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GRADES.TXT

                   M A K I N G   T H E   G R A D E
                                  by
                              Stan Kiley

   This is an absolutely true story.

   I'm a liguistics professor at a prominent Southern California
University (I've used the pseudonym of "Stan Kiley" here to protect me
from possible legal problems).  Although every professor dreams of
having his young female students offer him sex for grades, it had
never happened to me, or anyone I knew, until last year.

   Lisa T. was a freshman student, one of many in an overcrowded intro
class I was teaching.  The class is designed to serve as an overview
to the science of linguistics, to give the students a chance to decide
if they want to major in the field.  Most professors teaching this
section see it as their job to scare away the timid by making the
intro class fairly tough.  Linguistics is a demanding, tricky field.
We want to make sure a student is extremely serious before he or she
decides to choose it as a major.

   I noticed Lisa right off, for several reasons.  The strongest
reason was her body.  She was the quintessential beach bunny; she had
long blonde hair, obviously natural in color, a cute, pixieish face,
and a body that defined what wet dreams are all about.  Large, firm
looking breasts, a slender waist (just the right size to make you
imagine your hands around it), tight, round hips and ass, and long,
slender limbs.  She also had fullish lips, akin to those seen on women
like Michelle Pfeiffer, and stunning emerald green eyes.  Lisa always
dressed in a sexy way, but not sluttishly so.  She usually wore tight
T-shirts that stopped just above the navel, and flared skirts, usually
pleated, with brown penny loafers and rolled down socks.  A patched
demin jacket, one size too big, completed the look; trendy, but
individual enough to make her stand out.

   Lisa also was a standout in her attitude.  She was extremely
ambitious, crashing the class successfully even though there were far
more who wanted the class than we had room for.  People just seemed
unable to say no to her, and many of the male students stopped
pressing for admittance, to give her a better chance.  I'd never seen
such a thing before.

   All during the first half of the semester she dominated my
thinking, and especially my fantasy life.  I would often find myself
hard in the morning, recalling dreams that were full of her nude and
spread out on a bed, taking me into her or sucking me off.  Such
fantasies are harmless enough, and not infrequent for a single man (or
even a married one, I'd bet).

   But four weeks into the semester it was obvious that Lisa was not
doing well.  She had fluffed several of the assignments, and her first
two papers did not show any kind of grasp of the material.  When the
midterm came in the fifth week, I was not too suprised to see her
barely score a C, even given that I probably had a predisposition to
give her the benefit of the doubt - it's hard not to let your personal
lust influence your grading.

   One sunny spring afternoon, during the time I reserved to see
students, I heard a knock at my door.  This was not suprising; I
usually had a few students drop by after midterms.  Nothing like the
deluge right before finals, but I often saw as many or five or six.

   "Come in," I said.  It was Lisa, dressed as I had never seen her
before. She was wearing skintight white shorts, a white shirt tied
below the breasts, exposing her midsection and showing off her cafe au
lait tan, and sandals.  The obvious little nubs of her nipples showing
through the cotton shirt made it clear that she wore no bra.  She was
wearing some very subtle perfume, and though I could not identify the
smell I did respond to it.  I was glad I was sitting behind a desk,
let me tell you.

   "Do you have a minite, Dr. Kiley?" she asked, tilting her head
coquettishly.

   "Sure," I said.  "Close the door and sit down."

   She turned to close the door, and dropped her book bag as she did
so. When she bent to retrieve it, I could see the gentle curve of her
ass through the leg holes of her shorts, the rounded flesh joining
beneath that thin material.  I could just convince myself that her
puffy pussy lips were straining against the seam of her crotch.  I had
to tear my gaze away as she turned and sat opposite me.

   "What can I do you for?" I said, trying to sound clever, but
obviously flustered.

   She smiled a little.  "Well, it's about LE110.  I have this feeling
I'm not doing too well."

   "I'm sorry to say that's true," I said, thankfull for something
businesslike to talk about.  Maybe I could get myself to stop tracing
her nipples with my eyes.  "The midterm is 40% of your grade, and you
barely pulled a C.  That combined with your other work puts you at a
C- at best."

   "Damn," she said, biting her lip and brushing her hair back with
one hand.  Somehow she made the gesture seem sexy.  "I was planning on
majoring in linguistics."

   "I doubt you'd be accepted if you get less than a B in the intro
class. The department is small, and we can only take so many majors.
Maybe this is just not your field.  Have you thought of that?"

   "No," she shook her head, "I'm sure it is.  I've just been...
distracted this semester.  Moving in, meeting people, and I guess I've
been sort of intoxicated by your beautiful beaches."  She shook her
head, smiling a charming smile and looking out my window.

   "Well, I don't know what to tell you," I said, "I doubt you'd be
accepted by Dr. Darrigton with just a low C in 110.  Maybe you should
take an incomplete and retake it this summer."

   "Yes, I suppose I could do that."  She turned and looked me
straight in the eye.  I must admit that I had to struggle a bit to not
lower my gaze.  Those fiery green eyes were hard to stare into, and
the fact of my hardening cock did not help either.  This was a
student!  Probably 19 years old at the most.

   She leaned forward, resting her elbows on my desk, batting her
eyes.  "I had another thought, though."

   "Oh?"  My throat was suddenly very dry, and my voice barely made a
sound.

   "Maybe some... extra credit work?  You could replace some of my
early grades with new ones, if my work was good enough."

   I was a little crestfallen.  I really did not expect anything else,
but now it was clear that she was just asking for a break, like so
many students had.  And my answer would have to be the same to her as
it always was to them.  "Well, you see that's just not fair to the
other students.  I mean, they had to sink or swim based on their work,
without any second chance.  If I give you a second crack at it, this
means you're getting more than they are."

   She sat back in her chair and smiled.  "Well, that's true.  But I'm
willing to do things they probably are not, in terms of the extra
credit work."

   "I wouldn't even know what to assign you.  My class plan includes
all the basic elements of the science.  What would you do?"

   "Some special things," she said, standing.  Again, she locked her
gaze into mine, and I could not look away.  I was aware, however, that
her hands had moved to the snaps on her shorts.

   Snap!  The first one went, parting her shorts and drawing my eyes
to the gap it created.  Her skin was whiter there, but still smooth
and perfect.

   "You see, Dr. Kiley..."

   Snap!  Another snap, and the gap grew.  Now I could barely detect a
few wisps of her blond pussy hair, making it clear that she wore no
panties. I tried to speak, unsure of what I would say if I could have,
but my dry throat would not cooperate.

   "...I have a lot to offer the department..."

   Snap!  Three of four.  Her hands applied constant pull to the flaps
of parting material, so her pussy hair was completely exposed now.  It
was fine, blonde, and curled into a little twist.

   "...and especially a professor like you..."

   Snap!  All gone now.  The pussy hair ended a finger's width above
the beginning folds of her nether lips.  She shifted her hands,
slowly, and began to pull the shorts down over her hips.

   "...who might take me under his wing."

   The shorts dropped to the floor.  Her pussy mound was simply
delicious; fine and delicate and small, yet rounded and ready.  My
eyes were fixed upon that perfect cunt, when she sat back in the chair
and our eyes locked again.

   Seated in the chair, her gaze full of fire and lust, she began to
spread her legs, draping one over the arm, revealing her pussy and
allowing the lips to part slightly, her dew glinting in the light that
came through my blinds.  Her hands her working the knot in her blouse
now, and before I could try and speak the blouse came away, her large,
full breasts swaying into view.  Her aeriolas were large and bright
pink, the nipples erect and intensely suckable.

   Now she was nude on my guest chair, her legs spread and her tits
rising and falling with her breath.  She ran her tongue over her full
lips.

   "I am willing," she began, her voice a soft, sultry whisper, "to
let you fuck me in the pussy or the mouth, as you wish, as often as
you wish, for the rest of the semester."  Her hand had moved to her
pussy now, and she was stroking the area around her clit with a long
fingernail.  "For a simple grade of B+, I will become your sex slave.
What do you say, doc?"  She smiled, and I found myself smiling in
return.

   Up to this point I had been too stupified to speak.  This young
girl had a simply perfect body, and here she was, offering it to me,
for five weeks.  But something in her smile told me she was pretty
desperate, and something in me, a wolfish thing, responded.

   "So, that's your proposition, is it?" I said, a commanding tone
asserting itself in my voice.

   "Um, yes," she said, lowering her leg and clasping her hands
together. She was obviously suprised that I had not simply fallen at
her feet. Maybe others had.  I almost had.

   "Well, how do I know what I'm getting if I agree?"

   "I've shown you everything," she said, a slight whine in her voice.
"What more do you want?"

   "Well, you're a fox, no doubt, but you might be a lousy lay.  No, I
think a little demonstration of your sexual technique is in order.
You do a good job, and I think we have a deal."

   Her smile returned, and she ran the tip of her tongue over her
upper lip.  "No problem, doc," she said.  "I'm sure I can satisfy."
She stood and walked around to my side of the desk, her hips shifting
as she walked, that cute pussy drawing my attention away from her
lovely tits.

   "You'd better lock the door," I said, scanning her body up and down
as I pushed my chair back from the desk.

   She knelt in front of me and began tugging at my zipper with one
hand while she massaged my hard cock through my pants with the other.
"That's what I did when I droppped my bag," she said, then giggled a
little at my suprised look.

   She freed my aching dick from the confines of my pants, and began
to jack the shaft slowly as she blew a little stream of air at the
head. The effect was awesome, especially combined with the
anticipation I was feeling.

   "Nice cock, doc," she said.  "Would you like me to suck this nice
cock for you?"  Her eyes shined in the sunlight streaming through my
venetian blinds.  I was thankfull for a fifth-floor office.

   "Yes," I said, mesmerized.

   "Yes?  Shall I lick it and suck it, until you cum in my mouth?"
She bit her lip, her eyes dreamy, her blond hair just barely brushing
the insides of my thighs.

   I nodded, unable to speak now.

   "Oh, I can't wait to feel your cum in my mouth, warming my throat
as I swallow it..." She was obviously turning herself on with the hot
talk, but I doubted she could be as ready as I was.  Her soft tongue
snaked out from between those full lips and stroked the glans wetly as
her hand continued to jack my dick shaft.  I grunted at the hot
sensation, and she smiled, opening her lips and taking the head of my
cock into her sweet mouth.

   She applied a light suction as her tongue bathed the head of my
dick with slow, wet, lingering strokes.  Her lips were amazing; as
they wrapped around my cockhead, I felt little caresses encircling my
cock, all from the massaging movements of her lips.  I had to
concentrate carefully to avoid cumming right then.

   She withdrew my cock from her mouth and blew another stream of air
over the now wet head.  The coldness was startling, but when she
immediately took my cock back into her mouth, the contrast made her
mouth seem so fiery hot.  She took the head deep into her mouth now,
allowing her tongue and lips to slide farther down the shaft until
about half my cock was inside.  This she did slowly, carefully, her
lips and tongue never ceasing their small movements.  Again she
withdrew her mouth and blew on the wet flesh of my dick, then quickly
took it back in, warming it and sucking it.

   She began to suck more quickly, her head bobbing as she took my
shaft in and out of her mouth, my cockhead never leaving.  On each
downstroke she took me fractionally deeper, her tongue occasionally
reaching out along the underside of my dick, past her lips, stroking
the shaft with long writheing licks.  This girl's mouth was made for
sucking, that was clear. As a single, fairly well-off and attractive
man I have had my fair share of blowjobs, but this redefined the art
for me.  Her small, wet mouth was like a sucking machine.  I felt her
warmth and her caresses along every inch of my cock.

   As I felt my cum beginning to percolate up from my balls, she
finally reached the base of my cock, her strokes never ceasing, and
now as she was taking me all the way into her mouth and down her
throat, she began to twist her head from side to side, the rotation
adding a third level of stimulation to my dick.  I was going to cum
any second now, and I knew it was going to be a massive orgasm,
perhaps the biggest of my life.  My head was swimming.

   Then she pulled her mouth away and smiled at me, her green eyes
flashing.  She went back to just her hand jacking the shaft.

   "Wanna cum, doc?" she asked, tilting her head and assuming a look
of total innocence.

   "Yes, please," I said, my cock farily vibrating with the need to
cum. She was jacking me just enough to keep me on the edge, but not
enough to push me over.

   I tried to move my hips, to force out dick faster through her hand,
but she just slowed her strokes to compensate, and I could not cum.
"Sure?" she said, a mischevious grin on her face.  "Don't you want to
fuck my pussy first, to slide this nice hard cock into my tiny wet
hole?"

   This talk was driving me insane.  All I wanted to do was cum,
somehow, anywhere.  "Later," I said.  "Suck me, make me cum."

   "Mmmmm," she said, closing her eyes and taking my dick back into
her mouth.  She liked hot talk too, obviously.  She began to suck me
deeply again, her lips and tongue squeezing and stroking, and I came.

   The first spurt felt like a firehose had been turned on, my cum
pouring from me in a thick pulse.  I was suprised that she swalloed
this with no strain.  But then my cum starting to really pour out,
spurt after spurt, more cum than I thought I could possibly produce,
and soon I overwhelmed her mouth.  Thick strings of cum began to
squeeze out of the corners of her mouth, and her tongue strained to
catch them.  Soon I felt cum dripping onto my balls, mixed with her
hot saliva.

   When the spurting had stopped she gave my shaft a last, long, hard
suck, then began licking the cum from my thighs and balls.  My vision
had gone "sparkly" for a moment, and she looked like a fairy, her face
and tongue darting over my groin, licking and kissing.  When she was
done, she moved up and straddled me, sitting facing me on my lap, her
legs folded and her knees on the arms of my chair.  I could feel her
wet pussy pressed up against my deflated cock.  Her big tits were
hovering in front of my chest and I watched them rise and fall as she
breathed.

   "So, doctor Kiley, is a semester full of blowjobs like that worth a
B plus?"  She licked her lips suggestively then blew a cool stream of
air at my face.

   "If your pussy is half as good as your mouth we have a deal,"  I
said, amazed that I had the strength to ask for more when I would have
willingly died for five weeks of blowjobs from her.

   "You mean this pussy?" she asked, and I felt her pussy flex as she
tensed her muscles.  "This little pussy?  I think you'll like it."

   Then an incredible thing happened.  As she moved her pussy muscles
I felt the head of my soft cock being drawn up into her, as if her
pussy was sucking me in.  She moaned and drew my right hand to her
left breast, and as I rubbed and thumbed her hard nipple, I felt my
cock begin to rise.  She looked suprised too - she was not expecting
this to work so well - as my cock grew into her.  My the time I was
fully hard again I was buried in her buttery cunt, and the feeling of
her soft pussy enveloped my cock and seemingly my whole body.

   This sensation obviously turned her on greatly.  I felt her pussy
getting warmer and wetter by the minute as she began rocking her hips.
I leaned forward, bringing myself to my feet and laying her back on
the desktop, all my papers and things pushed onto the floor as I slid
her onto the desk.

   I was standing between her legs now, and I could see her small
pussy stretched as I began to pump in and out of her.  I looked at her
face and her eyes her were closed tightly, her head slowly turning
from side to side as I fucked her.  I could not believe how hard I was
so soon after having just cum.  It was like I was fucking her with a
steel pole, and she loved it.  Her hips were churning and snapping and
I could feel her heels in my back, pushing insistently as we fucked.

   "Nice pussy, Lisa," I said, and she moaned.  "So tight and hot.  Do
you like my cock in there?"  She grunted in the affirmative, and I
doubled my pace.  She hissed in a long breath and began rubbing her
nipples.

   "Fuck, fuck, fuck," she was chanting just under her breath.  I
started a circular motion in my pumping, the feel of her pussy walls
driving me mad, and she responded with circles of her own.  Suddenly
her pussy tensed, gripping me like a fist, and I could feel her cum.
Her face was rock still, and she seemed suspended there, her body a
tense, vibrating thing as her orgasm grew.  Then she hissed again, and
drew herself up on her elbows.  She stared right into my eyes as she
came, high whines coming from the back of her throat, the hot slick
wetness pouring out of her, around my throbbing, pumping cock, and
dripping onto the floor. Her hips were really bucking now, and I felt
my cum begin to rise.  Not knowing if she was on the pill or not, I
thought I should warn her.

   "Gonna cum, Lisa."

   "Cum in me.  Just cum in Lisa's pussy," her voice was breathy and
wild, and that combined with the sensation of her hot pussy drew
another massive orgasm from her.  The dripping cum doubled in quantity
as my seed spilled out of her crack each time I pumped into her.  My
cock was pusling like a giant vein, and I felt feint.  Soon I
collapsed forward, driving her flat on the desk, kissing her tits
wilding and sucking her nipples.  She was still cumming, but the waves
were fading, and I felt my cock slip out of her.

   We laid like that for several minutes before she licked my ear and
said "That was great.  We have a deal?"

   "We have a deal," I said.  "Same time every day."

   She pulled her head away and looked suprised.  "Sure you can handle
that," she said, a sly grin on her face.

   "You bring out the best in me, girl," I said, and showed her that
my cock was only semi-soft.

   "Tomorrow," she said, laughing.  "I gotta get to class..."
