Shit! Fuck! DAMN! This grade was the worst I'd received this semester. It was written in red inside a red circle. Like, I wouldn't have noticed if it had been written in black ink? As if! There was also a large, red ink scrawl where Mr. Delaney had written across the page, 'Come See Me During Office Hours'.

Mr. Delaney seemed like an okay guy for an old guy. In his early or mid-thirties, he was a tenured professor but didn't want students to call him Professor Delaney all day. "Just Mister will suffice," he told everyone. I'd had him last semester and had by the teeniest, tiny of margins passed. Maybe that was why I just could never seem to catch up with what was presented in class now.

So, okay! Maybe I had partied too much my first year of college. After too many parties, too much beer, and too many dates, I'd ended up on Scholastic Probation my very first semester. But I was doing much better this semester. Except for this class. If I failed this class, I'd have to pass it during Summer Session or not plan to attend next year. FUCK IT! I'd miss the trip to Acapulco with my posse of girlfriends.

My parents had promised to finance the trip only if I pulled my grades up to all Bs or better in my classes this semester. Looked like that wasn't going to happen which would make my dad thrilled! Paying for three credit hours during Summer Session would be much cheaper than financing two weeks South-Of-The-Border.

And it wasn't as if I hadn't tried! I was doing great in all my other classes. But I don't like math. I have never liked math and I will never like math! Biting the bullet, I trudged through cold, misty, early Spring Day to the faculty office building. Great! My day just kept getting better! I could hear muted voices through the door when I arrived outside Mr. Delaney's office. Some asshole had gotten here first! I wanted to pound on the door and yell, 'Hurry up in there! Some of us have actual lives!' I waited and waited but the asshole just wouldn't leave. He kept asking about quadratic equations and would Mr. Delaney explain this and that for the freaking thousandth time! Was there maybe some extra credit crap he could do. He even wanted names of tutors. Jeez, like, get a life, dude! I had to wait and wait in the hallway as secretaries and professors called it a day and left. By the time the F'ing asswipe left it was just after four.

Taking a deep breath, I timidly knocked on the door frame and peeked in. I had a flashback of being sent to see the Vice-Principal of my high school. Those meetings had never turned out well. Mr. Delaney had his back to me and was about to put on his jacket to leave and, I gotta admit, I checked out his butt. For an old guy in his early? thirties, Mr. Delaney had a nice tush.

"I can come back tomorrow..." I started but he waved me inside as he hung his jacket back on a hanger.

"Come on in, Cynthia. My wife won't get off work for another hour, so I've got time." Mr. Delaney waved me to a seat but I was too nervous to sit. I dumped my bookbag onto the chair but remained standing as he sat down. Mr. Delaney gave me several minutes to spout off and list my grievances. Math was always my worst subject... I just couldn't get a grasp on algebra... I can't waste my Summer going to class! instead of Mexico... Isn't there something I can do for extra credit?

Mr. Delaney gave me a fair hearing as he called up his class grades on his computer. Then, "Cynthia, I give four tests a year. Those count for your entire grade. I give an extra credit assignment that will earn five points after every test except the final." After studying my record, "You've never asked for extra credit assignments. You've never scheduled a consultation for extra help. In fact, in two semesters this is your first time in my office. Your first test was a C-. Five points would have given you a C. Your second test was a... Well, five points would have almost given you a C-. This test though... Even with five points, you'll need an A on the final to get a passing C.

"No hope for a B," I asked and leaned on the front of the desk to plead. "I can't go to Acapulco unless I get all Bs this time!"

"No hope," Mr. Delaney stated, shooting down my trip in flames.

"What if I did all three extra credit assignments now and really study? Like, get a tutor and all that and did really good on the exam. Would I still need an A on the final to get at least a B-?"

"Cynthia, for me to let you do all the extra credit assignments now wouldn't be fair to the other students. And, yes, you'd still need an A on the final."

"So, there's no hope," I sighed. Goodbye Acapulco and, like, the bestest Summer of my life! Dumping my bookbag onto the floor, I sat down in defeat.

"Oh, I wouldn't say that," Mr. Delaney replied with a smile. Standing up, he walked to the door and checked to see if there was anyone waiting to see him. Closing the door, he added, "I just said that it wouldn't be fair to my other students. But, I didn't realize how much a good grade in my class meant to you. You really want that B?"

"Yes! I'll do all the extra work you want! I just have to make this trip!"

Mr. Delaney didn't return to his chair and instead came to stand behind me. I started in surprise when he rested his hands on my shoulders. Squeezing my shoulders lightly, he added, "There is one thing you can do to help your grade."

I had a pretty good idea what Mr. Delaney meant when one hand smoothed my long, blonde hair away from my ear while his other hand began a slow massage of my shoulder. I was about to gather my bookbag and leave when thoughts of Acapulco intruded and... Maybe I was wrong? So, I asked, "What can I do? More extra credit assignments?"

"Not exactly. You're a beautiful young lady, Cynthia," Mr. Delaney leaned down and spoke softly into my ear while both hands now massaged my shoulders. I've known that since I started growing boobs. None of my boyfriends had ever complained about my looks. And while I don't have huge boobs, I'd overheard one boyfriend tell his buddies, 'her tits are a perfect handful.' Of course, I was flattered but I still dumped his ass for talking trash about me behind my back. I don't like gossip about what I do on dates.

"I noticed you the first day you walked into my class," Mr. Delaney continued. Hands massaged my shoulders harder as his mouth moved closer until his hot breath in my ear made me shiver. "You're not in high school anymore, Cynthia. I think you know what I'm talking about. How you can earn that B you want so much."

"But... I... That's..." I was speechless. Oh, I'd heard rumors about professors who traded grades for sex. But I'd never imagined that I'd ever be in that situation myself. I stood up and Mr. Delaney let go of my shoulders but moved closer to me. I was still almost determined to slap Mr. Delaney and walk out of his office, but... Acapulco!

If I remained standing motionless, confused and undecided, Mr. Delaney was neither of those. He took my indecision as an opportunity to move even closer, crowding me until my butt hit the edge of his desk. I leaned backwards as Mr. Delaney leaned forwards to plant his hands on the desktop to either side of me, trapping me between his arms.

"I don't think... I can't..." I tried to get out a coherent sentence, but Mr. Delaney was so close. As I leaned backwards, he moved with me.

"You can't?" Mr. Delaney parroted as I tried to lean further backwards but couldn't. To go left or right was cut off by his arms. He was leaning over me so close that to go forwards more than an inch would smush my boobs against his chest. "Are you a virgin, Cynthia?"

Wow! Color my face red. No one had come right out and asked me that since I was a sophomore in high school. Especially a guy almost old enough to be my dad's age.

"Well, no. I..." What I was going to say was forgotten as Mr. Delaney leaned further and his lips lightly touched mine. He didn't try to deepen the kiss. Instead, there were short, soft kisses on my lips before his mouth began leaving kisses over my cheek and... OMG! The first light kiss to my neck made my stomach muscles clench, causing me to take a quick, inhaled breath I'm sure Mr. Delaney heard.

Mr. Delaney's mouth was so close to my ear again that I felt his lips move, "You're not an innocent virgin, Cynthia." Mr. Delaney stopped to kiss that sweet spot I had under my ear before quietly continuing, "You're not in high school any longer, Cynthia. KISS You're an adult now... KISS And adults have to make difficult decisions every day. KISS It's not like I'm asking you to do anything you haven't already done. KISS How many times have you had sex just this semester? KISS The way you look. KISS I can't imagine any boy not wanting to spend time in your bed."

"I've... I've had sex..." I squeaked. I couldn't seem to breathe except in short, staccato gasps. My concentration seemed to flee with every soft kiss.

"Mmm, I bet you have, Cynthia," Mr. Delaney said as hands pulled me up to a sitting position on his desk. "How many times have you had sex just this semester? How many of those times were quickies in a back seat after you had your Big Mac and fries?"

"I don't... I don't know..." Oh, shit... I'd worn a thin crop top and a barely-there thin bra to class because that idiot weather lady had said it was going to be warm today. I'd walked around campus all day with my mid-riff exposed and freezing my tits off with pokies drawing attention from every guy I passed. I didn't have to look to know I had large pokies for Mr. Delaney to see. There was also a large gap between my crop top and jeans. The feelings I had as Mr. Delaney's hand on my bare back pulled me closer...

Softer and longer kisses began as Mr. Delaney moved back to my mouth. I felt his lips move against mine as, "Cynthia, how many times did you have satisfying sex? Sex that made you explode in orgasms?"

Oh, my God! Everything happening to me just felt so good. Not being a virgin didn't mean I had sex every day. And even the times I'd had sex... It had been weeks since I'd had that really satisfying sex that Mr. Delaney described. Sex where my toes curl up, my thighs won't stop trembling and my gut muscles clench so tight all I can do is pant for breath like a dog.

Mr. Delaney's lips pressed firmer against mine. I tried, I really tried not to respond, to keep my lips stiff. But a part of me responded without my conscious thought and my lips softened and opened when a tongue tip traced my lower lip. I felt it when a hand moved under my crop top to un-snap my bra. I felt it when the front of my crop top and bra cups were pushed up and over my tits. I felt the strong hand on my back holding me close while Mr. Delaney's other hand cupped and molded my soft tits... Pinching my hard nipples. And, oh fuck, I felt it when Mr. Delaney's mouth left mine to latch onto an already hard nipple and began sucking on it hard as if he was trying to suck my entire tit into his mouth. And when teeth clamped down on my nipple... Oh, shit, I was already panting like a dog.

I felt all of that and I couldn't seem to find the word, No. What I could find was the desktop behind me to put my hands palm down on as I leaned backwards to offer Mr. Delaney my full tits to play with. A short time later as one hand continued to play with my tits, the other hand cupped the back of my neck and pulled my mouth to Mr. Delaney's.

I was returning kiss for kiss, tongue for tongue when I felt fingers trailing down my bare stomach to un-snap my jeans. If ever there was a last chance to return to some semblance of sanity... To stop before I sold my pussy for a trip to Acapulco... I turned my head to break our kisses as I put my hand on Mr. Delaney's wrist to pull his fingers away.

Mr. Delaney hooked a finger into the waistband of my jeans and my weak attempts to move his hand went nowhere. Unfortunately, by turning my head I'd exposed my neck. I was quickly losing the will to protest as lips nibbled at my earlobe while a whisper of warm breath asked, "Cynthia, will it really matter how you get your B?

"Some students have an innate grasp for math. Do you think they feel guilty for using that gift," Mr. Delaney asked reasonably. Removing his hand from my jeans, he began lightly touching and tracing each of the attributes he listed, "Other students have a beautiful face... Soft lips that beg to be kissed... Perfect breasts with hard nipples that were just made to be sucked on." Mr. Delaney's hand lingered on my breast. Cupping and weighing it with his hand while trailing his thumb across my hard nipple.

Then Mr. Delaney's hand left my tit to trail the back of its fingers down the skin of my suddenly clenched stomach as he continued, " A fantastic figure and a tight... warm... wet... pussy." Just as Mr. Delaney said the word 'pussy' into my ear, his hand began rubbing my crotch hard in a slow, circular motion through my jeans. I hadn't even realized that my thighs had opened in invitation for the hand I'd known was coming.

At the first electric shock coming from my clit from Mr. Delaney's rough handling of my pussy, I knew I was lost.

"A month from now this will just be a memory you will laugh about as you lie on a Mexican beach," Mr. Delaney whispered into my ear. "A little fling... Nothing you haven't done before..." Mr. Delaney finished as his lips returned to mine.

I barely felt my jean's zipper opening. The hand on my back pulled me tight to Mr. Delaney's side as his other hand hurriedly worked to push my jeans over my ass and hips to my thighs. This time when the hand returned between my legs, it was to rub and circle my pussy lips in a faster rhythm with only my thin, lacey panties over my pussy. When I responded with only a low, throaty errrrmm from deep in my chest, Mr. Delaney knew I was his.

Mr. Delaney's mouth and hands and attitude became more possessive. Lips hard against mine forced my mouth open more as his tongue found mine. The hand on my back reached around me to grip my tit as Mr. Delaney's strong arm kept me hard against his side. Mouth and tongue stole my breath, while my tit and nipple were molded and pinched by strong fingers. But through all that I felt my panties pulled down and I felt how wet I was as fingers found and rubbed my clit before sliding down my slippery slit to push inside my pussy. First with one finger and then with two, Mr. Delaney began fucking me on his desk.

Oh, crap. I didn't even want to think how I'd look if someone walked in right now. Half-naked with a tongue trying to reach my throat while one hand mauled my tit. My legs open wide. The soft, wet sounds from my crotch sounding loud in the small office while I was finger-fucked on my professor's desk. But in a few more moments I didn't give a shit. I pulled away from Mr. Delaney's mouth when everything began to be too much. The muscles of my face went flaccid as I gazed at Mr. Delaney through slitted eyes.

"Don't stop... Don't stop," was all I could say as I lifted one hand from the desk. As Mr. Delaney's arm held me up, I put the fingers of my hand over my clit and began rubbing in time to the fingers fucking my pussy. The heel of Mr. Delaney's hand pressed my fingers deeper into my soft pussy lips. The extra pressure on my clit... My mind shut down as my knees bent, drawing my legs up to let my thighs fall open more. Ohhh, fuck....

I just need... I just need... A little more... Maybe I whispered that aloud or maybe Mr. Delaney read my mind, but at just that moment a third finger pushed inside my pussy and a few seconds later my mind and body seized up and I CCCAAAMMMEEEE...

Muscles I never knew I had until times like this, clenched and clamped my pussy tight around fingers still fucking me. Mr. Delaney's hand pressed hard against my pussy and stopped moving. But though his hand no longer moved, the fingers inside me never stopped. I could feel them inside me. Pressing against my pussy walls. Twisting and turning, opening and closing, stretching and manipulating the inside of my pussy in ways no cock ever can. As active as Mr. Delaney's fingers were inside me, my fingers never stopped strumming across my hard clit, pushing my orgasm higher.

But Mr. Delaney's fingers didn't remain inside me for much longer as my orgasmic voice rose in volume until Mr. Delaney clamped wet, pussy scented fingers over my mouth to muffle my sounds. Eventually, I couldn't bear the touch of my fingers on my over-stimulated clit and my hand stilled in a protective cup over my mound and engorged, very tender clit peeking out of its protective sheath. Gradually my body jerked and spasmed less and less until Mr. Delaney felt confident I was back in control of myself and removed the hand which had muffled the high-pitched tonality of my orgasm.

Though occasional shivers ran through me and my thighs trembled from cramping muscles, exhaustion took me as I leaned into Mr. Delaney's supportive arm and body. "Oh, my God, Mr. Delaney. No one's made me come like that in forever," I told him when my stomach muscles loosened enough for me to draw in a deep breath.

I tightened my hand's protective shell over my still over-excited clit when M. Delaney's hand reached towards my pussy. But he didn't try to touch me there nor did he finger fuck my pussy again. Fingertips played in the grool around my hole before being withdrawing to wet my lips. After my lips were well moistened, Mr. Delaney leaned his head down so we could both share in the taste and smell of my pussy.

Now that I was mostly recovered from my orgasm, I thought Mr. Delaney would bend me over his desk and fuck me. But I discovered he had other plans for me when I was pulled from the desktop and told me to get on my knees. My back was pressed against the desk so there was nowhere to go as Mr. Delaney began undoing his trousers and I got my first look at his cock. Nice! Not the largest I'd had inside me but definitely not the smallest either.

I've sucked off my share of boys, so I knew my way around a cock. Holding his cock to slow stroke it, I looked up to see Mr. Delaney watching me. His eyes closed in pleasure as I used the tip of my tongue to cover the delicate flesh of his bulbous tip with the pre-cum I'd milked from his shaft. Lifting and pressing cock against stomach, I licked the underside of the shaft from balls to tip. At the same time, I began playing with Mr. Delaney's balls. Cupping the ball sac in my palm I rolled his balls around with my fingers while continuing to lick and slow stroke the shaft.

Deciding I'd had enough play, I got down to some serious sucking. Sucking hard on just the tip caused Mr. Delaney to start rocking his hips in an attempt to force more cock into my mouth. With Mr. Delaney slow fucking my mouth and my own movements, my lips were soon touching my hand still gripping the base of his cock. Removing my hand let more cock enter my mouth and slide over my tongue until I felt the tip bumping against the back of my mouth. Straightening up on my knees let me position my head so my mouth and throat were better aligned. With only a little effort to control my gag reflex, I pressed forwards until my nose and lips were pressed against Mr. Delaney's hard pubis.

I could still, barely, breathe through my nose so I kept my mouth tight to Mr. Delaney's pubis for a slow ten-count. Knowing and feeling his entire cock in my warm, wet mouth caused Mr., Delaney to sigh, "Oh, my God. You're a better cocksucker than my wife."

Ya, know. Reminding a girl that the man attached to the cock in her mouth is married isn't usually a good thing. But I had no romantic fantasies about Mr. Delaney so his being married was his wife's worry.

Pulling my head back, I began stroking the entire length of the now wet and slippery cock. I wanted to jerk Mr. Delaney off with my hand for a while, still thinking he was still going to bend me over his desk in a few minutes for a standing-doggy fuck. But when Mr. Delaney gave a satisfied Hmmm and took my hand from his cock, he didn't help me stand up. Instead, he put his hand on the top of my head and pressed my head back against his desk. When I tried to put my hand back on his shaft, Mr. Delaney captured my hands and pressed them to his desk. I began to realize that Mr. Delaney was intent on mouth fucking me to completion.

That was okay with me but with my head in this position it was harder not to gag as thrusting hips forced cock tip into my throat. Apparently, Mr. Delaney thought that since I could take his entire cock in one position, then I could throat him in all positions. Thrusts came faster and harder and I wondered if I was going to gag first or get a bloody nose from the hard pubis colliding with my nose. The desk behind my head kept me from moving away and with my hands held captive, I couldn't push against Mr. Delaney to gain an inch. Hell, all my concentration was soon occupied with just being able to breathe as my nose began snotting up.

Fortunately, I didn't have to wait long before Mr. Delaney groaned and came. Unfortunately, Mr. Delaney thrust as hard as he could, forcing the back of my head against the unyielding desk as his cock tip slipped into my throat. I couldn't breathe as jet after jet of hot cum filled my throat and mouth. it was the first time I'd been throat fucked and I must have a weak gag reflex not to have choked on cock and cum.

Mr. Delaney may have sensed my distress because his cock withdrew from my mouth. Coughing to clear the cum from my throat spattered cum and spit across my tits but I didn't care. I could breathe again. Mr. Delaney walked behind his desk and came back with tissues so I could clean my chest and face. Blowing my nose, I wadded up the tissues and tried a three-pointer into the trash can. I missed but Mr. Delaney got the rebound and put the tissues into the bin.

Mr. Delaney was already pulling his trousers on. His attitude was of a man in a hurry. Typical male. Use a girl then leave a girl! Looking at the clock on the wall I realized his need for speed, it was time for his wife to leave her work.

As we dressed, there was the expected small talk, 'You were great! It was great! You were fantastic... etc., etc.' Once we were dressed, with the taste of his cum still in my mouth, I asked, "So, I get my B grade?"

"Oh, no," Mr. Delaney laughed and gave me a tight hug before his hands slid down to grab my tight jeans-covered ass. Spinning me, he pressed me to his chest and reached around to play with my tits. "This just got you a C-," Mr. Delaney said from behind me. "You said you'd do three extra credit assignments and study hard between now and the exam. You still have much more to do to earn your B grade."

Releasing my tits to finish buttoning his shirt, Mr. Delaney grinned, "My wife is leaving Friday evening to visit her parents. I'll call when the coast is clear, and you'll come to my house. From then until Sunday morning, we're going to fuck. We're going to fuck in every position you know and maybe some you don't."

"And I get my B, if I do that" I asked. I already knew I'd go when Mr. Delaney called. I'd had a mind-blowing orgasm and I was curious if he could make me come that hard again. I hadn't realized how much I missed earth-shattering orgasms until I'd had one after so long a dry spell. A snotty nose and choking on cum in my throat were small compared to that. Besides, I was curious to find out if Mr. Delaney knew positions I didn't know about.

"You'll get your B," Mr. Delaney assured me. Taking me in his arms again, he leaned in to give my neck another soft kiss and added, "But, if you'd rather have an A, for extra credit you'll meet me whenever I call between now and exam day."

I gave it very little thought before I hugged Mr. Delaney back and answered, "I think I want an A!"