Bad Grades

I was terrified. Sitting alone in the hallway outside my classroom was creepy by itself; with half of the lights dimmed and the other classrooms closed and dark, I was beginning to feel like I was in a horror movie. One of those slasher ones where the dumb schoolgirl trips over nothing and gets cut to ribbons.

On top of that I had to stay behind so I could get told I was failing, a fact I was very much aware of. Even though I was twenty-one, I was in a lot of clubs. Usually they were for the younger students but they were my favorite part of the day. Many of them had after school activities so it wasn't unnatural for me to get home after seven o'clock. This often left me tired and unwilling to do schoolwork, so more often than not I skipped it.

It's not like I hated school. The classes were stimulating and I liked them. I hated the people, the other students, the staff.

Well...

Not all the staff. I loved Ms. Matthews. She was smart and had a sharp tongue for anyone who interrupted her in class. And she was physically attractive with her broad shoulders, hazel eyes, and long brown hair that she usually kept in two long plaits down her back. Her voice was a little deeper than the average woman's but it was far from baritone and it always made me kinda hot. I sat with my legs crossed in her class.

"Come on in, Alice," somebody called out, startling me to my feet. I realized after I stood up that it was only my teacher calling me into the classroom and my ears burned with embarrassment. I fixed my skirt around my hips as I went, pulling it down to cover my butt. I had large hips and a pretty noticeable rear-end. Coupled with my long red hair and pale freckled skin, I was constantly made the target of crude sexual jokes. Boys would sneak up to me and smack me on the ass before running off laughing at each other.

One year somebody had even started the rumor that I had slept with Ms. Matthews. I had made the mistake of doodling in class while I daydreamed. Somebody, probably that obnoxious bitch Macy, whooped with laughter and when I came to I saw that I had written my first name and my professor's last name together with hearts. I ripped the paper out as fast as I could but that was all it took. It took a whole year before other students stopped mentioning it.

They still giggled when they looked at me.

"Alice?" I snapped back to the present and realized I was just standing in the doorway, not moving. My professor Ms. Matthews was standing at the board, chalk in hand, writing out the lesson for tomorrow. She was looking at me curiously, probably wondering why I hadn't just come in and sat down. "Close the door," she said quietly. I grabbed the doorknob and pulled it closed behind me. I heard the lock click into place and I clutched my books close to my chest, approaching her large mahogany desk slowly. "I wanted to talk to you about your grades," she told me, cutting right to the chase, "Honestly I'm more than a little disappointed in you. You're so smart and your potential is overwhelming."

Her voice was smoother than melted chocolate and I heard a touch of Irish in it that made me press my thighs together tightly. Professor Matthews gestured for me to sit down. Tucking my skirt under me carefully, I bit my lip and sat down in the armchair across from her. She looked at me with concern and frowned. "Your grades are suffering, Alice," she said, glancing from me to her laptop and back, "You've been failing assignments, failing tests, and not bringing in your homework." I clutched my books tighter and nodded wordlessly.

Professor Matthews sighed. "Look, I can't help you if you don't want to help yourself. You're going to fail my class."

"Isn't there some extra credit I can do to make up for my missing work?" I asked timidly, lowering my books.

"I gave extra credit assignments," my professor replied sternly, "Nobody did any of them. Nobody. Honestly, I don't know why I bother if you guys won't even do the original assignment." She rubbed her temple with her fingertips and sat back in her seat with her eyes closed. I felt a pang of guilt; she was counting on me to set an example and I was being just as bad as everybody else. I set my books down on the floor silently.

"P-Professor?" Ms. Matthews opened her eyes. Her eyebrows lifted in surprise when I loosened the last button on my blouse and I let it slip from my shoulders. I left my tie on, letting it rest on my breasts as I stood up. "I really,

really

need a passing grade," I said, leaning over her desk so my cleavage was taking up most of her view.

"A passing grade?"

"A

good

passing grade," I corrected.

"In exchange for what?" she inquired, folding her arms across her chest, "I've seen breasts before, sweetheart."

I faltered for a moment and bit my lip again. My professor looked at me expectantly without unfolding her arms. Rounding the desk slowly, I was relieved to see her chair didn't have arms. I lifted my skirt a little higher than necessary, revealing my blue lace panties, and straddled her lap. Her gaze softened.

"You really want to pass, huh?," she murmured as my arms wrapped around her neck. I nodded. Professor Matthews put her hands on my waist to steady me and kissed me just above my breasts. Instead of going down like I thought she would, she moved up and nibbled my shoulder. Her fingertips wove themselves through my hair. It felt nice, like a massage, and I let out a throaty moan.

My heart was pounding in my chest. What if we got caught? Would she get fired? I felt guilty again despite the heat between my legs and pulled away. Matthews looked at me curiously. Then she smiled, a dimpled mischievous smile, and my guilt was replaced with need. I reached behind me and unclasped my bra, letting it slip off my body to reveal my round pink breasts.

I wasn't endowed with huge breasts. They weren't even very large. They were handfuls and I liked them that way. Quite a few girls complained of back problems and never being able to find bras in the proper size that were comfortable but I had no such issues. My professor stared at them with admiration and I blushed.

"I like smaller breasts," she told me in a low secretive voice, "I don't ever know what to do with the larger ones." She took one into her warm wet mouth, making me moan and move my hips provocatively. Her rough tongue rubbed against my nipple slowly, making it swell up and stiffen. I bit my lip and watched her suck and kiss all over my breasts.

"Professor?" Her head jerked up, her forehead almost colliding with my chin, and she looked me in the eye.

"Don't call me that when we're not in class," she said firmly, "My name is Shane Amelia Matthews. You can call me by my name or you can call me ma'am."

"Y-yes ma'am," I stammered nervously. She grabbed my tie, wrapping it around her hand slowly, and pulled me closer until our lips were almost touching. The ache between my legs was turning into a dull throb. She slid her free hand under my skirt, caressed my thigh so I licked my lips in anticipation.

"What is it that you want to give me, Alice?" Shane asked, raising her eyebrows, "You never actually told me."

"I w-want you to have me," I murmured, closing my eyes as her fingers got closer to my pussy. I could feel myself trembling in her grip.

"Are you scared?," she whispered, bringing her mouth close to my ear. I nodded; I

was

scared. Scared that we would get caught, scared of failing this class... She pressed her fingers against the crotch of my panties. My body jerked and I had to bite my lip hard to keep from crying out. "Sh, sh, shhh...," Shane said softly, rubbing slow circles around my pussy through my panties. I moaned and laid my head on her shoulder.

It felt so good.

I was already soaking wet, I'm sure she could tell. My pussy throbbed with each pass of her fingers. I reached behind me and lifted my skirt, exposing my ass to the empty classroom. My panties were pushed aside and her fingers slipped into my entrance, stretching me and filling me up as they went deeper and deeper inside me.

"Oh my god!" I gasped and dug my fingertips into her shoulders. "Oh, fuck!" Shane kissed my lips as I cried out, muffling my words. I moaned as her tongue explored my mouth. Her fingers withdrew slowly, leaving me empty. "Please," I begged, "Don't stop." I grabbed her wrist and guided it back to my pussy but she pulled away from me. I looked at her fearfully; had she changed her mind? What if she told somebody I tried to seduce her?

She gripped the backs of my thighs and lifted me onto her desk easily. I spread my legs in a needy fashion, beckoning her to me. She stood between my legs and kissed me hungrily, her teeth scraping my lips in her haste. She pushed my skirt up to my hips and hooked her thumbs under the waistband of my panties, pulling them down over my ass carefully before removing them altogether. I could feel how wet I was when I squeezed my thighs together.

Then my skirt was taken off.

I looked up at her as she surveyed my body, blushing when she smiled down at me and kissed a haphazard trail from my belly button all the way up to my neck.

"That feels really good," I breathed, flinching a little when she pressed her lips to my ribs. She looked at me curiously. "I'm ticklish there," I explained. It didn't do anything to extinguish my mood however, and I found myself sliding a finger into my pussy. Shane watched me but I felt no shame as she did. I liked it, liked watching her eyes dart from my face to my pussy and back, liked the way her lips parted as she panted. I especially liked the way she bit her lip, the sharp points of her teeth digging into her skin as the lust showed in her eyes.

"You're a beautiful woman," Shane said, leaning over me as I fingered myself.

"Th-thank you, ma'am!," I replied eagerly. She busied herself with kissing my breasts, paying much-needed attention to my hardened nipples. I clutched her to my chest with my free hand as I continued to pleasure myself. My pussy stretched wider as her fingers joined mine and I cried out, unable to stop myself. It hurt but it felt good, and soon the pain was gone. I moved my hips, trying to get her to go deeper. She obliged me, pushing her fingers in until they hit my cervix. I gasped, looking up at her in shock, and felt the tug in the pit of my stomach that signaled an approaching orgasm. As soon as she realized what was happening, she stopped. I whimpered with frustration as the feeling ebbed. "Why did you stop?," I asked.

"It's not time yet." She sat down in her chair and pulled herself up to the table. My legs were still spread wide open, my body was damp with sweat. I watched as she trailed her tongue up my quivering thighs one at a time. Shane kissed the backs of my knees and I shuddered with pleasure. Nobody had ever done that before. She put my legs over her shoulders and lowered her head between them. Her fingers spread my pussy open. I leaned on my elbows, watching her as she opened her mouth around my wet tight pussy, and all but screamed when her tongue stroked my clit. She was an expert at this I soon found out. She licked my clit in long slow strokes with the flat of her tongue, making me whimper and moan. My body was feverish, my mind hazy with pleasure as she licked and sucked on my clit.

"I'm gonna cum," I whimpered, surprised that it was happening so fast. Usually it took a while for me to climax and it was because of this that I often went unfulfilled during sex.

"Not yet," she said, sliding a finger inside me.

"Yes ma'am," I panted, trying as hard as I could to keep myself from going over the edge.

"You're really working hard for those grades," she mused.

"Yes ma'am." I would do whatever she wanted. If she had a cock I would probably deepthroat it. She turned me facedown suddenly and smacked my ass hard. I yelped, tears pricking my eyes. My ass stung horribly where she slapped it.

"Now see, I

do

know what to do with a nice big butt like yours," Shane remarked happily, spreading my ass cheeks as far as they would go. Fear gripped me as she played with my tight little asshole. I'd never done anal before, or any kind of stuff like that. I opened my mouth to speak but no words came out, only a low moaning sound as she rubbed my asshole with her fingertip. It was strange that it felt so good. "You like that, don't you?," she asked in a sultry voice. I nodded slowly, not wanting to lie about it. She played with my firm round ass cheeks, biting one then the other before kissing and licking all over them. It made me feel dirty and naughty. I loved it.

Shane stopped for a few moments and rummaged through her desk for something. I turned my head to see what she was doing but she made me face forward. "No peeking." I bit my lip and did as I was told. Something warm touched my asshole and I winced. I braced myself for pain but there was none. She was rubbing something against me, something wet and warm that made me tingle.

"W-what are you doing?," I asked nervously.

"Using lube," she said simply, "It helps get rid of some of the pain." She smacked my ass again and I cried out. Then she slid a finger into my ass and I gasped. "Does it hurt?"

"N-no... I like it," I replied breathlessly. It didn't hurt. I could feel the pressure of my ass being stretched and it made me arch my back. She slid her finger in as deep as it would go. I pushed back against her, grinding my ass against her hand. "Nnggh... Oh, fuck!" She slipped another finger in beside the first one, stretching me wider. "Fuck! Shane!"

"Yeah baby, call my name," she crooned, sliding her fingers in and out of my ass. I laid my head down on the desk and moaned my appreciation.

"Oh my god! Shane! Fuck! No, no, don't stop, please!" She shoved her fingers in harder, making me cry out. "I love it!," I exclaimed, "I want more!" My pussy was dripping my juices all over her desk. I found myself thinking about cleaning it up, when something thick and firm forced its way into my asshole. I closed my eyes tight as my hole was stretched out as far as it could go. "I... What...? Shane?," I mumbled, reaching behind myself to feel what was going on but she grabbed my wrists and pinned them over my head.

"It's just a new toy I wanted to try out," Shane told me, "I hope you don't mind." She leaned against me so the thick shaft was pushed deep inside my asshole. I squirmed and panted heavily. "You're so sexy," she murmured, her mouth close enough to my ear that I could feel her warm breath on my neck. Then she started to pull out. I felt so empty when she pulled out and inhaled sharply when she pushed back in.

I spread my legs wider and cried out when she slid in deeper. "Please...." I begged, "Fuck me...." I didn't have to ask her twice. She grabbed my hips and starting pounding her cock inside of me. I could feel it in my ass, warm and hard, and let out a slutty moan. "Don't stop," I moaned, looking over my shoulder at her. She spread my ass with her hands and pushed into me harder and deeper. I screamed with pleasure. My hand made its way to my pussy and my fingertips started fondling my clit. I cried out, my body jerking hard as the orgasm threatened to overwhelm me.

"Please, ma'am," I whimpered, "Please let me cum." She grabbed my shoulder and pulled me upright. Her hands squeezed and pinched my breasts but her rhythm never slowed, never faltered. One of her hands slid up the front of my body, closing itself around my throat slowly until breathing started to get difficult.

"Not yet," she murmured, pressing her lips to my ear. Her teeth grazed my skin carefully. The hairs on the back of my neck stood up and I shivered when Shane bit me right below my ear. My orgasm was imminent. I squeezed my thighs together as hard as I could to slow it down but one of her hands left my breasts and slid down the front of my body. My flat tummy flinched as her hand passed over it. When she reached my hips she stopped. I cried out again, this time in frustration, and grabbed her hand.

Shane was stronger than I anticipated. She pulled her hand free and grasped my wrist, twisting it slightly so that I gasped in pain. I wasn't expecting this. I tried to pull away but she bent me over the desk again, this time pulling both of my arms behind my back.

"Sh-Shane!" I exclaimed, fear reaching my voice. She fucked me harder, so hard that my hips slammed against the edge of her desk painfully. I bit my lip for fear of screaming too loudly. My fingers curled and I could feel my nails digging into my palms. A rich copper taste flooded onto my tongue; I could tell I had bitten down too hard but there wasn't anything I could do. My arms were starting to tingle from the lack of blood flow. "Please..." I whimpered, "That hurts!" To my surprise, she stopped immediately and pulled out. I felt empty again.

Shane turned me over onto my back, a disbelieving frown on her face. I could tell I was blushing by the heat in my face but I didn't know there were tears until she wiped them from my cheeks. She helped me sit up and I leaned against her heavily. The circulation in my arms was picking up again. Then her lips were on mine but instead of the hungry frantic kissing from earlier, she kissed me slowly. Her tongue parted my lips and explored the inside of my mouth gently. I reached down between my legs, trailing my fingertips up my inner thigh, but she stopped me. My pussy throbbed, it

ached

for attention.

"I need you," I whispered, looking up at her. Shane leaned down and sucked on my bitten lip, making me moan. "Please...," I continued, "Please, make me cum." She was inside of me before I finished speaking, her fingers filling my pussy and stretching me just a little too tight. I started to shake; my body was overwhelmed with desperation and pleasure as she fingered me deep and slow. After a few strokes the pain subsided and Shane went back to kissing my lips.

This was something else I didn't get a lot of. Whenever I went out with somebody they would kiss me quickly like they were rushing to get to something, which they were. It was nice to feel somebody taking their time for once. Her lips were full and warm, which felt perfect on mine. She went slowly, kissing the corner of my mouth and nibbling my cheek while she pushed her fingers inside my pussy so deeply that I gasped. She kept them there and I could feel my pussy clenching around them, squeezing them tight.

"Shane..." Her lips found mine again, muffling my moans. I whimpered as she pulled out. She smiled down at me and kissed me again, her fingers plunging into me at the exact moment her lips touched mine. I squirmed in her grip. She used her free hand to cup the back of my head, pulling me closer to her. "I love this," I moaned in a slutty voice, shuddering as her fingers slid home once more. Her thumb grazed my clit, making me widen my eyes at her and pant heavily. "Do it!" I begged, "Please, touch me! I need you to touch me!" Her pace quickened, her fingers slipping in and out of my soaked pussy faster while she rubbed circles on my clit. I bucked involuntarily. I could feel my orgasm building in the pit of my stomach all the way down to the bottoms of my feet.

"Cum for me," Shane whispered, playing with my clit. I wrapped my legs around her waist and she sat down in her chair, pulling me down onto her lap. Now that I was sitting upright, her fingers drove in harder and deeper. She used her other hand and put her fingers in my mouth (they were warm and tasted vaguely of mint), then used them to play with my clit. I shrieked and started pushing myself down on her fingers.

I could feel the orgasm coming, it was forcing its way through my body as I rode her. She kept kissing me, making it a little hard for me to breathe, but it felt good and soon I was gasping for air and trembling and calling her name over and over and over as the orgasm hit me hard.