Making The Grade
by LindsayO©
I have brought this story over from another site…enjoy!

Sitting at her desk in the back row of her Advanced Calculus class, Hilary is hiding behind her text book and a bottle of Iced Tea nail polish. This is the most boring class she has ever had to sleep through. When will she ever need calculus to get her through a psychology exam.

She has wanted to be a psychiatrist for five years and finally, in six months, high school would be over and she would be off to college. Of course, she would have to give up cheerleading and tennis practice. It was a small price to pay to be on her own. University. No more curfews or chores, and no more pathetic high school boys trying to get a feel up her panties every Friday night. She was saving that special moment for a college guy who knew how to do it right!

The bell rings. She only has twenty minutes to get changed and get down to the field. She was late yesterday and her coach threw a royal fit.

"Just a moment, Miss Jennings. I'd like to have a word with you."

"Mr. Fox, I'm late for practice," she called to her teacher.

"I'm afraid it will have to wait, how long is up to you…you're aware that your performance in this class has not been up to par. Especially for the grade you will need to pass your entrance exams."

"I really need to get down to the field. Couldn't we talk about this />
"I'll make you a deal Hilary…go to practice and be back here in this classroom no later that five o'clock and we'll see if we can figure out a way to bring that grade up."

"Thanks Mr. Fox…you're a doll. Be back at five."

Practice was grueling today, Coach Burns never shut up about the competition at state next month.

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"What's the matter, Hil…"

"Damn it, I'm late for a talk to you tomorrow, gotta run."

Panting and perspiring, Hilary knocks on Mr. Fox's door with thirty seconds to spare.

"Come in Miss />
"I'm sorry. Practice ran late today."

"No problem. Take a seat. Didn't have time to change, I see."

"No, I'm a little sweaty, I didn't have time to shower first."

"Don't worry about that. Let's just get down to business. I am sorry to say that there is virtually no way for you to improve your grade in the six months we have left />
"What am I going to do? You said we'd try and figure out a way to pass me."

"And we will. I've already thought of one way…but before I tell you, I'd like you to take the elastic out of your hair. You have the most beautiful strawberry hair I've ever seen."

"Mr. Fox…"

"Miss Jennings, trust me when I say that I am not kidding. You will fail this course. You will not be accepted into any college. What will your parents think? Now tell me…is it all really worth it? One favor in exchange for another. Let's both be adults about this."

"Mr. Fox…I can't do what I think you're asking for…"

"At this point, Hilary, you have no choice. Now, let's see you take out the elastic."

Hilary looks around to realize that the shade has been pulled on the door to the room. It's after five o'clock. Everyone has gone home. How could she have been so stupid. She should have seen this coming a mile away. But Mr. Fox is right. She'll never pass the exam if she doesn't get this class. She pulls the red elastic from her hair, even though she has never been more scared in her life.

"That's so much better. Come over here beside me…let me smell it."

He roughly takes a fistful of Hilary's hair and raises it to his nose. Hilary can't hide a shiver that runs down her spine. It was bad enough to be pawed by her boyfriend, but to have this forty-five year old man running his fingers through her hair and up her back was making her sick.

Mr. Fox wasn't all that bad looking but he was creepy just the same. He had really weird eyes and he was almost bald.

In a fluid gesture, he rises from his chair and lifts Hilary up and sets her to rest atop his spotless desk.

"Now let's see what you've got under here…" he says as he pops the top button of her work-out shirt.

"Please, no, don't touch me…Oh God no…"

He wastes no time undoing the rest and completely removing her shirt. His breath is hot on her shoulder. He's breathing so hard, Hilary thinks he might pass out. No such luck today.

His eyes are glued to her nipples poking out through her bra.

"You have perfect, small breasts…I can't wait to see how they taste, Miss Jennings. Take off the bra, I want to see you do it."

With shaking hands and clammy fingers, Hilary reaches around and unsnaps the clasp. She pulls the straps down slowly so she can hide her breasts for as long as she is allowed.

"Now don't be shy. We've known each other all year. Let me have a look at those pretty tits."

She brings her arms down to her sides and looks away. She has to think of something besides what is about to happen to her here.

A hand reaches out and brings Hilary out of her reverie. A quick, rough pinch of her left nipples makes her squeal. This can't be happening. Why is she letting this happen to herself?

He takes a stiff nipple into his wet mouth and sucks hungrily on it while he kneads the other with his calloused hand.

He then pulls away and looks into Hilary's eyes.

"Have you ever has your pussy sucked, young lady?"

"No, Mr. fox…please don't. Please, I'll stay after class every day…"

"Oh, and you will Miss Jennings…we are only just starting to become friends," he says as his hand moves slowly down to her crotch.

"Mr. Fox, no! I can't do this! You can't do this!"

"I can, and I am…so shut the fuck up! This can be nice and fun or it can be painful and unpleasant, your choice."

Moving his hand up inside her shorts, he uses the other to undo his belt strap.

"Take it out for me."

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"I said, 'Take my cock out for me'. Wrap your tiny, little fist around it and pull it out of my pants."

"I've never…I mean…I can't do this!"

Mr. Fox angrily grabbed hold of Hilary's small breast and squeezed it hard. He twisted the nipple once before he leaned over and bit it.

"Undo the fucking zipper and take out my cock!"

With a shaking hand, Hilary bent down and slid open the zipper. Mr. Fox was not wearing anything under his jeans and Hilary immediately saw a thick patch of black pubic hair. She thought she would throw up, but she reached inside and gently lifted his dick out over the opening of his pants, then let it hang there as she took her hand away.

"Oh baby gonna love the lesson I have for you this />
She had never seen a real cock up close before but she knew that this one was big, and only bound to get bigger since it was not yet erect. There was no way that thing was going inside her virgin pussy.

"I need to see that tight snatch of yours. I can smell it already through your jeans."

With that, he took her shorts in both hands and ripped them open at the zipper. He then wasted no time in pulling them down her legs and off, over her tennis shoes.

Hilary had worn her thong panties today because they didn't ride up her ass when she was working out.

Mr. Fox pulled tightly on the thong's string, causing it to tear into her ass and pussy lips.

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"I love to hear you scream like that, sweet thing…tells me you're enjoying this!"

With another harsh tug on the thong, it snapped and Mr. Fox pulled it off with one hand.

Since Hilary spent a lot of time in the sun, wearing only a bikini or short shorts, she kept her pubic area trimmed very short. If Mr. Fox didn't know any better, he would guess that she had only begun puberty.

He leaned in between her legs and inhaled a lungful of her sweet musk. With the thumb of each hand he gently spread her bald, pink lips. He kissed the small patch of hair just above her clit then sent his tongue to work, exploring the inner folds of her perfect, teenage cunt. Slowly at first, he had to savour her youthful flavour. Up and back, he moved his lizard-like tongue, across her clit and then deep into Hilary's sweet hole.

Hilary let her mind wander again…she could not bear to think of, let alone watch, what was happening to her below her waist.

A knock at he door stopped them both cold.

Hilary stifled a scream, in fear of being caught in this compromising and humiliating position.

For some strange reason, Mr. fox didn't look at all worried about being caught like this, with his big head stuffed between Hilary's shaking legs.

There was a key in the door. The latch clicking…oh God, someone was coming in. What was she going to say?

"Come on in just getting started. I'm just warming her up…"

It was Eddie, the janitor! He was maybe forty, tall, thin, and very greasy. He looked like a mafia hit-man from the movies. Jesus, he knew what was going on in here and he's here to share me, Hilary thought as sirens went off inside her head.

"NO! NO! NO! You can't! No! Please! Mr. Fox…stop! Don't let him touch me, please. Let me go!

"Hilary, you're being very rude. Eddie is very good at this. We've been tag-team partners for ten years, I should know."

Eddie walked over and grabbed Hilary by the hair and slammed her head back down onto the desk.

"Keep doing what you were doing Barry, I'll shut her up," Eddie smiled.

Before the words were even out of his mouth, Eddie had unbuttoned his coveralls and had taken a hold of his massive organ. He then slapped it across Hilary's face a couple times before stuffing it into her screaming mouth.

"You bite me, bitch and it'll be the last time you do />
Hilary had only heard about blowjobs and she didn't know what she was supposed to be doing, although she was sure that choking wasn't the right thing. Trying to suppress her gag reflex, she opened up her throat and tried to take as much as she could, while Eddie kept hammering into her, without throwing up. Tears had begun to flow down her face. She was being humiliated…she was so exposed to these awful men and there was no one who was coming to help her.

Suddenly, a terrible pain ripped through her body. Mr. Fox had driven two fingers inside her while his tongue continued to lap at her pussy. The thrashing at her face and crotch continued like this for what seemed like hours until Mr. Fox stood and ordered Eddie to switch places with him.

Hilary stole a deep breath of air before she was inevitably forced to suck another cock. Her lips hurt and she was sure they were bleeding from too much contact with her teeth. She prepared herself for another wet tongue invading her most private parts as Mr. Fox rubbed his now-stiff dick across her sore lips. What she hadn't prepared for was Eddie ramming his 10 inch rod into her in one swift motion, breaking through her hymen and sending pain and a wave of complete panic and fear through her.

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"Oh Yes! Fuckin' Yes! Tight, young, hot cunt! So fucking tight, I could almost cum right now…," Eddie wailed as he pulled out and plowed Hilary again, while she lay there in shock and disbelief.

This is how she was losing her precious virginity…to the school janitor across a slab of fake oak in the math room, while her teacher plugged her throat with his cock. It would only get worse…

Pumping his huge dick in and out, Eddie took hold of Hilary's legs and raised them up to his shoulders. He loved the view this way. He loved to watch the lips around a young girl's hole stretch and suck him inside her. He loved to lick his finger and rub it across her tiny clit, knowing that although the girl wasn't consenting, she was still secretly happy to have him fucking her. He knew that, because their unused muscles would contract and pull him deeper, they would get wetter and wetter, so ready to take more of him.

While Eddie fucked, Mr. Fox stood over Hilary's head and bucked his dick into her heart-shaped mouth while he pinched and pulled her pretty nipples.

Hilary could only lay there. If this were any other situation, this might feel kind of nice…but it didn't. This was too rough. She never thought it would be like this. Her pussy was swelling and she was having feelings that she never felt before. She was tingling and shivering, not from cold; she thought it had to be from her body's excitement. Her own body was betraying her. She did not want to enjoy this. She did, however, want this to be as quick as possible, so she didn't protest. She just let it all happen, deciding that when it was over, she would never have to think of it again. No one would ever have to know.

Without warning, Eddie and Mr. Fox both pulled out of Hilary. Eddie grabbed her by the arms and pulled her to her feet. Was it over?

Then Eddie lay down atop the desk, where she had just been laying. His cock stood at full attention. He stroked it a couple times then he took out some kind of gel and squeezed it onto the tip. He began to rub it all over his thick cock.

"Hop on Hilary," Mr. Fox ordered, while he too stroked his own shaft.

"What do you mean?" she asked, her voice quivering.

"Climb up on the desk and straddle Eddie's dick. I suggest you hurry or you'll have to suck us both to erection again. Oh, and turn this way to face me."

Hilary did as she was told, she climbed on the desk and put a leg over Eddie's body. She knew what was expected, so she automatically lowered her pussy onto his waiting pole.

"Not that hole, I'm afraid, Miss Jennings…I think you know what I mean. I don't want any argument or this will be most unpleasant for you."

Mr. Fox was telling her that Eddie was going to put that huge monster in her ass. This couldn't be happening.

"Mr. she began to cry.

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Eddie took charged and grabbed a hold of Hilary's small ass. With one hand, he positioned his rod at the opening of her back passage and slowly lowered her down.

"Oh God! Oh Fuck No! It hurts so much…!"

"Take it all, sweet girl, take it all deep inside you." Mr Fox was so fascinated with watching Eddie rip through Hilary's hole that he almost forgot about his growing need. He jacked himself a few times then bent over the table and thrust his tongue up inside her again, moving it faster across her clit this time.

Hilary couldn't stifle a moan as the electricity travelled up her body. Her ass was not stinging anymore and the pussy licking felt almost good to her. Then she remembered where she was and who she was with. At least they have done the worst to her. What could be worse than an ass-fucking.

She then found out, as Mr. Fox pushed her back onto Eddie's stomach. Eddie grabbed a tit in each hand and began to squeeze while Mr. Fox climbed on top of her and positioned himself at her other opening.

Eddie's cock took up so much room inside her ass that Mr. Fox had a hard time pushing inside her. When he finally entered her bruised cunt, Hilary groaned and heaved.

She was so full of cock. She had never imagined that anything like this happened to people. Now it was happening to her!

Both men drove into her with a steady rhythm, Eddie pinching one breast while Mr. Fox sucked hard on the other.

"Fuck that virgin ass!! Fill that virgin ass with cum, Eddie!"

"Tell me when you're ready, fill her up in both holes at the same time. Come on, man, I'm almost there…oh Fuck, this shit-hole is tight! I'm losing it, man!"

"Let it go Eddie, I'm coming too!" screamed Mr. Fox.

Pounding furiously into ass and pussy, both men exploded inside Hilary's abused body.

Mr. fox climbed off first, then Eddie pushed Hilary to the side and stepped off the desk. Her shaking form lay there, naked, sore, used and utterly mortified.

Mr. Fox slapped her bruised ass after he had finished dressing and said to her, "My house, tomorrow…five />
Through Eddie's laughter, she heard her teacher say…"And I wouldn't mention this…our sessions are all being taped. Don't be late again tomorrow, Miss Jennings, I have something special planned."

continued…

story by: LindsayO

Tags: fiction school first time virginity anal threesome reluctance older male / female non-consensual sex sex story

Author: LindsayO

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