8 comments/ 49602 views/ 17 favorites Maddy, Beth and the Professor By: MissTCShore This is my first attempt at writing an erotic story. Your feedback is welcome. ************************************* All characters in this story are fictional. Any similarity to actual persons is coincidental. This story may contain descriptions of activities that may be offensive to some readers. If you are offended by descriptions of sexual activity, including non-consensual sex, infidelity, loss of one's virginity, sex between people of the same sex and/or "casual" sex between people who are not in a monogamous relationship, please do not read any farther. All characters in this story are at least 18 years of age or older. No animals were harmed in the writing of this story. Batteries not included. ************************************** Autumn was in the air. The warmth of summer had finally retreated, giving way to the cooler, crisp days that would eventually lead to winter. School had been in session for a little more than a month in the small college town, and Maddy was on her way to her first class of the morning. She walked along the sidewalk beneath the stoic shade trees that stood like soldiers beneath the clear, deep blue skies. The leaves that had once been uniformly green were now giving way to the reds, yellows and browns that defined the season. A few leaves had begun to fall, though most of them still clung to the trees in hopes that winter would hold off. The buildings that made up the campus played the part of a traditional small college quite well. They were mostly red brick buildings with pitched roofs. Vines of ivy made their way up the sides of the buildings, given them the appearance of being old and weathered. While in fact, they were quite old, they were very well maintained, as was the whole campus. The lawns were neatly mowed, the bushes and shrubs trimmed and hand-shaped by the grounds-keepers and there was no trash or litter anywhere to be seen. It was Maddy's second year in college, though she was just 18. Maddy was both smart and driven, and had finished high school a year earlier than most of the other students she had grown up with. She was equally driven to finish college in three years. She had taken 18 hours of classes during her first semester, 17 hours her second and had even stayed through the summer to add 9 more hours. Once in the science building, Maddy removed the dark grey coat that covered her from her neck to just above her knees. Underneath the coat, she wore a dark olive button-up shirt and a pair of jeans that closely followed the form of her hips and legs. She tossed back her always-perfect light-brown hair and ducked into the ladies room to check her make-up. Even though she had only put it on 30 minutes ago, Maddy was particular about the way she looked. Just like her schoolwork, she was a perfectionist when it came to her appearance. She headed to the classroom, arriving ten minutes early according to the large, round, generic clock on the wall. Sitting in the second row, she took out her books, two pencils and a notebook. For some classes, Maddy used an electronic notebook for taking notes, but for Chemistry, it was easier to write the formulas and make the drawings by hand. Professor Ward had already arrived and was arranging his notes for the next hour. Maddy liked Professor Ward. He had a way of lecturing that made the concepts presented very clear. However, he also had a kind, gentle demeanor that Maddy found mildly attractive. There were a half dozen other students already in the room, as well, it wouldn't be long until the every seat in the small lecture hall was occupied. New Bedford College was a small enough school that Maddy knew a fair number of the other students in the class, but it was also large enough that it was impossible to get to know everybody. She had just started to get to know Elizabeth who usually took a seat right next to her during the hour of Chemistry class. Beth and Maddy were about the same height and had a similar build. Maddy stood five feet and four inches tall, and Beth was about an inch taller. They were both quite slender. Neither of the two girls had large breasts, although Beth's were a little larger than Maddy's. Both girls wore their hair long; Beth's a little darker than Maddy's. Beth's complexion was also somewhat darker. Though both girls were of European descent, Beth must have had some Mediterranean ancestry, Maddy thought, based on her appearance. Maddy spent the next hour furiously taking notes, paying strict attention to everything Mr. Ward was saying and putting on the board. Maddy did not usually struggle with any classes. From the time she started school as a young child, the work came easy for her. She did find herself having a little difficulty keeping up with this Chemistry class, however. She was not majoring in science, but that shouldn't have mattered. She normally did not have trouble understanding the concepts in most of her classes. Her struggles in this class resulted more from becoming too busy to keep up with the course work and the study time necessary to stay on top. The hour came and went, Maddy headed to her next class, and the one after that, and before long, the morning was gone. She had lunch at the student center's dining hall where she ran into Beth. "Beth! Over here!" called Maddy when she saw Beth in the cafeteria line. Beth waved and headed to the table where Maddy was sitting once she got through the line. "What's up?" said Beth, casually. It wasn't a question as much as a greeting. "Hey, did you get everything written down from the board in Chem this morning?" Maddy was meticulous about writing everything down, but missed a couple of equations on this particular morning. "No," said Beth, "but I figure I can get it from the book, or just fake my way through it." Beth was not nearly as driven as Maddy, but she was smart enough to have a very good GPA. Beth and Maddy continued to visit through lunch, though Maddy's thoughts were mostly elsewhere. Since they didn't know each other well, the conversation was mostly small talk. "I love this fall weather." "Yeah, me too. Are you going to homecoming?" "Yeah, I go to most of the football games." "How are your classes going?" "Just fine." Maddy finished her classes for the day and around three o'clock; she headed back to the Science Building. She made her way to Mr. Ward's office on the second floor and looked at his posted schedule. "He should be in," Maddy said to nobody in particular and knocked on the door. "Come in," came the voice from behind the door. Maddy went into the room and greeted Professor Ward. "Madison Andrews, is it?" "Yes. Maddy is fine, though," Maddy replied. Professor Ward's office was quite typical for a college professor's office. The white walls were mostly unadorned. There were two bookcases filled with textbooks and notebooks. The office contained very few personal items, save for a couple of pictures that were obviously the Professor's family. Maddy made a mental note that he had a very attractive wife and two small children. The professor's personal appearance was remarkable for being quite unremarkable. He was average height with light brown hair and no distinguishing features. He was not the least bit fat. Neither was he muscular or athletic. He rode a bicycle to the campus every day to keep himself fit, but he didn't work out much. His style was not overly geeky, but not GQ, either. His clothes, his shoes and his glasses were clearly out of date, as far as current fashion trends go, but not too obviously so. His glasses were wire-rimmed frames that were probably in style ten years ago. Professor Ward invited Maddy to sit in a large, soft chair in front of his desk and Maddy began asking questions about the lecture that he gave earlier in the day. Professor Ward came around to the same side of the large desk and sat himself in the chair next to the one Maddy was sitting in. The professor was polite to a fault, and patiently explained each formula and concept from the day's lecture, even going back over some notes from prior lectures to build on the concepts. Maddy noted his kindness and generosity. She also noted that he would occasionally place his hand on her shoulder or her arm as he emphasized a point in the notes. This gave her an oddly pleasurable sensation. Professor Ward was also formal in his demeanor. He never called her Maddy, but always "Miss Andrews." "When you look at this formula, Miss Andrews, you'll see that ..." "I can understand why you might think that, Miss Andrews, but actually..." "Of course, Miss Andrews, I'm always glad to help out a student who needs some extra assistance." After all of her questions had been answered, Maddy thanked the professor for his help and let herself out of his office. Maddy was pleased with the knowledge that she left the Science Building that afternoon with a much better grasp of the subject at hand, and was confident that she could do well in the class from here on out. She even helped Beth after the next couple of classes with some concepts that Beth was having trouble understanding. The following week Professor Ward gave the class the first test for this semester. Maddy left the classroom generally pleased with herself. She felt that she had done well on the test. She struggled with a few problems, but was confident that she had come up with correct responses for the most part. Maddy and Beth were sitting next to each other in Professor Ward's Chemistry class on Friday as usual, when Professor Ward approached them. The class had just finished and most of the students were on their way out. The professor gave the girls an odd, stern look and told them that he needed to see them later that day. "Miss Andrews. Miss Wilson." Professor Ward addressed them formally. "Could you be in my office at five o'clock sharp?" It came as more of a request than a question, and a stern request, at that. They both agreed, though Maddy was completely caught off-guard as to why he would want them to come to his office. At a quarter to five, Maddy was, once again, walking across the neatly maintained campus to see Professor Ward. The leaves on the trees, the ones remaining, anyway, were starting to let go of their grasp and the green lawns that made up the campus were now brightly colored carpets of green, yellows, reds and browns. The flowers that once adorned the buildings were turning brown, as well. Today was chillier than it had been earlier in the week, and the wind was picking up. Maddy pulled her grey coat tightly around her to keep the warmth in as she picked up her pace. Maddy counted the lines in the cold, grey concrete sidewalk as she walked along. Her mind darted between trying to recall specific points brought up by her professors in her various classes throughout the day and wondering what Professor Ward could possibly want to discuss with her and Beth. She spotted a small spider scurrying across the walk. She paused so that she wouldn't step on it, then continued toward her destination. Once inside the Science Building, Maddy again stepped into the ladies room to check her makeup and hair. The building was quiet, as all of the classes were finished for the day and nearly all of the professors had already locked their doors and headed home for the weekend. Professor Ward was, in fact, the only other soul in the building when Maddy arrived and made her way to his office. She knocked and the professor opened the door for her. She sat in the large chair across the desk from the professor but he didn't look or speak to her. He was busying himself with the paperwork on his desk. The silence made Maddy quite uncomfortable, but she waited, nevertheless. Ten minutes later another knock was heard at the door. It was Beth, who was barely on time for the five o'clock appointment. Beth slipped off her coat and laid it across the back of the chair as she sat down. Maddy was a little surprised to see Beth wearing a very low-cut top, but more surprised that she was clearly not wearing a bra. Professor Ward finally spoke up, addressing both girls at the same time. "I have the tests graded from earlier this week," he began. "You both did quite well." His pause gave Maddy enough time to wonder, once again, why they were there. If they did well, why did he want to see them? "You both missed problem number eleven and problem number twenty," the professor continued as he handed them their tests. Maddy noted the red marks next to the two problems that the professor had just pointed out. Small, dumb little errors, but he was right. She had gotten incorrect answers on those two problems. Coincidentally (or not), Beth made the same mistake on both problems on her test. "If you look at problem number twenty four, however," the professor said with raised eyebrows, "you'll see that you got this one correct, but you didn't approach the problem in the traditional way that I showed you in class. You came up with a unique approach, but found the correct answer." Maddy was pleased that she understood the material well enough to get the problem correct even though she had forgotten the formula that would have made the problem simpler. Professor Ward was now getting to the reason that he had called the two girls into his office. "I find it quite interesting that you should both miss the same problems, making the same mistake to come up with the same incorrect answer. I find it equally interesting that the problem that you got correct using a unique approach was not really unique, at all. That is, you both answered the same way, and, by definition, if it were a unique approach it would mean only one of you would have answered that way." Maddy was now beginning to see the implications of what Professor Ward was saying. She shot a look at Beth, whose normally olive complexion was turning red. Beth was looking at the floor, already aware of what was taking place. Realizing that Professor Ward believed that she and Beth had cheated off of each other's test, Maddy began to protest. "I didn't ... I don't ..." She didn't quite know what to say that would make him realize that Beth had looked on her paper but not the other way around. The professor held up his hand and stopped her in mid-sentence. "Now, Madison, I saw both of you looking around during the test. I can only assume that you both were involved in this little conspiracy." Maddy thought back. She had taken her eyes off of her test paper, she recalled. The problems that she struggled with caused her to look out of the window of the classroom, deep in thought. Moreover, looking out of the window caused her to look in the general direction of Beth, who was, as usual, sitting next to her. Maddy realized that, even though she was completely innocent, there was no way to convince the professor of that. "School policy gives me some freedom in dealing with these kinds of situations." The Professor was not generally hard on his students, but cheating make him particularly angry, and his anger was magnified by the time and effort he had taken to help Maddy understand the material. "I could fail you both for the entire semester." He had no intention of going to that extreme, but the policy did give him that option. "Instead, I think I will give both of you a score of zero on this test. This will allow you to finish the course, and if you do well on the remaining tests and the final, you can still get a C, or perhaps even a B out of the course. But you would almost have to have perfect scores on the remaining tests to bring your grade up that much." Maddy gasped. She was used to getting straight A's. She had gotten a few B's in particularly hard courses, but the thought of struggling to end up with a likely C, or perhaps even lower, was almost more than she could bear. "Please, Professor Ward," Maddy begged. "I'll do anything. I'll do extra credit work. I'll write a report. I'll help you grade papers. Please let me do something." Beth picked up on Maddy's plea. "I'll do anything as well," Beth pleaded, although she didn't exactly have course work in mind. "Anything at all." And with that, Beth looked up at the professor with what could only be described as a lustful, flirty look. Maddy's eyes shot wide open as she looked at Beth and her heart began to race, knowing the situation she was in now. She had just come to the realization that she opened a large door and Beth was pushing things in a direction that she had never intended. "Anything?" asked the professor. Beth was calmer in her response than Maddy would have been. "Anything at all," assured Beth, and she batted her eyes at the professor as she looked up at him. She had a mischievous smile on her face that gave away her intentions. "Miss Andrews, are you equally prepared to see your score redeemed?" Maddy didn't respond. Her mouth was wide open. She looked at Beth and then at the Professor. She considered her options. She realized that she was trapped and there was no way out. There was no point in arguing her innocence. "Miss Andrews." The professor waited until he had Maddy's attention once again. "Are you willing to do whatever is necessary to pass this course? Or would you like me to fail you now?" Reluctantly, Maddy replied, "Yes. I will do whatever it takes." She was worried that Professor Ward would go down the path that Beth was suggesting. Surely, he wouldn't do that. Maddy struggled to assess the situation as it began to unfold. Surely, he is going to have us help him with some research. Surely, he has some papers to file or some publications to index. "I want you both to stand up," the professor requested. Maddy and Beth both complied, though Beth was quicker on her feet than was Maddy. "Madison, would you please close the blinds?" Maddy was closer to the window, having arrived at the office first. Maddy looked at the blinds. Her mind raced. He heart was in her throat and her pulse was increasing rapidly. She began to feel light headed. "Miss Andrews, please close the blinds," Professor Ward repeated. Maddy did as she was instructed. "Anything at all?" asked the professor, again. This time he directed the question more to Maddy. Beth was clearly all in, but the professor knew he could get into serious trouble if they weren't both willing to follow through without protest. Maddy thought over the proposal. She now felt sure that she knew where this was going and she was not happy about it. However, she was quite driven to achieve her goals. She began to rationalize. This could be easier than doing extra work. Surely, he won't ask for much. Maybe he'll want to see our breasts and then let us go on our way. Maybe he'll want to kiss us. Surely, he won't ask more than that. "Anything." Maddy paused for a second, then continued, "Anything at all, whatever you want." Maddy had made her decision. Whatever Professor Ward asked, she was going to do in order to salvage her grade in the class. The professor was somewhat cautious in proceeding. He had never had an offer like this before and wasn't sure how far he could make the girls go. He was not sure how far he wanted to make the girls go. He thought of his wife and his children. He thought of his career. "Could I have you both remove your tops, please?" he requested. It was almost a whisper, but Maddy and Beth both heard him. Slowly, they began to unbutton their tops. Once their tops had fallen to the floor, Beth was naked from the waist up. Maddy stood there in her fashion-conscious jeans and her lacy, black bra. She wished she had worn a larger one, as this one barely covered her nipples. "Miss Wilson," asked the professor, "Could you unfasten Miss Andrews' bra for her?" Beth smiled as Maddy turned her back to Beth, waiting for Beth to comply with the professor's request. Maddy was not smiling. She was quite embarrassed. Embarrassed, and still angry at Beth for putting her in this situation. Beth unhooked Maddy's bra and it hung loosely on her shoulders. Maddy, Beth and the Professor "Miss Andrews?" the professor implored. Maddy took the bra completely off and let if fall to the floor. Maddy's mounds appeared to defy gravity. The professor was impressed at how perfectly formed the two figures were that stood in front of him. Their waists were narrow; their hips in perfect proportion. Though neither one of them would ever be a model, their faces were pretty in a plain, girl-next-door type of way. Beth's face was closer to a "classically beautiful" form, while Maddy's face might remind you of your grade school crush or the first girl you kissed in eighth grade. Both girls now turned and faced the professor. Both had very pretty faces, he noted. But it wasn't really their faces he was staring at. Maddy and Beth's breasts were a delight for the professor to take in. The two girls both had rounded and beautifully formed breasts, though Beth's were a full cup size larger than Maddy's. Both Maddy and Beth had what could best be described as "perky" nipples with small areola. Beth's nipples were already hardening as she had started to become excited when the idea of exchanging a sexual favor for a grade first presented itself. Maddy was not yet sexually excited, but she was resigned to her fate. "Would you please kiss each other?" asked the professor in an unusually polite manner. Maddy was taken aback. She expected the professor to want to touch or kiss them, but she did not expect him to ask them to touch or kiss each other. Before she could even respond, however, Beth had already put her arms around Maddy and was turning her so that they were facing each other. Beth gently held Maddy's jaw with her hand and led her into a kiss that Maddy was not ready for. It was quick, and it was more a case of Beth kissing Maddy than a mutual kiss. "Please," asked the professor. "Once again, only slowly. More passionate. Use your tongues, please. Both of you." Maddy was reluctant, still quite unsure of herself, but she finally complied with the request. The two girls wrapped their arms around each other and began a slow, deep, passionate kiss. Maddy suddenly sucked in her breath when she felt Beth's hand reach up and pinch her nipple. Beth did so in such a way that Professor Ward would be sure to not miss. After what seemed like a long time to Maddy, the kiss was over. Maddy hoped that they would now be allowed to dress and leave the room. Such was not the case, however. "Would you please take off your pants?" It was stated as a question, but the professor was getting more relaxed and bolder. It was really a request more than a question. The two girls looked at each other. Slowly, and almost at the same time, Maddy and Beth unbuttoned their jeans, then unzipped them. They pulled their jeans down to the floor, and the two girls stepped out of them. They stood up and looked at the professor. "Miss Andrews, could you pull Miss Wilson's panties down for her, please?" This time it was almost a command. Maddy was shocked at the request. She was still going along with everything the professor asked, but it would be inaccurate to say she was eager. Beth for her part was starting to "get into it," you might say. Although Maddy was a virgin and had no sexual experience at all, Beth was no stranger to sex. She was no slut, but she had been intimate with a few boyfriends and even had a handful of casual encounters going back to her high school days. Maddy slowly hooked her thumbs over the elastic waistband of Beth's panties. The panties she was wearing were almost sheer, rose colored panties. They were small with only the tiniest bit of fabric on the sides. She looked into Beth's eyes for some acknowledgment of consent. She needn't have worried. Beth had already begun pulling her own panties down to help encourage Maddy. The professor then instructed the girls to remove their socks and shoes. After doing so, Beth was completely naked while Maddy was naked except for the small panties covering her most private regions. Maddy's panties, like her bra was black, lacy and barely there. Maddy usually matched her undergarments, even though she was the only one who knew that she did. "Now, Miss Andrews, I want you to get on your knees in front of Miss Wilson and start licking her .... uh... her clitoris." The professor wanted to avoid using a vulgar term for Beth's private parts. Maddy was shocked at the request, but it took her no time at all to realize that she had come this far and there was no turning back. Slowly, she got down to her knees and placed her hands on Beth's beautifully rounded hips. She pulled Beth towards her mouth and leaned into Beth's body at the same time. Both girls had completely clean-shaven pussies, although only Beth's was exposed presently. Maddy, of course had never given a girl (or a boy, for that matter) oral sex before. She had, however, at times pleasured herself after going to bed and she knew what felt good to her. Instinctively, she knew exactly what it took to please Beth. Maddy began working on Beth's hardened bundle of nerves, licking up and down with her tongue. At first, she worked slowly but gradually increased the tempo as she continued to pleasure Beth. Beth's pussy had been getting wet even before her panties came down, and Beth began rocking her hips back and forth in a slow, steady rhythm. "Oh, God, Maddy! That's so... oh, yes! Right there!" Beth was in ecstasy. As Maddy and Beth were losing themselves in each other, Professor Ward unbuttoned his pants and lowered his zipper. Without the girls knowing, he pulled down his pants, as he remained seated behind his large desk. He began rubbing his cock, not taking his eyes off the two beautiful coeds in front of him for a second. Beth was breathing quite deeply, now, and her hips were beginning to thrust into Maddy's face at a faster pace. She was starting to moan a little louder and Maddy could tell that Beth needed more. Maddy moved one hand a little farther back to Beth's ass and began rubbing her cheeks. With her other hand, she started to spread Beth's labia apart and she now used her tongue, not only on Beth's clit, but also up and down her pussy as well. She also was starting to work her fingers inside of Beth's slippery hole; first just the index finger; then her first two fingers. "Ohhh, Maddy! You dirty little slut!" Beth laughed between breaths. Maddy had never been attracted to girls. She still wasn't. Not really. At least, that's what she was telling herself. Nevertheless, this experience with Beth was exciting Maddy, much to her surprise. She was actually enjoying herself quite a bit. The taste of Beth's gash was surprisingly pleasant, though a bit pungent. The smells, the sounds, the fact that she was being watched; all of this together was making Maddy very hot. Maddy's pussy was moistening; her skin was flushed; her breath quickening. Beth was nearing the edge. She was going crazy, feeling an impending orgasm and wanting more inside of her than Maddy could provide with two small fingers. She was gasping for air and she had her hands on the back of Maddy's head, pushing her tongue harder in between her legs. Beth had been watching Professor Ward and she knew what he was doing, but she couldn't see his cock because he was still hiding behind under his desk. Still, it was obvious that the professor was stroking his cock, now with both hands. Beth knew that the professor was thinking about fucking the two girls and she wanted him to do it now. Beth's orgasm began to flood over her body, and her knees nearly buckled as she let out a scream. She started to nod her head back and forth with each wave as the orgasm peaked and subsided. Beth had to grab onto the chair that she had been sitting in earlier in order to keep from losing her balance. As much as she was moving her body, Maddy had a difficult time following her around, but she was able to do it. Finally, Beth could take no more and she started to beg. "Fuck me, Professor Ward! Fuck me, please! Oh, God! Fuck me, now!" "Miss Andrews, I want you to climb up on my desk." Maddy stood up and began to get on the desk. It was cold and hard, but once she laid down on it, she was not uncomfortable. Professor Ward positioned Maddy lengthwise on the desk with her head at one end. Once she was lying on her back, the professor pulled her panties off her and dropped them onto the floor. Maddy got her first glimpse of the professor's cock when he stood up. The rest of Professor Ward may have been considered 'average,' but his cock was not. Maddy had never seen a real, live cock before, but she had seen pictures and she had seen videos. She knew this one was large. Professor Ward's cock was nine inches long and the girth was ample, as well. He knew this was his best feature, from a physical standpoint. The professor started stroking his cock again once Maddy was lying on the desk. This both repulsed Maddy and turned her on at the same time. She could see the veins in his cock and she could see pre-cum oozing out of the professor's pee hole. All sorts of thoughts, feelings and emotions were rushing into her mind more quickly than she could sort them out and process what was going on. The professor then moved Beth over to the end of the desk. With her feet still on the floor, he bent her over so that her head was moving in between Maddy's legs. "Now, I want you to return the favor, Beth," the professor instructed. Beth began to lick Maddy's box in much the same way that Maddy had licked hers just moments earlier. This was a new experience for Maddy. Having someone else stimulate her little button and play with her pussy was completely different from when she did it to herself. She couldn't predict the movements and that heightened the sensations. This was not Beth's first time with another girl, and she knew exactly what to do. It would normally take Maddy twenty to thirty minutes to bring herself to the point of orgasm when she was in bed alone, but Beth was pushing all the right buttons; making all the right moves. She would not just lick Maddy's little bump. She knew how fast and when to speed up and when to slow down. She knew where to place her fingers, both on the inside and the outside of Maddy's sweet beaver. She knew where to apply pressure and when and how to ease up. "Oh my!" screamed Maddy. She had never felt so good in her life. "Oh! Fuck!" As Beth worked on Maddy, the professor was working on Beth. The professor had gotten on his knees to taste Beth's muff for himself. He spent the next few moments licking Beth's wet cunt. He didn't stay there long, though. His cock was aching and Beth had already begged for it. Within just a few moments, Professor Ward stood up and positioned his cock right at the entrance to Beth's snatch. He had one hand on his cock; guiding it forward and he place his other hand on one of Beth's hips. Using his fingers, he spread Beth's labia apart and slowly pushed the tip of his cock just inside of Beth's vagina. He then placed both hands on her hips and gave one quick, hard thrust. Beth let out another scream, much louder than the first one. "Oh, FUCK! Oh God! Fuck me! Fuck me hard!" Beth found herself screaming. "Fuck my cunt!" This was what her pussy longed for. Although the professor's cock was larger than any she'd had before, there was very little discomfort as Professor Ward pushed it deeper into her. Beth had to stop licking Maddy for a few moments as she got used to the feeling of the professor's huge cock thrusting inside of her. However, once they got into a rhythmic pattern, Beth began to turn her attention back to Maddy. For the next ten to fifteen minutes, the three of them remained in this position. Professor Ward was standing and fucking Beth from behind. Beth remained bent over the desk with her head buried in Maddy's crotch, and Maddy remained lying on her back, lost in a pleasure she had never before experienced. Maddy's pussy juices were flowing freely, now and Beth's fingers were easily sliding in and out of Maddy. Maddy was now moaning with each thrust. Maddy began to experience her first orgasm of the afternoon, and she began thrusting her hips up into Beth's face, much as Beth had done to her earlier. "Oh, God! I'm cumming! I'm cumming!" shouted Maddy. Her whole body tensed up as the first wave spread over her. Then, as a series of smaller orgasms spasmed through her body, she alternated between tensing every muscle and letting go, letting out a loud scream with each wave. "Oh God! Fuck, yeah! Fuck! Fuck!" Maddy screamed. The Professor felt as if he were in paradise. His cock was buried deep in one very beautiful young lady as he watched another orgasm with her hard nipples stuck up in the air. He admired the perfect shapes of both of the girls' bodies, their flawless skin, their youthful figures. Professor Ward almost allowed himself to go too far. He didn't want to orgasm just yet, so he quickly pulled out of Beth. Now, he grabbed Maddy's legs and pulled her across the desk toward him. "Your turn, Miss Andrews," he said. While still on her back, the professor slid her so that her ass hung just over the edge of the desk. With Maddy's legs still up in the air, the professor now began to move his cock slowly toward Maddy's very wet slit. Maddy suddenly realized what was happening. "I'm a virgin!" she screamed out, as if that were going to make a difference. It wasn't that Maddy thought the professor was going to stop when she made that revelation. It was just that Maddy had suddenly come to the realization that she was about to lose her virginity and she would no longer be able to say that. The professor laughed at the proclamation. "Honey, we were all virgins at one time," he said very matter-of-factly. Maddy stared wide-eyed at Professor Ward's huge cock. She was trying to figure out how he was going to fit it inside her, and she shuddered at the thought. Maddy had both of her legs in the air and the professor moved her legs so that they rested on his shoulders. He placed one hand under her hip and used the other to guide his cock toward Maddy's love tunnel. He began to push his large cock into Maddy, but it wasn't as easy as it was with Beth. Maddy had never had anything larger than a couple of fingers inside of her before and Professor Ward's cock was causing her some discomfort. "Relax, Miss Andrews. It will make it easier," assured the professor. Maddy tried to relax, but that's a very difficult thing to do when you are expecting pain in a very sensitive area. The professor slowly eased his cock deeper into Maddy's tight fuck hole, pausing every few seconds, then withdrawing his cock a little, then thrusting it in again. "Ouch! Oh, God! Please stop, Professor Ward! It's too big! It hurts!" screamed Maddy. The professor was not about to stop, however. "Your grade, Miss Andrews! Think about your grade!" "Oh shit, that hurts!" screamed Maddy, although she was being a little overly dramatic. It didn't hurt her quite as much as she was letting on. Eventually, he was able to get the full length of his cock inside of her and he began to thrust in and out in a steady, rhythmic pattern. His balls banged against Maddy's ass each time he thrust his shaft into her. Slowly, Maddy's discomfort was turning to pleasure and the ecstasy of the whole experience was overpowering what little pain she was still feeling. Beth was not going to be left out of what was going on and she leaned over Maddy and began to kiss and suck on her nipples as Maddy was being fucked by the professor. Beth felt a shiver go up her spine. This was a result of both the excitement of the situation, as well as the fact that the room was a little bit too cold given that she had now been naked for going on an hour. As Beth was sucking and licking on Maddy's nipples, she reached down with one hand and began to rub Maddy's clit. Instantly, Maddy responded and started moaning louder and louder with each thrust of the professor's cock. After several minutes, Maddy began having another orgasm, and much like the first, she screamed and spasmed as the waves of pleasure came over her. "Oh God! Oh God!" she screamed over and over. "Fuck me, hard! Fuck me! Fuck me, please!" she yelled. Her eyes rolled back and her back arched as her cunt clamped down on the professor's rigid, throbbing cock. She began bucking her hips, trying to take more in with each thrust. Maddy screamed as her body bathed in total pleasure. "Ahhhhhhhh!" She sucked in a deep breath and held it for several seconds. Then she screamed again. Finally, it became too much for the professor to hold back, and he began to shoot his sperm inside of Maddy's eager twat. "Yes! You little fucking slut! Take it all," grunted Professor Ward as he shot his load into Maddy's crevice. His hips pushed harder, now, with each thrust. His head was as far back as he could push it, his eyes wide open. Maddy could feel the gooey jizm squirting deep inside of her. The professor must have thrust his cock deep into Maddy's snatch nearly a dozen times while he was cumming. The professor finally pulled out of Maddy's pussy and the professor's semen and Maddy's own juices began to ooze out of her opening. The professor sat back into his large chair behind his desk, panting fast and hard, but was too spent to put his pants back on right away. Maddy was also not ready to move off the desk and Beth sat back down into the large cushioned chair opposite Professor Ward. Maddy could feel the juices ooze out of her just-fucked pussy down her ass and onto the professor's desk. After several minutes, the three of them, one by one, began to slowly get dressed again. Once dressed, the three of them sat silently for a few more minutes in the chairs in Professor Ward's office. Maddy finally spoke up. "Have we earned a good grade on the test?" "Not yet," replied the professor. Maddy and Beth both sat up, surprised. They had assumed that the professor would surely reward them with an A for the test, if not for the whole semester after this afternoon. "What do you mean?" asked Maddy. "What more do you want?" The professor replied, "I would like for you to both come over to my house tomorrow. Perhaps around three in the afternoon. My wife is going to be out of town all weekend with the kids. Her sister is having a baby shower in the city. There was no need for me to go, as the shower will be all ladies. I will be home alone until Sunday evening. I want the three of us to continue where we left off today. We can be together all afternoon, evening and night. You will, of course, spend tomorrow night at my house. Furthermore, I hope neither of you have any plans for Friday afternoons at five o'clock for the rest of the semester. You are going to be busy for about an hour or two once a week until the semester is over. If you do that, and submit to my every request, you will both be pleased with your semester grade." Maddy and Beth assured the professor that they were now more eager than ever to earn a good grade in the class, and they left Professor Ward's office with a smile on their faces. On the way back to the dormitory, Beth asked Maddy, "Do you have any plans for the rest of the evening, Maddy?" "No. I probably need to spend some time studying, but other than that, I don't have anything planned. Why?" Beth replied, "My roommate is out of town this weekend. Perhaps, you'd like to come over to my room. Looks like we are going to be spending a lot of time together this semester. Maybe we should get to know each other a little better. Besides," Beth added, "I have some new sex toys that I've been waiting to try out. I thought you might be interested in trying them out with me." Maddy smiled. As the two of them walked across campus, the sky was becoming dark and the air was becoming very cool. She pulled her coat more tightly around her body to keep warm. Still, Maddy loved this time of year. The smells of autumn, the color of the trees, and, now, the memory of her first sexual experience. Beth reached over and took Maddy's hand. The girls looked into each other's faces and smiled. Maddy, Beth and the Professor Maddy was certain of two things. One was that she and Beth were going to become really good friends. The other was that she would no longer drive herself so hard, academically, that she would be unable to enjoy her college experience.