When they came to my office after I posted the midterm exam grades, I knew exactly what was coming next. First, Todd swaggered into the room, a beautiful but dim-witted boy from my Intro to Feminist Studies class. He wore a tight black v-neck and athletic shorts that seemed to draw the eye to his bulge.

Jessica followed him in, and I pretended not to notice that she locked my office door after closing it. She was a perky blonde wearing a blue plaid jumper that was not quite scandalously short. Her shoes were cute but cheap Kardashian knockoffs.

I knew their type well. Todd was a football player, and Jessica was his cheerleader girlfriend. They were the definition of a power couple, coasting through life on their popularity. During every class, they sat in the back row, flirting and not paying attention. They were here today because I gave them each a D on the midterm, shattering their expectations of an easy A.

So they sat on my couch and launched into the usual pitch about how concerned they were about their grades. Jessica explained their desperate need to pass my class to qualify for their student aid. She wondered aloud why it had to count for such a large part of the grade.

Todd seemed content to let his girlfriend do most of the talking. He didn’t mind a woman taking the lead, I noted with interest. His arm was draped across the back of the couch, and his attention was wandering. He spread his legs wide, crowding Jessica who had to keep hers crossed. I mentally rolled my eyes at the careless way young men seem to expand to fill all available space, while women are trained to shrink.

Jessica kept talking, trying out different excuses. She brought up the idea that students learn in different ways, and some aren’t cut out for exams. We talked about the stress that the current political environment was putting on students. She even brought up the unseasonable heat wave we were experiencing.

When she sensed that I wasn’t going to budge on the midterm grades, she shifted strategies. With studied casualness, she leaned back on the couch. Then she uncrossed her legs, ensuring I would get a peek up her skirt of bright pink panties. She smirked when she saw my eyes flick down, confident that she was taking control of the situation.

As she continued chatting, she let her hand slide up Todd’s thigh, trying to draw my eyes to the outline of his cock. She stopped short of fondling him. I allowed her to see me looking.

My favorite part of this dance is how every student thinks they’re the first to come up with such a cunning plan. I smiled patiently as she shifted the conversation to more personal matters. She talked about life on campus and how she and Todd had met. When she thought she could get away with it, she started asking questions about me. How long ago had my husband and I separated? She wondered aloud if it was difficult for a university professor to find time to date. I agreed that it was, and tried not to chuckle at how obvious she was being.

Encountering no resistance to her new approach, she grew more brazen. Her hand drifted the rest of the way up Todd’s thigh and came to rest on his cock. All the while she continued to talk about how lonely I must be. He looked startled but didn’t stop her, even when she began to rub him through the thin fabric of his shorts.

Finally, Jessica played what she assumed was her ace in the hole.

“I see you’ve noticed my boyfriend’s cock, professor.” She stressed the word “cock” to see how I would react. I played my part, doing my best to look shocked. I averted my eyes, pretending to feel guilty about getting caught staring.

“Oh, don’t be embarrassed, it’s a very nice cock. Would you like to see it?” I shifted uncomfortably in my chair as she gestured for Todd to stand. He did so with an apologetic look, as though he felt more awkward about being a prop in her scheme than anything else.

She grinned wolfishly as she tugged down his shorts to reveal a rather attractive package. A well-trimmed crown of pubic hair drew the eye down the length of his semi-erect shaft to the circumcised tip. I gasped in mock horror and stood up as if I was going to walk out.

“You’re not leaving now, are you professor?” Jessica grinned, delighted at how well her plan was going. She gripped his cock and started stroking. He swelled in her hand, and his head turned a dark red-purple color. “Look how hard Todd’s getting for you.” I sat back down and bit my knuckle, trying to look nervous.

“He likes you, you know. He told me that sometimes during class he fantasizes about you. He thinks about you on your knees, sucking his cock.” She continued to emphasize every dirty idea, relishing their apparent power over me. I squirmed in my chair. I was only acting uncomfortable, but I didn’t have to fake my growing arousal. I was salivating at the thought of him in my mouth.

“He sits through your lectures and imagines what you would look like with his cum all over your face. Isn’t that right, Pookie?” She smiled at him, and he looked away blushing. I caught his eye, and he nodded, his embarrassment outweighed by his growing desire. I did my best to look surprised, though, in my experience, every male student has the same fantasy.

“Oh, professor! Look!” I followed her gaze and saw she had milked a drop of precum from his cock. “You know, It would be a shame to waste that.” She pointed it at me and grinned wickedly. “Would you like to taste it?”

I wanted to cheer at how well things were going, but I made a point of appearing to hesitate before I stood up. I took a deep breath and walked around my desk, pausing for a long moment before kneeling on the carpet in front of Todd. Jessica beamed with triumph and continued to stroke his shaft, aiming it at my face. The bead of precum glistened on his tip. I licked my lips, hoping I looked more nervous than hungry. My heart was pounding with anticipation.

Nodding as though I’d only just made up my mind, I closed my eyes and leaned forward to taste him. I savored this moment before things started moving more quickly. Jessica perched on the edge of the couch, still gripping his cock, eager to see me lose my composure. Todd standing erect before me, the strong taste of his precum on my tongue. The rough texture of the carpet against my knees. The blossoming heat between my thighs.

All hesitation discarded, I opened wide and took as much of him as I could into my mouth, until my lips brushed her fingers. He gasped as I sucked hard and swirled my tongue. I traced around the ridge of his glans before teasing his opening. His head fit pleasantly in my mouth, not too long or thick.

Jessica was grinning in triumph as she continued to stroke Todd’s shaft. She watched, fascinated, as her boyfriend’s cock slid in and out of my mouth. As my tongue danced with his tip, my hands moved under his shirt. I traced my fingernails over his skin and felt him shiver. When I reached back to grab his ass, his muscles clenched and he tried to push deeper into my mouth.

Sensing this, Jessica released him and moved my hands from his ass to his cock. I took the suggestion and began sucking more eagerly. As I wrapped one hand around his shaft, pulling him into my demanding mouth, I let the other cup his balls. When I tickled the sensitive skin behind them, he cried out, and I tasted another small spurt of precum on my tongue.

I was so focused on Todd that it took me a moment to realize something had changed: Jessica had stopped talking. A quick glance confirmed my fear: She was leaning back on the couch, looking unsure of herself.

When she allowed me to take over, a moment of self-doubt must have hit her. Watching her boyfriend moan as another woman went down on him, she worried she wasn’t needed. If I didn’t do something to restore her sense of control, she might decide the whole thing was a mistake.

I sat back on my heels and stopped sucking Todd’s cock. “What am I doing?” I whispered to myself. Jessica shifted on the couch, then sat up straight, looking worried.

She caught my eye, and I let her see confusion and self-doubt. To sell this, I had to allow myself feel it for a moment. The concern that I had let myself get carried away in the heat of the moment. The fear of what this could do to my career.

I saw a tiny flash of relief in Jessica’s eyes as she realized that she was still needed. That without her involvement, this plan would collapse like a house of cards. Then that wolfish grin crept back over her face as she decided to reclaim control.

She moved behind me and dropped to her knees. I continued to look uncertain, giving her the opening to tell me what to do. I felt her settle, straddling my calves, and I inhaled sharply when I felt her lips brush against my ears.

“Why’d you stop, professor?” She whispered, savoring the way her breath on my neck made me shiver. “I can tell you still want that cock in your mouth.” I whimpered a little, and licked my lips, as though I wasn’t sure whether to continue.

I felt her hand on the back of my neck, gently prodding me towards him. Not a rough shove, not demanding. This was more of a suggestion or even a reminder. I allowed myself to be moved, opening my mouth and taking him back in. Todd gasped as the heat of my mouth enveloped him once more.

Jessica left her hand on my neck and continued to whisper filthy things in my ear. She clearly relished the task of keeping me aroused.

“You’re enjoying this, aren’t you?” I moaned in approval. “You love the way he fills your mouth. You love the taste. How long has it been since you had a cock this hard for you?” (Not as long as she thought.) “But you can do more. You can take him deeper.” Again, I felt a suggestive pressure on the back of my neck. I grunted in submission and bobbed my head lower, taking a bit more of him in my mouth.

“Come on, professor. You’re desperate for this, I can tell. You want more. You need more.” I moved faster, sucking harder, swirling my tongue and making loud wet sounds. Jessica breathed huskily in my ear: “Deep-throat him.”

I leaned forward, taking him deeper. I felt his cock hit the back of my mouth and I kept pushing, allowing him to slip into my throat. I heard Todd groan, and though he was as deep as I could take him, I kept moving, rocking my head to increase the sensation. I moved my lips around the base of his shaft. I swallowed his cock until I felt it twitch and I almost gagged. I let him slip out until his tip rested on my tongue once more.

“That was good,” she praised me, “Very good.” I felt her hips grind against me from behind. She whispered filthy things in my ear, encouraging me as I fellated her boyfriend. At the same time, her hands began to roam. She caressed my ass and my hips, then moved up to cup my breasts. The sensation as she touched them, even through my clothes, was delicious. It felt like she was rewarding me. My nipples hardened as she grazed them, sending shivers down my spine. The heat between my thighs grew more insistent.

Abruptly she wrapped a hand around my ponytail and jerked my head back. Todd and I both gasped in disappointment as his cock left my mouth with a rude wet sound. The aggressive move was all the more shocking given how gentle she had been. Perhaps I’d overplayed the “you should take control” card.

“That’s enough of that,” Jessica said as she stood up behind me. She indicated with a tug of my hair that I should rise with her. I bit my lip to suppress the grin I felt and climbed to my feet.

For a tantalizing minute, I wasn’t sure what would happen next. Jessica stood behind me, assertively gripping my ponytail. Her other hand rested on my side, above my hip. I was shivering with anticipation.

Poor Todd stood before us, cock glistening with my saliva, looking confused and horny. I guessed she’d never gotten quite this dominant with him before and he was trying to figure out if he liked it. I bit my lip as I realized that I liked it.

“Take off your shirt, Todd.” Obediently, he pulled it over his head and dropped it on the floor. Jessica and I took a moment to admire his undressed body. He stood proudly as we looked. He was in good shape and knew it.

“He does have a nice body, doesn’t he, professor?” I nodded, and she continued whispering in my ear. “But now, don’t you feel a bit overdressed?” I couldn’t help but grin. This was going to be fun. I nodded, and she kissed my cheek before turning her attention to Todd.

“Pookie, I want you to undress the professor.” It was a simple direction, but he looked unsure how to begin. I could practically feel her eyes roll as she clarified: “Start by removing her top.” I bit my lip to avoid showing how pleased I was with “their” plan.

He stepped forward and started undoing my buttons. When he looked down my shirt as it began to open, I was glad I wore a sexy bra today. He stumbled with one of the buttons, and I worried he was going to rip the silk. But when I moved to help him, she tightened her grip on my hair and said: “No, no, professor. Let him do it. He’ll be careful.”

After an achingly long minute, Todd finally got my shirt unbuttoned and untucked.

When Todd returned, he waited to be told what to do next. I could hear Jessica’s smile as she said: “Now take off her bra.” He looked excited and stepped closer to us. I prepared for a bit of fumbling as he reached behind me. But he surprised me by deftly unhooking it and slipping the straps down my shoulders in one smooth motion. Apparently, he’d practiced that.

As he stepped away to place my bra on my desk, Jessica released my hair and walked in a slow circle around me. She surveyed my body, allowing her eyes to take in all my exposed flesh. She paused in front of me, making a point of letting me wait.

Finally, she nodded, satisfied with what she saw. As she walked behind me to unzip my skirt, I saw Todd was also staring. I tried to mirror his self-confidence and straightened my back to stand proudly under his gaze.

Jessica helped me shimmy the skirt down my hips and step out of it before laying it on my desk. Now I stood in the middle of my office, wearing nothing but heels, thigh-highs, and a lace thong. Todd watched with hunger in his eyes as Jessica stepped behind me again.

Her hands crept up my sides and cupped my breasts. She began teasing me, alternately squeezing and then lightly pulling on my nipples. I laid my head back on her shoulder and moaned when she kissed my neck. Her hands were warm, and her lips were soft against my skin.

“You’ve got lovely tits, professor.” I purred appreciatively and was surprised to find a small part of me was glowing from her approval. “See, Todd thinks so, too.”

I lifted my head to look and found Todd staring lustily at my breasts. Then his eyes drifted down my stomach and along my hips before lingering on the thin lace fabric of my thong. I returned the favor, allowing my gaze to drift down past his navel. His cock twitched when I looked at it.

Sensing the direction of my gaze, Jessica grabbed my ponytail and jerked my head back again. My heart was pounding with excitement. I felt exposed and vulnerable. Was this the next part of her plan? God, I hoped she was going to let him fuck me.

With my head angled back, I had to look down my nose to see Todd. I watched his gaze return to my chest, rising and falling with each breath I took. My nipples were stiff from his girlfriend’s teasing. The areolas had puckered and darkened, demanding attention. I shivered and watched goose-flesh prickle my bare skin.

“Todd,” Jessica said, and he glanced over my shoulder, making eye contact with her. “Show the professor how much you like her tits.” He wasted no time, dropping immediately to his knees and grabbing me roughly.

I cried out in surprise mixed with pleasure. In contrast to the gentle teasing Jessica had been doing, Todd was urgent and demanding. His hands squeezed and gripped and pulled. He wrapped his lips around my nipple and sucked hard. I felt his tongue swirl against my sensitive skin the same way I had done to his.

Gasping in pleasure, I wrapped my hand around the back of his head, pulling him closer. He responded by sucking more of my breast into his mouth. I nuzzled his head and buried my face in his hair. After a minute, I gave him a nudge, and he switched to my other breast, giving the abandoned one a comforting squeeze.

Jessica pulled my head back again to expose my neck. She kissed and nibbled her way along my shoulder. When I felt her shift as if to move away from me, I grabbed her hair and pushed her face against my neck. She responded by sucking on my earlobe, sending shivers down my spine.

What turned me on more than anything was the forbidden nature of what we were doing. Here I was in my office sandwiched between two of my students. The door was locked, but I could hear people walking past in the hall. My hands tangled in both their hair, pressing their mouths against my body. I was wearing little more than an increasingly damp thong. The room was full of sexual energy, like a dam about to burst.

Jessica’s free hand moved along my hip. I gasped as she slipped under the lace waistband and her fingernails grazed my hip bone. I tightened my grip on her hair as her hand moved lower. She ran her fingers through my trimmed bush. I moaned in anticipation of the wetness she would find next.

Instead, she let me go, stepped around to my side. Before I could cry out in disappointment, she touched my cheek, and her lips met mine. Our kisses were soft and sensual and left my knees weak. I closed my eyes to savor the feeling. Her tongue teased against my lips until I parted them and responded in kind.

I could have kissed her like that for a long time, but soon another hand grabbed my chin and turned my face away. Todd’s mouth pressed against mine with urgency. I could feel the bristle of his five o’clock shadow on my skin. His tongue probed between my lips, aggressively pursuing me. I felt like I was melting under the intensity of his need.

While he kissed me, Jessica slipped my underwear off. A moment later, she gently separated us, leaving me panting with desire. Todd looked disappointed for a moment until she squeezed his cock and gave him a long, wet kiss.

“Just a second, Pookie. Let me help the professor get more comfortable.” He grunted in agreement, and she led me to the couch. I sat, and she had me lay back and scoot down until my ass was hanging off the edge. Kneeling on the floor next to me, she grinned and spread my legs.

Todd was shamelessly masturbating at this point. He stroked the length of his shaft, rubbing his thumb over his glans with each pump. His eyes locked between my thighs, desperate for his girlfriend to give him permission to fuck me. But she was having fun making him wait.

“Oh Todd, look what you’ve done to the poor professor.” She rubbed her fingers over my lips, spreading my juices around to prepare me for him. “She’s dripping for you.” I cried out as she slipped a finger inside me. When she pulled it out, a creamy string of my wetness stretched between my pussy and her fingertip.

Todd knew better than to move without Jessica telling him to do so. He stayed where he was, breathing heavily and touching himself.

“Look at her squirm,” she said, spreading my lips with two fingers. “I think this poor, lonely lady is in desperate need of a good fucking.” She looked at me innocently, as if this hadn’t been her (my) plan all along. “Is that what you want, professor?”

“God, yes,” I whispered, arching my back and wiggling my hips to rub her fingers against me. I was watching Todd’s cock and imagining how it would feel inside me.

“Say the magic word.” Jessica drawled, relishing her complete control over me.

“Please!” I gasped.

“Please, what, professor?” She smiled and brushed a finger over my clit, making me jump. “Be specific.”

“Please,” I moaned, “Let Todd fuck me.” I wasn’t acting. I could barely get the words out. Although I had engineered this whole thing, at that point, I was desperate. Jessica had played her role well and had me quivering for more.

“Well, since you asked so nicely.” She turned to Todd and nodded. He smiled and dropped to his knees between my thighs. She leaned over me, unashamedly trying to get a good angle to see as he entered me. He hesitated for a moment, stroking his cock and rubbing it against my lips to coat it in my juices. I bit my lip in anticipation.

Then she slapped his ass, causing him to buck forward. I laughed at the surprise on his face and then gasped when his cock plunged into me. Jessica grinned eagerly, enjoying watching his cock spread me apart. He paused with his eyes closed for a moment after he entered me. I did the same, savoring this first moment of fullness.

When he finally pulled out and pushed back in, my lips parted eagerly around him and kissed the base of his shaft. He started fucking me slowly, but his pace quickly increased. Soon the room was filled with the wet sound of my cunt swallowing his cock. He was thrusting forcefully, grunting each time, already building towards his climax.

Jessica’s hands roamed over our bodies, squeezing his ass and my breasts. I heard her talking, urging him to fuck me harder, but I didn’t register the words. I was no longer aware of the game we were playing, or how I should be acting. My world narrowed to Todd’s cock and my soaking wet pussy.

He cried out, and leaned forward, almost crushing me as he tried to push deeper. I realized he was about to cum. Moaning with excitement, I dragged my fingernails down his back and grabbed his ass. I whispered encouraging words and rocked under the weight of his body. His cock swelled even larger, and then began throbbing inside me as he came. I wrapped my legs around him, trying to pull him even closer. He grunted into my shoulder with each pulse, and I felt a spreading warmth inside. After a moment, I felt him unclench and relax as his orgasm passed.

I bit my lip when he pulled out. My pussy was swollen and sensitive, and my clit was buzzing with need. I hadn’t realized I was so close to my own orgasm. As he slipped out, I felt one last hot spurt of his cum land on my clit, and I couldn’t help letting out a small cry.

I tried to catch my breath as Todd collapsed back onto the carpet. Before I could feel disappointed, Jessica surprised me by taking his place. Still gasping with desire, I watched her kneel between my parted thighs with a wicked look on her face.

“Isn’t that typical of a man to pop his load and leave a lady hanging. I guess I’ll have to clean up his mess.”

I lost all pretense of playing it cool at that point and moaned with need as she traced her fingers up my thighs. A sloppy mixture of my cream and Todd’s cum covered my pussy lips. My breath caught as she spread them wide and slipped two fingers inside me. Turning her hand to make a come-hither motion, I felt her fingers graze my g-spot. My entire body was tense, quivering and ready to lose control.

Jessica grinned as she regarded my protruding clit. It stood erect, begging for attention. When she brushed her thumb over it, I let out an undignified squeak that turned into a long, drawn-out moan. Her fingers moved inside me while her thumb pressed firmly, rolling in small circles.

I felt the pressure building, my pussy blossoming wide to accept her. She was rocking her hand, so the pressure alternated between my g-spot and my clit. My head fell back, and my breath started coming in shallow, rapid bursts. She increased her tempo, expertly coaxing an orgasm from me.

When I came, it crashed over me like a tsunami. My whole body spasmed, and I cried out. My eyes squeezed so tightly shut that I saw waves of color. My insides clamped down around her fingers, trying to push them out as she continued to press forward.

I came again and again. Climaxes came in waves, rolling through me one after the other. Jessica didn’t stop until I finally had to grab her hand because it was overwhelming. She understood and stopped moving, but kept pressing inward. I gasped as the aftershocks hit me, leaving my pussy throbbing with pleasure around her fingers.

When I came back into myself, I realized I had dropped to my knees on the floor. My face was buried in her shoulder breathing in the floral scent of her body wash. My left hand was gripping her breast, and my right was holding her hand between my thighs. Feeling a bit awkward at how hard she got me to cum, I let go. When she pulled out of me, the sensation was delicious and overwhelming all at once.

I lifted my head, and she beamed at me, delighted with her efforts. Without thinking about it, I kissed her. She responded in kind, lightly sucking on my bottom lip. Then I collapsed back against the couch, trying to catch my breath and slow my heart rate.

Todd was laying on his back a few feet away. His cock had softened and rested on his thigh, still slick with my wetness. His breathing was slow and regular, and I guessed he had dozed off. Too bad, because that meant he missed the show when his girlfriend made his professor cum.

Looking at Todd’s naked form, I realized that Jessica had managed to stay dressed the entire time. Clever girl. Although I did notice her jumper was all wrinkled where I had been grabbing her tit.

She was still kneeling in the middle of my office, looking quite pleased with herself. There was a wry expression on her face as she examined the creamy, sticky combination of Todd’s cum and mine coating her fingers.

Noticing me looking, she winked and began to lick them clean. She did it slowly, savoring it to tease me. I bit my lip as a fresh surge of arousal washed over me.

“What do you think, professor,” she said with a knowing smile when she finished. “Do you think we earned that grade?”

I didn’t answer her right away. I was still awash in endorphins and riding high on the knowledge that once again I’d won my little game.

“I suppose,” I finally managed to say. Despite my feeling of triumph, I tried to make my voice sound slightly disappointed in myself. “There’s something to be said for your grades reflecting your …extracurricular efforts. But this will have to be our little secret.”

“Oh, of course, professor.” She smiled and nodded happily, convinced she’d managed to play me.