Extra Credit 17

I am a college student who usually pulls good grades. I am 5 feet even and weigh 100 pounds. I have 34C tits and am told I have a great body and an even better ass. This quarter I had a class that was giving me a lot of trouble.

I went to class hoping I would be able to talk to my professor, Ryan, after class to see if there was something I could do to get my grade up. There was no way I could fail. After class I went up to my professor who is actually quite hot. He's about 33 with an amazing body. He's about 6 feet and very fit with a great butt. He's got dark hair and eyes and tan skin. I sat in the front row of class and sat next to the very sexy T.A., Andy. Andy's about 5'4 and also has a very hot butt and fit body. He's got dark hair and killer green eyes. He's about 27. I was wearing a short skirt and tiny tee shirt. I didn't have on any underwear or bra. I didn't know how I was going to get my extra credit but I did know what I was willing to do.

After class Ryan was talking to Andy. I waited for the room to pretty much clear out as I gathered my things. I went up to Ryan and told him I was concerned about my grade and asked if there was ANYTHING I could do for extra credit, running my hand through my light brown hair and down to my lip, biting down on my lip and giving a flirty look. Ryan looked turned on but told me that I also needed to be kissing up to Andy since he did the grading. Andy looked at Ryan and then at me and decided the three of us should go to Ryan's office.

Since class ended at 10 at night, the building was pretty much deserted. We went in the office and Ryan locked the door behind him. He told me to have a seat on his desk and the two of them sat next to each other facing me. Ryan asked Andy how badly I was failing and Andy told him that I would need to do a lot to get my grade to where I wanted it. Andy told me that a good start would be to strip. I stood up on the desk and peeled my almost see through top off to reveal my tits. I ran my hands across the top half of my body and then down to my skirt. I could see both guys' cocks growing harder. I ran my hands under my skirt and dropped it to my ankles and kicked it off along with my flip-flops. I stood there completely naked and completely turned on by the thought of what these two hot guys had planned for me.

Ryan told me that I was slowly working my way up, but we were nowhere near done. Andy told me to come over and give him a lap dance. I walked over to Andy and bent over in front of him so my ass was in his face giving him a peak at my already wet pussy. I slowly stood back up and turned around. I stuffed my tits in his face as I started to undress him. Ryan took his cock out and started stroking it. I had Andy completely naked and took his wide 6-inch cock into my mouth. I started sucking him hard taking him all the way in. Ryan started stroking himself faster and faster. I walked over to Ryan and gave him the same peak at my pussy as I did Andy. I stripped him down and sucked his cock as a tease while Andy stroked his cock.

Andy stood up and cleared the desk and told me to lie down. Both guys told me that my mini blowjobs helped my grade. Ryan said that since I got to watch both guys play with themselves that I had to play with my self too. I ran one hand down to my slit and started slowly rubbing my clit. I ran my other had across by tits and teased my nipples. I started rubbing my clit faster and stuck two fingers in my pussy. I fucked myself hard, almost cumming. Both guys' cocks were throbbing now as they stroked themselves. They couldn't hold out much longer.

Ryan told me to get on my hands and knees and face the two of them. Andy came in front of me first and fucked my face. Once it was nice and slippery from my mouth he came behind me and stuck it into my ass as I let out a loud moan of both pleasure and pain. He fucked my ass hard as I let out loud moans. Ryan started to fuck my mouth. I took all of him into me sucking him as fast and hard as Andy was fucking my ass. Andy grabbed my hips and forced himself in deeper and faster into my virgin asshole. Ryan was teasing my nipples as I sucked him off. Andy slid three fingers in my cunt and I lost control. I came so hard that it set Andy off. He came in my ass shooting load after load of his warm cum in my ass. Ryan came shortly after as I swallowed all I could. Andy told me that my grade was definitely rising but we still had work to do. Ryan flipped me over and stuck his 7-inch cock hard in my pussy. Andy came over me and stuck his cock back in my mouth and faced Ryan. Andy ran his tongue down my body and started flicking my clit with his tongue as Ryan fucked me harder. He called me a little slut and told me to suck Andy harder. I sucked Andy hard and fast and he licked my clit faster. Ryan kept talking dirty to me and it made me want to be fucked even more. He kept saying "Yeah slut you like being fucked hard, suck that cock you dirty bitch you know you love cock. Andy came and I swallowed his cum. He got off me and started sucking my tits hard and rubbing my clit. Ryan fucked me so hard and I lost control. I came on Ryan's cock and he didn't slow down. He told me to tell him to fuck me harder and I did. I couldn't take how hard he was fucking me and I came again. This time so did Ryan.

They told me I was at a B- and that I could get my grade to an A if I wanted to. Of course I did so Andy told me to straddle him. He lowered me onto his cock and Ryan came behind me and stuck his cock in my ass. The two of them fucked me, on hard cock in my ass and one hard cock in my pussy. One thrust up and one thrust down. The pleasure was so intense I came on Andy's cock my pussy dripping juices all over. I ran my hands all over Andy's body and he started rubbing my clit again. Ryan fucked me so hard in my ass and Andy fucked me just as hard in my pussy. I lost control and came again as Ryan shot his cum in my ass. My intense orgasm caused Andy to shoot his cum inside my pussy. This put me at a B+.

Andy told me to get on my hands and knees and entered my pussy from behind. Ryan came over and stuck his cock in my pussy too. As one thrust in, the other went out and I screamed out in ecstasy. I slammed my pussy back on both of their cocks as they thrust inside me. Ryan came over and told me to ride him. I straddled him and rode his cock causing me to cum again. Andy was playing with my tits from behind and smacking my ass. I took Ryan deep inside me and rode him as hard as I could. He came again and told me to do the same thing to Andy. I rode Andy hard and fast as Ryan slapped my ass and told me to be the slut I am and fuck Andy harder. I came all over Andy's cock as he shot his load into my pussy.

Ryan and Andy decided that they would give me an A as long as I met them after class once a week and I let them have their way with me like I did today. Every week I kept my end of the barging and let them fuck me like the slut they wanted me to be.