A number of years ago I used to teach a few evening classes at a local community college. Now everyone has heard of the co-ed who got a passing grade by screwing her professor or instructor. Any professor or instructor you have ever talked to about it always claimed that when they had been approached with such a proposal always turned it down. First of all, I had to wonder how many were bull-shitting to start with, and if there was any truth to it, how butt-ugly was the girl making the proposition? Well, I'm here to tell you, now that I no longer teach (quit for a different reason), that it actually happened to me - just once, but it did happen. And trust me, she wasn't butt-ugly! It happened about like this;

Part 1: The Proposal (Monday)

I had been teaching a second semester course in the evenings and had one bright and rather attractive woman who sat in the front row of the class. Unfortunately, after the first few weeks she wasn't doing very well. At first Pam (not her real name) had shown great promise, but missed quite a few classes toward the later part of the semester. While her grades had been pretty respectable, they were in danger of flunking her now. I thought there was something going on in her life, but since she didn't bring the subject up, neither did I. She had never asked for additional help, but one day, with only a few weeks to go in this class, she finally did.

"Mr. Jones" (not my real name either, but it works for this story), she said at the door of my office one day, "I need a little help getting through this class."

"Judging from your grades," I said looking up at her, "I'd say that you probably waited too long to ask for help."

"Well, I hope it's not too late." she said."I was hoping we could make a deal." Saying that, she closed the door to the office."Just hear me out before you say anything please."

"Okay." I said with a grin. Here it comes, I thought, my first ever sex-for-grades proposal! Too bad I was going to have to turn her down, the risks were just too great. None the less, I really wanted to hear this!

"I really need to pass this class." Pam began, "I have a pretty good GPA now and this is my last class. I made the mistake of moving in with a boyfriend just after this class started. He thought that meant that he owned me and all of my things. I missed a lot of classes getting that cleared up and a new place to live. It was messy, but I won't bother you with the details. Now I know from conversations you had had with other students before class that you are no longer married and don't' have a girlfriend at the moment. And you can rightly assume that I don't have a boyfriend at the moment either. That leaves both of us with the same sex life; none."

"Look, I..." started to say before she stopped me.

"You said you would hear me out, so please do."

I shut up for and let her continue with her proposal. Just maybe she did have all of the angles covered. As I said, she was rather bright and good looking, I was horney and did have the hots for her.

"I would like to be your mistress until the end of the semester in exchange for a passing grade. Now before you think of all of the objections and think that it is just you at risk, remember that this is my last class before I get my little AA degree, and I have a job lined up that I can't wait to start once I graduate. The job is with the condition that I have my degree, no if ands or buts on that one, and believe me, I want that job. Moreover, if I open my mouth and say that I screwed Mr. Jones for my grade, my degree is toast, I am expelled from this college, and have to transfer my grades to some other college. That new college is going to want me to take something like twelve semester hours in their classes to get my degree. So, I am at considerable risk if I open my mouth about this too. Since this isn't your 'day job, ' you aren't exactly going to be unemployed, and with what this place pays instructors, you won't be broke if I was stupid enough to say something. I tell no one, you don't, I get my grade, and I screw you silly. Oh, and I keep studying for this class too, making an honest effort to bring my grade up. Now, I am quite a bit younger than you are. You get the opportunity to teach me a few things, and have a younger woman in your bed. I get to learn a few things, and get to experience a man quite a few years older than I am. At the end of the semester, we leave each other with what I hope will be fond memories of a short time in our lives.

Holy shit, she did have all of the angles covered! Her ass was grass if she talked, and so was mine if I did. Actually, since I already had a day job that was not jeopardized by this, she would be worse off than I was. I was intrigued enough to press her for a few more details, since she seems to have put a lot of thought into this."Just where were you planning on us getting together?" I asked.

"I was hoping for a little help from you in that direction. Obviously in this office won't work, and my new place won't work since I have a roommate. That leaves your place or maybe some place else. That's the one item that this little plan of mine is weak on."

As luck would have it, I had just moved to a new apartment and didn't know a soul. All I had to do was pretend that I was dating her on and off and while some eyebrows might be raised about an older man dating a younger woman, I could pull it off, especially since no one, including the manager of the place, knew that I teach at this college. Better still, I was only planning on staying there until about a month beyond the end of this semester when my new house would be finished, and that wasn't that far off."Let me think about it." I finally said.

"That sure beats a definite no." Pam said."When can you let me know?"

"Tomorrow after class." I told her.

"Great! I'll keep my fingers crossed and my mouth shut, and I do know how to keep my mouth shut." she said as she got up to leave.

"Whether or not I take you up on your proposal, let's not be quite so formal. Just call me Tom. This Mr. Jones stuff is a little too formal for here."

"Okay, Tom," she said as she left."I hope I convinced you."

I finally realized that I was hard as a rock as I watched that cute little ass walk out of my office door. I wanted to be between her sexy legs bad. I just had to check a few things first. First of all, was this really her last class, and how were her grades up to this point? If all of what she has said was true, the risks were as she had said.

Part 2: The First Time Together (Wednesday)

Arriving a little early for the next class, I did a little snooping around the college office and in the college computer, with what little staff access I did have, and found that everything she had said was true. This was her last class and her other grades had been pretty good. She was working somewhere and had taken night classes for several years.

"Well Tom?" Pam whispered as we left the class that evening."Are we on?"

"Okay." I said quietly, "If we can work out a few details."

"Name the problems." she said still whispering.

"How often for starters?"

"Unless you are a complete sex nut, as often as you want, unless you get me sore. Are you into anything kinky?" she asked, realizing that she really didn't know my sex likes."

"I don't think so, but kinky usually depends on what you consider kinky."

"Yea, I guess. I will blow you, do a little anal and that sort of thing. I just don't go for the whips or tying up shit though."

"That's okay, neither am I, but the other things sound great."

"That out of the way, where do you want me?"

"My place okay with you?"

"As long as you don't think anyone will catch on."

I gave her a quick view of my living situation.

"That couldn't be better." she said."When do you want me over there?"

"Tonight?" I asked.

"How do I get there?" she asked, still whispering and almost sounding like she had expected that.

"How about just following me home?"

"Sure. Walk ahead of me now and I will follow you out to the parking lot and watch which car you get in before I get in mine. I drive a white Honda."

She followed me home and parked a little way away from my car. Once inside my apartment, she was a lot more affectionate.

"This is going to be fun!" she said as I closed the door, "I have never been a mistress before."

"That's okay, " said, "I have never had a mistress before either."

"Wanna see me naked?" she asked."After all, sex is what this is all about isn't it?"

"Sure. How about we go into the bedroom and you can to a strip for me."

"What ever you would like." she said going into the bedroom."I am here to do your sexual bidding as long as you don't hurt me."

"I wouldn't think of it." I sat on the bed and she slowly started to shed her clothes. First the blouse come off, revealing a very sexy black half bra. The skirt was next, leaving her in rather sexy black thong undies and thigh high stocking. I was rock hard already! Now she reached behind her back and undid the bra. When it came off, I had to wonder why she bothered wearing one. He tits didn't sag at all. She had nice long nipples that were already erect and just begged to be sucked on. Finally she slid the black panties down her sexy legs revealing her thick but well trimmed bush. Now she stood before me with nothing but her stockings on."Like what you see?" she asked.

"You bet!" I said as I got out of my clothes. As I got down to my briefs and slid those down my legs, my erection sprang free.

"I see you are all ready for me." she said wrapping her soft little hand around it. Her other hand went between her legs and into her slit."Oh my, I am all wet already too."

I couldn't keep my hands off her fantastic tits. I kneaded them gently and then pulled and pinched her nipples.

I guess she was as horney as I was."Let's just fuck." she said."We can have a nice slow one another time. Right now I an so horney I just really want to get off."

"Okay with me." I said with a grin."Just looking at your body is really getting me hot, and I am horney as hell too. I can't remember when I got laid last."

"You got any rubbers?" she asked.

"As a matter of fact, right over there in the top drawer of then night table."

She left me and slid across the bed to the night table and got one."I want to put this on you and then have you fuck me silly." she said opening the package. She moved off the bed and knelt in front of me and put the condom on my very rigid cock. With that done, she got in the middle of the bed on her back and said, "Okay, let me have it!"

I was just as anxious as she was, and got between her legs. I took hold of my cock and aimed it at her obviously wet pussy. I ran the head up and down her slippery little slit and over her erect clit a few times and then shoved it all the way into her in one thrust. She let out a loud groan as it sank into her. I thought for a moment that she was going to come all over it right then and there. She was incredibly tight, and I knew I wasn't going to last all that long with her tonight, but then it looked like she wasn't going to last either.

"Oh God I'm horney." she said."I think I can get off any second now. Can you hold off just a little and let me come all over your nice hard cock twice?"

I told her I thought I could, and that she should go ahead and come if she could right now. A few more quick hard thrusts into that tight little cunt of hers and she climaxed, moaning and thrashing about under me. Holding off from emptying my nuts into her right then and there was hardest things I have done in a long time. She had her arms and legs wrapped tightly around me as she came. She had been wet before, but when she got off on me, she get even wetter! We were making wet squishy noises as I pumped in and out of her.

"Damn I needed that." she said as her orgasm finished."Now fuck me nice and hard and let me feel you shoot your stuff deep inside me. I just know that that will get me off again!"

She didn't have long to wait. I started pumping in and out of her faster now, going nice and deep as I thrust into her. Now and then I could feel the tip of my cock brush her cervix I was going so deep.

"This feels so good." she said as I fucked her, "I'm about to come again! Please shoot your stuff into me and get me off again."

That was about all it took."Oh baby, here it comes." I groaned."I'm... coming!... Oh yes!... I'm coming in you!" I almost yelled into her ear as the first load of my come rushed up my pumping cock and into her tight pussy. It was followed by load after load as I got off in her. She started to come then too, and her thrashing around under me only made mine all the more intense. It felt like I was pumping a gallon of my come into her as we both got off there on my bed.

When I was done, I just collapsed on top of her. She had her arms and legs wrapped around my body and just hung onto me as the last twinges of her orgasm subsided."That was nice." she said softly."Next time we can take it nice and slow and tease each other a little. You have a nice hard cock, and I want to suck on it and and play with it a little too. Do you like to eat girls?" she asked.

"Do I ever. I love to have a girl get off on my tongue."

"Oh goody. I love to come all over a guys face. My last boyfriend didn't like it much and thought a few licks was supposed to get me off."

"Don't worry," I said finally getting off her and sitting up on the edge of the bed again, "I'll take as long as you want, and even get you off more than once that way if you like." I pulled the come filled rubber off. There certainly was a lot of come in it. Pam had really drained me.

"I guess it's getting late." she said getting up."I had better scoot back to my place. When would you like to see me again?"

"How about after the next class?"

"In two days? Okay, that's Friday. My roommate sometimes spends the night at her boyfriends place on Fridays. If that's one of those nights, we can keep this up longer and I can try to wear you right out! We can try all sorts of things."

"All sorts of things? What did you have in mind?"

"Different positions and little of that oral stuff. You haven't had a blow job by me, and there are a few positions we haven't tried." she said with a grin as she got dressed.

"I can't wait!" I said as I got my robe on while Pam finished getting dressed.

"Actually, neither can I. I have to scoot now though. See you in class." she said giving me a kiss as she opened the door."And I will study too."

Part 3 The Next Time (Friday)

I can't remember two days dragging by so slowly in my life. I must have wasted hours daydreaming about Pam's hot body. I just couldn't wait to get her in bed again. The thought of her blowing me and getting to fuck her her tight little ass kept me hard much of the time.

Finally time for class rolled around. Pam showed up just before the class started. She was dressed in a tight fitting sweater that really showed her fine tits off, and a short tight skirt. She sat in her usual seat in the front row, and as she put her things on the shelf under her chair, I got a quick view up her skirt and saw her red panties. I knew then that this was going to be a long class.

The first order of business was a pop quiz. I suggested that they all use pencils so the could change their minds and the test paper wouldn't be a mess with ink answers crossed out and others written in. I also had another motive for this. If any of Pam's answers were wrong, I could have her erase them later and put in the right ones. A quick calculation earlier in the day had shown that if she aced everything till the end of the semester, she would have a respectable grade. The fact that it would take a low order miracle for the average student to do that would have to be overlooked.

Pam shot me a dirty look as I passed out the papers. I guess she thought I should have told her about it the last time we were together.

As they finished the test and turned the papers in, I glanced at Pam's answers and found that she had done pretty well on her own. It wasn't an A, but it wouldn't take a lot to fix that either. For the rest of the class she asked questions about like she had before we made our arrangement.

After class I drove home, and without ever saying anything to Pam, she just followed me there."Thanks for letting me know about that quiz ahead of time." she said when we were safely inside my apartment."I think I would have done better had I known about it."

"I decided on that quiz after I had been with you. I realized that I hadn't given enough of them this semester and had to get the number of tests up. Besides, you did pretty well on it, and since it was done in pencil, we are about to correct a few answers and you are about to get an A on it." I got her test out and told her which answers to change and what to make them. Now it was even in her own hand writing. After that she was a lot happier.