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As class adjourned, most of the students began to collect their books and mill around on their way out of the classroom. I noticed that Pam was hanging back and I assumed that she wanted to see me. I waited and once everyone else had gone, she came up to my desk. "Can I speak to you about class?" she asked. I looked up at the beautiful, young teenager before me and smiling at her said, "Sure, let's see, why don't you come by my office this afternoon at around 4:30." I said checking my calendar, I'll have some time then." Pam thanked me with a sheepish smile and left the room.

Promptly at 4:30 there was a knock at my office door. As I let Pam in, I could see that the office was deserted as it usually was at this time of day. I'd been counting on it.

"Come in and have a seat." I said as Pam walked past me and sat down in the chair near my desk. "What can I do for you?" I asked as I closed the door. The lock clicked shut as the door closed.

Pam mustered all of her courage and composure as she turned to face me. "Am I going to fail this class?" she asked with a note of pleading in her shaky voice.

Pam and a group of other students were involved in a special academic program for the summer. It was an intensive program for advanced placement credits. Failure in the program meant several "F"s on her permanent scholastic record. For an 12th grader, preparing to apply to college that could be devastating. I knew Pam was failing and she knew it too but we went through the motions. She had started off all right but then had gotten into goofing off and her grades went straight down the tube.

"Let's see." I said as I opened my grading folder. I read off her test scores and her grades on major assignments. We were already 6 weeks into the 9-week program and at this point, it was next to impossible for her to pull it out. "From the looks of your grades, I'm afraid you are going to fail the program."

Pam turned white. "Is there anything I can do to pass?" she pleaded. Sitting on the edge of my desk I looked down at the troubled, young beauty sitting before me. It was a perfect set-up but I decided to delay for the moment.

Pam really was beautiful. She had short, dark hair, cut with bangs in the front. She had an absolutely magnificent body, with very large breasts, an hourglass waist and an ass that would make your mouth water. Though she always dressed stylishly, I always had the impression that she was uncomfortable with her body. Her chest was always cinched in by a heavy underwire bra. Even when she wore a tank top or something with a scoop neck, like she wore today, her bra was always visible through the sleeves or the neckline. I got up and walked around the office.

"What do you have in mind?" I asked trying to keep a straight face.

"I don't know. Can I do an extra paper or a make-up test." the young beauty pleaded. "I just have to pass this program. If I don't I'll never get into college with the rest of my friends." Pam had a genuine pleading in her voice as she realized she was doomed. I could see she was approaching desperation. Glancing back down at the grading folder, I scanned her grades once again. I put the folder down on the desk as I sat down on the arm of her chair. I looked down at her and stared longingly into her magnificent cleavage. Her firm tits swelled gently as she looked up at me.

"I'll be honest with you, my dear, but I'm not sure you can do it." I said gravely.

"What do you mean?" she pleaded, her voice rising slightly. "Isn't there any way that I can pass?"

"I'm not sure how." I answered. "Even if you retook the last two tests and aced them, it wouldn't bring your average up enough to pass. I don't know what to tell you." I said as I looked down at her, gazing once again at her magnificent breasts. Pam tried to maintain her composure but her voice began to crack and her eyes filled with tears.

"My entire future is going to be ruined. My parents are going to kill me." she pleaded.

"You should have thought about that a little earlier in the term, before you started skipping classes and goofing off." I said with little pity in my voice.

"There's got to be some way for me to pass this program." she said in an almost demanding voice. "I just can't sit back and fail."

Placing my hand on Pam's shoulder, I felt the softness of her supple skin. I could tell immediately that she was uncomfortable with my touch. I slid my hand across her shoulder and then slipping my fingers under the shoulder strap of her tank top and her bra, I slid it down over her smooth shoulder. Pam felt the soft material slide down onto her upper arm and as she turned her body slightly, I slid my fingers down from her shoulder and into the top of her bra. I felt the firmness of her meaty breast as I filled my hand with her magnificent tit. It was warm and very firm in my hand and I could feel her nipple press against the palm of my hand. She stared down at my hand as it reached into her bra and squeezed her full breast. She was astonished by my boldness. She had nothing like this in mind and was taken completely by surprise.

"What do you think you are doing?" she demanded in an angry voice as she tried to turn away from me. I tightened my grip on her meaty tit and my hand held it firmly.

"You asked me how you could pass my class. I'm showing you the only way still possible." I explained. I could feel her nipple harden as it pressed against my palm.

"I'm not that kind of girl." she protested.

"Too bad." I said. "Perhaps you ought to be. You know your nipple betrays you." I taunted her as my fingers gently squeezed her firm titflesh. "Besides, this is the only way you are going to pass my course. You know, you didn't learn much of the curriculum, maybe I can teach you some other more pleasant things." I said as I continued to tease her nipple and the young beauty continued to squirm in the chair.

"I can't! I won't!" she said emphatically. Taking hold of my wrist, she pulled my hand out of her top and pulling up her straps, got up to leave.

As she approached the door I called after her, "Suit yourself. You came to me concerned about your future. I'm ready to trade your future for your cherry." Pam turned absolutely crimson as her entire body flushed with humiliation. Was she that obvious? She stopped halfway out the door. Turning slowly she closed the door. She stood before me defeated. Her hands hung loosely at her sides and her head looked down to the floor.

"What do I have to do?" she asked softly.

"It's very simple." I replied. "You have three weeks left in my class. You will become my lover for the rest of the term. You will be available for my pleasure and your own, whenever and wherever I want you. And of course, you will tell no one about this. No one!" I said emphasizing the last two words.

"And what do I get?" she asked.

"In return for the pleasures your body can provide, you will pass the course and if you really please me, your grades will reflect my satisfaction. Furthermore, you will learn a lot about your body and the pleasures it can receive and provide. You'll be fucked thoroughly and regularly. Oh, by the way, I don't want to see you in class again wearing a bra. You have too beautiful a body to keep it bound up like that." Pam looked up in surprise as she tried to comprehend what she had just been told. She was amazed at how much I seemed to know about her and how she felt about her body.

"Now come here." I said. Slowly the young beauty approached me her head still hanging down in defeat.

As I leaned against the desk, I waited for Pam to approach. Her head hung down and she was embarrassed and scared. I cupped her chin and raised her face looking deep into her eyes.

"Do you have a boyfriend?" I asked gently. Pam shook her head. I put my arm around her slender waist and drew her magnificent body close to mine. Pam let me maneuver her body but was not at all responsive. I pulled her up close to me, pressing her crotch tightly against mine. My hands drifted over her back and then down across her firm asscheeks. I could feel her full breasts press firmly against my chest but her face turned away from me.

"Our agreement was that you were to become my lover. I expect a little more from you than just passivity. Besides, you just might find that you'll enjoy the way your body will feel." I insisted as I pulled her closer to my body. I lifted Pam's face and kissed her gently on the lips. She did not pull away and so I gently probed a bit with my tongue. Pam yielded and I pressed my tongue between her soft lips. As I probed her mouth, I raised her arms around my neck and then I ground my crotch against hers. I felt a tremor run through her body. The young beauty was responding and though she seemed to like the feelings flooding her young body, she seemed afraid of them.

"I want to feel your tongue inside my mouth." I whispered as I came up for air. I kissed her again and parted my lips but she did not move her tongue into my mouth. "You must learn to obey me." I whispered as I kissed her again. "Now give me your tongue." I said. I kissed her again and felt the tip of her tongue slide between my lips. I teased it with my own and then sucked it gently into my mouth. I decided to move quickly with her before she had a chance to change her mind and run away. My hands ran down her back and over her firm asscheeks. My fingers closed on the pull of her zipper and I slowly slipped it down. Pam began to squirm and pull away but I held her tightly and continued to tease her tongue with my own and then released it as I pressed my tongue deep into her mouth. Pam couldn't believe the sensations that were coursing through her beautiful, young body.

"Remove your skirt." I said softly. Pam looked up at me with a pleading in her eyes. I looked at her reassuringly and smiled. Slowly she moved her hands to her hips and then reaching behind her unbuttoned the waist of her skirt and unzipped the rest of the zipper. She squirmed slightly as she slid her fingers into the waistband and slid her tight skirt down over her hips. It fell to the floor in a puddle as my hands slid back down over her firm asscheeks.

Pulling back from her body ever so slightly, I looked deep into her eyes and could see a mixture of fear and excitement as she felt the hardness of my cock press against her sheer panties. Her tank top hung down over her panties as I kissed her deeply, probing her mouth with my tongue. I felt her begin to respond as I felt her press her virgin pussy against my ramrod.

I placed my hands on her hips and then slid them up the sides of her body to her swelling breasts. I cupped her mams in my hands and squeezed them gently. They were very unbelievably firm and fully filled my hands. Pam moaned as she felt my fingers close around her hard, young nipples. My tongue thrust deep into her mouth as I pinched her tender nubs. I felt Pam grind her body against mine and then running my hands back down to her firm asscheeks, I squeezed them tightly.

"Undress me." I said softly and Pam leaned back and started to unbutton my shirt. I could feel the trembling in her fingers as she pulled my shirt out of my shorts and then peeled it back and slid it off my arms. She'd never undressed a man before. Her limited experience with boys had always been them trying to take her clothes off.

"Now the shorts." I said. With a little encouragement, Pam placed her trembling fingers on the waist of my shorts and unbuckled my belt. She looked up at me and I smiled at her. "Keep going." I said. She opened the button and as she started to unzip my fly she could feel the hardness of my cock through my briefs. She gasped. "It doesn't bite." I teased her with a wink and she then slid my shorts down to my knees and they fell to the floor. Pulling Pam's body back against mine, I ground my sheathed cock against her sheer panties and a shiver ran through her body. I took her hands in mine and pressed them to the front of my briefs.

Pam nervously rubbed my ramrod with her hands as my own fingers closed once again around her massive tits. I moaned deeply as I smiled down at her. Taking her hands in mine, I walked the young beauty over to the couch and I sat down in the middle of it. Still holding her hands in mine, I pulled her forward and she had to kneel astride my lap. I liked this position. Her legs were bent on either side of me, her sweet pussy rested across my hips and pressed firmly against my ramrod as her magnificent tits hung only inches from my hungry lips. Gripping her firm asscheeks in my hands I smiled at her saying, "Come here, you." as I pulled her body close to me.

I buried my face between her massive tits rubbing my face against her firm chest. As I nipped at her magnificent tits, my hands caressed her firm asscheeks. Then taking hold of the bottom of her shirt, I lifted it up and Pam raised her arms to let the top slide off of her body. I looked down at her massive tits as they appeared before me, as yet encased in her heavy underwire bra.

"Remember, I don't want to see you in one of these anymore." I said as I hooked my finger into the deep cleavage between her massive tits. Pam nodded. "Now get rid of it." I said softly. Pam shrugged and reluctantly reached behind her back to unsnap the bra. Then untwisting her arms, she removed the harness from her beautiful tits.

I looked at Pam's breasts and they were truly a beautiful sight to see. They were copper-colored like the rest of her skin, though not quite as dark and capped with small but very excited dark nipples. I smiled at her as my hands came up to her naked breasts. I stroked her titflesh and then my fingers closed around her taut nipples. They were hard with excitement but got even harder when I began to tease them. I gently pinched her nipples and pulled on them until her body leaned against mine and she draped her arms over my shoulders. I kissed her deeply and let my hands caress her back and then her barely covered ass as I pressed her pussy firmly against my ramrod.

Pulling up slightly on her firm asscheeks, Pam raised her body slightly and my lips began to caress her massive tits. She braced her hands on the back of the sofa and began to moan as my lips kissed and licked her firm melons. When my lips closed on her taut nipple, her body trembled as a deep moan escaped her lips. I teased her nipple with my tongue as I felt her pussy grind against my body. Pam started to writhe on my lap as I teased her titflesh.

I nipped at her tits, licking and biting. Then sucking on her huge tits, I pressed my mouth deep into her cleavage and gave her a love bite on the side of her mam. Pam screamed in surprise as I bit her firm titflesh. For a girl so uptight about her body, she was responding nicely. As my hands caressed her ass and my lips caressed her tits, her hips were not idle. I could feel her rubbing her panties across my hips. Taking hold of her beautiful body, I pushed her over onto the sofa cushions. Her back lay flat as her legs twisted around me.

Turning slightly, I leaned between her thighs and lowered my lips to her tits once again. I pulled forward, bringing my lips to hers and pressing my crotch hard against hers. As I kissed her deeply, my hips ground into hers and I humped her firmly. It turned out that Pam was a passionate young beauty. I think she was a bit surprised by her own reactions to what I was doing to her nubile, young body. Raising my body slightly, I stroked her cheek with my hand and then let it trace gently over her swelling breasts and then down across her flat stomach and across the front of her silky panties. They were moist. I smiled at her and began to rub her virgin quim as she lay helpless and very aroused beneath me. When my fingers dipped between her thighs, Pam's body shook and she moaned softly. I rubbed her gently but firmly across her pussy lips and could see them peek out of the sides of her panties. Pam shuddered as my fingers touched the bare flesh of her swollen labia.

I raised myself a bit more and then helped her raise her legs as I hooked my fingers into the waistband of her panties. I slid the soft material over her hips and then up her legs. She was completely naked as she lay next to me on the couch. Her twat was seething and I could smell her sweetness.

Pam knew the moment of truth was fast approaching. She had never been naked in front of a man and never had anyone ever touched her pussy. I lifted her leg and draped it over the back of the sofa, her other leg fell to the floor. Placing my hand on her knee, I slowly stroked her thigh as my hand approached her virgin pussy. Pam was alive with excitement and with fear. The mixture was intoxicating, as was the sweet aroma emanating from her moist loins. This was all so new to her and happening so fast.

I kissed her thigh just below the knee and then slid back on the sofa. I kissed and licked my way along the length of Pam's trembling thigh. As I neared her soft, dark muff, I licked the tender flat space on the inside of her leg. Pam was writhing in heat as my lips closed on her moist labia. Her lips were puffy and wet and I began to nibble on them. Pam's loins let go with sweet cum and I licked to my heart's content.

Cum is always sweet but virgin cum has a special sweetness. My tongue explored every inch of her juicy quim and Pam was shaking as she moaned loudly for me to stop.

"I can't take anymore." she protested. "Please stop." she cried unconvincingly. I chuckled and kept right on eating. I hadn't even started on her clit yet. Finally, I felt her hands stroke through my hair and she hauled my face out of her dripping womanhood. "I said stop." she protested. "I can't take anymore."

I sat up and laughed. I leaned back and then taking both of her hands in mine, pulled them together and then pulled her body up to a sitting position. Pressing her hands together, I pressed them against the huge bulge in the front of my briefs. Pam swallowed hard as her fingers began to stroke my cock. She could feel the hardness and wondered at the response to her touch.

"Open me up." I instructed and I felt her trembling fingers slide into the front of my briefs. Her fingers felt great as they grasped my cock. I raised my hips and she slid my briefs down over my hips and down my legs. The young beauty stared down at my ramrod as it pointed straight up in all its glory.

"First one?" I asked and Pam nodded in embarrassment.

"Go ahead. Like I said, it doesn't bite." I teased. Pam reached down and wrapped her fingers around the length of my shaft. She was surprised as it spasmed in her hand. I moaned loudly as I leaned back against the sofa cushion. Pam seemed fascinated by the way it moved when she touched it. With a little guidance, I showed her how to give my cock the pleasure I wanted from her. Though we talked as she stroked me, her eyes never left my cock.

"Take me in your mouth." I said softly. Pam knew what cocksucking was but had never done it. She had imagined what it might be like and now she was going to find out. I spread my thighs and the young beauty lowered her face to my ramrod. I felt her warm breath on my cock but then she hesitated.

"This is something that gives men great pleasure and you should know how to do it. The better you are at it, the more pleasure men will be ready to give you." I explained. "Kiss the tip." I instructed and then felt her lips touch the tip of my cock. She was not prepared as my cock spasmed and it got away from her. She laughed. "Again." I said and Pam took a firm grasp on my shaft and kissed the tip.

"Now lick the tip of it." I instructed and reluctantly the young beauty slid her tongue out and licked the tip of my ramrod. I moaned as I felt her soft tongue touch the sensitive head of my cock. As her tongue slid across the very top she tasted the saltiness of my cum as a drop filled the hole in the tip.