I am sitting in the back of the lecture hall feeling pretty defeated. My forehead is resting on my Biology textbook. I studied so hard for our last test, and I felt good when I left the testing room last week, I didn’t think I was going to get an A, but at least I felt like I was going to pass. But my stomach dropped when Professor John handed me my paper with a giant F and a note that said “Speak to me after class”. I don’t know how I am going to pass this class without a miracle.

“Class dismissed” Professor John proclaimed as he started to shut down the equipment.

I stay seated in my chair as the other 124 students file out. I start to pack up my books and get ready to go fight for my academic life. I stand up and straighten my pleated skirt and blouse. I start to walk towards the front of the room but Professor John heads up the stairs towards me. “Let’s talk in my office” he says as he continues to walk past me.
He holds the door to his office open for me, and as I walk in I start to plead my case “Professor, I have been trying so hard. I really thought I had this one. There has to be something I can do to pass the class. An extra credit assignment, I will retake the test, I will hire a tutor, anything; I NEED to pass this class”. He can see the desperation in my eyes, hear it in my voice and as he sits down in front of me he says “I am sure we can work something out”.

Professor John is a very handsome man. It is a good thing he teaches a mostly male dominated program, because I can understand the female students being distracted. He has thick black hair, and dark caramel colored skin. His stunning brown eyes are warm and when he looks directly at you, you can’t help but melt. I have been so focused this semester that I have been mostly immune to his charming good looks … until now.
He reaches over and puts his hand on mine. “Sarah, I know you have been trying, and you are sitting just below a pass in this class. I think with a little nudge, I can be convinced to raise your mark up high enough that you don’t have to take this class again.”

“Oh thank you, thank you Professor. I am willing to do anything I need to.” I gratefully exclaim.

“I am counting on it,” he answers. He grabs a piece of paper and a pen and writes something on a piece of paper. “Come to this address tomorrow at 8:00 pm and I will have a special assignment waiting for you. If you can get over a 70%, then I will make sure you pass this class. It isn’t going to be easy, but I know you have the potential to do it.”
“Thank you Professor, I will be there.” I stand up to leave, and as I am walking out the door, he stops me. “Oh, and Sarah …”.

“Yes Professor?”

“Wear something you don’t mind getting dirty in”.

****

The next day, I put on an old button down pink t-shirt, and a pair of jeans. I drive up to the address he gave me and climb out of the car. As I go up the driveway, I see a barn in the back. I assume that since I am going to be getting dirty, that is where I am headed. When I reach the doors, I knock and the professor opens the door.

“Good evening Sarah, I am glad you could make it. Looks like you found the place ok. Come on in and I will explain to you your assignment”. I step into the barn and see a bunch of equipment on the wall, and big objects under tarps. “Now, I understand that you really need to pass this class. You are running out of options, and I know this is your last chance. I will give you this opportunity to show me how much you want it, if you choose to leave, I will grade you as per your assignments and tests up to this point in the semester, but there is very little chance of you obtaining a pass this late in the semester. If you choose to continue with the assignment I have for you, there is no backing out, you must see it through. As promised, if you can complete the assignment with a 70% or greater, I will make sure you pass the course. Understood?”

“Yes Professor”

“Good. Now, as you may have heard, I am widowed, and have been a very lonely man these past few years. I work in a male dominated program, and it isn’t too often that such a lovely young lady as yourself ventures into my life. I am not ready for a relationship, but it has been a long time since I have had a chance to look at and admire a beautiful woman. I am going to give you three tasks and if you can help to please me, I will help to make you pass.”

I don’t know what I was thinking, but it sounded simple enough. He was an attractive man, and I have been so focused on my school work that I haven’t had a chance for a relationship in the past two years either. Thinking back, I realized that I haven’t even touched myself in the last month. A fact that was becoming quite apparent as my neglected clit jumped to life at the thought of the tasks ahead of me.

“I want to do it Professor”

“I am very happy to hear that. Your first task is to strip for me. I will grade you by your ability to entertain me.” He led me to a stripper pole off in the corner of the barn. He turned on some music, sat in a chair with paper and a pen, and waited for me to begin. I had never stripped in front of a man before., but I decided that it couldn’t be too hard. I worked hard to make sure that my body was in good shape, and I was proud of my figure. I started to sway my hips to the music and leaned back against the pole. I started to slowly unbutton my shirt and then stopped and circled my way around pole. The professor seemed to be enjoying himself, as his pants were starting to bulge. It made my panties wet to know that I could turn on such a gorgeous older man.

I continued to unbutton my shirt and then took it off complete. I then started to unbutton my jeans and shimmied them down over my hips. Soon enough I was left in only my purple lace bra and matching panties. I was just about to start taking off my bra, when the music stopped.

“That is far enough for now. I don’t want us getting ahead of ourselves. Let me calculate your score, and I will be right back”. He walked to the front of the barn and I looked around. I was really curious to see what was under all the tarps. It didn’t look like typical farming equipment. I was just about to peek under one of the tarps when he returned.

“I see your hands have a tendency to wander. Hopefully we can put that to good use in your next task.” He went over to one of the tarps and revealed a medal piece of equipment. It almost looked like a gynecologists’ examination table, but it was a little different. He led me over to the equipment and said “For your next task, I want you to put on another show for me. This time, I want you to touch yourself, and show me how you make yourself cum. I will be grading you on your ability to turn me on”

Again, this didn’t sound too hard or harmful. At this point, it wouldn’t take me too long to cum anyways, so I let him help me up onto the table. He positioned my legs in the metal stirrups and then locked them in. My heart started to race, and he must have noticed the moment of panic course through my body because he gently explained “These are just to help me keep you secure so that you don’t get overexcited and fall off the table. They are also adjustable so that I can insure that I get the best view, so I am able to grade you better”. It seemed reasonable to me. He moved the stirrups apart as far as they would go. I was left very open and vulnerable. I was wet and aching to be touched.

“Begin” he stated.

I reached down and slide my hand into my panties and touched my pulsing clit. I moaned in pleasure. I didn’t realize how much I had been missing pleasuring myself. I had a lot of pent up tension inside me, and I was looking forward to letting it out. It was just a bonus that I was able to get a passing grade while doing so. With my other hand, I slid my panties to the side and I started to gently tease my opening. It was so wet, and I desperately needed something inside me. I pushed one finger inside me, and clenched around it.

My eyes were closed, and I was moaning loudly. I now had 3 fingers working my tight hole while my other hand was rubbing circles on my clit. I could feel the orgasm building. My muscles were clenching my fingers, my clit was getting bigger, my nipples hardening even more and then it hit me like a wall; A huge wave of immense pleasure. I was screaming and squirming as my body glistened with sweat and shuddered. I was thankful that my legs were secured or else I would have for sure fallen off the table.
I must have temporarily passed out from the exertion because when I woke up, there was a piece of metal in my mouth. It was in the shape of a circle, with a hole cut out in the middle. It held my teeth and mouth open really wide. I looked up and the Professor was undoing my legs.

“Sorry, you looked like you needed a break, so I decided to get you ready for your final task,” he explained as he cut away my panties and bra. “Your next task is about obedience and pleasing me. I will be grading you on your ability to make me cum. This is the most important of the three tasks and will make up 80% of your grade on this assignment. Now, I know you are desperate to pass, and since you look tired from the last task, I am going to offer you two choices. You can complete the task without assistance, or I can help you with the aid of one of my machines which will make it a lot easier on you. I won’t even deduct any points.”

I tried to speak, but with the medal in my mouth it was hard to articulate what I wanted. I managed to slur out “Help please”. The Professor helped me off the table and led me to one of the other pieces of equipment that were covered. He lifted it up and revealed another machine. He positioned me in front of the machine and had me sit on a wooden box against a wooden pole. He then spread my legs wide, and secured them with two metal cuffs, effectively leaving me open and vulnerable. He then secured my arms behind me to the wooden pole.

He positioned my head against the weird machine and then strapped it on to me. It sat at the back of my head, keeping it securely in place. I couldn’t move at all, as much as I tried.

“Since you opted for the easier version, I thought I would help you out and give you some motivation to still do your best.” He positioned what looked like a microphone stand between my legs. Then he attached a magic wand vibrator and turned it on high. My clit was instantly alive and I started to moan and drool through the piece of metal in my mouth. I closed my eyes and enjoyed the powerful sensations. When I opened my eyes, the professor was standing directly in front of me, his hard cock out of his pants, level with my mouth.

He stepped closer to me so that his cock was resting right between my lips. He fit perfectly inside the metal piece in my mouth. He turned on a switch and my head started to go back and forth. The machine was moving my head so that I was fucking him slowly with my mouth. I was moaning and starting to get close to cumming as he turned up the machine. Now my head was bobbing rather quickly and he was going so deep inside me that I could feel him touching the back of my throat with every thrust. I started to gag, and he started to moan and groan, which only drove me closer to the edge.

“I am going to cum in your pretty little mouth Sarah. Deep in your throat and all over your face” he grunted. I started to scream as my orgasm overtook me. It just kept going as the powerful vibrator still rested against my clit. I felt the first spurts of his hot sticky cum shoot into the back of my throat, and then he took his spurting cock out of my mouth and finished cumming on my face.

He left the vibrator on high as he walked away. I sat there with cum and drool dripping from my mouth; Cum all over my hair, eyes, cheeks, chest and dripping down and mixing with my juices between my legs. I had made a puddle on the floor.
Finally he came back and turned off the vibrator. He undid me, passed me my clothes and told me to get cleaned up and leave. He would have my marks ready by the next day.

***

If it weren’t for the soreness between my legs from my over sensitive clit, I would have sworn that the previous night was a dream. I walked down the hall towards Professor John’s office and knocked on his door. He opened the door and passed me a copy of my most recent test. This time it was marked with a B and it said “Excellent use of your skills”. My face turned crimson.

“Thank you for coming by. I realized that there was a mistake in the grading of your last test. I have corrected your grade. I hope you are as pleased as I am.” He said with a wink.
I thanked the professor and was secretly hoping I would get him next semester for Chemistry and that I would need to ask him for some extra credit assignments.