Passing Grade

"Gentlemen," the commanding voice came from behind them just as they reached the door to the hallway. Turning, they looked at their professor. He motioned them back into the room. "Close the door."

They did as they were told and then approached his desk. He sat behind it, his fingers steepled in front of his face as his blue eyes regarded them. No emotion crossed his face.

"Sit down," he said. Once they were seated, he continued. "I won't beat around the bush. You're both failing this class miserably. What are we going to do about that?"

"Um, extra study?" the first one answered, shifting in his seat.

"It is possible," the professor mused. "But you would have to study twenty four hours a day to catch up with the rest of the class Michael. What about you Darren? Do you have any ideas on how to pass my class?"

"No sir," came the low answer.

"Is there anything we can do?" Michael asked almost desperately. He had to pass all his classes to remain quarterback. Darren had to do the same to remain center.

"How much do you want to graduate college?" the professor asked, one eyebrow rising slowly. "Are you willing to do anything? Anything at all?"

Michael shifted in his seat, not at all sure the hardening of his cock was appropriate at that point in time. There was just something about the professor that made him hard. It was disconcerting to say the least, especially when he had hot sweaty dreams of his professor fucking him. He turned to Darren and the other man nodded. They WOULD do anything to pass this class.

"Darren go lock the door," the professor commanded. Then he waited silently as the young man complied with his wishes. Soon he had them before him again. He looked from one to the other. Football players, they were his weakness. It was the thought of those strong muscles shifting beneath their skin. It was seeing their firm asses encased in tight pants, bent over as if begging to be fucked hard.

"I am going to offer you a deal," he said as he continued to watch them, his cock stiffening in his pants at the very idea of what he would make them do to earn their grades. "It is just between us and not to be discussed with anyone else. Is this agreed?"

"Agreed," Michael said quickly for both of them.

"You both have two free blocks after my class every day," the professor began. "Each day, starting today, you will remain behind. If anyone asks, I am providing additional instruction to help you obtain a higher grade."

"Ok."

"For those two hours, you will be mine." the professor purred. "You will do whatever I say and you will offer up your asses to my cock whenever I wish. If I tell you to suck each other off, you will do it. If I tell you to shove your cock up Darren's ass while he takes mine down his throat, you will do it. Is that clear?"

Michael gulped as his cock jumped to attention. He turned to look at Darren and saw his roommate's eyes darken with lust. He saw Darren nod slightly and then he turned back to face the professor.

"Agreed," he said huskily.

"Good," the professor smiled. "Now remove all your clothing save your jackets. It pleases me to fuck you with them on."

He practically purred as they complied. Smooth hot skin was revealed to his hungry gaze. He noted how hard their nipples were. He caught the blush that stained their skin as they pulled off their pants and underwear to reveal hard cocks. It pleased him.

"Take your seat, Darren, and move it closer to my desk. Right up front," he commanded. Once the young man had complied, he continued. "You will sit in that chair and you will watch everything that happens. You will not touch your cock until I say so."

Darren nodded as he took his seat. His cock bobbed in front of him, curving up toward his belly. His nipples were tight little peaks and the professor ached to pinch them, make some sound of pleasure slip from those silent lips. That could wait, however. Michael would be the first.

"Come here Michael," he ordered. "Stand in front of me, facing the desk and your friend. Do not speak unless I tell you to."

Michael swallowed hard as he walked toward the front of the desk. He felt exposed even though he still wore his jacket. His cock bobbed as he walked and when he looked down, he could see the very tip glistening with precum. He moved to stand in front of the professor and faced the desk. His ass was now right at eye level with his teacher. He felt both vulnerable and excited.

"Bend over and spread your legs wider," the professor commanded, his hand dancing lightly down Michael's skin. Immediately the quarterback complied. He wanted it, the professor could tell. Such a tight ass he had. It begged to be plundered. It begged to have his cock ramming it hard and fast until he filled him with his cum.

Slowly he stroked Michael's ass, caressing it. He used his thumbs to part his firm cheeks, revealing the tight rosebud of his anus. With a gentle finger, he circled that opening, pressing every so often.

"Michael," The professor said. "I want you to tell Darren everything you feel me doing to you. I want you to describe it to him as I do it. I want you to tell him how good it feels."

"He's... circling my anus with his finger. It... feels...um good," Michael began. He heard the sound of a drawer opening and then something cool touched his skin. "It's cool and slick, his finger. He's pressing it into my ass slowly. I can feel it sliding in. It feels... god, so good but tight. His other hand is stroking my balls, cupping them, rolling them back and forth. My cock is so hard and its dripping. It feels... ahhh."

"That's it Michael," the professor purred as he prepared him. He pulled his finger out to apply more lube and then pressed two inside the tight hole.

"Oh god, another... he's got," Michael panted as he was stretched. "Two... he's just pressed two fingers into my ass. I feel... stretched. I can't help it... I want it.... I want more. My cock is throbbing and hard."

Darren moaned softly as he watched. His cock ached and his hand twitched as he tried to keep from wrapping his fingers around his throbbing shaft and jerking off. But the professor had said to wait until he was told he could. The sight was intensely arousing, Michael bent over the desk with the professor finger fucking his ass. He could see Mike's cock twitching and leaking precum onto the dark wood.

Desire hummed through the professor's body as he wrapped his free hand around Michael's cock. Another dip into the lube and he pushed three fingers steadily into the tight opening. Michael was almost ready. Just a hook of the fingers and...

"Oh my fucking god," Michael groaned, letting his head fall down to the desk as pleasure shot through his body. "I don't know what he did but it feels fucking incredible. I'm shaking with it."

Slowly the professor rose to stand behind Michael. He parted his robes and unzipped his pants, letting his long cock slide free. He tapped it against his quivering anus, teasing the opening and making Michael groan louder. Looking up he watched Darren. The young man's hands were twitching. He wanted to jerk off badly.

"You may play with your nipples Darren," the professor said. "Nothing more. Twist them. Pinch them. Feel how they tingle and send electric bolts straight to your cock. But keep your eyes on Michael. Watch him. Watch his face."

Darren simply nodded. His hands quickly moved to his own chest. He tweaked his nipples, pinching them and rolling them between his fingertips. The professor was right. Shards of pleasure shot straight to his groin. His eyes never left Michael's face. It was flushed with desire. His mouth hung open and his tongue would snake out to lick his lips. An image of that mouth around his cock shot through Darren's brain and he groaned.

"His cock," Michael moaned. "He's cock is teasing around my ass. He's tapping it against my anus and it makes me quiver. Every nerve seems like its burning. There it is. Oh god, he's pushing his cock inside me. It's hard, so very hard. He's filling me. He seems so huge, so thick. I've never, but it feels so good. I can't. His cock is up my ass, Darren. He shoved his cock up my ass and it feels so incredible."

"Tell him more Michael," the professor encouraged through gritted teeth. His cock was enveloped in tight hot heat. Michael's internal muscles gripped him and it felt amazing. He knew fucking these two would be so good. Slowly he pulled out and then thrust forward again, rocking Michael against the desk.

"He's.. Ah... he's moving now, thrusting into me. He's filling me with his cock again and again. His hand is stroking my dick. He's pushing me into it. I'm gonna cum on his desk with his cock up my ass. He's going to fill me with his load. He's fucking my ass Darren. Slow and steady, he's fucking me."

The professor set a smooth pace, angling his cock to hit Michael's prostate. Each time it made the young man stutter and the professor smiled. He raised his eyes to Darren, sitting in the chair. His cock was leaking steadily and it dripped down, sliding over his shaft and making it glisten. Eager hands rapidly pinched and twisted his nipples as Darren sought more pleasure.

"Stand up Darren," the professor commanded huskily. "Stand right in front of Michael. See how close his mouth is to your cock?"

"Yes," Darren moaned as his dick bobbed only a centimeter away from Michael's lips.

"Open your mouth Michael," the professor ordered. "Open it wide and relax your throat. That's a good boy. Darren, move closer. Slide your cock into his mouth. Just right. His mouth is hot, isn't it? It is wet and slick around you. Fuck his mouth Darren, fuck it slowly. Thrust at the same time I do. He's going to give great head."

Darren moved in time to the professor's thrusts. Each time the head of his cock hit the back of Michael's throat. Then Michael would swallow and his muscles would grip Darren, making him moan louder and louder. Michael did give great head and he was close to cumming.

"Not yet Darren," the professor commanded. "Do not cum. We're going to fill him at the same time. He's going to drink your cum, swallow it down that lovely throat and I'm going to fill his ass."

Michael's whole body quivered. Pleasure raced through him as the professor's cock shoved deep into his ass, pushing him forward onto Darren's cock. His roommate tasted musky but it was a good flavor. He never knew he would like sucking someone off while he got his ass totally reamed. Moans worked their way out of his mouth around Darren's cock. Those hands that had snapped him the ball on ore than one occasion now buried in his hair. Darren, his best friend, fucked his face with abandon.

The professor gritted his teeth. Watching Darren while he shoved into Michael's ass again and again was sending him into a bit of an overload. He could feel his balls tightening, knew he was about to shoot his seed deep into his sweet ass.

"Just a few more moments Darren," the professor purred. He held the image of them in his mind as he let go. "Now Darren. Come for me."

A low moan stole from between Darren's lips as he let go, filling Michael's mouth with his cum. He growled at the rapid swallowing that followed, his body quivering and thrusting erratically.

The professor moaned. The timing wasn't perfect but there would be more opportunities. Once Darren finished, he wrapped his arm around Michael's waist and sat back in his chair, driving his cock deeper into the young man's ass. He hooked Michael's legs over the arms of the chair and lifted him, giving himself enough room to thrust.

"On your knees before us Darren," he commanded as he moved steadily. "Suck him. I'm going to fuck your mouth with him."

Darren hurried around the desk, dropping to his knees and taking Michael deep. His roommate groaned loudly at the dual sensations. Then there was nothing but the pumping of his cock in his mouth.

The professor thrust faster and faster, hitting Michael's prostate repeatedly. He was so close, so close to filling that sweet ass with his come. But he had to see. Leaning slightly, he watched as each of his movements pushed Michael's cock into Darren's mouth. It was perfect, beautiful.

"Yes, such a sweet ass you have Michael," he said. "I'm going to enjoy fucking you, making you take my cum. Take it now, hard and fast, I'm going to fill your ass with it."

Michael moaned as the professor's hips jerked erratically. He felt the hot pulse of seed in his ass and it was too much. He let out a long low groan as his ass was pumped full of seed and his cock jerked inside Darren's mouth. Too much, it was too much. His body exploded and his cum hit the back of Darren's throat. Each pulse matched the thrust of the professor's cock up his ass. Then they collapsed. Their breathing was heavy, puffing out of their mouths in shallow pants. Sweat glistened over their skin.

Slowly the professor lifted Michael, bending him once more over the desk.

"Come here Darren," he purred as he stroked his fingers over the glistening opening. He waited for the younger man to rise and look. "See how his ass shines with my cum? How it quivers each time my finger even comes close to it? That is how it will be with both of you until the end of the third semester. You will let me fuck you at any time. You will take my cock in your mouths and drink my cum. You will feel my cock sliding in and out of your asses, making you moan and writhe with the pleasure of it. That is what you will do for a passing grade."