It was Katie's last semester before she graduated with her degree and she could hardly wait. She was so burned out on school and the grind that she had let her normally stellar grades slip some this semester but she didn’t really care. Her only real worry was in her Anatomy 550 class where she just had not attended as much as she should because of her work schedule and well it was spring and some days it was just to beautiful to be indoors and in class.

Two days earlier she had stopped in to talk to Professor D (as all the students called him) and when he had checked her work and grades he had informed her there was no way to pass the class at this point and no way to make up any of the work or do any extra credit. She had left devastated and feeling dejected knowing she was not going to graduate. The thought of having to spend another semester in class was just more than she could bear.

That night she couldn't sleep and as she lay awake worrying and trying to figure out what she could do or how to find a solution for this problem she came up with an idea.

So there she was a few weeks away from graduation and hatching her master plan. She sat there on her bed for a bit thinking and then just shook her head and thought yup, I am going to give it a try. So Katie got up and walked to her closet and flipped through her clothing in search of the right outfit. It had to be sexy, but not ridiculously inappropriate for on campus. She immediately bypassed mini dresses she wore to clubs. While she considered different options for clothing, she also thought about different ways to again approach Professor D about her grade.

Then, she found it, the perfect outfit. The white silk top looked business-like, but still school girlish and it was low cut enough to show off ample cleavage a perfect fit for the flirtatiousness she was looking for.

She paired that with a gray flannel mini skirt with red and black plaid stripping and heels, she would look like she was dressed to impress, but still catch her professor's eye and maybe be seen as that naughty school girl she dreamed about being.

Though Katie was still worried, she felt much better about her chances. She read through her notes one last time before going to bed. She caressed her figure as she changed into her pajamas. Katie was used to priming herself to be sexy, she knew she was hot and had been told how beautiful she was and had noticed lots of the men on campus checking here out as she walked by them. "Maybe, I don't have to try that hard after all," she thought.

As she settled under her covers, she slipped her hands up the front of her short nightgown and played with her nipples. She pictured her Professor and his older, yet distinguished looks were not so bad in her opinion and she had always found older men a turn on. Imagining herself bent over his desk with her skirt up, Katie wondered what it would feel like to have his hands on her hips as he forced his cock inside her. She ran her fingertips down her stomach and into her panties. She wondered what he would sound like if he was to fuck her tight pussy.

Caressing her clit, she fantasized about the sensations of his dominant hold on her while he thrust his hard cock deep. There was something about his age that triggered something unexpected in her. She could practically feel his hands cupping her breasts as she rubbed her clit.

Before long, she whimpered and shook as she pictured him spanking her while he fucked her, imagined his forceful commands and his stern voice as he took control of her and had her anyway he wanted. A orgasm washed fully over her, she smiled rolled over while still trembling and pulled her nightgown tightly around her and drifted to sleep.

In the morning, she showered and shaved taking special care to shave completely. The thought of being with an older man had turned her on. She wondered if shaving completely to give an even more youthful appearance would make her, and hopefully Professor D, even more excited.

She dried and brushed her dark brown hair before getting dressed. Katie was glad that her mother had already left for work. She didn't want to try to explain her outfit to her mother. She grabbed a light breakfast before leaving to go to her exam. When Katie entered the classroom, she took her usual seat in the front row. Professor D was already passing out the exams. Without even looking up from the papers he was distributing, he said, "Nice for you to join us, Katie."

"Crap," Katie said to herself as her heart sank. "Sorry," she whispered. As Professor D reached her desk, she could have sworn that he hovered over her just a tad longer than the other students. She hoped he was getting a good look down her blouse. She casually tossed her hair back and arched her back slightly. Professor D cleared his throat and continued with starting the exam. Katie smiled.

Though she knew many of the answers, she struggled through some sections of the test. She was getting nervous. Katie knew she wasn't able to get an A on this exam. The pressure was on to make her plan of seduction work. Even though she finished before the last few students, she waited for them to leave before handing in her exam.

When she was the last student left she stood up, straightened her skirt, pushed her shoulders back and walked across the floor to his desk. "Professor D," she whispered as she interrupted his reading. "Professor D, I was hoping we could discuss my grade."

Katie leaned forward on his desk. She could feel her breasts press up and out of her top and she knew he had a good shot of what she was showing. She looked into his eyes and smiled just a little but tried to look demure and worried too. "Well, Katie," he said after clearing his throat again. "It's a little late to discuss your grade, don't you think? You should have come to me sooner."

"Oh, Professor D, please could we at least look at my grades? I need to pass this course more than anything! I need it to graduate and if I don't graduate on time, it will jeopardize my job."

"I don't know what to tell you. It's too late to retake a test or do extra credit," he said. Katie could tell he was looking at her breasts.

She sighed, pushing them out farther. "Are you sure, Professor D? I would do anything to pass. Could we at least look at my grades?"

There was an uncomfortable pause before Professor D replied, "I suppose we could look. I have some time now."

Professor D stood and motioned for Katie to follow him and so she followed him down the hall to his office. After he unlocked the door, he held it open for her and in they walked. Professor D sat down in his but black leather chair and Katie remained standing as he sat and opened the grade book

"Look, Katie, your work has been far from satisfactory," he said as he pointed to her grades. “You have just missed to much work and class to really have any chance to pass this class.”

Katie moved close to him, brushing up against him. She bent over and looked closely at her grades as if she had no idea what they were. Leaning forward more while pretending to study each grade, she knew that as he reclined in his chair he was getting a nice view at her ass, her tight mini skirt and maybe even the white boy short panties she had on that she knew showed off her tight little ass.

After a few moments, she turned to him and saw him looking at her ass. "Professor D, I don't know what to say. I should have been on top of this sooner. Is there anything I can do to fix this?"

Embarrassed from being caught looking, he stammered, "I don't know, Katie."

She looked back at her grades for a moment before saying, "This is quite a problem. Won't you help me? Please, professor?"

"It's not that I don't want to help," he said. “but the semester is almost over and all of the regular extra credit deadlines have passed”

She turned to him, with her face close to his, she whispered, "What can I do for you?" She held her position and waited for him to make a move.

"Well, I suppose we could help each other," he whispered. "But no one would ever be able to know and to be honest I would be very demanding of you. You would have to really submit to whatever it was I asked of you to pass this class at this late juncture.”

He smiled and Katie was sure it was a wicked and naughty smile. “I got him” she thought. "If you help me, I would never tell," she whispered against his cheek. When he backed away from her, she thought she had just scared him away. He stood and walked to the door. Katie held her breath. She was afraid that he was going to ask her to leave. She exhaled when he locked his office door and her body reacted almost instantly. She was excited, scared and shaking with sexual anticipation all at the same time.

He walked towards her with a new purpose and confidence. She noticed his handsome eyes and how good he looked in his stylish suit. When he got near her, he put his hands on her waist and pulled her close to him. His lips met hers with deliberate force. As they kissed, he smoothed the hair away from her face.

Her body grew warmer at the force of his lips against hers and his firm grip around her small waist. He held the back of her neck as he opened the buttons to her blouse with his other hand. She inhaled sharply as his fingers brushed against her breasts and stomach. With a gentle grip on her neck, he tilted her backwards just enough to make it easier for him to kiss her neck and cleavage.

Professor D sucked and kissed her firm breasts and perfect nipples After Katie let out a small moan, he put his finger over her lips. "You are now all mine for the rest of the semester you will do as I say, obey me, serve me and be my dirty little fuck slut to earn the A I will give you,” he almost growled it at her. “Do you agree to that?” His eyes shot right through her as he asked.

All she could do was bite her lower lip and shake her head yesssssssssssssssss!

He grabbed her and pulled her even closer, kissing at the neck and shoulder and then biting at her soft skin. He worked back up her neck and when he reached her ear he coarsely ordered "Remove your panties…NOW!” He watched as she bent over and as she caressed the hem of her panties before sliding them down her thighs and stepping out of them. “Now your top and bra,” he commanded her and so she slowly unbuttoned her top, and then undid her bra and let it slide over her arms and onto the floor. It revealed what Professor D always thought, a very perfect set of breasts that he craved to touch and play with.

She was still wearing her skirt and her high heels and she slowly walked closer to him. After she was close enough he reached out and allowed his hands to wander over her body. He pinched her nipples before sucking on them and Professor D smiled as he stood and opened his zipper. Katie watched intensely waiting to see her prize.

“On your knees,” he ordered her and as she started to kneel he forced her down even faster and said, “That’s a good little slut. Take them down and off,” his voice roughly spoke to her and it made her ache for what he was offering. She ran her fingers across the fabric of his pants, undid his belt and let them drop to his ankles. She then pulled his boxer briefs over his stiff cock and lowered them to the floor as well.

Looking up at her professor, she gripped his cock and licked the head. She swirled her tongue around the head of his cock. He held his shirt away from her face and watched his student do her best work of the semester. Looking up at him often, she licked and sucked his hard cock. She gently stroked his balls as she sucked him into her throat.

He grabbed her by her hair and started to force his cock even deeper into the back of her mouth and throat. "Take my cock, all of it,” he told her. "Suck it my little slut, suck it like you really want that A.”

She took his cock into her greedy mouth. He tasted so good. She didn't care about anything at that moment,except the hard cock filling her mouth. She realized how much she loved being told what to do and how she liked being someone’s little slut and after all she was getting a good grade for doing something she had always fantasized about.

He forced her mouth up and down on his cock, making her gag. He forced her to deep throat his cock, when he saw his whole cock disappear into her mouth that was what he wanted and it was all it took… he pulled it from her mouth, reached down and grabbed her hair and pulled it exposing her pretty face to him.

“Open your mouth and stick out your tongue,” he told her.

She obeyed as she blurted out, "I want your cum, please, all if it, give it to me please," and as she did he shot every drop of his white hot sticky cum all over her face, mouth and tongue.

He liked how she looked with his semen all over her face and mouth and it dripped off her chin and onto her boobs.

“Swallow it all my little cum slut, don’t lose a drop,” he instructed her as her Master and her professor. She willingly obliged and even took her finger and scrapped what had fallen onto her boobs and ate that too.

“Good girl,” he said as he smiled at her, “did you like that my little cum slut?” She nodded yes with bright eyes and he could see she was eager to please him. He stepped back and pointed to his desk. “Get over it now.” He cursed at her. “Get over it and beg me to take you,” he nearly shouted at her.

Her high heels made a soft clicking noise on the wood floor as she walked to the desk. She leaned over it as she had been told to do and presented her butt to him. He caressed her butt as he stood behind her. He gripped her firm flesh and rubbed his hard cock over her young pussy. She moaned lightly and her body ached and trembled for more of his touch.

Professor D then sat back in his chair and wheeled it closer to her from behind, she lay there on her stomach across his desk one leg to either side of his and the chair, straddled in perfect position for him. He reached up and stuck his finger into her pussy, and she gave out a nice moan.

Professor D started off slowly with one finger, then two fingers that were now pushing into her pussy sliding back. Slowly at first but as the wetness of her started flowing and she started giving out some moans he started moving them faster, deeper and harder.

"Oh, oh, oh god, oh yes...mmmmmmm, oh, that feels so good," she said. Her eyes closed as she was turning her head one way then another, enjoying what her professor was doing to her. She loved to be fingered and fingered hard and he was showing he was fully aware and in charge of her and what he was doing. His fingers in her pussy feel perfect and he especially liked her hot wetness sliding on his fingers.

His fingers turned sideways as he fingers her with more and more force and need. Katie cried out and gasped, "Fuck me faster with your fingers please, Professor D, harder please," she begged. "Ah, yes, oh, oh, oh, oh, oh, yes." The faster and harder he fingers her the wetter she got and he smiled as he saw how wet, and smooth Katie's pussy really was.

He liked the feeling of her lips parting as he thrust his fingers into her and with each stroke Katie was pushing her body back against his hand harder, she was moving herself against his hand, pushing harder and harder, and her rhythm was getting faster. Her lips were parted and her head was tilted back. She was spreading her legs as much as she could, bent over the desk and is moaning wildly now. “Don't stop. Oh it feels good,your hand is perfect there, keep pushing hard, ooh, that feels good." Katie cried out and Professor D turned his fingers over and as he pushed them harder he used his other hand to press his thumb against her tight ass hole and started to thumb her there too.

“That’s it my dirty little slut,” he cried out, “fuck my fingers like the little whore you are, fuck them hard and cum for your Professor.”

Katie was now humping his fingers wildly and he pushed his hand down to the top edge of her slit and let a finger slide over her clit with each thrust of her hips. "Oh! Oh yeah! Oh touch me there, Oh god don’t stop, please don't stop!" she begged as her orgasm crashed over her in a surge and he could feel her stomach muscles tensing and relaxing with her thrusts He felt her pussy contract and the wave of wetness intensified as Katie shook and shuddered with her orgasm.

Laying there and panting her mind all a swirl Katie wondered what was next. Professor D stood ad removed his shirt, still positioned between her legs, she could feel his hardness against her leg and brush over her pussy as he undressed the rest of the way. She watched as his shirt was tossed over top of her and onto the leather coach against the far wall.

Katie could feel how wet her pussy was and her clit was till throbbing. Professor D then slowly ran his hand down her spine and over her ass. His cock still teasingly pressing against her leg and the head gliding against her swollen wet pussy as he moved his hands over her body. He reached up and ran his hand through Katie’s hair and grabbed her ass with the other. “I think you have just earned yourself a B grade for the semester,” he quipped.

Smiling Katie looked back over her shoulder, her eyes smoldering still. “I need an A out of this class Professor D, an A!” His hand was caressing her soft round ass and she smiled and asked, “Do you like my ass Professor D?”

"It is so perfect," he managed to murmur, and he pulled back a bit and let the hard tip of his throbbing cock ride up between her ass and Katie gasped as it against her asshole.

He dragged the hardness of it teasingly across her wet pussy lips and Katie moaned out, “Oh god, yes.” Professor D’s cock slid between her lips and the head glided easily between them and up to her hard clit. He took his cock in his hand and used it to guide it over and around her clit, stimulating it as Katie moaned and circled her hips against it.

She was so soaking wet she could feel it dripping down her inner thigh and all she could think of was having that big thick cock inside her. "Do you want an A, Katie? he asked as she twisted her hips trying to get his hard cock to penetrate her.

Her body was on fire and she needed to be fucked, wanted his cock inside her NOW!!! "Please Professor D, fuck me now, do what you want to me. I need your cock I want an A now pleaseeee professor,” she begged

"Katie, just fucking you will probably only get you a B," he said teasingly as his cock continued to tease her clit and pussy lips.

“Oh god I want an A, I need an A so bad," Katie said between breaths. Professor D then took a hand full of her hair, he tugged her head back as the other hand grabbed her by her hip. "Oh my god yes," Katie softly cried out trying with all her might to push back against his hardened meat. “Fuck me, fuck me please professor D,” Katie begged and as she did Professor D pulled her body back and pushed his cock deep into her in one fast, hard thrust.

He noticed her pussy was amazingly tight and almost unnaturally hot wrapped around my cock, causing his balls to tighten up a little immediately. Katie let out a huge “ahhhhhhhhh yessssssssss” as she felt it spread her pussy wide and his balls slap against her clit with that single thrust. Slowly he started to let his cock glide in and out of her, taking it to the tip and then burying it back to the hilt.

"For an A, Katie you need to let me cum inside your pussy,” professor D told her and all Katie could muster was a yes shake of her head. Each thrust was getting harder and deeper and each one came with more force than the one before. Katie grabbed onto the desk to brace herself and push back against his cock. “Katie you have to tell me you want my cum in you, beg me to cum inside you, make me believe you need my cum, crave my cum deep inside your hot little cunt.” Professor D grunted as he fucked her. “Tell me that you want my cum inside your pussy, tell me you’re my little cum slut.” Professor D cried out as he let go of her hair and grabbed her other hip, plowing his cock into her even faster.

Katie was nearly out of breath from the ravishing her pussy was getting, her clit tingled and sent little shocks of pleasure through her body every time Professor D’s balls slapped against it. Her body was on fire, her hard nipples rasped across his desk as her body rocked hard back and forth sending more jolts of pleasure through her body. Katie twisted her head and looked back at her professor, her eyes dark and with a sultry FUCK-ME-HARDER look to them as she managed to gasp and moan out, "YESSS... Please Professor D, FUCK ME, Fill my tight little cunt with your cum, make me your fuck slut, your cum whore.. OH GOD PLEASE CUM INSIDE ME." Katie gasped.

By this time Professor D’s cock was buried to the hilt, his balls slapping her clit so hard that amazing tingles of pleasure engulfed both of their senses. He reached up and took both of Katie’s arms by her wrists. He leaned back and pulled them down to each side using them to pull her entire body back into him so she met each thrust of his cock with equal force. Professor D started to slowly pull his hardness from her pussy and then in one hard forceful forward motion bury his hard slick shaft back balls deep into her pussy, again and again and again.

"OH OH OH MMMMMmmmmmm GOD YES," Katie practically shouted as she arched her back. "Your cock feels so good Professor D, please fuck me, use me however you want, make me your dirty little slut." Katie could see that her words made Professor D weaken and she could feel his cock swell every time she talked.

Turning the tables a little on his dominance to this point Katie smiled a wicked little smile and asked, "Do you like it when I talk?" and he grunted in acknowledgement, too mesmerized by what was happening to formulate words. "I want you to cum inside my pussy, I want to feel your hot thick cum fill me. I'm such a fucking slut and you knew it all along didn't you?" Katie panted as the power of his thrusts seemed to punctuate each sentence.

.
"OH God, Yesss," Professor D managed to finally get out and Katie could see in his eyes he was close to cumming. "I have wanted to have you bent over my desk like this from the first day you walked into my class," grunted Professor D as his cock rocketed in and out of her tightness.

Katie smiled that wicked smile as she grunted back, "Well you have me there now, Use me as your fuck-toy Professor D, I need it, I want it so bad, fill me with your cum." Katie purred fully aware that her words would probably send him over the edge. Professor D leaned in and bit and kissed her shoulder and neck, then with one hand grabbed her pony tail and pulled her head up and back again, his mouth next to her ear.

"I'm going to fuck you like this everyday the last two weeks before you graduate, and fill you with my cum daily,” he growled taking back his position of power.

Katie writhed and moaned beneath him and cried out, "Yesss.. Fuck me, fill me with your cum, pleaseee oh god pleaseeeee cum inside me."

Professor was still holding her hair in his fist and he started to pump into her faster… her wetness was everywhere and her ass made a wet slapping noise with each deep thrust. Katie clinched her teeth to and a closed mouth "unghhhh" came from her lips with each thrust. They could both feel her pussy was soaked and Professor D’s office smelled wonderful with the musky scent of sex.

Professor D released her hair and ran one hand along the small of her back, then reach under and cupped her breasts, playing with her aching and sensitive nipples, tugging on each one and rolling them as he pinched them perfectly. Katie was now moaning constantly with small yeses sneaking out between gasps of pleasure.

Professor D grabbed her waist with both hands and forcibly started to take them down the final ride. He used her body to fuck, slamming her back onto his cock with each thrust both of their bodies on fire, Katie couldn’t take it any longer and her body exploded, waves of pleasure shot from her clit and deep inside her pussy, her body started to convulse and she let out one final cry, “CUM IN MEEEEEEEEE,” as he body started to shake at the same time Professor D’s balls drew up close to him and the head of his cock swelled, shots of orgasmic spasm rocketed through his body and his cock released spurt after spurt of thick, white hot sticky cum deep inside Katie’s pussy.

He cried out, ”OHH GOD YESSSSSSSS CUMMMMMMMMMMMMM,” with her cries and the release of both of them mixed and filled Katie’s pussy completely. Professor D collapsed on top of Katie and they both could feel there sex running down over there legs.

Breathing heavily Katie looked over her shoulder at Professor D and asked, “So do I have an A now?”

They broke into laughter and smiled at each other knowing damn well she did!