Fred knew it was wrong. It endangered his job, tenure or no. Hell, it could get him black listed; out of the teaching profession forever.

But still he was drawn on. He was the moth and she was the burning flame.

He knew she knew. How could she not? Everyone in the class must have known. Well, except for the ones sleeping through it and maybe the one of the grinds down front. But most of them knew it.

She seemed to enjoy his attention. She even seemed to encourage it. The little shifts showing cleavage, flashing panty under the short skirt, the open eyes, licking and pouting her lips. She seemed to be crushing on him.

Maybe she was trying to get him to give her a better grade out of him by playing to his lust.

Not like she needed to lead him on. She was acing the class. To be sure of that, Fred had a TA check her work. He had told the guy it was training. The TA gave the same marks on several papers as Fred had. He did it as a blind, giving the TA her work and the work of several other studentss. Sandy did not need to bias him. It had to be a teacher-crush thing.

And she must know he knew. It was not just the extra attention during class. There was also his physical reaction to her flirting.

He had spent half of the semester with a hard-on. She must have known it was for her, damn it. Fred knew she had seen it. He had seen her eyes widen and then look thoughtful when it presented itself. Toward the end of the term, Sandy would give a dreamy smile when he reacted to her flirts.

She was not some teenager. This was an upper level course and she seemed to be a year or so older than the rest of the students. She must know that she was the one doing this to him.

Now it was end of term. Now he was taking action; action that might be the end. His hope was that it would be a beginning. His had been an early final, so the students could check the posted grades before they were mailed home. On the posting, he had put in "incomplete" for a couple of the slackers. He had also posted that for Sandy.

Fred was sitting in his office wondering what he was doing. He was wondering if he was crazy. He was wondering what he would do if she showed up.

There was a knock on the door.

"Come in."

In she came.

She looked shaken. She looked like she was in shock. She looked ready to cry. She looked beautiful.

He looked into her large grey eyes and saw her pouty lips quivering. Her shining, soft, dark hair slightly disheveled from her haste to get to him.

His heart went out to her.

Sandy stood before her professor. This was a man she admired. She loved his class. She loved his sense of humor that helped with implanting the class' concepts. She loved his looks and wondered about the package in his trousers. She may have even loved him. But for some reason, she might flunk his class!

"Please, Dr S, how did I get an 'incomplete'? What do I have to do to complete the class? I need this class! I would do anything if I can just finish it with a C+!" She said, flopping into his visitor chair, looking forlorn.

Fred's eyes widened. She must not have realized just how well she was doing. His heart went out to her and he felt worse about his ruse, his doubt and loathing sinking him to new depths.

Sandy saw his eyes go wide. "Anything!" she repeated.

"Anything?"

"I've seen you watching me in class. You saw me flirting. Would you like a better look?" when he was silent she opened her blouse, revealing her unbound boobs. "I know you were looking, are they worth an answer?"

They were lovely. He could see that she had not needed support, they stood proud. Two softball sized scoops of loveliness topped by large dusky red aureoles with beautiful nipples just poking out.

Fred was shaken. He could not respond.

Taking his silence as a taunt, she leaned back and lifted her short, white skirt. "I know you saw me flashing my panties at you. Is this what it takes?" Sandy asked as she pulled her panty crotch aside. He was awed by the beautiful shaved pussy she flashed him.

"Anything?" Fred finally repeated.

"Anything."

"Get up, lock the door, and come over here," he said pointing to the floor next to his chair.

Sandy stood up and, without adjusting her blouse, skirt or panties, walked to the door and pushed the lock. She turned and walked around the desk and knelt next to Fred's chair.

Once again, he was taken aback. He had expected her to stand there. He turned his chair toward her.

"Do you know why you're here?"

"No ... Was it something I forgot? Did I miss a quiz? Did I lose a paper that I thought I had finished? I loved your class I worked really hard to show you that."

"No. All of your work was done. In fact, it was exemplary. The dean already has your marks. It was an honest 97% effort. Your grade is a 4.0."

Then ... Why???"

"I posted the 'incomplete' because we have unfinished business. You showed more than that you loved the class. We have something else to deal with."

She suddenly felt drawn to look down. His package was obvious ... again. She had thought she had been teasing, but now she realized she wanted him and he wanted her.

She knew it was wrong. He was much older. He was in a position of power. But she also knew that he had waited until the power was not as coercive. He was still vulnerable, but she was not as subservient. It was still wrong.

It was wrong. But she admired him.

It was wrong. But she thought he was sexy.

It was wrong. But his dick was hard for her.

It was wrong. But his dick was right there.

She reached out and caressed it. She was lost.

Fred reached out and stroked her hair. Sandy leaned forward and put her cheek to his pants. She felt him, hard against her cheek. She reached up and unzipped his pants. She could not get to him. She lifted her head and undid hid belt and the button at the waist of his Dockers. As she pulled down his pants and boxers, he lifted his ass from the chair, allowing her to pull them down.

As his cock came into view her eyes widened. She felt like the mouse watching the snake, unable to move. It was huge!

"Touch it," he said.

Sandy's hand moved as if they had a will of their own will. She let go of his pants and reached out to the snake laying on his belly. She wrapped both hands around it. Or she tried to.

It was longer than both her hands, together.

It was also bigger around than her wrist. It was the size of her forearm!

She was torn: part of her wanted to meet the challenge and part was afraid of this thing.

She found herself stoking it. As she slid her hands up and down, she noticed his face. He was enjoying her attention. A small drop of pre-cum appeared.

"Kiss it."

She found herself obeying. First she kissed the tip, then, she licked it. He moaned. That just made her want to take in more of him. Opening her jaw as wide as she could, she took the head into her mouth. She realized that her mouth could hold him. Moving her hand down, Sandy took more of him in. She was amazed to find that it got thicker! Her mouth watered, producing the extra slick saliva that she needed to slide this monster further.