I first met Anne when I went back to college to earn my MS in Math. I was a Graduate Assistant teaching a couple of basic courses and she was a sophomore. Anne was (and still is) a good looking woman about five feet eight inches tall and slim everywhere except her breasts which were a generous C cup though surprisingly firm for their size. She was in my class in September and it was quickly obvious that math was not her best subject. After a week of three classes, she stayed late after the fourth to talk to her professor. It was a real rush to be called Professor Darmel by all the students though, at twenty-five, I wasn't much older than they.

She was wearing a pair of tight light blue slacks and a dark blue tee shirt. Her body looked really good as she came forward after all the students had left. "Professor Darmel, I would appreciate your assistance in this subject. I am a history major and math is not the area in which I shine as a student."

"That's my job. I recognize that most of you are not math majors and are taking this course because it's required no matter your major. Let's go to my office and determine what I can do to help you through this class with a decent grade."

"Thank you," she said and followed me out of the classroom and down the hall to my tiny office. It had enough room for a desk with a computer on it, a guest chair, and a bookcase. She sat down in my guest chair and I sat down in my swivel chair. Then she leaned forward showing me a lot of cleavage. She said, "I just need to get a 'C' in this course and it's the only math course I have to take. As I told you, I'm a history major and math is not for me."

"Well," I started, "Let's see what your homework looks like and go over the problems given out thus far. That will give me an idea of where your weaknesses are and how we can overcome them for the semester."

She pulled out her notebook and opened it over my desk leaning over to show me where she had done the work but hadn't done it well or quickly. At the same time, I could see down the vee in her tee shirt a lot of breast and a fair amount of bra. She noticed my eyes though I put forth considerable effort to keep my mind on track to help her with her studies. Finally, she said, "Maybe there is something I can do for extra credit to be sure I get at least a 'C' in this course."

I responded, "I'm sure we can work something out."

She looked me in the eyes and grinned saying, "Maybe we can work something in."

She straightened up, closed the door, and moved around to my side of the desk. She knelt down in front of me and placed her hand at my crotch and felt my hardening cock. "Oh," she said, "That's nice."

I leaned forward and pulled her tee shirt off over her head. As I did that, she unfastened the clasp of her bra and let it fall away. "Those are nice, too," I responded. I then reached for my zipper and pulled it down. Unbuckling my belt and unfastening my pants, I lifted up when she pulled my pants and briefs down. She looked at my cock for a moment and then, leaning forward, took it into her mouth. She quickly swallowed it to the root which surprised me. I had nine thick inches and few women had ever taken it all into their mouths and down their throats. Anne did and seemed to enjoy taking me deep down her throat. She started moving up and down on my cock. I could feel the head of my cock when it went into her throat with each down stroke. The pressure was unreal and I knew I wouldn't last long with her sucking me so fully. She quickly brought me to a climax. As I started coming, she moved even more frantically with a suction that made me think she would suck my whole body down her throat. I came hard and she sucked up every drop not letting my cock out until she had sucked me dry.

"That was nice, very nice," she said, smacking her lips.

"Now, you must let me have a turn," I responded.

Pulling her up, I unfastened her pants and pulled them down along with a thong panty. I then pushed her back on my desk and leaning down started to feast on her shaved pussy. As I licked and sucked, she played with her nipples and let herself go to the feeling. Her clit came out and I sucked on it until she moaned. I could tell she was close to cumming. I lifted up and pushed my hard again cock into her pussy all the way to the hilt in one forceful shove. She grunted with pain and pleasure. She had been ready for cock but my size stretched her pussy as it entered and went deep. I started pumping and she started cumming. Harder and faster, I moved until I gave a final shove as deep as I could go and let loose my second load of the day deep inside her cunt. She came with me moaning loudly and whispering, "Fuck me with that cock. Push hard. I want you inside. Eeeeeeeeee! That's iiiiiiiiitttt!"

"Take it, Anne. Take my cum in your cunt!"

"Give me your cum! Pound me hard! I'm cumming!"

I could feel the walls of her pussy flexing around my shaft as we held tight in mutual orgasm for a timeless moment. Then, as my shaft started to soften, I let it slip from her. She pushed forward and, again knelt, sucking me clean. She then fingered her pussy to get my cum and hers from her hole. Finally, she had enough and stood up before me. "I want to do this again and again," she whispered. "I want you when we have more time and room."

"That suits me. This was my last class. Why don't you come to my place?"

"Okay," she answered and started to put on her clothes. I followed her lead as leaving my office without clothes probably wasn't a good idea. She opened the door and I followed her out. I asked if she wanted to ride with me to my place.

"Yes, but I need to stop at my dorm room first."

She was in a coed dorm so I went in with her. We entered her room and she immediately started to take off her clothes. She said, "I want you again, this time in my ass!"

The thought of that made me hard and I took off my clothes fast. She told me to sit in a chair and I did. Then she came over and, facing away from me, pushed her butt down on my cock. I realized that she had done this before as I went in fairly easily.

She started to fuck up and down on my cock and the door opened. A good looking petite Asian girl came in closing the door behind her. Her eyes opened wide and she smiled happily. She knelt down in front of Anne and started licking her pussy as Anne continued to move my cock in and out of her ass. We continued stroking harder and harder until neither Anne nor I could hold out any longer. Wailing, we came.

The Asian girl licked Anne's pussy juices and, when Anne lifted up and moved away, sucked my cock. When I was dry, she moved to Anne and started sucking my third cum of the day from her ass. She finished when Anne had a little climax and then moved off Anne.