Making Top Honors

Chapter One: The End of Winter Semester

RING! RING!

Damn, I am going to be late. She snags her books after finding them in a pile of papers, and jets for her class.

"I'm glad to see you can make it to class today", Professor White says looking directly at Jean strolling into his class after the bell.

"Sorry I am late", Jean says as she sits at her desk near the door.

"Now that Miss Grey is present, here are your up-to-date grades for this class. This will let you know how hard you will have to work on your final to receive the grade you desire. I will answer any questions after class", Professor White carries on while weaving through the lines of desks handing out their reports.

Her grade slides onto her desk face down. Taking a deep breath to calm herself and hope that it is really no worse then a D, she flips it over. A feeling of extreme disappointment crashes over her, looking down to see a bold red F at the top. Her head falls downward in shame, knowing that she could have done better than this. I need to get an A on this final to even have a chance at Honors. My boyfriend is going to be disheartened to find out about this grade. Plus he said he is getting me the best Christmas gift ever if I make Honors for the semester. He has been understanding enough to let me concentrate more on school in our last year than our relationship. How could I let him down like this? I have to talk to Professor White to see if he can give me some extra credit or something to help me out. Jean thinks to herself. The minutes crawl by, while she sits in class listening to the Professor's study guide for the exam.

RING! RING!

"There's the bell. Remember to study hard and you should have no problems tomorrow", White announces before the students burst for the door.

Jean stays behind, waiting for her classmates to exit. The professor begins to erase his brief notes on the chalkboard and answers a few last minute questions from the remaining students. Jean patiently waits, as the last student exits the room. Here goes nothing.

"Professor, can I talk to you about my grade for a minute or two?", Jean asks him while he is finishing up at the chalkboard.

"Sure, just give me a minute to close the door", he answers, after wiping the board clean.

Closing the door behind him, he heads toward his desk to sit down. "What seems to be the problem Miss Grey?"

"Well... I just feel this cannot be correct. I thought I was going to have a D", she tells him with hope that he might recalculate her grade.

"Let me see your report again and I can go over it with you to see if I made any errors", White replies.

With Professor White waiting for her to approach him, Jean rises from her seat, and White instantly feels his temperature rise. Jean grabs her progress report and struts her way over to him. His eyes immerse themselves on his female student's physique, peering at her healthy young legs, unconcealed by her incredibly short plaid skirt. His eyes scan upward toward her mid-section, revealing her flat abdomen. Her standard white school shirt, not buttoned-up, but rather knotted tightly together by its loose ends, is scantily covering her eye-popping voluptuous breasts with her striped tie wedged between them. Looking at her face with Jean almost at his desk, he studies every fine detail from her prominent cheek bones, to her slender petite nose, to her lavish silky lips, to her dazzling seductive eyes, and to her rolling locks of red hair.

"Here's my progress report", Jean tells him, setting the paper on his desk

"Ah... right... let me look at this again", he babbles, her fiery image consuming his every thought.

Jean gives him a small grin back, knowing her elagent figure is distracting him.

"No, this is correct. Even though you have good homework scores, you haven't done well on any of the tests which are weighted the most towards your grade", Professor White explains to her.

Placing her hands on his desk and leaning over, "Well, is there any extra credit, or something that you can give me to help me out?"

"Uh... um... uh...", pretending to think of something, but really all he is doing is eyeballing her busty chest.

"You know, all you have to do is ask?", Jean says to him.

"Huh?" with a puzzled look on his face.

"I saw you staring at me", she tells Professor White.

"No I wasn't... I was thinking of an extra credit assignment for you", denying her comments.

"I doubt it, I saw you staring at me when I came over here", she explains.

"That is ridiculous", he tells her, still denying the fact.

"Is it? I think you really want a better view", Jean climbs onto his desk slowly.

Kneeling on his desk, she flips her tie over her shoulder, "How to they look now?" as Jean leans forward, she opens her shirt wider and boosting her large breasts virtually out of her top.

"What are you doing?", Professor White asks with confused thoughts pacing through his head. What should I do? She is my student. I am her teacher. This is not right, but she is just too damned gorgeous. I cannot get her dynamic figure out of my mind.

"Go ahead, touch them! I won't tell anyone", urging him to succumb to his cravings.

"If I do this, will you get off my desk before someone sees you from the window on the door?", Professor White tells her in disbelief that he is actually negotiating with Jean.

"Maybe", teasing him by not giving a straight answer.

Here goes nothing, is his last thought before giving in. His hand stretches outward towards her bulging breasts and he places it on of her bosom. A mild sensation tingles through his long fingers from her sweltering warm chest.

"Oh that feels so good", the words cry out soft and gracefully from her mouth.

"What do you say, how about that extra credit?", Jean looks straight into his relaxed eyes and smiles.

"How about you come over to my place tonight, and I can help you study for the test?", Professor White asks after taking his hand off her breast.

"Are you asking me to help me study for the test, or are you looking for something else?" she replies.

"I don't know. You will have to come by to find out", Professor White teases her.

Jean just smiles and gives a graceful nod in agreement. Wetting her lips by sliding her moist tongue from one corner of her mouth to the other, Jean pleasantly asks, "What time?"

"8 PM! Oh, and Miss Grey lets keep this on the low", he requests.

"Call me Jean, and this will not leave the room!" she responds and takes her grade with her.

Chapter Two: A Late Night Study Session

BANG! BANG!

The door sounds and Professor White rushes to answer it, making sure his study partner is not waiting too long on his front steps in the windy night. Getting to the door in a timely manner, he opens it for her. And at the exact moment the door swings open, a last breeze of swirling wind charges through his doorstep. His eyes expand at the amazing scene unfolding in front of him. Jean stands there with the wind blowing by her, air-lifting her skimpy school skirt off her tush.

With her fluttering shirt nearly flying off her shoulders, Jean asks, "Can I come in?"

"Sure, sorry, come on in. Where are my manners?" apologizing to her with a fixed gaze on her chest.

Her overwhelming breasts, supported by a pink lace bra, protrude unreservedly from the confines of her shirt. The bra must be for support, or it's not the correct size, because it does not even cover the front side of her chest. Her nipples, stiffening from the howling wind, are exposed.

"You really know how to make an entrance, Jean", Professor White says.

"Believe me, I did not plan it like this. The wind out there is crazy", trying to tame her wild hair.

"Here, let me get you a brush for you to fix your hair", he offers.

"Please, I need to fix this mess", she responds.

"Let me show you where the bathroom is, and I can give you a little tour along the way", he tells her, putting his hand out in front for her to take hold of while he leads the tour.

"Sure why not", her hand grasps his.

After walking through the whole house, Professor White leaves his master bedroom for last. She walks into his room and looks around, observing the homely decor.

"And over here is the bathroom. There is a brush and whatever else you might need to get ready", he tells her, while opening the door.

"So... you never told me what I need to do to get the grade I want", standing next to him at the bathroom entrance, looking into his eyes.

"I did leave my bedroom as the last place to show you on the tour", the Professor answers in a suggestive tone.

"Ah, I see, and how will I know when I make the grade?" smiling back at him, knowing she is in for a night of arousing experiments.

"You are doing pretty poorly in my class. I guess it depends on how hard you are planning to work for it", Professor White explains to her.

"I will do anything to finish your extra credit assignment to pass the class", she seductively insinuates.

With a grin growing on his face, he replies, "I know, but it's not one extra assignment, it's how many extra "assignments" you can squeeze out of me!"

"I hope you have more than just one in you tonight, because I am a very hard worker!" she giggles a little and enters his bathroom.

"Just let me know when you are all ready, I will wait outside the bedroom door for you", Professor White tells her, turning around and closing the door as he leaves.

Chapter Four: A Picture is Worth a Thousand Words

"You can come in now Professor! I am waiting for you!" her voice travels through the wall and interrupts his thoughts.

He gets up from his seat and brushes down his clothes, trying to eliminate some of the wrinkles. Not that his clothes might be on much longer, but he wants to looks his best when he walks in to meet her. Taking a few steps towards the door, he stops in front of it before entering. He takes a deep inhale and exhale, as he tries to relax and regain his cool. Here goes nothing, and he opens the door to his bedroom.

He jaw drops as he realizes that she is already in his bed, completely naked.

"What do you think Professor? Is this better than my skimpy schoolgirl outfit?", Jean says in flirtatious tone.

"Huh... You never cease to amaze me Jean. You are incredibly stunning!" he smiles in disbelief on her beauty.

"Thank you for the compliment", she replies.

"I don't know if this is it out of line or not, but have you ever thought of being photographed? You sure have the body for it, not to mention a face like an angel", staring right into her bold eyes.

"You really know how to compliment a lady. To answer your question, no, but I am willing to try anything, if you want", winking at him.

He moves to one of his dresser drawers and says, "Shall we begin?" grabbing his camera.

"Yeah, shoot away", anxiously waiting for him.

Professor White gets on the bed with her and stands directly over her. Bringing his camera to his eye, he focuses in on her wonderful figure. Through the lens, her unclad body lies on top of his chilled bed sheets with her flaring red hair sprawled out. Her hands are placed on top of her tilted head. She arches her back, pushing her perfect tits outward, as they naturally plunge to the side. Jean crosses one of her legs over the other, hiding her main attraction.

"Perfect!" he announces.

Jean gives a slight smile. SNAP!

Moving her hands down toward her breasts, she places them over her nipples. SNAP! Her hands clamp around the sides of her robust rack and she pushes her breasts together, closing the open valley between them. SNAP! One of her hands trickles down the middle of her tight abdomen and takes hold on the side of her supple ass cheek with her other hand supporting one of her big breasts. SNAP! As her one hand caresses around her ass cheek towards the front, it meets up with her other hand. Soon, she uncrosses her loving leg and her hands cover up her private area. SNAP!

"You are doing great. You look like a natural", he tells her.

She continues with her hands playfully hiding her private area, her lustful legs apart. SNAP! Moving her hands back up to her beautiful chest, she holds them. She now exposes her sleek trimmed pussy with her legs apart. SNAP! Jean lifts her long legs up into the air keeping them spread; she squeezes her tits together with her upper body centered between her legs. SNAP! Her hands grab her delicate ankles and she pulls her legs farther back towards her shoulders. SNAP!

"Let's change positions", he tells her as he steps off the bed, feeling warm and excited from the overwhelming sexual posing by Jean.

"Sure, let me sit up for you", Jean happily replies.

Jean moves to her knees. She faces away from Professor White. Placing her hands above her head and kneeling with her legs spread, Professor White zooms in on her slim tender backside and her curvy ass. SNAP! She turns around to face him and gives the exact same pose, this time focusing in on her front side features. SNAP! Jean moves herself, to where she is sitting over the edge of his bed; her legs close together, leaning gradually forward with her hands situated on her thighs. SNAP! She uses her fingers to gently pinch her nipples, making them perky and aroused. SNAP! SNAP! Her hands bobble her large round breasts, SNAP! She continues to jiggle her tits, as she spreads her legs far apart. SNAP! SNAP! Jean moves her hands towards her sweet inner thighs and inches them up towards her sensitive pussy. SNAP! Her two fingers brush along her moist pussy lips. SNAP! Jean brings those fingers up to her soft lips and licks them with her wet tongue. SNAP! SNAP!

"Oh, it tastes so good!", Jean announces after one final lick.

"I need to reload another roll of film. I'm out", he tells her.

"I think you have taken enough pictures Professor, how about you come over here and feel me up", with a growing grin on her angelic face.

"Well, if you say so", Professor White says with a slight chuckle at how straightforward she is being.

"I just think that somehow me being photographed is not going to get me the grade I want. Besides, I want something more than just pictures taken of me. If you know what I mean", giving him a seductive eye wink and smile.

"So... you want to earn your grade", Professor White says as he begins to remove his clothes. "Remember, you are going to have to work hard for it, you'll need to take on a couple of "extra assignments."

"I just hope you can give more than one sampling", she retorts.

"Put forth all your effort, and you will be rewarded", lastly removing his black boxer shorts.

"Come over here and put this sweet body to work and find out", pulling her legs in the air and spreading them apart, as she waits for him to come over and penetrate her.

He strolls over to her immaculate body and stands in front of her, as they begin a night of steamy passionate sex.

Chapter Five: Round One

"Looks like you need a hand to get you going. Let me help you out with that", Jean says in a suggestive tone, glancing down at his long lifeless cock hanging there, swaying between his masculine thighs.

Jean, with her legs extended apart, rests them on his bold shoulders. She leans forward and reaches for his dick. Grabbing hold of his relaxed dick, her hand gently slides down his shaft. Her hand glides leisurely up and down shaft, as she feels him hardening in her palm. She releases his stiffening cock and reaches underneath to massage his heavy balls in her hand. Professor White exhales a quiet moan from the stimulation he is receiving from her soothing hand. Jean watches his cock as it begins to rise in front of her. With her eyes widening in excitement and anticipation, she seizes his cock one more time and gives him a couple of feverish strokes. This time he lets go a more boisterous moan.

"You feel so good", he sighs as Jean gives a long aggressive stroke on his fully erect cock.

"No more teasing, you are mine now!" removing her lovely hand from his firm cock.

Professor White steps in closer towards her. He takes his hand and steadies his dick, as he slides it into her pussy. His big cock pushes smoothly inside her, as her moist pussy lubricates him. His sturdy hands grab her legs to spread them a littler farther apart, as he begins to thrust in and out of her.

"You feel so warm", he tells her.

"Oh!" she whispers, following with a deep inhale and exhale.

Professor White steadily picks up the pace, after Jean lets go of that subtle moan. Thrusting faster, Jean's body quivers in exhilaration. She moans louder with her eyes glaring into his.

"Faster, faster!" she tells him with her hands grasping her breasts and bouncing them up and down in front of him.

"I thought I said no more teasing!" with a smile in reply.

His hands push her delicate hands away from her breasts, and his hands squeeze them instead, feeling her yielding softness press up against his fingers and palms. With a firm hold on her vast trembling tits, Professor White thrusts recklessly in and out of her. His hard cock feels her insides getting wetter with each push.

"Oh Professor!" she bursts out with her head leaning back and her eyes looking towards the ceiling.

He continues to penetrate her harder, with his hands wiggling her breasts with each rapid thrust. Finally, Jean pushes his hands off her and pulls off his hard dick, she leans in towards him and grabs his arms.

"Now, let me ride you for a change!" throwing him onto his bed.

He lies still on his back as Jean kneels across his body, facing away from him. Her hand reaches down and helps point his dick upright as she gradually slides down his long shaft until he is completely inside her. Jean swivels her hips front to back, grinding on his cock. One of her hands reaches down and carefully massages his balls. Her fingers caressing side to side, feeling the curves of his genitals, as she continues to grind on him. Her hand affectionately gives them a cozy squeeze or two, followed with some mellow patting of his balls.

"God Jean, you are amazing!" feeling her loving touch on his balls.

Jean removes her hand away from his genitals and begins to spring up and down on his cock. At a snail-like pace, Jean rises up and glides down his erect dick feeling every inch go in and out of her. Professor White's eyes examine her backside, watching her hair flow freely around her heavenly body as her ass jiggles every time she takes him in fully.

"I can't hold out anymore!" she says, as her sexual warmth begins to rise.

In a split second, Jean goes from a slow steady grind to a wild intense riding. With grace and speed, she hops up and down on his thriving cock, her tits bouncing with her spirited zest. Professor White places his hands around her tight narrow waist to help her ride faster. His hands guide her up and down his cock faster than she could ever imagine. She moans louder in heavy sexual heat.

"Oh God, fuck me Professor!" in a needy tone, as she gets closer to climaxing.

Professor White takes control of her. When she rises off his cock, he, using his grip around her waist, forcefully slams her back down on cock. Feeling his hard throbbing dick vigorously push through her wet pussy, she moans louder and louder. He continues to do this, knowing she is just seconds away from climaxing.

"Yes, oh, yes! I'm gonna cum! Oh, oh my!" she bellows out in heat.

Professor White raises her up and gives one last slam down on his cock as she begins to climax. With his cock deep inside her pussy, he feels a rush of warmth around his dick as her body quivers in ecstasy.

"Oh! Oh yes! Oh Professor! Oh!" she moans to him with her wet pussy dripping down the side of his cock.

"I'm not finished yet", he whispers to her.

She turns her head to look over her shoulder at him and gives a joyous smile, knowing she is getting more than she was expecting tonight. Professor White takes his hands and pushes her forward off his soaking wet cock. Jean falls forward with her arms supporting her, as she is now on all fours. He repositions himself to where he is kneeling right behind her. Grabbing her bare ass cheeks, he pulls her closer as he slides his cock into her wet pussy. He thrusts away on her backside with Jean giving him an amorous stare.

"Oh yes! Give it to me!" blurting out in exaltation with her burning red hair rustling over her shoulders, as she puts on a wild act.

Professor White watches with her head swing from side to side crazily. He continues to thrust heavily and begins to aggressively grab and massage her ass.

"Oh yeah, I love you're firm hands all over me! Slap my ass!", Jean moans.

Professor White gives her a few swift slaps.

"Yes! Yes!" moaning rambunctiously.

"Oh my... I'm... " the words stumbling out of his mouth, trying to hold back every erotic thought, to stave off his orgasm.

"Oh Professor! Cum all over my ass! Oh God yes!" with a sheer blissful tone and not allowing him to postpone his orgasm any longer.

"Oh God! Here I go!", Professor White groans, failing to hold out anymore due to Jean's overwhelming enthusiasm.

Professor White pulls out and begins to stroke his slippery cock relentlessly. Letting out a deep moan, he starts to climax with the initial load landing on her back. Stroking away, his cum splatters over her ass, as he aims to get some on each of her sweet cheeks.

"That feels so good!" feeling his warm fluids cover her ass as she watches him with a gaping smile.

"Ah... Yes!", Professor White moans, finishing up his stroking.

Professor White takes a couple of last strokes and then concludes by slapping his softening rubbery cock on her clammy ass cheeks. Jean brings her arm around to her ass and uses her hand to rub her cheeks, coating her entire ass in his cum.

"My ass feels so wet, Professor!" with her hands gliding over the wet sexy contours of her ass.

White just smiles back.

"What is my grade now Professor?", Jean asks with a tempting tone.

"I think you are up to a 'C' after completing this extra credit assignment", playing right back at her.

"Well, I hope you didn't blow your entire wad just now, because I need to get an 'A' in your class!" turning over onto her back to face him.

"There's plenty more where that came from", Professor White replies.

"Why don't you come over here, so I can start my next assignment?" juggling her breasts in her hands with a glowing smile on her face.

"If you insist", crawling towards her.

Chapter Six: Round Two

"Well, I wasn't shaking my tits for nothing", she says with a charming grin.

Professor White nods in understanding, as he gets to his knees and straddles her mid-section.

"Looks like you need a little help to get going again", looking down at his semi-hard cock.

Jean takes her hand and passively strokes his cock. Professor White watches with her hand taking slow, long, full strokes. She tries to speed things up in getting him harder, so she uses a little mental stimulation to aid her physical stroking. Jean gives him a loving gaze with her tongue rolling around her soft lips. Professor White sighs aloud after watching her little erotic gesture with her mouth, thinking to himself how good it might feel with her glossy lips wrapped around the tip of his cock. She accelerates her stroking with his cock beginning to harden in her palm. He moans in response to the stimulation, as he regains feeling. She stops her rhythmic stroking with his cock almost fully erect and slaps it across her nipples. The easy smacking of his stiffening cock across her nipples, emits soothing, sensual vibrations, causing her soft nipples to become perky.

"Oh" With a gracious tone, from the delightful beating across her nipples.

"Why don't you put that to use again and get started", taking her hand off the base of his dick to hoist her breasts together.

Professor White creeps a little closer to her chest and aims his cock go in between them. He begins to push forward with the tip of his cock splitting her breasts. Inching forward, his cock unwaveringly penetrates her flaunting, massive, cozy tits. With his cock creeping through the top, Jean really clamps her chest together, putting extreme pressure around his shaft. Professor White gets the head of his dick fully through her heavy chest. Jean's eyes widen with his dick bearing down on her.

"Let me help you out", with a smirk.

She leans her head forward, and her glossy moist lips encircle his head. She begins to suck on his cock, like drinking out of a straw, with gradual prolonged inhalations.

"Ah!" he sighs, from her warm lips wrapped around him.

Jean takes one long draw on his cock and begins to slowly pull her mouth off him. As his cock is released from her tempting mouth, a subtle pop sound is made. Her tongue oscillates across the underside of his cock with her eyes honing in on his. She gives him a slow wink. Jean leans forward again and hastily wraps her mouth around him. She bobbles her head back and forth rapidly, only for a few quick strokes and pulls off of him. She does this a couple of times, just to give him a good tease.

"That feels amazing!" he struggles to say.

"How about you fuck my big tits, Professor?... I know you'll like the feel of your big cock thrusting between busty breasts," She asks, raising one of her eyebrows and with a sexy smile growing on her face.

"I thought you'd never ask", with a quick reply.

"Let me get into a better position", she responds with Professor White rotating off her.

Jean sits upright and slides off the bed. She kneels just off the side, as Professor White moves in front of her. He spreads his firm legs apart with them hanging over the side of the bed. Jean kneels her way closer to him as she gets ready to embrace his cock with her breasts. Her hands separate her breasts a little wider, as she leans forward. His large cock presses up against her deep valley between her mountainous breast. Slowly, she squeezes her beautiful tits together, surrounding his erect cock.

"Well, what are you waiting for Professor?" looking up at his gazing face.

"I was just admiring the view", he answers after a brief pause from looking at her gorgeous bust.

Professor White begins to thrust forward, pushing his hard cock through her heavy breasts, and then pulling his cock back down between them. He sighs aloud, feeling the warmth of her bosoms putting pressure along his lengthy shaft. He thrusts faster into her bubbly breasts in reaction to the warm tingling sensation he just felt a second ago.

"Oh yes Professor!" she moans, watching him thrust away on her tits.

He pushes his cock in and out of her chest swiftly, after hearing her moan like that. Her large breasts bounce a little, from the quick thrusting.

"Oh! Faster, faster! Yes!" she vividly announces, closing her eyes and leaning her head back in joy.

Professor White puts forth all his effort and thrusts as fast as he can. Jean's soft massive tits jiggle actively from the heavy pumping of Professor White's thriving cock. He moans aloud feeling the boisterous vibrations rippling through her chest.

"Oh yeah! Just like that! Oh... God does this feel good!" Jean blurts out in ecstasy. "Cum for me! Cum all over my big tits!" she says with great eagerness.

Professor White continues to push his throbbing cock through her chest as fast a possible. Jean starts to clap her breasts together, while his dick thrusts between them. With each push forward, her ample breasts clamp tightly around his hard shaft, and when he pulls out, she loosens her tits. She does this a few more times to increase his sexual fever. Professor White moans louder, as the pressure being put on his shaft from her overwhelming breasts becomes too much to handle.

"Oh, Jean! I...I'm, gonna cum again!" he roars in ecstasy.

He makes one more push through her large busting tits. She clamps securely down around his shaft with his head peaking through the top of her embracing breasts. She takes one of her breasts and slides it up and down his shaft with a firm grip still around his cock.

"Oh yes! Here I go!" he announces feeling her loving breast stroke his shaft.

Jean halts her breast stroking and firmly embraces his cock. Feeling his cock pulsating, she leans her head forward and opens her mouth. With a sudden burst, he shoots his initial load up into her mouth with his cum landing on her bottom lip. She pulls her head up to look into his eyes, as he continues to shoot his load, like a volcano, all over her tits. Looking right at her face with some of his load dripping from her lips, Jean slides her tongue along her bottom lip to swipe it up.

"Oh... yes!... ", Professor White says with heavy breathing in between words.

With his cum boiling out the tip, Professor White pulls his erect cock out from between her wet tits. She lets go of the hold on her tits and looks down at her chest.

"Oh my! You really are good!" in a sexy tone, as she looks at the large amounts of semen sticking to her breasts.

"What is my grade up to now, Professor?" with her hands massaging his cum over her tits.

"You are up to a "B" for my class", he answers back with his breathing slowing down.

"I need that 'A' Professor", she tells him, wanting one more assignment to complete.

"I think I am all out of assignments for you", he responds, hinting that he might not have another hard one left in him.

"Let me see about that", she insightfully suggests.

He gives her a slightly puzzled look, wondering how even she could manage to get another erection out of him.

"So what do you have in mind?" he asks her.

Chapter Seven: She Gets Her 'A'

"I was able to get two out of you already with no problem. Besides, I have one more trick up my sleeve", still kneeling on the floor beside him with a grand sexy plan running through her mind.

"What is this trick that you know about?" with curiosity surrounding his tone.

"I have worked you over pretty hard tonight, but the last one will require a little more effort on your part", she explains.

"I am listening... wait! Just curious; you are pretty young and all, how could you know so many ways to get a man hard?" with a touch of parental concern.

"Professor, I don't think it matters at this point. I am young, but that doesn't mean that I am 'oh so' innocent, and if you want to go for a third time you will find out that I am not that innocent after all", she replies, turning to kneel in front of his soft hanging cock.

"Sorry, about that. I had a flash of parental guidance come over me for a second. Let's get you that 'A' you need", smiling down on her beloved body.

"Don't worry about it, but what I would worry about is getting hard right now", skipping passed his small apology and getting back to what she came here for.

"Right, so what do want me to do?" he asks getting back to what matters.

"Well, you will have to get yourself hard first, while I kneel here and watch you. Then I will tell you about my trick", she instructs him.

"So, you want me to jerk-off in front of you here?" questioning her request.

"I told you that you will have to put forth a little more effort on this one", Jean answers him.

"OK", Professor White shrugs his shoulders in accordance.

Professor White seizes his limp cock with his hand and slowly strokes it. He looks directly at Jean, who is kneeling before him waiting in anticipation. She glances up with an alluring gaze right into his bold eyes with her wild, fiery, red hair swirling around her sweet young face and draping over her delicate shoulders. Jean gives him a sexy little smile, thinking to herself how satisfying this night has been. Feeling a slight awkwardness from never having masturbated in front a woman, let alone a naked woman, Professor White continues to stroke his rubbery cock lethargically in front of her. Sensing his insecurity about jerking off in front of her, she decides to aid him in only a way she knows, and it is going to show Professor White she is not an innocent young woman by any means.

"Here, let me give you some incentive to help you out", watching his lame attempt to get hard.

"No, just give me a minute", he responds, picking up the pace.

"Ooh yeah! That's what am I talking about, stroke that cock!" observing his revived enthusiastic stroking. "Oh God, get that cock nice and hard for me!" she continues, watching his long rubbery cock flop around in his hand.

Professor White looks at her for a second, and she gives him a sweet smile. Puzzled by her smirk, he wonders if she is really enjoying this. He decides to stroke a tad bit faster to see if she gets more zealous.

"Mmm... Professor, I knew you had it in you. Keep it going", she moans to him.

"You like that?" he asks her.

"I'd like it if you went faster", sensually announcing.

He obeys her wish and strokes faster, while he watches her get into the act.

"Yes, faster, faster! Get it nice and hard for me!" energetically moaning. "Your hard cock felt sooo good inside me earlier! Going deep inside my tight pussy and pulling out! Just thinking about it is getting me wet again", watching his hand slide up and down his shaft.

Professor White continues to jerk-off for her, as she begins to touch herself in excitement.

"Oh yeah, I'm getting really wet watching you beat off to me", she moans after her fingers run between her tender pussy lips. "Get your cock hard! Hurry! I want one last shot of cum on me", moaning again. "Hurry! Think about how you were fucking my big soft tits just a couple of minutes ago. Your hard cock pushing between my breasts. The very thought of it is getting my nipples hard", continuing to talk nasty to him, while smothering her beautiful tits together with her hands. Then rubbing your warm cum all over them after you were done fucking my tits. Oh God Professor!" moaning some more, as she massages her breasts and pinches her nipples.

"Keep going! Faster! You're almost there!" watching his cock get hard in the palm of his hand. Pretend my lips are wrapped around you right now, with my tongue swirling around your cock!" she continues.

"Oh Jean!", Professor White moans as he gets closer to climax.

"Yes! Yes! Give it to me! Shoot it all over my mouth and lips! Let me taste your cum one last time!" she moans.

Jean crawls closer to Professor White until his erect cock is in front of her mouth. Professor White stroking his cock with fury with his climax just a few seconds away. The visualization she has painted for him with her words is overwhelming.

"Oh! Oh Jean!" he bellows out in ecstasy.

"Yes! Cum now! I'm ready!", Jean tells him, moving her head closer to his tip and opening her mouth wide open to receive him.

"Ah! Yes! Oh God!" he moans while climaxing.

Professor White strokes rapidly, as he unloads on her. Jean, with her mouth open wide, sticks her tongue out as his cum erupts from his cock. His initial squirt goes over her mouth and lands on her cheek, and the rest of his cum just flows out of his cock like a waterfall. Landing all over her tongue, she rolls it across her lips, while more cum drips out onto her lovely breasts. Smearing his cum over her puffy lips, she reaches her tongue out for the last drops he has left. Professor White shakes his dick vigorously to give her the last few drops. She leans forward to take his dick into her mouth and gives him a quick slurp. Then she pulls off to look up at him and swallows the little bit of cum on her tongue.

Professor White takes one step back from Jean and with sweat beading up on his forehead, he says with great relief, "You are amazing!"

With a soft giggle, she responds, "As were you!"

Professor White watches Jean, as she uses her hand to wipe her wet cheek.

"I see you got some on my chest again. I knew you loved them" Looking down at her breasts and rubbing his cum over them once again.

Professor White, not knowing what to say, just smiles in bliss at her.

"So, do I get that 'A' Professor?", Jean asks, as she sits on his floor with her back against the side of his bed, and her arms spread outward across the top.

"You definitely get an 'A'", Professor White replies looking right at her.

"Unless you want to go for an 'A+'", she says, still feeling in impassioned.

"I think and 'A' is plenty", catching her not so subtle hint for maybe one more round.

"OK", responding with some reluctance, but at the same time with plenty of satisfaction.

Jean stands up and heads to his bathroom to fix herself up a little before heading home.

After several minutes Jean walks out of his bathroom, wearing her school clothes, and Professor White escorts her to the front door in his black terry-cloth robe.

"Thank you for helping me study tonight. It has been fun", she says to him, leaning in to give him a small peck on the cheek.

"No problem, thank you for coming by", he replies.

She turns to open his door to leave.

"Wait! You know... if you need help studying for any other classes next semester, I can maybe help you", he adds in hope to get more time with her in the spring before she graduates.

"I might have to take you up on that offer. You are, after all, very thorough!" she laughs as she exits.

Professor White closes the door behind her, and gleefully smiles. What a night! He thinks to himself.