Passing Grade

Today was the day. She was ripe for the picking; he'd made sure of that. So eager to please in class, her mix of sharp intellect with naivety clashing to make her the perfect target for his plans. That, and the fact that her wide-eyed blushing face made his dick twitch whenever he looked at her.

A motivated student, she paid close attention to his every word, and deserved the As he'd been giving her. She was always the first to debate an ambiguous comprehension question, and made convincing and cogent arguments to prove her point. She had been at the top of the class all year and was gunning for the English award to get an upper year college scholarship. The award had seemed within her grasp until her grades in my class had taken a sudden dive. Watching her fight tears as she saw the C I'd given her last paper told me she was ready.

When her grades dropped initially she had marched up to my desk, confident she could change my mind. Her arguments were valid and yet I shook my head and told her how disappointed I was with the lack of quality work I'd come to expect from her. With each new assignment her confidence flagged and her desperation increased. With such a low overall grade in my class it was beginning to make her standard in the department laughable, and any extra money, which I knew she needed, look beyond her grasp, and the English award unfathomable.

I studied her sad face during our discussion of Middlemarch. Gone were her insightful additions to the discussion, replaced with a wavering depression and a glint of the desperation that was perfect for my plans. I ended the lecture and as she rose to leave I called her to my desk. She came, head low- defeated.

"Nothing to add to the discussion today, Miss Whitlaw?" I inquired. She just shrugged, tears welling up in her eyes.

"I don't know what's wrong with me," she said, "I used to be good at this. Now no masters program will want me, I don't know what to do anymore."

My moment had arrived and I struggled to maintain the casual disappointed tone needed.

"There might be a way to make it up," I said. Her head snapped up and the look of desperation in her eyes made my balls tighten and gave me confidence.

"I can return your grades to As, Miss Whitlaw, if you show me those delicious breasts of yours. Maybe they will do what your assignments have not," I said, this time not attempting to soften my tone.

Her small face went through a cartoonish array of emotions from surprise to horror and disgust. My plan could fall apart here. She could march right to the dean and I'd be finished, but I thought I'd read her better than that. I watched as she thought it through, and was glad I'd taken my time, deflating her bit by bit over term, removing what fight she had. I saw her reach a conclusion and she bit her lip and shook her head.

"That's wrong, Mr. Johnson," she sniffled. "How can you ask me that? You're my professor!"

I shrugged, maintaining a neutral face.

"That's my offer, take it or leave it," I said. She stayed by my desk, breathing hard, tears streaming down her cheeks for what felt like forever as I bent my head to mark today's assignments. Would she take the bait? I was rock hard under my desk in anticipation.

"I- I- can't!" She wailed and ran from the room.

I'd expected this, but still felt an extreme well of disappointment. It was going to be a stressful time while I waited to see what she'd do. But I was patient, and confident in the groundwork I'd laid.

She didn't look me in the eyes for the next week, but neither did the dean summon me. This time, I waited for her to come to me.

Friday afternoon I dropped a comparative literature review on which I'd given her a D on her desk and dismissed the class. The university building emptied quickly on a Friday and I stretched, happy for the weekend. There was a knock at the door, and I saw Miss Whitlaw standing there, breathing hard, eyes wild. She shut the door and almost ran to my desk, dropping her bag. I could barely contain my excitement. This was it.

She reached down and pulled the hem of her white cotton blouse up to reveal a lilac purple bra edged in lace that made my mouth water. Her breasts jiggled as she panted, and I had a moment of worry she'd hyperventilate before she followed through, but she closed her eyes and steeled herself, reaching behind to unhook her bra. It fell to the floor and she stood there in her skirt, eyes down cast and her white skin flushing red. The soft globes of her breasts were everything I'd hoped for and more, their small pink nipples hardening in the cool air.

Words can't describe the strength of desire that rushed through me and I very nearly came right then and there. I'd been fantasizing about this moment all year and now it was here. My innocent student was standing in front of me topless, ready and malleable with desperation.

"Do I get an A now?" She asked in a small and defeated voice. Clearly ashamed at how she had given in.

"That was last week's deal, Miss Whitlaw," I drawled. "You took too long, and the price got a lot higher." Tears began to roll slowly down her cheeks, but she didn't say anything. I unbuckled my belt and pulled down my slacks, standing there in my boxers, cock straining against my rounded belly.

"On your knees." I commanded.

She knelt, still staring at the floor.

"Look at me!" I ordered.

Her head slowly rose, and she stared at me pleadingly through wet lashes, her lips full and quivering.

"Take it out," I said.

"I- I've never done this before," she said, confirming my suspicions. If it was possible, my interest sharpened even more until I was almost vibrating, waiting for her touch.

"Pull down my boxers," I instructed.

She did as she was told and shuddered as my cock sprang out, bouncing off her chin. There was already a drop of precum on its blunt tip and I took slow breaths, savouring the moment.

"Now wrap your hand around it and suck," I said, watching her perfect tits as she trembled.

It was my turn to quiver as her small hand wrapped around the base of my cock, not quite able to reach all the way around. What I lack in length, I more than make up for in girth, and I waited with anticipation as her lips moved closer.

"Like a lollipop," I suggested, sensing she needed further guidance.

She looked up at me and then back at my cock, straining out of its hairy nest. Then gave it a little lick and immediately grimaced, disgusted by her own actions.

"Put it in your mouth," I commanded.

She paused a moment longer, and then slowly opened her mouth and wrapped her lips around my swollen head.

I was in heaven. The sight of her tear strewn face, fallen drops glistening on her chest, and rosy lips wrapped around me, contorting her face as she tried to follow instructions and suck, unlocked something inside me and I lost it.

I grabbed the back of her head and started to fuck her face, letting go of all the tension I'd felt since the moment I'd laid eyes on her. My office filled with wet sounds as she struggled to breathe and with my grunts and groans as I fulfilled my personal fantasy. All too soon I felt my balls tighten and what was left of my rational brain began to formulate a plan to make this last.

A fountain of cum erupted from my dick, the first spurt deep in her throat, and the next splashing across her nose. I grabbed the back of her head and deposited the rest in her mouth as she gagged and spluttered. The sight of her covered in my cum was a sight I could look at for the rest of my life. I snapped a picture with my phone while she struggled to get her breath back.

"Swallow," I commanded.

I saw her gag, and more of my cum ran out of her mouth and down her chin. Her eyes were red rimmed and she was sobbing in earnest now.

"I told you to swallow," I said, voice rough and implacable. "If you had swallowed this would have been over. It's only over when you take my cum inside you and keep it there. That's how you make me better." I gestured to my still raging hard-on. "You didn't give it the right sort of release, so now we have to try something else. You can't leave me like this."

Secretly I was a little amazed to still be standing, but months of jerking off at home and fantasizing about this moment had apparently given me superhuman staying power. I grabbed her arm and pulled her to her feet. She came, limp as a rag doll. I pushed her face first down over my desk and took a moment to admire her white panties and how her skirt framed her juicy little ass. She lay there unmoving, still crying, but resigned as I removed her panties, putting them in my desk drawer as a souvenir.

I gave her ass a sharp slap and relished the sight of the red handprint it created. She gave a little mewling cry that motivated me to do the other side too. I then spread her cheeks and admired her tiny pink holes. I ran my finger between them, circling her pink pucker while she moaned and whispered, begging me to stop.

"Not there?" I asked. "Alright then, I'll go here instead," and lined my cock up with her pussy lips.

She had told me she was a virgin, I believed it, but wanted to feel her break on my cock. I leaned over and swiped my finger down her face, scooping some of my cum up and rubbed it into her hot little cunt, lubricating her so I could fit my girth into her tight pussy. I pushed against her, feeling the resistance as my thick cock spread her bit by bit. I kept the pressure steady, holding her in place with hands on her hips.

I could feel her stretch, little by little, until I reached the limit, that barrier between me and being lost inside her. I drew back and slammed into her with all the force I could muster. She screamed and I felt her break, my cock reaching her depths.

I stayed in her for a minute, sheathed to the hilt in her tight pussy, rippling around my cock as it adjusted to my size inside her. Leaning forward, I groped her tits, pinching and squeezing the nipples, making her shudder. My hands full of the innocent weight of her breasts, I began to move slowly inside her.

As a result of my first load in her mouth, I found I was able to take my time. Savouring the strokes in and out, each new push inside her a revelation. I grabbed and kneaded her ass cheeks as I fucked her in long strokes, my thumb finding its way to her tight little pucker.

I pushed it inside, and felt the power of having her everywhere, gripping her insides and making them mine. I began to pump into her harder and harder, pummelling her pussy and feeling it grow tender and wet as her body struggled to accept me. This time I felt it building inside me like a slow and cresting wave, I rode that wave, higher and higher each time, her body a vessel for my pleasure. The sensation reached a fever pitch and I felt myself pass the point of no return. Moaning with ecstasy, I let go, spurting into her no longer virginal pussy, releasing more than I had ever thought was possible inside her.

I collapsed on top of her, savouring the feel of her now looser and used pussy around me. She didn't say anything, just lay there defeated as I softened and slipped out of her. I pulled my phone out and turned on the camera just in time to catch the gush of cum that flowed out of her abused pussy, hot white gobs dripping to the floor from her reddened lips.

I walked over to my discarded boxers and pants, dressing and instructed her to do the same. She moved slowly, jerkily, cum still over her face and dripping down her legs. I told her to go to the washroom next door and clean herself up. She nodded, eyes dead and began to walk to the door.

"Oh and Miss Whitlaw?" I called.

"Yes sir?" She said.

"I think we can turn that C into a C+ don't you?"