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With a curse Charlie slammed her fist into the top of her desk. She was failing Calculus Two. There was no way on earth Charlie could afford to fail again. This was the third time she had taken the class, and each time at mid-terms she had gotten her grade and had had to drop the class because she was failing.

This time she couldn't fail. She was going to graduate from college in two months and there was no way in hell that she would push back her graduation date because she had failed that damn class again.

Charlie pushed herself away from her computer and stomped across her bedroom and down the stairs muttering evil things she would like to do to her Cal two professor. She was going to take her happy ass right on over to campus and bitch her teachers ear off. She was fucking bound and determined to save her grade.

On the way over to school, which was less than a ten minute drive across town, Charlie mentally got herself ready to do battle with her teacher. Professor Holloman was a thirty something year old math teacher who, according to his introduction on the first day of class, was married to teaching. He taught different classes of math, and his favorite was calculus, and he wanted them all to do their best and if they had any problems they should come and talk to him right away.

Charlie circled the parking lot and not finding a space worth having parked in a faculty spot. She could fucking care less if one of those damn Parking Nazi's gave her a ticket. What was ten bucks compared to her future?

As she made her way to Professor Holloman's office she told herself to cool down. It wouldn't help a damn thing if she was so upset that she couldn't see straight. It was really awful fault of hers, her whole family was even tempered cats, but she had a temper that could light a forest fire. She took deep breaths and steadily her stomps were replaced by regular walking and so by the time Charlie was at Holloman's door she was ready to have an adult conversation with the ass hole.

His office door was open when she got there and so she cleared her throat as she walked into the room.

"Good afternoon Miss Davis," Holloman's deep voice greeted her. He looked up at her as she walked in and put down whatever he had been working on.

"Sir, I'm sorry to bother you right now, but there is something I need to discuss with you," she came to stand in front of his desk looking down at him with her hands clasped behind her back and a pleasant smile plastered on her face.

Holloman stood and gestured a large paw at the chair in front of his seat, "Have a seat and I'll be more than happy to talk about whatever you want. Although, I have a good idea that this is about your mid-term grade?" His muzzle spread in a knowing grin as he watched her sit in the chair he had pointed at.

Charlie sat and smoothed the white fur on her legs down and squared her shoulders, "Yes actually, I just don't understand how I am failing. I do the homework, I haven't missed one class. I know that I have bombed the tests, but I'm trying!"

"Yes, yes you are," Holloman nodded at her looking solemn. "I have noticed that your test scores are getting better but you knew from the beginning of the semester what was required of you. And unless you pass everything with an A from here on out, I don't see you making high enough to pass this class," He told her in a level tone.

"Sir there must be something I can do to pass, I don't need an A sir, just a passing grade," Charlie was beginning to feel desperate. "I have to pass this class! I'm supposed to graduate at the end of this semester and I've already failed twice, please, you must be able to do something!"

Holloman heaved a huge sigh and looked down his long black and white muzzle at her, "Miss Davis, I wish there was something I could do to help, but unless you are willing to take up private tutoring sessions with me, I don't see what else I can do."

"Thank you so much! I will do anything I can to save my grade!" she beamed at him practically purring.

"Good then," he said smiling back at her. "Tomorrow night in my office at eight, don't be late."

Charlie jumped up and thanked him as she rushed out the door. All she could think about was the fact that she wouldn't have to push back her graduation date.

****

Charlie knocked on Professor Holloman's door at nine, just like he had said. She had never had private tutoring from a teacher before, and she was more than a little nervous.

"Come in," Holloman called from behind the door. She opened it and walked in.

"Evening Miss Davis, have a seat, we need to talk before we get started," he told her as she took the seat on the other side of his desk.

There was something different about Holloman tonight that Charlie couldn't sink her claws into. He was a good looking wolf, black and white all over. He had dark black hair that was usually slicked back to prominently show off his large ears. He had a big pink nose and yellow eyes that were slightly covered by the fact that he wore glasses. He almost always had on a shirt and tie and some sort of slacks.

Charlie eyed him up and down and finally noticed what was different; first his hair wasn't gelled back, and its black wavy-ness was falling in his eyes, eyes that weren't covered with glasses. And to boot he was wearing jeans and a tee shirt. It was more than a little strange, but Charlie shrugged it off. It was past school hours and she didn't see why someone would want to wear a tie all day anyway.

"Of course sir," she nodded at him as she nervously curled a blond strand of hair around one of her fingers.

"First off, you need to relax, if we are going to be working together like this, it won't help for you to be so nervous that you can't think. Secondly this in informal, so excuse me for my looks but I would rather be comfortable. Lastly..." he hesitated and shook his head. "Well, never mind, we'll get to that part when we get to that part. Let's crack open your books and we'll look at tomorrow's assignment that I gave you yesterday."

For the next hour Holloman went over the next day's homework assignment in excruciating detail. He was hard on her, making her do the problems over and over again, each mistake she made, he would ask her to explain the mistake to him and make her re-do the problem. At the end of just one hour Charlie was doing her homework assignment with a new understanding.

Abruptly Holloman stood up and looked down at her. Up until this point he had stayed on his side of the desk and she on hers. He walked around and sat on the edge of the desk next to her homework.

"Now," he cleared his throat. "Now we come to the part where we talk about payment."

A confused look passed across Charlie's face, "Payment sir? I don't have any money on me, you didn't say anything payment when you first said something about tutoring. If you had I would have brought my check book."

Holloman barked a laugh and grinned at her his tail starting to wag a bit. "Not money, I don't expect any sort of monetary payment from you, this is a different sort of payment."

Charlie's eyes widened and her mouth fell open. There was no way he could mean what she was thinking. Was he really implying that he wanted to... and that she...?

"Charlie," his voice dropped an octave as he stared down at her.

She couldn't form words. Her eyes traveled up to meet his. Was that a bump she saw in his jeans? Was she going crazy?

"P..p.. professor," she stuttered. "You can't mean me to... well... you know...!"

In one step he crossed the distance between them and kneeled down on the floor. He cupped her chin in his paws and softly kissed her on her lips.

Charlie tried to draw back but all she encountered was the back of her chair.

"Charlie," he said again, his warm breath whispering across her face. "Don't be scared, this won't be bad, and you said yourself that you would do anything to save your grade."

She held her breath and closed her eyes wishing that he would just go away. When she said anything it sure as hell hadn't been this!

Holloman let go of her chin and ran his paws up her arms to her shoulders where the spaghetti straps of her top were. He began to pull them back down her arms. Charlie drew in a deep breath and opened her eyes watching him in fascinated horror.

Holloman slid the straps down her arms slowly as his head bent close to her neck. He bit her softly and gently licked the spot his mouth kissed its way up her jaw to her lips. He slid his paws up under her shirt and ran them through the white fur on her belly as his lips found hers and gently began to kiss.

Charlie couldn't make herself move, part of her told her that what he was doing was wrong, but the other part loved the sensation of his hands petting the fur on her belly and the gentle way he was trying to get her to open her mouth.

His paws slid up further and found her bra covered breasts. Charlie had always been well endowed with large nipples to boot, and the traitorous nipples hardened as his paws rubbed against her bra. With a gasp he nipped her nipples and her mouth opened. His tongue delved into her mouth sensually exploring as his paws deftly massaged her breasts.

Holloman pulled back and smiled at her, "That's enough for one night Charlie; I expect to see you in my office tomorrow night."

Charlie quickly gathered her things and hurried out the door without a backwards glance. She was too shaken up to care what he thought as she practically ran out of his office.

***

Charlie had debated on coming back for another one on one session with her professor. But in the end, the need to graduate won out against anything that he might want her to do. All he had done the night before was a little touching and kissing. It couldn't be much more than that could it? So she knocked on his door again the next night prepared for whatever it is he would want to do.

It was the same as the previous night, they worked on the next day's assignment and once she understood how to do it he came around to her side of the desk and perched on the edge.

"How did you like last night Charlie?" he asked her with a slight smile on his face.

"I don't know sir," she said with a slight tremor in her voice.

He shook his head at her, "Charlie do me a favor and call me Tim while we have our lessons."

Her eyes widened and all she could do was nod her head, "Sure Profe.. I mean Tim."

"That's good Charlie," he smiled at her and his ears twitched, "Now, please get up for a moment," he motioned for her to stand up. "I won't do anything that you don't want me to do, okay? If you say stop, I'll stop."

Charlie sucked in a huge breath and nodded as she got to her feet and stood next to him. She couldn't do much other than stare wide eyed while he slipped off his tee shirt and tossed it to the floor. Who would have known that under his button up shirts and ties Tim Holloman was built like a weight lifter? His stomach was hard but smooth with short white fur on his belly that went as far down as the edge of his jeans. She could only imagine where the fur led, she had to physically make herself not look at his nether regions.

Tim closed the distance between them and ran his paws up the back of her shirt softly petting her back as he pulled her close to him. Her head fit right into the hollow of his throat and she resisted the urge to plant a soft kiss there.

Slowly his paws worked her shirt off and over her head, where it joined his shirt on the floor. Charlie let out a soft moan as he bent his head and trailed slow kisses down her jaw and neckline to the soft rise of her breasts. Her heart nearly skipped a beat as he ignored her breasts and worked his way back up toward her mouth.

Charlie felt like she was on fire, each time he planted a kiss on her, she felt a soft warm tug in the center of her body. She wrapped her arms around him as his lips found hers. Tonight she didn't fight him; she freely let him have control of her mouth. Holloman was an expert kisser, his hands cupped the small of her back and held her firm against his body while his tongue deftly stroked in and out of her mouth. She softly whimpered as his mouth left hers only to nibble at her bottom lip.

With gentle paws Charlie began to explore the hard lines of Tim's body. His body was hard muscle surrounded in warm fur and as her hands began to roam across his back he pulled away from her.

"Tomorrow night, don't be late," he panted softly as he bent to pick up his shirt and hers.

Charlie felt cheated, but at the same time she was incredibly mad at herself for letting him do that to her. Her traitorous body burned for him to continue as she snatched her shirt back and gathered her things together. He watched her struggle to get her temper under control with a soft smile on his face. She slung her backpack on her back and stomped out of his office slamming the door behind her.

***

The next day Charlie went to class, determined to ignore him and more determined not to go to their tutoring session that night. She didn't need his help anyway. Couldn't she find someone else that would help her study?

Charlie slid into class with a few minutes to spare, Holloman wasn't there yet and she couldn't help but overhear a conversation that two of her classmates were having.

"So, have you heard about Professor Holloman?" a doe eyed rabbit who sat across from Charlie whispered to a fox who was sitting in front of her.

The fox turned around and looked at her rabbit friend, "No I haven't," she shook her head. "Is it good?"

"Hell yes!" the rabbit said excitedly. "I heard the most impossible thing from a friend who had this class a few semesters ago. Apparently she didn't do too well on one of her tests and so she went to talk to him about it." The fox nodded as her friend continued the story.

"Holloman told her that if she was willing to do some 'extra credit'," the rabbit made the sign for parentheses with her fingers. "That he would make sure that she had the help she needed to pass the next test."

"Okay that's not a big deal, I've had help from professors before too..." the fox rolled her eyes at the rabbit.

"So you've slept with a professor to make a good grade Trish?"

The fox named Trish's muzzle dropped open in surprise, "No effin way! She slept with him?"

"No, she said that she wouldn't do it, that she would find another way to pass the next test."

Charlie quickly turned around her ears flat against her head. What a dick head!! He had screwed other girls too. And she wasn't the first. She sat silently through the lesion and stared daggers at Holloman the whole time, thinking of what she would say to him that night during their lesson.

***

That night Charlie stomped into Holloman's office at eight and glared at him.

"Good evening Charlie, I'm glad you are back. Let's get your books out and get started?" Holloman didn't even look up at her when she came in. The bastard, he knew she would put out.

"No, this is the last night Professor," she practically spat at him.

He looked up at her with a puzzled expression on his face, "I thought you wanted to have help."

"I do, but not if it means that you're screwing other girls too!!" She clenched her fists as her ears flattened against her head and her tail swished back and forth in annoyance.

"Whoa, what are you talking about Charlie?" He stood up and folded his arms, looking down at her.

"I heard today that this isn't the first time that you have offered a female student your help," she told him with an emphasis on the last word.

Holloman let out a deep sigh and walked around to her side of the desk. Charlie backed away from him and stopped only when her back hit the door. She softly hissed at him.

"There is no reason to be upset; I have not ever had sex with any other student. You're the first. You can believe me or not, but what you heard is a lie," he explained to her.

"I really find that hard to believe."

"Look Charlie a semester or two ago I had a student that said she would do anything to make good grades in the class. Well I tutored her, there was nothing between us, and after she passed my class she kept coming back. After a while all she did was stalk me. I would go home and get phone calls from her or I would see her outside my house. Eventually I had a restraining order put on her. But not before all sorts of rumors were started about me.

"I'm positive that what you heard was a leftover rumor from that time. I really do like you Charlie I want you to do well. And I can't help myself; you are beautiful, that's why I haven't asked for anything more than just kissing. I don't want to scare you off. Your grade doesn't rest on how well you kiss me or anything else we do. It was wrong of me to lead you to believe that it did," he looked down at his hands and shook his head.

Charlie's head was a mess of information. She had no idea if she could trust him or not. Half of her wanted to walk out and slam the door in his face, the other half of her wanted to jump his bones right then and there. It was the later part of her feelings that scared her so much.

"Look Professor, I don't know what to do with all this information," she said as she curled a strand of blond hair between her fingers. "I'll be in class Tuesday, but I can't promise that I'll be here Monday night to continue any tutoring. I want to pass your class, but I don't want to have to do anything I don't want to make that happen."

"I understand Charlie, I'll be here Monday night if you have changed your mind," he nodded to her and went to his side of the desk and sat down.

Charlie opened the door and left.

***

No matter what Charlie did during the weekend she couldn't get the image of Professor Holloman with his shirt off out of her head. If she didn't have to sleep with him to get a good grade then maybe she could go back to tutoring. But then again, she told herself, if any of the rumors were true... she wouldn't think about that. All she had was his word against what those to girls had been talking about before class.

And if she was really honest with herself she knew she wanted to go back, not for the tutoring but for the possibility of actually doing more with him than just kissing. This whole thing was just impossible. Sometimes she would have her mind made up about what to do, other times she felt like if she went back she would be giving in to him and to the part of her that wanted his lips all over her body.

Despite all the plans she had made and everything she had talked herself into, or out of, Monday night she found herself standing outside of Holloman's office door. She felt as nervous as a turkey before Thanksgiving. Charlie knew he was in there, she could hear the soft rustle of papers or the sound of his office chair rolling across the floor. She took a deep breath and rapped softly on the door.

"Come in?" came Tim Holloman's deep voice from the other side of the door.

His voice sent shivers down her spine and she took another deep breath and let it out before entering. He got up as she came in and smiled a jaw breaking smile at her.

"I was worried that you wouldn't show up tonight Charlie."

"I was too Professor, but I do need help after all, and you offered so here I am," her voice was quiet.

"Don't be nervous I'll do my best to keep my hands off you tonight, it will be nothing but math, I swear," he sat back down as she approached his desk.

She pulled out her books and his last assignment and they got to work. Charlie just couldn't concentrate; no matter what he did to help her she kept making stupid mistakes. It got to the point where she was more frustrated with herself than anything else.

"Tim, I'm sorry but I don't think I can keep going. I'm just not getting it tonight," she laid her forehead down on her book, on the verge of tears.

Holloman gently patted her head and didn't say anything as she tried to catch the remaining threads of her shattered concentration. After a few minutes she looked up at him and plastered a smile on her face.

"Please Professor Holloman..." she begged, not even knowing what she was asking. In a flash he was around the desk and kneeling on the floor by her chair.

"No no, Charlie, you don't know what you're asking. I don't want.. I just..." he faltered.

"Please just kiss-" her sentence was broken off by the press of his lips on hers.

She moaned softly into his mouth as her lips parted to let his warm tongue gently caress her. Charlie wrapped her arms around him and pulled him closer; they were about the same height with her sitting and him kneeling. Tim's hands ran up the inside of her shirt through her soft fur to her bra, he tweaked her nipples and she tore her lips from his as she let out a pent up sigh of passion.

Tim's lips found her neck and nibbled and bit her exposed throat as his fingers danced across the outside of her bra to her back where with deft fingers he unclasped her bra. He pulled away from her and pulled her shirt off over her head and let her bra fall off her arms to the floor. Charlie smiled coyly up at him as her fingers trailed down her body to the button and zipper of her jeans. Charlie watched Tim's face as she slowly unbuttoned her jeans his face was awash of different emotions. Desire, longing, and something else she couldn't put her finger on.

Her eyes gleamed with passion as she watched him clench his fists as she slowly slid the jeans over her narrow hips and down her long legs. She knew he wanted her badly. She seductively stepped out of her jeans and stood in front of him with nothing but her lacy panties on. He let out a stifled groan as she teasingly slid the panties down the long line of her legs, her breasts dangling slightly as she got to her feet and stepped out of the underwear. Charlie stood back up and wrapped her arms around her middle unknowingly pushing her breasts out further.

With a cry Tim rushed forward and pulled her into his arms. His lips ran a hot line of kisses along her neck and down to the curve of her breasts. He paused a moment and pulled back enough to puff warm breath on her right nipple. He smiled a satisfied grin as his hot mouth pulled her nipple in and suckled on it. He softly bit it while his other hand went to work on her left nipple tweaking it while his mouth nipped and bit at her other breast.

Charlie's moans intensified as his mouth left her and went to her other breast taking it in his mouth and giving it the same treatment that the other had gotten. Tim pulled back and picked her up moving her to his desk. He laid her down and parted her legs tracing hot kisses up the inside of her thigh. Charlie's hips bucked as his mouth found her dripping center. Tim's tongue ran up the insides of her lips, the abrasiveness of his tongue sent a lick of intense fire filled pleasure all through her body.

Tim held onto her hips as he moved his tongue in and out of her, holding her down as her hips bucked off the table. His muzzle moved slowly upward to her hard clit, his lips pressed around it as his tongue gently grazed it; Charlie screamed her pleasure to the ceiling of the office.

He let go of one of her hips and positioned his finger to inter her. His mouth worked on her clit as his fingers stroked in and out of her body. Charlie moaned and pressed down on his hand riding his fingers as his mouth made her body erupt into an inferno of pleasure. Tim sucked hard on her clit as his fingers hit that most intimate of parts and Charlie screamed his name has her body rode his fingers and the orgasm crashed over her.

She whimpered softly as his fingers left her body and his muzzle pulled away from her clit. She watched him as he quickly stripped of his shirt and tossed it to the floor. His jeans slid down his body and he stood before her, his enormous cock erect against his body.

Charlie's eyes widened and she wondered how on earth he was going to fit in her; she didn't have to wait much longer because before she had time to give the size of him much thought the head of his cock was gently pushing its way into her body. She pressed raised her hips making it easier for him to slide into her and he paused.

She looked up at him and she shook his head and slowly inch by agonizing inch he pushed his way into her body. She felt like she was being totally filled, it felt so good, that it was almost close to pain.

When he was buried to the hilt he pulled back out and began the process of slowly pushing his way back into her. Each stroke came faster and faster, each time he pulled out he would plunge back into her more quickly. Soon he was pounding his hard cock into her over and over.

Tim panted hard and Charlie's breath came in short quick bursts. She could see that he was making an effort to hold back and so she picked up his tempo and rocked her hips back and forth with him. Suddenly he stopped and looked down at her.

"Stop that," he panted, or I won't be able to help myself.

Charlie arched her back as she laughed, "Then don't hold back." She whispered.

Tim took a deep breath and pulled out of her body and then pushed back in. Charlie cried out and moved her hips in time with the movement of his cock. He would side in and her hips would be there to meet him. He moved faster and faster and she rode him from below. With a sharp cry Tim slammed into her and howled as his warm come burst out of his body and into hers. Charlie's back arched off the desk and she screamed wordlessly, the pulsing of his cock inside her sending her over the edge.

They lay in each other's arms trying to catch their breath. After a few minutes Charlie wiggled out from under Tim and began to slowly pick up her clothes and put them back on. There was no doubt in her mind tomorrow that she would be sore.

"Charlie," Holloman said as he stood up from leaning on the desk. "That defiantly deserves an A."

She looked over at him wondering if he was joking, she couldn't help but chuckle at huge grin that spread across his muzzle.

"Thanks Professor, I aim to please," she told him as she gathered up her books.

"Tomorrow night at eight Charlie, and don't be late. We have a test to study for."

Charlie nodded and smiled as she closed the door.

***

Charlie was ecstatic she had made an A on her test! And it wasn't because she had slept with her professor it was because she knew how to do the work. The night before had been all business he hadn't even tried to kiss her. They had worked on the study guide and when they had finished he kissed her on the cheek and she had left.

Tonight she was free; it felt wonderful to have a night off from studying. But she found that she oddly missed Holloman. And she felt slightly guilty too, had she just used him to make a good grade in the class? Well of course she had, he offered it after all. But it still bothered her. She didn't know what to think about the sex that they had had. It was amazing, the best sex she had ever had. It could have possibly been because he was older but she didn't think that was the reason. Charlie really didn't want to delve into her feelings for her teacher. She needed to pass the class, and she had to get an A on everything she did from here on out. And he would help her do that.

Over the next few weeks Charlie would go in every few days and get help, sometimes they would mess around and sometimes he wouldn't touch her. It bothered her that he didn't want to do anything else with her. Had he just used her for sex after all? There wasn't any way of knowing.

Sometimes she would dress in something that she knew she looked good in. What better to make him want her than to look totally hot? And after a few nights of dressing like a slut she stopped because he hadn't made one bit of a difference. There weren't that many weeks of school left, and she was starting to feel a bit desperate to get to be with him again. What irked her was that she couldn't even figure out why she cared.

Eventually she decided that it was better to just ask him, the worse thing he could say was that he didn't want her anymore. So that night she dressed up again, a short lavender skirt and a little white tank top that she knew he would be able to see through enough to see the lacy lavender bra that she had put on. With a pair of white tennis shoes and barely there panties she was ready to go. On the way out of her dorm she almost forgot her books.

A while back she had stopped knocking on his door so tonight she just walked in. Charlie stopped and stared, that's all she could think to do. Her brain stopped working and her jaw dropped, she stood in mute horror not even blinking at what she saw.

Holloman had a girl pressed up against the wall, her legs were wrapped around him and his head was bent back exposing his throat. She moaned softly as her tongue ran down his throat. All Charlie could think was liar. Liar. Liar. Liar. That dick face was supposed to be with her tonight. No wonder he didn't want to be with her the girl that was riding him was gorgeous. She was a petite bunny, with long gray ears and even longer white hair. It hung down to her waist in soft waves. Her fur was a light gray and her belly was white. She had just enough breast for it to fit in someone's hand and to top it all off she had an adorable little pink nose and violet eyes.

Those violet eyes stared at her from the other side of the office. The bunny stopped what she was doing with her tongue and smiled softly at her. Dick face looked up at the bunny wondering why she had stopped and he slowly looked over toward Charlie.

Whatever the look was on Charlie's face made Holloman grimace and slowly put the bunny down on her feet. He walked toward her and quickly zipped up his jeans.

"Charlie..." he said softly.

Charlie clenched her teeth and growled at him.

"I meant to tell you... I swear... I'm so so-"

"LIAR!" Charlie yelled at him. "You jerk, you lied to me. You told me that you didn't do what we did with anyone else!!"

"Please if you'll just-" he started to explain.

"No! And I believed you, I feel like a complete idiot," Charlie could feel the fur on her back start to rise as she got more upset.

"Stop yelling and I'll explain," Holloman gave her a stern look.

"Explain that you were fucking someone else and didn't tell me? We didn't have anything serious but it's common courtesy to tell the other person that you're screwing someone else!" she ranted.

"Charlie this is my wife!" he told her quickly trying to say it before she could start yelling again.

Charlie just stared at him.

Tim took the opportunity to explain further, "I told my wife about the time we had had sex and she wanted to meet you. You just haven't been coming as often lately, and so we thought you weren't going to be here tonight. And well Valerie loves having sex in my office... I'm sorry you interrupted us."

"You have a wife?"

Valerie walked over and stood next to Holloman, "Indeed he does, and when he told me that you and he had amazing sex I told him that the only way he was going to get to keep having sex with you was with me. If that is alright with you of course." A softly seductive smile lit her face.

"Uh... all of us? I thought you didn't want to be with me anymore Professor. I thought that it was something that I did wrong when we..." she trailed off and looked down at her feet.

"God no Charlie, you-we were amazing. But I couldn't ever get Valerie and you here at the same time. That's why I have been so standoffish lately. I just didn't want Val to miss out on the fun. If that's okay with you," he looked at her and smiled hopefully.

"I.. I don't know. I haven't ever been with a.. a.. girl before," Charlie felt like a baby stammering and not knowing what to do. The bunny-Val was defiantly sexy and watching the two of them for just a little while had been a huge turn on. But Charlie didn't know how to say this.

"Don't worry darlin' we'll show you," Val's smooth voice helped to keep the rising panic back. Valerie sauntered over to Charlie and put an arm around her hips, "Tim go sit in your chair. I'm going to help our little kitten get used to me."

Holloman went to his desk and sat down to watch.

"First my kitten we need to get you out of these clothes. You look lovely in them, but I'm positive that you'll look even better out of them." Valerie slipped her hands up the inside of Charlie's shirt caressing her as she pulled the little white shirt off over her head.

"Beautiful," Val whispered in Charlie's ear as she quickly unclasped her bra and tossed it to the floor. Next Val slipped her hands into the waist band of Charlie's skirt and began to pull the short skirt off it slid off her hips with a soft whoosh landed on the floor.

Val chuckled, "Now darlin' before I rip that lacy little bit of nothing off of you, do a turn so Tim and I can see how you dressed up for us." Charlie turned around with a slight smile.

"Good girl," Val told her as she ran a hand down Charlie's back and down her tail. Charlie's back moved and curved up to meet Val's hand when it stroked her tail.

"Go sit in that chair kitten, Tim come hold her wrists down," Val commanded. Charlie sat down and Tim dutifully held onto her wrists. Val knelt down, eye level to Charlie's knees and with a flick of her wrist ripped the panties right off of her.

Charlie gasped and Val laughed, "You're happy to see me love," she whispered into Charlie's inner thigh. Charlie felt herself moisten as Val raked her tongue across her mound. She moaned louder as Val parted her lips and stroked her with her tongue. Val slipped her fingers barely in Charlie and tickled right against her g-spot. Charlie cried out and bucked against Val's fingers but Tim's arms held her in place.

Val's fingers rubbed against her g-spot as her mouth closed in on Charlie's hard clit. Val placed her teeth around it and softly bit down, not hard enough to hurt but enough to make Charlie moan loudly.

Charlie felt the pressure on her hands go away and when she opened her eyes Tim was standing in front of her, his engorged cock staring her in the face. She bent her head and licked the bead of pre-come off of it. Her hands wrapped around his shaft and she lowered her mouth down over his head. Tim groaned and thrust his way into her mouth.

Charlie heard Val laugh softly but didn't give it much thought until she felt something hard slip into her body. The vibrator clicked on and Val's lips locked around her clit and she rode both of them as Tim rode her mouth. Tim cried out as Charlie sucked hard on the head of his cock. She moved her hands up and down his shaft as waves of pleasure ran up her body.

Suddenly the vibrator was gone and Tim moved his cock out of her mouth. He picked her up and moved her to the floor as Val scooted the chair out of the way. With a quick thrust he was in her and pumping hard into her body. Val looked down at her and sat down on her head with her body facing Tim. Charlie put her mouth to Val's mound and sucked hard.

Val laughed and grabbed Charlie's breasts and squeezed, "Oh kitten you are getting the hang of this quickly," she told Charlie.

Charlie sucked on Val her lips moving to find Val's clit. She was insanely wet and Charlie couldn't get enough of the taste of her.

Tim pulled out of Charlie and she cried out, and just as quickly as he left, he slammed back into her body, right as Val pinched her nipples. Charlie's moaned into Val's mound and felt her face become wetter as Val rode her mouth. Charlie flicked her tongue in and out of Val quickly, mimicking Tim's strokes in and out of her body. Charlie could hardly breathe as Val became wetter and wetter.

Charlie's hands came up and gripped Val's hips urging Val to ride her tongue. Val gripped her nipples and Tim sped up his strokes. Val cried out and a warm gush of liquid filled Charlie's mouth. Just as soon as Val came Tim pumped his last stroke and pulled out showering them all in his hot come. Charlie came last as Val's fingers pinched her nipples, the almost pain of it sending shocks and waves crashing through her body.

Val got off of Charlie and began to lick her own come off of Charlie's face. All Charlie could do was lay there in shock. For her it had been more than amazing.

***

The end of the semester came and Charlie passed all her classes. Even cal two. The grade had been a C, and even though it wasn't an A, it was still passing. What had happened between her and her professor, to her knowledge, had remained a secret. So after half a semester of struggling to bring up her grade, she had done it.

Val and Tim had offered for Charlie to come and yiff with them again, but Charlie had opted to not do it. Having a threesome was fun for a onetime thing. Maybe some other unsuspecting student would wind up on top of Holloman's desk at some point. Either way Charlie was just glad to have passed the class.