I've almost finished my first year of college. Actually, I only have three more weeks to go. I have a problem though, I might be failing out of college. If I do, my parents will be very angry at me. I am the first one in our family to go to college. So you can imagine how they feel about it.

There is one class that will hold me back this year, if I fail it. It will make my grade point average so low, that I won't be able to get back in. I don't know what I should do. All I know is if I have to quit college, my parents will be very upset.

I went to talk with my teacher. I wanted to know if maybe he could give me some work that I could do for extra credit. When I was in high school, teachers would give extra credit from time to time for people who needed it.

"Hello Stephanie." Mr. Smith said as I walked into the classroom.

I had already made an appointment to speak with him. I wanted to ask if there was anything that I could do to pass my class. I knew that it was a long shot, but I had to do something. I couldn't fail without at least trying.

"I wanted to talk about my grade." I said to him.

"Yes, you aren't doing so good." He said.

He moved his head down and looked through a stack of papers. Every few seconds he would lift up his head and look at me. I don't know what he was looking for, but all I knew was it got on my nervous. He would run his fingers through his grey beard and mumble too. That was really weird.

"It looks like you will fail the class." Mr. Smith said as he looked up from the stack of papers.

"Is there anything I can do so I don't fail?" I asked.

Mr. Smith paused as if he was looking through the papers again. He continued to mumble, but I didn't even try to figure out what he was saying. I noticed that he must have been trying to find something in one of his desk drawers. Because he kept moving around.

"I think there is some extra credit work you can do." He said while looking up at me.

"That is great." I said relieved.

It felt like the weight of the world was now lifted off of my shoulders. I was so happy, that I could have kissed him. Now, I didn't have to worry about my parents finding out about me failing.

"Take a look at this and tell if you would like to do this for extra credit." He said pointing at a piece of paper.

I couldn't read the paper, because I was on the other side of the desk. It looked upside down to me. So, I walked around and stood behind him so I could read it.

"Okay, take a look at this." Mr. Smith said as he pushed his chair away from his desk.

"Mr. Smith!" I said as I looked down.

Mr. Smith wasn't looking through drawers for anything. When he was moving around, he was taking off his pants. He didn't have any papers to show me, he wanted me to see his hard cock!

"You asked if I had any extra credit work you could do." Mr. Smith said looking up at me.

I was so stunned, I couldn't say anything more. Mr. Smith was an old man! An old man with a hard cock!

"I'm not sure what to say." I said still looking at his cock.

"Put your mouth on my cock. You won't have to mutter a word." He said as he started to stroke his cock.

There was no way that I could tell my family that I failed college. They had such high hopes in me. But, sucking this old man's cock? I didn't know if I could do that?

"You know, you have the nicest ass of all of the girls here." Mr. Smith said as he smacked me on the ass.

"And those tits, those tits make my dick hard." He said with a smile.

Oh man, this was the last thing I wanted. I never wanted to see him like this. But, it was strange to see an old man with a hard on. I always thought that old men needed to take Viagra to get hard.

"Your dick sure is hard." I said as I looked down at it.

"It is hard because you are so sexy." Mr Smith said while jacking off.

There was no way I could suck his cock. I just knew that I couldn't. This guy had to be at least sixty or seventy years old. His skin looked like a raisin!

"Would you like to fuck me?" I asked.

"Would I? You bet I would!" Mr. Smith said as he stopped jacking off.

I knew that was the only way that I could get a passing grade. I knew that I couldn't suck his cock, so I thought maybe he would like to fuck. That was truly my last hope.

I closed and locked the classroom door. I did this because I didn't want anyone to find out what we were doing. If anyone found out, I would be the talk of the whole college!

"You are going to have to sit on my cock." Mr. Smith said as he stroked his hard dick.

"I'm too old to fuck." He laughed.

No shit, he was too old to fuck. I could tell that by looking at his wrinkled body. Though, his cock looked okay. I have to admit, I have never seen an old man's cock though. So, this was the first time. But, it didn't look too much different than my ex-boyfriend's cock. Actually the old man's cock was a little bigger.

I pulled down my pants and I thought he was going to shit his pants.

"Turn around and let me take a look at your ass." He said as I put my panties next to my pants.

I did as he requested. I thought he was going to have a heart attack. He mumbled and groaned and actually started coughing. It had to be the weirdest thing I have ever seen.

"Are you sure you are okay to do this?" I said as he coughed his head off.

"If I die, I will die a happy man." He said with a smile.

I held onto his cock and I sat down on it. His whole body shook with pure delight. I knew that he was having the time of his life. It made me wonder, how many other girls do this to get good grades. I have always heard about the girls who fuck their teachers, but I have never done it myself.

"I haven't had pussy this good in years." He said as I fucked him.

"You like my wet pussy Mr. Smith?" I asked.

"You wouldn't even begin to understand how good it feels." Mr Smith said as he squeezed my ass cheeks.

I started out slow because I was afraid that I would hurt him. But, I sped up as I felt him enjoying himself. In some way, it made me feel like I was doing some type of community service. You know, helping the elderly.

Mr. Smith took off his glasses and put them on his desk. His desk was covered with papers and he moved them, like maybe he wanted to fuck me on his desk. Though, he didn't make any advances to do so.

"You fuck like a wild beast." Mr. Smith said as I rode his cock.

"I'm surprised Mr. Smith. I'm surprised that you were able to keep it up this long." I said as I bounced up and down on his cock.

"I have no problems staying hard. My problem is with my hips. I can't fuck like I used to." He said as he panted heavily.

I looked down at him as he moaned in pure pleasure. His beard was well trimmed, but it was white. The hair on the top of his head was thin, but he wasn't bald. He actually didn't look his age when I looked at him this closely. I guess when you know someone's age, you try to make them look as old as they are. No doubt about it, this was an old guy though.

"Mr. Smith, you fuck like a younger man." I said as I fucked him.

"Why thank you Stephanie. Coming from you, that means a lot." He laid after he let out a moan.

I finally figured out what was so weird about him. He was way too polite. Even the way he talks when I am fucking his brains out. No men my age talk to me like this. It is kind of nice. I like being treated like a real lady.

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