Alan stared at the paper for at least a minute, almost unable to believe what he was reading. The big red "C" in the left hand margin was like a dagger in his heart. This just couldn't be true, he had worked like a dog on this paper and after two years of college, he certainly knew high quality work when he saw it.

Dammit, this paper was a helluva lot closer to an A+ than a C. How in God's name could she have given him a C? He had to pull an A to keep his scholarship current so he always put out maximum effort in all of his classes. He was about to raise his hand and ask a question when the professor offered, "If any of you has a question about your grade, I'll be in my office right after class until four thirty. It will be first come first serve, okay class, that's all for today."

Damn straight he was going to stop in and see her, he wanted an explanation and he wanted it now.

Alan knocked on the frame of the open door and asked, "May I see you for a moment, Mz. Cranston, it's about my English Lit paper."

"Come in Mr. Ross and have a seat," she said while nodding her head at the empty chair next to her desk, "how may I help you."

After sitting down, Alan fumbled with his paper and said, "You gave me a C on my term paper and I really feel that I deserved a much better grade, I worked hard on this paper and I know it's better than C work."

"Really?" she asked, "let me see it please." Alan handed her the paper and watched anxiously as she skimmed through it. He hoped that she would immediately see that she had made an error and give him the grade he deserved. But much to his chagrin she replied, "I see no reason to change your grade, this is C work if I've ever seen it, so don't waste my time with your mewling begging."

He slumped back in his chair completely stunned at her chiding, and for a few seconds his mind was like a top spinning out of control, but finally he managed to stammer, "Mz. Cranston, I'm desperate, I need to pull an A in your class or I lose my scholarship, I'll do anything you ask, but I've gotta get an A on this paper."

Miss Cranston began slowly looking over Alan's paper one more time, and while she was reading asked softly, "Mr. Ross, what do you know about me?" "

Ma'am?" he replied questioningly.

"What do you know about me," she repeated, "it's a simple enough question, answer it."

"Uh, well," he said slowly, "I guess I really don't know much of anything about you, should I?"

"If you want an A in English Lit you should," she replied evenly. "Did you really mean it when you said you'd do anything I ask to get that A?"

All at once he sensed that there was a speck of hope, and he eagerly replied, "Sure I meant it, well, that is, it has to be legal, I won't rob a bank or anything like that."

She peered at him over the top of the paper and responded, "Of course I would never ask you to break the law, Mr. Ross, I had something else in mind entirely. Remember when I asked what you knew about me?" she continued on.

"Yes," he replied, "what of it?"

Now speaking very softly and slowly, as if she were trying to select the perfect words, she replied, "Did you know that I shave my pussy and love having men go down on me?" If you've ever been in an accident, you know about the surreal feeling you get afterwards, you're all hyped up and excited, but a little afraid too, and that is exactly how Alan felt at this very moment, stunned and unsure of himself, but he managed to stammer.

"Uh, no, I didn't know that, why would I?"

"Because Mr. Ross," she replied while putting down his paper and lifting her dress, "in order for you to get your A, you are going to have to put in some effort. Do I make myself clear?"

Alan stared at the plump shaven vagina that seemed to be already damp and replied, "Perfectly, you've made it perfectly clear."

Ms.. Cranston wasn't an unattractive woman, probably fifty years old or so, but Alan was a little puzzled by it all and asked, "Why me, and why this, you're a good looking woman, why do you have to stoop to this to get a man."

"My reasons are my own, Mr. Ross," she said evenly. "Now if you want to earn that A...................! She pulled up her dress a little farther above her hips while spreading her legs even wider in an open invitation to his mouth. Although he wasn't crazy about the idea, her shaved vulva looked incredibly alluring and after all, he did need that A. Upon contact, she let out a long sigh and put her hands on the back of his head. She gently caressed him, while at the same time grinding her smooth lips into face.

"Oh my, you have a very nice mouth," she moaned, "I'll bet your girl friend just loves having you eat her pussy."

He felt a little guilty when he heard her mention his girl friend, he hadn't even given Kara a second thought, but even though he was doing this for altruistic reasons, he was indeed enjoying the taste of her pussy immensely. Maybe it was the smoothness of her cunt that did it, because he was so used to Kara's hairy pussy, this change of pace was very erotic. On the other hand, there was also the fact that she had seduced him, no, she had forced him, and just the idea that a middle aged woman would go out of her way to get a young stud to eat her cunt was a turn on all by itself.

Her pussy was like a furnace, smearing his face with a profusion of pussy juice. Her erect little clit seemed to be begging for attention from his roving tongue. "P-please do my clit," she gasped while he teased her unmercifully.

"You're doing that on purpose, just trying to drive me crazy," she yelped.

He licked all around her clitoris encircling it, but not touching it. Alan let out a chuckle, then he gave her clit two or three hard sucks and replied, "Of course I'm trying to drive you crazy. I want you to remember this as the best head you've ever had."

Teacher was becoming more aroused and an orgasm was very near. Instead of caressing his head in her soft hands, she was now pulling it hard into her crotch, as her insatiable cunt grew more demanding.

"Okay you fucking c-average student," she moaned, "eat me. Yeah just like that! Lick my clit. Oh yessss. I'm gonna cum now! Oh yeahhhhhhhhh!! That's right, eat it all up."

It was beginning to dawn on Alan how strange this whole thing was. There he was on his knees with his face in Mz. Cranston's pussy, while she ordered him in no uncertain terms, exactly what she wanted him to do.

Alan's pants were growing tighter as his own desires were causing his cock to swell inside them. He had a boner so hard you could hang the Wednesday wash on. He was starting to wonder in the back of his mind, if an orgasm for him would be a part of the deal.

After a few minutes, she pushed him away and ordered, "Stand up, Mr. Ross, and please, show me your erection." She watched with more than passing interest as he dropped his pants and shorts with one quick maneuver. He unleashed his hard pecker allowing it to spring out into the air, while standing at attention.

"Oh, Mr. Ross," she said under her breath, "I was right about you. You have a very lovely cock, and if you don't mind, I'm going to suck you off!"

"Mind?" He didn't think he could have waited another minute. Standing quietly in front of her desk, he closed his eyes while the older teacher let his member slip between her lips and into her very warm mouth.

"Ohhhhhhh," he sighed, "it seems you have a talented mouth, too." Now it was her turn to laugh a little, while working her mouth up and down the length of his thick shaft.

She stopped for a moment and pulled of just long enough to ask, "Does your girl friend suck you off?"

"Mmmmmm, yeah," he replied softly, "but not as well as you do. Oohhhhhhhhhhhhhhh that feels so good! Oh yeah, that's it, suck it harder. Make it shoot in your mouth. Oh myyyyyyyyy!"

It was obvious that she was orally inclined, but it was really her eagerness, not her oral skill that turned him on. She expressed an abject enthusiasm to having his prick in her mouth.

"You really love that, don't you?" he asked softly. "You're a real fucking cock sucker."

She moaned loud and long on his prick, which was answer enough for him, but he still pressed on. "You love having young studs eat your pussy, and then fuck your mouth, don't you, bitch," he prodded.

"I'd say you're a real fucking cock hound, wouldn't you?" he asked as he looked down at her face with his cock buried in her mouth. He could see that her left hand had slipped up under her dress and was furiously fingering her pussy while she sucked his big fat cock. J

Jesus was this bitch hot, in all the months he sat in her class he would have never have guessed what a cock crazy bitch she was. Both of them were now racing towards orgasm, with his dick in her hot mouth and her hand up her skirt, she drove them both to a brutally satisfying climax, with him filling her mouth with a shower of hot burning cum, and she by the furious fingering of her own bare slit.

Alan never had an older woman before, and he had to admit that this teacher put his girlfriend Kara, to shame. Her pussy spasmed out of control as her orgasm seemed to last forever while she filled his mouth with torrents of hot pussy juice. When she was finally finished, she held his mouth to her cunt, acting as if she never wanted it to leave her.

He slumped back against the wall, and watched as she incredibly hiked up her dress again and fingered her cunt to one more explosive orgasm. "You're fucking unreal," he said weakly, "you're an animal, and I mean that in the nicest way." "Now you see why I suck young men," she explained, "I need someone who can keep up with me, I'd fuck someone my age to death, and I mean that literally, so every once in a while I'll screw a good looking guy for a grade and hope for the best, and let me tell you, you are the best, I'd say you're worth an A+!"