2 comments/ 120697 views/ 52 favorites A Model Student By: henryo The handsome thirty-five year old Henry Crock had been teaching Art History for non majors for almost twelve years at State University and he was getting frustrated at many of the students' attitude. Caroline Gower was a perfect example of a brilliant student who thought she could walk through the class and still get an 'A'. She received great marks on all her tests but handed in two of her project assignments late. On the second occasion Henry got frustrated and gave her an 'F'. He figured that would teach her a lesson. And that was the reason he found Caroline at his office door that afternoon asking for a meeting. As attractive as the five foot eight inch blonde was, the sight of Caroline Gower irritated Henry. He knew what she was there for as he had her take a seat opposite his desk. "Professor Crock, I need to get an 'A' in this course." "It's a little late to be talking to me about grades, Miss Gower. With the term ending next week you couldn't get an 'A' even if you aced the final." "But I had an 'A' on all my tests." "I'm aware of that. But you submitted both of your projects late and that is a grade drop no matter what your scores are." "But professor, I was only a day late." "One day is late. I'm sorry, Caroline. And now I have to get to my next class." "Can I meet with you again?" "If you like. My door is always open." The next day after the last class Henry found Caroline at his office door once more but this time she was provocatively dressed in a short skirt and sexy blouse. Henry took notice of the outfit and wondered if it was for his benefit. He was soon convinced when Caroline let the skirt ride up her long shapely legs as she sat down. Her blouse which barely covered her ample chest was also opened one button too low for a student in his office. "What can I do for you Caroline?" "I was wondering if I could do an extra credit project to raise my grade." He had a feeling she would ask that question. He took a brief moment and analyzed her. It wasn't the first time he looked at her as a woman. He had noticed her attractiveness in class several times. Caroline was always flaunting her curvy figure around the campus. Caroline was well aware of the attention her breasts and tight ass got from the boys and men she passed and she was used to getting her way from the male population by teasing her way through life. "It's a little late in the term for-" "I've heard you are an excellent artist and I thought maybe I could pose for you." "Pose?" "Yes. Any way you like. I've been told I have a good body. Many people have told me I should be a professional model." With those words Caroline began opening her blouse. Henry's mouth opened as if he was going to say something to stop her but nothing came out. It was as if his eyes overtook control of his mouth saying, "Don't say anything to stop this revelation!". Henry fought with his inner feelings. One side of him said this was totally unethical while the other side was filled with lust, curiosity and a desire to see what may be a classic body underneath those frilly clothes. Caroline stood up as she peeled off her blouse and tossed it to the chair she just emptied. She stood there with a subtle smile modeling the lacey bra that encased her luscious breasts. She could see her professor's eyes widen as he stared at her body. His mouth was still slightly open but he didn't say anything so she reached for the clasp of her bra and unhooked it. Henry froze as Caroline revealed her breasts. He marveled at their perfection. Large, round, symmetrical, pert, almost too good to believe. He could feel himself weaken as things inside his mind and body reacted to the sight before him. He suddenly paraphrased a quote in his mind, "Are these the breasts that launched a thousand ships?" in other words Helen of Troy might have had a body like this. Then the reason for the Trojan War would have made sense. Seeing her body's effect on the male before her, Caroline didn't hesitate to reach for her skirt, unsnapping it and peeling it off in a quick move that almost startled the weakening man. The skirt landed on the bra and blouse now lying on the chair. Caroline struck a seductive pose. Henry began to breathe deeply. Caroline had not been wearing panties. She stood before him totally naked except for her tennis shoes. Did she go through the entire day without panties or did she remove them before she entered his office, he wondered. Nevertheless her clean shaven pussy was now on display just like her breasts and Henry couldn't remember ever seeing a more desirable, perfect body. The quiet that filled the office was only broken by the sound of Henry's breathing. Caroline took the moment to rotate slowly knowing all the time that her backside was just as attractive as her front. When Henry saw her beautiful ass he thought of a stone sculpture, perfect and hard, tempting any human to approach and touch it to convince themselves it was not an illusion. When Caroline was facing him again she spoke. "Do you like my body? It's all real you know. No plastic or surgery or anything. You can touch it if you don't believe me." Henry slowly got out of his chair and approached the vision before him. The five foot ten inch man had broken up two months ago with his long time girlfriend and was anxious on many levels to make contact with female flesh. By now his ethical side was fading fast. He had no love for Caroline only a lust that came from an educated desire long suppressed by society's limitations. An opportunity like this may never come again. A chance to engage with something near perfection. As he stood next to Caroline he took in the work of art before him. Though her body was ideal her face was slightly flawed. Not just because her green eyes were microscopically too close together but her expression brought with it an arrogant effect. Snotty remarks she made in class including the put downs and sarcasm aimed at her classmates who didn't measure up to her intelligence level. Henry had noticed several times how much the students disliked Caroline and how she didn't seem to care what they thought. Caroline's bitchy attitude in class spoiled perfection in the vision before Henry. But that didn't prevent him from reaching out and touching the shoulders covered with silky, soft skin. He wanted to start there first and work his way down. Caroline licked her full pouting lips as she felt his cool hands come in contact. She could see the admiration on his face and knew her power over him was growing fast. Years ago boys had introduced her to the world of sex in the wooded park behind her house and even though she was a willing participant she eventually realized how they were taking advantage of her. Now she was in charge. But the expression on the professor's face was not unlike the one on the boys that first watched her undress in the park back then. Henry moved his hands down off Caroline's shoulders and traced a line from her neck down to her firm breasts. Using his finger tips to sense the softness he circled the erect nipples then took hold of both breasts in his hands. They seemed so perfect he could hardly believe they were real but the touch of them convinced him. He could have stood there for a long time examining them but his hands wanted to continue their exploration of Caroline Gower's incredible body. Henry's hands left her breasts and moved to Caroline's flat stomach and curvy hips and as he leaned over slightly to view their trail, he felt pressure on his shoulders. Caroline broke the silence. "Get a closer look." Henry went to his knees before his student, his eyes at navel level. As his hands circled around to grab the hard mounds of Caroline's ass, Henry's eyes descended to her pussy. There wasn't a hair in sight, smooth and clean as all her skin seemed to be. As he marveled at the feel of her ass and the skin before him, Henry felt a slight pressure on the back of his head pushing him into contact with the area just above her pussy. Caroline felt no resistance as she brought her professor's lips into contact with her pubic area. She knew what she wanted and if his lack of resistance meant anything it was that Henry was a willing and anxious partner in her desires. Henry began to kiss and taste her skin while Caroline pressed his head down even more, moving it toward the lips of her pussy. Tingles went up her back as his tongue hit the button mark she was aiming for. Henry felt Caroline grab tightly his hair on the back of his head as his tongue began to work around her clit. A passionate grip. The slight pain he was experiencing meant nothing to him as he enjoyed the flavor and smoothness of Caroline's pussy. He actually felt Caroline's goose bumps as he moved his hands around her ass and lower back. Caroline was a little surprised that her professor was so willing to go down on her. Boys her own age seemed reluctant to eat her pussy, most preferring her to suck their cocks instead. Caroline's mind was soon becoming fuzzy as an orgasm neared. The action of Henry's tongue on her clit was something she was not used to and her arousal was heading to a peak at a rapid rate. Caroline began to moan and grind her pussy into Henry's mouth, pressing his head as she did with a firm grip on his hair. Making no effort to hold back she let loose, her knees buckling as her orgasm erupted. In her short life she had only had a few orgasms as a result of contact with boys. This man had done the job in only a few minutes and using only his tongue for stimulation. With his face wet with Caroline's juices Henry slowly pulled back sitting on his heals as Caroline sank into the chair behind her. Caroline looked down at her professor through her blurry eyes and enjoyed the sight of him kneeling there, his face covered with her cum. It gave her a thrill to have him worshipping her cunt. After catching her breath she got up and began dressing. "You're leaving?" "Yes, I've got to go." Henry watched Caroline's beautiful form move before him, disturbed that she didn't reciprocate in some way. So he remarked. "Tuesday will be the best day." "For what?" "To model for me. It's what you agreed to, right?" "But..." "Isn't it?" "Yes. Where do you live?" "Come to room 113 Tuesday at eight AM. You'll be here till five." "But I have a class Tuesday." "You'll have to miss it if you want your 'A'." Caroline didn't allow Henry to see her anger. She thought the little session would be enough for the grade she wanted. But she agreed and showed up Tuesday at eight. When she walked in 113 which was the adjoining room to his office she was surprised to find a group of students mingling. She walked straight to the office where she found Henry. "Who are these students and what are they doing here?" "They're going to draw you." "Me? I thought I was posing for you?" "You are. Me and my class. Now take off your clothes. Here's your costume." Henry handed Caroline a long transparent piece of silk. "This is my costume?" "Yes. Now hurry. They only have ninety minutes to draw you." "But I can't...." "There's a robe you can wear till we start the session. Hurry!" Henry left the room closing the door behind him. He smiled knowing just what Caroline was going through. If she wanted an 'A', she was going to have to earn it. And it wasn't going to be easy. He was going to teach her that she couldn't breeze through his class without making an effort. Caroline stood alone in the office staring at the piece of cloth. She angrily threw it down and started for the door but stopped before she reached the handle. After all, it is ART and there are only a few students, and all but one are female. She needed the 'A' to get into Harvard and if she walked out she knew he'd never give it to her. Caroline began to undress. When Caroline came through the door she had herself covered by the robe that was on the door and used by all the models. Everyone looked up to see what subject they had for the session. She didn't recognize any of the eight students and no one seemed to look at her other than in a curious way, wondering what she had on under the robe or what her body type might be. Henry walked her over to the model area where a simple wooden chair sat on a round platform. "Do you have the costume?" "Yes. I have it wrapped around me." "Well, Caroline, take off the robe and let's adjust it." As she took off the robe her view of the class was blocked by the professor so she had no idea how the students were reacting. She could feel herself blush as Henry adjusted the silk which came over her shoulder and crossed her breasts then fell between her legs. The material was transparent but at least it was something. "Don't be nervous Caroline. You're not the first nude model they've seen. Have a seat." As she did Henry stepped aside and Caroline had a view of the class, all seated on stools with large pads on their laps and holding charcoal or pencils. She could feel herself blushing as she scanned the room. Most quickly began to draw while a few just stared at her for a while. Caroline decided that the lone male was gay and that relaxed her a bit. But the look she was getting from one girl made Caroline believe she was a lesbian. She recognized that look in her eye as lustful and not analytical. Caroline had never had a lesbian affair though as a young teen she and a girlfriend kissed each other playfully when they got drunk one afternoon after school. But they were just comparing kissing styles and laughed it off. Deep in Caroline's mind was a memory that remained and that memory was exciting. At the moment the look she was getting from the lesbian made her uncomfortable. It was at least ten minutes into the session before Caroline could calm down. The students all became engrossed in their work. Henry walked around the room working with the students and Caroline eventually became relaxed at the situation. When the session ended she quickly put on the robe and walked back in the office. When Henry joined her Caroline was beginning to dress. "Don't bother dressing. You've got another session in an hour." "Another session?" "You're committed till five." Caroline dropped her bra and put the robe back on as Henry watched. Normally Henry didn't allow himself to get aroused by the nude models but Caroline was different. She had been so disruptive in his classes that he wanted some kind of retribution against her and this was the day for that. Henry turned on some music and sat on the edge of the desk as Caroline closed her robe and tied it shut, her anger evident from her movements. As Caroline sat there she tried to figure a way to better her situation. She decided her attitude wasn't helping and as her arm bumped Henry's leg she noticed out of the corner of her eye that there was a significant bulge in her professor's trousers. "You know, I really enjoyed our little session last week." "Yes...?" "Since we have an hour..." Knowing what he thought of her body and their last experience, Caroline stood up and let her robe fall open revealing a path down her body from her long beautiful neck to the floor. She passed the professor letting her hand casually graze across his lap. Henry immediately felt a surge. Even though he had watched her half naked body for the past ninety minutes it was as if he had never seen her before. She seemed to have almost a magical effect on him. A few seconds later Caroline was laying back on Henry's desk her robe fully open and Henry was on his knees again licking her pussy. While Henry's expression was determined and full of passion, Caroline wore a smile which occasionally became interrupted by moments of ecstasy. She was happily awaiting a series of orgasms content at thinking she was in complete control of the situation as she was a week ago. About ten minutes later as Caroline was just finishing her second orgasm she felt the professor pull away. "Don't stop! Please don't stop!" But Henry noticed with fifteen minutes before the next session there was still time for something else. He reached down and grabbed Caroline by the wrist pulling her up to her feet. Caroline opened her bleary eyes wondering what was going on. Henry stood her up, leaned against the desk, then pressed on Caroline's shoulders. She took the hint and dropped to her knees in the same position Henry had just vacated. "Isn't it time for-" "Not yet. We have time for this. Now, I think I've shown you how well I can use my mouth. Why don't you show me what talents those lovely lips of yours are capable of?" Forcing herself to remain smiling Caroline began to undo her professor's fly, submitting to his suggestion. As she prepared to give the blowjob, Henry pushed her robe off her shoulders so he could gaze at her body. Caroline let it fall to the floor and used it to kneel on. Knowing that everything she did at this point could affect her grade she was determined to give him a good blow job. She knew how to use her full, pouty lips and most boys became putty in her hands the minute her tongue touched their cocks. Caroline had plenty of experience sucking cock for a girl her age. It was something she did to get favors or to satisfy the boys that took her out, leaving the fucking she did for the boys she was serious about. She actually enjoyed the action for it was the one time she felt in complete control. Caroline's philosophy had become, 'Put a boy's cock in your mouth and he'll do anything you want.' Caroline was impressed with Henry's cock when she got it out of his pants. When she pulled it out she saw that it was clean and getting hard very quickly. The six inch inches in her hand felt warm and smooth and before she opened her mouth she looked up to see Henry staring at her with an eager look of lust. She decided to tease him a bit and stuck out her tongue to playfully lick the underside of the shaft getting it wet and then she blew her hot breath on it. Momentarily she thought back to her first experience at oral sex and how awkward she was the first time she sucked a cock. It took several attempts in the bushes of the park before she finally got the process down. But the neighborhood boys were more than patient with her and the learning process. Now, Caroline was confident at her expertise at sucking cock and knew she could manipulate the process however she wanted. She decided to take her time and torture the professor a little. She used her tongue to explore the shaft over and over before she finally took it deep into her mouth, closing her full, thick lips around it and slowly drawing it out. By his time his red cock was rock hard and she could hear his heavy breathing overtop the classical music that was playing from the cd player on the shelf. Henry felt like he was dreaming as he stared down at the beautiful blonde student on her knees worshiping his cock. He suppressed his guilt over the ethical situation having been without female contact for so long. He could see how experienced Caroline was at blow jobs and he felt slightly inferior knowing she probably had more sexual experience than he did in her short life. But nevertheless he wasn't about to pull away from the sensuous mouth that had disturbed his classroom so man times in the last couple of months. He felt it was fitting that the same mouth that had caused so many problems was now making retribution for her offences. "Suck it Caroline!" he thought. "Suck it good!" As if she could hear Henry's thoughts Caroline began to increase her tempo and her passionate actions as she sucked the cock in and out of her mouth while jerking it with her hands. As usual when Caroline sucked cock, her mouth began to water excessively and the juices lubricated the shaft making it a wet and wild process. To increase the sensation Caroline began making noises with her mouth that sent tingling vibrations to Henry's cock. About the time her jaws finally began to tire Caroline decided to finish and she increased her tempo and mouth pressure along with her moaning. A Model Student The combination was all Henry could take and he exploded in Caroline's beautiful sexy mouth. The huge load was bigger than what Caroline was used to and it was a challenge for her to swallow it, but her pride made her determined to get it all, with just a drop or two on her lips left over. Then knowing what men liked she looked up at Henry's face which was red and covered with sweat and looking him in the eyes with a sexy expression, she took the cock out of her mouth and licked her lips. The drops were swept off her lips and entered her mouth, then with a contented look she made her final swallow appear as satisfying as if she had just consumed her favorite chocolate. Caroline licked Henry's cock clean then put it back where she found it, confident she had made a strong impression on her professor. Caroline had long ago learned to ignore any shame that many women might have had for doing what she just did. In fact she was quite proud of her abilities. She had come a long way from those days in the weeds behind her home. Henry went toward the door after shutting off the music when he saw Caroline reaching for the silk cloth she used in the last session. "Don't bother with that." "You have a different costume for me?" "Yes. Here." Henry handed her a pretty head piece with a veil. When she put it on it covered her face. "Where's the rest of the costume?" "That's it. This time the class will draw the entire backside of you. You're an Arab princess from the Arabian nights." Caroline realized she would now be totally naked in front of the class. But then of course, her face would be mostly hidden and no one should recognize her. She put on the robe while the professor went out to prepare for class, then she went into his small personal bathroom and looked in the mirror to check her appearance. There was little evidence that she had just got done sucking a cock except her knees and lips were a little red. Caroline rubbed her knees so that it wasn't so obvious. When Caroline walked into the room she was dressed in the robe and veil which came to the bottom of her chin. She quickly began scanning the room as the professor led her to the platform. She almost stopped in her tracks when she spotted Liz Boyle, her hated classmate from high school. Caroline couldn't believe her luck. Of all the people in the world why did it have to be her? The odds had to be extreme that on this day in a huge university like this that she would be in the same class with the one person that hated her more than anyone in the world. Suddenly Caroline became terrified that the veil would fall off. As long as she wore it she didn't think anyone would recognize her. She didn't know anyone else in the room except for one boy that worked in the cafeteria. She didn't know his name but he always smiled at her whenever she was there. Once the professor had Caroline in the pose he wanted, he told her it was time to start. Caroline took a deep breath and removed the robe. There she stood, completely naked in front of more than a dozen students. Even though she faced a wall she could feel the stares of the students looking at her ass. In the pose her one eye could just barely make out half the class, including Liz and the cafeteria boy. The session seemed to drag on forever. All kinds of things went through Caroline's mind as she stood there naked in front of the class. If the boy recognized her she wouldn't be able to use the cafeteria again. If Liz did, she was certain she would spread the word to her entire hometown. With this on her mind she thought she heard someone in the room say 'Caroline'. She jerked her head which made the veil flip slightly. Caroline quickly replaced the veil hoping no one noticed. At the end of the session Caroline quickly put the robe on and as she turned to enter the office she spotted Liz staring at her. Did she know? She was certain she would find out soon if Liz did. In the meantime Caroline had to admit to herself that standing naked in public had made her horny as hell. She was also anticipating what the professor would do when they were alone together once more. She was hoping he'd go down on her one more time. That would relieve some of the sexual tension she had accumulated in the last hour. Putting on a seductive expression as Henry entered, Caroline played with the opening of her robe. "So, there's just one more session?" "That's right, Caroline. At five you are done, as long as you cooperate." "Oh, I'm going to cooperate, professor." At that moment she saw him pull a digital camera off the shelf. "Caroline, you have such a perfect body I want to keep a record of it for future classes." "But professor..." "Don't worry. I'll crop your head out of the pictures." Caroline didn't like this but she felt if she declined it would ruin the grade she had worked so hard for. "How do I..." "Take it off, Caroline." Caroline kept her seductive smile although she was steaming inside at the thought of nude photos being out there. But she stood there naked as Henry walked around her getting a shot of her from every angle. Then he began to have her pose in multiple ways, some of which Caroline felt were less artistic and more erotic even though he would mention a historic artist with each pose. When he finished with the photography he leaned over and put the memory card in his computer and started to down load the files. That's when the still naked Caroline came up behind him and softly rubbed his shoulders. "So...are you going to... help me relax while we wait for the next session?" "What do you mean, Caroline?" "Like you did last break?" With those words Caroline ran her finger around the lips of Henry. A minute later Caroline Gower was once again laid out on the desk with Henry between her legs pleasing her with his tongue. Henry didn't care for Caroline any more than he did a week ago but he figured this would be his last chance to enjoy this wonderful, near perfect body. So he used these moments to take in her anatomy as one would savor a gourmet meal. Caroline was quick to get her first orgasm in only a few minutes. She just lay back raising her knees occasionally when her arousal called for it. Her eyes stared at the ceiling for a while then they closed and her mind went through several erotic images one of which was her professor on his knees before her. Another image was that of herself naked in front of a group of handsome men, all admiring her beauty and begging her for a date. After her third orgasm she felt the professor pull away and as she began to recover she figured she would be giving him another blow job. But when she opened her eyes she saw him with his pants at his knees, crawling between her legs. He was going to fuck her. "What are you doing?" "I'm going to fuck you, Caroline. If that's alright?" Caroline was taken by surprise but she didn't break character and seductively responded. "Yeah! Fuck me! Fuck me good!" Caroline's pussy was so wet from the orgasms and attention it had been paid that Henry's cock slid in easily. Both reacted with a passionate moan. Henry leaned down and kissed Caroline's breasts as he slowly began to piston his cock in her cunt. Caroline dug her nails into the shirt he had on. She wanted contact with his skin so she pushed his shirt up his back so she could feel it. Then she ran her hands down to his naked ass and grabbed the cheeks pulling him toward her pussy each time he lunged. Caroline's hot cunt felt better to Henry than he expected. He had to fight cumming too quickly. Caroline was fucking him back like a bitch in heat. Henry couldn't remember his ex-girlfriend ever fucking him like this. He pulled his cock out every minute or so to keep from cumming. Caroline wasn't faking the fucking, she was really into it. She had done a few one night stands in her life and a far as she was concerned that's all this was. Inside she was pissed at her professor but her pussy was hot and she wanted to cum as many times as she could. She figured there was no point in fighting it. Why not enjoy it? After all, the professor was attractive and he had a decent cock. She had fucked worse. A lot worse. After a while Henry got off her, pulled her off the desk then turned her around and bent her over the desk to fuck Caroline from behind. The air was cool on Henry's cock as he took the time to reposition her, but as he slowly re-entered her hot, wet cunt he was rewarded with that warm, satisfying sensation. Massaging her ass for a while, Henry reached around and took her ample breasts in his hands and marveled at their firm feel. Henry hated the thought of ending this but the clock was moving on, so he began to pound away hard at Caroline's pussy. Caroline groaned with each thrust, her hair damp from the sweat of fucking as she bounced back and forth on the desk, her elbows propping her up. Caroline had lost track of time and space. All she could think of was the sex she was having and she was so ecstatic she didn't care about anything except the next orgasm she would experience. As Henry's pace picked up so did Caroline groans and moans until she let out a cry of passion when they both came together, their bodies clenched and taught. Henry collapsed onto Caroline's back, both panting desperately to get air. "It's getting close to class time. You better clean up." Henry adjusted his clothes and turned off the music, preparing to leave the office when Caroline questioned him. "What costume do you have for me this time?" "None." "None?" Caroline froze as Henry continued. " Three artists will give you a pose for their time in the session. This is an open session." "What's that mean?" "An open session is one that is open to anyone in the Art department." "Anyone?" "That's right. It usually doesn't draw many people. A few grad students and some faculty. There'll be three students there for sure but maybe no more. Get ready and get out here." Caroline watched him leave and stood there stunned once more. This time she would be totally naked in front of the class, no mask to hide her identity. What if there were people out there that she knew? How is she going to keep herself from running away? Her only hope was that there would only be the three grad-student artists. She didn't know any art majors so chances are they wouldn't know her. After cleaning up she put on the robe, took a deep breath and walked into the room. There were only two students there, both female, but there was still one minute before class. One of the students suggested the first pose and Henry came over to Caroline to instruct her in the pose. Caroline removed her robe and stepped up on the platform. The pose was of a famous old statue and she was made to stand tall, one hand on her hip and the other at the back of her head. Caroline stood there facing the class and the classroom door. Her eyes kept glancing at the clock hoping the time would fly by and no one else would enter. This was torture to Caroline. She would rather give a dozen blow jobs than stand there naked for an hour. But that wasn't the choice she was given. At one minute past the hour the door opened. A girl entered but before the door could close a boy entered with another girl, Liz. She looked straight at Caroline, smiled then turned to the boy and said, "I told you." The boy turned, stepped out in the hallway and Caroline heard him yell, "Liz was right. It's Caroline Gower and she's naked!" Caroline's heart skipped a beat, her breath went away and she blushed as suddenly a crowd entered. This was her worst nightmare. Boys and girls, some she recognized from her art history class and others students she knew from high school and around campus. She only saw one friend, a girl who looked in, said, "Oh my god!" then turned and ran out. Caroline looked at the professor who had a faint smile on his face at the arrival of the crowd. Then he spoke. "This session is for artists only. If you are not here to sketch the model you must leave." With that said one of the boys began handing out sheets of paper to his friends who went through the motions, making stick figures on the paper in order to be able to stay and enjoy the show of Caroline Gower posing naked. Caroline tried desperately to maintain a positive look. She wanted everyone to think that she considered this 'Art' and it was acceptable, but on the inside she was going crazy with anxiety. She tried not to look at the crowd that took up every stool in the room but occasionally her eyes would land on people. She saw Liz whispering back and forth with her two girlfriends making jokes and laughing. Caroline assumed they were laughing at her. Most of the boys in the room acted like they were at a nude bar, staring at Caroline and making comments to one another. When Henry's office phone rang and he left the room Liz took the opportunity to speak. "Nice outfit Caroline. Where did you get it?" This brought a laugh from the crowd. Then a boy yelled out. "Hey Caroline, want to go to a party with me? It's a come as you are, party." Another laugh filled the room. Caroline tried to ignore the comments and laughs but it was difficult. Then Henry came back in and announced it was time for the next pose. The student wanted Caroline on her hands and knees in profile to the students. Henry instructed Caroline who felt embarrassed to be on her hands and knees in front of everyone but at least she didn't feel as exposed as before. She heard comments. "She looks like a pony." "I wouldn't mind taking a ride." "I think she looks like a bitch. A bitch with big tits." When Henry left the room for another call Liz went over and turned a switch on the wall. Slowly the platform rotated. Before Caroline realized what was happening it came to a stop and she found herself facing the wall with her ass facing the crowd. Laughter and whistles rang out as everyone got a nice view of her asshole and pussy. "Nice angle Liz!" "Hey Caroline! This is definitely your best side." Henry quickly entered and returned the platform to the original spot. Caroline's eyes went to the clock once more and she groaned at how slow it moved. Finally the last pose came up. Liz whispered to the girl whose turn it was to choose. Caroline wondered what could be worse than what had gone before. Henry posed Caroline in the final position. She was now on her knees which were spread wide, her head pointed to the ceiling, her mouth wide open and both hands covering her pussy. The student claimed it was a combination of three different art works. Caroline realized this was meant to make her look like she was giving a blow job. She was glad that her pussy was covered but after a few minutes she discovered a problem. With her hands on her pussy and with the situation she was in, she began to get aroused. As the minutes passed she could feel herself getting wet. She tried to ignore the whispers and the looks from the crowd so she focused on other things. What came to mind was the action that had taken place in the office. Without realizing it her fingers began to slowly and subtly move at her pussy. It was barely noticeable to most but as time passed and her arousal mounted the fingers took on a life of their own in order to satisfy the inner urges she was getting. Liz's hunch was coming true. Caroline was starting to masturbate in front of the class. The combination of being naked in front of so many people and the lasting effects of the sex in the office seemed to overwhelm Caroline and take over her self control. If her hands hadn't been touching her pussy she might have been able to restrain herself but the stimulation just continued to grow until she couldn't stop herself. By this point almost everyone had stopped drawing and was staring at the sight in front of them. A naked Caroline Gower on her knees and touching herself. Those looking closely could see Caroline's eyes losing focus and her eyelids drooping and if you listened closely one could hear the faint sound of a moan coming from Caroline's throat. And if one looked sharply at Caroline's hands they could see moisture begin to seep between her fingers that clutched her cunt. Liz had a huge smile on her face and was enjoying Caroline's humiliation more than anyone. She remembered back to the way Caroline flaunted her grades and her money around as if to say she was better than everyone else. Another happy person was Alex a guy that had two classes with Caroline and had tried several times to get her to go out with him, only to be shot down in front of his classmates with a classic Caroline putdown. Getting to see the proud Caroline Gower naked was revenge enough for him, but seeing her masturbate was a nice bonus. Finally Caroline achieved the orgasm as her face went flush and her body shivered. Suddenly she came back to consciousness as she recognized the sound of a crowd of people laughing and cheering. Caroline looked around and saw the professor trying to regain control of the room. She also saw Liz pointing at her and laughing the hardest. The realization of what just happened became clear and Caroline jumped up and ran into the office. She quickly turned and locked the door as she listened to the party atmosphere going on in the classroom. Then, a confused and disturbed Caroline began to get dressed. Instead of tears of humiliation Caroline was enraged and determined to get revenge on the professor for putting her through this. And Liz would get hers too she vowed. As she finished dressing she heard the professor knocking on the door but before going to it she noticed the picture files that had been downloading were finished. She opened the files and saw herself posing naked, clearly recognizable and in the professor's office. Next to the screen was a small box with several memory cards. It gave her an idea. She pulled out the memory card from the computer and replaced it with a blank card, erased the files on the hard drive and then went to the door. If her plan worked the professor will assume the card was bad or he made a mistake downloading. Henry walked in to the office. "Are you all right, Caroline?" "Of course. I'm fine. Those idiots out there are just immature assholes." Caroline put on a face to hide her real feelings. "Have I earned my 'A'?" "Yes. And I hope you learned your lesson and that you never take a grade for granted again. Every class you attend needs your complete attention." "I understand, professor." Caroline walked to the door and turned back to him for a final word. "And professor, I want to thank you for all the...orgasms. It was the best sex I've ever had." Caroline walked out leaving a slightly wary professor who didn't quite trust her words. When Caroline received her final grade a few weeks later she got her 'A' and began her plans for revenge.