Cindy Kim Makes the Grade

[Cindy Kim 2]

Cindy Kim stared at the mid-term grade and felt her stomach churn. She had blown off the lit course pretty badly, but with the last minute cramming she'd done, she was sure she had done better than a D. But Professor Cooley had been harsh, and now one third of her grade for the course was blown badly. The best she could reasonably hope for out of this damned course was a C+, maybe a B- if she really put in the effort. But this was supposed to be a cake course to pump up her GPA, and she had organic chem and calculus taking up too much of her time for her to put it all into Middle English Lit.

She stared at Cooley. Middle aged, pudgy, unkempt, and hopelessly lost in academia. She wondered if he'd ever been laid, and decided that, given the way he openly lusted after some of the women in the class, probably not.

A thought struck her, and she instantly frowned at the prospect.

Not that putting out for a grade was something she was morally opposed to. She had given a particularly cute biology t.a. a blow job last year to get her intro bio lab grade up from a B- to an A, and had enjoyed every minute of it. But that guy was maybe five or six years older than her and good looking enough that she probably would have blown him even without a grade at stake.

As unappealing as Professor Cooley was, however, the idea of missing the cut on med school because of Alternative Views of Middle English Literature was far more galling.

She felt someone looking at her and turned to her right. Elizabeth Vanderford. English Lit geek extroardinaire. Cindy had run into her a few times, and they had never gotten along. Perhaps it was because the first time they had met, Cindy was half naked and underneath Elizabeth's boyfriend, now her fiance. Cindy grinned at the memory.

"Can I help you with something?" Cindy asked.

Elizabeth toyed with her long blond hair and looked meaningfully at Cindy's paper, "Maybe I should be asking you that question."

Cindy looked Elizabeth up and down. Tall and slim with fair skin, natural blonde hair, and blue eyes, Elizabeth looked like a barbie doll come to life. Complete with the pink BMW and a string of Ken look-a-like boyfriends and probably the Malibu dream house, Cindy thought. She took note of the Prada shoes and handbag and the Armani blouse and skirt. Nothing to rip on there, the girl had the unfortunate combination of style and money. Cindy instead went after the jewelry. Elizabeth sported an emerald ring with pride - a gift from her latest fiance, as Cindy knew perfectly well.

"Nice ring," Cindy snorted, "Mark give that to you? I remember when he gave it to me last year."

Elizabeth turned bright red with anger. But she couldn't blow off Cindy's barb - the sexy Asian had had her fiance before, who knew how many times.

Cindy turned away from Elizabeth and glared at her paper again. No doubt Elizabeth had gotten a fat A on the exam. But then Elizabeth lived and breathed this shit, and would undoubtedly be jockeying for a spot in the graduate program. As if that would be hard to get.

She looked up at Professor Cooley again. He was babbling about some author or another, already getting red-faced and short of breath as his excitement mounted. But she saw that his eyes were fixed on her, locked on her legs, and she could tell he was hoping to see up her short skirt. Cindy uncrossed her legs and let her knees fall just slightly open, giving him a good look at her black lace panties. She saw his eyes pop open wide, and she smiled. It would be revolting, she decided, but it would be an easy A.


"Come to my office at 5 and we'll talk about what you can do to improve your grade," he had said.

4:50 and Cindy was at the English Department building. She had gotten in a great workout, toning up her already toned and trim body, then luxuriated in the shower, letting the warm water run over her and soothe her. She had chosen her outfit carefully - a tight white blouse which would show off her round, firm tits and her great figure, a short black skirt, black high heels, and a blue jacket. An outfit unmistakeably provocative, but also cute and flirty in case he really just wanted to talk about English Lit. But given the way he had looked at her, like a hound considering raw meat, she knew things would go her way. She had even left the panties and bra at home.

Cindy found Professor Cooley in his office. It was a small, cramped office, with the afternoon sun peeking through the tiny window not enough to give light to the mess. The desk was cluttered with papers, the floor cluttered with boxes of journals, the bookshelves cluttered with old dusty books. Even Mr. Cooley, with his ill fitting shirt, askew tie, and reading glasses crooked on his pudgy face looked cluttered. When Cindy entered the office he stopped working on the computer, got up, knocking papers onto the floor, and hastily helped her into a desk chair next to his own. His eyes were fixed on her. Cindy, hiding her smile, stripped off her jacket and laid it over the back of the chair, bending over to do so, her ass not two feet from his face. She sat in the chair, sitting up straight and pushing her breasts out in the tight blouse.

Her foot, black heels hanging casually from her toes, casually brushed his shin.

He cleared his throat and started, "Cindy, I've looked at your academic record, and you're an excellent student. What happened?"

She brushed her hair back, opening her eyes wide and appearing eager and interested, apologetic for her poor performance, and said, "Dr. Cooley, I really have no idea. I worked very hard on the material, but somehow I just didn't have a good grasp on it. I'm so sorry for doing so badly!"

He waved his hand, "No need to apologize, Cindy. It happens. But you're going to have to work very hard to overcome that kind of performance. Given that you're pre-med, I almost wondered if you were just blowing off the course."

She shook her head emphatically, "Oh, no sir, never. I really love the material. And your lectures are quite...stimulating." Her foot moved forward and brushed again on his shin.

He coughed, his eyes moving up and down her body again. He licked his lips and said, "Well, certainly if you're truly devoted to the
course, we could probably find some kind of project for you to do..."

"Anything," Cindy said quickly. Here it comes, she thought. Just imagine Brad. Or Mike. Or John....oooh yes, John. She wondered what John was doing that evening.

His hand was on her knee. Cindy smiled at him, welcoming his approach. He moved his hand up her leg, up her thigh, sliding his pudgy fingers under the hem of her skirt. She almost laughed when his eyes popped wide open as his fingertips touched her wet pussy lips.

"Oh my lord," he said, stroking her soft pussy with his fingers. Cindy spread her legs for him, pulling her skirt up to give him a full view of her shaven twat.

He leaned back in his chair and said, "Stand up Cindy."

She did, pushing her skirt back down. He looked at her body and said, "Take off your blouse."

Cindy quickly pulled the tight blouse over her head, tossing it aside and touching her firm round breasts softly, feeling her nipples perk up with the stimulation. He had a bulge in his pants now.

"Turn around."

Cindy turned.

"Drop your skirt."

Smiling now, knowing the A was in her grasp, she unclasped and unzipped her skirt, and let it fall to her ankles. She felt his hands move up the backs of her thights, then up to her ass, groping her buttocks.

"Bend over the desk," he said. "You're a naughty slut and you deserve a spanking."

She giggled, surprised at how this had turned. He was a little S and M nut, of all things. She had expected a blow job, maybe a quick fuck and out the door, but he had some games in mind.

Sure enough, as soon as she was bent over, he moved up behind her and smacked her bare ass hard with his hand. She gave a little squeal, more out of amusement than pain. He smacked her ass again, giving her a hearty spanking. Cindy took it in stride - this was nothing she hadn't done before often enough, and while she didn't really get into the S&M thing, at least he wasn't coming at her with handcuffs and whips.

Then the office door opened. Cindy stood upright, covering her tits and pussy, and nearly fainted with Elizabeth walked through the door. Elizabeth stopped short, looking shocked, still dressed to a t in her armani suit. Then she smirked.

"Should have known you'd resort to this!" Elizabeth said.

"And what are you here for?" asked Cindy, putting her hands on her hips. Professor Cooley sank down into his chair.

"Working on a research project with Dr. Cooley," Elizabeth retorted. "Though not quite this kind of research."

Cooley straightened his glasses on his face and said, "I sense some tension here. Elizabeth, do you know Cindy?"

"She's a dirty slut, Professor. No class, upbringing, or morality at all."

Cindy shot her a withering look, but Elizabeth was looking just at Cooley now, her expression and stance one of respect, intelligence, and professionalism. Bitch, thought Cindy.

"Perhaps you'd like to punish her for that," Cooley suggested.

Elizabeth said nothing, her jaw hanging open in surprise. Cindy smirked now,
wondering what the blonde ice queen would do.

"Professor, I don't think that would be appropriate. I mean, you and I will be colleagues soon and..."

"I'll decide that, Elizabeth." Professor Cooley said. "I wouldn't want a colleague who was unwilling to try a simple suggestion. Cindy, perhaps you can follow a suggestion. Turn your back to Elizabeth and bend over, putting your hands behind your ankles."

Cindy moved around the desk and took the position Cooley had described, her ass now perked up in front of Elizabeth. Elizabeth hesitated, then put down her purse and moved to Cindy's side. Tentatively she smacked Cindy's ass.

"Harder, Elizabeth, for God's sake," Cooley said with some exasperation.

Elizabeth smacked her again, much harder. Cindy winced. Wow, the bitch was getting into it. Probably still pissed about her boyfriend.

"You like this don't you," Elizabeth hissed at Cindy. Cindy stayed silent, but had to admit that she did, a little. She looked up and saw that Cooley had his pants unzipped, his cock in his hand, rock hard. Elizabeth saw it too and groaned. She smacked Cindy still harder.

Finally Cooley, stroking his pole, said, "Enough, Elizabeth. I think you need a rest. Why don't you let Cindy assist you out of that uncomfortable looking suit and let her give you a massage. Orientals are good at that."

"Orientals?" grumbled Cindy.

"Disgusting," said Elizabeth. But she began to unbutton her blouse.

Cindy noted with surprise that Elizabeth was wearing a very sexy bra underneath - white and lacy, barely cupping her large breasts, the edges of her pink nipples exposed. Maybe she was working it a little bit more to keep Mark happy these days. With real curiosity Cindy unzipped Elizabeth's skirt and tugged it down past her hips, letting it fall to the floor. Elizabeth's tight, firm ass was fully exposed by a lacy white thong. Cindy peeked at the front and saw that the front was lacy and sheer, and she noticed that she couldn't see any pubic hair underneath the fabric.

"My my my," breathed Cooley, squeezing his bulging cock a little harder. "Massage her, Cindy."

Stifling a giggle, Cindy rubbed and squeezed Elizabeth's shoulders, working the bra-straps to the side and letting them fall down her arms. Elizabeth did not move, but Cindy felt her shoulders relax at the touch. She even heard a soft moan escape from Elizabeth. Curious to see where Elizabeth would let this go, Cindy moved her hands down and deftly unsnapped the bra, then moved her hands under Elizabeth's breasts and began to massage them. Elizabeth almost sank back into her arms. Cindy moved close behind her, brushing her breasts against Elizabeth's back and moving her bare crotch up to Elizabeth's ass. Cindy moved her right hand down Elizabeth's flat stomach and slid it smoothly into her panties, quickly finding her hot button of a clit with her forefinger and moving it in little soft circles. Elizabeth was wet already, and she moaned louder at the touch.

"Aren't you the little slut after all," Cindy whispered in Elizabeth's ear.

"Fuck you, bitch," hissed Elizabeth, but her right hand was tugging at her panties, pulling them down her hips to help Cindy. Cindy obligingly moved her hand up and down over Elizabeth's cunt, sliding her middle finger deep inside, then withdrawing and rubbing Elizabeth's clit with her juicy finger. Elizabeth moved her hips, swaying back and forth under Cindy's touch, and Cindy found herself becoming wet and horny.

"Eat her pussy, Cindy," Cooley instructed. "Elizabeth, come sit in this chair here next to me and let Cindy eat you."

Her panties still taut about her hips, Elizabeth hurried around the desk and sat in the chair, leaning back, her ass perched at the edge of the chair, looking hungrily at Cindy. Cindy bit her lip, surpressing a grin at the sight of this formerly cold bitch so horny for her. Cindy knelt in front of Elizabeth and pulled her panties down past her ankles, allowing Elizabeth to step out of them. Elizabeth spread her legs, opening her shaved cunt up for Cindy. Cindy touched her wet, pink lips with her fingers, then moved forward and softly kissed Elizabeth's sweet cunt. On her knees, her hands on the ground beneath Elizabeth's chair, Cindy leaned forward and licked up and down, finally settling in and caressing Elizabeth's clit with her tongue. Elizabeth moaned and gasped, her hands alternately rubbing her own breasts and running through Cindy's hair.

"Oh dear lord," Cooley gasped.

Cindy giggled at that, enjoying the taste of Elizabeth's pussy almost as much as she enjoyed knowing that Elizabeth was drawn into this despite herself. She had such a deep well of lust inside of her, and Cindy was making it flow over. Cindy raised her hand and slid her forefinger easily into Elizabeth's twat, massaging it in and out as she sucked and licked and kissed her sweet clit.

Then she felt two pudgy hands on her ass, and she heard Cooley settle behind her. His stomach brushed against her ass and the head of his cock pushed up against her cunt. Elizabeth moaned, and Cindy was happy she had that beautiful pussy in front of her to distract her from what was going on behind. Cooley moved his cock with his hand, resting the head up against Cindy's twat lips, and then slid into her in one long smooth stroke. She felt his gut rubbing up against her ass as he pushed into her, burying his plump shaft deep in her cunt. Cindy gasped, licking Elizabeth's pussy furiously as Cooley began to thrust rythmically into her.

"Such a sweet little snatch," Cooley grunted as he fucked her. "Lord it's been years since my wife's felt like this. But even in high school she wasn't this tight."

Despite herself, Cindy felt her orgasm build. Elizabeth's cunt smelled and tasted so intoxicating. And Elizabeth was moving against her face, coming close to her own climax. Just the thought of having the cold blonde cum on her face sent Cindy over the edge, and she bucked her body against Cooley's rod.

"Oh yes I am a god," Cooley grunted as the slim Korean grinded her snatch against him.

Cindy drove her tongue into Elizabeth and Elizabeth responded, clutching Cindy's head and crying out with delight, her pelvis twitching as she shuddered. Cooley followed suit, thrusting deep and pumping his cum into Cindy's twat. He huffed and gasped, and then almost fell backward out of Cindy.

She rose and turned around, looking at him. His face was beet red, his eyes bulging, the veins in his neck bulging, his balding head beaded with sweat. But his cock was still rock hard, and he nodded at Cindy, "Now you, sit in the chair. I want to see Elizabeth lick my cum out of you."

Elizabeth, her large breasts still heaving from her own climax, smiled at Cindy and slid out of the chair. Cindy sat down, leaning back, shocked to see Elizabeth willingly, eagerly, come forward, her ass perked in the air, placing her face in Cindy's hot crotch and running her tongue up Cindy's swollen pussy lips. Cindy gasped at the feel of that soft tongue against her. Cooley watched, still puffing like a furnace, fondling his rod as he watched the blonde kiss and lick Cindy's cunt, teasing the cum out of her.

Then Cooley moved behind Elizabeth, pushing his cock up against her. But Cindy could tell he wasn't going into her cunt. He was higher up, placing his plump cock against her ass

Elizabeth moaned, pausing to protest, "Professor, I've never taken it that way..."

"Live and learn," he grunted, and then he thrust into her, burying his cock in her ass. Elizabeth cried out, closing her eyes, but then she buried her mouth in Cindy's cunt and just licked her passionately as Cooley pumped like an animal into her ass. Cindy stared at him in awe, his face red, eyes and tongue bulging, his body moving vigorously, slamming Elizabeth like a fifteen year old having his first fuck. She came again watching that, overwhelmed by the way Elizabeth was giving herself to them. Then Cooley tensed up, buried to the hilt in Elizabeth's ass. Cindy thought he was orgasming again, but then he just fell back, collapsing onto the floor, knocking back his chair as he fell against it.

"Holy shit," Cindy gasped.

Elizabeth twisted around, leaning up against Cindy's leg, and looked at Cooley, and said, "Thank God, I was wondering how long that old goat could go. My ass is gonna be so sore!"

"Jesus, Elizabeth, he could have had a heart attack," Cindy said, getting up out of the chair and squatting over Cooley. She felt his carotid pulse, and sighed when it was there. He was breathing, softly, but steadily. "Wow, thank God, I think he just passed out."

"Well don't just kneel there," Elizabeth said, "We've got work to do."

Cindy looked at her, "What do you mean?"

Elizabeth was digging into her purse, and she pulled out a digital camera, "I mean this. Lay our underwear on him, but don't cover his face."

Cindy giggled, "You are bad."

Elizabeth said simply, "I want to write my own letter of rec from him, and you want the A. And I don't feel like letting him fuck me in the ass again to get it."

"Ditto," Cindy laughed, laying their underwear on Cooley. Elizabeth snapped several pictures. Cindy moved into the camera field and sat next to Cooley's head, making sure her legs were open, her twat showing. "Keep my face out of the pictures," Cindy said.

Elizabeth laughed, snapping several more shots. Cindy straddled Cooley's face, leaning over so her twat was open for the camera. Elizabeth grinned and took more photos.

Cooley, perhaps aroused by the smell of Cindy's twat over his face, began to stir. Elizabeth calmly put her camera back in her bag and began to put on her blouse, leaving her underwear on Cooley.

Cindy followed suit, putting on her skirt and blouse. Just as Cooley began to open his eyes, they finished dressing. Elizabeth motioned for Cindy to follow her and they quickly left the office.

They walked quietly together out of the building. Once outside, in the cool evening, they walked hand in hand down the quad.

"I'll email him the pictures," Elizabeth said. "Then after class tomorrow you and I can have a quick meeting with him. You've got your A, I've got my rec."

"You are so cold," Cindy said, "But I love it."

"Friends?" Elizabeth asked.

Cindy gave her a quick hug, "Definitely. You're cool with me. Sorry about...well, you know."

Elizabeth gave her a mischevious grin, "You know, Mark will be waiting for me at my place."

"Good for you. Get some that's enjoyable!" Cindy said.

Elizabeth moved her hand down and squeezed Cindy's ass, "I was thinking we might give him a little surprise together."

"You'd share?" Cindy gasped.

"Well, I'm actually being a little selfish," Elizabeth said. "My price for you enjoying my Mark is that I get to enjoy that fantastic tongue of yours again. It'll get Mark in the mood, anyway, watching that."

Cindy felt her pussy moisten again at the memory of Elizabeth's wonderful twat. She nodded, and they hurried toward Elizabeth's dorm together. Halfway there Elizabeth giggled.

"What?" Cindy asked.

"How come," Elizabeth replied, "It feels like Mark's getting the best end of this bargain?"

Cindy laughed, "Somehow guys just seem to have that kind of luck with me. But I think tonight you and I are going to have plenty of fun of our own. And if Mark passes out, we won't waste time taking pictures. We'll just have our own little party. I want to feel your tongue again, too, you know."

"You won't have to wait long," Elizabeth promised.

She didn't have to wait long at all. When they reached Elizabeth's dorm
room Mark was there, lounging on the couch in boxer shorts. He turned as
they entered and started to greet Elizabeth casually, then stopped short
when Cindy followed her into the room. Cindy almost laughed at the look of
panic in his eyes, like a deer caught in the headlights.

"Jesus, honey," he said, "We've talked about this so much. You know I'm
sorry. You know you're the only one for me. Cindy, you know I didn't mean
to use you...oh man I can't believe we're going through this again!"

Elizabeth said nothing, but merely closed the door and turned to Cindy.
Cindy smiled as Elizabeth stripped her down, still silent. As Cindy's
clothes fell to the floor Mark stared in amazement. Cindy saw his cock
bulge out against his boxers, then escape from the hole, standing stiff as a
pole. Elizabeth, still silent, kissed Cindy's breasts, her fingers moving
down and exploring Cindy's wet cunt. Elizabeth stood again, letting Cindy
disrobe her, and the two women pressed tightly together, kissing
passionately, their hands exploring one another's bodies as Mark watched in
silence, stroking his cock. Following Elizabeth's guidance, Cindy laid on
the floor on her back, and Elizabeth kissed down her body, stopping only
briefly to kiss her nipples before moving down and sliding her tongue into
Cindy's pussy. Mark waited no longer, getting up off the couch, stripping
down his boxers, his rock hard cock standing straight out as he walked over
to the two women. He laid on the floor next to Cindy, his head down by her
waist, his gaze fixed on Elizabeth's mouth and tongue pleasuring Cindy. His
cock pressed against Cindy's cheek, and she turned her head and took him
into her mouth, sucking and licking him. His hand found her clit and he
played with it while Elizabeth ate her. Cindy orgasmed under their
stimulation, writhing as she sucked him.

Elizabeth moved back up Cindy's body, laying on her, joining her in sucking
and licking Mark, but her right hand moved back down to Cindy's cunt,
joining Mark's in playing with her. Cindy held Mark's cock with one hand,
using the other to return the favor to Elizabeth. She felt Mark's cock
stiffen, his balls contract up, and he groaned as his cum spurted out into
Elizabeth's mouth. Elizabeth took his whole cum shot, sucking on his head
while Cindy licked his balls. Then, when he was done, she and Cindy kissed
again, their tongues mingling in his chism, spreading his juice over each
others' lips and cheeks.

While they kissed, Mark moved behind them and Cindy felt Elizabeth perk her
ass up in the air. Elizabeth moaned and Cindy knew that Mark had slid his
hard cock into her. Still kissing Elizabeth, Cindy reached down between the
blonde's legs with both hands and, with her left hand, felt Mark's slick
cock sliding in and out of her, while with her right hand she played with
Elizabeth's clit. Elizabeth began to buck and moan, orgasming again and
again while Mark fucked her. She took all he had, her body rocking in
pleasure, until finally he released her, letting her roll to the side.
Cindy looked down between her legs at Mark's still hard, wet rod. He was on
his knees, his hands cupping under her ass. Cindy smiled, planting her high
heels on the ground, and lifted her hips up. He drove his cock eagerly into
her, and Cindy cried out with pleasure, feeling Elizabeth's juices mingling
with her own. Elizabeth watched them, playing with her twat, then moved to
straddle Cindy, facing Mark, and Cindy tilted her head back and began to
explore Elizabeth once more with her tongue. Elizabeth and Mark kissed
passionately, she taking pleasure from Cindy's mouth while he rammed her
pussy hard and fast. Cindy came again and again, overcome by Elizabeth's
wonderful smell and taste and Mark's iron hard shaft. Then Mark drove all
the way into her, firing his orgasm deep into her twat. Elizabeth came
again crying out as Cindy ticked her clit with her tongue. And Cindy hit
her climax with them, grinding into Mark's pelvis, gasping and moaning into
Elizabeth's twat.

Mark pulled out of Cindy and sat back, watching the two women lay on the
carpet next to each other, their pussy's oozing his cum and their faces
glazed with it along with each other's juices.

Elizabeth kissed Cindy and purred, "You know, when Mark and I get married,
I'm going to need a maid of honor. I'll want someone who knows both of us
very well."

Cindy grinned, "Then I'll have to come over alot before your wedding. I
have a feeling I'd like to get to know you two very well."

Mark just sighed, smiling.