Making the grade

As the graduate assistant instructor for a first aid class, I really wasn't much older than my students. At least I didn't think so. I was 30, they were 18-22, so not much of a difference anyway. There were often female students that I would flirt with, innocently of course, as I wanted to keep my job. The school had an open door policy, which meant that if you were confering with a student of the opposite sex, your door should remain open. That way there could be no allegations of behind-closed-doors deals made.

I had never even considered having sex with a student. OK, I take that back, I often considered it, usually while alone in my room at nite, and sometimes in my office with the door closed, alone. But never tried to go forward with it.

Anyway, this semester there were several girls that I believe all hung out together. They always arrived at the same time, sat together, and usually got pretty close to the same grades. These girls were very fashionable. They always wore great fitting clothes that showed how well they maintained their figures. Lots of low riding jeans and half shirts that show the stomach. Just enough cleavage to let you know they have more.

This particular class one day was practicing their CPR skills. If you haven't had CPR, then let me tell you. It involves the girls kneeling over the maniquin, doing compressions that makes their whole body bob up and down. I often find myself daydreaming that that bobbing is going on in my lab. Head up, head down, hair all around. But I digress.

This day, the girls were dressed for some party or event after class and were dressed to kill. Short skirts, low cut tops. Just the sort of clothes you shouldn't wear to practice CPR. I had warned them, so they had to do it anyway. As you can guess, lots of cleavage. They might as well not have been wearing tops as I got a great view of their breasts and bras while they did their practice.

After class, I heard several of the male classmates remarking about what a tough job I had, having to sit their and watch the show and not do anything about it. How true.

But, these girls had not been doing so well in class, and as this last test was do or die, they were not going to pass without some extra credit, which I always allow because I'm a big softy. Anyway, the girls asked if they could come by my office after their party and discuss extra credit. I told them I would be there until 5. I wasn't exactly waiting for them, usually students don't show up. Just as I was about to leave, all three appeared at my door. Being that it was 5pm, everyone else was gone or going, so we were basically alone in the building. As I mentioned earlier, the open door policy was still in effect, but with everyone gone, anything could have happened. And it did!

Let me give you a mental picture of these girls. August is the petite one, a cheerleader, 5ft about 100 pounds, but curves in all the right places. Not large breasts, but proportional to her size. Sarah was a larger girl, not fat, but a hint of Russian in her alludes to her 5ft 10 inch frame, and I had guessed at 36-36D breasts. More than adequate. Mandy was the last and probably the most attractive. She has all the features, striking eyes, pouty lips, round ass, and great breasts. Best of all was her hair, she wore it so that only half of her face was visible, making her mysterious.

This is what happened, and I swear it is the truth!

August started out by coming around to my side of the desk and explaining that they needed to do some extra credit, and asked if they could do a project together. As she was asking, Sarah and Mandy took a seat in a pair of chairs across from me. August stood next to me, watching her friends and placed her hand on my shoulder. Her touch made me look up at her and while I did, Sarah reached over her head in a fake stretch that caused here short shirt to rise up over her tits. Since she wasn't wearing a bra, I got a great view of what I had been dreaming of. So the cat was out of the bag so to say. Immediately, August gasped (fake) and Sarah acted all innocent and embarassed. Mandy just laughed and it became apparent that she had been drinking, because she was slurring as she told Sarah "I told you that showing your tits wouldn't get you a grade". I immediately remarked without thinking "It might".

They had me. These girls came to my office to do some extra credit and now they knew I was game. Sarah never put her shirt down, instead she took it off. She leaned over the desk toward me and said "So, is this good enough for a grade?". I told her "No, I can see tits anytime at the strip club, you will have to do better than that.". August's turn. This whole time I was so fixated on Sarahs glorious tits that I forgot about August. Suddenly my chair was spun around and I was staring a August. Completely nude and sitting on a ledge behind my desk. As my chair spun around, she put her feet up on the arms and stopped it so that I was staring, no more than 2 feet from her beautiful pussy. She said "Well, I want an A and I'm not going to mess around." At this she pulled my face toward her cunt and instructed me to enjoy myself. That I did. I forgot about the other two and immediately dove tongue first into her pussy. I had always wondered about cheerleaders, and it's true, completely shaven. Beautiful. She tasted sweet, young, and innocent (right). I didn't waste time trying to make her feel good, it was August that needed the grade, not me. I ate her like I would never get another taste of young snatch in my life. I tongued her clit, licked every drop of juice that flowed from her, and I guess she liked it too, because after a couple of minute, she exploded into my face and dug her nails into the back of my scalp as she orgasmed. Luckily she was quiet about it. When she finally let me up for air. Mandy was standing there completely nude. She had a flushed look about her, and her fingers were wet, telling me that this show had gotten her excited and she didn't wait for me. August let her feet down and sat on the floor behind the desk as Mandy spun the chair around to face her.

Needless to say, my dick was bursting to be let out, and Mandy wasted no time in setting it free. I am not a well endowed man, average 6-7 inches, but with about 10 years more experience than these girls, I had far more staying power than they were used to. Mandy fell to her knees and took my dick in her mouth slowly. Licking the tip and using her hand to work the shaft up and down. As she wet it with her saliva she took more and more into her mouth. I am not overly large, but I had never had a women take the whole thing in until now. I was amazed, I wanted to shoot my load into her immediately, but I was able to hold on. The sight of her plunging her mouth down on my dick until it dissappeared into her was amazing. I could actually feel here throat, just like the stories say. While Mandy worked by dick, Sarah came around, bent down slowly and took off her skirt while saying "I guess I'll have to get in on this too, or I won't pass". I didn't argue as she pressed her mouth to mine in a deep kiss. I let my free hand explore her leg and wasted no time going right to her snatch. She had a mound of pubic hair, giving me something to run my fingers through, which seemed to turn her on, as her hair slowly became wet with her juices. I found her lips swollen and pressed my thumb into her wet canal and worked it around until she spread her legs to give me more room to work. Mandy was still working my dick, but slowed and stopped. I stopped kissing Sarah just in time to see Mandy, facing away from me and lowering herself onto my prick. She was soo tight I thought she was going to scream from the pain of being spread open. Instead she motioned for August to come around in front of her. I though she needed some support so she could ride me, but instead they locked in a kiss the likes of which I had only seen on porn films.

Mandy started working my dick hard, not gently, but bouncing up and down like it was some sort of ride. I guess she liked it rough. It actually hurt a little, but I wasn't complaining. The problem was that I was sliding out of my chair. When I hit the ground, Mandy never missed a beat, she didn't even fall off. Now I was lying on the ground with one girl riding me like a bareback while making out with another, and wouldn't you know it, my dreams came true as Sarah squatted over me and sat on my face. I had dreamed of this situation with two girls, never three. One fucking me crazy, another squirming around while I worked my tongue like a madman. I finally had enough and with a muffled sound, told them I was going to come. Mandy immediately jumped off and both her and August took turns swallowing my dick, one lick each. As I was nearing climax, I grabbed Sarah's tits so she couldn't get away, pulled her down onto my face harder, and started cumming like I never had. I couldn't see anything, but I know that none escaped unswallowed. There were always lips surrounding my dick with each spurt. They expertly pumped me dry.

Now being a man well past puberty, I need a few minutes to recuperate. I never let go of Sarah and indeed worked her until she was nearing orgasm. I could tell because she had grabben ahold of my hair and was holding my head to her. When she finally let go, I though I might drown from the abundance of juices she let go. She did let me up as she collapsed forward. I lay there exhausted. Three girls fulfilling my fantasies nearly completely. You noticed I said nearly.

As I was catching my breath, Mandy said " I haven't come yet, everyone else has, it's not fair." I told her she would have to wait a minute before I was ready to go again, but that was too long for her. Now my fantasy is complete as I witnessed August lay Mandy down and go to work on her snatch with a fury that only a woman can have. And the best part came next as Sarah moved over to August and went to work on her. It was a little train of beautiful women and all I could do was watch in fascination.

Slowly I rose to the occasion again, and moved behind Sarah as she was at the end of the train. She was lying on her side so I rolled her onto her knees and knelt behind her. I went right for the bullseys and sunk my dick into her snatch to the hilt. This was a bit of a surprise for her I guess because she bit into August enough to make August yelp. I grabbed onto those hips and went to work. If you are a guy, you know that the second time around always lasted longer. I know I always do, so I knew that I was going to get a lot out of this one. I wanted to fuck each of them in turn and work my way back and forth. I formulated a plan and pulled out of Sarah. I ordered them to lay on their backs next to each other, legs held high. I started with August as she hadn't had me inside her yet. I was scared that I might hurt her. I had never fucked someone so small, but as I slowly started to enter her, she told me to slam her hard, so I did. Surprisingly, she loved it and it didn't hurt. I gave her about 10 good thrusts, pulled out and moved to Mandy, did the same thing and moved to Sarah. I went back and forth like this for several cycles. Then I had them turn onto their hands and knees and I gave it to them from behind. I love doggy style better than any other, so I really worked each of them good. Before long I could see that they were getting tired, so I climbed back into my chair and let them finish me off orally. Three heads bobbing up and down was way better in real life than any fantasy I had during classtime. As I was finally about to blow my load, knowing that it would probably be my last with them, I held on as long as I could. When it was inevitable, I told them to all get as close as possible and I would give them facials. As I came onto their faces, I never realized that women like the taste of cum so much. They were licking it off of my, off of each other, and pumping my dick for more. They loved it.

Afterward, I got dressed, they got dressed and I told them that they would probably pass the class, and if I thought there might be a prolem I would let them know. They huddled for a moment and then August said " If you think we need to do more work, just let us know, we are willing to do whatever it takes to make the grade".

Those are good students.