. Also, I got a larger butt-plug. My ass was sore for several days after the thorough fucking from my well-hung roommate, and while it was incredibly enjoyable, I wasn't sure on the size of Professor Kafadar's dick and wanted to prevent any problems. Lastly, I carefully measured my body and ordered a full outfit; skirt, sexy shirt, small wedge shoes, black lacy panties, small lacy bra (even though I'm "flat-chested"), and a blonde slightly curly hair wig. Some makeup as well.

Once everything arrived, I tried it on. A few online tutorials on makeup and some practice, putting on all the cloths and looking in the mirror, I was completely unrecognizable and very attractive. Standing at 5 and a half feet tall, slender build, and full makeup and blonde hair, I very much looked like a very attractive college girl. Walking around the apartment with the wedge shoes and butt-plug made me feel very feminine and sexy.

"What a shame Steve isn't here to see this," I thought, regretting that my roommate had to leave town for a while before any of my new outfits got here.

Mustering my courage, I emailed Professor Kafadar to schedule a meeting to discuss my grades. I was lucky, he had an open schedule the next day. Knowing the last office hours he had were from 5pm to 6, I scheduled for that time.

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The next day, at the scheduled time, I arrive to the entrance of the building where my Kafadar's office was located. Fully decked out in my full outfit and makeup, I took a deep breath and pushed open the door.

The secretary at the front desk barely looked up from her desk where she was gathering her things. "Oh good, you're on time. Head on back." she nodded to the backroom. "I'M LEAVING KAFADAR" She yelled over her shoulder, startling me.

"That's fortunate", I thought, heading towards the back office and hearing the front door shut behind the secretary leaving for the day. I hadn't considered other people in the building, but now it really looked deserted. "Friday evening, I suppose very few people are here at all" I muttered.

Moving into the back office, I knocked on the door, where I heard "Come on in" from a professor I'd only seen and heard a handful of times.

With my heart fluttering, I pushed through the door and walked in. Kafadar was a heavy-set man of Middle-Eastern descent (but I couldn't remember where), flawless English, and was well-dressed in a nice suit. "Come in, come in" he waved "have a seat and we'll get started" and pointed to the chair in front of his large desk.

The office was large, a mix of library with shelfs of books lining the wall, and lounge with a few comfortable lounge chairs and a small couch off to one side. It was clear this was a place he took much pride in and spent much of his time.

Sitting down in the chair as directed, he sat down as well. "You've changed" he casually said, catching me off-guard. "You recognize me?!" I gasped, a little disappointed in myself.

"Of course, although you have certainly made, adjustments, to your old look" he hesitantly said, obviously trying to be careful with his words. "Anyway, what do you need today?"

I took a deep breath, doing my best to keep my thoughts together while talking probably too fast; "Well Dr. Kafadar, I know you're not happy with my academics. I rarely attend class, rarely turn in homework, and the last few exams have not been great." I took a deep breath and looked him in the eyes, which were wandering over my body. "I really need to pass this class."

Pulling out his gradebook and tearing his eyes away from me, he gulped a bit before saying "Well this isn't so good. You would without a doubt not pass this class without an 'A' on this last exam. You'll need help to make that happen, though" he said, with a small smile and a glint in his eye.

"Tell you what," he said, closing the gradebook, "I'm a nice guy, so let's see if we can work on getting you that 'A' that you need."

"Oh that would be great Dr. Kafadar, I would do ANYTHING for that 'A'" I said, as suggestively as I could muster. I really was hoping he was getting my hints.

"You know what, I think I know exactly what we can do to get your grades up" he smirked from behind his desk.

"Oh yeah, what did you have in mind?" I purred, knowing the direction this was going.

"Well come over here and I'll tell you", he replied.

I stood up and walked over to his side of the desk, wiggling my hips a bit to emphasize my ass.

Standing in front of him, I could smell his musky cologne. He looked me up and down, and gently lifted up my skirt a bit. Seeing my bulge in my lacy panties, he looked up to me with lust in his eyes.

"Yes, I think we can definitely work something out. Extra credit and so on" he said, still drinking me in with his eyes. Starting to get excited myself, and moaned a bit as he pulled the skirt and panties down.

"Lets work out some of the details." I purred, kneeing down in front of him. "I really need to pass this class" I said, slowly undoing his belt. "Is there anything I can do for you in return?" as I unbuttoned his dress slacks.

Kafadar just sat in his chair, breathing even more quickly now. As I was in between his legs, I could smell his musky aroma as I unzipped his pants. I NEEDED to taste his cock; the desire clouded my brain. I leaned in, pressing my nose to his boxers and nuzzled his groin. The heat radiated through and warmed my face, and the mass underneath pulsed and throbbed to me rubbing the outside of his underwear.

"Perhaps if I do you a favor, you can do something for me?" I purred, pulling the pants down the rest of the way. "Let's see if there is any work I can do for you" and I finally pulled his underwear down, reached in, and pulled out his cock.

Neatly shaved, Kafadar's cock was thick! At least two inches across, and his wasn't even fully hard! Not as long as my roommate, but the thickness reminded me of a beer can, and I suddenly had doubts about my skill to handle a dick this massively wide. The head looked like it was the size of a large plum! In awe, I tried putting one of my hands around it, and if I squeezed a bit my fingers could just about touch.

"Oh, that's feels amazing," Kafadar panted, "I think, if you handle this big assignment, you'll definitely pass your class. What do you think, cutie? Think you can handle it?"

His agreement was perfect, better than I had hoped. Now, I just needed to put all that practice to work on this freakishly thick cock.

I nodded, "Just leave it all to me."

I started cupping his balls while holding his shaft. "Even these are massive," I thought, barely able to hold both of his testicles in my hand. I hefted the massive meat up to my mouth and planted my lips on the tip of his head. It pulsed again and he groaned in pleasure, the shaft throbbing in my hand.

Encouraged by this, I moved forward and took him into my mouth, tasting the light sweat of his cockhead. I slid my lips further, shoving more of his meat into my face.

Hitting the top and bottom of my mouth, I couldn't take more than half of his shaft into my mouth, but that wasn't going to stop me from getting that 'A'! Relaxing my jaw as best I could, I bobbed onto his cock as it continued to grow, egged on by his groans of pleasure. With my right hand, I fondled his big, warm balls and pumped on the rest of his shaft that I couldn't fit in my mouth.

"Gooood girrrrl" he growled. He had started to pull my head into him with his hands and thrust toward me with his hips. "GGGLLLLLLLGGGGGGG!!" I loudly gagged on his thick cock hitting the back of my throat.

"Oh sorry, too much for you?" my professor asked, in a teasing way. "I hope you're not ready to give up already?"

I doubled my efforts. My hands rubbed his shaft, occasionally fondled his balls, and I used my tongue to like the head while bobbing up and down on the end of his cock. But no matter how hard I tried, I couldn't fit any more into my mouth.

"MMMMMMM" Kafadar groaned, "That feels spectacular. But you're going to need to do something about the rest of my cock or I'll never cum."

Frustrated, I pushed my head down onto his dick even harder, and gagged again even louder "GGGLLLLLLLGGGGGGG!!!!"

After a few more minutes, I finally lifted by head from his magnificent dick. "Let's try something else" I suggested, reaching for my bag.

Clearly a bit disappointed, my professor looked like he was going to ask what I had in mind when he saw me pull the lube out of my backpack.

I stood up and walked over to the couch, and poured some of the lube onto my lower back. It runs down over my buttocks and down my ass crack, and some of it trickles down my legs, tickling my leg hair. I rub my hands around my butt, spreading the lube around (I made sure to get plenty on my hole). Kafadar stands up and walks over behind me, cupping my plumb ass for a moment while stroking his cock.

"This may be too challenging of an assignment for someone like you" he said, taking the bottle of lube from me and pouring some on his thick dick. "But I love your enthusiasm, let's see what you can do."

He places his warm hand on my lower back, and slides down between my butt cheeks and opens them slightly. I can feel one of his fingers rubbing the outside of my hole.

"MMMMmmmm" I moan, "Please put it in me!" I wiggled hips suggestively.

I feel a finger enter my hole and starts probing around. Not used to the pleasurable sensation, I continued to moan and wiggle my hips. "No silly, I need that thick meat inside me!" I pleaded, still hoping it would fit.

He placed his cock between my ass cheeks and began sliding it up and down my slit. The pleasure was immense for both of us, as we both moaned from the sensation.

"Good girl, you're doing great." he said, continuing to fuck my butt cheeks. It feels so sexy having his cockhead brush against my rosebud, over and over, while I'm bent over and vulnerable. He continued grunting and thrusting, his hips and hard belly bumping into my butt, warming them.

I desperately needed his cock; the lust was overpowering. "Please professor, I need your big and hard dick in my ass. Fill me with your cream!" I groaned. As I grinded my ass against his girthy penis, I wondered how on earth something so big was going to make it inside my ass. It felt extremely hard and hot pressed up against me.

I can feel the cockhead pressing up against my poor hole, slowly taking more and more of the head in. Stretched to the limit, I clench my jaw and close my eyes, focusing as best I can on relaxing my sphincter before he hurt me. After a bit, the cockhead pops in and my professor pauses for a bit.

"Onnnnhhh. Ow." I grunted, "That hurt a bit. Give me a minute to adjust to your size."

Holding still for a moment, Kafadar starts pressing forward again. "That's good enough, I can't wait to feel the rest of your hole!" he grunts, continuing to push his massive dick further into me.

He let out a gruff sigh of pleasure and moved back and forth a couple inches in then a couple inches out. He lengthened his strokes. While the cockhead was the thickest part, the shaft was still bigger than anything else I'd ever had. To make it easier for me, I dropped my head into the couch and started spreading my ass with both my hands. "That's right, you cock slut. Spread your little ass" he grunted.

Suddenly he thrust all the way in, I felt his balls slap against me and I let out a yelp. "I'm a good girl." I whispered.

He started fucking me. Slowly. Rhythmically. I could feel every inch of his meaty member pull almost entirely out of me, then trust deep back into my bowels.

A consequence of my large ass was that there was a noticeably loud slapping noise every time my professor plowed into me. "Your ass is big and slutty, but you're so feminine and delicate. You're the perfect fuck." Kafadar groaned pleasure as continued to he fucked me with his beastly dick. The sound "Slap! Slap! Slap!" as he fucked me harder filled the office.

I started to lose all self-control, "Fuck me, Daddy! Unghhh--" as he continued slamming me harder and faster. It felt I was having several large beer cans shoved up my ass, with waves of pleasure making me lose all inhibitions and I was begging him to fuck me harder, cum inside me, make me scream. "Oh shit," I gasped. "Unh, I really am, ugh, your femboy bitch."

He was like a machine, in and out, in and out, "PLAP! PLAP! PLAP! PLAP!" His belly jiggled on top of me with every thrust. His hairy body grinding against me with each rapid thrust, like soft but scratchy carpet being rubbed into my skin.

My moans were girlish and loud. "MGHUNNHA HCHUM! UUUUUGH! I'M CUMMING!!!" Finally the pressure in me built up so much, I exploded onto the couch I was bent over.

"Get ready to have a real man cum inside you" my professor grunted, his heavy balls continuing to slap against mine with every thrust. He grabbed my ass cheeks, pushing them together as he pushed his cock deep inside of me.

"Ohhh!" he yelled. I felt his cock begin to orgasm inside of my ass. "Yes!" Kafadar exclaimed, his cock vibrating over and over again as load after load shot out of his dick. I felt a thick, warm liquid filling up my insides. The sensation of his thick dick filling my insides with warm cum seemed to last forever.

After several minutes, the large dick in my ass softened slightly and I felt him pull it out of my ass with a we "SHLUCK!" sound. The last rub against my prostate made me spurt one more time and moan "Unghhh!"

"Ugh, ohhh," I moaned. My asshole was gapped open, and a huge amount of my professor's white cum came oozing out and down my leg.

Kafadar sighed, patting me on the ass and nodding. "Excellent progress, definitely 'A' material. Anytime you want to study more, you schedule a time and come on by." He walked over to his chair and collapsed down into it.

Our business being done, I got dressed, pulling my skirt back on. My professor watched while I got dressed, thick jizz running down my legs. Finding my panties on the floor I bent over and grabbed them, and seeing him eyeing my cum-dripping ass, I walked over him. I shyly said "Would you like a souvenir?", handing the black panties out to him.

Smiling, he grabbed them, and pulled open a drawer in his desk. "Absolutely, I appreciate it. I'll add them to my collection." And with that, I looked down into the drawer and noticed that it was filled with dozens of panties of all colors and types.

"You bastard" I thought, "You do this all the time!"

I grabbed my bag and walked over to leave the office. "Come on baby," Kafadar yelled "At least give me a show as you leave!"

I blushed at him and decided to give him one last show. I flipped up the skirt and shook my ass, and left.

"I may have to stop by again" I thought, remembering that thick cock as I walked the quiet hallways.

"Only two more professors to go. I wonder if my roommate has ideas on them?" I pondered, "And when does he get back? I might need more 'practice'."

Continued in Part 4...