Will took a final look at Anne still pretending to be taking notes in class before sliding her panties to the side and planting his mouth on her bare, sopping wet pussy.
Anne moaned and quickly stifled her voice with her hand, but Will could hear several people turn in their seats below him, and he could hear hushed voices and some quiet laughter, Will couldn't care less at this point, and it seemed that neither could Anne.
Primal instincts began to take over, and Will reached around Anne's slim waist and pulled her hips closer to his mouth. He flattened his tongue against her puffy pussy lips and began lapping at her privates like a starving, horny hound. He slowly slid a single digit into her tightness and with his other hand he pressed down above her clit with his thumb.
"Fuck.... Oh, oh...." He heard Anne groan under her breath.
She kept pretending to take notes but with her free hand, she began running her fingers through Will's messy hair.
Spurred on by her positive reactions, Will slid another finger into her now dripping hole and began sucking on her clit while he fucked her with his fingers. Will curled his fingers inside of her, eliciting a sharp gasp, and began quickening his pace with both his tongue and hand.
Anne's legs convulsed beneath him and kept trying to close on his face, but he made sure to keep her pale legs spread with his arm, easily overpowering the petite girl.
She began bucking her hips against Will's face, trying to get him deeper inside of her until she gasped and groaned his name under her breath. Her pace slowed but she held his lips against her now swollen pussy lips and Will continued to lap at her slit.
Her hot cum dribbled down his chin and Will made sure to lick her clean including her inner thighs where some of her juices had squirted out, all while enjoying the feeling of Anne's legs still quivering from her orgasm.
Will's erection was almost painful now, and he felt a moist spot in his pants where some precum had begun to seep out.
After licking Anne clean, he got back up from under her desk and got back in his seat. He looked toward Anne and saw her slumped over in her seat, her back heaving with heavy gasps, still clearly feeling the effects of his tongue and fingers invading her most private area, all while sitting in class.
Will wiped his classmate's remaining pussy juice from his lips and realized with a sense of surreal joy that the app was the real deal.
"Holy fuck... that can't be real," Will whispered to himself. He looked back towards the girl who had just been a simple friend until a few minutes ago but was now shaking from an orgasm he had orchestrated and once again shook his head in bewilderment.
Almost with reverence, Will checked his phone again and saw a new notification from the app.
"What now.."
The notification read,
"Tonguing Master: Level Up! Rewards: Cock Length +1 inch, Stamina +1 round"
He checked his pants and sure enough, his cock was magically an inch longer, and quite a bit girthier too. As he looked at his cock, then at Anne, and back again, Will's mind started to run wild with new thoughts of all the potential fantasies that he could bring to life now with this new power he had at his disposal. His racing thoughts were once again cut short when he felt Anne lean into him and whisper in his ear,
"I can return the favor you know."
He looked at Anne and his cock twitched when he saw an unfamiliar expression of pure lust far removed from her usual cute demeanor and his breath caught in his throat as he watched his female friend get on her knees before him and begin unzipping his pants.
She tugged down the hem of his boxers slowly, until his newly improved cock sprung out and almost slapped her cheek. She giggled as she held his thick shaft in her small hands, Will thought he might just explode from that simple contact alone.
"I always thought your black lipstick was super hot.." Will muttered under his breath.
Anne grinned up at him devilishly and made an O with her lips before bringing them down to plant a sweet kiss on the tip of Will's throbbing cock. She tucked her jet-black hair behind her little ear and proceeded to suck the crown of his dick into her tiny mouth.
She released the tip with a satisfying pop which other people in the lecture hall undoubtedly heard and Will tried to cover up by hastily pretending to take notes and rustling loose papers.
He felt Anne's small tongue run up from the base of his shaft before he felt her lips on his tip again, but this time, he felt her lips slide further and further down until his cock was halfway enveloped by the moist warmth of her mouth. Will gently palmed the back of Anne's head and began pushing her gently down further onto his cock.
She gripped the base tightly with her hand and slowly let the throbbing member slide further down her mouth until she felt the tip begin to open up her throat, causing her to gag and slobber. Will grunted as he felt her esophagus constrict on his member, but he continued to hold her head further and further down until her nose was buried in his stomach and she was digging her nails into his thighs as she struggled to breathe, until Will finally released her head and she took a gasp of air, saliva dripping down her chin, and tears welling in her eyes.
After a few moments of listening to the heavy breathing of the girl under his desk, Will gently guided her mouth back to his dripping cock. He twitched when he felt Anne's hot breath before she took the length back down her throat with less resistance this time.
Anne began to bob her head, slobbering over Will's massive meatstick which was easily longer than her petite face, and making obscene slurping and gagging sounds which Will struggled to cover up with the rustling of papers. She reached forward with one hand and Will jolted at the cold touch of her delicate fingers playing with his balls, making the hair on his arms stand on end. He heard Anne laugh slightly at his reaction through a mouthful of his cock below him, and the movement of her throat made him shudder again.
Eventually, after several minutes of Anne working his cock furiously with her tiny mouth and tongue, Will felt the familiar feeling of climax rush up from his balls and he used both hands to force Anne's head down to the base of his shaft and breathed out a shaky breath as he released spurt after thick spurt of his thick cum directly down Anne's throat. He felt her struggle against his grip, writhing and digging her nails into his ass as her throat constricted in her struggle to breathe. Her petite frame was powerless against Will's iron grip which ensured that all of his thick cum was deposited directly into her stomach, and even after spasming several times in the back of his classmate's mouth, it felt as though the suction of her throat was continuing to try to wring every last drop of cum from his balls.
Will pushed his pelvis further forward for one last glob of cum before letting Anne finally breathe and when he released her, he heard loud choking and sputtering sounds as she struggled to regain her breath. Will looked down then and saw Anne with her mouth wide open and empty, a proud look on her face, which still had mascara running down her cheeks with tears still welling in her eyes.
Will quickly grabbed his phone and added his remaining Affection Boosts to Anne's profile and smiled almost manically when he saw her status change again, this time to "devoted sex friend, addicted to being used by you, especially in public."
Will lifted his now limp but still hefty cock and with a tone of command in his voice, he said, "Suck it."
Anne smiled through tears, and while wiping off the dripping mascara from her face with one hand and beginning to finger her dripping muff with the other, she took his soft member back into her sweet mouth and sucked on it dutifully. Will watched as his friend worked her petite frame to swirl her tongue over every inch of his growing cock, and stroked her hair until his member was hard as iron and large enough to choke her again.
Will noticed that he was starting to gather unwanted attention from his other classmates as Anne's obscene slurping sounds began again, and he decided it was time to switch locations, and truly see how far the mysterious app would let him go.
Will held the sides of Anne's head and lifted her lips off of his rock-hard cock, watching in fascination a thin line of saliva strung between her small pink tongue and his throbbing member.
He looked up and scanned the rest of the lecture hall and sure enough, several odd looks and stares were being aimed in his direction. Luckily, the back of the lecture hall was on a high enough rise that nobody could see what was going on below his desk, but even still, it was becoming risky to keep going, especially considering how uninhibited Anne was becoming.
