3 comments/ 70673 views/ 6 favorites Extra Credit Ch. 01 By: Always_want_more "You need to see me about your grade," he told her in a stern, serious voice. "Come by the gym after school, today." She nodded, knowing that she couldn't afford to fail any more classes. "What time?" She asked quietly, facing the floor, too embarrassed to look him in the face. "Right after school?" "No," he answered, "I have boys basketball practice. Come by at around 5:00" "I don't think I can do that. I have to catch the school bus and I don't have money to go on the regular bus." "I can give you whatever money you need." "My parents, they-" "Miss Harper," he interrupted, "follow me please," making it seem as though she was in even more trouble. She obediently followed him into his office. He motioned for her to sit down in the chair in front of his desk, as he sat down in his. She fidgeted with a pencil that she'd pulled out of her dark red hair. He shuffled through some cards, took one out, picked up the phone, and dialed the number on the card. "Yes may I please speak to a Mr. Collin Harper?… Mr. Harper? Yes, this is Mr. Troy, Cassie's Physical Education teacher. I'm calling about her grade. I need to know if it would be at all possible for her to visit with me today after school, today at five." He looked coldly at her. "Uh-hu… that is correct… no, not at all… to discuss her faults, how to improve, and some extra credit opportunities…okay, thank you sir… my pleasure… goodbye Mr. Harper." He hung up the phone. "Today at five. If you're late, you fail," he told her, not seeming to care whether she passed of failed. *** Basketball went by slowly, as usual. The boys showed no signs of knowing hot to play, the equipment was lousy, and the outside court was hot. He dismissed the boys at 4:15, giving them instructions to practice sprinting and to be clear by 4:45, which was when he'd be locking the doors. He went back into his office and remembered that he had an appointment. He put extra deodorant on, and washed his face in the sink. After a short while, he went to the boys' locker room, cleared out the last few boys, turned off the lights, and locked the door. He went to the gym door, locked the left one but kept the right one open for his expected visitor. He turned off the gym lights and waited patiently on a bleacher. He drifted into thoughts or what he might say and what may happen. Best and worst case scenarios battled against each other. He was jerked from his thoughts when the gym door slammed closed. "I'm here sir," she said somewhat weakly. "I can see that," he responded, trying to strip whatever cloth of confidence she covered herself with. "Go into my office, I'll be there in a minute," he instructed and she went. He locked the right door to keep away unwanted visitors, leaving no way in or out. He then made his way into the office. She was sitting down, her white skirt barely covering her crossed legs. He sat down on the corner of his desk and peered at her. "Now, why are you doing so poorly?" "I… don't know. What am I doing wrong?" she asked with a slightly panicking voice. "You always walk, instead of jogging when we do laps, you never touch the ball of help your team when we play sports, and you never keep up when we do warm up exercises. Right now, there's not way you can pass without extra credit and a LOT more effort. What are you going to do to improve?" he inquired. "Well, I don't know. I would try harder in sports, but I'm kind of scared to catch the ball. Please don't fail me! I can't afford to fail!" she said on the verge of tears. He walked behind her, placed a hand on her shoulder and said, "I know, I know. It's okay to be worried; it shows you care." "But what am I going to do?" she asked grabbing his sleeve. He handed her a tissue and she began to dry her eyes. "Well," he said beginning to grow nervous, wondering if he should change his mind, "… I don't know… I don't think you could handle it. You need to be VERY… determined… mentally and physically… you need to be desperate!" he said, raising his voice at each pause, trying to reel her in. "You need have… will power! You have to be… willing to… do WHATEVER it takes!" "I am! I am all of those!" she screamed, standing up, tears rolling down her pink cheeks. He returned to his calm voice, speaking slower, making her even more eager to hear the solution to her problem. "You… have to… put your mind… into it, but more importantly…" he paused for a few seconds, giving the appearance of looking for the right word, "…you have to… be ready to… use…. Your body." Her flushed face shot up to his, fear and confusion clouded her. "After all, this is Physical Education. You have to train your body how to move, how to react. You have to USE your body," he explained, pacing around the small office. "I… I…" she hurriedly tried to formulate a sentence, but her mind wouldn't budge. "Perhaps I was too quick to judge you; I actually thought you were willing to do anything to pass. I suppose I should call you father, tell him you're not willing to work with me to raise your grade with pure effort. Maybe he'd like to find out that his daughter offered her body to solve a mental problem." "No! You cant do that! It's not right…" she said with a trailing voice. "Well, you have two options: 1) you can either come see me, after school, every Tuesday and Thursday, of course after basketball practice, for additional workouts and training or, I can make a very quick phone call and not only do you fail, but you and your family go through a law suit for trying to bribe me with your body. Either way, I leave in 15 minutes, so you need to decide." She looked at him, but remained silent. "Okay," he said and reached for the phone. "Wait! Okay!" she said, now very nervous. He paused, phone in hand, "Okay," she repeated, and he put down the phone. "We start now," he said managing to retain his excitement. "What? So soon?" she asked starting to tremble as she took a backwards step towards the door. "Yes, there's no point in delaying." "Don't you have to leave?" "It can way," he said. She grew quite nervous and tried to formulate sentences, but only mutters came out. "Your first assignment," he ordered, "come here," he commanded, standing behind his desk. "Have you ever done this before?" he asked slyly, knowing the answer. "No," she answered, feeling as though air was in short supply. "That's good." He replied. "Turn around," he ordered. She did so, now facing the door. He slid her sweater off, with his fingers running down her skin, giving her goose bumps. She shivered at the coolness. "Okay, now bend over forward. Lay your stomach on the desk," he ordered, holding her hip with one hand and pushing her upper body down gently with the other hand. He had to muffle the instinct and urge to scream that kept trying to push it's way up. He raised her skirt to her waist, revealing a classy, white lace thong. "You have a very nice ass," he told her, grabbing and tapping it gently, all the while knowing she didn't want to hear it. She remained silent and tried to regulate her scattered breathing. "Don't worry… just relax, baby," he told her as he ran his hands up her shirt, removing it. He pressed the bulge within his pants against her ass as he reached forward to unhook and remove her white, matching lace bra. He reached around and cupped her breast, caressing and squeezing gently. She felt her nipple betray her as it hardened in his massive hand. "Your tits are so soft," he told her, once again knowing she despised the tone and language. He let go of her breasts and unbuttoned and unzipped his pants. He let them drop to the floor, along with his boxers. He stroked himself twice, which staring at her firm ass. He slid the thong down her waxed legs, put one hand on her hip and the other around his hardness, directing it towards her bare pussy. She shuttered when his head touched her there and she jerked forward against the desk, leaning as far over as she could, trying to delay what was coming for as long as possible. He shifted forward slightly, "relax," and drew nearer once more. His head met her lips again, and she twitched, but this time with no space left to move forward. She clutched onto the front edge of the desk, knowing now that there was no escaping this. He rubbed his head up and down her petite slit, feeling her soft, syrupy lips fold around his almost aching tip. He pushed slightly, readying himself to enter her. He slid in slightly deeper, then more, now getting the thickest part of his head inside of her moist opening. She bit down hard on her lip, shut her eyes tightly, and clutched the desk more firmly to keep her from screaming. He pushed further, getting the whole head inside, but could not stop to give her time to adjust to his thickness. He, inch by inch, pushed his dick inside of her grasping, slick pussy. He felt her tear and satisfaction poured over him, knowing that he was the one who broke her. She kept her mouth closed but screamed at the intense pain. He moaned once he had his cock all the way inside of her. "Oh, baby, you're so tight," he told her in a quick moan. He felt himself there, feeling her walls clench in pain around him. He looked at his dick inside of her and started to withdraw, seeing a trace of blood mixed in with clear juices as he came out. He placed his hand on her shoulder and once again penetrated her, a bit faster this time. He felt himself hit the top of her entrancing canal. He drew back again, leaving only his head in the entrance. "Does this hurt?" he asked sarcastically, quickly thrusting his cock deep into her. She screamed in extreme pain at the unexpected torture. "Please, stop! Please!" she yelled in a raspy voice, tears streaming down her soft cheeks. "It's too late for that, baby!" he yelled to her. His hand held the back of her neck against the shaky desk. He shoved himself into her yet again, drawing screams from her. "Shut up!" he yelled to her tightening the grip around her neck even more. His bold thrusts grew quicker and harder. Her supple, moist walls squeezed around his thrusting dick as the pain grew seemingly more and more unbearable. She felt his penis hit her top repeatedly. She tried to shake her upper body free of his powerful grip, but the harder she tried, the more he squeezed. "STOP!" he fiercely commanded, as he took hold of her shoulders and slammed her into the desk, at the while continuing to brutally fuck her. He moved his hands from her shoulders to the front edge of the desk, next to where hers were. He used the weight of the desk to pull himself deeper into her. His thrusts grew sharper, her bare ass grew red from his hips slapping it, his balls hit her clitoris, he slammed his hips against her ass, forcing her to collide even more powerfully into the desk. His thrusts grew shorter and quicker, his moaning increased, his head grew tension, his balls lifted, he grabbed her hair, pulled her head back forcing her to scream, he continued to hit her slippery top, finally, his balls pushed up, he felt his fluid travel up and out of his wildly convulsing cock, and a loud moan filled the room. She felt his hot juice spray inside of her as he continues his thrusts. His breaths grew deeper heavier. She tasted blood in her mouth from her bitten and busted lip. His thrusts slowed but remained hard. He let go of her tangled hair, her head fell to the desk. He shrank inside of her and collapsed onto her, knocking her air out. He lay on top of her for a few long moments, breathing heavily, then withdrew from her. He grabbed a wet nap and wiped himself clean before he went fully flaccid. "You were great, babe," he said, smirking at her. "Very tight", he told her and slapped her ass. He pulled up his pants, re-zipped and buttoned his pants, and grabbed his wallet. He took money out for her bus fee and dropped it on the desk next to her red face. "Flush yourself out before you leave, and next time try not to bleed," he said chuckling at her. He left the office and waited for her to leave to that he could lock the office door. She took a wet nap, stuck it inside herself to prevent leaking in her thong or on the bus seat, and redressed herself. She left the office, forever changed. Extra Credit Ch. 01 I waited for the other students to file out of the class for lunch period until I approached Professor Witbeck with my request to make-up a missed exam. He had been expecting such a request due to the fact that I had been absent the day before; seeing as how he is my history professor, the exam shouldn't be too difficult. "Professor Witbeck?" I spoke as I sat up from my desk and approached him as he continued grading the other day's test. "Ah, Miss Holzer," He began; only to follow with handing me a heavily stapled test paper stack and answer form. "I didn't even need to ask, did I?" I slightly chuckled; I always found myself nervous when I was around him, not in a scared sort of way, but, dare I say it? Nervous as one would be on their first date. Most of the girls had taken a liking to him, who wouldn't? It wasn't that our school was void of male teachers, or males for that matter; we attended a male/female boarding school, along with plenty of male teachers. But there was something different about Professor Witbeck; he could relate to the students, and he made history a bit more interesting. He was younger than your average teacher (or Professor, as we call them here), early to mid twenties, with an enthusiasm for teaching. At around 6'3, he fit the 'tall, dark and handsome' cliché, with his dazzling grey eyes and blackish brown hair that hanged down a few inches past his ear lobes; it had a lovely wave to it, not straight, but not curly. Me, on the other hand; I was around 5'10, slightly athletic build, pale, freckled skin; accompanied by ginger red hair and piercing green/blue eyes. But, back to my Professor; to put it simply, he was gorgeous. The female teachers would regularly stop by during their plan time to interrupt class, in hopes of persuading Professor Witbeck into his store room for an extra-curricular activity or two; much to the female student's relief, he never accepted. He was not married, but no one was quite sure if he was single. I returned to my seat, with test and answer sheet in hand and tried as hard as I could not to focus on my Professor grading papers at the front of the room. I began the multiple choice questions and whizzed through them effortlessly, but when I got to the essay questions, I was a tad confused. Before I built up the courage to approach him at his desk, Professor Witbeck was summoned to a matter in the hall by a fellow instructor. "Excuse me for a few minutes, Miss Holzer, I trust that you won't cheat." He smirked as he rose from his seat to examine the situation in the hallway. I was stumped, I couldn't continue with my test, and being the perfectionist that I am, could not let myself fail. One of the more negative qualities of my teacher was that his essay questions weighed in at about 50 points per essay, which usually amounted to 3 of them, bringing their total up to 150 points, all out of the 200 point test. It was then that I hatched an idea, it was not one that I was proud of, nor one that I was confident to follow through with; but in the back of my mind I had been planning it ever since I laid eyes upon him. I was wearing the school uniform: a white oxford shirt, burgundy tie, a sweater vest with the school emblem, a burgundy pleated skirt, black maryjanes, dark stockings, and to top it all off, yet another burgundy item (our school colour), a blazer. Not the most flattering of outfits, but definitely manageable. I could hear commotion in the hallways and decided to act now. I stood up from my chair and removed my blazer, stockings, sweater vest, and tie; hiked up my skirt considerably, unbuttoned the top 3 buttons of my shirt, and sat back down in my chair. I had situated myself to where my legs were crossed beneath my desk, but revealed a tiny sliver of my panty-less vaginal area that was clearly visible from his desk. When Professor Witbeck returned to his classroom, he heaved a sigh and shut the door to his room, filtering out the noise that was emanating from the outside corridor. "Ridiculous." He muttered as he paced toward his desk, (which had a mountain of papers awaiting him), without even looking my way, "You'd think they were elementary school children." He continued, to which I responded with a hushed chuckle. The moment his eyes found me, he blurted out, "Miss Holzer, I hate this just as much as you do, but even though it feels like ninety degrees in here, if another teacher were to come in and see you not in proper uniform, you could be penalized for it." "Pardon me, but Sir," I began in an innocent, (yet far from cutesy) little voice, "the temperature is absurd in here!" Only there was one issue, both Professor Witbeck and I knew that the room was not as humid as we exaggerated. Not another word was spoken on the issue, and a few minutes later I gathered up the courage to approach his desk. "Professor Witbeck," I spoke, as I leaned over his desk, cleavage on display, "Yes, Miss Holzer?" "I'm having a bit of trouble on the 2nd essay question, could you help me?" "What is it that you're not understanding about it?" He spoke in a calm, gentle voice. "Well, I'm afraid that I feel that it's a bit redundant in comparison to numbers one and three." "Hmm, I think I see what you mean. Well, skip over those for now and focus on the other problems." The professor replied through a smile. I returned to my seat and purposely spread my legs slightly in my chair, giving him a tiny flash of my vagina beneath my skirt. As I tilted my head down toward my paper, I could feel his eyes scanning my body, just as I had secretly hoped they would. I rose from my seat once more and placed the half-empty test on his desk and confessed to him. "Sir, I don't think I'll be able to pass this exam. Is there any possible chance that I could do a little bit of extra credit to insure an A in this class?" "Now Miss Sieryn, you know that there are no extra credit opportunities in my class." Professor Witbeck smirked, as though he had caught on to my plan. "Just this once?" I asked with a smile. He began to rise from his seat when I stopped him and gently nudged his body back into his chair. "What are you--" he protested, though did not bother to physically stop me. I kneeled in front of him, his legs spread as I traced my fingers down his chest and halted before I reached the growing bulge in his trousers. I looked up at him suggestively and spoke in a sultry voice, "I'll definitely make it worth your while, Professor." He smirked at me, as if it was some sort of challenge, "And how do you plan on doing that Miss Holzer?" "By doing anything you ask, of course." I giggled, lighting grazing over the prominent bulge in his groin. He paused, as if trying to assess the situation, but as soon as I leaned in to gently rub my tender cheek against his clothed hardness, he caved in. "Well then... Why don't you start with giving me a little suck? This cock here has been hard for you many-a-time; it only seems fair that you take care of it for me, don't you think?" he stated, and before he knew it, my History Professor's manhood was throbbing between my pink little lips as I nodded at his request. "Think you can fit all of it in there, Sieryn?" he questioned as his hands went to caress my ginger coloured locks. I gently tilted my head and advanced onto him, allowing his member to slide deeper into my mouth and tickle the back of my throat. "Ohhhhhh..." he moaned as I began to use the power of suction on his thick member. As my mouth serviced his cock, my fingers led to cup and knead his plump balls, which were obviously filling with cum as I continued. After a while of this, he was near his breaking point when he urgently said, "Onto the desk." I obeyed with a grin and released him from my lips and pushed all of his papers aside and climbed onto his desk. Standing up as soon as I was off of him, Professor Witbeck took his cock in his hand and stroked it gently, "On your back, legs on my shoulders." He whispered as I did simply that, though removing my shirt and bra in the process, leaving me in my maryjanes and skirt. He took a few moments to marvel at my figure, and run his (surprisingly) smooth hands over my body. "Take me now, Professor." I voiced in a slight guttural moan; "Call me Traun, or Professor, whichever you prefer." He replied with a grin as he slammed his stiff manhood into my moist, little cunt. A moan shot through both of our lips as he entered me and his hands took their positions grasping my breasts as his balls slapped against my skin. "Ohhh, harder Traun, please!" I gasped as my handsome, seemingly untouchable Professor pounded his 20 some-odd member into my 18 year old pussy. He thrusted with all of his might, nearly sending me over the edge, until he sensed my approaching orgasm and pulled himself out of me. Traun dropped to his knees in front of his desk and instinctively began to lap up my dripping pre-cum. "Mmmm!" I moaned loudly as my body released my juices all over my Professor's face and tongue. He smiled up at me as he licked his cum-soaked lips. Traun took one hand to gather the substance from his face to lick and swallow, while his other hand was occupied with stroking his cock. Once his face was clean, he rose to his feet; his hand still jerking wildly at his member. I knew what he wanted, and lowered myself to be level with his throbbing manhood. My tongue flicked out of my mouth to gently trace the underside of his length, looking seductively up at him while doing so, preparing to swallow his load. Almost instantly, as soon as I began licking faster, Traun reached orgasm. With a few hard strokes he exploded all over my face, and in no time, his cum was dripping down my cheeks and onto my exposed breasts. With an innocent, yet satisfied gaze up at him, I smiled innocently and released a giggle as I licked his seed off of my delicate fingers. With an exhausted sigh, Professor Witbeck steadied himself and lifted me to my feet, and we joined in a passionate kiss as he leaned me against his desk. My arms locked around his shoulders and I pulled him down on top of me on the remaining few papers and could hear the smile in his voice when he said, "You can count on that A." Extra Credit Ch. 01 I teach at the exclusive Roxbury Academy, a private all-girls college in Massachusetts. Actually, "exclusive" may be a bit of an understatement for this place; the income level of the parents -- and the snobbery of the students -- is so profound that they actually look down on girls going to Harvard and Yale because they weren't good enough for Roxbury. I know for a fact there are several girls here whose fathers run some of the largest and most powerful corporations in the world, several diplomat's and senator's daughters, a few girls whose parents are either producers, singers, actors, or some other example of Hollywood rich and famous, and numerous kids of the nouveau riche from all over the world. I think there may even be a Saudi princess or two here. So let's suffice it to say, it is beyond exclusive. You might think that for a college that clearly earns so much money, pay for the staff would be at a fairly comfortable level. You'd be wrong. Simple fact of the matter is the board chooses to take its unbelievable amount from tuition and endowments and put it back into pet projects that keep the girls as pampered as possible rather than paying us teachers what we deserve. For example, the college recently took some of its money and built a brand new fitness studio -- complete with juice and natural spring water bar, of course -- and a "student relaxation center, " even though there was a perfectly acceptable gym and recreation center for the girls that were but a few years old. In that same year, we teachers had an additional ten per cent taken from our pay for health care. In fact, about the only way in which the board is not utterly tripping over itself to keep the girls and the girls' parents happy is when it comes to grading. At least in that respect we teachers have the ultimate say, and neither dean nor president nor parent can sway a grading decision once it's been made. This is a tradition that goes back the 1831 when Dorothea Roxbury founded the old place as a finishing school for the female elite of her society. As the daughter of a rich industrialist herself, she knew being raised in such pompous luxury could make a girl have certain unrealistic expectations out of life. When these young ladies would then marry equally arrogant and indolent young men of their class, they would soon find their wishes became secondary to those of their husbands, and Dorothea wanted her girls to have the wherewithal to suffer through hearing the occasional "no," especially when it was because she failed to work hard enough at her studies. So the primacy of the teacher's grades has been a cherished and long-respected tradition at the Academy to this very day. Although Dorothea developed this rule to instill a little humility in those girls, she unknowingly allowed me to have the greatest fuck in my entire life. It was late one night towards the end of the spring semester and I was working in my office finishing grades. I had the windows opened and the cool, fresh breeze of the New England spring was blowing in my office, yet despite that my mood was rather foul. Many of my girls were either flunking outright or just barely passing. I understand literature, especially British literature, can at times be a boring subject for these young ladies, but I also knew full well my students were capable of passing my class. The fact that so many of them were doing so poorly was a reflection of the degree to which they have grown accustomed to having others pick up the pieces for them. Well, thanks to Mrs. Roxbury's rule, at least in this case they will find what happens when one doesn't apply themselves. It was in this mood that I first heard the sniffling in the hallway approaching my office door, then the light rap on the doorframe, coupled with a distraught "Uh...Mr. Wills?" I looked up and saw on of my students, Carleigh Simms. As I recalled she was the daughter of some immensely powerful and successful lawyer from LA who wanted his daughter to have a proper New England education. It was clear she had been crying for a while, because this girl, who was normally exquisitely put together in class -- even with the limitations forced by the approved school uniform of wool skirt, knee-high socks, white blouse and cardigan sweater -- came to me now with wet mascara streaks running down her face, her hair a mess, and blouse pulled out from her skirt. I had to admit that, in a strange way, she looked even more alluring like this than she normally did in class. "Yes, Carleigh? What's wrong?" "Mr. Wills...uh...uh...," she was having trouble speaking as the tears welled up in her eyes and she began to stutter, "I...I...I need your help..." She was crying and stuttering so badly I gently guided her to the other chair in my office and offered her some tissues, then sat back down at my desk. "Oh?" I said, knowing full well she was here because of her grades. Carleigh was a very bright young woman, but the very worst example of what having the very best for one's entire youth can do to a person. She rarely studied, and even more rarely did assignments given to the class. I believe she assumed she would be able to have Daddy make a phone call on her behalf or donate a library to the school or something and she'd get straight A's. She assumed wrong. "I told my Dad about my grades," she paused, wept loudly, and whined a little, "and he said if I failed he'd take the Benz away." Oh, that snotty rich brat, I thought, She's getting this worked up about a car?! "Oh, well, that's unfortunate Carleigh. But you do have to know that this is your own fault. You were very lax this semester, and really never took this class seriously. I'm sorry, but if you lose your car it's your responsibility." This forced Carleigh into absolute paroxysms of loud weeping, and she literally threw herself on her knees before and clasped her hands together, as if actually begging for her life. "Please, Mr. Willis?! Pleeeeeease?!! You don't understand, I love that car; I can't live without that car! I'll do anything I have to make up the difference, any amount of extra credit to get my grade up! Please, Mr. Wills, I'll do anything!" Now, I'd be lying if I said I never had any sexual thoughts of my students. Here I am, an eligible bachelor surrounded by several hundred young college women, all of which are in these sexy little uniforms, and almost all of which are Playboy Playmate hot. But I have truly never acted on these thoughts before simply because I know girls like these will not be interested in a 40-year-old professor of literature, no matter how fit and trim I am. This, however, was a different situation. Between the site of Carleigh disheveled and begging on her knees before me, the cool spring breeze, and my own erotic thoughts, I quickly felt my cock grown thick and hard. "So, Carleigh. You'd do anything to get your grade up?" "Yes, Mr. Wills, anything at all." "Any amount of extra work, no matter how hard it may be?" A surprised, yet somewhat intrigued look flashed across Carleigh's face as she became aware of what I was talking about. "Yes, Mr. Wills," she whispered with a naughty grin, "I can handle whatever you want to stick me with, no matter how hard it may be." I leaned back in my desk chair and thrust my pelvis out a little so the bulge in my pants could easily be seen. "Well, then, Miss Simms, I guess you'd better begin your first assignment." Carleigh looked at my bulge greedily and licked her lips, like a kid about to dig into a tasty treat. She crawled slowly to me, keeping her pretty green eyes on my cock the whole time. She stopped and kneed right in front of me, looked into my eyes and smiled as she started to slowly undo my belt and open my pants. I am one of those guys who just likes going without underwear, so as soon as Carleigh unzipped my pants half way my cock popped right out like a Jack in the box. "Oooooh," Carleigh cooed sexily, stroking it gently. "What a pretty cock you have, Mr. Wills. Looks like we were right." "What do you mean?" "The girls in class," she said, still stroking my cock slowly, looking at it lovingly. "We all talk about you and think you're totally hot. We were all trying to guess how big your cock was, and we agreed it must be pretty big. We were right." Holy fuck! I thought. Looks like I could have been tapping this gold mine long ago!! I was gently rubbing her soft red hair when the thought occurred to me: Here is this girl almost half my age, with enough personal wealth to buy me several times over, on her knees about to suck my cock. The wonderful disparity of the situation made me suddenly get even hornier as I felt like I was about to fuck a rich bitch, a snotty little brat, and perhaps feel like I'm teaching her a real lesson. I grabbed her hair, and said, "Now, Miss Simms, perhaps you could begin your assignment!" Carleigh caught her breath and smiled as I pulled her hair, and said, "Ooh, yeah, Mr. Wills. I love it rough!" "Sir!" I answered. "You will call me Sir!" "Yes, Sir!" She continued to stroke my cock slowly and gently for a moment, looking at with what appeared to be a hungry desire, and then ever so slowly licked the entire bottom of the shaft, from balls to head. She moaned softly as she did, and I felt like I was going to melt. She slowly eased into sucking my cock, teasingly and wonderfully. She'd lick it from end to end, like a kid eating an ice cream cone, and then stroke it for a while. She'd lick the sides from end to end, suck on the head, and stroke it at the same time. She'd make sure to suck my balls as she stroked it. Then she finally, slowly eased the whole length of it down into her mouth until I could actually feel the back of her throat. It was obvious this girl had sucked plenty of cock before and knew what she was doing. Carleigh had gotten into a nice regular rhythm of pumping my thick cock deep into her mouth, sucking it, then taking it out to stroke it and lick the head. She was driving me wild, and apparently she was enjoying it as much as I was given the deep moans she made every time it slid into her soft, hot mouth. I badly wanted to blow my load into her mouth, but I needed to stretch this out for as long as I possibly could. "Get up," I ordered abruptly, taking my cock and stroking it in her stead. "I want to see you naked. Strip for me, slowly." She looked at me deeply with her eyes, and slowly began to unbutton her blouse. She opened it to reveal two perfectly shaped, firm breasts supported by a lacey black bra. Carleigh sat gently, slipped off her saddle shoes, and then slowly rolled her knee-highs down her nicely toned legs. Turning around, she slowly slipped her plaid mini skirt down her waist, bending over all the way as it came off and giving me a lovely view of her tight little ass in the process, barely covered by matching black panties. Facing me again, Carleigh eased out of her bra, squeezing the most heavenly set of tits I have ever seen together and nearly making me cum right there. Finally, she sat again to slip off her panties, showing me a flash of a perfectly shaven, pink little pussy. I wondered for a moment if she had ever performed as a stripper in her spare time, or perhaps as some kind of weird alter ego fantasy, but finally figured she was just an incredibly sexy little thing that knew how to turn on guys. God knows, she knew how to turn on this guy! "Now stand, and turn slowly. I want you to earn your grade, Miss Simms." Her body was deep bronze from spending so much time at the tanning salon, so the tits and pussy area stood out in sharp white contrast. Her breasts were firm, young, and perfectly shaped, while her nipple stood out like little pink erections on her milky white breasts. Carleigh was slim but toned, with a shapely ass and a pussy area utterly devoid of hair. It look delicious and very edible. She turned about with utter obedience and was clearly enjoying every minute of this as much as I was. She enjoyed being displayed as a sexual object, being treated as a sex toy, being ordered around and totally submissive. I could accommodate that desire. "Now," I said slowly, "get on all fours, and crawl to me, and beg me to suck my cock." Carleigh did as she was told, crawling to me as she kept her eyes locked on my swollen cock, looking like the most beautiful yet savage animal to walk the earth. When she had crawled all the way until her face was mere inches from my balls, she whispered huskily, "Please, Sir, may I suck your cock?" I stroked my cock in front of her face. "I don't know, Carleigh. I'm not sure you deserve it." "Please, Sir, please may I suck your cock? Please, may I taste your cum?" She was now leaning forward with her mouth open slightly, like a baby bird desperately wanted to be fed. I so wanted to stuff my cock right down her throat, but controlled myself. "Are you a dirty little rich bitch, Carleigh?" "Yes, Sir, yes I am. A very dirty little rich bitch." "Are you a snotty little rich fuck whore?" She was now panting hard and eagerly anticipating my cock in her mouth, sliding out her tongue to get even a slight taste. "Yes, yes, I am, Sir. May I please suck your cock and swallow your cum?!" I demurred for a moment, pretending not to care as I stroked my cock, even though I was actually almost ready to explode with sexual tension. "You will have to pay for your impatience, but...I suppose you may suck my cock." With my permission she practically lunged onto my cock, diving onto it and swallowing the whole thing in one gulp. While she had previously been slow and teasing, she now pumped it hard and sucked it like my cum was the only thing that could keep her alive. She sucked my cock like a cum junkie needing a serious fix. Every time my cock pumped her mouth Carleigh would make this delicious little moan, making me want to explode even more than I already did. I had stretched this out as long as possible, trying to make this blow job last. I used every trick I could think of, even imagining things like kittens and nuns and old granny tits. Eventually, though, Carleigh's jack hammer-like cock sucking was just too much for me and I felt that delicious pressure begin to build deep within me, quickly flowing right up my cock, making my already hard, thick pecker feel like it was swelling to twice its present size. I began to moan loudly and breath heavier, twisting her hair in my hand as my eruption approached. I felt my cum explode out of my cock and into her awaiting mouth and I screamed out in wild pleasure. As I did so I could hear Carleigh moaning loudly in time with my squirts, obviously loving the feel of my hot cum filling her mouth. My orgasm seemed to go on forever, during which time she never stopped stroking and sucking my cock to get every drop of cum she could. My screams eventually trailed down into grunts, then finally very satisfied sighs. I heard her swallow my cum with several loud gulps, then sigh happily. She licked her lips and wiped her chin where a little of my cum had leaked out, then sucked it off her finger. When I caught my breath, I said, "Well, Miss Simms, I would definitely say you have now earned a passing grade." "Yes, Sir." "But," I said with a tone of disappointment, "I don't believe this level of work is more than about a C. Wouldn't you agree you deserve at least an A?" "Yes, Sir, I would agree," she said with a diabolical look in her eye, perhaps anticipating what I was already planning on doing next... Extra Credit Ch. 01 Chapter 1: Univariate Analysis "So the short explanation is 'you really need a good grade in this class'? Right" he said, having heard this from students for years. "I do. I really do. If I fail this I'll have to drop out of school and go back home, and I can't take that...my parents are so strict...I'll do any extra credit assignment you give me ... anything." She said, clearly desperate for help. "So you would do any extra credit I think up?" he said, with just the right kind of leering at the "any". She knew what he meant; he knew what she would do. She smiled, nervously, "yes, anything." "Well, what do you think would be an appropriate extra credit assignment?" He said, keeping himself just on the right side of the law. She looked at him, right in the eyes, they both knew what he wanted, and she just had to say it. "I could ... I could fuck you" she said tentatively "or something like that..." not sure where else to go with the idea. He knew exactly where he wanted to go. "Oh no, that certainly won't do. I need something that you turn in, something more concrete." He loved the puzzled expression on her face. She had thought she knew exactly what he wanted, but now he was turning the tables on her. "I think I need a series of assignments to make up for your poor grades. You have missed many homework assignments, as well as doing very poorly on three exams. I think there will need to be four different assignments for you. Does that sound fair to you?" She was confused, wasn't he asking for sex? Wasn't that how the game was played? She had done this before, and usually a quick fuck or a good blow job did it. Sometimes she hated herself for it, especially when the prof was old or fat. This guy wasn't hot, but at least he wasn't repulsive. Where was he going? "Well, I guess that four assignments would be OK..." she said, puzzling over the assignments expression. "Terrific. I assume you have access to a video cam?" Surprised by the question she simply said "yeah..." "Fine then. Your first make up assignment – you might want to take some notes – is to video yourself masturbating." Now she began to see, apparently he was something of a voyeur. Well that was fine with her, at least she didn't have to have sex with some fat old professor with a wimpy dick. "I want you and the camera positioned so that I can see your face, your cunt and your breasts. I expect you to use your fingers, and some kind of device. It could be a vibrator, or something you think up. Obviously, the more creative the idea, the better your grade. Most importantly: you must bring yourself to orgasm. It must be real, if I think you are faking, it will be a lower grade. Now, I'll give you two days to get this first assignment back to me. Just bring me the video and then I'll give you the second assignment." She told him OK and returned to her room in the dorms. Luckily she had a single, so she could do this in private. Carefully setting up the video camera, she lay down on her bed. It was hard to ensure that she captured herself in the frame, maybe she should ask someone to help? No, this is too embarrassing, she didn't have a steady boyfriend that she could ask, and she certainly didn't want just anyone seeing her. She chuckled at that, of course she was making a video for apparently something like that purpose. She owned a vibrator – if her mother knew they would both die of embarrassment, and her mother would tell her she was going to hell. If her mother knew all the stuff she did at college she would be sent to a convent. After she relaxed, she was able to forget about the camera and just get into a rhythm. Soon her lips filled and parted, and her juices started flowing. That warm, tickling feeling was building. She slipped her fingers inside her canal and began to work them in and out while she gently moved the vibrator in circles around her clit. She thought about the professor watching the tape she was making and was surprised to find it turned her on. He was kinda cute, in an older man sorta way. As she thought of his dick getting so hard while watching her she felt her nipples become hard and sensitive. She imagined what he might do while watching, surprised at how powerfully arousing the idea of being watched was. She took her fingers out of her wet hole, and made little circles around her nipples. She wondered if the professor liked her large tits. She had never thought of her tits as great: they were too big, but she found men loved them. Did he stare at them in class, when he saw this tape would it turn him on? As her clit became sensitive she plunged the vibrator deep into her pussy and began gently circling her clit with her wet fingers. She began to moan, just a little, and soon was lost in a double whammy orgasm. Thoughts of her professor masturbating to the video brought her to orgasm a third time. As she relaxed, and recovered from the orgasm, she figured this ought to be an A+!!! Extra Credit Ch. 01 You thought you could seduce your professor for a better grade, but he had other ideas. * * * * * Click Here to listen: .mp3 format or .ogg format. (14 min/mp3) * * * * * Extra Credit Ch. 02 It was Friday, at last, and after the previous day's episode with Trau--err, Professor Witbeck, I was more than a bit eager to attend his class the next day. My hand shot up for every question he asked, and he would always reply with a hint of a grin. Class was coming to an end, and lunch period crept up quicker than I had anticipated. Before class was dismissed, Professor Witbeck ended with a final note, "Enjoy your weekends, but don't forget your quiz over The French Revolution on Monday!" As the class filed out, similarly to the day before, I stayed in my seat, my gaze fixed on my Professor as he made his way back from his lectern to his desk. "Do you have any plans for the evening, Professor Witbeck?" I questioned innocently, as if I was asking nothing out of the ordinary. "Well, Miss Holzer," He began, lowering his voice as he continued, "I intend to enjoy my evening by relaxing, taking a break from grading papers; maybe indulge in a hot bath, some reading, or something like that. And you, yourself?" "Pretty much the same thing, minus the grading, and all." I said, with a smirk spread across my face. I stood up and out of my seat, and approached my Professor's desk, the sound of my heels clicking against the tile echoed throughout the room. With each step closer to him, I removed, or loosened an article of clothing... My blazer dropped to the floor, my tie was quickly discarded, my sweater vest soon found its way over my head, and my oxford shirt was loosened a few buttons. I was about 5 feet from his desk when he rose from his seat; he quickly surveyed the situation and his left arm reached around to cradle my lower back. Professor Witbeck's right leg was creeping between my legs as our bodies mingled close together; and I let out a whispered, "Rawr" as his hands slithered down to cup my ass in his palms. As I leaned into him, my lips met his left earlobe and gave it a little suck; my Professor couldn't help but suppress a tiny moan, and squeezed me closer to him. His erection was becoming more prominent, but the second we heard a crash outside of the classroom, he grumbled and muttered, "I suppose we'll have to continue this another time." "Can't you stay?" I wearily queried, executing the 'sad puppy' look. "You know I can't Miss Holzer, I have an obligation to investigate the situation. I need to go now." Our bodies parted, and I gathered my clothing items, and bags, and found a window of opportunity to 'sneak' out of Professor Witbeck's classroom. Following my afternoon classes, I found myself restless in my quarters, unable to focus on anything but my Professor; it was no wonder so many women were after him! My goodness, that gaze, that hair, that walk, that cock! I could go on for hours. The sounds and pleasures of his moans, thrusts, and kisses soon flooded into my mind and I could feel myself getting wrapt up in another detailed fantasy about him, but soon stopped myself before my fingers reached the wetness forming between my thighs. The night passed, uneventfully, yet the next morning (a Saturday) I awoke with a start. There was a knocking at my door. I scrambled out of bed, grabbing any item of clothing I could find lying on the floor (I generally sleep in the nude) and shouted out, "Hold on! One minute, one minute!", as I pulled on a pair of black jazz pants and a loose pink tee. As I made my way to my door, I latched onto the knob and swung it open; much to my dismay it was simply the mail-deliverer. (Okay, so I go to a snobby boarding school.) It was a male with a messenger bag swung over his shoulder, and a blue blazer (to somehow symbolize that he was more superior than ordinary students); he outstretched his hand to give me a crisp white envelope, void of stamps or a return address. I looked at him, a bit puzzled, and took it from him, to which he unenthusiastically tipped his hat in my direction. Shutting the door behind me I quickly opened the letter, which merely contained a note on the academy's stationary paper. It read: Terribly sorry for yesterday's escapade, and our interrupted activities the other day; maybe this evening I can compensate? --- I wasn't quite sure what he meant about compensating me for the day before, but what ever he had in mind, I was definitely up for it. Soon I was dressed and ready to head down to the dining hall for breakfast; I was in a pretty casual outfit (which was allowed on weekends) that consisted of flip flops, a moderately tight (but not ridiculously so) fitting black shirt, and a pair of jeans. Nothing too special, but I felt that it was my time to relax. As I made my way down there, I passed through the main corridor and into the cafeteria. Not wanting to spend too much time in there (due to the noise and crowds of people) I simply snagged an apple from the condiment section (I'll never understand why they put fruit next to the ketchup and sugar) and made my way back to my quarters. On the way back, I made a split decision to pay my Professor a visit. It was a bit out of my way, but that wasn't really an issue for me at the time. After climbing a few flights of stairs (the elevators were out of order) I arrived to classroom 235 and gave the door a gentle knock. "Come in!" I heard, from what sounded like a great distance, and I cracked the door open. "Ah, Miss Holzer, pleasure to see you." Professor Witbeck remarked as he organized his papers and ran his fingers through his hair. "I've come here to see about that compensation." I spoke through a smile as I grabbed a hold of his olive-coloured tie and pulled him closer. "I've some plans for you my dear, you might just have to wait a little while for them." He beamed. I cocked an eyebrow and pulled him in for a short, sweet kiss. His lips never get old, there's always that feeling of danger in the air, if someone were to come in, there's no doubt that either he would be fired, or I would be expelled. But that was the fun of it. "Your words say no, but your bulge says yes." I whispered as my hand snaked inside of his pants to grasp his fleshy member. His eyes widened and I gave it a little tug, loving the sensation of his manhood hardening in my palm. "Ohh," he moaned as I quickened the pace; "What is it Professor?" I asked innocently, as if I didn't know the answer. "Fuck; Sieryn, you know damn well what it is." He voiced as his gaze met mine with a smile. "Need me to take care of that for you Sir?" I giggled as I began lowering myself to my knees. Only a moment later, before my right knee touched the ground, his hand met my shoulder, "No, not now. For tonight." He murmured to me. A look of disappointment came to my face, but he reassured me it would be worth it. I removed my hand slowly from inside of his trousers and kissed him goodbye for the time being. C'mon, if I was there for any longer, we'd be fucking our brains out in his office by now. As I turned to leave, my Professor whispered, "Meet me outside of the old Weston Center at 8; there's still a little daylight then. I'll be waiting for you." "You mean the old--" I began, "Yes." He replied. I wasn't quite sure why Professor Witbeck wanted to meet outside of the old gymnasium center. It was still in use today, generally for the freshmen physical education classes (the upperclassmen used the newly built, and re-dedicated Weston Center, which was closer to the main building) but was still definitely in working order. However, there were no air conditioning units, rendering it useless for indoor summer activities. But why there? ----- As 8 o'clock rolled around, I readied myself for an interesting evening, or so I predicted it to be. I wasn't sure as to what I should wear, or if I should bring anything for that matter, but decided to bring my backpack, which I stuffed with a flashlight, my cell phone, and a jacket. On the other issue, I chose to wear a simple black pleated skirt with a casual baby blue tee on top. Making my way out to the center, I noticed that there weren't any lights on outside, or anything visibly on from the inside. My nerves began to get the better of me, and I ran as fast as I could toward the center as darkness was falling. I felt a bit awkward about the situation, but tried to think positively. As I reached the main entrance, I saw a familiar figure leaning against the door. Once I got close enough to him, I called out, "You just had to pick the time when the sun was setting, didn't you?" "Sorry, Miss Holzer, but it would have been a tad suspicious to see you run out here in broad daylight, don't you think?" Professor Witbeck replied. Extending his hand out, to where I could see it, I placed mine in his and he led me inside. It was just as I had remembered it my freshman year; high ceilings, a broken basketball goal net, those old wooden bleachers, not to mention that dimly lit scoreboard. Traun had not turned on the lights, but instead had a flashlight of his own to aid me with navigation through this place. We took a turn to the left and found ourselves in the old girls locker rooms. "The girls' locker rooms? You're kidding! Wow, this brings back memories." I reminisced as Traun responded merely with a grin. With the flip of a switch, the lights flashed on, illuminating the entire area. I set my backpack down and wandered off, with my Professor playfully chasing behind me into the old communal showers; only, it was different than it had been for me 3 years ago. It was spotless; there were even movable benches in the damn showers! As I stood there in awe of the changes that had been made since I had last seen the showers, I felt arms reach from behind me and cradle my hips as familiar lips met my neck. My hands reached for his, and I released a tiny moan as his teeth nibbled ever-so-softly at my flesh. In all of my years, I had always thought that teeth involved with any form of sexual intimacy was a bit creepy, but the way he did it, it was so gentle and undeniably arousing. As his lips left me, I kicked off my shoes and made a daring move. Moving toward the showerheads, I reached over to the faucet and turned on the water to a warm temperature. With a smirk on my face and a giggle in my voice, I removed my panties from beneath my skirt, and my bra from beneath my shirt as my Professor stood there watching me. As my fingers made a come hither motion, his hands went for his tie, which was quickly discarded, and began to unbutton his shirt (as quickly as he could). In an attempt to make things move a little faster, I backed up against the wall beneath the shower head; the warm water running down over me as my baby blue shirt quickly because quite see-through. My hands quickly made their way beneath my skirt, to stimulate my hardened clitoris, as my nipples erected themselves under my thin top. As my moans of pleasure heightened in volume, my eyes grew closed as I absorbed all of the sensations that I was feeling. Moments later, I felt a hardness pressed against my exposed thigh and opened my eyes to see Traun, drenched in water, completely nude and brushing himself against me. His arms wrapped themselves around my body, and he adjusted one of the benches to be positioned under the showerhead, with the end touching the wall below it. He motioned for me to sit down, and lean against the wall as he quickly positioned himself on his knees, quickly releasing his mouth between my thighs. My skirt was hiked up to my waist line, so that I could see Traun's wet body kneeling to pleasure me. I laced my fingers through his hair as his tongue flicked at my sensitive little nub, driving me insane with delight. "Ohhh, Professor!" I moaned as he darted between my folds; and the moment he heard 'Professor', his pace quickened, immediately sending me over the edge into a powerful orgasm. My screams were monumental, and my expulsion of cum was legendary. As my excitement died down, I laid in a heap on that bench; water jetting down on us, my orgasm still leaving me shell-shocked. Traun reached up to turn off the water, and returned down to me as he placed his head beneath my breasts, my chest rising and falling at a much slower rate than it had been. "Wow." Was all that I could manage, and eventually Traun elevated himself to standing level, surveying our sopping wet clothing and smirking. "Think you can stand?" He teased as his hand reached down to grasp mine, "Barely." I chortled as he pulled me to my feet. Our bodies mingled with one another and became close again. "You know, I could get fired for this." Professor Witbeck lightly reflected as his head found its way to nuzzle with mine. "Do you think it would be worth it?" I asked, in a more serious tone. "Miss Holzer, do you think I would be doing this at all, if I thought it not worthy?" And with that, my question was answered. The Old Weston Center still had driers that were in working order, but were, by no means what they used to be. Traun had arranged an area in the old coach's office for us to situate ourselves until our clothes dried. It wasn't much, though he did have the sense to bring a couple of pillows a large, unzipped sleeping bag, and a blanket to cover us for the time being. We cradled ourselves together on the sleeping bag, wrapt up in one another, lying against the pillows. After about 45 minutes, Professor Witbeck grew a bit tired and fell victim to slumber. I began to follow suit, but grew a tad restless as the minutes wore on. Breaking our embrace, my interests traveled to more southern region on my instructor's body. Professor Witbeck emitted a gasp as I slid his member between my lips and let it caress my tongue on its journey down my throat to the point where his balls were gently rubbing against my chin. I adjusted my gaze to match his, and continued sucking his hardened length. "Mmmm," he moaned as he tilted his head back and lost himself in sheer bliss. As I continued to suck him for what seemed like a heavenly eternity, he caught my attention and pulled me on top of him, to where his cock stroked ever-so delicately against my clitoris. I caught myself in a miniature gasm with a single motion, and felt my pre-cum dripping onto my Professor beneath me. With a single, animalistic jolt, he was inside of me, and I could not help but scream with excitement. I began to gyrate my body on top of his, sliding up and down his length with my pussy. His arms extended to grasp my supple breasts as they bounced with each motion. My head was thrown back and I began to ride him like there was no tomorrow, casting all my inhibitions aside and drowning in the pleasure. As our motions accelerated, I cast my eyes down to Traun, who seemed to be near his breaking point, and with a few final hypnotic thrusts, we met one another at orgasm. I lowered myself to his level, resting my head against his chest, listening to the gradual decline of his rapid heart rate. My insides were coated with his seed, and as I gave his chest a little kiss, he whispered, "All for my star pupil." Extra Credit Ch. 02 Carleigh had just agreed with me that the level of her work thus far was not worthy of an A, and that she was willing to put in a little extra work to get one... "So, then, I said to her, "I guess we have more work to do, don't you think?" "I try not to, Sir; thinking gives me a headache." I laughed at her clever joke, even funnier given the situation. "Yes, well. I believe I need to examine you very closely, and indeed give you an oral test to determine your level of understanding. Are you ready?" "Yes, Sir, I am." "Fine. Then sit here on my desk." I pushed the papers aside I had been grading, such pedagogical tasks well beyond my concern any more, and Carleigh sat down on my desk with her legs spread wide. Her pussy was the very image of perfection. Her pussy hair was completely shaven, something that has always turned me on immensely and made me want to dive right in to the pussy in question. The soft pink of her pouty pussy lips stood out in stark contrast to the white skin around it, and turned on as she was at this point, it glistened softly from her juices. She had a thick little clit that stood above the surrounded curves, almost beckoning me to lick and suck it. I approached her pussy slowly, not so much wanting to draw this out for her or tease her -- although I could hear her breathing becomes faster as I did and her body tense in delicious anticipation of the feeling -- but simply because I was so struck by the beauty the thing. I rubbed her clit gently, and she gasped, then I slowly traced the outline of her pussy lips with my fingers, gaping open mouthed at the perfection of her hot, wet cunt. Being able to wait not one second more, I gently flicked my tongue across her clit, and she let out a long, low moan as I did so. Carleigh's pussy tasted delicious, making me want more and more. I sucked her entire clit into my mouth as I slowly slid first one finger, then two into her slick wet pussy; with my other hand I began stroking my cock, getting it hard quickly again. Carleigh was moaning loudly now, in time with the thrusts from my fingers. She began to buck her hips hard and to moan even more loudly, so I switched things around a bit. I now began to lick the length of pussy, from clit to ass, stopping along the way to slide my tongue in and out giving her a nice tongue fuck, while I now used my fingers to rub her clit hard. This switch seemed to push her to an even higher level of ecstasy as she began to moan even louder and breathe in raspy little coughs. My cock was now good and hard again, so I took my free and slide two fingers deep into her pussy, so I was now licking her cunt, finger fucking her, and massaging her clit. Her body began to tense rigidly and her moans turned into one long groan, indicating she would soon cum. I now began to lick, suck, rub, and fuck as hard as I could, looking forward to her finally exploding. "I...I...I'm gonna...gonna...," she stuttered, sounding similar to the way she did when she first arrived, but now for a whole different reason. "Cum...cum...cum...." Her body tensed one final time, and her legs locked around my head for a moment with such force that I feared for a moment that my eyeballs would pop out, then she let out what was a combined shriek and groan, like nothing I had ever heard before. Carleigh also let out a hot wet stream of pussy juice which squirted right into my face; at first I was surprised, but was instantly aroused by having a hot little squirter cumming right on my face, and happily opened my mouth to try to catch as my of the stream as I could. Her glorious orgasm lasted for a few moments, and then she slowly began to slow down and relax, the once strong stream of pussy juice now dribbling down to a trickle. As she did, I methodically began to kiss and nibble my way up from her pussy, along her bronzed and toned stomach, to her firm white breasts, where I lingered to play with her hard nipples for a time. I then nibbled my way to her mouth, where we engaged in a deep, passionate kiss, out tongues dancing around each other's, swapping the remnants of our own cum. "Now," I said, pulling away somewhat unwillingly from our kiss, "I believe your grade has risen to, shall we say, a B?" "Yes, Sir, I'd say." "But that's not good enough for you, is it Miss Simms?" I asked, as I clutched my now rock hard cock and rubbed it gently against her soaking wet pussy. "You deserve an A." "Yes, Sir," she whispered, "please give me an A." I guided the head of my cock into her waiting pussy, then slid the rest of if in until it hit bottom. She wrapped her arms around my shoulders and moaned again as I did so, and I knew it would not be long before she same again. Because Carleigh had so thoughtfully taken the edge off my need to explode with that fabulous blow job, I felt like I could last a good long while and so would be able to give her a magnificent fuck that was all about her needs. "You like it hard right?" I asked her. "Yes, Sir," said, squeezing me even more tightly, "I love to get fucked hard." So with that I launched into a hammering of her pussy that littering made the walls shake. I felt like an animal, a wild sexual beast here only to fuck and to cum, and I was happily throwing all of my sexual energy into this fuck. I pounded away at Carleigh's pussy, fucking her as hard, deep, and fast as I could, and was encouraged by the sound of her breathing again becoming irregular and ragged. I knew what that meant from before, so with whatever energy I had left I increased my tempo even more, trying to exhaust myself with this fuck. Carleigh again shrieked that strange combined sound, the sort that only sex is capable of producing. I could feel her squirting again, with her juiced now flowing all over my balls and down my leg. I continued to fuck her as hard as possible while she came, even though my muscles were burning. As she came her pussy clamped tightly around my cock, and with the increased tightness and my own wild fucking, I knew it would not be long before I joined Carleigh in the happy land of orgasms. Carleigh's orgasm waned, but I kept fucking like a rabid animal; at this point I could scarcely stop. I pulled out suddenly, stroking my cock as I did so, and said to her "Get on your knees." She did so, happily opening her mouth and craning her neck back to catch what she knew was coming. The site of a lovely young lady, on her knees with her soft mouth opened and her tongue sticking out slightly, eagerly waiting for a shot of cum, always makes me ready to explode, and today was no different. I stroked my cock now just as hard as I had been fucking Carleigh, and I soon felt that delicious pressure build within me again. The cum absolutely exploded out of my cock, and I made no effort to aim it into her mouth. I shot string after string of thick white cum onto Carleigh's bathing suit-model beautiful face, which she accepted with a sexy little giggle. I think this orgasm may have perhaps even been more explosive than the first, and my hot thick cum seemed to have an endless supply. When my cum eventually waned into a mere dribble, Carleigh's face was well covered, making her look perhaps even lovelier than even before. Panting hard, with my legs weak, I stumbled back into my desk chair. Carleigh merely remained where she was, on her knees, with a face covered with my cum. Once I caught my breath well enough to speak, I said, "Well, Miss Simms. I believe you have convinced my that you do, indeed, deserve an A for my class." ************************** It was well into the summer semester, and while I had certainly not forgotten about my late night-liaison with Carleigh, I accepted the fact that we had used each other to get something we wanted. Me, sex with a rich 20-year-old; Carleigh, a Benz. I knew she had remained on campus for the summer classes to get ahead on credits, but I neither expected nor made an effort to see her again. I didn't have her for any classes, and that actually suited me rather well. You can imagine my surprise when, on one hot summer day, she knocked on my office door. "Mr. Wills?" she asked. Shocked by her unexpected appearance, I practically shouted out, "Yes?!" She sauntered into my office with one graceful move, and closed the door behind her. "I was wondering," she said now, locking my office door and looking at me ravenously, "if maybe we could discuss my doing some extra credit work for you again..." Extra Credit Ch. 02 Chapter 2: Oral Presentation The next day she took the video back to the professor: "I've finished my first extra credit assignment. Here it is." "Very good" he said, I will grade it tonight. "Did you learn anything?" She didn't know how to react to that, but somehow sensed that 'yes' was the right answer. He seemed pleased. What did he expect her to learn? She thought about it, and realized that she had learned that it turned her on to think of being seen on a video tape. As she looked at him while he talked she began to wonder what his dick might look like. She had seen a lot, since she started college. Was his long and thin? Short and thick (she liked the thick ones)? What would it look like in his hand. "Now, for your next assignment. I presume you are not a virgin?" He asked, clearly pretty sure of the answer. "No, I'm not a virgin." She replied, thinking, 'obviously not, I sure as hell wouldn't have wanted some professor to be my first.' "I want you to find some guy to do this with, can you think of anyone?" She thought for a minute "how about you?" with a sly smile and just the right flirtyness. "No, no, this is your assignment, not mine. Have you ever just hooked up with someone in a bar? That might be ideal for this case." He said, smiling slightly at the word assignment. "Yeah, I've done that, I suppose that would work. You want me to tape having sex?" She thought, yeah I've done that a lot. I do like just 'hooking up', it's so nasty. My parents would have a fit, but I just love it. "What I want you to tape is a great blow job. Probably best if he's standing up. You need to be naked, at least from the waste up, and then you need to show proper enthusiasm for the job at hand. Finally, I want you to tell him to 'come all over your face and tits.' I want to be able to see the come on your face and tits. Also, you should avoid letting him know you are taping him and avoid getting his face in the video. Again, I want to see your face, especially at the moment of climax." Wow, she thought. She had given blowjobs a few times before, but she couldn't recall doing anything quite this slutty. She wasn't repulsed, but thought that she probably should be. "I'll give you over the weekend to complete your second assignment, that should give you ample time. Keep in mind that your grade depends upon a good tape. You might start tomorrow night, since it might take more than one try to get it right. That will give you Thursday, Friday and Saturday night to pick up an appropriate person." "What do you mean, more than one try?" Now she was getting a little worried, how many guys would she have to blow to get this right? "Well, we want to make sure the come is on both your face and tits, and that we can see your face. If the elements are not framed well, your grade will be lower." Man, this was getting a little picky, she thought. Oh, well, in for penny in for a pound. She would go to the bar tomorrow and pick up some guy. "If I have to do it more than once, do you want to see all of the trials?" As soon as she asked it, she knew the answer would be yes, and that it now pretty much obligated her to multiple trials. "Your grade will be higher if I can see that you put a solid effort into it. No one is perfect. You may never get all the elements right in one tape, but effort is important." She left his office, beginning to feel somewhat worried about this. She didn't usually have a problem picking up guys, but first she had to figure out how to get a good tape without the person knowing, then she had to somehow get the guy to come on her face. As she thought about that, while walking across the quad, she started to feel a little tingly down in her cunt. Actually, the thought of some guy blasting her face and tits with cum started to turn her on. She liked sex...a lot. Her parents were very religious, and growing up she had been told how evil sex was. But at college she had discovered that she loved to party: sex, booze and rock and roll. Of course that was what got her into trouble in classes. Thursday night came and she was all set up. A female friend who was a computer geek had set her up with a mini-cam that recorded directly to her computer, making it easy to start it. No fumbling with a cam. She had positioned the mini-cam and carefully made some marks to frame things about waist high. As she was walking through the lobby, she saw a guy from the floor above her looking at her. She was dressed for "pick-up" and she knew that her large tits and curvey hips were accentuated. The guy was almost drooling. She paused and then turned and walked over to him. "Hi Tim, what are you up to tonight?" She asked in her "friendly-flirty" voice. "Uh, well, um I guess I was going to study and maybe watch the basketball game on TV. It looks like you're going out..." he was practically staring at the extensive cleavage she was showing. "Well, I was thinking about going out, but it just occurred to me, we both have that History test next week, were you going to work on that?" Why bother going all the way out to the bar, when there was fresh meat here, she thought. This guy wouldn't know what hit him. "Well, um, yeah, um, I was going to spend some time tonight going over my notes and trying to outline stuff." Still, unable to raise his eyes above her neck, he stammered through his plans. "Could I study with you? It might help me save my grade in that class..." and avoid having to sleep with a professor who had lived through most of the history he taught. Sometimes they couldn't even get it up. "Well, sure, but .." She cut him off "Great, let's meet at my room in an hour, is that OK?" "Uh, yeah, well, sure, but ..." Again she jumped in with "great, I'll see you then." And abruptly turned and went back to the elevator. She double checked her equipment - both kinds - and was ready when the knock came, right on the dot. She opened the door "Hi Tim, come in. I've got my notes spread all over." He walked in and looked around the room. His eyes, of course, returned to her breasts. Sometimes that bothered her, but over the last hour she had begun to get so aroused at the thought of performing with this guy. She imagined the feeling of his hot come showering her face and especially the feeling on her breasts. Her mind also wandered back to the prof, and what he would think of her tape. Tim's visual attention to her tits was not unwelcome, in fact her nipples began to get hard under his gaze. She had left on the tightly fitting, low cut, cotton pullover and the hard cherry pits that were her nipples showed up in stark relief since she was bra-less. She could see the color come to Tim's face. A quick glance at his jeans revealed a surprisingly large bulge. She was getting pretty turned on too, should she just grab him and blow him? What would he do? "Do you like my blouse?" she asked with a light giggle and a smile. Startled, and realizing he was staring, he stammered "Uh, well, yeah, it's pretty and, uh, I, uh, like the color..." Clearly he was worried she was mad. "Oh thanks..." she said as friendly flirty as she could, "I like it a lot too. It makes me feel so ... so sexy ... when I wear it." Her voice dropped to a whisper at the end. She leaned a little closer to him, with a conspiratorial grin on her face. His surprise at the comment was obvious. "Well, um, yeah, um, I can see that..." He didn't know what to say. She reached out and took his books from his hand and set them on the desk. She turned back and took two steps until she was standing just in front of him. She looked into his eyes, which for the first time since he had walked in were not glued to her tits. Gently she took his hands in hers and softly kissed him on the lips. His kiss was awkward and unsure, clearly he wasn't very experienced. As she began to seduce him, knowing exactly what she was going to do, her nipples became rigid and almost painfully erect. She could see that his dick was straining at his blue jeans. Deftly she maneuvered him to the proper spot. Then she spoke. "Perhaps our studying will go better if we relieve a little of the tension here ... and make ourselves more comfortable." She could tell his mind was reeling. Slowly, with great show, she slipped the blouse up over her head saying "I think it would help if I slipped out of this blouse, it's clearly making it difficult for you ..." He was speechless as her breasts swung free of the tight fabric. She gently touched her nipples and closed her eyes for just a second, imagining how much the professor would like this part. Opening her eyes, she saw Tim just starting to reach out for her breasts. She guided his hand onto her nipples and he began to gently stroke and pinch them. Her juices began to flood out of her cunt, she could feel them begin to drip down her leg. She was wearing no underwear beneath the short dark skirt. She felt so nasty and hot. 'God' she thought, 'I'm so turned on by all this. I just love the idea of blowing this guy for the prof. That's so weird.' After a few minutes of his gently pawing of her breasts she slipped down onto her knees and began to undo his jeans. He just stood there, obviously not sure what to do, and not wanting any of this to stop. As she pulled his underwear down, his larger than average cock bounced free. She started to take it into her hand, and the first spurt of cum hit her face. 'Oh shit, he's coming too fast' She let the come cover her and hoped that the prof liked it as much as she did. "Oh god, I'm so sorry..." he stammered "I've never had anyone do what I thought you were going to do, and I just go so turned on..." his words tumbled from his mouth. "I didn't mean to make such a mess..." She looked up and smiled, his innocence was such a turn on "It's OK," as she kissed his member and licked the last drips from the now softening tip. He moaned so loud and his cock practically jumped with the touch of her tongue. He was still so hard. And she was positively aching to have a dick in her cunt. She pushed him onto the bed, and thought: too bad the camera isn't pointed in this direction. Pushing him down on his back, she climbed atop him. She slid herself forcefully onto his pulsing pole and began to ride him. Her juices were flowing freely and she closed her eyes and pounded up and down, just using his dick. He didn't seem to mind. Her orgasm gripped her, and she felt him buck too. But she just kept riding, reaching her second and third quickly. Finally, his softening dick slipped from her. She would have ridden him through at least one more orgasm if it hadn't. They studied, and fucked, the rest of the night. She basically abandoned the idea of the video, she just wanted his dick in her again and again. Finally, spent and tired, with little accomplished for the history exam, he left. The next morning she reviewed the tape. It was OK, but she knew the professor would never accept it. She hadn't actually had his dick in her mouth, although the cum shot was perfect and the framing was great. She needed someone more experienced...she giggled: Tim was definitely more experienced this morning, maybe I'll just try him again tonight she thought. Would the professor care? Probably not. Later that morning Tim called and asked if she wanted to go to a movie. 'Uh-Oh,' she thought, 'if I accept this and we do it again, he's going to think I'm his steady girlfriend.' She had tried being a "steady" once, and basically didn't like being tied down. In fact, the more she thought about it, the more convinced she was that a new mark was a better idea. "Tim. I don't want you to be hurt, but last night...was just...well, I just don't want to be involved with someone right now. I...I needed to...just to be with a man, and you're cute and nice and...well kinda sexy. I'm so sorry, I don't want to hurt you." She could almost hear the relief in his voice. "Actually, I wasn't sure what to do. I didn't want to be a jerk and not call you, last night was fantastic." It was amazing how strong and clear his voice was this morning, not the stammering boy of last night. "But, actually I have a girlfriend back home, and well, I really like her...although she's not as much ... fun ... as you are." She almost laughed. He had no idea. "I understand. I didn't know you were involved with someone, I don't want to break anything up. I'm sorry if I caused a problem. Let's just keep this our secret." That would be her ideal too. Although she was not a prude, she didn't want to get a reputation as more of slut than she already had. "That's great. I won't tell anyone." His relief was clear. He would not even brag to his roommate probably. She began to make plans for the evening. She hoped this time would work even better. She left her room, again, dressed for "pick up." This time, though, she went straight to her favorite bar. As she stepped out into the mayhem of a Friday night college bar, she rose onto tippy toes and surveyed the room. Who could she get, who would perform for her? As she surveyed the room and fantasized about some of the guys, she began to feel very turned on. She decided that she wanted to avoid anyone she knew. She didn't want any more awkward "next morning" phone calls. Since this was her "usual" bar, that would be difficult. She got up and left. Walking down the strip, she slipped into a bar that carried a different crowd. Quieter people. This was more the "Honors Student/Intellectual" crowd: the geeks. No loud music, and the floor was clean: no spilled beer. Most of the people were talking or even reading while having a beer. Her "dressed to the nines" outfit was clearly out of place. Many heads turned as she sat at the bar. She ordered a drink and focused on a foursome playing some game at a table in the back corner. The leader of the group was kinda cute in an average way. One guy was tall and lanky, and frankly funny looking, while the other two guys looked very young. Although she thought they had seen her when she came in, only the two younger guys seemed to be eyeing her. The lanky guy was talking animatedly with the leader who had his back to her. She walked over. About halfway there she added a "saunter" gently swinging her hips so that the skirt swayed. She pulled a chair up and sat at the table "Can I watch, I've always wanted to find out what this game was all about." She said in a sweet innocent voice that was in sharp contrast to her attire. The three geeks simply stared, having never dealt with such a question before, at least not from someone dressed like her. The leader looked her in the eye, and in a strong deep voice said "Sure, why don't you sit here, next to me, so you can see all the good stuff." She must have looked startled, since he said "It's OK, I'm a gentleman and a scholar." The other guys nearly split their sides laughing. She was surprised because she hadn't expected his voice to be so deep, strong and smooth. More to the point, she certainly hadn't expected him to be so sure of himself. Usually the geeky guys – and at least he was hanging around with them – were pretty nervous around the more outgoing women like herself. He seemed entirely comfortable with her, even amused. She sat and they talked and played. She flirted and hinted that perhaps they could leave together. As the night wore on, she became a little apprehensive. She didn't have time to strike out. Further, she couldn't believe this guy wasn't just falling at her feet. As she sat with him, and listened, his voice was so smooth and strong that she found herself attracted to him far more than she would have guessed. In looking him over, she noted that he was actually in very good shape. The other guys were scrawny and immature, but he clearly worked out and it showed, but in a subtle, not muscle bound way. Even more, while the three geeks were practically drooling, he hardly ever eyed her body. She had seen him check her out, and slip a glance down her shirt. But he didn't ogle her. The longer they sat, the more interested she became. What would his dick look like: would it be strong and muscular? Long and lean? She wanted to see the 6-pack stomach that his knit shirt suggested was under there. Finally, after nearly 2 hours, the game broke off. The three geeks packed up and spoke briefly about "tomorrow night." The leader packed his stuff into a backpack, but remained seated as the three geeks left. Then he turned to her and said "You have the most sensuous lips I have ever seen. I am going to gently kiss you now." And he leaned in and kissed her. God was he smooth. His kiss felt like velvet. The light touch of his tongue between her lips sent shivers down her spine. She couldn't wait to get him back to her room. Last night was hot, but tonight would rock her. She stood and took his hand "come with me" she ordered him. He followed her willingly. They stepped into her room and she quickly took command, before he could. She could tell that he was experienced and that he liked to take charge, so she beat him to the punch. She stripped off his jacked, and then his knit shirt and ran her fingers down his muscular chest. Her pussy, bare beneath the skirt, began to get slick with her juices as his firm body turned her on. She stood him where the camera would capture the action and deftly hit the key on the computer to start the recording. In one smooth motion she pealed her blouse off and dropped to her knees in front him. She unsnapped his pants and found he was "going commando". As she slid his khaki slacks to the floor she looked up into his eyes. He was a little surprised by her take charge approach, but was clearly loving the direction. His dick was unremarkable. About average size and girth – she hoped the old saw about "it's not the size but what you do with it" would be right on tonight. She gently took his very stiff member in one hand and began to kiss and lick the tip. He let out a deep moan and ran one hand through her hair. His light pressure told her he wanted his dick in her mouth, but she removed his hand and continued teasing the now purple head. Finally, when his moans indicated that her teasing had done it's job, she engulfed him. She had never really deep-throated before, and wasn't sure how it would work. She simply tried to swallow his dick. His hips swayed forward into her face and she gagged a little as he pressed into the back of her throat. Then she began to bob up and down. Slowly at first, then gently building a rhythm. She cupped his balls in one hand, and grabbed the base of his cock in the other. Her pace quickened, and she would pause at the top to circle his hood with her tongue. When she felt his balls begin to tighten and rise she pulled her mouth away and stroked his shaft with her hand. The first spurt caught her across her eye and forehead. It was hot and thick and clung to her eyelashes. The second and third spurt moved down to her chin and the top of her breasts. His last, weaker spurts, landed as big drops on the top of her breasts. Their warmth sent chills across her nipples. Turned on by the thought of the great video shots she had just captured, she began to massage the cum into her tits. He moaned as he watched her and said, in a deep low voice "I love seeing my cum all over you. Your tits are so hot. I want to massage my juice into you." Before he could drop to his knees, she stood and thrust her chest out. His hands deftly cupped her breasts and squeezed them up together like a wonder-bra. Then he slid his hands around them, smoothing the hot jism into her skin. She was so turned on she couldn't believe it. She had never been cum on before, and the naughtiness was exciting. The feeling of his hot cum hitting her breasts made her tingle, and as he touched and caressed her and smoothed his cum into her she had a little orgasm standing there. She could feel her cunt twitch and leak juice down her bare legs. Extra Credit Ch. 02 She reached up to wipe the cum from her forehead and cheek. He grabbed her hand and gently stopped her "Don't, I love seeing my cum on you." She shook with excitement. He gently lifted her and set her on the bed. Lifting her skirt he was pleasantly surprised to see her bare cunt. She was so turned on that her lips were purple and wide open, waiting for someone. She looked expectantly at him, hoping he would just ram his dick into her cunt, she wanted him so bad. But, his dick hung limp, spent on her face and tits. Her disappointment must have shown in her face, for he smiled and said "don't worry, it'll come back. In the meantime, what's good for the goose is good for the gander." She didn't have time to contemplate the difference between a goose and a gander, for he quickly fell to licking and sucking on her now engorged lips and clit. She threw her cum covered face back as she felt first one, then two and three fingers slide into her cunt. He slid them out and then back in with quick forcefulness. Her stretched pussy clamped down on his fingers and she came with a force that almost scared her. She felt her cunt spasming against his thrusting fingers. The juices ran down his hand. All the while his tongue deftly flicked at her now hard and erect clit. She ran her hands over her sticky breasts and pinched her nipples as her orgasm subsided. Panting, she lay, nearly spent. Oh god how she wanted to feel like this all the time. He stopped his ministrations as he felt her go lax, and scrambled up to lie beside her on the bed. His gentle and slow kisses carried her away. Soon, his member began to rise again. She looked down and saw him hard and didn't want to wait any longer. Rolling him onto his back she mounted him, like she had Tim the night before. He was shorter, and frankly smaller all over. He didn't fill her as much as Tim did. As she began to bounce though, he met her movements and accentuated the pleasure. His fingers found her clit, and he used his other hand to cup her ass. The sensations were outstanding. She could still smell his cum, and feel the stickiness on her face. The memory of his spurting cock was overwhelming and she felt herself begin to climax again. Not trusting her muscles, she lay down on top of him, now thrusting back into him. As her orgasm began to grip her she felt his hands roaming across her ass. She loved it as he rubbed her ass and she came with high fast moans of her own. With him still in her, she slowed her motions as her orgasm subsided. She could feel him still thrusting into her, hard as a rock. He hadn't come yet. She continued to meet his thrusts, but with less enthusiasm as she felt the post orgasm warmth rush over her. Soon she felt him tense and thrust. She met his thrusts and kissed him deeply as he emptied his seed for a second time. They fell into a sticky tangle of arms and legs. After a few minutes, he rose, went to the bathroom and returned. She was nearly asleep and only half consciously watched him dress and let himself out. As the door clicked shut, she realized she didn't even know his name. The next morning, she reviewed the tape. It was great. You could clearly see the horny and hungry look on her face as she engulfed his cock. The white globs of cum were visible as they spurted onto her face and chest. 'Just what the Dr. ordered' she thought pleased with herself, and not just a little turned on by watching the movie. 'I can see why he likes this kind of thing, it's very hot. And it must be pretty exciting to get them made to order.' Extra Credit Ch. 02 You're back, and you have more toys to show me... * * * * * Click Here to listen: .mp3 format or .ogg format. (12 min/mp3) * * * * * Extra Credit Ch. 02, Pt. 1 As the morning sun finally found its way to James’ face the warmth and brightness awakened him. He awoke to a beautiful sight. There beside him on the couch was a beautiful woman nestled tightly against him. She was completely naked and the most gorgeous thing he had ever seen. The night before his dream had finally came true and he had fucked his teacher. He had forced nothing on her either. Although she was married she wanted it to happen. The only question now is where do they go from here? James shifted to his side just a little and felt the curve of Mrs. Shannon’s ass. The night before Shannon had succumbed to her sexual urges. She had taken someone into her bed, or couch at least, that she probably shouldn’t have. James was one of her students and all of eighteen years old. Shannon was ten years his senior but the two had bonded recently with Shannon’s husband gone. She awakened and smiled at James. “Good morning handsome,” she said. “Good morning, more like great morning,” James said. “I’m sure hoping this isn’t a dream.” Shannon raked her fingernails down James’ chest until she got to his cock. She took it into her hand and squeezed it gently. “Oh its no dream, god you were great last night. I’m still tender,” she said. Shannon rolled over on top of James and kissed him passionately, her tongue exploring her new lovers mouth. While her hand still rubbed on the cock that had given her so much pleasure the night before. The sight of this beautiful woman on top of him, stroking his cock, made James crazy with desire. He was rock hard in seconds. Shannon could feel James’ cock becoming hard in her hand. “Is that for me?” she asked with a smile. “It’s all yours baby,” James said. Shannon kissed down James’ chest and stomach until her head was right over his cock. She grabbed it with one hand a guided it into her mouth. “Ummm…god I love sucking your dick,” she said. Her tongue swirled around the head as she sucked greedily. “If only I could wake up like this every morning,” James said as Shannon moved to his balls. “ We’ll have to see about that,” Shannon said sucking one testicle into her mouth. Shannon went back to sucking James’ cock this time taking it into her throat. “Cum for me baby, I want you to cum in my mouth,” Shannon said. This wasn’t a problem for James because Mrs. Shannon was becoming quite good at sucking cock. Her lips would form a perfect vacuum seal around James’ cock, and she sucked so hard it amazed James that she had never sucked a cock before last night. But the way she handled herself she must have wanted to try out her blowjob skills for a long time. “Here it comes….ohhh shitttttt,” James grunted as his cock erupted in Mrs. Shannon’s mouth. There was no gagging this time as she sucked down every bit of cum James’ cock could produce. Shannon groaned in pleasure as her tongue and throat were coated with hot cum. After James’ cock had finished Mrs. Shannon lifted her head. She starred into James’ eyes and licked her lips. “Mmmmmmm….now that’s what I call breakfast,” she said grinning. Then she climbed on top of James and kissed him again. It was a long kiss, one that seemed to go on forever. James was in heaven. The woman of his dreams on top of him, his limp cock freshly drained, laid between them. Finally the kiss ended. “I need to get cleaned up,” Mrs. Shannon said sitting up on top of James. “Do you have to get up,” James said with a sad puppy dog face. “You look so good sitting on me I don’t want you to get up.” Shannon leaned over and gave James a light kiss on the lips. She didn’t want to get up either. For the first time in her life she felt wanted. Besides, sitting on James she could feel his cock stirring again. “Does that thing ever quit?” she thought to herself. “I’ll be right back I promise,” she said as she slid off the bed. James watched as Shannon’s long legs carried her into the bathroom. For a few moments he just laid there reveling in his good luck. James was knocked out of his dreamy state by the sound of a car pulling in the driveway. He jumped to his feet and ran over to the window. There was a yellow cab in the driveway and a man was getting out. “Oh shit,” James thought to himself. “Shannon there’s a cab here,” he shouted into the bathroom. The bathroom door flew open and a panicked soaking wet Shannon was putting him into the closet. “What are you doing?” James asked. “That’s my husband John, he’s here early. Just stay in here, he usually takes a nap when he gets home. You can sneak out when he falls asleep. “Be really quiet because if he finds you naked in my closet we’re both dead.” Mrs. Shannon said. James sank down in the closet. He wasn’t really scared or anything but he didn’t want to make trouble for Mrs. Shannon. James heard the door open and John coming up the stairs. The bedroom door opened and John yelled “Shannon I’m home.” The bathroom door opened and Mrs. Shannon came out wearing a towel. “Finally decided to show up huh?” Shannon said. “Honey I’m sorry about the other night, it couldn’t be helped,” John said. John walked over to Shannon and wrapped his arms around her and kissed her. “I’ll make it up to you I promise,” he said undoing Shannon’s towel. “You better,” Mrs. Shannon said. John leaned in and kissed Shannon and grabbed her ass. James had a full view and he didn’t like what he was seeing. Although Shannon was John’s wife James didn’t like someone else touching her. John laid Mrs. Shannon down on the bed and unzipped his pants. “I’ll start making it up to you right now,’ John said pulling down his pants. Shannon remembered how she used to love it when John would come home. They would always make love then fall asleep. This used to be fine with her because it was all she ever knew, but now, it wasn’t good enough. The sight of her husband naked did nothing at all to excite her; she simply didn’t feel the same way toward him anymore. “Shit, I have to think of way out of this,” Shannon thought to herself. Then it hit her. John climbed on top of her and just as his lips met hers she whispered to him, “John we can’t do this right now.” “Why the hell not, I said I was sorry,” John said. “I’m on my period,” Shannon said getting out from under him. James couldn’t hear what was going on but he didn’t care as long as John kept his hands off his girl. John on the other hand did care and he was pissed that he wouldn’t get his usual welcome home fuck. “Damnit,” John said loudly starring at Shannon. “I can’t help it John,” Shannon said walking back into the bathroom. Shannon starred at herself in the mirror and thought to herself,” This body is not your plaything anymore John.” John eventually fell asleep after about an hour and a half. Shannon crept back into the room and opened the closet door. James silently got up, grabbed his clothes, and followed her down the stairs into the living room. “Its about time, I thought he would never go to sleep. What did you tell him when he was trying to fuck you? I can tell you I didn’t want to see that at all,” James said. Shannon walked over to James and put her arms around him. “I told him I was on my period,” Shannon said smiling. James kissed her. Her lips tasted so sweet. His hands traced the curve of her long legs to her shapely backside. Shannon loved to be held by James. A young man who treated her like a goddess. He was young and strong, not uncaring and out of shape like John. She liked how hard James’ muscles made him feel, and she like his cock. After being fucked to death by it last night the sight of her husband’s puny package was not at all appealing. As much as she hated to Mrs. Shannon eventually broke the embrace. “You got to get out of here for now. I’ll have to think of something to get you back over here because I don’t want to be without you for very long,” Shannon said. “Just tell him that I have to come put some chemicals in the pool,” James said. “Yeah, I totally forgot. He hasn’t even seen the pool yet. That works fine for me,” Shannon said as she walked James to the door. “God I don’t want to leave but I guess a few hours isn’t too bad,” James said. “The wait will make it better. Here you can think about this while you wait,” Shannon said. She turned around and lifted up her skirt. She wasn’t wearing any panties. The door slowly closed behind her. James turned smiling and walked home, all the time thinking of how he was going to get around Shannon’s husband. Mrs. Shannon walked back into the house and looked around. She was determined not to let John’s coming home ruin her new love affair. But she didn’t want to hurt John. He was a shitty husband but he wasn’t a particularly bad person. She sat down on the couch and started thinking about last night. She could still smell the aroma of sex on the cushions. She remembered how good it felt to have James inside her. Between her legs she could feel a growing wetness. “I’ve never been like this before, I’m like a dog in heat,” she thought to herself. Then she remembered making love with one of her students. She put one hand between her legs and rubbed herself while biting her lower lip. She knew there was no way that she would see enough of James to satisfy her while John was around. Then she had an idea. She would tell John that she had to go out of town for the school. She could take James with her. Later that day Shannon called James and informed him of her little plan. James was all for it. He would tell his parents that he was going on a school trip. “Well that settles it, we’ll leave tomorrow.” Shannon said. “Now get over here, I think John’s waking up, I’ll see you in a few minutes.” Shannon made her way up the stairs into her bedroom. Sure enough John was sitting up in bed. “I’ve got a surprise for you honey,” Shannon said. John scratched his eyes. “A surprise, what is it,” John said. “Get dressed and I’ll show you.” Shannon said. John hopped out of bed and threw on some shorts and a t-shirt. Shannon led him downstairs. “Close your eyes,” Shannon said. John closed his eyes and Shannon led him out the back door. “You can open them now,” Shannon said. John opened his eyes. He starred a moment then looked at Shannon and kissed her. “This is great baby, you know how bad I’ve always wanted a pool.” John took off his shirt and jumped into the pool. After about five minutes the doorbell rang. “I’ll be right back,” Shannon said. She went to the door and opened it. Instantly James was kissing her. Shannon sucked James’ tongue like a wild woman while James’ hands roamed over her ass. Shannon’s hand then found it’s way into James pants. “Where’s is he,” James finally said. “He’s in the pool,” Shannon hissed. “Is there time for this, he’s only thirty feet away?” James said. “He’s in another world, now be quiet.” Shannon said grabbing James’ cock with one hand as she kissed down his chest. She squeezed it hard and a glistening drop of pre cum greeted her. She greedily licked the head of James’ cock, giving out a moan of pure ecstasy. Shannon was after only one thing, James’ cum. The entire day she couldn’t get that tasted out of her mind. She wanted it. She needed it. She sucked James’ cock deeply into her mouth. Shannon loved to suck James’ dick almost as much as he liked for her to suck it. She took a breath and slowly slid James’ rock hard cock down her throat. Finally, when her nose was in James’ pubic hair, did she slowly ease his cock out of her mouth. “How did I ever get along without this?” Shannon said jerking up and down on James’ glistening cock. Shannon licked up the underside of James’ cock and again her warm mouth surrounded him. “Suck faster baby, I’m gonna cum,” James said eagerly. Shannon didn’t need to be told twice, she picked up the pace and was sucking as fast as she could. “Oh shit, here it comes,” said James. He grunted and released his first volley of hot sperm down Shannon’s throat. Shannon was ready to take it all but the sheer force of the cumshot gagged her. She pulled James’ cock out of her mouth, but James was far from finished. The second shot almost flew over her head but landed in a huge puddle on the top of her head. Shannon swallowed hard to get the rest of the cum that had gagged her down. The third shot landed right between her tits and drained down her stomach. For the fourth shot Shannon opened her mouth and James’ cock coated her tongue with a final thick blast of cum. James dropped to one knee exhausted. “God I’ve never cum that much before in my life,” he said breathing hard. “Uhh, you might need to get a towel,” James said looking at Shannon. “Was it good for you?” Shannon asked grinning. She was a cum-covered mess. Her hair was matted together and you could still see cum between her tits. “Shannooooooonnnnnnnn!!!!” John hollered from the pool. “Who is it?” “Shit, go out there and stall him while I get cleaned up,” Shannon said. “Alright but hurry the hell up,’ James said walking out the door. James walked out the back door and waved at John who was swimming laps. James thought it would be better if he spoke first. “Hi, I’m James, I’m here to put some chemicals in the pool.” James thought to himself that John was such a total dork. He was out of shape and looked like a wounded seal in the pool. How he ever got Shannon to marry him is a mystery for the ages. “Oh hey, I’m John. Don’t mind me, you can put the chemicals in.” John said. “Hey you don’t by any chance know what happened to my wife?” “She said she had to use the restroom,” James said thinking quickly. Inside the house Shannon was trying to get James’ cum out of her hair. “I’ve never seen anything like that before in my life, I didn’t know a man could cum that much,” Shannon thought to herself while shampooing her hair. “All John could ever muster was a weak dribble.” After her quick shower she put on a bathing suit so John wouldn’t wonder why she changed clothes. A simple white two-piece suit, nothing like the one she had modeled for James. “Hey guys,” Shannon said making her way outside carrying two glasses of lemonade. “I thought I’d take a swim, no sense letting you have all the fun,” she said handing John a glass. “Thanks honey,” John said. “Here ya go,’ Shannon said handing James his glass. “Thank you ma’am,” James said with a slight grin. John took a deep breath and went under water. James couldn’t resist the opportunity; he quickly gave Shannon a slap on the ass. Shannon gave him a scolding look. “Don’t be stupid,” she whispered. James felt a little dumb for jeopardizing Shannon, but the way she looked he couldn’t resist. “Come on in baby, the waters fine,” John said. Shannon dived in the water. For the next couple of hours Shannon and John swam and played like two children with a new toy. James, for his part, weathered the storm by concentrating on his work. Finally Shannon sat on edge of the pool and told John that she was going to make some sandwiches. “Give me a hand James,” Shannon said with a wink. “Bout damn time,” James thought to himself following her into the house. “I thought I was going to be sick, what the hell took you so long?” James said. “I was having a good time, he is my husband after all.” Shannon said drying her hair with a towel. James didn’t like what he heard and made it abundantly clear with his body language. “Well I guess I’ll be going home now,” James said. “Don’t be so jealous,” Shannon said walking up to James and giving him a hug. She gave him little kisses on the neck. “I was having a good time playing in the pool with John, but I plan on having a good time playing with you tonight.” “How are we going to do that with him here,” James said. “I’ll think of something, remember that later tonight I’ve got to tell him about our little trip. He’s going to be mad.” Shannon said. “I’m sure you will,” James said sliding his hands over the curve of Shannon’s ass. “God, you’re the most beautiful woman on the planet.” No matter how many times he said it it still turned Shannon on. She had never thought of herself as a fine woman or anything. She knew she wasn’t ugly but to have someone finally stroke her ego a little lit a fire in her that she liked. “God you make me so wet talking like that,” Shannon said looking deeply into James’ eyes. Shannon could feel a familiar tingle between her legs. Shannon knew she had to act fast before John realized how long they were gone. She couldn’t control herself around James. The way he looked at her, the way he smelled, everything about him made her body beg for sex. She couldn’t fight it so she surrendered yet again to her young lover. “Fuck me baby,” Shannon said. Nothing fancy, just pure and simple lust. James turned Shannon around and bent her over the sink. He pulled down her bottoms and guided his cock into her hot pussy. Shannon groaned as James’ swollen cock spread her lips. Her husband was only feet away and here she was again at the mercy of her young lover. She still liked John as a person but as a lover he was officially replaced. “That’s it, ungghhh, fuck me faster, goddamnit it feels good,” Shannon said as James’ pounded her pussy for everything she was worth. In the last couple of days James’ had emptied more cum into Shannon’s womb than John had all the time they’ve been married. That fact gave Shannon a bit of satisfaction in the dark recesses of her mind. James normally could’ve lasted a lot longer but he knew he had to be quick so he surrendered to the building urge in his cock. “Here it comes, shiiiiittttt….do you want me to pull out?” he asked quickly. “God, don’t stop, uhhhhhhnnngggg fuck I’m cumminnnnngggggg!!!!!!” Shannon groaned. James could feel her pussy pulsing around his cock. With a grunt he emptied a huge load of cum deep inside Shannon’s dripping cunt. Shannon stood there for a moment. She could feel cum dripping down her leg. She arched her back and put her hands behind James’ head. “Mmmmmmmmmm,” she moaned in her sexiest voice. She felt James’ cock slowly soften and slide out of her. She turned and embraced James again. She felt so comfortable in his arms. She looked up at James and kissed him deeply. She hadn’t taken her birth-control pill today and she was a little concerned with the huge amounts of cum James was depositing inside her at least three or four times a day. Her thought was interrupted when James slid his hands up her body and caresses her tits. “Please go tell that loser you want a divorce so I can marry you,” James said. “If you were a little older I would but for now you’ll have to be content with me being a very naughty wife,” Shannon said rubbing her ass up against James’ cock. “Well we’d better get those sandwiches,” Shannon said pulling up her bikini bottoms. She could still feel cum oozing out slowly from between her legs but the thought of talking to her husband with another man’s seed inside her tickled that dark place inside her mind. Shannon and James made the snacks and went back outside. John was just getting out of the pool and drying himself off. “I could eat a horse,” John said sitting down beside the pool. They sat there and ate their sandwiches for about a half an hour. John got up to go to the bathroom. “In a minute you need to go home so I can soften him up a bit,” Shannon said. “Yeah I guess that would be best, do you really think you can talk him into it,” James said. “There’s nothing he can do about it, it’s for the school,” Shannon said smiling. John came back and sat down. Just as he did James got up to leave. “Well I guess I’ll be going, thanks for the snack,” James said putting out his hand to shake John’s. “No problem man, keep my pool up and running and we’ll call it even,” John said. James smiled and walked to the front door and let himself out. The thoughts of what it would be like to be alone with Shannon on a trip raced through his mind. Later that night James packed his bags and thoughts of Mrs. Shannon’s lips on his cock made him want to masturbate but in a show of will power he decided to be fully loaded for the trip. “Man, I’m the luckiest guy in whole world,” James thought. The most beautiful woman on the planet loves me, I’m almost out of school, and going on a trip that’s going to be filled with sex. “Oh yeah, I almost forgot to tell mom and dad where I was going,” he thought with a smile. He walked downstairs into the living room and told his mom that he was going on a school trip. To his surprise there were few questions to answer and his mom even gave him some extra cash. Extra Credit Ch. 02, Pt. 1 Back at Mrs. Shannon’s house things weren’t going as well. “You’re fucking kidding me right?” John screamed upon hearing the news that his wife would be gone for a week. “Calm down John, it’s for the school,” Shannon said sitting down beside him on the bed. “I get home for a week and you’re going to leave me here by myself.” John said looking directly at Shannon. “I knew you wouldn’t like it, that’s why I got you the pool,” Shannon said embellishing the truth a bit. “It’ll keep you busy having fun.” “I thought you would keep me busy,” John said putting his hand on Shannon’s thigh. “I can’t help it baby, but I do have a little good news,” Shannon said. “What,” John said in a deadpan voice. “As of a couple of hours ago I’m not on my period anymore,” Shannon said leaning in to kiss John. She knew she would have to do something to set things at ease until she could leave in the morning. “Well that’s something I guess,” John said kissing her. “Something?” Shannon said pulling away from John and looking very sad at the floor. “I’m sorry baby, I didn’t mean it,” John said falling for her little trap. “Well come and get it,” Shannon said pushing John onto his back. She pulled up his shirt and unbuttoned his shorts while kissing his chest. Shannon pulled John’s shorts off and she was a little surprised to see that his cock was at full attention. “I should have made him wait more often,” Shannon thought to herself. She decided to see if John would let her suck his dick. In the past John had been very boring in bed. His technique was non-existent to say the least. She slowly kissed down his chest and just as she grabbed is cock he pushed her onto her back. “Oh well, so much for that,” Shannon thought. John pushed his cock inside Shannon and began thrusting. Shannon made little noises although she was having no fun at all. “I’m cumming,” John whimpered as his body stiffened. Shannon could feel nothing but John thought he was some kind of porn star. “God you’re the best,” John said rolling of Shannon. “Yeah, you were wonderful,” Shannon said disgusted at herself for building John’s ego after a particularly bad performance. In a few minutes John was fast asleep and Shannon rubbed her clit thinking of what the next day would bring. Shannon awoke early the next morning. She got up slowly as not to wake up John. She crept into the bathroom and started herself a shower. The warm water hitting her felt wonderful. She caressed her self gently, her hand rubbing soap over her breasts. Her nipples stood at attention as Shannon looked over her body. “Not bad at all,” she said grinning. She raised one of her long legs up onto the side of the tub to wash and noticed the only thing about her body she didn’t like. In the past Shannon had never deemed it necessary to shave her pubic hair because she had never thought about it with the limited time she and John spent in bed. John was not the type to say anything about it either. Shannon rubbed shaving gel all over pubic hair and started to shave. “I should leave a little strip, I think that’s sexier than a plain shave,” she thought. Once finished Shannon stood up to look herself over. As she starred into the mirror she noticed for the first time in her life that she was indeed very attractive. James’ affection for her had done more to her than she thought. It was like she was starting her life over again. In the past she was very much the good little girl. Growing up to become a teacher and marrying the man everyone thought was right for her. Now as this new sexy woman looked back at her Shannon smiled and arched her back to push her tits forward. She put one hand on her pussy and put one finger in her mouth in her best attempt at a sexy pose for the mirror. A slight grin formed on her lips. She peeked her head out the bathroom door to make sure John was still asleep. After she was satisfied he was she snuck into her closet and turned on the light. She quickly assembled an outfit and brought it back into the bathroom. “These should work just fine,” Shannon thought sliding a green thong over the round globes of her ass. She then put on a black top with no bra. The top was tight enough to hold her in place she reasoned. Then she put on a white mini-skirt she had bought years ago but had never worn. A pair of black heels completed the outfit. Shannon was having a ball dressing as she had never done before. She put her hair into a ponytail and put on a little more make-up than usual. One last look into the mirror just to make sure,” Watch out James, hope you can handle this,” she said pushing her tits together. She grabbed her purse and out the door she went. About the same time James was jumping out of bed and throwing on his pants and shirt. He ran into the bathroom and combed his hair and brushed his teeth. He was like a three-year old on his first trip to Disneyland. All he could think about was Mrs. Shannon. The way she smelled, her face, and my god her legs and ass. He could feel his cock starting to make its presence known. “I’m going to fuck her raw this week,” he said arranging his cock. After he splashed on some cologne, including a dab on his balls, he went outside to wait for Mrs. Shannon. On the drive to James’ house Shannon’s knees were weak and her mouth was dry. She looked into the rear view mirror at herself. Her ruby lips sparkled in the sunlight. She looked down at her long legs and inched her skirt up a bit. She put one knee on the steering wheel as she pulled her top down in front to reveal a little more cleavage. She was almost trembling as she neared James’ house, her mind was at war with itself. On one hand she was a married woman, with a good life. She was well liked in the community. But she never felt quite satisfied with the way her life had turned out. On the other hand she was on her way to spirit away a young man with nothing but obscene thoughts in her head. James made her feel complete and as she turned the last corner and saw him standing in his driveway, the trembling went away. Her mind was now filled with desire. As she gazed at the young man she caught herself licking her top lip. Shannon pulled her car into James’ driveway and opened her door. James’ heart skipped a beat when her saw her getting out. “I’ve died and gone to heaven,” he thought as he watched Shannon’s legs carrying her toward him. “Jesus Christ, you look…..I don’t have the words,” James said starring. The compliment and his expression made Shannon feel warm all over. Truth be told James did a good job of catching Shannon’s eye himself. “Thank you sweetie, I thought I’d dress up for you seeing as how this is our first official date,” Shannon said. Shannon leaned over and gave James a peck on the cheek. Although it was early in the morning Shannon wanted to hurry up and get out of town. Once out of the view of prying eyes then their fun could really begin. James was still taking in all of Mrs. Shannon when she turned and walked back to her car. Her ass more than filled out mini-skirt she was wearing. “Well are you coming sometime today or tomorrow,” Shannon said grinning knowing that the way she was dressed she would get plenty of stares today. James, while still in a trance, put his bag into Shannon’s car and took his seat beside her. Shannon pulled out of the driveway and off they went. “I’ve been meaning to ask you where exactly are we going,” James finally said with his eyes still glued to Mrs. Shannon’s legs. “I thought we’d just drive and see wear fate takes us,” Shannon said. “Sounds good to me,” James said. They drove for about four hours chatting like people do on a road trip. They were already lovers but they were becoming friends as well. Shannon liked James’ sense of humor. He was witty and fast to make her laugh. James thought the world of Shannon also. She was a great listener and smart enough to talk about any subject he chose. After the first hour or so James put his hand on Shannon’s exposed leg and squeezed gently. It wasn’t a signal that he wanted sex right now, it was his way of showing Mrs. Shannon that as far as he was concerned they were together. The gesture further fueled Shannon’s affection for James as she put her hand on top of his. Extra Credit Ch. 02, Pt. 2 Well here it is, almost the last chapter of this story. The last part will be up next week, I’m just about finished. This part and the last part of the story were co-written by a very special lady without whom you wouldn’t be reading this. Enjoy! James spent the first hour of the car ride eying Shannon’s sexy body, while trying to keep up with their conversation. His eyes shifted from her long, tanned legs, flexing and shifting over the gas and clutch pedals, which were left bare up to her thighs by her short, white mini-skirt, to her pendulous breasts held in check by her tight black blouse, to the beautiful perfection that was her face, her high cheek bones, her large, dark eyes, her long brunette hair, slightly curled and in a ponytail. After some time James’ stomach growled loudly. Shannon looked at him and smiled. She loved the way this young man couldn’t keep his eyes off her. It sent a thrill through her, a tingling between her legs. Yet mixed in with that feeling of lust was one of motherly affection for the eighteen-year-old sitting beside her. “Sounds like someone is hungry, should we stop at this truck stop up ahead?” “Yeah I guess so, I could eat some greasy trucker food,” James laughed. To the patrons of the truck stop, nothing was strange about this black car pulling into the parking lot. But when the door opened, every trucker worth his beard took notice. One long leg at a time, they all gawked as Shannon stepped out of the car. She reached skyward to stretch after the long drive. The truckers drooled as her chest rose with her arms, the large and soft globes obviously unfettered by any bra. The black fabric clung to Shannon’s breasts and held them tight as her outstretched arms lifted them. With her back arched like a cat’s, she bared a bit of tanned midriff, and her white mini-skirt accentuated her tight, round ass and her toned, runner’s legs seemed to go on forever. “Goddamn, that sure would make my trips a lot more fun,” one trucker said, his eyes burning a hole in one of the most perfect asses he’d ever seen. “Bet she could suck your soul out through your dick, look at those lips,” another said. All their compliments stopped when they saw James step out behind her. To them, he was just another lucky bastard kid that had lucked up and scored the mother load. “Can you believe this shit, that kid looks like he’s still in high school? That woman needs lovin’ only a real man could give her,” one of the truckers said. The truckers all quieted down when Shannon and James entered and seated themselves at a table in the corner. Shannon scanned the room out of the corner of her eyes, trying not to be noticed. She realized that every trucker in the room was doing the same thing she was but they were all starring at her. All the attention sent a little shiver down her back. Shannon had never in her life had so many men starring at her. She could almost feel the testosterone in the air. Being the object every man in the truck stop desired did fuel Shannon’s growing self-appreciation. “Maybe you shouldn’t have dressed so…….provocatively,” James said, looking over the menu with a blank expression. “Why do you say that?” Shannon said, knowing all too well what a skimpy outfit can do to men. “Because you probably look like fresh meat to all these guys. I bet every last one of them would just love to get you naked in the back of their rigs,” James said, a smile forming at the corners of his mouth. Shannon blushed; the thought of being taken by one of these men had crossed her mind briefly. Not that she found any of the men attractive, but there was something about the thought... Shannon rubbed her leg against James’. “Maybe I should ask one of them to show me their big truck,” Shannon said. “Not on my watch,” James said, rubbing his hand over Shannon’s smooth thigh. The two ate their meals and talked for about an hour at the trucker’s expense before they were ready to leave. “I’ll just be a minute, need to go to the bathroom. I’ll meet you in the car?” James asked. “Ok, I’ll get the tip,” Shannon said. After she had left a tip on the table Shannon started toward the door. She looked around, noticing that all the truckers were still starring at her ass. “Can’t blame them I guess, dressed like this, I’d be surprised if they didn’t stare,” she thought to herself. Right before she got to the door Shannon was seized with a very naughty idea. She dropped her purse on the ground, making sure to gasp loud enough for everyone to take notice. Stopping, she slowly bent over to pick it up. Her heart fluttered quickly and her pussy started to get wet. Because she didn’t bend at her knees, her mini-skirt slid up the backs of her shapely thighs, stopping at just the right spot to give all the truckers a view of the very bottom of her ass. She could feel her thong tighten across her freshly shaved pussy lips and wondered if any one else could see those plump lips between her legs. After taking longer than usual to pick up her purse, she went out the door and got into her car. She felt her pussy on fire with the knowledge that there wasn’t a soft cock in that truck stop. A minute later, James hopped into the car and off they went. “I’m glad we’re out of that place, guys were giving me the creeps,” James said. “Yeah, I wonder what got into them?” Shannon said, arranging her large breasts in her blouse. “Yeah, I wonder,” James laughed. The couple drove for two more hours before stopping at a little motel on the side of the interstate. “Wait here and I’ll go pay at the front desk,” Shannon said. There was an old woman at the front desk. She gave Shannon the once over when she walked through the door. The old woman spotted James in the car and formed her own opinion about Shannon. “Probably paid for an escort to feel a little younger,” the old woman thought. “Still, wish I had a rack like hers when I was younger.” Shannon paid the old woman and drove around to their room. Once inside the room, James hopped onto the bed and lay on his back. He looked down at the growing bulge in his pants and made sure Shannon was aware of it as well. Shannon walked over to the bed and traced the outline of James’ cock with her index finger. Shannon wanted to give in to her desire and take James’ beautiful cock into her mouth, but decided to make him wait. After all, where was it written that he was the one in charge? Then she walked into the bathroom. James thought she must be getting undressed but then he heard water running. “That little tease,” he thought. Shannon smiled as she stripped off her clothes. The tight fitting fabric, not wanting to release her body, slowly relented. Her breasts popped out of her top and stood at the ready, small brown nipples hard and high. Shannon had been waiting to get James alone again without fear of interruption. She looked into the mirror and admired her figure. For a woman approaching thirty, she could easily pass for a 21 year old. “Good things come to those who wait,” she thought, running her hands over her flawless figure. She loved the way her large, D-cups were firm, sagging only enough to profess that they were real. Her stomach was soft, yet flat, her hips full, and her legs long and athletic. “A Playboy model,” she thought with a thrill, then she remembered how hot it made her, showing off to all the truckers. Shannon stepped under the hot water and thought that after the truck stop, James wasn’t the only one in need of some lovin’. Shannon soaped her soft body, her fingers tracing down to her lust-swollen mound. They traced over her narrow strip of dark hair, finding her clit and gasping. The water felt wonderful as it traced her every curve. Shannon groaned lightly as the warm water trickled down her pussy lips and between her thighs. The hot water tingled on the bare skin around her pussy and her soapy fingers marveled at how smooth those hairless lips were. How sensitive it was. As Shannon continued her shower, her mind began to fill with thoughts about James’ young cock. With her eyes closed she could see every vein; she could remember how it tasted as she licked her lips. James removed his clothes and lay in bed. His cock was at full staff as he heard the water turn off. The thought of making love to Shannon again had him almost bouncing in bed. He looked at his cock. Every inch was waiting patiently for Shannon’s warm body. After a few minutes the door opened and Shannon walked out in a towel. Her long dark hair was still wet and James knew that look in her eyes. With beads of water clinging to her voluptuous body, Shannon saw what she wanted. She walked to the edge of the bed and undid her towel. James gasped as her nude body was revealed to him, his eyes quickly stealing a look at her shaven pussy. Shannon could feel his eyes on her nearly bald pussy and blushed at the attention. “I thought you couldn’t look any hotter, but… wow!” James said. The compliment gave Shannon a rush of self-satisfaction. “You always know what to say to get me wet,” Shannon groaned. She kissed the tip of James’ cock then straddled his stomach. James sat up and their lips met in a sensual kiss. Shannon was in control now and she was going to make her young lover into a man. Shannon ran her fingers through James’ dark hair. She sucked his tongue, loving his taste. “Just lay back and let me do everything,” Shannon said, pushing James onto his back. Shannon sat on top of James like a tigress on prey. She loved the way James’ body felt beneath her. Every inch of his body was hard. She kissed him again, nibbling on his bottom lip. She kissed down his neck, her tongue encircled his nipple. She sucked each one gently, then harder. When she was finished, James’ nipples were like pencil erasers. “I want you inside me so bad,” she said, continuing to lick down James’ chest, her dark, wet hair spilling over her face. She kissed all over his abdomen, leaving little hickeys. Sliding her fingers around James’ large cock, she teased it with the bottom of her tongue, sucking one of his balls into her mouth. Her delicate hand jerked up and down along his saliva-slickened member, amazed at how something could feel so soft, yet so hard. She could see every vein. It was like concrete. At last, she took him into her mouth and the warmth of Shannon’s mouth enveloped James’ cock “Goddamn……..suck it……yeah that’s it,” James said as his hand clutched the back of Shannon’s head, fingers raking through her soft hair. Shannon could taste precum immediately as her tongue swirled around the engorged head. She let out a small moan to show her desire. Shannon took a breath and opened her throat. Inch by inch, James’ cock disappeared. Shannon could feel her throat surrounding the massive member, and when she had exhausted her air she let the cock slide from her mouth. She licked down the side and back to James’ balls. The musky smell drove Shannon wild. Here she was in a hotel bed with a younger man, the thoughts running through her head fueled a growing sexual fire. Feeling more naughty than usual, Shannon lightly licked James’ asshole. She had never even thought about doing that with John, but there was something about James that brought out these forbidden desires. The taste was not at all what she expected and she decided that she liked it. James liked it too and let out a little gasp. “Do you like it when I lick you ass,” Shannon asked. She couldn’t believe what she was doing or saying. “Yeah, I think I do,” James said smiling. Taking the cue, Shannon licked his hole again. Her tongue probed as deep as it could. Shannon took her little finger and licked it then slowly pressed it into James ass. James was a little surprised by the sensation, but it wasn’t a bad surprise. Not hearing any objections, Shannon put her middle finger inside James ass and began fingering his asshole. She took his cock back into her mouth and began sucking fast and hard. The combined sensations sent chills through James’ body. Shannon could feel his cock beginning to swell. “Come on give it to me……yeah give it to me….” Shannon said with her mouth wide open and her finger furiously moving in and out of James’ ass. James sat up quickly and laid Shannon onto her back. He straddled her chest and aimed his cock at her mouth. “Oh fuck…..here it comes………..I’m cummmmiiinnnnnggggg,” he shouted. The first shot flew right into Shannon’s mouth and she swallowed every bit greedily. The second volley landed obscenely between her eyes and on her cheek. The third again found its way into her mouth and this time she savored it. The fourth hit her under the chin and the rest dripped onto her tits. James collapsed to the side as Shannon’s tongue swirled his cum in her mouth. Once she swallowed, she used her finger to guide the rest of the cum off her face into her mouth. She then sat up and took James’ softening cock into her mouth and sucked for all she was worth. The final remnants of cum disappeared down her throat. Shannon looked down at her body. Her tits were covered in cum, rising with each breath. She was made for fucking, and she liked it. “Mmmmmmmm…. every part of you tastes good,” Shannon said, kissing James’ neck. James was still out of breath. The woman lying next to him had drained him expertly. For a split second, Shannon thought about what John was doing right now, because his wife was in a hotel bed with another man’s cum all over her face. The pure sinfulness of the thought made Shannon’s pussy become even wetter. “That’s my boy,” Shannon said, noticing James’ cock becoming fat again. “Are you going to fuck me with that thing?” Shannon said, kissing James. “I plan to.” James rolled his youthful body on top of Shannon. James looked down at Shannon. Her eyes were filled with desire. Her chest rose with deep fast breathes. The moonlight made every curve of Shannon’s body glow. He couldn’t believe that this woman, his teacher with the body of a model, was laying next t to him with his own cum covering her tits. He took one nipple in his mouth and sucked as hard as he could. Shannon’s cunt was on fire. “God, I want you so badly,” Shannon said. James spread her legs with one hand as his tongue licked down her flat stomach, briefly into her sexy navel, then down to the sweet junction between her legs. He had enjoyed eating this older woman when she had only trimmed her pubic hair, but now that she was nearly clean-shaven, he went to town. She was so smooth, he thought as he ran his tongue across the fat lips of her bald labia. “God, she’s so fucking incredible!” James thought to himself. Shannon could feel the stubble on James’ young face between her thighs; it tickled a bit but only added to the moment. When his tongue made contact with her pussy, it was like all the sensations that she’d felt before from this young man’s tongue were magnified ten fold. One hundred fold! His tongue darted across her slit, back and forth, teasing her clit, holding it in her mouth as he made circles with his tongue. He sucked the engorged flesh of her pussy lips into his mouth and she moaned out, “Goddamn…………ohhhhh fuck that feels good.” “You taste like honey, and you are so fucking soft,” James said, releasing her slick pussy. Shannon could feel the fire build and build and knew that it wouldn’t be too much longer. James wanted to taste Shannon’s cum as she had tasted his just moments ago, and Shannon was fine with that. She clutched his head between her taut thighs like a nutcracker, grinding her pussy into his face. Shannon could feel herself about to explode. “Fuck…….don’t stop……ohhhhhhhh…. sssshit…I’MMMMMCUMING!!!!!” Shannon screamed as she arched her back. Her orgasm started deep in her sex and took over her whole body. She couldn’t breathe or move a muscle. Her cunt flooded James’ mouth. He opened his mouth wide while still sucking to taste Shannon’s hot juice. Her fingers curled painfully into his hair, holding him there as her whole body locked up and burned with her fiery climax. After about two minutes, James felt Shannon’s hand loosen its grip. James continued sucking Shannon’s pussy. He wasn’t finished tasting her sweetness. “Ohhhh……my god……..stop it…..James……I can’t take it…..” Shannon whimpered, her vagina hypersensitive after her orgasm. The sheer force of her first orgasm had left her exhausted and unable to move, but her cries went unanswered as James continued his assault on her cunt. Shannon felt another orgasm building. “Please…..oh god…..fuck James I can’t………please…..” Shannon said, barely able to catch her breath. James loved the taste of Shannon’s pussy. It was musky but sweet. Probably the best thing he’s ever tasted, he thought to himself. As her continued to lick even faster, he began to lick Shannon’s ass in between assaults on her swollen sex lips. Shannon was beyond the point of no return. She couldn’t speak a word as her body began to shake uncontrollably. She took quick breaths, nearly hyperventilating. Never in her life had she experienced anything like the feeling she was having now. Her whole body was awash in a warm tingle. James felt Shannon’s legs tighten around his head once again as she sat up right in bed, her head thrown back, her long dark hair cascading backwards. Her mouth was open but no noise escaped. At last, her body peaked and the burning sensation seized her again, harder and stronger than the last. A low, almost inhuman moan escaped her full lips. She felt on fire. She felt burned up. Centuries seemed to pass before she was released from the intense feeling, collapsing backward on the bed. James finally stopped licking and gently kissed up Shannon’s sweat-slickened body. When he looked into her eyes, he was surprised. He expected a look of satisfaction, but her face was one he hadn’t seen before. Shannon’s eyes looked as if they were a million miles away. James leaned in and kissed Shannon. With the strange taste of her pussy fresh on his lips, Shannon’s tongue coiled around his, simultaneously thrilled and disgusted at the new experience. “Your pussy tastes better than anything I’ve ever tasted before,” James said. “I came so hard, I still can’t feel my legs,” Shannon said between short gasps. Shannon kissed James passionately and lifted her left leg onto his stomach. James turned to his side and placed his hand on Shannon’s ass. As they kissed, James rubbed Shannon’s ass and thigh. They kissed for what seemed like hours, rolling around the bed. James placed his hand in the arch of Shannon’s back and his middle finger in between her cheeks. Shannon felt a shiver run through her as James touched her asshole. She knew after what she had done earlier that this might be coming but still she wasn’t prepared for the actual act. “Shannon, I want to fuck you but…” “But what?” Shannon asked. She looked into his eyes, knowing what he was going to say. “I want to fuck you in your ass,” James said. The words hadn’t left James’ lips for long when Shannon kissed him again. Since the beginning of their affair Shannon made a decision to give herself to James completely. “Take me any way you want, just be gentle. I’m still a virgin back there,” Shannon whispered in James’ ear. James had hit the jackpot. He had always wanted to fuck a woman in the ass but all the girls he had ever asked had refused him flatly. Shannon rolled over and got up onto her knees. The sight of Shannon’s body from behind, ready to be fucked, was something to behold. James stuck a finger inside Shannon’s cunt, rubbing her juices all over her asshole. He then gently pushed the first part of his pinky finger inside her. Hearing nothing, he pushed further until his entire pinky finger was inside. “Ummmmmm………that feels good,” Shannon said. James took his pinky out and put the first part of his middle finger inside Shannon’s ass slowly. Extra Credit Ch. 02, Pt. 2 “Ohhhh!!!” Shannon moaned. Slowly James continued. Shannon’s ass slowly relaxed enough to accept James’ whole middle finger. With one finger inside her, James rubbed Shannon’s silken back. James then slowly put both his index and middle finger inside Shannon and began fingering her ass. “Oh shit……mmmmmmm…fuck….” Shannon hissed. The sensation was so different from having her pussy fingered; it took Shannon a while to adjust to the different sensations. After a few minutes, her ass had relaxed and she was definitely enjoying herself. “Mmmmmmmm………….” Shannon moaned as her tongue traced her upper lip. Finally satisfied Shannon’s ass was broke in enough, James positioned himself at the entrance to her nether hole. He gently applied enough force to break the barrier of her ass with the head of his dick. “Shitttttttttttttttt……” Shannon cried, pain mixing with her pleasure. “Easy baby….please…….” James pushed more of his cock into her. Slowly but surely, his cock was disappearing into Shannon’s tight hole. Finally, the older brunette felt James’ balls slap into her cunt and she knew he was all the way in. James sat motionless for a minute or two to let Shannon’s ass fully adjust. “Are you alright, am I going to fast?” he asked. “Mmmmmm……uuhhhhh…no baby….your just….sooooo big,” Shannon moaned. James slowly started pulling back and then pushing forward. Each time he would pull out further until he was fucking Shannon’s ass good. Her ass gripped his cock even tighter than her cunt did as James hammered her rear. “Yeah…. fuck me…. harder…..fuck my ass,” Shannon screamed. Shannon had never felt so “full” in all her life. She could feel James’ cock inside her stomach, or at least close to it, she thought. The pain had left and in its place was pleasure. James’ cock stretched Shannon’s back door to the limit, the sight of his big erection fucking her ass sent chills down to his balls. “I’m fucking your ass raw…..shit your ass is tight” James said. James used his hand to rub Shannon’s clit as he pounded her ass faster and faster. He could feel his balls beginning to surge. “I’m gonna cum in your ass,” he shouted. “Yeah…cum in my ass….fuck it feels good,” Shannon moaned. The vulgarity of the words and the act were something Shannon would have never believed two weeks ago. “Oh fuck… fuck, fuck, FUCK!” She shivered with each exclamation. So bad. So bad, yet so fucking good, she thought. Finally James’ cock exploded in Shannon’s ass. Her virgin asshole was being flooded with hot cum. Shannon came again as she felt load after load of cum hitting the walls of her ass. “Motherfucker…..” James screamed as the last of his cum emptied into Shannon’s ass. James’ cock plopped out of Shannon’s anus and, exhausted, he fell to the side of the bed. Shannon lay beside him. She had never felt so sexually drained. She looked over to James and starred at the outline of his body in the moonlight. His chest was rising and falling. The muscles of his abdomen were rippling. Shannon felt a bit of satisfaction that she had exhausted her young escort. She could feel cum slowly dripping from both her pussy and ass. Shannon spooned up behind her young lover, her mind still thrilled at what she was doing, even though her body screamed for sleep. She felt so alive, sexually, and it was all thanks to this beautiful boy. If she had the strength, she would have rolled him onto his back and fucked him again, but she didn’t. A smile parted her lips as she drifted off to sleep. Extra Credit Ch. 02, Pt. 3 Here’s the last part, hope everyone enjoys! Shannon’s eyes popped open the next morning bright and early. Turning to see if James was awake, she discovered him out cold. Shannon didn’t want to wake him, so she got up quietly and took a quick shower to wash off the remains of last night. Her anus was still sore from the reaming James had given her, but the pain brought with it pleasant memories and she found herself growing aroused. After her shower she put on a white sundress with matching heels. A strapless bra and a brand new white thong completed her outfit. She was going to go exploring while James caught up on some sleep. As she made her way down the sidewalk she would hear the occasional whistle or wolf howl and all she would do is smile. The sun felt wonderful. Shannon passed a little sidewalk café and decided to get a cup of coffee. She seated herself at a table and crossed her long legs. A man across the next table took the liberty of starring a hole in Shannon’s tanned legs. Shannon gave the man what he wanted. She uncrossed and re-crossed them again, very slowly. The man’s jaw was literally wide open. “There’s my good deed for today,” Shannon thought to herself. Finally, a waitress walked up to Shannon’s table. The young blonde – mid-20s, Shannon guessed – was dressed in a stylish pair of low slung jeans, long sleeve t-shirt that was maybe a size too small, and a small black apron around her slender waist. She tucked her shoulder length blonde hair behind one ear and said, “Hi, my names Kelly, what can I get you?” “Coffee please, with cream and sugar,” Shannon replied. “Coming right up.” Kelly said. After a few moments, Kelly waitress returned with Shannon’s coffee. “Is that guy bothering you?” Kelly asked. “You mean the guy starring me down? Nah, it’s kinda flattering,” Shannon said. “Ok, I just wanted to know because he comes here everyday and stares at me until I tell him to leave.” “Say do you know what the nightlife around her is like?” Shannon said, pulling out a chair for Kelly to sit down. She struck Shannon as a young and attractive woman who might know where to go for some fun. “Well there are a few clubs that are alright, but if you want a real fun time, I’d go to club Oasis.” Kelly said, sitting herself down. “Are you looking for some company because at club Oasis you’ll see all kinds of hot guys,” Kelly said grinning. “Oh no, I don’t need company, I brought my uh…. boyfriend with me.” Shannon blushed at the term. “That’s good too, you and he will have a great time there, well I better get back to work, nice to meet you.” Kelly said, getting up. When Kelly got back around, the corner she saw a young man sitting at a table. As she got closer, she noticed how good looking the guy was: tall, dark hair, good skin, and by the looks of him under that tight t-shirt, a great body. “Calm down, Kelly, he’s just an extremely good-looking guy,” she thought to herself. The guy at the table was a very tired James who went out looking for Shannon. When he saw the waitress coming toward him James looked her up and down. His eyes were immediately drawn to the exposed skin above her hip-hugger jeans and short, tight t-shirt. He was pleased to see the glimmer of a navel piercing on her skinny, washboard abdomen. While she didn’t quite have the curves of Shannon, she was by no means anorexic. “Not bad,” James thought to himself. Her short blonde hair made her look cute, matched with her large, blue eyes and lovely face. “Hello, my names Kelly, what can I do for you?” Kelly kind of starred at James for a moment, trying to soak up every detail. It had been awhile since Kelly broke up with her boyfriend and any cute guy in sight was fair game. “Just some coffee, I guess. Black” James said. “Be right back,” Kelly said. While walking away, Kelly did her best to sashay her ass. James took notice like any red-blooded guy would, eating up the dimples just above the low waistline of her jeans. And was that a high, thong tan line he detected at her hips? When Kelly got back with his coffee, James invited her to sit with him. After the two chatted awhile, James said that he was about to leave but Kelly wasn’t going to let him just walk away. “Ummmm……..if you don’t mind me asking….what are doing later tonight?” Kelly was shocked at the directness of her words but didn’t care because James was the best thing she’d seen in a long while. “I’m not real sure right at the moment. You see……my girlfriend” Kelly interrupted him as soon as she heard the word girlfriend. “Oh…uh…never mind…I….didn’t know…” Kelly said, her beautiful face flushing red. “Hey don’t mention it. Hey there’s my girlfriend coming now,” James said. Kelly turned and saw the woman she was just talking to rounding the corner. When Shannon saw James, she smiled and walked up to him. Kelly sat frozen for a moment. She had just tried to pick up the boyfriend of the woman she had just told about club Oasis. “Hey baby,” Shannon said, giving James a quick kiss on the lips. Kelly tried not to but she starred at James and Shannon as they kissed. It had been too long since she had some physical contact. “Shannon, this is Kelly,” James said. “Yes I know, we’ve already met,” Shannon said giving Kelly a weird little stare. “I’ve got to be going, nice to meet the both of you,” Kelly said, exiting as quickly as possible. She knew the look Shannon gave her. All women know that look: the get the hell away from my man look. “She seems like a nice girl,” James said. “Oh really?” Shannon said, arching her eyebrows. “What? She seemed like she was a really nice person, besides she doesn’t hold a candle to you,” James said, giving Shannon a quick kiss on her cheek. “That’s exactly what you should say,” Shannon said smiling. “I know a great club we can go to tonight, what do you say? “Sounds fun,” James said as they walked back to the hotel room. Back at the café, Kelly was thinking about James. She couldn’t get him off her mind. He was type of guy that drove her nuts. He was in good shape, tall, dark and sexy. “I wish that was me he was kissing today, I could show him a real good time,” she thought to herself. “And I bet he could show me a good time as well,” she blushed, that warm and pleasant sensation beginning to stir between her legs. She didn’t think of herself as a slut by any means, but she had shared a few one-nighters in her time – only when times were desperate – and found herself thinking that tonight was going to be one of those nights. After a few hours, the sun finally gave in to the night and Shannon and James started to get ready for their first official night on the town. “Does this look alright?’ James said, coming out of the bathroom in shiny black pants and a tight white long-sleeved shirt. He did a spin for Shannon. “Oh yeah, that’ll work just fine,” Shannon said, loving the way the shirt clung to his skinny yet toned frame. She walked over to James and wrapped her arms around him, squeezing his ass. “Ummmm….you smell good,” Shannon said, tracing her index finger along James’ chest. Shannon’s proximity and the smooth material of his pants had James’ cock pitching a tent in no time. Shannon grabbed his cock and rubbed it up and down through his pants. “Sorry, that’s just the typical male response,” James said grinning. “No problem as long as you’re ready for the typical female response a little later,” Shannon said, finally relinquishing her grip. She disappeared into the bathroom only to emerge about an hour later looking absolutely stunning. Shannon wasn’t about to waste her first opportunity to do a little showing off. James gawked at the gorgeous woman standing in front of him. Shannon’s outfit for the evening was sure to have an impact at the club: tight, red, and slinky. The thin material clung to her body as though it were vacuum-sealed, spaghetti straps twined up behind her neck, halter-style, before sweeping down over her chest, leaving her back bare nearly down to her full buttocks. The dress was so short and tight that she felt virtually nude to the world, and the thought of going into public dressed like this got her wet between her thighs. Not only did it offer plenty of deep cleavage, it offered onlookers glimpses of the sides of her soft breasts, as well as most of her legs. “Jesus Christ!!!! You look great,” James exclaimed, eying the shortest dress he’d ever seen outside of porn magazines. She wore more make up than usual, enough to set off her high cheekbones and beautiful, dark eyes. A bit of glitter, a bit of lip gloss, and she looked like the cover girl to a fashion magazine. Shannon blushed and gave James a kiss on the cheek. As they walked out the door, James rubbed Shannon’s ass through the thin material of her dress, feeling the tiny g-string she had on. “If I could purr, I would,” Shannon thought to herself. About the same time, Kelly was getting home from the diner and preparing herself for her night out. She stripped off her work outfit and stepped under the hot water of her shower, letting the warm water wash away the day’s kinks. Kelly rubbed her new strawberry body wash all over her tight body and thought about her day. Inevitably, her thoughts went back to James and Shannon: James with thoughts of lust, Shannon with thoughts of jealousy. As she soaped her womanly curves, she found herself comparing her body to Shannon’s. Sure, her tits weren’t as large as the brunette’s, but Kelly was also more slender, more athletic, and her firm B-cups were perfectly proportional to her form. As she carefully shaved her legs, Kelly smiled devilishly as a wicked thought crossed her mind. Rinsing off her legs, she reached for the shaving cream again and applied the white foam to the trimmed area around her pussy. She’d always kept her bikini trimmed close, maintaining a little, triangular patch of the light blonde fuzz. But tonight, she was feeling naughty. Carefully, she shaved all the hair from her mound, first stroking with the grain, then against to assure silky smooth results. Looking down at herself when she was finished, a thrill ran up her spine at the sight. She let her fingers slide from her washboard stomach, down her tummy, up and over the slight curve of her bare mons and down between the silky smooth petals of her labia. She groaned as her fingers slipped over her clit, her wetness mixing with that over the hot water of the shower. Her pussy lips were small and tight lipped, now plump with arousal, fat and swollen. She coaxed her lips open, slipping a finger between them, and she let out a little gasp. “Mmmmmmmm……….yeah,” Kelly moaned as she dipped her finger inside her pussy once again. Before she knew it, the blonde was all out fingering herself, her left hand spreading herself while her right went at it, fingers racing up and down her clit. “Ahhhhh…… ohhhhhhh…….” she moaned. She leaned up against the wall of her shower, groaning as her shapely back touched the cold tiles. Kelly was in a trance, lifting her left hand to her breasts, pulling and tweaking her small brown nipple. “Yea, yea! Oh, yea!” she cried, biting her lower lip. Kelly felt the little convulsions that signaled her impending orgasm. She felt the waves build, racing higher and higher. “Ohhhhhhh…………ohmygod……… yeah….fuck..that’s it………. OHHHHHHHHHHHH SHIIIIIITTTTTT!!!!!!” Kelly screamed, forcing two fingers deep into the velvet glove of her cunt. The walls of her pussy tightened like a vice around her slender fingers. Breathing heavily, regaining her composure, she removed her fingers and turned off the shower. As she was getting out Kelly looked at herself through the fog-covered mirror, her eyes immediately drawn to her shaved pussy. The hairless lips had closed back up, her pussy no more than a tight slit between her legs, no downy triangle to point the way. She shivered to herself, the urge to touch it again almost overwhelming. She felt so bad. “Perfect, since tonight, I’m going to be bad,” she thought to herself, smiling wickedly. Kelly took her time picking out the perfect outfit. “No panties tonight,” Kelly thought with that same hint of wickedness, slipping a tight, white mini-skirt over her legs and ass. Her halter top was black, tying around her neck and in the back. The front draped to just above her belly button, which she’d decided to decorate with her Playboy bunny navel piercing. Kelly put her blonde hair up, leaving two strands to frame her strikingly beautiful face. Silver hoop earrings, makeup, the perfect amount of eye liner and mascara. “After all this trouble, if I don’t get some dick tonight I’m going to scream,” she said, grinning to herself. She finalized her makeup, applying some glittering red lipstick, slipping on tall black heels, and off she went. As James and Shannon arrived at the club, Shannon started to get a little nervous. “What’s wrong,” James asked, sensing the brunette’s anxiety. “Oh nothing, it’s just that…….well here I am, all dressed up, having the time of my life with you, and……” “And what,” James asked as they stopped. “Do you think I’m a bad person for…….you know………..coming here with you…having sex with you……..cheating on my husband?” Shannon asked with her head down. James lifted Shannon’s head with his finger and starred into her eyes. “Shannon, this is the best thing that’s ever happened to me…..you’re the best thing that’s ever happened to me. As far as you cheating on your husband, that’s something I think you have to come to terms with, but do I think you’re a bad person? No. Honestly, I don’t.” Shannon starred deep into James’ dark eyes for a moment, and then took his hand and they walked into the club. Still uncertain, she decided that she wasn’t going to let it ruin tonight’s fun. The club was very crowded, filled with beautiful young men and women writhing to the rhythm played over the large speakers. You had to shout in order to be heard. “Let’s dance,” Shannon yelled, grabbing James’ hand. “Ok, I guess, but I’m not that great of a dancer,” James said smiling. “Be inventive, like last night,” Shannon grinned. When the couple got onto the dance floor, it was like they had an invisible spotlight on them. They ignored the attention and danced for about twenty minutes before taking a break. “I need a drink,’ Shannon said, out of breath. “I know it’s customary for the guy to get the drinks, but remember I’m legally a minor,” James said smiling. “Oh yeah, that’s right, I forgot. I’ll be right back.” Shannon said. Shannon made her way to the bar but had to stop halfway there to stand in line. “This sucks,” she thought to herself. While in line, every guy that walked by had to stare, even the guys with their girlfriends with them. Shannon would just smile, getting turned on by all the attention directed her way. After about five minutes, Shannon felt hot breath on the back of her neck. When she turned to see who it was, she was shocked. A gigantic black man was starring her down. “He must be seven feet tall,” Shannon thought to herself. “Can I help you,’ Shannon asked coyly. “I can think of a few ways you could help me,” the man said in a deep, rumbling voice. Shannon blushed, “I’m sorry, but I’m here with someone. Maybe next time,” Shannon added before she could help herself. Why did she say that? She felt her heart flutter. “It’s your loss, baby, you could have had the night of your life.” Shannon was speechless; she hadn’t ever been hit on before. “I’m sure I would but I’m already taken,” Shannon said meekly. “Maybe a little preview would change your mind,” the black man said. Before Shannon could react, the man grabbed her hand and placed it on his crotch. “Oh my god!!!” she cried out. She could feel the black man’s dick through his pants and it was huge. It was like grabbing a baseball bat. Shannon’s hand stayed there for a minute as her brain tried to process the size her hand was telling her she was feeling. “I’mm…..uh….sorry…..but……I’m here with my boyfriend,” Shannon finally said. “Like I said, your loss baby,” the black man said as he walked away. “You won’t have any problems finding a date with a cock that big,’ Shannon thought to herself. Shannon could feel the heat from her pussy, she was kind of in a daze. “Goddamn, and the night is just starting,” Shannon thought to herself. “Man, this is a kick ass club,” James thought to himself as he waited at a table, looking around at all the beautiful dancers. No one really held a candle to his escort for the night, but that wasn’t really a fair comparison. About this time Kelly arrived at the club and made her way inside. She had been to the club many times and knew her way around. In no time she had found James. “I’ll be damned,” James thought as he saw Kelly coming toward him, appreciating the way her short white skirt and small, black halter clung tightly to her willowy body. He loved the way her skirt sat low on her slender hips. “Damn that girl is fine,” James said under his breath. “Hi there,” Kelly said as she approached. Her mission was underway. “Hey, what going on, I didn’t expect to see you here tonight,” James said, starring a little too obviously as Kelly’s long legs. “I was bored, so I decided to go out tonight. Mind if I have a seat,” Kelly said, all too aware of James growing excitement. “Help yourself, Shannon’s coming back with drinks,” James said. “That’s good, I could use a drink. It’s kinda hot in here,” Kelly said. When Kelly sat down, she didn’t pull her skirt down at all, letting the stretchy material ride up her thigh. “Goddamn, she’s trying to seduce me,” James thought to himself. Kelly uncrossed her legs and crossed them again slowly with her head turned toward the dance floor, as though she were thinking about something else. James looked down and was shocked to catch a flash of Kelly’s bald pussy, the image burning itself into his mind forever. “Have you danced any tonight?” Kelly asked. “Um……..oh….dancing….yeah…a little earlier,” James stammered. Kelly smiled and grabbed his hand and pulled him up. “Maybe we should wait for Shannon,” James said. “We’ll be right over there. Come on, don’t be a party pooper,” Kelly said laughed. When they got onto the dance floor, Kelly pushed herself up right next to James’ body. She could feel how well James was built as she put her arms around his neck, and she could feel her pussy getting wet. “That’s better, isn’t it,” Kelly said, rubbing her stomach against James’ cock. She wasn’t trying to hide her seductive attempt, that was for sure. James could barely speak. Kelly smelled wonderful, almost intoxicating. “Uh…..yeah…that’s better,” James said, trying to keep his cock from becoming hard. Kelly kept up her grinding through three songs; finally she got what she wanted. She could feel James’ cock becoming hard. “Damn, that thing is huge,” she thought to herself. “Shit, this is just what I need,” James thought. “I’m here with a gorgeous woman, and another gorgeous woman is trying to dry hump me on the dance floor.” Kelly broke the silence finally. “How serious are you and Shannon,” she asked. “Uh…..I’m not sure…..kinda serious I guess,” James said, knowing what Kelly was doing. “Then this shouldn’t matter.” She leaned in and kissed James. As his lips touched hers, Kelly felt light headed. She stepped back and looked at James to see what he would do. James looked dazed and Kelly was just getting started. “I…..don’t know…if…..” James said but was interrupted as Kelly again pressed her lips to his. This time, Kelly parted James’ lips with her tongue and tasted the young man. “Ummmmm…….you taste good,” Kelly moaned as she continued. Little by little, James started to reciprocate. Almost by instinct his hands lowered to Kelly’s firm ass. It was so perfect, round and tight, not flat like the ones so many other skinny girls were plagued with. Kelly moaned as her tongue wrestled with James’. When he squeezed her ass, she knew she had him. Extra Credit Ch. 02, Pt. 3 Finally James broke their kiss. “We better get back to the table before Shannon comes back,” he said. “Do we have to?” the blonde groaned. Shannon finally made it to the bar and got some drinks. As she got closer to the table where James was sitting, she noticed someone was sitting with him. Finally able to make out the stranger, Shannon’s eyebrows furrowed. “That little bitch,” Shannon said under her breath. “Shannon, there you are, look who I bumped into,” James said, trying to get the first word in. Shannon put on a fake smile. “Well, well, well, fancy meeting you here,” Shannon said, starring directly at the slender blonde. “I was bored,” she shrugged. “You look great!” “Thanks, you look great, too,” Shannon said through her nearly clenched teeth. Both women read the signals between them very well. James on the other hand was having a blast being the prize between the two women. He gave Kelly his drink and told them to drink up. There was an awkward silence for a while as the two women drank their drinks and tried not to make their feelings known. As the night went on, and more drinks went down, the mood lightened and the three began to enjoy themselves. Kelly broke the stalemate, blurting, “I wish I had a chest like yours.” Kelly wasn’t a lesbian, had never had any bisexual curiosities, but knew a beautiful woman when she saw one. Shannon took the compliment and quickly, for the first time, looked Kelly over for something to compliment her on. The brunette looked her over from head to toe, admiring Kelly’s curves, especially her ass. “Thanks…” she stammered, unable to get the compliment out, despite the alcoholic buzz. The drinks had definitely taken the edge off the evening though and James began to think about later that night. To an eighteen year old, two women complimenting each others’ bodies smelled of a threesome. His thoughts were interrupted when he felt a hand on his thigh. He couldn’t tell which one was doing it but it sure felt good. He looked at each woman, but their faces gave away nothing. Slowly the hand reached his crotch and rubbed his cock through his pants. “I’ll be right back, I need to use the ladies room,” Shannon said. “Don’t you two get into any trouble,” Shannon said looking at James. When Shannon left, James found out whose hand it was. Kelly continued rubbing James cock. “I guess someone’s happy to see me tonight,” Kelly said. James shivered with nervous anticipation. He knew he shouldn’t be fooling around with this blonde bombshell, but he couldn’t help himself. He took her hand and put it inside the waistband of his pants. As Kelly’s fingers found his cock, he shivered. Kelly smiled and began to move her hand along his shaft, saying nothing, just staring deeply into his eyes as she worked him. “His cock is huge,” Kelly thought to herself. She’d never felt anything so big. She could feel precum lubricating her actions. James loved every minute of it. “What Shannon doesn’t know can’t hurt her,” he justified. He could feel his balls tightening and knew it wouldn’t be long. Kelly knew he was close when she saw his head tilt back. Their table was separated from the others by a little partition. “It’s been too long,” Kelly said to herself, her heart picking up a notch at what she was about to do. James watched in awe as Kelly lowered her head into his lap. In one fluid motion, she had his pants open and his cock out. Her red lips parted and her tongue greeted the head of his cock. The moment James’ cock touched her tongue Kelly moaned. The taste of a man was something she had missed desperately. Her warm mouth enveloped James’ cock as she sucked deeper. The sight of Kelly’s head bobbing up and down on his dick pushed James to the edge. He didn’t bother to warn her because she definitely knew what she was doing. Kelly knew very well what was coming; she could feel his already hard cock becoming even harder. “Oh………shit,” James said through clenched teeth, his eyes rolling, lost in the euphoria of the moment, drowned out by the thump of the music around him. Kelly was sucking feverishly when she felt the first jet of cum hit the back of her throat. She took her hand away from James cock and cupped his balls. The second eruption was bigger than the first and Kelly held a tight seal around James’ cock with her lips. Shot after shot, her mouth filled with what she thought was quarts of cum. When at last he stopped cumming, Kelly carefully pulled her mouth off him with a slurp, making sure not to let any of the warm semen escape her mouth. She didn’t lift her head immediately, holding the cum in her mouth, savoring the slightly salty, slightly sweet taste on her tongue. Finally satisfied, she swallowed, groaning as the hot liquid slid satisfyingly down her throat. She lifted her head and seductively licked her top lip. She was just getting started. No sooner had James gotten his cock back into his pants, Shannon rounded the corner. “Boy, I sure feel better,” Shannon said. “Yeah, I think I could use the ladies room myself,” Kelly said Kelly got up and without pulling her skirt back down, she strutted away. James’ head was still reeling from the intense blowjob she had just given him. He knew he wanted to fuck Kelly but getting Shannon to go along with a threesome would be tricky. Maybe a few more drinks would light the way. “I’m gonna order another round,” James said, putting his arm around Shannon. Shannon was already pretty drunk because she wasn’t used to drinking. Everything in the club had a weird haze around it. “Yeah, sounds good to me,” Shannon said. In the ladies room, Kelly was starring into the mirror at herself. She touched up her make up, fixed her blonde hair, and adjusted her tight halter on her body. She too was a little buzzed, but not as much as Shannon. She savored the salty taste of cum still fresh in her mouth. She could feel a growing heat between her legs. Back at the table the drinks had arrived and James wasted no time feeding Shannon a few more shots. Feeling the boldness that accompanies alcohol, James put a shot of tequila in his mouth and kissed Shannon’s full lips, letting it pour into her mouth. Shannon swallowed hard and crinkled her nose; the taste wasn’t something she liked. “Hey, save some for me,” Kelly said, returning. “Plenty to go around,” James said with a grin. “Having fun yet Shannon?” Kelly asked. By this time Shannon was beyond a little drunk. “You bet I am! I can’t wait until later, baby” Shannon said, kissing James’ neck. “Hey, lets dance,” James said. “Sure, but what about Kelly?” Shannon said. “All three of us, there’s enough of me to go around,” James said, grinning. On the way to the dance floor, Shannon was staggering and James had to help her along. “She’s really shit-faced,” he thought to himself, suddenly worried that she might pass out. Once the trio started to dance, the regular club goers couldn’t help but stare: a young hunk and two beauties bumping and grinding had that affect on people. Shannon slowly regained her balance enough to hold herself up, her mind still spinning with drunkenness. James stood between the two women and did his best to divide his attention between them. He wrapped his hands around Shannon, squeezing her round ass. She giggled at him playfully but did nothing to stop his advances. Then he turned and grabbed Kelly in a tight embrace. Shannon wasn’t too thrilled but the alcohol had taken the edge off her jealously and, in a strange way, she wanted Kelly to have a good time. When James turned back to Shannon, she grabbed him and pulled him close, kissing him passionately, making a show out of it for Kelly. As their tongues wrestled with each other, Kelly watched, her pussy growing damp at the erotic show. “Mmmmmmm, baby, I want to fuck you soooooo bad,” Shannon whispered to James, her head resting against his own, her fingers laced through his hair. James kissed her once again on the lips, and then turned back to Kelly. The blonde wrapped her arms around him and squeezed his ass. She looked at Shannon, winked, and pressed her lips to his. Shannon was shocked, her heart rattling with jealousy and… something else. She opened her mouth to object, and then stopped, bit her lip, and watched. The sight of another woman kissing her lover was turning her on. Kelly kissed differently than Shannon did, James noted. Shannon would swirl her tongue around in James’ mouth, fighting his tongue for supremacy. Kelly was much more coy, keeping her tongue in her mouth almost trying to dodge James’. This game of cat and mouse made James have to work for it, something he found very arousing. Finally breaking the embrace, James turned back to Shannon, out of breath, not knowing what she would do. To his surprise Shannon, he found her eyes smoldering with lust and she kissed him hard. She could taste Kelly on his lips and smell her on his clothes. Whether she wanted to admit it or not, Shannon was turned on. James knew he had made it to first base with his threesome, so he kept on going. He grabbed Shannon in one arm and Kelly in the other and pulled the women close to him. One after the other his kissed them. Little by little, Shannon and Kelly loosened up and started working together instead of against each other. In a particularly bold move fueled most likely by the alcohol, Shannon grabbed Kelly’s hand and placed it on James’ cock. The blonde looked at the older woman as if to ask, what now? Shannon smiled and kissed James again. Kelly took the queue and squeezed James’ cock. “Mmmmmm…..it’s been a long time,” Kelly said heatedly into James’ ear. “You should feel it inside you,” Shannon giggled, winking. The brunette was aware that she was practically inviting Kelly to fuck James, but the constant stream of booze had tossed all her jealousy out the window. Kelly couldn’t believe her ears, but she didn’t need to be told twice. “Umm hmmm…I bet you’ve had your share of orgasms with this thing,” Kelly said, rubbing its length openly now. James was in heaven. He had just rounded second base and things were right on track. “I’ve had about all I can handle of this dance floor with you two. Let’s sit down for a while. “I’ve gotta use the little boys’ room.” You two grab a table and I’ll be right back.” Shannon and Kelly looked at each other and smiled. The two women had come to an understanding of sorts without saying a word. As long as Kelly knew who James was in love with, Shannon didn’t mind helping her fellow female get a little action tonight. Kelly knew where she stood and as long as James was in her immediate future, she was all for it. “Do you see all these people starring at us,” Kelly whispered, leaning close to the brunette, her tight body still rolling and dancing to the music. The prospects of getting fucked by that young stud and her own share of drinking had her in a near euphoric mood. She couldn’t stop smiling. “Yeah, I kinda like the attention,” Shannon smiled, noticing all the eyes on her and feeling her pussy tingle with excitement, just as it had in the diner. “Me and my girlfriends used to have all kinds of fun here,” Kelly said. Her heart was racing now. The blonde suddenly realized what she was going to say, but couldn’t stop herself. “Oooooo..do tell,” Shannon said. Kelly ran her fingers along the brunette’s shoulder and down her back, whispering in her ear, “After all the guys started starring at us, we’d start to put on a show. We’d start grinding on each other, brushing one another… You know, what guy doesn’t like to see two women?” Shannon grinned, feeling her pulse quicken, she whispered back, “Would you like to give these boys a show?” “Oh, honey, I’d love to…” The blonde smiled, pulled herself even closer to the other woman, and said, “Just follow my lead.” And with that, they pulled out all the stops: curvy bodies sliding along one another, undulating in the strobe lights to the throbbing beat like twin snakes, writhing, dancing, showing off. Shannon felt the blonde’s breasts brush across her own on more than one occasion and found herself inexplicably aroused. “Just the alcohol. Just the moment,” she reasoned, letting the erotic emotions wash through her, feeling the eyes of every single guy, and many of the girls, rest on the serpentine bodies of this blonde and this brunette. The female form was very beautiful, Shannon found herself thinking, so two at once had to be twice as pleasing, she reasoned. “You want to really put on a show?” Kelly asked, her back to the brunette, toned ass against the other woman’s hips, head thrown back and resting against Shannon’s shoulder. She hooked an arm up and around the other woman’s neck, pulling her even closer. Shannon found herself looking down at the pretty blonde, wondering what more they could do, when it suddenly hit her. They could… “Kiss me. Let’s make these guys’ night.” The thought of kissing another woman had never crossed Shannon’s mind before, but with the alcohol and the exhibition were pushing her libido to the edge. The thought of this woman’s lips on hers was a little appealing, she admitted. ‘Only for the show, of course.” Kelly twisted her body around to face the brunette, looping both arms around the taller woman’s neck, and waited for her answer. In her college days, Kelly was a bit of a wild one. She had experimented with girls a few times, but it had been a while since her last girl-girl experience. Truth be told, she found she’d much rather feel the hardness of a warm cock in her pussy than the smooth cheeks and lips of a woman, but feeling Shannon’s voluptuous body against her own, she could not deny her own lust. Shannon was a very beautiful woman and, at that moment, all she could think about was having the brunette’s long legs wrapped around her head. Shannon gave the briefest of nods, her eyes swimming with a mixture of curiosity and anxiety. “Don’t be nervous, this’ll be fun,” Kelly reassured, smiling. The blonde stepped even closer, their bodies pressing against one another, breasts crushing. Kelly’s breath caught once again as she felt how soft and warm Shannon’s tits were, the image of them naked and in her mouth flashing through her mind quickly. Legs intertwined, the smooth skin of their taut thighs rubbing against one another. Kelly drew Shannon’s head closer, their lips inches apart. Shannon was breathing very heavily and her heart was racing. Kelly was also breathing very fast and her legs felt weak. She pulled Shannon the final distance, but at the last second, let her lips slid away, kissing Shannon’s long neck, smelling her light perfume. “You smell wonderful,” Kelly whispered. The hot, sweet breath on her neck sent a chill down Shannon’s back. The soft smooth hand that rested against the nape of her neck was sweaty. The two women liked each other’s touch. Kelly lightly kissed Shannon’s neck and tasted Shannon’s smooth skin, covered in a film of salty perspiration. She let her tongue slide along Shannon’s skin, the wet touch something Shannon wasn’t prepared for. The brunette’s knees became weak and her pussy throbbed. Her mind was spinning: another woman had made her pussy flex with desire. She kept telling herself it was the alcohol. Or the crowd of onlookers. Or the night and its tangible passion. Shannon moaned lightly. Kelly’s pussy was just as hot. It had been a long time since her wilder days, but now she remembered why she loved them so much. Still grinding to the club’s dance music, Kelly slowly kissed higher on Shannon’s neck “Ohhhhh…..Kelly…….maybe we should……” Shannon moaned. “Shhhhhhh……the guys are watching,” Kelly whispered. The reminder nearly sent Shannon over the edge. She held her breath as Kelly started to kiss her cheek. As her lips got closer to Shannon’s, she felt a tingle spreading over her body. Shannon didn’t know what to do as Kelly’s lips moved closer to her own. She didn’t want to admit it to herself but she liked the feel of another woman. Finally, the two women made eye contact. Each searched the other’s eyes for any sign of dissatisfaction. Then Kelly leaned in and placed her lips onto Shannon’s. There was electricity in the room. Shannon’s legs wobbled as Kelly’s smooth lips pressed against her own. Their mouths fit together perfectly, each woman tasting sweet to the other. “Mmmmmmmmm…..” Shannon moaned into Kelly’s mouth. Slowly Shannon’s felt Kelly’s tongue searching for a way in. She had agreed to kissing, but hadn’t realized that Kelly had meant a full on kiss. A French kiss. She didn’t know what to do. Her mind panicked. Should she pull away? Should she protest? Before she could make up her mind, the blonde’s persistent tongue slid past her full lips and Shannon felt, for the first time, the delicateness of another woman’s tongue. Bodies moving in unison, now their tongues did the same, wrapping around each other, slippery and wet and so fucking hot. Their hearts beating in unison, breasts pushed together. To both Kelly and Shannon, they were one in the moment. Shannon’s hands fell to Kelly’s ass. Slowly they began to rub one another, to grope each other as their tongues and mouths made love. At last, their lips parted and the two women stared at each other, neither knowing what to do or say, both afraid to spoil the moment. “Kelly, that was……amazing,” Shannon said at last. “Yeah…..uh…………we really showed the guys…….” Kelly said, blushing furiously. “Yeah…..I bet they’ll never forget us…” Shannon was giggling now, and Kelly returned her laughter. Little did the two know but James had seen the kiss from around the corner. He knew that he was on his way to home plate. The sight of his girlfriend kissing another woman had James’ cock standing at attention. Kelly and Shannon finally made it back to their table, but the awkwardness of the moment was still evident. Luckily, James arrived and after a few more shots the awkwardness had left the building. “Man, I’m about ready to go, I’ve had enough of this place for one night,” James announced. Shannon looked at Kelly for a moment, not knowing is she should ask Kelly to come with them. Could she stomach watching another woman with her lover? For any other woman, she’d say no in a heartbeat. But with Kelly… “Yeah I’m ready to go, too. Kelly, are you coming with us?” Shannon grinned. “You bet. I wouldn’t miss this for the world” Kelly said. James had a beautiful woman in each arm as he walked from the club, earning many jealous stares. He looked at each and smiled. When they got into the car to go back to the hotel, James hopped in the driver seat. As they started to drive, he put his hand on Shannon’s thigh and squeezed. “I think somebody’s horny,” Shannon said. Slowly James’ hand inched its way up Shannon’s smooth leg. As he reached her silky panties, James smiled at Shannon. Shannon leaned her head back as James started to rub her pussy through the thin fabric of her thong. Kelly couldn’t see James’ hand from the back seat, but knew what was happening from the expressions on Shannon’s face. Kelly wasn’t about to be left out, so she reached around the seat and grabbed James’ cock. After a few minutes, they arrived at the hotel. James opened his door but before he could walk inside Kelly had him pinned against the side of the car. The blonde was like a woman possessed. She kissed James passionately as her hand found its way into his pants. “Ummmm……..I want you now!” Kelly demanded. Before James could say anything, Shannon joined Kelly and kissed him while Kelly unzipped his pants. James was experiencing sensory overload. “I want your big cock in my mouth,” Kelly said as James cock popped out of his pants. “Go ahead suck him off, suck his big cock,” Shannon whispered. She stared at James, seemingly getting pleasure from watching Kelly give him pleasure. Extra Credit Ch. 02, Pt. 3 Kelly’s lips parted and James cock was in her mouth for the second time in one night. This time, she wasn’t confined under a table and the full length of James cock was at her disposal. Her lips surrounded the head of James’ cock and her tongue teased the sensitive area just below the head. “Oh shit……suck my cock…….fuck.” James groaned. Shannon removed James’ shirt and sucked his nipples. Below her, Kelly continued her desperate blowjob. She could only take bout half of James’ length but she sucked harder than most. “God, you’re fucking huge…” Kelly said between breaths. Shannon got on her knees right beside Kelly. She looked at Kelly sucking her lover’s erection and started to rub her pussy. The way Kelly’s lips slid up and down on James’ cock, the glistening of saliva, turned her on more than she had thought something like that could. Shannon leaned in and took one of James’ balls in her mouth. She groaned loudly. “Oh my fucking………..shit…..I’m gonna cum” James moaned. The sight of two women on his dick and the feeling of two pairs of lips were about to send him over the edge. Kelly looked at Shannon as if to ask if she should take James’ cum in her mouth. Shannon looked at her and smiled. About that time Kelly’s tongue was greeted by a blast of hot cum. Then another, and another, and another. She moaned as her mouth filled. Shannon kept licking James balls and staring at this beautiful blonde as she swallowed her lover’s load. Finally, James stopped cumming, Kelly having swallowed every drop. “Ummmmm…….your cum tastes soooo good,” Kelly said, licking her lips. James looked down at the two kneeling women and wanted more than ever for them to kiss each other, but kept his mouth shut, afraid of spoiling the moment. Instead, Shannon looked at James’ softening cock and then took it in her mouth. She could still taste cum and the sweet taste of Kelly’s mouth. “It’s my turn next, I need it so bad,” Shannon said as James’ limp cock plopped from her mouth. James picked up his pants and followed the two women inside the hotel room. The two women lay down on the bed and James lay between them, breathing heavily. Shannon looked at James’ limp cock. “Well, I can’t do too much with a soft cock. Maybe this will help,” Shannon said, standing up. Slowly, she started to remove her slinky red dress. First, she bent forward and took off her shoes. Then, she rose back up and toyed with the ties of her halter, pulling them free and peeling the tight material away from her full bosom. Kelly was just as amazed as James at the site of Shannon’s chest, firm, large tits with high, hard nipples, the golden tan of the rest of her body unbroken as it covered her glorious mounds. She shimmied the dress over her hips, letting it puddle around her ankles, leaving her in nothing but a red g-string, damp with her arousal. She slipped her fingers underneath the thin satin, neither Kelly nor James having any doubt as to what they were doing. “Uhhhhh….” Shannon groaned, closing her eyes as she fingered her moistness. She opened her eyes, taking note of James’ hardening cock, and said, “That’s better.” Pulling her g-string down her long legs, she unveiled the blossoming lips of her shaven pussy lips and the neat little trim job she’d left above her clit. Kelly licked her lips. Shannon’s cunt was beautiful. Shannon climbed between her lover’s legs and took his cock into her mouth. Kelly watched as James’ entire cock disappeared down her throat with a loud slurp. Shannon kept looking at Kelly as if to say, “This is how you suck a cock.” The blonde leaned over and kissed James, while keeping an eye on Shannon. The brunette was pumping his shaft with her fingers as she bobbed up and down along the hard length and Kelly shook her head, impressed. “I need this thing in me,” Shannon groaned, pulling her mouth away from him. As she repositioned herself over James’ throbbing member, Kelly was amazed at how good Shannon looked. Her tanned skin, her wonderful breasts, the womanly curves of her body. Slowly Shannon lowered herself onto James. “Oh shit…….goddamnit you’re tight,’ James agonized. “God, no matter how many times we fuck, it takes me awhile to adjust to your big cock.” Shannon slowly picked up her pace and began riding James. She looked down at Kelly. Her mere presence was turning her on and she couldn’t keep her eyes from the blonde’s long, athletic legs extending out of her short skirt. “Don’t just sit there, do something,” Shannon said. Kelly snapped out of her dazed revelry. Shannon was in a world of bliss, bucking her hips up and down along James’ shaft as she watched the blonde strip out of her tight club clothes. Kelly’s body was a fucking sculpture, she thought, and a fitness model’s body. Tight abs, beautiful breasts, slender hips and a very sexy, very toned round ass. But most shocking of all was her bald pussy. Shannon’s eyes nearly popped from her head, as the clean-shaven sex was unveiled to her. It looked so clean, so smooth, and for a split second, she forgot herself and imagined what it would feel like to run her tongue along those hairless folds. She felt her face burn with her own thoughts, and channeled them into the pleasure she was feeling between her legs, splitting her, pushing deep into her womb. “Oh fuckkk…..” Carefully watching Shannon’s expression as well as the stripping blonde, James guided Kelly over his face, her bald cunt over his mouth. Her scent was near intoxicating and he began to flick her clit with his tongue. Kelly moaned, then lowered herself onto James face. His tongue parted her baby smooth lips and she tasted sweet. She tasted different than Shannon, but just as good. “Oh my god……..yeah…….lick my pussy,’ Kelly moaned. Shannon and Kelly looked at each other, Shannon rising and falling on James cock and Kelly loving the feeling of a man eating her pussy. They both admired each other’s bodies, smiling warmly at one another. “Shit, I’m gonna cum baby….” James groaned. “Oh…fuck…..me too…..” Shannon said. With one final upward thrust, James felt his cock emptying into Shannon’s tight pussy. Shannon could feel hot cum flooding her velvet channel; she arched her head back and grabbed her full breasts. Kelly watched as Shannon’s body shook with pleasure, licking her lips and nearly reaching out to cradle the other woman against her body. Finally, Shannon climbed off of James’ cock and lay beside him. Kelly took a position on the opposite side of James and rubbed his cock. She was amazed that it was still hard. “Ummmm…….my pussy’s filled with your cum baby,” Shannon said, kissing James neck. “You make me cum so much, you’re so fucking tight.” “Kelly, if you want, you can have some,” Shannon said, grinning. Kelly looked at James’ hard cock in her hand, wet and slick with their combined juices, and got up onto her knees. She didn’t say a word; she just mounted James and slowly slid his big cock into her hot pussy. She wasn’t prepared for the size but eventually got the hang of it. “Jesus……..your cock is so big,” Kelly moaned. Kelly began to ride him faster and faster and before long was riding James like a cowgirl. Shannon watched as her lover’s cock buried itself inside Kelly’s bare pussy. She looked at James and knew that he couldn’t take much more. There was only so much a man could handle in one night and Kelly’s tight cunt was milking his cock for all it was worth. “Oh…god……I’m…gonna.cum,” Kelly screamed. “Fuck her it comes……ohhhhhhhhh shiiitttttttttttt,” James grunted. Kelly slammed herself down on James’ cock one last time and then she felt it. His cock was twitching inside her as her pussy convulsed around it. Hot cum was bathing her insides. “Ummmm…………..give it all to me..” Kelly moaned. Finally drained, James’ cock slipped from her pussy. Kelly leaned forward and kissed James deeply. Kelly rolled off of James and the trio lay in silence until they drifted off to sleep. The next morning, as Shannon slowly awoke, she rolled over and placed her arms around a warm body. To her surprise, it wasn’t James. Opening her eyes, the brunette looked to be sure. James was nowhere to be found and she had her arms around Kelly’s soft, feminine body. Recollections of the night before came flooding back to her and her face flushed. “What have I done?” she thought, suddenly panicky. She looked down at the younger woman, who was still asleep, her blonde hair covering half of her face. Not wanting to wake her, not wanting to deal with this situation just yet, Shannon laid back down but kept her arms around Kelly, trying to ignore the softness and the heat from her. Still, she couldn’t help thinking of how beautiful the sleeping blonde was. She had that girl-next-door quality that would drive any guy nuts: large blue eyes, sculpted, cute nose, full lips… Suddenly, the passionate kiss they had shared on the dance floor came flooding back to her. She colored with embarrassment at the same time she felt a twinge deep in the core of her sex. “What is wrong with me?” she thought. Kelly slowly regained consciousness and found herself in Shannon’s warm embrace. She smiled; enjoying the feel of slender, feminine arms around her, and the smell of long, clean hair. She opened her eyes and looked at Shannon. Shannon’s hair framed her beautiful face and her lips were parted slightly. Kelly nestled her head underneath Shannon’s chin. “Thanks for last night, it was wonderful,” Kelly said, not sensing Shannon’s discomfort in her sleep-heavy state. Unsure of what to say, Shannon just said what seemed natural: “No, thank you, it was the best time I’ve ever had.” Kelly’s hot breath on Shannon’s neck sent a tingling sensation down her spine. The unbelievably soft feel of another woman beside her made Shannon’s heart beat faster. Kelly could feel Shannon’s breathing becoming heavier and quicker. She knew from her own experiences that Shannon was feeling what only two women could feel together. Kelly looked down and saw Shannon’s smooth breasts rising and falling, her small brown nipples hard in the morning sunlight. She slowly placed her hand on Shannon’s side, sighing at the soft skin of the older woman. Shannon felt the warm hand on her side but didn’t do anything, her body frozen in fear and excitement. She denied the growing heat between her legs. Kelly lifted her head slightly and gently kissed Shannon’s neck. “Uhh….Kelly….what are you doing?” Shannon whispered, her throat parched. “You’re so beautiful….I…thought I’d…………….I’ll stop if you want me to,” Kelly said, but continued to kiss Shannon’s neck. Then she put her hand between Shannon’s breasts. “Ohhhh….Kelly…….I’ve never………done….anything with…..” Shannon whispered, her eyes fluttering shut. “Shhhhhhh, do you want me to stop?” Kelly said. Shannon had become a new woman over the last couple weeks. She’d experienced things that she never thought she would. Being with another woman was one of those things she had never dreamed of. Without thinking any more about what she was about to do, she looked into Kelly’s eyes and said, “No.” Kelly rolled Shannon onto her side, the two women looking at each other as if to ask one another what to do next. Kelly loved Shannon’s lips. She always held them slightly apart, slightly pouting, and it drove Kelly wild. “Can I kiss you?” Kelly asked. “Like last night?” Shannon asked. “No, different than at the club. This time for no one else but us,” Kelly said. Shannon closed her eyes and nodded her head. A shiver ran down Kelly’s spine as she, too, closed her eyes and brought her head forward. The anticipation between the two was practically tangible. Finally, after an eternity, their lips met. Each woman groaned, their lips fit together perfectly. Electricity was in the air. Shannon moaned as Kelly’s tongue passed into her mouth, willingly accepting it, caressing it, loving it. Shannon could feel the kiss through her whole body, could feel her pussy clench with excitement. When they finally broke the kiss the two women stared at each other a moment, then smiled. This time Shannon made the first move. She kissed Kelly deeply, gently, and deliberately. Their tongues teased each other’s lips. Shannon put her hand on Kelly’s left breast and squeezed gently. It was so soft. So amazingly soft. “Ummmmmm…….” Kelly moaned. Kelly returned the favor and gently kneaded Shannon’s breasts. They were much bigger than her hands and Kelly marveled at how firm they were. Kelly broke the kiss, her tongue finding the other girl’s nipples. “Yeah……..ummmm….god that feels good,” Shannon moaned. Kelly pushed Shannon onto her back and straddled her. She looked down at the beautiful brunette under her and grinned. The two women kissed again, the passion building higher, more desperate. Their tongues met and fought, each woman groans swallowed by the other’s mouth. Kelly slowly kissed down Shannon’s neck and took Shannon’s breasts in her hands. She pushed them together and sucked each nipple until they pointed straight at the ceiling. She made love to the voluptuous woman’s body, her tongue lapping here and there on its descent to Shannon’s most sacred spots. Her tongue stopped at Shannon’s belly button and circled it. Shannon grasped her own breasts, pinching and twisting her nipples, biting her bottom lip. As Kelly’s tongue moved onward, Shannon grabbed the back of Kelly’s head. Half holding her back, and half guiding her downward. The sensation of another woman’s tongue so close to her pussy was driving Shannon wild. Kelly stopped and looked at Shannon’s neatly trimmed snatch. The lips of Shannon’s pussy were bright red from last night’s adventures, parted with arousal. Kelly kissed along Shannon’s narrow landing strip and stopped just above her slit. She lifted her eyes toward Shannon and a grin parted her lips. Shannon knew what was next and closed her eyes. It seemed like an eternity to Shannon and then it hit her. “OOHHHHHHH………FUCCCCCKKKKKK……” Shannon moaned as Kelly’s tongue parted her pussy lips. Kelly tasted Shannon’s pussy and licked faster. Using her index and middle finger, she parted Shannon’s manicured lips and her tongue probed deeper. “OHHHH MY GOD………….DON’T STOP!!!!” Shannon screamed. The way in which Kelly’s tongue teased her clit had Shannon clawing at the sheets on the bed. “Ummmm…..you taste good,” Kelly moaned into Shannon’s pussy. With her face buried between Shannon’s thighs, Kelly slipped two fingers between the slick folds of her cunt. Kelly’s heart raced and she tongued her female lover closer and closer to orgasm, a thrill running through her at what she was doing. She loved the amount of noise women made when they made love, and she loved their softness. She loved the way Shannon ran her fingers through her blonde hair, caressing her scalp, desperately trying to find a way to please while being pleased. Shannon couldn’t take much more, wrapping her long legs around Kelly’s head. Kelly could feel the involuntary muscle spasms in Shannon’s legs and knew what was coming. “OHHHH……………SHIT…….EAT MY PUSSY………I’M CUMMMMMIIINGG!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!” Shannon screamed as her body exploded in orgasm. Her thighs crushed Kelly’s head, and the blonde’s mouth flooded with Shannon’s juices. Kelly hadn’t tasted a woman’s cum in a long time and she welcomed the warm juice. She continued to lick slowly until Shannon stopped shaking. “Oh my god……….that was the hardest I’ve ever cum…” Shannon said, finally taking a breath. Kelly pulled her head from Shannon’s trimmed snatch and smiled. Her lips glistened with Shannon’s juice. Shannon could smell herself on the other woman and, without hesitation, kissed the sexy blonde, long and hard, tasting herself on Kelly’s lips. “It’s your turn now,” Shannon said, pushing Kelly onto her back. Shannon didn’t have the experience Kelly did, but after that orgasm, she was certainly going to try to return the favor. “I’ve never done this before,” Shannon said “Don’t worry, you’ll figure it out” Kelly smiled. Shannon looked at the gorgeous young blonde under her and soaked up the moment. Then, she began to suck on Kelly’s nipples. Kelly’s tits were much smaller than hers but Shannon loved how perky they were. Shannon followed Kelly’s lead and began her trip down her body. Kelly’s abdomen tensed as Shannon’s lips rolled across it. “Ummmm………..you taste good,” Shannon said. As Shannon slowly moved down Kelly’s body, she could feel the heat emanating from Kelly’s pussy. Shannon reached back and rubbed her own clit, the excitement was making her very wet. At last, Shannon found herself between the parted legs of another woman, staring at a clean shaven pussy inches from her nose. It was absolutely beautiful, and once again, she wondered what it would feel like on her tongue, how smooth it would be, how soft. “Ummmm……..go slowly,” Kelly moaned, somewhere above her. As Shannon traced her tongue across Kelly’s bare pussy lips, she shuddered. It was like licking warm butter. It was so incredibly soft. She lapped at the plump lips, her tongue closing in on Kelly’s clit. The blonde tensed in anticipation. The brunette paused, her tongue hovering over at hard nub that seemed to throb before her. She relished the moment. Then she did what she had thought she’d never get the chance to do. Shannon’s tongue parted the folds of another woman’s hot pussy, sucking her juices from the source. She let the musky sweetness of Kelly’s pussy soak into her like a fine wine. “Ummmmmm…………yeah baby……………that’s it,” Kelly moaned. Shannon probed deeper with her tongue while at the same time rubbing her clit. Kelly’s stomach rose and fell with increasing urgency. Shannon’s face was becoming wet with Kelly’s juice and she loved it. “Your pussy tastes wonderful,” Shannon moaned. Shannon continued to eat Kelly’s pussy, sliding her middle finger inside her. Her tongue flicked across Kelly’s clit faster and faster as her finger went deeper inside the hot pussy. Kelly looked down at Shannon. The beautiful woman eating her pussy was a natural, her full lips covered in her juices, her silky hair stroking her thighs. Kelly’s pussy tensed around Shannon’s finger. “OHHHHH…..EAT ME……..SHANNON…I’M GONNA CUMMMMMMM” Kelly screamed. Kelly grabbed Shannon by the back of the head and smothered her in her pussy. Shannon’s tongue lapped up every bit of Kelly’s cum. After a few minutes, Kelly released her grip. “Ohhhhhhhhh yeah, that was great,” Kelly said. “Ummmmmhmmmm…” Shannon moaned, cleaning up Kelly’s pussy with her tongue. The two women lay beside each other for about an hour, snuggling and kissing and nuzzling one another. At last, they got up to take a shower. There, they soaped one another under the warm water, enjoying their bodies one last time, Kelly dropping to her knees and propping Shannon’s long leg up on the soap tray. Afterwards, they talked and laughed like they were old friends, drying one another off and getting dressed. About that time, James finally got back. He said he’d gone for a walk, and then stopped to pick up coffee and donuts. “Well, I guess I’m gonna go, it was really nice meeting you guys. If you’re ever in the neighborhood, look me up,” Kelly said, picking up her purse and heading for the door. Shannon hugged Kelly goodbye at the door, pulling her close for a very intimate kiss. She just smiled at James’ shocked expression, and then giggled as she shut the door. On the way back home, Shannon and James talked about their trip and how wonderful it had been. She merely hinted at her exploits with the blonde, enough to get him aroused enough to suck off. When Shannon dropped James off at his house, he kissed her deeply before getting out of the car. “That was a great time, I’ll see you tomorrow night,” James said. Extra Credit Ch. 02, Pt. 3 “Yeah, John’s got to leave then, how about a movie and dinner at home?” Shannon asked. “Sounds great, see you tomorrow,” James said. When Shannon got back home, she told John that she’d had a good time on her school trip. John didn’t say anything but he did notice, maybe subconsciously, that his wife had changed. She walked differently, talked differently, and seemed happier than she’d ever been. The next day, John left for another month of work and Shannon looked forward to the future with a smile. The End Extra Credit Ch. 03 Chapter 3: Bivariate Analysis On Monday, she met with the professor again. "How many tries did it take for you to get a good one?" "Two. The first guy came way too soon. It's not bad, but I didn't even get my mouth on him." Her frank, brazen, description surprised her, but didn't seem to surprise him. "The second guy was a little more experienced and I think you'll love it. I watched it and I must say I think its good work." He smiled, clearly pleased with her description "I'm sure it's excellent. I loved your first assignment. Very stimulating. I gave it an A." Did she notice a rise in his pants? "I guess I have two more assignments due, right?" Still surprising herself, she was actually eager to get to the next one. "That's right. Are you still interested in this extra credit work?" How could he possibly imagine that she wasn't? If she failed this class, she was out. Back home with her parents. Frankly, having hot sex was hardly a punishment "You bet, I think I'm learning a lot." "Like what?" Now she'd done it. How could she answer that? "Well, I've discovered some people I didn't know about. And, some things I hadn't thought to do. Also," and here she actually started to feel herself blush "it's exciting to record it." "Well, it sounds like you are making excellent progress." What was he talking about, progress toward what? "Your next assignment is a little harder – pardon the pun. I want you to video at least 1 hour of sexual activity between you and some guy. Here, it will be difficult to hide the face of the guy, so you must choose him carefully. It probably should not be any of the guys on this tape" he waved the blowjob tape in the air. "We don't want the same cast every time, and you need to broaden your horizons. I want to see three things, in no particular order. I want to see woman – that's you - on top in a sitting up position..." Oh good, she thought, I love that position. "I also want to see 'doggy style' with you on your knees and elbows. Third, I want to see you performing oral sex again, this time with the male on his back. In all of this, you should be nearly or totally naked and – here's the most important part – I want to see your face in each position and I want to see you orgasm in each position. You may put together multiple encounters to get the desired effect." Damn, she thought, if only some of the previous weekend's sex was on tape she'd be partly done. "I'd like to use the guy from the last tape though." She was so brave, how could that be? She couldn't afford to make the professor mad, but the sex had been so hot with that guy – she should have gotten his name. "I don't think that's wise. The assignment is to find a new guy." He made it clear that the grade would depend on it. "OK, I'll do the assignment." She quickly scribbled down the details and had him look them over – she was becoming such a diligent student. She decided that she would simply go to her usual bar and pick up a guy. This time, she set the camera up on the head board of her bed. It was pretty difficult to fasten it and hide it at the same time. She managed by hanging an afghan up on her wall as a 'decoration.' The hanger for the afghan supported the camera, and she was able to position the lens through a hole so that the view was unobstructed. Unless her guy looked closely, and she planned to have him busy, he would never see it. As she surveyed the Friday night crowd, she felt less enthusiastic about the night. She wished she could go to the geek bar and find the 'blow-job boy' as she had come to think of him. She was worried that the next guy would not match up to BJ-boy. Finally, she settled on a jock looking guy who was apparently all alone. She sidled up to him and began to chit-chat. At first, he seemed rather disinterested, as though he was waiting for someone. "Are you looking for someone?" she was just a little annoyed, she really didn't care at this point who she hooked up with. "Well, yeah...I sorta had a date with someone, but maybe she isn't going to show..." his disappointment was clear. 'Oh great, just what I needed, I picked the only guy here who is not trying to hook up.' She began to try to extricate herself from the situation and look for a new guy, but then he spoke up, "I'm sorry, that was rude. My name is Chris. I'm majoring in Economics and minoring in Math, what about you?" It seemed his attention was now fully on her. In fact, it almost seemed that he really saw her for the first time, just then. They talked briefly about school and stuff. They danced. After a little more flirting and some not-so-subtle hints she grabbed his hand and said "Let's go back to my place." He smiled and followed her home. As they were walking, she started to get a little turned on, thinking about what was in store for her. The more she thought about doing it in front of the camera, the hotter she got. By the time she got to her room she couldn't wait to get her clothes off. She pulled him in her room and began to passionately kiss him while maneuvering him over to her bed. A deft click on the keyboard and the film was rolling. She pushed him down on the bed. Facing the camera she began a very seductive strip tease. She was playing the tease almost directly to the camera, but the boy never suspected. He began to stand and she pushed him to the bed saying "just watch and enjoy, I'll take care of you soon enough." His hand groped to adjust his now throbbing dick through his tight jeans. He watched in silence. She imagined how the professor would like watching her strip and began to imagine that the form sitting on her bed was him. As the last remnants of her clothing dropped to the floor, she began to undress the boy. She had totally forgotten his name, now just thinking of him as the professor, or not even at all. She simply wanted to fuck and suck him: she wanted to put on the sexiest show possible. She could feel her cunt becoming so wet and swollen with desire. She hoped this stud could keep up with her tonight. After his pants were removed she set to her first task. He was now lying on the bed with, she hoped, his face out of the picture and his dick front and center. It was a long, but rather thin dick. She straddled his legs and gently took his dick in one hand. Her other hand found her wet lips and began to massage her the hood of her quickly rising clit. She slipped her lips over his cock and began to bob her head with a slow rhythm, bumping her lips and nose against her fist holding the base of his cock. She glanced up at the camera, above the head of the very aroused stud lying on her bed, and smiled around the dick. She was so turned on by the thought of the professor watching this show that she was quick to reach an orgasm of her own. As the flood of juices came out of her cunt, she quickened her pace on the cock. Soon the boy was moaning and the first stream of cum hit the back of her throat. She quickly removed her mouth from his cock and let his remaining cum cover her face. Oh god she was so turned on by all of this. He was panting, and his dick began to soften. She hoped he had some staying power tonight. She wiggled herself up and straddled his face, not missing a beat, he began to lick her cunt and suck on her now very tender clit. She could look right into the lens of the camera and imagined the professor watching her face. "Lick my cunt you stud." She said between moans and pants. Thinking of the raunchiest things she could "Stick your tongue into my wet hole...that's it baby I want to feel your tongue deep inside me." She glanced back and saw his dick begin to twitch and rise. "Now suck my clit until I come all over your face," she said with such ferocity it surprised her. He clearly didn't want to make her unhappy as he began to attack her clit with deep sucking. She exploded in an orgasm so intense it was painful. "YESSSSSSSSSSSSSS" she hissed into the camera with a deep lusty voice. As her orgasm subsided she slid down until she was straddling his stomach. She began to rub and caress his muscular chest. She loved the way his muscles rippled below his skin. Still performing for the professor she looked at the camera and said "you are so sexy, I want to fuck you so bad it hurts..." "Oh yes" he replied, in the mistaken belief she cared, "fuck me so hard..." She didn't really hear his invitation, and decided to have him lick her some more "suck my cunt again...I need to feel your tongue on my pussy." His licking was less than enthusiastic she noticed, but she didn't care. She moaned and licked her lips for the camera. As she felt her orgasm begin to build, she slid down and engulfed his now hard cock into her dripping, throbbing pussy. It slid in, the full length, quite easily and quickly with all of her juices to moisten the chute. She dropped her right hand to her clit and began to pump him while bringing herself to orgasm "Oh yes, I want to cum so hard on your dick." Soon she was lost in her own orgasm feeling his cock slip deep into her. As she came down she realized that she didn't even know if he had come. "Did you come this time?" "No, not yet, ride me some more..." he said breathlessly. "Take me from behind." She ordered as she slid off his purple shaft. "I want it doggy style." He was so aroused he followed every order she gave, in spite of his deep need to come soon. She maneuvered him so that the camera angle was perfect. Reaching between her legs, she began ministering to her tender clit yet again. He began to pump into her with increasing force and she figured he must be close. Closing her eyes, she imagined the professor with his dick in his hand moaning as he watched her tapes. Nearly at her orgasm, he gave out a long moan and thrust into her rapidly for about 5 pumps. Then he began to slow his thrust "FUCK ME SO HARD, DON"T STOP" she screamed, nearly at orgasm herself. His now limp dick slid from her cunt and he said "I'm spent... give me a minute." Robbed of his dick, she came on her hand. They collapsed into a sticky wet pile on her bed and fell into a restless sleep. When she awoke, he was still sleeping. She realized that the professor might give her a lower grade since she hadn't reached orgasm with him inside her. She began to play with herself again, thinking of the professor watching, and what his reaction might be. She imagined him naked, with his hand wrapped around his dick and her form being fucked from behind on the screen. Listening to her moan and scream, he would pump his dick, faster and faster, so turned on by her. She loved the thought of him being so turned on that he just spurted his cum all over. Soon she too was rocking her hips. The motion woke up the stud again "you're still horney?" he asked with utter amazement. "Yes, and I want you to fuck me from behind again, I want to feel your cock pounding into my cunt..." she ordered. He was both scared and aroused. His limp dick began to fire up, but she could tell this nympho act of hers (was it an act?) was rather scary to him. "Fuck me now, or leave." She order, so turned on by the power of everything she was doing. While to some it may seem that she was the powerless one, she loved the chance to just fuck for fucking's sake. He took his position behind her, and she grinned into the camera. "Fuck me, fuck me so hard." She had never really talked dirty during sex before, but she loved the naughty power of it. He obeyed quickly and soon her tits were swaying with his forceful pounding. She felt the orgasm begin to well up "Oh, yes, you big stud, fuck my wet pussy, give it to me so hard" she was looking right into the camera, and thinking about the professor and his naked dick. She felt herself go over the top, and was thrusting back at the boy with all her might. She quickly moved into a double orgasm and soon the boy had spent another load too. He stopped almost immediately after spending his load and panted "I'm so sore and spent, give me a minute..." She finished off a third orgasm manually, while he watched, slack jawed and slack dicked: he had never had a woman who could run him into the ground. As the orgasm faded and she rolled onto her back, she suddenly didn't want him around anymore. Not caring at all she just looked at him coldly and said "Don't worry, we're through. Get your clothes on and leave." He looked at her with shock and amazement. Her piercing gaze told him to just do what she said. He got dressed and left. Extra Credit Ch. 04 Chapter 4: Multivariate Analysis That Monday she took her third tape over to the professor. As she walked over, she began to wonder what her next assignment could be. She was enjoying this far more than she had enjoyed other "extra credit" she had earned. Usually servicing a professor for a good grade was not very interesting. The were just "wham-Bam-thank-you-ma'am" kind of encounters. Here she was having more orgasms than usual. And the excitement of performing for the professor was something she never expected. She wondered, only briefly, why it was so arousing. Chalking it up to the newness and the "riskiness" of it, she knocked at his door and entered at his beckoning. "I've got my third assignment, did you review my second one?" She said with a knowing smile and just a little bit too much enthusiasm. He nearly laughed out loud. "I did and I loved it. I can see why you wanted to ... expand upon that topic, shall we say." Laughing as he took the new video from her hand. "Are you ready for your fourth and last assignment for me?" Her nod kept him talking. "In this assignment I want you to bring me at least one hour of sexually explicit tape, featuring you of course. The only restriction is that it must contain at least 3 new sexual acts that aren't represented on the current tapes. As always, I want to be able to see your face, and you need to cum during each act. At the beginning of the tape, I want you to explain which acts to look for, and why you chose them. The reason must have to do with your own sexual desires, not simply 'because I thought of it and I needed one.' As before, multiple encounters can be used to fulfill the requirement. Indeed they may be necessary. Your grade will be based, in part, on your creativity in this endeavor. You have shown some nice creativity so far, and I expect that if you let yourself get into it, pardon the pun, you will do a super last assignment." "Can I use any partner I want?" She was thinking about BJ-boy and so wanting to repeat the sex of that encounter. "Well, I suppose that's fine this time." She was thrilled at the prospect of doing it more with him. "Obviously he excites you a lot." She turned to leave, "oh, when is it due?" "How long do you think you will need?" Startled by the question she hesitated "I guess a week, but can I ask for an extension?" "Sure, but no more than two weeks." "It shouldn't take that long, it sounds like a fun assignment." She left, pulling his door closed behind her. As she walked back across campus, she began to think about new positions she could try. She realized that this might be a little harder than she at first thought. Because, really, what was left? Oh, she guessed that missionary would work, after all, it wasn't represented anywhere in the tapes. But, it might be hard for him to see her, and it might be hard to come up with a justification. It quickly became clear to her that she was going to have to produce an even raunchier tape than she had ever imagined. The thought scared her, and at the same time excited her. What could she do? What would get her a good grade? She got back to her room and began to think about what she wanted on the tape. As she thought, her mind wondered to the encounter with BJ-boy. God he had been so great. She could just video sex with him and see what would happen. Her first thoughts were things she could do, active things. The problem was that in some way, they were all represented on previous tapes. A fleeting thought of girl on girl stuff came to mind, but she really wasn't into that, and the professor had been specific about having some desire. Mostly her desire was to get BJ-boy back in her bed. As she pondered the idea, she began to feel a warm tickle in her pussy. She reached down and slid her pants off and began to stroke her clit while daydreaming about taping really nasty sex with BJ boy. She reviewed all the exciting things she had done with him the first time: the way he licked her pussy and sucked her tits, the way he met her every thrust. Oh how she wanted him again, she wanted to just give herself over to him and let me take her any way he wanted. She came as she realized that was how she would complete this last assignment: she would tell him she was his, to do as he pleased, to take as he wanted. She would give him anything and everything. She was now relying totally on his creativity. She hoped that wouldn't hurt her grade, but knew the show would be spectacular. As the weekend approached she got technical: how to set the camera up and the introduction to the tape. The camera set up was kinda crucial and after a while, she decided that the idea would be to have two cameras. By combining the computer and a regular video camera, she could cover the whole room. The bed, in particular, was viewed from both the head and foot. She might have to edit a little, but she had gotten pretty good at all that over the last three assignments. Next she sat down to produce the introduction. She decided it would be best to be dressed in a sexy outfit that she would wear to the bar on Friday night. No panties or bra. She sat on the bed, with her legs crossed and began to talk. "Tonight, I will go and seduce the man I sucked off in the second tape. What you can't see on the second tape is that after the blow job, we had some terrific sex. He licked and sucked my pussy and I came so hard that I thought I would explode." She couldn't believe how hot she was telling all the to the prof, she wanted to masturbate, but decided not to. "I thought very carefully about what kinds of exciting things I could do on this tape. I decided that I would let my lover decide – I wish I knew his name, but somehow it's more arousing that I don't. I know that may seem like a cop out, but I intend to tell him to take me and use my body any way he wants. I'll do anything he asks. If this doesn't produce the tape I want, I'll come up with another plan and an additional introduction, but I think the tape you are about to see will be the hottest thing you have ever seen." Her pussy was practically dripping as she said it. She left for the bar dressed the same way she had taped the introduction. The cameras were set and she was so hot she could fuck all night long. She went back to the bar she had found him in the first night. As she stepped into the bar, her heart was beating so fast she felt lightheaded. She hoped that he would be here, she needed him to be here. Not just for the assignment, but because she desperately wanted to fuck him, to be fucked by him, to be taken. She scanned the bar, heart beating faster with each minute she didn't see him. And then she saw him. He was sitting alone, perhaps waiting for someone. She looked at him and then he saw her. She hadn't felt this giddy since she was a freshman in high school. As their eyes met, she held her breath: what if he had someone else, what if he didn't want to see her anymore. And then a smile broke his face. Not a boyish smile nor a leer, but a knowing, caring smile that signaled acceptance. She carefully, slowly, walked over to him. "I haven't seen you around." He said before she could even guess what to say. "I'm sorry I left the other night, I had to be up early the next morning, and I didn't want to wake you, you were so tired." Oh my god, she thought, he was apologizing for leaving, perhaps he thought she was mad. "It's OK" she said, with her brightest smile, "I was disappointed..." "With our evening?" he asked, with an assurance that he knew the answer. "No," she laughed, "only that you left, I didn't even get your name." "It didn't seem important to you. Your mind was clearly on other things." He laughed too. My mouth was on other things too, she thought. She decided to simply cut to the chase "Come back to my room with me, let's get to know each other." She said, quite brazenly. His eyebrows arched, and a slow smile began to cross his face, she quickly added "I hope you don't have to get up early tomorrow." He chuckled, "well, as a matter of fact, I don't. But, I have plans tonight, to play with my friends. I would hate to run out on them." He paused, and then said "What exactly do you have in mind?" She nearly blushed, it was like he knew everything. Before she could answer he said "It seemed to me, the other night, that you had some particular ideas of what you wanted. Not that I objected, mind you," he quickly added, "but you seem like a woman who always knows exactly what she wants." They sat and looked at each other for a minute. His eyes seemed to look through her, into her, and made her feel like he could read her thoughts. She leaned close to him and began to whisper in his ear "I want you. I want you to take me, to have me, to have my body. I want you to take me totally for your pleasure, for whatever you want." His faced flushed, and he fidgeted to adjust his stiffening cock in his pants. The he looked deep into her eyes and said quietly, and in firm way "Be careful what you offer, you really don't even know me. Are you sure you want to give yourself to me entirely?" Her stomach did flips and her cunt began to drip. She replied, equally as forcefully, "Yes, I'm yours. I'll do anything you want. But we leave right now, and go back to my room." He stood without hesitation, his jeans tented making his interest obvious. The left the bar, hand in hand, silently. They arrived at the room and she unlocked the door. Before he could see, she hit key that would start the video cameras rolling, she didn't want anything missed. He entered the room slowly and sat on the edge of the bed. "This is will be the final time I ask. I love to be in charge, many women don't really want to give up that much control. Are you mine? Totally and completely tonight?" She hesitated only for a moment, she knew that she would do everything he asked, without hesitation. She knew that it was only in part for the grade and for the professor. So she knelt in front of him and looked him squarely in the eyes "I'm yours, do with me what you will." "Stand" it was an order. He was in charge now. She stood. "Take off your clothes." She quickly disrobed, hoping he had as much creativity as she thought. She stood before him again. He stood and walked around her, at first she started to turn her head to watch him, but a motion from him made it apparent she was to keep her eyes facing toward the camera. Standing behind her he began to speak "Tonight, I will things with your body that bring me great pleasure. I may, also, bring you pleasure if you please me first. You will be totally at my mercy. If, at any time, you want to quit you will simple say 'master I quit.' At that point, I will stop, and I will leave. Is that OK?" "That sounds..." before she could finish he slapped he ass very hard. "Owwch.." she squealed. "You will simply answer 'yes master' from now on" he said evenly. "Yes Master" she said. "Do you understand the rules?" "Yes Master" she said. Without warning, a blindfold was placed around her eyes. "Bend over and grab your ankles with your hands" She bent and felt him secure her wrists to her ankles with some kind of soft cloth. She was totally helpless now. The feeling of giving totally was something she had never had. Mostly, in her sexual encounters, she was the one in control. Even when servicing a prof, she had the ultimate control. Here, though, she was powerless. "You are a nasty slut aren't you?" He asked. "Yes Master" she replied. "You love to be fucked and to suck dick and be licked and even cum all over don't you?" "Yes Master." Her voice was now thick, the arousal like nothing she had ever experienced. The thought of the professor watching this entered her mind. Oh god, he would have to love this. This was going to be wonderful. Gently, he pushed her legs apart until her pussy and asshole were openly visible. Then, he said "In fact, whore, you are so nasty that you deserve to be spanked. To be punished, don't you? "Yesssss Master" she trembled. This was scary and nasty and thrilling and it all made her so hot, she was nearing an orgasm just standing here. A whistling noise and then a smack hit her hard. It must have been his belt. Her cheeks were on fire with pain and her pussy began to drip with her juice. The belt whistled again and she yelped. When the belt connected the third time, she had an orgasm. She couldn't believe it. This was far more exciting than she could have imagined. She didn't mind the pain, it was sexy. She was his. Totally. The belt slapped two more times and he said "I want you to tell me, for the record, how nasty and slutty you are" "I'm the nastiest sluttiest cunt you've ever had." She began, "I just want your cock in me so bad, so hard ..." the belt hissed and smacked her raw ass yet again. "It's not about what you want" he stated sharply as the belt landed for the seventh time. "It's about what I want, and only what I want" he said. "Yes Master" she replied. By now her ass cheeks were red and welts were rising. She heard a rustling sound behind her and then she felt his fingers enter her wet throbbing cunt. First only one. It slid in and out making a slishing noise. As she began to relax into the rhythm, a second finger, and then a third were added. It was tight and felt so good. He was simply violating her, thrusting his fingers in and out with growing speed and forcefulness. The she felt him add his thumb. The shape was now like a wedge and stretched her pussy with every thrust. The wedge got bigger when all five fingers were used. He pushed a little deeper with every thrust. She felt full, like she had never felt before. Her cunt was dripping, and her vaginal walls tightened on his hand. Again, she had an orgasm. If he noticed he said nothing but continued to pump her and stretch her pussy with his fist. He removed his fingers and she felt his cock at the entrance to her well stretched cunt. His dick slid into her easily and he began to fuck her so hard she thought he would knock her over. With her wrists tied and her eyes blindfolded, she could do little. He held her hips and thrust himself into her with a force that she had never known. His hips slapped her sensitive ass cheeks with each thrust. Her tits, hanging toward her face, swayed and occasionally slapped her chin. She reached her third orgasm: this one was intense. Her pussy spasmed and gripped his thrusting cock with each stroke. She trembled with the force of her orgasm, crying out, and trying to thrust back at him. She felt his cum spurt into her pussy, the slishing noise became louder and she could feel their cum already seeping out, and dripping down her leg. He removed his cock, and left her standing there. She heard him step away, and thought she heard him sit, in a chair, but she couldn't tell. Standing there, bent over at the waist, her red ass in the air and her legs spread wide, the cum began to ooze from her cunt and slide down her leg. Then he spoke "I loved it the other night when I covered your tits in cum. I love seeing my juice slide down your legs. You are such a cum slut aren't you?" "Yes Master, I'm your cum slut. Fill me with your cum." She wanted it so bad. She just wanted to be a cum slut. His chuckle was kind, and he was clearly enjoying this. She felt him untie the bonds that held her bent over. "Kneel" he commanded and she obeyed without question. He took her arms and tied her wrists together behind her. An additional cloth tied her wrists to her ankles. He then stood in front of her. "I've been in your mouth, but never cum there. Tonight you will swallow my load, like a good cum slut" She opened her mouth to respond and it was filled immediately with his dick. His hand had grabbed her hair and pulled her head onto his stiffening cock. With her hands tied behind her, she had no control and gagged with his first thrust. He slowed a little to let her get used to it and then began to plunge deeper into her throat each time. Soon she had adapted to the rhythm and as he pulled her head onto his shaft again and again. She loved being used. She wanted to be used. It was more exciting that anything she had ever done. The he came. The first stream hit the back of her throat with such force she began to gag. But he didn't slow down, by the third stream she had her gag reflex under control and began to swallow, but much of the cum had slid from her mouth and dribbled down her chin. She swallowed as much as she could. As his thrusts stopped, she could feel cum dripping from her chin onto her tits. He slipped his cock from her mouth and then slapped her face with it. It was wet with saliva and cum and splat against first her right cheek, then her left. "Lick it clean" he ordered and she stuck out her tongue trying to find it, to follow it. He pushed her face against it and she tried to lick it up as much as possible. "You love to suck cocks and drink cum, don't you slut" his words were more an order than a question. "Oh yes Master" she said around his cock. "But I see that you didn't swallow it all, it's dripping from your chin." He said, with some disappointment. "I'm sorry Master ..." she began. "You will need to be punished." He said, with hot anticipation. He untied her so she could stand, but her hands were still bound behind her. He pushed her face down onto the bed. He lifted her up and placed her in the middle of the bed. With her hands behind her she could neither struggle nor help: she would have helped. She hoped her punishment would be as exciting as she was imagining. He slid two or three pillows under her hips, so that her ass stuck up into the air. He bound first one ankle, then the other to the corners of her bed: She was spread open, with her ass in the air again. She imagined him surveying her body, examining the welts on her ass. She thought of the professor, watching this debasing of her. She trembled at the thought. She was a cum slut. A nasty dirty cum slut. And she loved it. She was expecting the belt, but felt something firm and cold at the lips of her exposed cunt. He slid it into her, gently at first and she realized it must have been her vibrator. That was confirmed when he turned it on. He slid the vibe in and out of her, bringing her slowly to orgasm. As though he could sense her state, he stopped. The vibrator was turned off, but left inside her. Her pussy ached for release, it was nearly torture. He just held it inside her. She tried to wiggle, to thrust at it. The smack on her but was hard. She jumped and felt the vibrator bottom out against her cervix. The second smack was equally surprising and brought tears to her eyes: her cheeks had been so abused by his belt. Then he gently rubbed her red cheeks. It felt soothing and she was still so close to cumming. He let go of the vibrator and stood. It slowly slid out onto the bed. Her pussy screamed to be filled. When he returned she felt some cool liquid on her ass. It must have been lotion and soothed her flaming skin. He gently rubbed it into her skin. First on one side, then the other. Each stroke getting closer and closer to her rear hole. Then, she felt his finger rimming her anus. She moaned and felt her stomach begin to clench. She had never let anyone touch her there. It was so nasty and so dirty. A professor had once asked her for anal sex. She had turned him down and taken the D. "No, not there" she squeaked but her mind knew that he would do what he wanted. He said nothing. As his finger gently explored, she began to feel so nasty. Being out of control, she couldn't stop – well she could, but she wouldn't – she would let him do nasty things to her. She wanted to be his cum-slut so bad, she would let him do anything. A finger, slick with lotion, slid a little into her anus and she squeaked "oh, oh" both extremely excited and nervous. She felt her pussy twitch as the finger was pushed, gently, just a little deeper. As he slid it deeper she felt so full, so violated, so dirty and so excited. She could feel her orgasm rising. She thought of the professor watching. Watching the boy violate her every hole. He would come watching her, he would love the show. The finger slipped out, and was replaced by a larger finger. It too, gently explored and stretched her anus. As she became more aroused and more comfortable, she felt a second finger added. 'OH I'm so full' so penetrated. It was deep. It was far more comfortable than she had imagined, and far more arousing. Slowly and gently the two fingers probed and stretched her now willing ass. Extra Credit Ch. 04 He removed his fingers and she could feel his hard cock pressing at her entrance. It was slick with lotion and slid in with a little pop. He slowly and gently pressed it into her now willing, wanting asshole. As best she could, she thrust back against him. He pushed deeper and deeper. It felt as if he were splitting her apart. She had never felt so full of cock in her life. He settled into a thrusting rhythm and she began to orgasm. As her thrust harder and deeper she came again and again, moaning, whimpering and panting. She was so dirty, nasty filled with cock. She wanted it to last forever. She came four times and then felt his hot seed fill her bowels. Her orgasm rocked her as he moaned in her ear "I've taken every hole you have, you are totally mine tonight. I've fucked your sloppy wet pussy. I've fucked your mouth and filled your belly with my cum. And now my dick is deep in your ass and filling you with cum." She imagined the professor hearing the nasty words and she replied "I'm yours master, fuck all my holes I want it so bad." Her voice was choked with emotion and arousal. He finished and slipped his dick from her ass. He untied her feet and arms. 'Oh no, I want more, she thought.' Even though she lay, spent and dripping cum from her ass. He rolled her onto her back and she just lay there. "And now, my lover," he said with tenderness, "I shall reward your willingness with my mouth." He set to work, licking and sucking at her swollen cunt. Soon she was again climaxing. She could feel the cum dripping from her ass, and still a little from her pussy. She ran her hands over her nipples and pinched them as she screamed "oh god yes, lick my cunt, I want you to use me, to make me cum again and again." She lay, still blindfolded, spent on her bed. Sticky and slick with love juice she fell asleep. When she awoke, some hours later, he was gone. Extra Credit Ch. 05 Chapter 5: Conclusion The following Monday she dropped the tape off at the professors. He told her that her last tape was excellent. She explained briefly what he would see on the tape and it was clear that it was more than he had hoped for. She saw the rise in his pants and knew her A was in hand (so to speak). It was the beginning of finals week on campus and she hardly had time to look for her Master (as she now thought of BJ-boy) with studying. She had to keep at least decent grades in her other classes. When exams ended she left campus, wishing she could stay and find Master. But, she had to return home. Her parents were strict and she would spend most of the holiday with them and other family members. It was, after her adventures, a very boring 3 weeks. Her grades came. The A in the professor's class offset the remaining C's and was good enough to let her return for Winter semester. When she returned to campus she found a note in her mailbox from the professor. "See me immediately upon your return to campus." Oh shit, what could he want. She had the A, the deal was sealed. She knew, from experience, that it was harder for them to change a grade down, and most wouldn't bother. More importantly, if he had wanted more, he could have filed an incomplete. It was puzzling. She knocked at his door. He beckoned her in and she could see all four tapes on his desk. "Please, sit" he said invitingly. "You are probably curious about why you are here." She nodded. "Did you get your A?" Again, she nodded. "Good, I'm glad, and obviously this kept you out of trouble with your strict parents?" She nodded. "Excellent. So you are here at least for another semester." It was a statement not a fact. "Now I want you to suck my cock and swallow my cum." He said, in the most matter of fact way. Puzzled she said "But, you already gave me the A, you're not going back on our deal are you?" she said, with rising anger. "I don't have you for class, so I don't need another grade from you." She added. "Oh dear, you seem to fail to understand your situation. This is no longer about classes. This is about these four tapes. I'm sure you wouldn't want these sent to your parents, would you?" He smiled. As she dropped to her knees in front of his chair, he slipped his rigid dick out of his pants. She immediately bent to the task.